the Issuer under the terms of 28 transfer agreements ... SME - Prospectu… · / /3 Responsibility statements None of the Issuer, the Arranger or any other party to any of the Transaction

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the Issuer under the terms of 28 transfer agreements entered into between the Issuer and each Originator pursuant to the Securitisation Lawon 7 August 2012 (each a "Transfer Agreement" and collectively the "Transfer Agreements").

Calculations as to the expected average life of the Class A Notes can be made based on certain assumptions as set out in the section"Weighted Average Life of the Class A Notes", including, but not limited to, the level of prepayments of the Claims. However, there is nocertainty that the Class A Notes will receive their full principal outstanding and all the interest accrued thereon and ultimately theobligations of the Issuer to pay principal and interest on the Class A Notes could be reduced as a result of losses incurred in respect of thePortfolios. If the Notes cannot be redeemed in full on the Final Maturity Date, as a result of the Issuer having insufficient funds available toit in accordance with the terms and conditions of the Notes (the "Conditions") for application in or towards such redemption, the Issuer willhave no other funds available to it to be paid to the Noteholders, because the Issuer has no assets other than those described in thisProspectus. If any amounts remain outstanding in respect of the Notes upon expiry of the Final Maturity Date, such amounts (and theobligations to make payments in their respect) will be deemed to be released by the Noteholders and the Notes will be cancelled. Theamount and timing of repayment of principal under the Claims will affect also the yield to maturity of the Notes which cannot be predicted,depending, inter alia, on the level of prepayments which will occur under the Portfolios.

The Notes will be subject to mandatory pro-rata redemption in whole or in part on each Payment Date. Unless previously redeemed inaccordance with their applicable Conditions, the Class A Notes will be redeemed on the Payment Date falling in May 2060 (the "FinalMaturity Date"). The Notes of each Class will be redeemed in the manner specified in Condition 7 (Redemption, Purchase andCancellation). Before the Final Maturity Date the Notes may be redeemed at the option of the Issuer at their Principal Amount Outstandingtogether with accrued interest to the date fixed for redemption under and in accordance Condition 7(3) (Redemption for Taxation) orCondition 7(5) (Optional Redemption).

Interest on the Notes will accrue from 10 August 2012 (the "Issue Date") and will be payable on 29 November 2012 (the "First PaymentDate") and thereafter semi-annually in arrears on 29 May and 29 November in each year or, if any such day is not a day on which banksare open for business in Dublin, London and Milan and on which the Trans-European Automated Real Time Gross Transfer System(TARGET 2) (or any successor thereto) is open (a "Business Day"), the following Business Day (each a "Payment Date"). The Notes willbear interest from (and including) a Payment Date to (but excluding) the following Payment Date (each an "Interest Period") provided thatthe first Interest Period (the "Initial Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the FirstPayment Date. The rate of interest applicable to the Class A Notes for each Interest Period shall be the rate offered in the euro-zone inter-bank market ("EURIBOR") for six months deposits in euro (as determined in accordance with Condition 6 (Interest)), plus a margin of 0.20per cent per annum in relation to the Class A Notes. All payments of principal and interest on the Notes will be made free and clear of anywithholding or deduction for Italian withholding taxes, subject to the requirements of Legislative Decree No. 239 of 1 April 1996 asamended by Italian Law No. 409 of 23 November 2001 and as subsequently amended and supplemented, unless the Issuer is required by anyapplicable law to make such a withholding or deduction. If any withholding tax is applicable to the Notes, payments of interest on, andprincipal of the Notes will be made subject to such withholding tax, without the Issuer or any other Person being obliged to pay anyadditional amounts to any holder of Notes of any Class as a consequence.

The Notes will be held in dematerialised form on behalf of the beneficial owners as of the Issue Date until redemption or cancellationthereof by Monte Titoli S.p.A. ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders (as defined below). Theexpression "Monte Titoli Account Holder" means any authorised financial intermediary institution entitled to hold accounts on behalf of itscustomers with Monte Titoli and includes any depository banks appointed by Clearstream Banking S. A. ("Clearstream, Luxembourg") andEuroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"). Monte Titoli shall act as depository for Clearstream,Luxembourg and Euroclear. The Class A Notes will at all times be evidenced by book-entries in accordance with the provisions of article83-bis of the Legislative Decree No. 58 of 24 February 1998 and with Resolution dated 22 February 2008 jointly issued by the Bank of Italyand the Commissione Nazionale per le Società e la Borsa ("CONSOB"), as amended from time to time.

The Class A Notes are expected to be rated on issue A(high)(sf) by DBRS Ratings Limited and A2(sf) by Moody's Italia S.r.l. (Moody’s ItaliaS.r.l. together with DBRS Ratings Limited., the "Rating Agencies"). As of the date of this Prospectus, each of Moody’s Italia S.r.l. and DBRSRatings Limited is established in the European Union and was registered on 31 October 2011 in accordance with Regulation (EC) No.1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU)No. 513/2011 of the European Parliament and of the Council of 11 May 2011 (the "CRA Regulation") and, as of the date of this Prospectus,is included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the EuropeanSecurities and Markets Authority (for the avoidance of doubt, such website does not constitute part of this Prospectus). No rating will beassigned to the Class B Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision orwithdrawal by the assigning rating organisation. The Class A Notes have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the "Securities Act") or any other state securities laws of the U.S. and may be subject to U.S. tax laws.Subject to certain exceptions, the Class A Notes may not be offered or sold within the U.S. or for the benefit of U.S. Persons (as defined inRegulation S under the Securities Act). See "Subscription and Sale".

For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see "RiskFactors".

ARRANGER

Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.

Prospectus dated 10 August 2012

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Responsibility statements

None of the Issuer, the Arranger or any other party to any of the Transaction Documents (as definedherein), other than the Originators, has undertaken or will undertake any investigations, searches orother actions to verify the details of the Portfolios sold by each of the Originators to the Issuer, norhave the Issuer, the Arranger or any other party to any of the Transaction Documents, other than theOriginators, undertaken nor will any of them undertake, any investigations, searches or other actionsto establish the existence of any of the monetary claims in the Portfolios or the creditworthiness ofany debtor in respect of the Claims.

The Issuer

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of theknowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), theinformation contained in this Prospectus is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The Issuer, having made all reasonable enquiries,confirms that this Prospectus contains all information which is material in the context of the issuanceand offering of the Notes, that the information contained in this Prospectus is true and accurate in allmaterial respects and is not misleading, that the opinions and intentions expressed in this Prospectusare honestly held and that there are no other facts the omission of which would make this Prospectusor any of such information or the expression of any such opinions or intentions misleading. The Issueraccepts responsibility accordingly.

The Originators

Each of the Originators has provided the information under the sections headed "The Portfolios","The Originators" and the "Collection Policy and Recovery Procedures" and any other informationcontained in this Prospectus relating to itself and the Portfolios and, together with the Issuer, acceptsresponsibility for the information contained in those sections. Each of the Originators has alsoprovided the historical data for the information contained in the section headed "Weighted AverageLife of the Class A Notes" on the basis of which the information contained in the same section havebeen extrapolated and, together with the Issuer, accepts responsibility for such historical data. To thebest of the knowledge of each of the Originators (which have taken all reasonable care to ensure thatsuch is the case), the information and data in relation to which they are responsible as describedabove are in accordance with the facts and does not omit anything likely to affect the import of suchinformation and data.

The Swap Counterparty

The Swap Counterparty has provided the information under the relevant section headed the "SwapCounterparty" and accepts responsibility for the information contained in that section related toitself. To the best of the knowledge of the Swap Counterparty (which has taken all reasonable care toensure that such is the case), such information related to itself is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Save as for aforesaid, the SwapCounterparty has not, however, been involved in the preparation of, and does not accept responsibilityfor, this Prospectus or any part hereof.

The Swap Guarantor

The Swap Guarantor has provided the information under the section headed the "Swap Guarantor"and accepts responsibility for the information contained in that section. To the best of the knowledgeof the Swap Guarantor (which has taken all reasonable care to ensure that such is the case), suchinformation is in accordance with the facts and does not omit anything likely to affect the import ofsuch information. Save as for aforesaid, the Swap Guarantor has not, however, been involved in thepreparation of, and does not accept responsibility for, this Prospectus or any part hereof.

The Operating Bank and the Back-up Servicer

Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. accepts responsibility for the

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information included in this Prospectus in the section headed "The Operating Bank and the Back-upServicer" and, together with the Issuer, accepts responsibility for the information contained in thatsection. To the best of the knowledge of Cassa Centrale Banca - Credito Cooperativo del Nord EstS.p.A. (which has taken all reasonable care to ensure that such is the case), such information is inaccordance with the facts and does not omit anything likely to affect the import of such information.Save as for aforesaid, Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. has not,however, been involved in the preparation of, and does not accept responsibility for, this Prospectus orany part hereof.

The Cash Manager, the English Transaction Bank, the Agent Bank and the Computation Agent,the Transaction Bank and the Italian Paying Agent

Each of (i) Deutsche Bank AG London Branch and (ii) Deutsche Bank S.p.A. has provided theinformation included in this Prospectus respectively in the relevant parts of the sections headed "TheCash Manager, the English Transaction Bank, the Agent Bank and the Computation Agent" and"The Transaction Bank and the Italian Paying Agent" and each of Deutsche Bank AG LondonBranch and Deutsche Bank S.p.A. together with the Issuer, accepts responsibility for the informationcontained in such sections. To the best of the knowledge of Deutsche Bank AG London Branch andDeutsche Bank S.p.A.(which have taken all reasonable care to ensure that such is the case), suchinformation is in accordance with the facts and does not omit anything likely to affect the import ofsuch information. Save as for aforesaid, Deutsche Bank AG London Branch and Deutsche Bank S.p.Ahave not, however, been involved in the preparation of, and does not accept responsibility for, thisProspectus or any part hereof.

No Person has been authorised to give any information or to make any representation not containedin this Prospectus and, if given or made, such information or representation must not be relied uponas having been authorised by or on behalf of the Issuer, each of the Originators (in any capacity), theArranger, or any other party to the Transaction Documents. Neither the delivery of this Prospectusnor the offering, sale or delivery of any Notes shall, under any circumstances, constitute arepresentation or create any implication that there has been no change, or any event reasonably likelyto involve any change, in the condition (financial or otherwise) of the Issuer or the Originators or theSwap Counterparty or the Arranger or of Deutsche Bank AG London Branch or of Deutsche BankS.p.A. or the information contained herein since the date of this Prospectus or that the informationcontained herein is correct as at any time subsequent to the date of this Prospectus.

The Notes will be direct, secured, limited recourse obligations solely of the Issuer. By operation ofItalian law, the Issuer's rights, title and interest in and to the Portfolios and to all amounts derivingtherefrom (the "Issuer's Rights") will be segregated from and all other assets of the Issuer.

The Notes will not be obligations or responsibilities of, or guaranteed by, the Arranger, theOriginators (in any capacity), the quotaholder of the Issuer, the Swap Guarantor or any Other IssuerCreditors (as defined below). Furthermore, no Person and none of such parties (other than the Issuer)accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amountdue on the Notes.

Both before and after a winding-up of the Issuer, the Issuer's Rights will be available exclusively forthe purposes of satisfying the Issuer's obligations to the Noteholders, the Other Issuer Creditors andany other third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer inrelation to the securitisation of the Portfolios (the "Securitisation") and to the corporate existenceand good standing of the Issuer. The "Other Issuer Creditors" are the Originators, the Servicers, theRepresentative of the Noteholders, the Agent Bank, the Operating Bank, the English TransactionBank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Back-upServicer, the Corporate Servicer, the Stichting Corporate Services Provider, the Cash Manager, theComputation Agent, the Irish Listing Agent, the Limited Recourse Loan Providers, the SwapCounterparty and the Back-Up Servicer Facilitator. The Noteholders will agree that the SinglePortfolio Available Funds and the Issuer Available Funds (as defined in the Conditions) will beapplied by the Issuer in accordance with the order of priority of application of the Single PortfolioAvailable Funds and of the Issuer Available Funds set forth in the Intercreditor Agreement (the

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"Order of Priority").

The Issuer's Rights may not be seized or attached in any form by the creditors of the Issuer other thanthe Noteholders, the Other Issuer Creditors and any other third party creditors in respect of any taxes,costs, fees or expenses incurred by the Issuer in relation to the Transaction and to the corporateexistence and good standing of the Issuer, until full redemption or cancellation of the Notes and fulldischarge by the Issuer of its obligations vis-a-vis the Noteholders, the Other Issuer Creditors and anysuch third party.

The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may berestricted by law. Persons into whose possession this Prospectus (or any part of it) comes are requiredby the Issuer to inform them about, and to observe, any such restrictions. Neither this Prospectus norany part of it constitutes an offer, and may not be used for the purpose of an offer, to sell any of theNotes, or a solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in anycircumstances in which such offer or solicitation is not authorised or is unlawful. This Prospectus canonly be used for the purposes for which it has been issued.

The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any otheroffering circular or any prospectus, form of application, advertisement, other offering material orother information relating to the Issuer or the Notes may be issued, distributed or published in anycountry or jurisdiction (including the Republic of Italy, the United Kingdom and the United States),except under circumstances that will result in compliance with all applicable laws, orders, rules andregulations. No action has or will be taken which would allow an offering (nor an "offerta al pubblicodi prodotti finanziari") of the Notes to the public in the Republic of Italy. Accordingly, the Notes maynot be offered, sold or delivered, and neither this Prospectus nor any other offering material relatingto the Notes may be distributed, or made available, to the public in the Republic of Italy. Individualsales of the Notes to any persons in the Republic of Italy may only be made in accordance with Italiansecurities, tax and other applicable laws and regulations. For a further description of certainrestrictions on offers and sales of the Notes and the distribution of this Prospectus see "Subscriptionand Sale".

The Notes have not been and will not be registered under the Securities Act or any other statesecurities laws. The Notes may not be offered, sold or delivered directly or indirectly within the UnitedStates or to, or for the account of, U.S. persons (as defined in Regulation S under the Securities Act)except pursuant to an exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act and applicable state securities laws. See "Subscription and Sale".

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTEREDWITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIESCOMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERINGOR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENCE.

Neither this document nor any other information supplied in connection with the issue of the Notesshould be considered as a recommendation or constituting an invitation or offer by the Issuer that anyrecipient of this Prospectus, or of any other information supplied in connection with the issue of theNotes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notesmust make its own independent investigation and appraisal of the financial condition and affairs ofthe Issuer.

Certain monetary amounts included in this Prospectus may have been subject to roundingadjustments; accordingly, figures shown as totals in certain tables may not be an arithmeticaggregation of the figures preceding them.

The language of the Prospectus is English. Certain legislative references and technical terms havebeen cited in their original language in order that the correct technical meaning may be ascribed tothem under applicable law.

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In this Prospectus references to "Euro", "EUR", "€" and "cents" are to the single currency introducedin the member states of the European Community which adopted the single currency in accordancewith the Treaty of Rome of 25 March 1957, as amended by, inter alia, the Single European Act 1986and the Treaty of European Union of 7 February 1992 establishing the European Union and theEuropean Council of Madrid of 16 December 1995.

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TABLE OF CONTENTS

OVERVIEW OF THE TRANSACTION ...................................................................................8

RISK FACTORS .........................................................................................................................77

TRANSACTION DIAGRAM ....................................................................................................97

THE PORTFOLIOS ...................................................................................................................98

THE ISSUER............................................................................................................................. 118

THE ORIGINATORS...............................................................................................................135

COMPLIANCE WITH ARTICLE 122A OF THE CRD .......................................................220

THE OPERATING BANK AND BACK-UP SERVICER .....................................................221

THE SWAP COUNTERPARTY ..............................................................................................224

THE SWAP GUARANTOR .....................................................................................................225

THE CASH MANAGER, THE ENGLISH TRANSACTION BANK, THE AGENT BANK

AND THE COMPUTATION AGENT AND THE TRANSACTION BANK AND THE

ITALIAN PAYING AGENT .............................................................................................226

COLLECTION POLICY AND RECOVERY PROCEDURES ............................................231

USE OF PROCEEDS................................................................................................................233

DESCRIPTION OF THE TRANSFER AGREEMENTS......................................................234

DESCRIPTION OF THE WARRANTY AND INDEMNITY AGREEMENT ....................237

DESCRIPTION OF THE SERVICING AND OF THE BACK-UP SERVICING

AGREEMENTS.................................................................................................................243

DESCRIPTION OF THE OTHER TRANSACTION DOCUMENTS.................................247

WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES ................................................253

TERMS AND CONDITIONS OF THE NOTES ....................................................................255

SELECTED ASPECTS OF ITALIAN LAW...........................................................................331

SUBSCRIPTION AND SALE ..................................................................................................347

GENERAL INFORMATION...................................................................................................350

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OVERVIEW OF THE TRANSACTION

The following information is an overview of certain aspects of the transactions relating to theNotes and should be read in conjunction with, and is qualified in its entirety by reference to, thedetailed information presented elsewhere in this Prospectus and in the Transaction Documents.Certain terms used in this section, but not defined, may be found in other sections of thisProspectus, unless otherwise stated.

An index of defined terms is contained at the end of this Prospectus, commencing on page

THE PRINCIPAL PARTIES

Issuer BCC SME Finance 1 S.r.l. (the "Issuer") is a limitedliability company with sole quotaholder (società aresponsabilità limitata con socio unico) incorporated underArticle 3 of Italian law No. 130 of 30 April 1999(disposizioni sulla cartolarizzazione dei crediti), asamended from time to time (the "Securitisation Law"),whose registered office is at via Largo Chigi 5 00187Roma, Italy, fiscal code 06646750965, REA No. RM -1322739, with paid-in share capital of Euro 10.000. Theentire equity capital of the Issuer is held by StichtingElegance.

The Issuer has been established as a special purposevehicle for the purpose of issuing asset backed securities.The Issuer may carry out other securitisation transactionsin addition to the one contemplated in this Prospectus,subject to certain conditions.

See "The Issuer" and "The Portfolios" below.

The Originators Cassa Rurale Bassa Vallagarina Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at ViaGianfrancesco Malfatti 2, 38061 Ala (TN), Italy, registeredwith the companies' register held in Rovereto under No.373 and with the register of banks held by the Bank ofItaly pursuant to article 13 of the Banking Act under No.3096.5.0 (codice meccanografico), fiscal code and VATNo. 00148270226, with paid-in share capital of Euro9,943.32 ("CR Vallagarina").

Cassa Rurale di Aldeno e Cadine Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at ViaRoma 1, 38060 Aldeno (TN), Italy, registered with thecompanies' register held in Trento under No. 2320 andwith the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No. 4000.6(codice meccanografico), fiscal code and VAT No.00107560229, with paid-in share capital of Euro 13,594("CR Aldeno").

Cassa Rurale Alto Garda Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as a

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società cooperativa, whose registered office is at Vialedelle Magnolie 1, 38062 Arco (TN), Italy, registered withthe companies' register held in Trento under No. 4396 andwith the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No. 2191(codice meccanografico), fiscal code and VAT No.00105910228, with paid-in share capital of Euro 12,683.28("CR Alto Garda").

Cassa Rurale Adamello – Brenta Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at Via IIINovembre 20, 38079 Tione di Trento (TN), Italy,registered with the companies' register held in Trentounder No. 00210910220 and with the register of banksheld by the Bank of Italy pursuant to article 13 of theBanking Act under No. 4006 (codice meccanografico),fiscal code and VAT No. 00210910220, with paid-in sharecapital of Euro 2,154,816 ("CR Adamello").

Cassa Rurale Giudicarie Valsabbia Paganella Banca diCredito Cooperativo soc. coop., a bank incorporated inItaly as a società cooperativa, whose registered office is atVia T. C. Marini 33 - Fraz. Darzo, 38080 Storo (TN), Italy,registered with the companies' register held in Trentounder No. 00158520221 and with the register of banksheld by the Bank of Italy pursuant to article 13 of theBanking Act under No. 4038.6.0 (codice meccanografico),fiscal code and VAT No. 00158520221, with paid-in sharecapital of Euro 18,403.14 ("CR Giudicarie").

Cassa Rurale di Bolzano – Raiffeisenkasse Bozen soc.coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via De Lai 2,39100 Bolzano (BZ), Italy, registered with the companies'register held in Bolzano under No. 327 and with theregister of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 3867.9.0 (codicemeccanografico), fiscal code and VAT No. 00180630212,with paid-in share capital of Euro 6,891.50 ("CRBolzano").

Cassa Rurale Lavis Valle di Cembra Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at ViaRosmini 61, 38015 Lavis (TN), Italy, registered with thecompanies' register held in Trento under No. 00109500223and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.2915.7.0 (codice meccanografico), fiscal code and VATNo. 00109500223, with paid-in share capital of Euro13,173 ("CR Lavis").

Cassa Rurale della Valle dei Laghi Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at ViaNazionale 7, 38070 Padergnone (TN), Italy, registered with

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the companies' register held in Trento under No. 122829and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No. 5009(codice meccanografico), fiscal code and VAT No.01205310228, with paid-in share capital of Euro 9,943.00("CR Valle dei Laghi").

Cassa Rurale Val di Fassa e Agordino Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at Piaz deSotegrava 1, 38035 Moena (TN), Italy, registered with thecompanies' register held in Trento under No. 9397 andwith the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.A157646 (codice meccanografico), fiscal code and VATNo. 00135870228, with paid-in share capital of Euro2,707,968.00 ("CR Fassa").

Cassa Rurale Alta Valdisole e Pejo Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at Via IVNovembre 56, 38020 Mezzana (TN), Italy, registered withthe companies' register held in Trento under No. 13524 andwith the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.5028.6.0 (codice meccanografico), fiscal code and VATNo. 01258070224, with paid-in share capital of Euro54,517.98 ("CR Alta Valdisole").

Cassa Rurale di Pergine Banca di Credito Cooperativosoc. coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Piazza Gavazzi5, 38057 Pergine Valsugana (TN), Italy, registered with thecompanies' register held in Trento under No. 00109850222and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No. 2942(codice meccanografico), fiscal code and VAT No.00109850222, with paid-in share capital of Euro2,379,892.62 ("CR Pergine").

Cassa Rurale di Rovereto Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at ViaManzoni 1, 38068 Rovereto (TN), Italy, registered with thecompanies' register held in Trento under No. 00106190226and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.2952/00 (codice meccanografico), fiscal code and VAT No.00106190226, with paid-in share capital of Euro 84,870("CR Rovereto").

Cassa Rurale di Tuenno Val di Non Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at PiazzaLiberazione 20, 38019 TUENNO (TN), Italy, registeredwith the companies' register held in Trento under No.00104570221 and with the register of banks held by the

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Bank of Italy pursuant to article 13 of the Banking Actunder No. 3371.2 (codice meccanografico), fiscal code andVAT No. 00104570221, with paid-in share capital of Euro10,113.60 ("CR Tuenno").

Cassa Rurale di Trento Banca di Credito Cooperativosoc. coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Belenzani 6,38122 Trento (TN), Italy, registered with the companies'register held in Trento under No. 00107860223 and withthe register of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 2987.6 (codicemeccanografico), fiscal code and VAT No. 00107860223,with paid-in share capital of Euro 657,621.36 ("CRTrento").

Banca di Romano e Santa Caterina CreditoCooperativo (VI) soc. coop., a bank incorporated in Italyas a società cooperativa, whose registered office is at ViaGaetano Giardino 3 - Fraz. San Giacomo, 36060 Romanod’Ezzelino (VI), Italy, registered with the companies'register held in Vicenza under No. 0231140 and with theregister of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 5248 (codicemeccanografico), fiscal code and VAT No. 00913510244,with paid-in share capital of Euro 2.539,955.82 ("BCCRomano").

Banca di Caraglio del Cuneese e della Riviera dei FioriCredito Cooperativo soc. coop., a bank incorporated inItaly as a società cooperativa, whose registered office is atVia Roma 130, 12023 Caraglio (CN), Italy, registered withthe companies' register held in Cuneo under No.00245130042 and with the register of banks held by theBank of Italy pursuant to article 13 of the Banking Actunder No. 3181.50 (codice meccanografico), fiscal codeand VAT No. 00245130042, with paid-in share capital ofEuro 530,716.32 ("BCC Caraglio").

Banca di Credito Cooperativo di Cherasco soc. coop., abank incorporated in Italy as a società cooperativa, whoseregistered office is at Via Bra 15 - Fraz. Roreto, 12062Cherasco (CN), Italy, registered with the companies'register held in Cuneo under No. 63791 and with theregister of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 4633.4.0 (codicemeccanografico), fiscal code and VAT No. 00204710040,with paid-in share capital of Euro 16,225,383.00 ("BCCCherasco").

Banca di Credito Cooperativo di Alba Langhe e Roerosoc. coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Cavour 4,12051 Alba (CN), Italy, registered with the companies'register held in Cuneo under No. 00236570040 and withthe register of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 205.50 (codice

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meccanografico), fiscal code and VAT No. 00236570040,with paid-in share capital of Euro 46,136,746.80 ("BCCAlba").

Banca di Credito Cooperativo di Gatteo soc. coop., abank incorporated in Italy as a società cooperativa, whoseregistered office is at Via della Cooperazione 10, 47043Gatteo (FC), Italy, registered with the companies' registerheld in Forlì Cesena under No. 19945 and with the registerof banks held by the Bank of Italy pursuant to article 13 ofthe Banking Act under No. 4400.8.0 (codicemeccanografico), fiscal code and VAT No. 00252670401,with paid-in share capital of Euro 4,569,902.00 ("BCCGatteo").

Banca di Cavola e Sassuolo Credito Cooperativo soc.coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Verdi 1 -Fraz. di Cavola di Toano, 42010 Toano (RE), Italy,registered with the companies' register held in ReggioEmilia under No. 162719 and with the register of banksheld by the Bank of Italy pursuant to article 13 of theBanking Act under No. 4939 (codice meccanografico),fiscal code and VAT No. 01026240356, with paid-in sharecapital of Euro 23,907,756 ("BCC Cavola").

Banca Alto Vicentino Credito Cooperativo Schio soc.coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Pista deiVeneti 14, 36015 Schio (VI), Italy, registered with thecompanies' register held in Vicenza under No. 127/VI116and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.272010 (codice meccanografico), fiscal code and VAT No.00210200242, with paid-in share capital of Euro233,150.00 ("BCC Alto Vicentino").

Centromarca Banca Credito Cooperativo soc. coop., abank incorporated in Italy as a società cooperativa, whoseregistered office is at Via Dante Alighieri 2, 31022Preganziol (TV), Italy, registered with the companies'register held in Treviso under No. 00176640266 and withthe register of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 4580.70 (codicemeccanografico), fiscal code and VAT No. 00176640266,with paid-in share capital of Euro 61,478.30("Centromarca").

Banca di Credito Cooperativo di Pianfei e Rocca de’Baldi soc. coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Villanova 23,12080 Pianfei (CN), Italy, registered with the companies'register held in Cuneo under No. 00167840040 and withthe register of banks held by the Bank of Italy pursuant toarticle 13 of the Banking Act under No. 4635 (codicemeccanografico), fiscal code and VAT No. 00167840040,with paid-in share capital of Euro 1,381,702.40 ("BCC

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Pianfei").

Banca di Credito Cooperativo di Sala di Cesenatico soc.coop., a bank incorporated in Italy as a societàcooperativa, whose registered office is at Via Campone409 - Fraz. Sala, 47042 Cesenatico (FC), Italy, registeredwith the companies' register held in Forlì Cesena underNo. FO-4132 and with the register of banks held by theBank of Italy pursuant to article 13 of the Banking Actunder No. 8792.4 (codice meccanografico), fiscal code andVAT No. 00163430408, with paid-in share capital of Euro3,703,800.00 ("BCC Sala").

Banca San Giorgio e Valle Agno Credito Cooperativo diFara Vicentino soc. coop., a bank incorporated in Italy asa società cooperativa, whose registered office is at ViaPerlena 78 - Fraz. San Giorgio, 36030 Fara Vincentino(VI), Italy, registered with the companies' register held inVicenza under No. 00232120246 and with the register ofbanks held by the Bank of Italy pursuant to article 13 ofthe Banking Act under No. 4302.6 (codicemeccanografico), fiscal code and VAT No. 00232120246,with paid-in share capital of Euro 12,811,341 ("BCC SanGiorgio").

Banca San Biagio del Veneto Orientale di Cesarolo,Fossalta di Portogruaro e Pertegada Banca di CreditoCooperativo soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at VialeVenezia 1, 30025 Fossalta di Portogruaro (VE), Italy,registered with the companies' register held in Veneziaunder No. 02794950275 and with the register of banksheld by the Bank of Italy pursuant to article 13 of theBanking Act under No. 5249 (codice meccanografico),fiscal code and VAT No. 02794950275, with paid-in sharecapital of Euro 10,251,076 ("BCC San Biagio").

Banca Santo Stefano Credito Cooperativo MartellagoVenezia soc. coop., a bank incorporated in Italy as asocietà cooperativa, whose registered office is at PiazzaVittoria 1, 30030 Martellago (VE), Italy, registered withthe companies' register held in Venezia under No. 96738and with the register of banks held by the Bank of Italypursuant to article 13 of the Banking Act under No.4663.10 (codice meccanografico), fiscal code and VAT No.00226370278, with paid-in share capital of Euro275,002.20 ("BCC Santo Stefano").

MEDIOCREDITO TRENTINO-ALTO ADIGE S.p.A.– INVESTITIONBANK TRENTINO-SÜDITROL A.G.,a bank incorporated in Italy as a società per azioni, whoseregistered office is at Via Paradisi 1, 38122 Trento (TN),Italy, registered with the companies' register held in Trentounder No. 00108470220 and with the register of banksheld by the Bank of Italy pursuant to article 13 of theBanking Act under No. 4764 (codice meccanografico),fiscal code and VAT No. 00108470220, with paid-in share

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capital of Euro 58,484,608.00 ("Mediocredito Trentino-Alto Adige").

Each of CR Vallagarina, CR Aldeno, CR Alto Garda, CRAdamello, CR Giudicarie, CR Bolzano, CR Lavis, CRValle dei Laghi, CR Fassa, CR Alta Valdisole, CR Pergine,CR Rovereto, CR Tuenno, CR Trento, BCC Romano, BCCCaraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCCCavola, BCC Alto Vicentino, Centromarca, BCC Pianfei,BCC Sala, BCC San Giorgio, BCC San Biagio, BCCSanto Stefano and Mediocredito Trentino-Alto Adige (insuch capacity, collectively the "Originators" and each ofthem an "Originator") sold the relevant Portfolio to theIssuer pursuant to the terms of 28 transfer agreementsdated 7 August 2012 (the "Initial Execution Date"),between the Issuer and the relevant Originator(collectively, the "Transfer Agreements" and each ofthem a "Transfer Agreement").

See "The Portfolios", "The Originators", "Description ofthe Transfer Agreements" and "Description of the Warrantyand Indemnity Agreement" below.

Agent Bank Deutsche Bank AG, London Branch, whose registeredoffice is at Winchester House, 1 Great Winchester Street,EC2N 2DB London, United Kingdom, or any other personfor the time being acting as such, is the agent bank (in suchcapacity, the "Agent Bank") pursuant to the terms of theCash Administration and Agency Agreement. See"Description of the other Transaction Documents", below.

Operating Bank Cassa Centrale Banca - Credito Cooperativo del NordEst S.p.A. ("Cassa Centrale"), a bank operating in theform of a joint stock company (società per azioni) withregistered office at via Segantini 5, I-38122 Trento, Italy,enrolled with No. 4813.2 at the banks' register held by theBank of Italy pursuant to article 13 of the Banking Act,with paid-in share capital of Euro 140,400,000.00, or anyother person for the time being acting as such, will be theoperating bank to the Issuer in respect of certain bankaccounts of the Issuer (in such capacity, the "OperatingBank") pursuant to the terms of the Cash Administrationand Agency Agreement. The Operating Bank has opened,and will maintain, 28 Transitory Collection and RecoveriesAccounts, one in respect of each of the Originators, theExpenses Account and the Quota Capital Account in thename of the Issuer and will operate such accounts in thename and on behalf of the Issuer.

Transaction Bank Deutsche Bank S.p.A., a bank incorporated and organisedunder the laws of the Republic of Italy, whose registeredoffice is at Piazza del Calendario, 3, I-20126 Milan, Italy,registered with the companies register of Milan under

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number 01340740156 and with the register held by theBank of Italy pursuant to article 13 of the Banking Actunder number 3104, or any other person for the time beingacting as such, will be the transaction bank to the Issuer inrespect of certain bank accounts of the Issuer (in suchcapacity, the "Transaction Bank") pursuant to the terms ofthe Cash Administration and Agency Agreement. The sharecapital of Deutsche Bank S.p.A. amounts to €412.153.993,80. The Transaction Bank has opened, andwill maintain, the Collection and Recoveries Account, thePayments Account, the Cash Reserve Accounts, thePrincipal Amortisation Reserve Accounts, the ReserveAccount, the, the Single Portfolio Reserve Accounts in thename of the Issuer and will operate such accounts in thename and on behalf of the Issuer. See "Description of theother Transaction Documents" below.

English Transaction Bank Deutsche Bank AG, London Branch, the registered officeof which is at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB, United Kingdom, or any otherperson for the time being acting as such, will be theEnglish transaction bank (in such capacity, the "EnglishTransaction Bank") pursuant to the terms of the CashAdministration and Agency Agreement. The EnglishTransaction Bank has opened, and will maintain, theInvestment Account in the name of the Issuer and willoperate such account in the name and on behalf of theIssuer. See "Description of the other TransactionDocuments", below.

Principal Paying Agent Deutsche Bank AG, London Branch, the registered officeof which is at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB, United Kingdom, or any otherperson for the time being acting as such, will be theprincipal paying agent (in such capacity, the "PrincipalPaying Agent") pursuant to the terms of the CashAdministration and Agency Agreement. See "Descriptionof the other Transaction Documents", below.

Italian Paying Agent Deutsche Bank S.p.A., a bank incorporated and organisedunder the laws of the Republic of Italy, whose registeredoffice is at Piazza del Calendario, 3, I-20126 Milan, Italy,or any other person for the time being acting as such, willbe the Italian paying agent (in such capacity, the "ItalianPaying Agent") pursuant to the terms of the Agency andAccounts Agreement. The Principal Paying Agent and theItalian Paying Agent are collectively referred to as the"Paying Agents". See "Description of the otherTransaction Documents", below.

Representative of the Noteholders Deutsche Trustee Company Limited, whose registeredoffice is at Winchester House, 1 Great Winchester Street,London EC2N 2DB, United Kingdom, will be therepresentative of the holders of the Notes("Representative of the Noteholders") pursuant to the

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terms of the Intercreditor Agreement (as defined below)dated 8 August 2012 (the "Signing Date") and the Rules ofthe Organisation of the Noteholders (as defined below).

Arranger Cassa Centrale Banca - Credito Cooperativo del NordEst S.p.A., or any other person from time to time acting asArranger (the "Arranger").

Swap Counterparty

Swap Guarantor

J.P. Morgan Securities plc, a company authorised andregulated by the Financial Services Authority, registered inEngland & Wales under registration number 02711006,whose registered office is at 25 Bank Street, CanaryWharf, London E14 5JP, United Kingdom, as swapcounterparty under the Swap Agreement (the "SwapCounterparty").

JPMorgan Chase Bank, N.A., with its registered office at270 Park Avenue, New York, New York 10017-2070,United States of America, or any other person from time totime acting as guarantor of the Swap Counterparty (the"Swap Guarantor").

See "The Swap Counterparty" and the "The SwapGuarantor" below.

Servicers Each of CR Vallagarina, CR Aldeno, CR Alto Garda, CRAdamello, CR Giudicarie, CR Bolzano, CR Lavis, CRValle dei Laghi, CR Fassa, CR Alta Valdisole, CR Pergine,CR Rovereto, CR Tuenno, CR Trento, BCC Romano, BCCCaraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCCCavola, BCC Alto Vicentino, Centromarca, BCC Pianfei,BCC Sala, BCC San Giorgio, BCC San Biagio, BCCSanto Stefano and Mediocredito Trentino-Alto Adige willbe the servicers of their respective Portfolio (in suchcapacity, each a "Servicer" and, collectively, the"Servicers") pursuant to the terms of a servicingagreement entered into with the Issuer on 7 August 2012(the "Servicing Agreement"). See "Description of theServicing Agreement and of the Back-up ServicingAgreement" below.

Limited Recourse Loan Providers Each of CR Vallagarina, CR Aldeno, CR Alto Garda, CRAdamello, CR Giudicarie, CR Bolzano, CR Lavis, CRValle dei Laghi, CR Fassa, CR Alta Valdisole, CR Pergine,CR Rovereto, CR Tuenno, CR Trento, BCC Romano, BCCCaraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCCCavola, BCC Alto Vicentino, Centromarca, BCC Pianfei,BCC Sala, BCC San Giorgio, BCC San Biagio, BCCSanto Stefano and Mediocredito Trentino-Alto Adige, willbe the limited recourse loan providers (in such capacity,each a "Limited Recourse Loan Provider" and,collectively, the "Limited Recourse Loan Providers")pursuant to the terms of a limited recourse loan agreemententered into, inter alios, with the Issuer and theRepresentative of the Noteholders on the Signing Date (the"Limited Recourse Loan Agreement"). See "Description

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of the other Transaction Documents" below.

Back-up Servicer Cassa Centrale will be the back-up servicer (in suchcapacity, the "Back-up Servicer") pursuant to the terms ofa back-up servicing agreement entered into, inter alios,with the Issuer and the Servicers on or about the Issue Date(the "Back-up Servicing Agreement"). See "Descriptionof the Servicing Agreement and of the Back-up ServicingAgreement", below.

Corporate Servicer FIS Full Integrated Solutions S.p.A., whose registeredoffice is at Via della Moscova 3, 20121 Milano, with paid-in share capital of Euro 500,000.00, or any other personfrom time to time acting as such will be the corporateservicer to the Issuer (the "Corporate Servicer"). Pursuantto the terms of a corporate services agreement dated theSigning Date (the "Corporate Services Agreement"), theCorporate Servicer has agreed to provide certainadministrative and secretarial services to the Issuer. See"Description of the other Transaction Documents", below

Stichting Corporate ServicesProvider

Wilmington Trust SP Services (London) Limited, aprivate limited liability company incorporated under thelaws of England, having its registered office at Third Floor1 King’s Arms Yard, London, EC2R 7 AF, UnitedKingdom (the "Stichting Corporate Services Provider").See "Description of the other Transaction Documents"below.

Cash Manager Deutsche Bank AG, London Branch, the registered officeof which is at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB, United Kingdom, or any otherperson for the time being acting as such, will be the cashmanager (in such capacity, the "Cash Manager") pursuantto the terms of the Cash Administration and AgencyAgreement. See "The Cash Manager and ComputationAgent", below.

Computation Agent Deutsche Bank S.p.A., a bank incorporated and organisedunder the laws of the Republic of Italy, whose registeredoffice is at Piazza del Calendario, 3, I-20126 Milan, Italy,or any other person for the time being acting as such, willbe the computation agent (in such capacity, the"Computation Agent") pursuant to the terms of the CashAdministration and Agency Agreement. See "The CashManager and Computation Agent", below.

Irish Listing Agent Deutsche Bank Luxembourg S.A., with offices at 2boulevard Konrad Adenauer L-1115 Luxembourg or anyother person from time to time acting as such, will be theIrish listing agent (the "Irish Listing Agent") pursuant tothe terms of the Cash Administration and AgencyAgreement. See "Description of the other TransactionDocuments" below.

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The Back-Up Servicer Facilitator

The Quotaholder

FIS Full Integrated Solutions S.p.A., whose registeredoffice is at Via della Moscova 3, 20121 Milano, with paid-in share capital of Euro 500,000.00, or any other personfrom time to time acting as back-up servicer facilitator (the"Back-Up Servicer Facilitator").

Stichting Elegance is a Dutch foundation (stichting)established under the laws of The Netherlands, thestatutory seat of which is at Claude Debussylaan 24, 1082MD Amsterdam, The Netherlands. See "Description of theother Transaction Documents" below.

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PRINCIPAL FEATURES OF THE NOTES

Title The Notes will be issued by the Issuer on the Issue Datein the following classes (each a "Class"):

Euro 1,533,000,000 Class A Asset Backed Floating RateNotes due May 2060 (the "Class A Notes");

Euro 656,680,000 Class B Asset Backed Floating RateNotes due May 2060 (the "Class B Notes");

The Class B Notes will be issued by the Issuer on theIssue Date in the following series (each, a "Series");

Euro 19,148,000 Class B1 Asset Backed Floating RateNotes due May 2060 (the "Class B1 Notes");

















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Euro 45,075,000 Class B28 Asset Backed Floating RateNotes due May 2060 (the "Class B28 Notes").

Issue Price The Notes will be issued at the following percentages oftheir principal amount:

Class

Class A NotesClass B Notes

Issue Price

100 per cent100 per cent

Interest The rate of interest applicable from time to time in respectof the Class A Notes (the "Interest Rate") will beEURIBOR for six-month deposits in Euro (the"EURIBOR") (save that for the Initial Interest Period, therate will be the Euribor for six months deposits in Euro)plus the following relevant margin:

0.20 per cent per annum in respect of the Class A Notes;

Interest due on each Series of Class B Notes on eachPayment Date will be equal to the relevant Single SeriesClass B Notes Interest Payment Amount (as definedbelow) as at such Payment Date.

Single Series Class B Notes InterestPayment Amount

Means with respect to each Payment Date and to eachClass of Class B Notes an amount, calculated on theCalculation Date immediately preceding such PaymentDate, equal to:

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(i) the aggregate of all Interest Components accruedon the Claims of the Relevant Portfolio in theimmediately preceding Collection Period(excluding the Rateo Amounts); plus

(ii) the Relevant Proportion(s) of all amounts to bereceived by the Issuer under the Relevant SwapTransaction(s) on or around such Payment Dateother than (1) any Collateral Amounts; and (2) anySwap Tax Credit Amounts; plus

(iii) all amounts received or recovered by the Issuer inthe immediately preceding Collection Period withrespect to the Claims of the Relevant Portfoliowhich are or have been Defaulted Claims; plus

(iv) (a) the relevant Outstanding Notes Ratio of allamounts of interest (if any) accrued on the amountsstanding from time to time to the credit of thePayments Account, the Expenses Account and theCollection and Recoveries Account and paid intothe same during the immediately precedingCollection Period; and (b) all amounts of interest (ifany) accrued on the amounts standing from time totime to the credit of the relevant TransitoryCollection and Recoveries Account, SinglePortfolio Reserve Account, Principal AmortisationReserve Account and Cash Reserve Account andpaid into the same during the immediatelypreceding Collection Period; and (c) all amounts ofinterest (if any) accrued on the amounts standingfrom time to time to the credit of the ReserveAccount which were paid into it out of the relevantSingle Portfolio Available Funds, during theimmediately preceding Collection Period; plus

(v) the relevant Outstanding Notes Ratio of allpayments (if any) received under the EligibleInvestments during the immediately precedingCollection Period; plus

(vi) the Cash Reserve Excess of the Relevant Portfolio;minus

(vii) (a) the aggregate of all amounts due to be paid bythe Issuer on the next following Payment Date outof the relevant Single Portfolio Available Fundsunder items First, Second, Third to Seventh andFifteenth of the Pre-Acceleration Order of Priority,or

(b) all amounts due to be paid by the Issuer on thenext following Payment Date under item Sixth ofthe Acceleration Order of Priority to the Servicer ofthe Relevant Portfolio, plus the relevantOutstanding Notes Ratio of all amounts due to be

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paid by the Issuer on the next following PaymentDate under items First, Second, Third, Fourth,Fifth, Seventh, Tenth and Eleventh of theAcceleration Order of Priority, or

(c) all amounts due to be paid by the Issuer on thenext following Payment Date under item Sixth ofthe Cross Collateral Order of Priority to theServicer of the Relevant Portfolio, plus the relevantOutstanding Notes Ratio of all amounts due to bepaid by the Issuer on the next following PaymentDate under items First, Second, Third, Fourth,Fifth, Seventh, Eighth, Twelfth and Thirteenth of theCross Collateral Order of Priority; minus

(viii) the Outstanding Balance of all the Claims of theRelevant Portfolio which have become DefaultedClaims during the immediately precedingCollection Period calculated as at the immediatelypreceding Collection Date; minus

(ix) the difference, if positive, between (a) the aggregateamount to be paid on such Payment Date as SinglePortfolio Amortised Principal towards redemptionof the Single Portfolio Class A Notes PrincipalAmount Outstanding of the Relevant Portfolio; and(b) the amount accrued in respect of such PaymentDate under items from (i) to (iv) of the definition ofSingle Portfolio Amortised Principal in respect ofthe Relevant Portfolio.

"Collateral Amounts" means any amount standing to thecredit of the Collateral Accounts.

"Relevant Proportion" means, for each Portfolio andeach Relevant Swap Transaction, the ratio, as of eachCalculation Date, between (i) the Swap Single PortfolioOutstanding Principal Amount of such Relevant SwapTransaction as at the second Collection Date immediatelypreceding such Calculation Date and (ii) the SwapOutstanding Principal Amount of such Relevant SwapTransaction as at the second Collection Date immediatelypreceding such Calculation Date.

"Relevant Swap Transaction" means, in respect of eachPortfolio, any Swap Transaction under which any Claimsin such Portfolio are hedged.

"Replacement Swap Premium" means the amountpayable by the Issuer to a replacement swap counterpartyor by a replacement swap counterparty to the Issuer (as thecase may be) in order to enter into a replacement swapagreement to replace or novate the Swap Agreement.

"Swap Outstanding Principal Amount" means, withrespect to each Relevant Swap Transaction, the notionalamount of such Relevant Swap Transaction as specified inthe relevant Swap Confirmation, in each case being an

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amount which references the aggregate principal amountoutstanding of all of the Claims hedged thereunder.

"Swap Single Portfolio Outstanding Principal Amount"means, in respect of each Portfolio and each RelevantSwap Transaction, the Swap Outstanding PrincipalAmount of the Claims in such Portfolio hedged under suchRelevant Swap Transaction.

"Swap Tax Credit Amount" means any amountattributable to a tax credit payable by the Issuer to theSwap Counterparty pursuant to the Swap Agreement.

Payment Date Interest is payable in respect of the Notes, semi-annuallyin arrears in Euro on 29 November 2012 (being the "FirstPayment Date") and, thereafter 29 May and 29 Novemberin each year (or, if any such date is not a Business Day,that date will be the first following day that is a BusinessDay unless that day falls in the next calendar month inwhich case that date will be the first preceding day that isa Business Day) (each such date a "Payment Date").

Form and Denomination The Notes will be issued in dematerialised form (emessein forma dematerializzata) and will be wholly andexclusively deposited with Monte Titoli in accordancewith article 83-bis of the Legislative Decree No. 58 of 24February 1998.

The Notes will be held by Monte Titoli on behalf of theNoteholders until redemption and cancellation for theaccount of each relevant Monte Titoli Account Holder.Monte Titoli shall act as depository for Clearstream,Luxemburg and Euroclear. The Notes will at all times bein book entry form and title to the Notes will be evidencedby book entries in accordance with the provisions of: (i)article 83-bis of the Legislative Decree No. 58 of 24February 1998; and (ii) resolution dated 22 February 2008jointly issued by CONSOB and the Bank of Italy, asamended from time to time. No physical document of titlewill be issued in respect of the Notes.

The Class A Notes will be issued in denominations of Euro100,000. Each Series of Class B Notes will be issued indenominations of Euro 1,000.

The Issuer has elected Ireland as Home Member State forthe purpose of Directive 2004/109/EC of the EuropeanParliament and of the Council of 15 December 2004 (the"Transparency Directive").

Ranking With respect to the obligation of the Issuer to pay interestand repay principal on the Notes, the Conditions providethat the Class A Notes will rank pari passu and withoutany preference or priority among themselves; each Seriesof Class B Notes will rank pari passu and without anypreference or priority among themselves but will besubordinated to the Class A Notes.

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Principal on each Series of Class B Notes will bereimbursed and interest accrued thereon will be paid out ofavailable funds deriving from collections and recoveries ofthe Relevant Portfolio provided that, following occurrenceof a Cross Collateral Event and in case of acceleration ofthe reimbursement of the Notes, principal on each Seriesof Class B Notes will be reimbursed and interest accruedthereon will be paid out of the aggregate available fundsderiving from collections and recoveries of all thePortfolios, but in an amount which is a function of theperformance of the Relevant Portfolio.

No repayments of principal will be made on the Class BNotes until all principal due on the Class A Notes has beenpaid or is paid concurrently with such repayment as setforth in the Conditions.

If a Trigger Notice is served, as long as any Class A Notesare outstanding, unless notice has been given to the Issuerdeclaring the Class A Notes due and payable, the Class BNotes shall not be capable of being declared due andpayable and the Class A Noteholders will be entitled todetermine the remedies to be exercised. Remedies pursuedby the Class A Noteholders could be adverse to theinterests of the Class B Noteholders.

The Intercreditor Agreement contains provisions regardingthe protection of the respective interests of the IssuerSecured Creditors in connection with the exercise of thepowers, authorities, rights, duties and discretion of theRepresentative of the Noteholders under or in connectionwith the Notes or any of the Transaction Documents. If,however, in the sole and absolute opinion of theRepresentative of the Noteholders, there is or may be aconflict between the interests of the Noteholders of anyClasses of Notes and of the Other Issuer Creditors, theRepresentative of the Noteholders is required to regardonly the interests of the Class of Noteholders and/or OtherIssuer Creditors ranking higher in the applicable Order ofPriority, until such Class of Notes has been redeemed infull or the relevant Other Issuer Creditors has beencompletely satisfied. The Representative of theNoteholders shall have regard to the interest of each Classof Noteholders as a class, and not with respect to each ofthe Noteholders. In no event the Representative of theNoteholders may agree to any amendment or modificationor waiver to the Transaction Documents which, in the soleand absolute opinion of the Representative of theNoteholders, is materially prejudicial to the interest of theholders of the Most Senior Class of Notes. If at any timethere is, in the sole and absolute opinion of theRepresentative of the Noteholders, a conflict between theinterests of the Other Issuer Creditors, then theRepresentative of the Noteholders shall have regard to theinterests of whichever of the Other Issuer Creditors rankshigher in the applicable Order of Priority for the payment

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of the amounts therein specified.

Issuer Available Funds Means in respect of each Payment Date, following theservice of a Cross Collateral Notice or a Trigger Notice,the aggregate of (without duplication):

(i) all Collections received by the Issuer through theServicers, during the immediately precedingCollection Period;

(ii) all other amounts transferred during theimmediately preceding Collection Period from therelevant Transitory Collection and RecoveriesAccount into the Collection and RecoveriesAccount;

(iii) all interest accrued on the amounts standing to thecredit of each of the Accounts (except for theCollateral Accounts and the Quota Capital Account)and payments received under the EligibleInvestments during the immediately precedingCollection Period;

(iv) all amounts, if any, credited to the PrincipalAmortisation Reserve Accounts on the immediatelypreceding Payment Date;

(v) all amounts due and payable to the Issuer in respectof such Payment Date under the terms of the SwapAgreement (if and to the extent paid) other than (1)any Collateral Amounts; and (2) any Swap TaxCredit Amounts;

(vi) any Swap Collateral Account Surplus paid into thePayments Account in accordance with theCollateral Account Order of Priority;

(vii) all amounts received from the Originators, if any,pursuant to the Warranty and Indemnity Agreementand/or the Transfer Agreements and any paymentmade to the Issuer by any other party to theTransaction Documents during the immediatelypreceding Collection Period;

(viii) all amounts, if any, credited to the PaymentsAccount during the immediately precedingCollection Period other than the Issuer AvailableFunds utilised on the immediately precedingPayment Date;

(ix) all amounts, if any, credited to the Reserve Accounton any preceding Payment Date and not yet utilisedas Single Portfolio Available Funds or IssuerAvailable Funds;

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(x) all amounts, if any, credited to the Single PortfolioReserve Accounts on any preceding Payment Dateand not yet utilised as Single Portfolio AvailableFunds or Issuer Available Funds;

(xi) until full repayment of the Class A Notes:

(a) the amount of the Cash Reserves (each for anamount as determined pursuant to the termsof the Cash Administration and AgencyAgreement) necessary to pay amount dueunder items from First to Seventh (included)of the Acceleration Order of Priority, orunder items from First to Seventh (included)of the Cross Collateral Order of Priority (asapplicable) in the event of a shortfall of theIssuer Available Funds in respect of suchamounts on such Payment Date,

(b) only on the Payment Date on which theamount under item (ii) of the Class A NotesPrincipal Payment Amount is to be utilisedtowards redemption of the Class A Notes, acorresponding amount of the Cash Reserves(each for an amount as determined pursuantto the terms of the Cash Administration andAgency Agreement), and

(c) on the earlier of the Final Maturity Date andthe first Payment Date on which theAcceleration Order of Priority applies, theamount of the Cash Reserves necessary toredeem in full the Class A Notes (each for anamount as determined pursuant to the termsof the Cash Administration and AgencyAgreement);

(xii) the Cash Reserve Excess of all Portfolios;

(xiii) without duplication of (viii) above, payments madeto the Issuer by any other party to the TransactionDocuments during the immediately precedingCollection Period;

(xiv) following the delivery of the Cross CollateralNotice, on the Calculation Date immediatelypreceding the Final Redemption Date and on anyCalculation Date thereafter, the balance standing tothe credit of the Expenses Account at such dates;and

(xv) as of each Calculation Date following the service ofa Trigger Notice, any other amounts received orrecovered by or on behalf of the Issuer or theRepresentative of the Noteholders in respect of theClaims, the Note Security and the Issuer's Rightsunder the Transaction Documents (but excluding

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the Collateral Amounts (if any)).

Single Portfolio Available Funds Means, in respect of each Payment Date and eachPortfolio, the aggregate (without duplication) of:

(i) all the Collections received by the Issuer, throughthe relevant Servicer of such Portfolio, during theimmediately preceding Collection Period in relationto the Claims of the Relevant Portfolio;

(ii) all other amounts transferred during theimmediately preceding Collection Period from therelevant Transitory Collection and RecoveriesAccount into the Collection and RecoveriesAccount;

(iii) the relevant Outstanding Notes Ratio of all interestaccrued on the amounts standing to the credit ofeach of the Accounts (except for the CollateralAccounts and the Quota Capital Account) andpayments received under the Eligible Investmentsduring the immediately preceding CollectionPeriod;

(iv) all amounts, if any, retained in and/or credited tothe relevant Principal Amortisation ReserveAccount on the immediately preceding PaymentDate;

(v) the Relevant Proportion(s) of all amounts due andpayable, although not yet paid, to the Issuer by theSwap Counterparty in accordance with the terms ofthe Relevant Swap Transaction(s) on or aroundsuch Payment Date other than (1) any CollateralAmounts; and (2) any Swap Tax Credit Amounts;

(vi) the relevant Outstanding Notes Ratio of any SwapCollateral Account Surplus paid into the PaymentsAccount in accordance with the Collateral AccountOrder of Priority;

(vii) all amounts, if any, received from the relevantOriginator pursuant to the Warranty and IndemnityAgreement and/or the relevant Transfer Agreementin respect of the relevant Claims during theimmediately preceding Collection Period;

(viii) (a) the relevant Outstanding Notes Ratio of all theamounts, if any, credited to the Payments Accountduring the immediately preceding Collection Period(save for the Single Portfolio Available Fundsutilised on the immediately preceding PaymentDate and the amounts under (b) and (c) herebelow),(b) the amounts credited on the Payments Accountsunder item Twentieth of the Pre-Acceleration Order

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of Priority, on the preceding Payment Date out ofthe relevant Single Portfolio Available Funds, and(c) in relation to the First Payment Date only, therelevant Issue Price Difference;

(ix) the amounts, if any, credited to the ReserveAccount on the preceding Payment Date out of therelevant Single Portfolio Available Funds;

(x) with respect to each Payment Date on which aSingle Portfolio Detrimental Event has notoccurred, the difference, if positive, between (a) allamounts, if any, credited to such Single PortfolioReserve Account on any preceding Payment Dateand not yet utilised as Single Portfolio AvailableFunds and (b) the amount calculated as follows: (I)all amounts, if any, credited to such Single PortfolioReserve Account on any preceding Payment Dateand not yet utilised as Single Portfolio AvailableFunds, multiplied by (II) the ratio between (x) theamount equal to the difference between the TargetCash Reserve Amount and the Relevant CashReserve (calculated taking into account any amountto be paid on such Payment date), and (y) theaggregate of all amounts, if any, credited to allSingle Portfolio Reserve Accounts on anypreceding Payment Date and not yet utilised asSingle Portfolio Available Funds;

(xi) until full repayment of the Class A Notes

(a) the amount of the Relevant Cash Reserve(augmented, if necessary, by the amount madeavailable on such Payment Date by the otherRelevant Cash Reserves pursuant to the terms ofthe Cash Administration and Agency Agreement)necessary exclusively to pay amount due underitems from First to Seventh of the Pre-AccelerationOrder of Priority, in the event of a shortfall of therelevant Single Portfolio Available Funds in respectof such amounts on such Payment Date,

(b) only on the Payment Date on which the amountunder item (vi) of the Single Portfolio AmortisedPrincipal is to be utilised towards payment of therelevant Single Portfolio Class A Notes PrincipalAmount Outstanding, a corresponding amount ofthe Relevant Cash Reserve; and

(c) on the Final Maturity Date the amount of theRelevant Cash Reserve necessary to pay in full therelevant Single Portfolio Class A Notes PrincipalAmount Outstanding;

(xii) the Cash Reserve Excess of the Relevant Portfolio;

(xiii) any amount received on the same Payment Date

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under item Eleventh of the Pre Acceleration Orderof Priority of each of the other Portfolios;

(xiv) without duplication of (viii) above, the relevantOutstanding Notes Ratio of all payments made tothe Issuer by any other party to the TransactionDocuments during the Collection Periodimmediately preceding such Calculation Date; and

(xv) on the Calculation Date immediately preceding theFinal Redemption Date and on any CalculationDate thereafter, the balance standing to the credit ofthe Expenses Account at such dates.

Outstanding Notes Ratio Means with respect to any Payment Date and to eachPortfolio, the ratio, calculated as at the immediatelypreceding Collection Date, between: (x) the relevantSingle Portfolio Notes Principal Amount Outstanding, and(y) the Principal Amount Outstanding of all the Notes.

Single Portfolio Notes PrincipalAmount Outstanding

Means with respect to each Payment Date:

(i) with respect to Portfolio No. 1, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B1 Notes;

(ii) with respect to Portfolio No. 2, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B2 Notes;

(iii) with respect to Portfolio No. 3, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B3 Notes;

(iv) with respect to Portfolio No. 4, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B4 Notes;

(v) with respect to Portfolio No. 5, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B5 Notes;

(vi) with respect to Portfolio No. 6, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B6 Notes;

(vii) with respect to Portfolio No. 7, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the Principal

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Amount Outstanding of the Class B7 Notes;

(viii) with respect to Portfolio No. 8, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B8 Notes;

(ix) with respect to Portfolio No. 9, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B9 Notes;

(x) with respect to Portfolio No. 10, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B10 Notes;

(xi) with respect to Portfolio No. 11, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B11 Notes;

(xii) with respect to Portfolio No. 12, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B12 Notes;

(xiii) with respect to Portfolio No. 13, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B13 Notes;

(xiv) with respect to Portfolio No. 14, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B14 Notes;

(xv) with respect to Portfolio No. 15, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B15 Notes;

(xvi) with respect to Portfolio No. 16, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B16 Notes;

(xvii) with respect to Portfolio No. 17, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B17 Notes;

(xviii) with respect to Portfolio No. 18, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B18 Notes;

(xix) with respect to Portfolio No. 19, the aggregate of

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the relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B19 Notes;

(xx) with respect to Portfolio No. 20, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B20 Notes;

(xxi) with respect to Portfolio No. 21, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B21 Notes;

(xxii) with respect to Portfolio No. 22, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B22 Notes;

(xxiii) with respect to Portfolio No. 23, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B23 Notes;

(xxiv) with respect to Portfolio No. 24, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B24 Notes;

(xxv) with respect to Portfolio No. 25, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B25 Notes;

(xxvi) with respect to Portfolio No. 26, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B26 Notes;

(xxvii) with respect to Portfolio No. 27, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B27 Notes;

(xxviii) with respect to Portfolio No. 28, the aggregate ofthe relevant Single Portfolio Class A NotesPrincipal Amount Outstanding and the PrincipalAmount Outstanding of the Class B28 Notes;

in each case as at the immediately preceding CollectionDate.

Single Portfolio Class A NotesPrincipal Amount Outstanding

Means, with respect to each Payment Date and to eachPortfolio, the positive difference between:

1. the relevant Single Portfolio Initial Class A NotesPrincipal Amount Outstanding; and

2. the aggregate of all the Single Portfolio Class ANotes Principal Payment Amounts paid to the Class

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A Noteholders on the preceding Payment Dates.

Single Portfolio Class A Notes Ratio Means, with respect to each Payment Date and eachPortfolio, the fraction, expressed as a percentage:

1. the numerator of which is represented by therelevant Single Portfolio Class A Notes PrincipalAmount Outstanding; and

2. the denominator of which is represented by theaggregate Principal Amount Outstanding of theClass A Notes as at such Payment Date (withoutconsidering any principal payment to be made onsuch Payment Date).

Single Portfolio Initial Class ANotes Principal AmountOutstanding

Means (i) with respect to Portfolio No. 1, an amount of theClass A Notes equal to € 44,700,000; (ii) with respect toPortfolio No. 2, an amount of the Class A Notes equal to €35,200,000; (iii) with respect to Portfolio No. 3, anamount of the Class A Notes equal to € 66,100,000; (iv)with respect to Portfolio No. 4, an amount of the Class ANotes equal to € 37,100,000; (v) with respect to PortfolioNo. 5, an amount of the Class A Notes equal to €48,500,000; (vi) with respect to Portfolio No. 6, an amountof the Class A Notes equal to € 41,000,000; (vii) withrespect to Portfolio No. 7, an amount of the Class A Notesequal to € 43,300,000; (viii) with respect to Portfolio No.8, an amount of the Class A Notes equal to € 25,100,000;(ix) with respect to Portfolio No. 9, an amount of the ClassA Notes equal to € 38,000,000; (x) with respect toPortfolio No. 10, an amount of the Class A Notes equal to€ 27,300,000; (xi) with respect to Portfolio No. 11, anamount of the Class A Notes equal to € 35,400,000; (xii)with respect to Portfolio No. 12 , an amount of the Class ANotes equal to € 34,400,000; (xiii) with respect toPortfolio No. 13, an amount of the Class A Notes equal to€ 27,700,000; (xiv) with respect to Portfolio No. 14, anamount of the Class A Notes equal to € 58,400,000; (xv)with respect to Portfolio No. 15, an amount of the Class ANotes equal to € 29,000,000; (xvi) with respect toPortfolio No. 16, an amount of the Class A Notes equal to€ 65,900,000; (xvii) with respect to Portfolio No. 17, anamount of the Class A Notes equal to € 123,200,000;(xviii) with respect to Portfolio No. 18, an amount of theClass A Notes equal to € 276,000,000; (xix) with respectto Portfolio No. 19, an amount of the Class A Notes equalto € 39,400,000; (xx) with respect to Portfolio No. 20, anamount of the Class A Notes equal to € 48,500,000; (xxi)with respect to Portfolio No. 21, an amount of the Class ANotes equal to € 28,100,000; (xxii) with respect toPortfolio No. 22, an amount of the Class A Notes equal to€ 37,200,000; (xxiii) with respect to Portfolio No. 23, anamount of the Class A Notes equal to € 37,000,000; (xxiv)with respect to Portfolio No. 24, an amount of the Class ANotes equal to € 28,900,000; (xxv) with respect to

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Portfolio No. 25, an amount of the Class A Notes equal to€ 75,900,000; (xxvi) with respect to Portfolio No. 26, anamount of the Class A Notes equal to € 32,800,000; (xxvii)with respect to Portfolio No. 27, an amount of the Class ANotes equal to € 43,700,000; (xxviii) with respect toPortfolio No. 28, an amount of the Class A Notes equal to€ 105,200,000.

Class A Notes Principal PaymentAmount

Means (i) with respect to each Payment Date, theaggregate of all Single Portfolio Class A Notes PrincipalPayment Amounts (but excluding amounts payable underitem (vi) of the definition of Single Portfolio AmortisedPrincipal), plus (ii) only on the Payment Date on whichthe Single Portfolio Class A Notes Principal AmountOutstanding of each Portfolio may be redeemed in full byutilising the Cash Reserves (available on such PaymentDate following payment in full of all items ranking higherin the Cross Collateral Order of Priority), an amount equalto the aggregate Single Portfolio Class A Notes PrincipalAmount Outstanding (which would otherwise remainoutstanding following payments under item (i) above);provided that on the Final Maturity Date the Class A NotesPrincipal Payment Amount will be equal to the aggregateof all Single Portfolio Class A Notes Principal AmountOutstanding.

Single Portfolio Class A NotesPrincipal Payment Amount

Means with respect to each Payment Date and to eachPortfolio the lower of: (i) the relevant Single PortfolioAmortised Principal; and (ii) the relevant Single PortfolioClass A Notes Principal Amount Outstanding, in each caseas at the immediately preceding Collection Date; providedthat on the Final Maturity Date each Single Portfolio ClassA Notes Principal Payment Amount will be equal to therelevant Single Portfolio Class A Notes Principal AmountOutstanding.

Single Portfolio AmortisedPrincipal

Means, with respect to each Payment Date and to eachPortfolio, an amount equal to the aggregate of:

(i) the aggregate amount of the Principal Componentsof the relevant Claims collected during theimmediately preceding Collection Periodexcluding, all Principal Components collected insuch immediately preceding Collection Period inrelation to the Claims that have become DefaultedClaims in any previous Collection Period (withoutprejudice to the provisions under items (ii) and (iii)below);

(ii) the Outstanding Principal of the relevant Claimsthat have become Defaulted Claims during theimmediately preceding Collection Period, as of thedate when such Claims became Defaulted Claims;

(iii) any amount received by the Issuer during the

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immediately preceding Collection Period from theOriginator of the relevant Claims pursuant to therelevant Transfer Agreement and/or the Warrantyand Indemnity Agreement; and

(iv) any repurchase price of the relevant Claimsreceived in the immediately preceding CollectionPeriod;

(v) on the First Payment Date an amount equal to 3%of the Single Portfolio Initial Class A NotesPrincipal Amount Outstanding;

(vi) the relevant Single Portfolio Amortised Principal(or portion thereof) unpaid at the previous PaymentDate (for the avoidance of doubt including anyamount unpaid under item (v) hereabove); and

(vii) only on the Payment Date on which the SinglePortfolio Class A Notes Principal AmountOutstanding of each Portfolio may be redeemed infull by utilising for each Portfolio the RelevantCash Reserve (available on such Payment Datefollowing payment in full of all items rankinghigher in the Pre-Acceleration Order of Priority), anamount equal to the relevant Single Portfolio ClassA Notes Principal Amount Outstanding (whichwould otherwise remain outstanding followingpayments under items from (i) to (vi) above).

ACCOUNTS AND DESCRIPTION OF CASH FLOWS

Accounts held with the OperatingBank

The Issuer has directed the Operating Bank to establish,maintain and operate the following accounts as separateaccounts in the name of the Issuer:

Transitory Collection andRecoveries Accounts

28 euro denominated current accounts named withreference to each Portfolio (each a "Transitory Collectionand Recoveries Account") (Conto Incassi e RecuperiTransitorio), into which all amounts received or recoveredby each Servicer under each relevant Portfolio will be paidwithin one Business Day of receipt; and out of which (i)all amounts standing to the credit of each such accountwill be transferred to the Collection and RecoveriesAccount on the fifteenth and thirtieth day of each calendarmonth (except for February in which case the thirtieth dayshall be the twenty-eighth) and in any case on the BusinessDay following the day on which the aggregate balance ofall the Transitory Collection and Recoveries Accounts isequal to or greater than Euro 250,000, provided that, upondowngrading of the Operating Bank below Ba2 fromMoody’s, all amounts standing to the credit of each suchaccount within 18:00 of each Business Day will betransferred on the same Business Day to the Collectionand Recoveries Account and (ii) 2 (two) Business Daysprior to each Payment Date all amounts standing to the

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credit of such account on the immediately precedingCollection Date shall be transferred to the PaymentsAccount;

Expenses Account A euro denominated current account with IBAN IT 28 O03599 01800 000000642222 (the "Expenses Account")(Conto Spese) into which (i) on the Issue Date theRetention Amount and the amounts indicated in theLimited Recourse Loan Agreement necessary to pay theupfront costs and the expenses of the Issuer in respect ofthe Securitisation shall be paid; and (ii) on each PaymentDate an amount shall be paid from the Payments Accountso that the balance standing to the credit of the ExpensesAccount on such Payment Date is equal to the RetentionAmount; and out of which on the Issue Date the amountsindicated in the Limited Recourse Loan Agreementnecessary to pay the upfront costs and the expenses of theIssuer in respect of the Securitisation shall be paid, andthereafter the amounts set out in the Payment Instructionsshall be paid. In this respect, if the Computation Agent isinformed at any time by the Issuer or the CorporateServicer that the Issuer must pay any amount in respect ofany taxes due and payable by the Issuer and any fees, costsand expenses required to be paid in order to preserve thecorporate existence of the Issuer or to maintain it in goodstanding and comply with applicable legislation andregulations on a Business Day other than a Payment Date,the Computation Agent will as soon as practicable instructthe Operating Bank to make such payment on behalf of theIssuer out of the Expenses Account on the date on whichthe relevant payment falls due or, if already due, as soonas practically possible by delivering to the Operating Banka payment instruction drafted in accordance with the CashAdministration and Agency Agreement (each, a "PaymentInstruction");

Quota Capital Account A euro denominated deposit account with IBAN IT 04 C03599 01800 000000641111, opened with the OperatingBank into which the Issuer's equity capital of € 10,000shall remain deposited for as long as any Notes areoutstanding (the "Quota Capital Account") (ContoCapitale Sociale).

Accounts held with the TransactionBank

The Issuer has directed the Transaction Bank to establish,maintain and operate the following accounts as separateaccounts in the name of the Issuer:

Payments Account A euro denominated current account with No. 825650and with IBAN IT68Y0310401600000000825650 (the"Payments Account") (Conto Pagamenti) into which (i)all amounts received by the Issuer under the TransactionDocuments (other than the collections and recoveries onthe Claims) will be credited if not credited to otheraccounts pursuant to the Transaction Documents; (ii) allamounts standing to the credit of the Investment Account

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and in general any sums arising from the liquidation,maturity or disposal of the Eligible Investments(including any profit generated thereby or interestmatured thereon) shall be transferred two Business Daysprior to each Payment Date; (iii) all amounts transferredfrom the Cash Reserve Accounts 2 (two) Business Daysprior to each Payment Date in order to augment theIssuer Available Funds or the Single Portfolio AvailableFunds and as Cash Reserve Excess shall be credited; (iv)amounts due and payable by the Swap Counterpartyunder the Swap Agreement (other than CollateralAmounts) in respect of such Payment Date shall be paid(if any); and (v) any Swap Collateral Account Surplusrequired to be transferred to the Payments Accountpursuant to the Collateral Account Order of Priority shallbe credited; and

out of which (i) on the Business Day preceding eachPayment Date until the Payment Date (excluded) onwhich the Class A Notes are fully reimbursed, an amountequal to the difference between (a) amounts invested inEligible Investments out of each relevant Cash ReserveAccount in the preceding Collection Period and (b) thesum of (x) the amount of each Relevant Cash Reservenecessary to augment the Issuer Available Funds or theSingle Portfolio Available Funds as calculated by theComputation Agent (also in accordance with clause 15 ofthe Cash Administration and Agency Agreement andindicated in the relevant Payments Reports) in respect ofthe immediately following Payment Date, and (y) eachrelevant Cash Reserve Excess in respect of theimmediately following Payment Date, shall be credited tothe relevant Cash Reserve Account;(ii) all amountsstanding to credit thereof will be transferred to theInvestment Account one Business Day after each PaymentDate and on the Business Day following the fifteenth andthe thirtieth day of each calendar month (except forFebruary in which case the thirtieth day shall be thetwenty eighth and except for each month in which aPayment Date falls) if the balance of such account isequal to or higher than Euro 50,000 (fifty thousand); and(iii) on each Payment Date all payments of interest andprincipal on the Notes and any payments to the OtherIssuer Creditors and any third party creditors of theTransaction shall be made in accordance with theapplicable Order of Priority and the relevant PaymentsReport (provided that amounts necessary to pay interestand principal on the Notes shall be transferred to theItalian Paying Agent one Business Day before eachPayment Date);

Collection and Recoveries Account A euro denominated current account with No. 825649 andIBAN IT11D0310401600000000825649 (the "Collectionand Recoveries Account") (Conto Incassi e Recuperi)into which all amounts standing to the credit of each

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Transitory Collection and Recoveries Account will betransferred on the fifteenth and thirtieth day of eachcalendar month (except for February in which case thethirtieth day shall be the twenty-eighth day) and in anycase on the Business Day following the day on which theaggregate balance of all the Transitory Collection andRecoveries Accounts is equal to or greater than Euro250,000, provided that, upon downgrading of theOperating Bank below Ba2 from Moody’s, all amountsstanding to the credit of the Transitory Collection andRecoveries Account within 18:00 of each Business Daywill be transferred on the same Business Day; and out ofwhich (a) one Business Day after each Payment Date andon the Business Day following the fifteenth and thirtiethday of each calendar month (except for February in whichcase the thirtieth day shall be the twenty-eight day) allamounts credited to such account shall be transferred tothe Investment Account; and (b) two Business Days priorto each Payment Date all amount credited to such accountshall be transferred to the Payments Account, to the extentnot credited to the Investment Account.

Cash Reserve Accounts28 accounts denominated with reference to eachRelevant Portfolio (each a "Cash Reserve Account"),with IBAN No. IT45Z0310401600000000825651 (inrespect of the Portfolio No. 1), IBAN No.IT15A0310401600000000825652 (in respect of thePortfolio No. 2), IBAN No.IT89B0310401600000000825653 (in respect of thePortfolio No. 3), IBAN No.IT66C0310401600000000825654 (in respect of thePortfolio No. 4), IBAN No.IT43D0310401600000000825655 (in respect of thePortfolio No. 5), IBAN No.IT20E0310401600000000825656 (in respect of thePortfolio No. 6), IBAN No.IT94F0310401600000000825657 (in respect of thePortfolio No. 7), IBAN No.IT71G0310401600000000825658 (in respect of thePortfolio No. 8), IBAN No.IT48H0310401600000000825659 (in respect of thePortfolio No. 9), IBAN No.IT90A0310401600000000825660 (in respect of thePortfolio No. 10), IBAN No.IT67B0310401600000000825661 (in respect of thePortfolio No. 11), IBAN No.IT44C0310401600000000825662 (in respect of thePortfolio No. 12), IBAN No.IT21D0310401600000000825663 (in respect of thePortfolio No. 13), IBAN No.IT95E0310401600000000825664 (in respect of thePortfolio No. 14), IBAN No.IT72F0310401600000000825665 (in respect of thePortfolio No. 15), IBAN No.IT49G0310401600000000825666 (in respect of the

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Portfolio No. 16), IBAN No.IT26H0310401600000000825667 (in respect of thePortfolio No. 17), IBAN No.IT03I0310401600000000825668 (in respect of thePortfolio No. 18), IBAN No.IT77J0310401600000000825669 (in respect of thePortfolio No. 19), IBAN No.IT22C0310401600000000825670 (in respect of thePortfolio No. 20), IBAN No.IT96D0310401600000000825671 (in respect of thePortfolio No. 21), IBAN No.IT73E0310401600000000825672 (in respect of thePortfolio No. 22), IBAN No.IT50F0310401600000000825673 (in respect of thePortfolio No. 23), IBAN No.IT27G0310401600000000825674 (in respect of thePortfolio No. 24), IBAN No.IT04H0310401600000000825675 (in respect of thePortfolio No. 25), IBAN No.IT78I0310401600000000825676 (in respect of thePortfolio No. 26), IBAN No.IT55J0310401600000000825677 (in respect of thePortfolio No. 27), IBAN No.IT32K0310401600000000825678 (in respect of thePortfolio No. 28), and opened with the Transaction Bank,or any other account as may replace each of them inaccordance with the Cash Administration and AgencyAgreement.

into which (i) on the Issue Date, the relevant LimitedRecourse Loan Provider shall credit the relevant TargetCash Reserve Amount pursuant to the Limited RecourseLoan Agreement; (ii) on the Issue Date the relevantSubscriber shall credit the amount as indicated inSchedule 5 of the Notes Subscription Agreement (the"Issue Price Difference") and (iii) on each PaymentDate all sums payable from the Relevant Portfolio underitem Eighth of the Pre-Acceleration Order of Priority orthe relevant quota of sums payable under item Eighth ofthe Cross Collateral Order of Priority, shall be credited,and (iv) on the Business Day preceding each PaymentDate until the Payment Date (included) on which theClass A Notes are redeemed in full, an amount equal tothe difference between (a) amounts transferred to theInvestment Account out of each Relevant Cash ReserveAccount in the preceding Collection Period and (b) thesum of (x) the amount of each Relevant Cash Reservenecessary to augment the Issuer Available Funds or theSingle Portfolio Available Funds as calculated by theComputation Agent (also in accordance with clause 15 ofthe Cash Administration and Agency Agreement asindicated in the relevant Payments Reports) in respect ofthe immediately following Payment Date, and (y) eachrelevant Cash Reserve Excess in respect of theimmediately following Payment Date, shall be credited

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from the Payments Account; and

out of which (i) 2 (two) Business Days prior to eachPayment Date, the amounts under item (ii) and(iv)(b)(x) and (iv)(b)(y) above (except for thosedescribed below under item (ii)) will be transferred to thePayments Account; or otherwise (ii) upon instruction ofthe Operating Bank pursuant to clause 8.1 of the CashAdministration and Agency Agreement, all amountstanding to the credit thereof will be transferred to theInvestment Account.

Reserve Account A euro denominated current account (the "ReserveAccount") (Conto di Riserva) into which on each PaymentDate following the occurrence of a Detrimental Event, theReserve Amount shall be paid from the PaymentsAccount; and out of which all the amounts standing to thecredit thereof will be transferred to the InvestmentAccount on the Business Day following the date on whichthe relevant amounts shall be credited.

Single Portfolio Reserve Accounts 28 euro denominated current accounts denominated withreference to each Portfolio (each a "Single PortfolioReserve Account") (Conto di Riserva SingoloPortafoglio) into which on each Payment Date followingthe occurrence of a Single Portfolio Detrimental Eventwith respect to one or more Portfolios, the Single PortfolioReserve Amount with respect to the relevant Portfolio orPortfolios shall be paid from the Payments Account; andout of which all the amounts standing to the credit thereofwill be transferred to the Investment Account on theBusiness Day following the date on which the relevantamounts shall be credited on each of such account inaccordance with the Conditions.

Principal Amortisation ReserveAccounts

28 euro denominated current accounts denominated withreference to each Portfolio (each a "PrincipalAmortisation Reserve Account") (Conto di RiservaAmmortamento Capitale) into which on each PaymentDate following the occurrence of a Class A NotesDisequilibrium Event with respect to one or morePortfolios the relevant Principal Amortisation ReserveAmount shall be paid from the Payments Account; and outof which all the amounts standing to the credit thereof willbe transferred to the Investment Account on the BusinessDay following the date on which the relevant amountsshall be credited.

Accounts held with the EnglishTransaction Bank

The Issuer has directed the English Transaction Bank toestablish, maintain and operate the following account as aseparate account in the name of the Issuer:

Investment Account A euro denominated cash and securities account withIBAN GB78DEUT40508128174106 (the "InvestmentAccount") into which (i) all the amounts standing to the

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credit of the Collection and Recoveries Account will betransferred on the Business Day following the fifteenthand thirtieth day of each calendar month (except forFebruary in which case the thirtieth day shall be thetwenty-eighth day); (ii) all the amounts standing to creditof the Payments Account will be transferred one BusinessDay after each Payment Date and on the Business Dayfollowing the fifteenth and thirtieth day of each calendarmonth (except for February in which case the thirtieth dayshall be the twenty-eighth day) if the balance of suchaccount is equal to or higher than Euro 50,000; (iii) (a) allthe amounts standing to the credit of the Single PortfolioReserve Accounts (if any), the Reserve Accounts (if any)and the Principal Amortisation Reserve Accounts (if any)will be transferred on the Business Day following the dateon which the relevant amounts shall be credited on each ofsuch account in accordance with the Conditions, in eachcase for the purpose of the investment in EligibleInvestments and (b) the amounts standing to the credit ofthe Cash Reserve Accounts transferred pursuant to theCash Administration and Agency Agreement shall becredited for the purpose of the investment in EligibleInvestments; and (iv) all securities constituting EligibleInvestments and any proceeds upon maturity or any sumsarising from the disposal or liquidation of the EligibleInvestments (including profit generated thereby or interestmatured thereon) different from those proceeds to becredited to the Payments Account shall be credited; andout of which (a) any amounts standing to the credit thereofshall be credited to the Payments Account two BusinessDays before each Payment Date; and (b) all amountsstanding to the credit thereof will be applied by the CashManager for the purchase of Eligible Investments.

Cash Collateral Account An account (the "Cash Collateral Account") with IBANCode GB51DEUT40508128174107 into which (i) anycash collateral received from the Swap Counterpartypursuant to the Swap Agreement, (ii) any interest ordistributions on, and any liquidation or other proceeds of,such collateral, (iii) any Replacement Swap Premiumreceived by the Issuer from a replacement swapcounterparty and (iv) any termination payment received bythe Issuer from the outgoing Swap Counterparty shall becredited and out of which amounts shall be paid and/orsecurities shall be transferred to the Swap Counterpartyand to any replacement swap counterparty in accordancewith the Swap Agreement and the Collateral AccountOrder of Priority.

Securities Collateral Account A securities account with No. DNK7 into which shall bepaid any collateral in the form of securities received fromthe Swap Counterparty pursuant to the Swap Agreementand out of which securities shall be transferred to the SwapCounterparty in accordance with the Swap Agreement and

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the Collateral Account Order of Priority.

ORDERS OF PRIORITY

Pre-Acceleration Order of Priority Prior to the service of either a Trigger Notice or a CrossCollateral Notice, the Single Portfolio Available Fundsrelating to each of the Portfolios as calculated on eachCalculation Date shall be applied by the Issuer on thePayment Date immediately following such CalculationDate in making payments or provisions in the followingorder of priority (the "Pre-Acceleration Order ofPriority") but, in each case, only if and to the extent thatpayments or provisions of a higher priority have beenmade in full:

(i) First, in or towards satisfaction, pari passu and prorata, according to the respective amounts thereof, ofthe relevant Outstanding Notes Ratio of:

(A) any and all outstanding taxes due andpayable by the Issuer in relation to thisSecuritisation (to the extent that amountsstanding to the credit of the ExpensesAccount are insufficient to pay such costs);

(B) any and all outstanding fees, costs,liabilities and any other expenses to be paidin order to preserve the corporate existenceof the Issuer, to maintain it in goodstanding, to comply with applicablelegislation and to fulfill obligations of theIssuer to third parties (not being OtherIssuer Creditors) incurred in relation to thisSecuritisation (to the extent that amountsstanding to the credit of the ExpensesAccount are insufficient to pay such costs);and

(C) any and all outstanding fees, costs,expenses and taxes required to be paid inconnection with the listing (including thefees of the Irish Listing Agent), deposit orratings of the Notes, or any notice to begiven to the Noteholders or the otherparties to the Transaction Documents (tothe extent that amounts standing to thecredit of the Expenses Account areinsufficient to pay such costs);

(ii) Second, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of the relevant Outstanding Notes Ratio of(a) any and all outstanding fees due and payable tothe Representative of the Noteholders or anyappointee thereof; and (b) up to a maximumaggregate amount for the Portfolios of Euro100,000, all other amounts due and payable to the

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Representative of the Noteholders or any appointeethereof (including any and all outstanding costs,expenses and indemnities);

(iii) Third, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of the relevant Outstanding Notes Ratio ofthe amount necessary to replenish the ExpensesAccount up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of the relevant Outstanding Notes Ratio of (a) anyand all outstanding fees due and payable to theCash Manager, the Computation Agent, the AgentBank, the Operating Bank, the Back-up Servicer,the Transaction Bank, the English TransactionBank, the Paying Agents, the Back-Up ServicerFacilitator, the Corporate Servicer and the StichtingCorporate Services Provider, each under theTransaction Document(s) to which each of them isa party; and (b) up to a maximum aggregate amountfor the Portfolios of Euro 10,000, all other amountsdue and payable to the Cash Manager, theComputation Agent, the Agent Bank, the OperatingBank, the Back-up Servicer, the Transaction Bank,the English Transaction Bank, the Paying Agents,the Back-Up Servicer Facilitator, the CorporateServicer and the Stichting Corporate ServicesProvider (including any and all outstanding costs,expenses and indemnities);

(v) Fifth, to pay all amounts due and payable to theSwap Counterparty under the terms of the RelevantSwap Transaction(s) other than (1) any Swap TaxCredit Amounts and (2) any amounts payablepursuant to the Collateral Account Order of Priority(3) any Senior Swap Termination Payment to theextent already paid pursuant to the CollateralAccount Order of Priority and (4) any SubordinatedSwap Termination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of (a) any and all outstanding fees of the relevantServicer in respect of the servicing of the RelevantPortfolio pursuant to the Servicing Agreement; and(b) up to a maximum amount of Euro 5,000, allother amounts due and payable to the Servicer (tothe extent not expressly included in item (xvii),letters (a) and (b)) in respect of the servicing of theRelevant Portfolio (including any and alloutstanding costs, expenses and indemnities);

(vii) Seventh, in or towards satisfaction, pro rata andpari passu, of the Single Portfolio Class A NotesRatio of all amounts of interest due and payable on

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the Class A Notes;

(viii) Eighth, to credit the relevant Cash Reserve Accountwith the amount required, if any, such that theamount standing to the credit of the relevant CashReserve Account (calculated on the day followingthe immediately preceding Payment Date) equalsthe relevant Target Cash Reserve Amount;

(ix) Ninth, to pay the relevant Single Portfolio Class ANotes Principal Payment Amount;

(x) Tenth in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of all amounts due and payable to the relevantOriginator in respect of the restitution of theindemnities paid by such Originator to the Issuerunder the terms of the Warranty and IndemnityAgreement;

(xi) Eleventh, to increase (pari passu and pro rataaccording to the amounts then due) the SinglePortfolio Available Funds of each other Portfoliofor an amount equal to the corresponding portion ofCash Reserve of each other Portfolio which hasbeen utilised to augment the Single PortfolioAvailable Funds of the Relevant Portfolio(deducted by (i) the amount due by eachcorresponding other Portfolio under the same itemof its Pre Acceleration Order of Priority and (ii) anyamount already paid under this item in anypreceding Payment Date).

(xii) Twelfth, upon the occurrence of a Class A NotesDisequilibrium Event, to credit the relevantPrincipal Amortisation Reserve Amount into therelevant Principal Amortisation Reserve Account;

(xiii) Thirteenth, on the Payment Date following theoccurrence of the Single Portfolio DetrimentalEvent and on each Payment Date thereafter, tocredit the relevant Single Portfolio Reserve Amountinto the relevant Single Portfolio Reserve Account;

(xiv) Fourteenth, on the Payment Date following theoccurrence of the Detrimental Event and on eachPayment Date thereafter, to credit the ReserveAmount Quota into the Reserve Account;

(xv) Fifteenth, in or towards satisfaction of anySubordinated Swap Termination Payment due andpayable to the Swap Counterparty, to the extent notalready paid pursuant to the Collateral AccountOrder of Priority;

(xvi) Sixteenth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of all amounts due and payable to therelevant Originator in respect of the relevant

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Originator's Claims (if any) under the terms of theTransaction Documents (including for theavoidance of doubt the Rateo Amounts) other thanthe payments expressly referred to under any of theitems above;

(xvii) Seventeenth, in or towards satisfaction, pro rataand pari passu, according to the respective amountsthereof, of (1) all amounts due and payable to therelevant Servicer in respect of the restitution of (a)any amount unduly paid by the relevant Servicer (tothe extent not already paid by way of set-off inaccordance with the Servicing Agreement); (b) theinsurance premia and relevant expenses advancedby the relevant Servicer under the ServicingAgreement in relation to the relevant Portfolio; and(c) any other amount due and payable to theServicer to the extent not paid under item Sixth (b)above; and (2) the relevant Outstanding NotesRatio of any amount due and payable to (a) theRepresentative of the Noteholdersto the extent notpaid under item Second (b) above; and (b) to theCash Manager, the Computation Agent, the AgentBank, the Operating Bank, the Back-up Servicer,the Transaction Bank, the English TransactionBank, the Paying Agents, the Back-Up ServicerFacilitator, the Corporate Servicer and the StichtingCorporate Services Provider to the extent not paidunder item Fourth (b) above;

(xviii) Eighteenth, upon repayment in full of the Class ANotes, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of all amounts of principal due and payable to therelevant Limited Recourse Loan Provider under theLimited Recourse Loan Agreement;

(xix) Nineteenth, in or towards satisfaction, pro rata andpari passu, of the Single Series Class B NotesInterest Payment Amount of the relevant Series ofClass B Notes;

(xx) Twentieth, (a) provided that a Class A NotesDisequilibrium Event has not occurred, and beforerepayment in full of the Class A Notes, to credit theamount under letter (b) of this item Twentieth to thePayments Account, and (b) upon repayment in fullof the Class A Notes, in or towards repayment, prorata and pari passu, of the Principal AmountOutstanding of the relevant Series of Class B Notesuntil the Principal Amount Outstanding of therelevant Series of Class B Notes is equal to € 5,000;

(xxi) Twenty-first, on the Final Redemption Date and onany Payment Date thereafter, in or towardsrepayment, pro rata and pari passu, of the PrincipalAmount Outstanding of the relevant Class of Class

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B Notes until the relevant Class of Class B Notes isredeemed in full; and

(xxii) Twenty-second, after full and final settlement of allthe payments due under this Order of Priority andfull redemption of all the Notes, to pay any surplusremaining on the balance of the relevant TransitoryCollections and Recoveries Account, SinglePortfolio Reserve Account and PrincipalAmortisation Reserve Account and the relevantOutstanding Notes Ratio of any surplus remainingon the balance of the Payments Account, theCollection and Recoveries Account, ReserveAccount and Expenses Account to each relevantOriginator.

"Senior Swap Termination Payment" means anytermination payment due to the Issuer from theSwap Counterparty pursuant to the SwapAgreement other than a Subordinated SwapTermination Payment.

"Subordinated Swap Termination Payment"means any termination payment due to the Issuerfrom the Swap Counterparty pursuant to the SwapAgreement upon its termination in respect of whichthe Swap Counterparty is either the DefaultingParty or the sole Affected Party (each as defined inthe Swap Agreement) following the occurrence of aSwap Counterparty Rating Event.

"Swap Counterparty Rating Event" means anyevent of downgrading of the unsecured andunsubordinated debt obligations of the SwapCounterparty (or its guarantor, as applicable)pursuant to the provisions of Part 6(1) (RatingsDowngrade Provisions) of the Schedule to theSwap Agreement.

Acceleration Order of Priority Following the service of a Trigger Notice or in the eventthat the Issuer opts for the early redemption of the Notesunder Condition 7(5) (Optional redemption) or Condition7(3) (Redemption for taxation), the Issuer Available Fundsas calculated on each Calculation Date shall be applied byor on behalf of the Representative of the Noteholders oneach Payment Date immediately following suchCalculation Date in making the following payments in thefollowing order of priority (the "Acceleration Order ofPriority"), but, in each case, only if and to the extent thatpayments of a higher priority have been made in full:

(i) First, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of:

(A) any and all outstanding taxes due andpayable by the Issuer in relation to this

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Securitisation (to the extent that amountsstanding to the credit of the ExpensesAccount are insufficient to pay such costsand to the extent the Issuer is not alreadysubject to any insolvency or analogousproceeding);

(B) any and all outstanding fees, costs,liabilities and any other expenses to bepaid in order to preserve the corporateexistence of the Issuer, to maintain it ingood standing, to comply with applicablelegislation and to fulfill obligations of theIssuer to third parties (not being OtherIssuer Creditors) incurred in relation tothis Securitisation (to the extent thatamounts standing to the credit of theExpenses Account are insufficient to paysuch costs and to the extent the Issuer isnot already subject to any insolvency oranalogous proceeding); and

(C) any and all outstanding fees, costs,expenses and taxes required to be paid inconnection with the listing (including thefees of the Irish Listing Agent), deposit orratings of the Notes, or any notice to begiven to the Noteholders or the otherparties to the Transaction Documents (tothe extent that amounts standing to thecredit of the Expenses Account areinsufficient to pay such costs and to theextent the Issuer is not already subject toany insolvency or analogous proceeding);

(ii) Second, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of any and all outstanding fees, costs andexpenses of and all other amounts due andpayable to the Representative of the Noteholdersor any appointee thereof;

(iii) Third, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of the amount necessary to replenish theExpenses Account up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of any and all outstanding fees, costs andexpenses of and all other amounts due andpayable to the Cash Manager, the ComputationAgent, the Agent Bank, the Operating Bank, theBack-up Servicer, the Transaction Bank, theEnglish Transaction Bank, the Paying Agents, theBack-Up Servicer Facilitator, the CorporateServicer and the Stichting Corporate Services

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Provider, each under the Transaction Document(s)to which each of them is a party;

(v) Fifth, to pay all amounts due and payable to theSwap Counterparty under the terms of theRelevant Swap Transaction(s) other than (1) anySwap Tax Credit Amounts and (2) any amountspayable pursuant to the Collateral Account Orderof Priority (3) any Senior Swap TerminationPayment to the extent already paid pursuant tothe Collateral Account Order of Priority and (4)any Subordinated Swap Termination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and paripassu, according to the respective amountsthereof, of any and all outstanding fees, costs andexpenses of each of the Servicers pursuant to theServicing Agreement (to the extent not expresslyincluded in any following item);

(vii) Seventh, in or towards satisfaction, pro rata andpari passu, of all amounts of interest due andpayable on the Class A Notes;

(viii) Eighth, in or towards repayment, pro rata andpari passu, of the Principal Amount Outstandingof the Class A Notes until redemption in full ofthe Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and paripassu, according to the respective amountsthereof, of all amounts due and payable to therelevant Originator in respect of the restitution ofthe indemnities paid by such Originator to theIssuer under the terms of the Warranty andIndemnity Agreement;

(x) Tenth, in or towards satisfaction of anySubordinated Swap Termination Payment due andpayable to the Swap Counterparty, to the extentnot already paid pursuant to the CollateralAccount Order of Priority;

(xi) Eleventh, to pay to each Originator (pari passuand pro rata to the amounts then due), thedifference (if positive) accrued on any precedingPayment Date on which the Cross CollateralOrder of Priority or the Acceleration Order ofPriority has applied, between (i) the amounts itwould have received under items Sixteenth toTwenty-second of the Pre Acceleration Order ofPriority, had the Pre Acceleration Order ofPriority been applied, and (ii) the amounts itactually received under items Fourteenth toTwentieth of the Cross Collateral Order of Priorityand under items Twelfth to Seventeenth of theAcceleration Order of Priority (less any amountalready paid under this item and under item

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Thirteenth of the Cross Collateral Order ofPriority on any preceding Payment Date),provided that, should an Originator cease to be aClass B Noteholder, starting from the immediatelyfollowing Payment Date, the difference accrued inrespect of each of the above indicated items shallbe paid to the Originators, the Class BNoteholders and the Limited Recourse LoanProviders in the same priority applicable to eachitem in respect of which each such difference iscalculated;

(xii) Twelfth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of all amounts due and payable to therelevant Originator in respect of the relevantOriginator's Claims (if any) under the terms of theTransaction Documents other than the paymentsreferred to under any of the items above;

(xiii) Thirteenth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of all amounts due and payable to theServicers in respect of restitution of (a) anyamount unduly paid by the Servicers (to the extentnot already paid by way of set-off in accordancewith the Servicing Agreement); and (b) theinsurance premia and relevant expenses advancedby the Servicers under the Servicing Agreement;

(xiv) Fourteenth, from (and including) the PaymentDate on which the Class A Notes are repaid infull, to repay any amounts of principal due andpayable to each Limited Recourse Loan Providerunder the Limited Recourse Loan Agreement (prorata according to the performance of the RelevantPortfolio);

(xv) Fifteenth, upon repayment in full of the Class ANotes, in or towards satisfaction, pro rata andpari passu, of the Single Series Class B NotesInterest Payment Amount of each Series of ClassB Notes;

(xvi) Sixteenth, upon repayment in full of the Class ANotes, in or towards repayment, pro rata and paripassu, of the Principal Amount Outstanding ofeach Series of Class B Notes; and

(xvii) Seventeenth, to pay any surplus standing to thecredit of any of the Accounts to each Originator(pro rata according to the performance of theRelevant Portfolio).

The Issuer is entitled, pursuant to the IntercreditorAgreement, to dispose of the Claims in order to financethe redemption of the Notes following the service of a

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Trigger Notice.

Cross Collateral Order of Priority Following the service of a Cross Collateral Notice, theIssuer Available Funds as calculated on each CalculationDate shall be applied by the Issuer on the Payment Dateimmediately following such Calculation Date in makingpayments or provisions in the following order of priority(the "Cross Collateral Order Of Priority") but, in eachcase, only if and to the extent that payments or provisionsof a higher priority have been made in full:

(i) First, in or towards satisfaction, pari passu and prorata, according to the respective amounts thereof,of:

(A) any and all outstanding taxes due andpayable by the Issuer in relation to thisSecuritisation (to the extent that amountsstanding to the credit of the ExpensesAccount are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilitiesand any other expenses to be paid in order topreserve the corporate existence of theIssuer, to maintain it in good standing, tocomply with applicable legislation and tofulfil obligations of the Issuer to third parties(not being Other Issuer Creditors) incurred inrelation to this Securitisation (to the extentthat amounts standing to the credit of theExpenses Account are insufficient to paysuch costs); and

(C) any and all outstanding fees, costs, expensesand taxes required to be paid in connectionwith the listing (including the fees of theIrish Listing Agent), deposit or ratings of theNotes, or any notice to be given to theNoteholders or the other parties to theTransaction Documents (to the extent thatamounts standing to the credit of theExpenses Account are insufficient to paysuch costs);

(ii) Second, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of (a) any and all outstanding fees due andpayable to the Representative of the Noteholders orany appointee thereof; and (b) up to a maximumamount of Euro 100,000, all other amounts due andpayable to the Representative of the Noteholders orany appointee thereof (including any and alloutstanding costs, expenses and indemnities);

(iii) Third, in or towards satisfaction, pari passu andpro rata, according to the respective amountsthereof, of the amount necessary to replenish the

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Expenses Account up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of (a) any and all outstanding fees due and payableto the Cash Manager, the Computation Agent, theAgent Bank, the Operating Bank, the Back-upServicer, the Transaction Bank, the EnglishTransaction Bank, the Paying Agents, the Back-UpServicer Facilitator, the Corporate Servicer and theStichting Corporate Services Provider, each underthe Transaction Document(s) to which each of themis a party; and (b) up to a maximum amount ofEuro 10,000, all other amounts due and payable tothe Cash Manager, the Computation Agent, theAgent Bank, the Operating Bank, the Back-upServicer, the Transaction Bank, the EnglishTransaction Bank, the Paying Agents, the Back-UpServicer Facilitator, the Corporate Servicer and theStichting Corporate Services Provider (includingany and all outstanding costs, expenses andindemnities);

(v) Fifth, to pay all amounts due and payable to theSwap Counterparty under the terms of the RelevantSwap Transaction(s) other than (1) any Swap TaxCredit Amounts and (2) any amounts payablepursuant to the Collateral Account Order of Priority(3) any Senior Swap Termination Payment to theextent already paid pursuant to the CollateralAccount Order of Priority and (4) any SubordinatedSwap Termination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of (a) any and all outstanding fees of the Servicerspursuant to the Servicing Agreement; and (b) up toa maximum amount of Euro 5,000, all otheramounts due and payable to the Servicers (to theextent not expressly included in item (xv), letters(a) and (b)) (including any and all outstandingcosts, expenses and indemnities);

(vii) Seventh, in or towards satisfaction, pro rata andpari passu, of all amounts of interest due andpayable on the Class A Notes;

(viii) Eighth, to credit, pari passu and pro rata accordingto the amounts then due, each Cash ReserveAccount with the amount required, if any, such thatthe amount standing to the credit of the relevantCash Reserve Account (calculated on the dayfollowing the immediately preceding PaymentDate) equals the relevant Target Cash ReserveAmount;

(ix) Ninth, to pay (pari passu and pro rata according tothe amounts then due) the Class A Notes Principal

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Payment Amount;

(x) Tenth, in or towards satisfaction, pro rata and paripassu, according to the respective amounts thereof,of all amounts due and payable to the relevantOriginator in respect of the restitution of theindemnities paid by such Originator to the Issuerunder the terms of the Warranty and IndemnityAgreement;

(xi) Eleventh, on the Payment Date following theoccurrence of the Detrimental Event and on eachPayment Date thereafter, to credit the ReserveAmount Quota into the Reserve Account;

(xii) Twelfth, in or towards satisfaction of anySubordinated Swap Termination Payment due andpayable to the Swap Counterparty, to the extent notalready paid pursuant to the Collateral AccountOrder of Priority;

(xiii) Thirteenth, to pay to each Originator (pari passuand pro rata to the amounts then due), thedifference (if positive) accrued on any precedingPayment Date on which the Cross Collateral Orderof Priority has applied, between (i) the amounts itwould have received under items Sixteenth toTwenty-second of the Pre Acceleration Order ofPriority, had the Pre Acceleration Order of Prioritybeen applied, and (ii) the amounts it actuallyreceived under items Fourteenth to Twentieth of theCross Collateral Order of Priority (less any amountalready paid under this item on any precedingPayment Date), provided that, should an Originatorcease to be a Class B Noteholders, starting from theimmediately following Payment Date, thedifference accrued in respect of each of the aboveindicated items shall be paid to the Originators, theClass B Noteholders and the Limited RecourseLoan Providers in the same priority applicable toeach item in respect of which each such differenceis calculated;

(xiv) Fourteenth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of all amounts due and payable to theOriginators in respect of the relevant Originator'sClaims (if any) under the terms of the TransactionDocuments other than the payments referred tounder any of the items above;

(xv) Fifteenth, in or towards satisfaction, pro rata andpari passu, according to the respective amountsthereof, of (1) all amounts due and payable to theServicers in respect of the restitution of (a) anyamount unduly paid by the Servicers (to the extentnot already paid by way of set-off in accordancewith the Servicing Agreement); (b) the insurance

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premia and relevant expenses advanced by theServicers under the Servicing Agreement; and (c)any other amount due and payable to the Servicersto the extent not paid under item Sixth (b) above;and (2) any amount due and payable to (a) theRepresentative of the Noteholdersto the extent notpaid under item Second (b) above; and (b) to theCash Manager, the Computation Agent, the AgentBank, the Operating Bank, the Back-up Servicer,the Transaction Bank, the English TransactionBank, the Paying Agents, the Back-Up ServicerFacilitator, the Corporate Servicer and the StichtingCorporate Services Provider to the extent not paidunder item Fourth (b) above;

(xvi) Sixteenth, in or towards satisfaction, pro rata andpari passu, of the Single Series Class B NotesInterest Payment Amount of each Series of Class BNotes;

(xvii) Seventeenth, upon repayment in full of the Class ANotes, in or towards repayment, pro rata and paripassu, of the Principal Amount Outstanding of therelevant Series of Class B Notes until the PrincipalAmount Outstanding of the relevant Series of ClassB Notes is equal to € 5,000;

(xviii)Eighteenth, from (and including) the Payment Dateon which the Class A Notes are repaid in full, torepay any amounts of principal due and payable toeach Limited Recourse Loan Provider under theLimited Recourse Loan Agreement (pro rataaccording to the performance of the RelevantPortfolio);

(xix) Nineteenth on the Final Redemption Date and onany Payment Date thereafter, in or towardsrepayment, pro rata and pari passu, of the PrincipalAmount Outstanding of the relevant Series of ClassB Notes until the relevant Series of Class B Notesis redeemed in full;

(xx) Twentieth, after full and final settlement of all thepayments due under this Order of Priority and fullredemption of all the Notes, to pay any surplusremaining on the balance of the relevant TransitoryCollections and Recoveries Account, SinglePortfolio Reserve Account and PrincipalAmortisation Reserve Account and the relevantOutstanding Notes Ratio of any surplus remainingon the balance of the Payments Account, theCollection and Recoveries Account, ReserveAccount and Expenses Account to each relevantOriginator (pro rata according to the performanceof the Relevant Portfolio).

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Collateral Account Order ofPriority

Amounts standing to the credit of the CollateralAccounts will not be available for the Issuer tomake payments to the Noteholders and the OtherIssuer Creditors generally, but may be applied onlyin accordance with the following provisions (the"Collateral Account Order of Priority"):

(i) prior to the occurrence or designation of anEarly Termination Date in respect of theSwap Agreement (as defined therein), solelyin or towards payment or transfer of:

(a) any Return Amounts (as defined in theCredit Support Annex);

(b) any Interest Amounts andDistributions (each as defined in theCredit Support Annex); and

(c) any return of collateral to the SwapCounterparty upon a novation of itsobligations under the Swap Agreementto a replacement swap counterparty,

on any day (whether or not such day is a PaymentDate), directly to the Swap Counterparty inaccordance with the terms of the Credit SupportAnnex;

(ii) upon or immediately following theoccurrence or designation of an EarlyTermination Date in respect of the SwapAgreement where (A) such EarlyTermination Date has been designatedfollowing an Event of Default (as defined inthe Swap Agreement) in respect of which theSwap Counterparty is the Defaulting Party oran Additional Termination Event (as definedin the Swap Agreement) resulting from aratings downgrade of the Swap Counterpartyand (B) the Issuer enters into a replacementswap agreement on or around the EarlyTermination Date of the Swap Agreement,on the later of (1) the day on which suchreplacement swap agreement is entered intoand (2) the day on which such ReplacementSwap Premium (if any) payable to the Issuerhas been received (in each case, whether ornot such day is a Payment Date), in thefollowing order of priority:

(a) first, in or towards payment of anyReplacement Swap Premium (if any)payable by the Issuer to a replacementswap counterparty;

(b) second, in or towards payment of anytermination payment (calculated in

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accordance with the terms of the SwapAgreement) due to the outgoing SwapCounterparty; and

(c) third, the surplus remaining (if any) (the"Swap Collateral Account Surplus")to be transferred to the PaymentsAccount and deemed to form IssuerAvailable Funds;

(iii) upon or immediately following theoccurrence or designation of an EarlyTermination Date in respect of the SwapAgreement where either (1) (A) such EarlyTermination Date has been designatedfollowing an Event of Default (as defined inthe Swap Agreement) in respect of which theSwap Counterparty is the Defaulting Party oran Additional Termination Event (as definedin the Swap Agreement) resulting from aratings downgrade of the Swap Counterpartyand (B) the Issuer is unable to or elects not toenter into a replacement swap agreement onor around the Early Termination Date of theSwap Agreement; or (2) such EarlyTermination Date has been designatedfollowing an Event of Default (as defined inthe Swap Agreement) in respect of which theIssuer is the Defaulting Party or anAdditional Termination Event (as defined inthe Swap Agreement) in respect of which theIssuer is the Affected Party, on any day(whether or not such day is a Payment Date)in the following order of priority:

(a) first, in or towards payment of anytermination payment (calculated inaccordance with the terms of the SwapAgreement) due to the outgoing SwapCounterparty;

(b) second, in or towards payment of anyReplacement Swap Premium (if any)payable by the Issuer to a replacementswap counterparty; and

(c) third, the surplus remaining (if any)(the "Swap Collateral AccountSurplus") to be transferred to thePayments Account and deemed toform Issuer Available Funds,

provided that if an Early Termination Date inrespect of the Swap Agreement has occurred orbeen designated and the Issuer has not entered intoa replacement swap agreement with respect to theSwap Agreement on or prior to the earlier of:

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(A) the day that is 10 (ten) Business Days priorto the date on which the Principal AmountOutstanding of all Classes of Notes isreduced to zero (other than following theoccurrence of a Trigger Event pursuant toCondition 10 (Trigger Events)); or

(B) the day on which a Trigger Notice is givenpursuant to Condition 10 (Trigger Events),

then the Collateral Amounts on such day shall betransferred to the Payments Account as soon asreasonably practicable thereafter and deemed toform Issuer Available Funds.

Trigger Events If any of the following events (each a "Trigger Event")occurs:

(a) Non-payment

(A) having enough Issuer Available Fundsavailable in accordance with the applicableOrder of Priority to pay the amount ofprincipal then due and payable on the MostSenior Class of Notes, the Issuer fails torepay such amount within ten days of the duedate for repayment of such principal, or

(B) irrespective of whether there are IssuerAvailable Funds available to it sufficient tomake such payment in accordance with theapplicable Order of Priority, on any PaymentDate the amount paid by the Issuer as intereston the Most Senior Class of Notes is lowerthan the relevant Interest Amount on theClass A Notes or the relevant Single SeriesClass B Notes Interest Payment Amount onthe Class B Notes, as the case may be, andsuch non-payment has continued unremediedfor a period of five days; or

(b) Breach of other obligations

the Issuer defaults in the performance orobservance of any of its obligations under or inrespect of the Notes or any of the TransactionDocuments to which it is a party (other than anyobligation for the payment of principal or intereston the Notes) and such default remains unremediedfor thirty days after the Representative of theNoteholders has given written notice thereof to theIssuer, certifying that such default is, in the opinionof the Representative of the Noteholders, materiallyprejudicial to the interests of the Noteholders andrequiring the same to be remedied; or

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(c) Failure to take action

any action, condition or thing at any time requiredto be taken, fulfilled or done in order:

a. to enable the Issuer lawfully to enter into,exercise its rights and perform and complywith its obligations under and in respect ofthe Class A Notes and the TransactionDocuments to which the Issuer is a party; or

b. to ensure that those obligations are legal,valid, binding and enforceable,

is not taken, fulfilled or done at any time and theRepresentative of the Noteholders has given writtennotice of such default to the Issuer, certifying thatsuch default is, in the opinion of the Representativeof the Noteholders, materially prejudicial to theinterests of the Class A Noteholders and requiringthe same to be remedied; or

(d) Insolvency Event

an Insolvency Event occurs in relation to the Issueror the Issuer becomes Insolvent; or

(e) Unlawfulness

it is or will become unlawful (in any respectdeemed by the Representative of the Noteholders tobe material) for the Issuer to perform or complywith any of its obligations under or in respect of theNotes or any of the Transaction Documents towhich it is a party,

then the Representative of the Noteholders

(i) shall, in the case of the Trigger Event set out underpoints (a) and (d) above; and

(ii) may at its sole and absolute discretion but shall ifso requested in writing by the holders of at least 25per cent. of the aggregate Principal AmountOutstanding of the Most Senior Class of Notes,

give a written notice (a "Trigger Notice") to the Issuer(with copy to each of the Servicers) declaring that theNotes have immediately become due and payable at theirPrincipal Amount Outstanding, together with accruedinterest and that the Acceleration Order of Priority shallapply provided that in the case of the occurrence of any ofthe events mentioned in Condition 10(b) (Breach of otherobligations) and Condition 10(c) (Failure to take action),the service of a Trigger Notice has been approved by anExtraordinary Resolution of the holders of the Most

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Senior Class of Notes.

Following the service of a Trigger Notice, without anyfurther action or formality, (i) the Notes of each Classshall become immediately due and repayable at theirPrincipal Amount Outstanding, together with any interestaccrued but which has not been paid on any precedingPayment Date in accordance with Condition 6(8) (InterestAmount Arrears), without further action, notice orformality; (ii) the Note Security shall becomeimmediately enforceable; and (iii) the Representative ofthe Noteholders may, subject to Condition 7(6) (Sale ofthe Portfolios) dispose of the Claims in the name and onbehalf of the Issuer. The Noteholders hereby irrevocablyappoint, as from the date hereof and with effect on andfrom the date on which the Notes shall become due andpayable following the service of a Trigger Notice, theRepresentative of the Noteholders as their exclusive agent(mandatario esclusivo) to receive on their behalf from theIssuer any and all monies payable by the Issuer to theIssuer Secured Creditors from and including the date onwhich the Notes shall become due and payable, suchmonies to be applied in accordance with the AccelerationOrder of Priority.

Cross Collateral Events If any of the following events occurs (each a "CrossCollateral Event"):

(a) Disequilibrium Event

with respect to five consecutive Payment Dates, aClass A Notes Disequilibrium Event occurs; or

(b) Default Ratio

the Default Ratio, as at any Collection Date, ishigher than the ratio of 7 per cent.; or

(c) Cash Reserves

on any Calculation Date, with reference to theimmediately following Payment Date, theaggregate of the Single Portfolio Negative Balanceswith respect to such Payment Date is equal to orexceeds the Cash Reserves;

then the Representative of the Noteholders, upon havingreceived a notice thereof from the Computation Agent,shall serve a written notice (a "Cross Collateral Notice")to the Issuer (with a copy to each Servicer) and from theimmediately following Payment Date the Cross CollateralOrder of Priority shall apply without any further action orformality provided that a Trigger Notice has not beenalready served.

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Class A Notes Disequilibrium

Event

A "Class A Notes Disequilibrium Event" shall occur,with respect to a Payment Date, if on such Payment Datethe Single Portfolio Class A Notes Principal AmountOutstanding relating to one or more (but not all) Portfoliosis reduced to zero (considering also any principal paymentto be made on such Payment Date).

Upon the occurrence of a Class A Notes DisequilibriumEvent (unless a Cross Collateral Notice has been served onthe Issuer), the Issuer shall be obliged to credit therelevant Principal Amortisation Reserve Amount into therelevant Principal Amortisation Reserve Account inaccordance with the Pre-Acceleration Order of Priority.

"Principal Amortisation Reserve Amount" means withrespect to (A) a Payment Date on which a Class A NotesDisequilibrium Event has occurred and (B) to eachPortfolio, the difference, if positive, between:

(i) the relevant Single Portfolio Available Funds; and

(ii) the aggregate of all amounts to be paid by theIssuer out of such Single Portfolio Available Fundsunder items First to Eleventh (following theoccurrence of a Class A Notes DisequilibriumEvent) of the Pre-Acceleration Order of Priority.

Detrimental Event A "Detrimental Event" shall occur with respect to aPayment Date (other than a Payment Date on which theClass A Notes are redeemed in full) when the CashReserve (calculated taking into account any amount to bepaid into and out of the Cash Reserve Accounts on suchPayment Date) is less than 80% (eighty per cent) of theaggregate of the Target Cash Reserve Amounts.

Upon the occurrence of a Detrimental Event, the Issuershall be obliged to credit the Reserve Amount into theReserve Account in accordance with the Pre-AccelerationOrder of Priority or the Cross Collateral Order of Priority.

Insolvency Event An "Insolvency Event" will have occurred in respect ofthe Issuer if:

(i) the Issuer becomes subject to any applicablebankruptcy, liquidation, administration,receivership, insolvency, composition orreorganisation (among which, without limitation,fallimento, liquidazione coatta amministrativa,concordato preventivo and accordi diristrutturazione, each such expression bearing themeaning ascribed to it by the laws of the Republicof Italy, and including also any equivalent oranalogous proceedings under the law of thejurisdiction in which the Issuer is deemed to carryon business including the seeking of liquidation,winding-up, reorganisation, dissolution,

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administration, receivership, arrangement,adjustment, protection or relief of debtors) orsimilar proceedings or the whole or any substantialpart of the undertaking or assets of the Issuer aresubject to a pignoramento or similar procedurehaving a similar effect (other than any portfolio ofassets purchased by the Issuer for the purposes offurther securitisation transactions), unless in theopinion of the Representative of the Noteholders(who may in this respect rely on the advice of alawyer selected by it), such proceedings are beingdisputed in good faith with a reasonable prospect ofsuccess;

(ii) an application for the commencement of any of theproceedings under (i) above is made in respect of orby the Issuer or the same proceedings are otherwiseinitiated against the Issuer and, in the opinion of theRepresentative of the Noteholders (who may in thisrespect rely on the advice of a lawyer selected byit), the commencement of such proceedings are notbeing disputed in good faith with a reasonableprospect of success;

(iii) the Issuer takes any action for a re-adjustment ordeferment of any of its obligations or makes ageneral assignment or an arrangement orcomposition with or for the benefit of its creditors(other than the Issuer Secured Creditors) or isgranted by a competent court a moratorium inrespect of any of its indebtedness or any guaranteeof any indebtedness given by it or applies forsuspension of payments; or

(iv) an order is made or an effective resolution is passedfor the winding-up, liquidation, administration ordissolution in any form of the Issuer (except awinding-up for the purposes of or pursuant to asolvent amalgamation or reconstruction, the termsof which have been previously approved in writingby the Representative of the Noteholders) or any ofthe events under article 2484 of the Italian civilcode occurs with respect to the Issuer.

Single Portfolio Detrimental Event A "Single Portfolio Detrimental Event" shall occur withrespect to a Payment Date (other than a Payment Date onwhich the Class A Notes are redeemed in full) and to aPortfolio, when one or more Relevant Cash Reserve(calculated taking into account any amount to be paid intoand out of such relevant Cash Reserve Account on suchPayment Date) is less than 50% (fifty per cent) of therelevant Target Cash Reserve Amount.

Upon the occurrence of a Single Portfolio DetrimentalEvent with respect to one or more Portfolios, and on eachfollowing Payment Date until such event is continuing, theIssuer shall be obliged to credit the Single Portfolio

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Reserve Amount with respect to each Portfolio havingenough funds available for such purpose into the relevantSingle Portfolio Reserve Account.

Cash Reserves On the Issue Date the Issuer will establish a reserve fundin each Cash Reserve Account. Specifically, pursuant tothe Limited Recourse Loan Agreement, each Originatorwill advance to the Issuer a limited recourse loannecessary, inter alia, to fund each Relevant Cash Reservein order to constitute the Cash Reserves. In particular: (i)CR Vallagarina will advance to the Issuer on the IssueDate an amount of Euro 1,922,453, (ii) CR Aldeno willadvance to the Issuer on the Issue Date an amount ofEuro 1,514,892, (iii) CR Alto Garda will advance to theIssuer on the Issue Date an amount of Euro 2,844,157,(iv) CR Adamello will advance to the Issuer on the IssueDate an amount of Euro 1,597,291, (v) CR Giudicariewill advance to the Issuer on the Issue Date an amount ofEuro 2,086,286, (vi) CR Bolzano will advance to theIssuer on the Issue Date an amount of Euro 1,763,714,(vii) CR Lavis will advance to the Issuer on the IssueDate an amount of Euro 1,861,161, (viii) CR Valle deiLaghi will advance to the Issuer on the Issue Date anamount of Euro 1,078,246, (ix) CR Fassa will advance tothe Issuer on the Issue Date an amount of Euro1,634,225, (x) CR Alta Valdisole will advance to theIssuer on the Issue Date an amount of Euro 1,172,987,(xi) CR Pergine will advance to the Issuer on the IssueDate an amount of Euro 1,521,938, (xii) CR Roveretowill advance to the Issuer on the Issue Date an amount ofEuro 1,478,885, (xiii) CR Tuenno will advance to theIssuer on the Issue Date an amount of Euro 1,193,392,(xiv) CR Trento will advance to the Issuer on the IssueDate an amount of Euro 2,509,905, (xv) BCC Romanowill advance to the Issuer on the Issue Date an amount ofEuro 1,248,436, (xvi) BCC Caraglio will advance to theIssuer on the Issue Date an amount of Euro 2,835,446,(xvii) BCC Cherasco will advance to the Issuer on theIssue Date an amount of Euro 5,298,575, (xviii) BCCAlba will advance to the Issuer on the Issue Date anamount of Euro 11,872,529, (xix) BCC Gatteo willadvance to the Issuer on the Issue Date an amount ofEuro 1,692,494, (xx) BCC Cavola will advance to theIssuer on the Issue Date an amount of Euro 2,087,814,(xxi) BCC Alto Vicentino will advance to the Issuer onthe Issue Date an amount of Euro 1,207,149, (xxii)Centromarca will advance to the Issuer on the Issue Datean amount of Euro 1,601,375, (xxiii) BCC Pianfei willadvance to the Issuer on the Issue Date an amount ofEuro 1,589,448, (xxiv) BCC Sala will advance to theIssuer on the Issue Date an amount of Euro 1,241,124,(xxv) BCC San Giorgio will advance to the Issuer on theIssue Date an amount of Euro 3,262,472, (xxvi) BCC SanBiagio will advance to the Issuer on the Issue Date anamount of Euro 1,409,366, (xxvii) BCC Santo Stefano

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will advance to the Issuer on the Issue Date an amount ofEuro 1,880,316, (xxviii) Mediocredito Trentino-AltoAdige will advance to the Issuer on the Issue Date anamount of Euro 4,524,758, which will be deposited intothe relevant Cash Reserve Account.

"Relevant Cash Reserve" means, with respect to thePortfolio of each Limited Recourse Loan Provider andwith reference to any given Payment Date andCalculation Date, the monies standing from time to timeto the credit of the relevant Cash Reserve Account on theimmediately preceding Payment Date (after applicationof the Single Portfolio Available Funds or the IssuerAvailable Funds, in accordance with the applicable Orderof Priority) except for each Issue Price Difference.

"Cash Reserves" means all of the Relevant CashReserve.

Thereafter, on each Payment Date prior to the delivery ofa Trigger Notice to (but excluding) the Payment Date onwhich the Notes are redeemed in full, the Issuer will, inaccordance with the Pre-Acceleration Order of Priorityor the Cross Collateral Order of Priority (as applicable),pay into the relevant Cash Reserve Account an amount tobring the balance of such account equal to the relevantTarget Cash Reserve Amount.

"Target Cash Reserve Amount" means with respect toeach Portfolio, an amount equal to 3.011% of theprincipal outstanding amount of the Relevant Portfolio asof the Valuation Date;

provided that each Target Cash Reserve Amount will beequal to 0 (zero) on the earlier of the Payment Date onwhich the Class A Notes are redeemed in full (and oneach Payment Date thereafter) and the Final MaturityDate.

(A) Before the delivery of a Trigger Notice or a CrossCollateral Notice and until full repayment of the Class ANotes, each Relevant Cash Reserve, in the event of aSingle Portfolio Negative Balance:

(a) firstly, shall provide support (being included inthe relevant Single Portfolio Available Funds)with respect to the Relevant Portfolio in respectof payments under items First to Seventh of thePre-Acceleration Order of Priority;

(b) thereafter, (to the extent not utilised under item(a) above and (B) below) shall augment theSingle Portfolio Available Funds in respect ofthe other Portfolios, pursuant to the terms of theCash Administration and Agency Agreement, incase any of the other Relevant Cash Reserves isnot sufficient to meet the Single PortfolioNegative Balance of the Relevant Portfolio.

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(B) In addition (i) on the Payment Date on which theSingle Portfolio Class A Notes Principal AmountOutstanding of each Portfolio may be redeemed in fullby utilising for each Portfolio the Relevant Cash Reserve(available on such Payment Date following payment infull of all items ranking higher in the Pre-AccelerationOrder of Priority), the Relevant Cash Reserve of eachPortfolio will be utilised to such purpose, and (ii) on theFinal Maturity Date each Relevant Cash Reserve(available on such Payment Date following payment infull of all items ranking higher in the Pre-AccelerationOrder of Priority) will be utilised towards payment of theSingle Portfolio Class A Notes Principal AmountOutstanding of the relevant Portfolio.

In the event that any of the Cross Collateral Order ofPriority or the Acceleration Order of Priority becomesapplicable and until full repayment of the Class A Notes,the Cash Reserves (each for an amount as determinedpursuant to the terms of the Cash Administration andAgency Agreement), in case of a Portfolio NegativeBalance shall provide support (being included in theIssuer Available Funds) with respect to all Portfolios inrespect of payments under items First to Seventh of theCross Collateral Order of Priority or the AccelerationOrder of Priority (as applicable).

In addition (i) on the Payment Date on which the SinglePortfolio Class A Notes Principal Amount Outstanding ofeach Portfolio may be redeemed in full by utilising foreach Portfolio the Cash Reserves (available on suchPayment Date following payment in full of all itemsranking higher in the Cross Collateral Order of Priority),the Cash Reserves (each for an amount as determinedpursuant to the terms of the Cash Administration andAgency Agreement) will be utilised to such purpose, and(ii) on the earlier of the Final Maturity Date and the firstPayment Date on which the Acceleration Order ofPriority applies, the Cash Reserves (available on suchPayment Date following payment in full of all itemsranking higher in the Pre-Acceleration Order of Priorityor the Cross Collateral Order of Priority, as applicable)will be utilised (each for an amount as determinedpursuant to the terms of the Cash Administration andAgency Agreement) to redeem in full the Class A Notes.

If, on any Calculation Date it is verified that the TargetCash Reserve Amount with reference to each of the CashReserve Accounts is to be reduced to zero due to the ClassA Notes being redeemed in full on the immediatelyfollowing Payment Date, each amount standing to thecredit of each relevant Cash Reserve Account on theBusiness Day following the immediately precedingPayment Date (less any amount which shall be used onthe Payment Date on which the Class A Notes areredeemed in full to make such redemption) (each relevant

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amount, the "Cash Reserve Excess") (if any) shall, on thePayment Date on which the Class A Notes are redeemedin full, form part of the Single Portfolio Available Fundsof the Relevant Portfolio or the Issuer Available Funds, asapplicable.

Final Redemption Save as described below and unless previously redeemedin full, the Issuer will redeem the Notes at their respectivePrincipal Amounts Outstanding on the Payment Datefalling in May 2060 (the "Final Maturity Date").

If the Class A Notes and/or the Class B Notes cannot beredeemed in full on the Final Maturity Date, as a result ofthe Issuer having insufficient funds available to it inaccordance with the Conditions for application in ortowards such redemption, including the proceeds of anysale of Claims or any enforcement of the Note Security,any amount unpaid shall remain outstanding and theConditions shall continue to apply in full in respect of theNotes until the earlier of (i) the date on which the Notesare redeemed in full and (ii) the Cancellation Date, atwhich date any amounts remaining outstanding in respectof principal or interest on any Notes shall be reduced tozero and deemed to be released by the holder of therelevant Notes and the Notes shall be cancelled.

"Principal Amount Outstanding" means, in respect of aNote, on any date, the principal amount of that Note uponissue less the aggregate amount of all principal paymentsin respect of that Note that have been paid to theNoteholders prior to such date.

Mandatory Redemption The Class A Notes will be subject to mandatoryredemption in full or in part:

A. on each Payment Date (other than the PaymentDates under item B below), in a maximum amountequal to their Principal Payment Amount withrespect to such Payment Date;

B. on any Payment Date: (i) following the service of aTrigger Notice pursuant to Condition 10(b); (ii) inthe event that the Issuer opts for the earlyredemption of the Notes under Condition 7(5)(Optional redemption); or (iii) in the event that theIssuer opts for the early redemption of the Notesunder Condition 7(3) (Redemption for taxation), attheir Principal Amount Outstanding,

if, on each Calculation Date preceding such PaymentDate, it is determined that the Single Portfolio AvailableFunds or Issuer Available Funds will be sufficient andmay be applied for this purpose in accordance with thePre-Acceleration Order of Priority, the Cross CollateralOrder of Priority or the Acceleration Order of Priority, as

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applicable.

Optional redemption (i) Prior to the service of a Trigger Notice, the Issuermay redeem the Notes of all Classes in whole (butnot in part) at their respective Principal AmountOutstanding in accordance with the AccelerationOrder of Priority and subject to the Issuer havingsufficient funds to redeem all the Notes (or only theClass A Notes in full, if all the Class B Noteholdersconsent) to discharge any amount due to the SwapCounterparty (including payments for termination)subordinated to the Class A Notes and to make allpayments ranking in priority, or pari passu, thereto,if at the preceding Collection Date the aggregateprincipal outstanding amount of all the Portfolios isequal to or less than 37.5 per cent of the principaloutstanding amount of all the Portfolios as of theValuation Date.

(ii) Such optional redemption shall be effected subjectto the Issuer (i) giving not more than forty-five (45)nor less than fifteen (15) days' prior written noticeto the Representative of the Noteholders, the SwapCounterparty and to the Noteholders in accordancewith Condition 16 (Notices); (ii) having producedevidence reasonably acceptable to theRepresentative of the Noteholders that it will havethe necessary funds, not subject to interests of anyother person, to discharge all its outstandingliabilities in respect of the Notes (or the Class ANotes only, if all the Class B Noteholders consent),any amount due to the Swap Counterparty(including payments for termination) subordinatedto the Class A Notes; and any amounts requiredunder the Intercreditor Agreement to be paid inpriority to or pari passu thereto and (iii) giving notmore than 60 nor less than 30 days' written noticeto the Bank of Italy of its intention to redeem allClasses of Notes (in whole but not in part).

(iii) The Issuer is entitled, pursuant to the IntercreditorAgreement, to dispose of the Claims in order tofinance the redemption of the Notes in thecircumstances described above.

(iv) For so long as the Class A Notes are listed on theIrish Stock Exchange, the Issuer will give notice ofany optional redemption of the Notes in accordancewith the Condition 7(5) (Optional Redemption) tothe Irish Stock Exchange.

Redemption for taxation Prior to the service of a Trigger Notice, the Issuer mayredeem the Notes of all Classes (in whole but not in part)at their Principal Amount Outstanding (plus any accruedbut unpaid interest) in accordance with the AccelerationOrder of Priority and subject to the Issuer having sufficient

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funds to redeem all the Notes (or only the Class A Notes infull, if all the Class B Noteholders consent), to dischargeany amount due to the Swap Counterparty (includingpayments for termination) subordinated to the Class ANotes and to make all payments ranking in priority, or paripassu, thereto, on any Payment Date if, by reason of achange in law or the interpretation or administrationthereof since the Issue Date:

A. the assets of the Issuer in respect of thisSecuritisation (including the Claims, theCollections and the other Issuer's Rights) becomesubject to taxes, duties, assessments orgovernmental charges of whatever nature imposed,levied, collected, withheld or assessed by theRepublic of Italy or by any political sub-divisionthereof or by any authority thereof or therein or byany applicable taxing authority having jurisdiction;or

B. either the Issuer or any paying agent appointed inrespect of the Class A Notes or any custodian of theClass A Notes is required to deduct or withhold anyamount (other than in respect of a Decree 239Withholding) in respect of the Class A Notes, fromany payment of principal or interest on suchPayment Date for or on account of any present orfuture taxes, duties, assessments or governmentalcharges of whatever nature imposed, levied,collected, withheld or assessed by the Republic ofItaly or by any political sub-division thereof or byany authority thereof or therein or by any otherapplicable taxing authority having jurisdiction andprovided that such deduction or withholding maynot be avoided by appointing a replacement payingagent or custodian in respect of the Class A Notesbefore the Payment Date following the change inlaw or the interpretation or administration thereof;or

C. any amounts of interest payable on the Loans to theIssuer are required to be deducted or withheld fromthe Issuer for or on account of any present or futuretaxes, duties, assessments or governmental chargesof whatever nature imposed, levied, collected,withheld or assessed by the Republic of Italy or byany political sub-division thereof or by anyauthority thereof or therein or by any otherapplicable taxing authority having jurisdiction; or

D. it is or will become unlawful for the Issuer toperform or comply with any of its obligations underor in respect of the Notes or any of the TransactionDocuments to which it is a party,

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subject to:

(1) the holders of the Most Senior Class representing atleast 75 per cent. of the Principal AmountOutstanding of the relevant Class givinginstructions to the Issuer to redeem the Notes (inwhole but not in part); and

(2) the Issuer:

(i) giving not more than 60 nor less than 30days' written notice (which notice shall beirrevocable) to the Representative of theNoteholders, the Swap Counterparty, theServicers and the Noteholders, pursuant toCondition 16 (Notices), of its intention toredeem all (but not some only) the Notes; and

(ii) providing to the Representative of theNoteholders: (A) a legal opinion (in form andsubstance satisfactory to the Representativeof the Noteholders) from a firm of lawyers ofinternational repute (approved in writing bythe Representative of the Noteholders)opining on the relevant change in law orinterpretation or administration thereof; (B) acertificate from the chairman of the board ofdirectors or the sole director of the Issuer (asapplicable) stating that the obligation to makesuch deduction or withholding or thesuffering by the Issuer of such deduction orwithholding cannot be avoided or, as the casemay be, the events under paragraph (D)above will apply on the next Payment Dateand cannot be avoided by the Issuer takingreasonable endeavours; and (C) a certificatefrom the chairman of the board of directorsor the sole director of the Issuer (asapplicable) to the effect that it will have thefunds on such Payment Date to discharge itsobligations under: (i) the Notes (or only theClass A Notes in full, if all the Class BNoteholders consent), any obligationstowards the Swap Counterparty (includingpayments for termination) subordinated to theClass A Notes and any obligations ranking inpriority, or pari passu, thereto; and (ii) anyadditional taxes payable by the Issuer byreason of such early redemption of the Notes.

Upon redemption of the Class A Notes in accordance withCondition 7(3) (Redemption for taxation) the Issuer shallapply any Issuer Available Funds which may be appliedfor this purpose in accordance with the Acceleration Order

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of Priority to the redemption of the Class B Notes.

Sale of the Portfolios In the following circumstances: (i) in the event that theIssuer opts for the early redemption of the Notes underCondition 7(5) (Optional redemption), (ii) in the event thatthe Issuer opts for the early redemption of the Notes underCondition 7(3) (Redemption for taxation), (iii) followingthe service of a Trigger Notice to the Issuer (with a copy tothe Servicers) pursuant to Condition 10, if the Class ANoteholders representing at least 75 per cent. of thePrincipal Amount Outstanding of the Class A Notes or,after full redemption of the Class A Notes, the Class BNoteholders representing at least 75 per cent. of thePrincipal Amount Outstanding of the Class B Notes,resolve to request to the Issuer to sell all (but not onlypart) of the Claims to third parties, the Issuer is authorised,with the assistance of the Computation Agent and theRepresentative of the Noteholders, to search for potentialpurchasers for all (but not only some) of the Portfolios. Inaddition, following the delivery of a Trigger Notice, theRepresentative of the Noteholders shall be entitled to sellthe Portfolios. In any case neither the Issuer nor theRepresentative of the Noteholders will be allowed to sellthe Portfolio in case a bankruptcy or similar proceedinghas been commenced against the Issuer or in any othercase such a sale would be prohibited under Italian law.Should such a sale of the Portfolios take place, theproceeds of such sale shall be treated by the Issuer as theIssuer Available Funds and as from the immediatelysubsequent Payment Date shall be applied to paymentsdue to be made by the Issuer according to the AccelerationOrder of Priority.

The Portfolios The principal source of payment of interest and principalon the Notes will be the recoveries and collections made inrespect of the Claims arising under the followingportfolios purchased by the Issuer pursuant to the TransferAgreements.

"Portfolio No. 1" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Vallagarina pursuant to the relevant TransferAgreement.

"Portfolio No. 2" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Aldeno pursuant to the relevant TransferAgreement.

"Portfolio No. 3" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Alto Garda pursuant to the relevant TransferAgreement.

"Portfolio No. 4" means the monetary claims andconnected rights arising under the Loans transferred to the

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Issuer by CR Adamello pursuant to the relevant TransferAgreement.

"Portfolio No. 5" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Giudicarie pursuant to the relevant TransferAgreement.

"Portfolio No. 6" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Bolzano pursuant to the relevant TransferAgreement.

"Portfolio No. 7" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Lavis pursuant to the relevant TransferAgreement.

"Portfolio No. 8" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Valle dei Laghi pursuant to the relevantTransfer Agreement.

"Portfolio No. 9" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Fassa pursuant to the relevant TransferAgreement.

"Portfolio No. 10" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Alta Valdisole pursuant to the relevantTransfer Agreement.

"Portfolio No. 11" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Pergine pursuant to the relevant TransferAgreement.

"Portfolio No. 12" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Rovereto pursuant to the relevant TransferAgreement.

"Portfolio No. 13" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Tuenno pursuant to the relevant TransferAgreement.

"Portfolio No. 14" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by CR Trento pursuant to the relevant TransferAgreement.

"Portfolio No. 15" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Romano pursuant to the relevant TransferAgreement.

"Portfolio No. 16" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Caraglio pursuant to the relevant Transfer

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Agreement.

"Portfolio No. 17" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Cherasco pursuant to the relevant TransferAgreement.

"Portfolio No. 18" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Alba pursuant to the relevant TransferAgreement.

"Portfolio No. 19" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Gatteo pursuant to the relevant TransferAgreement.

"Portfolio No. 20" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Cavola pursuant to the relevant TransferAgreement.

"Portfolio No. 21" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Alto Vicentino pursuant to the relevantTransfer Agreement.

"Portfolio No. 22" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by Centromarca pursuant to the relevant TransferAgreement.

"Portfolio No. 23" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Pianfei pursuant to the relevant TransferAgreement.

"Portfolio No. 24" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Sala pursuant to the relevant TransferAgreement.

"Portfolio No. 25" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC San Giorgio pursuant to the relevantTransfer Agreement.

"Portfolio No. 26" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC San Biagio pursuant to the relevantTransfer Agreement.

"Portfolio No. 27" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by BCC Santo Stefano pursuant to the relevantTransfer Agreement.

"Portfolio No. 28" means the monetary claims andconnected rights arising under the Loans transferred to theIssuer by Mediocredito Trentino-Alto Adige pursuant tothe relevant Transfer Agreement.

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Segregation of the Issuer's Rights The Notes have the benefit of the provisions of Article 3of the Securitisation Law, pursuant to which the Issuer'sRights are segregated by operation of law from the Issuer'sother assets. Both before and after a winding-up of theIssuer, amounts deriving from the Issuer's Rights will beavailable exclusively for the purpose of satisfying theIssuer's obligations to the Issuer Secured Creditors andany other third party creditors in respect of any taxes,costs, fees or expenses incurred by the Issuer in relation tothe securitisation of the Portfolios and to the corporateexistence and good standing of the Issuer.

The Issuer's Rights may not be seized or attached in anyform by creditors of the Issuer other than the IssuerSecured Creditors and any other third party creditors inrespect of any taxes, costs, fees or expenses incurred bythe Issuer in relation to the Transaction and to thecorporate existence and good standing of the Issuer, untilfull redemption or cancellation of the Notes and fulldischarge by the Issuer of its obligations vis-à-vis theOther Issuer Creditors and any such third party.

Pursuant to the terms of the Intercreditor Agreement, theIssuer has granted irrevocable instructions to theRepresentative of the Noteholders, upon the Notesbecoming due and payable following the delivering of aTrigger Notice, to exercise, in the name and on behalf ofthe Issuer, all the Issuer's rights, powers and discretionsunder the Transaction Documents and generally to takesuch actions in the name and on behalf of the Issuer as theRepresentative of the Noteholders may deem necessary toprotect the interests of the Issuer, Issuer Secured Creditorsin respect of the Issuer's Rights. Such instructions aregoverned by Italian law. See for further details"Description of the other Transaction Documents" below.

Ratings The Class A Notes are expected, on issue, to be rated A2by Moody’s Italia S.r.l. and A(high)(sf) by DBRS RatingsLmited. No rating will be assigned to the Class B Notes.

Each of DBRS Ratings Limited and Moody’s Italia S.r.l. isestablished in the European Union and was registered on31 October 2011 in accordance with CRA Regulation andis included, as of the date of this Prospectus, in the list ofcredit rating agencies registered in accordance with theCRA Regulation published on the website of the EuropeanSecurities and Markets Authority.

A rating is not a recommendation to buy, sell or holdsecurities and may be subject to revision or withdrawal bythe assigning rating organisation.

Taxation Payments under the Notes may, in certain circumstancesreferred to in the section headed "Taxation" of thisProspectus, be subject to withholding for or on account of

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tax including, without limitation, a deduction orwithholding under Decree 239 (a "Decree 239Withholding"). In such circumstances, a Noteholder ofany Class will receive interest payments amounts (if any)payable on the Notes of such Class, net of suchwithholding tax.

Upon the occurrence of any withholding for or on accountof tax, whether or not through a substitute tax, from anypayments of amounts due under the Notes, neither theIssuer, the Representative of the Noteholders, the PayingAgents nor any other person shall have any obligation topay any additional amount to any Noteholders. See"Taxation" below.

Listing and admission to trading ofthe Class A Notes

Application has been made to the Irish Stock Exchange forthe Class A Notes to be admitted to the Official List andtrading on its regulated market. No application has beenmade to list the Class B Notes on the Irish Stock Exchangeor on any other stock exchange.

Governing Law The Notes will be governed by Italian law.

TRANSACTION DOCUMENTS

The Transfer Agreements Pursuant to 28 transfer agreements entered into on 7August 2012 each between the Issuer and the relevantOriginator (each a "Transfer Agreement"), eachOriginator sold to the Issuer without recourse (pro soluto)pursuant to Articles 1 and 4 of the Securitisation Law, allthe monetary claims and connected rights arising under theLoans originated by each of the Originators, which metcertain objective criteria. See for further details"Description of the Transfer Agreements" below.

The Warranty and IndemnityAgreement

Pursuant to a warranty and indemnity agreement enteredinto on 7 August 2012 between the Issuer and theOriginators (the "Warranty and IndemnityAgreement"), each of the Originators gave certainrepresentations and warranties to the Issuer with regardsto, inter alia, the relevant Claims sold by it to the Issuer.Each Originator furthermore agreed to indemnify and holdharmless the Issuer in respect of certain liabilities of theIssuer incurred in connection with the purchase andownership of the Claims. Pursuant to the Warranty andIndemnity Agreement, the Issuer may, in specific limitedcircumstances relating to a breach of representations inrelation to the Loans, require the relevant Originator torepurchase certain Claims. The Warranty and IndemnityAgreement is governed by Italian law. See for furtherdetails "Description of the Warranty and IndemnityAgreement" below.

The Servicing Agreement Pursuant to a servicing agreement entered into on 7

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August 2012, between the Issuer and each of theOriginators (the "Servicing Agreement"), the Issuerappointed each Originator as servicer (in such capacity a"Servicer" and collectively with all other servicers, the"Servicers") to provide the Issuer with administration,collection and recovery services in respect of the RelevantPortfolio and to verify, among other things, that thepayment services to be provided under the CashAdministration and Agency Agreement comply withItalian law. Under a back-up servicing agreement betweenthe Issuer, the Back-Up Servicer, the Representative of theNoteholders and the Servicers (the "Back-up ServicingAgreement") entered into on or prior to Issue Date, CassaCentrale has agreed that, should any of the Servicers ceaseto act as servicer of the Relevant Portfolio upon theoccurrence of certain circumstances, it will itself servicesuch Portfolio on the same terms as provided for in theServicing Agreement.

"Loans" means, from time to time, the aggregate of theloans comprised in the Portfolios, the Claims in respect ofwhich have been transferred to the Issuer in accordancewith the Transfer Agreements and "Loan" means any oneof these.

Monies received or recovered in respect of the Loans andrelated Claims (the "Collections") are initially paid to therelevant Originators in their capacity as Servicers.

Under the Servicing Agreement, each Servicer is requiredto transfer the Collections into the relevant TransitoryCollection and Recoveries Account on the Business Dayimmediately following their receipt from the relevantborrower.

Collections in respect of the Loans will be calculated byreference to successive six-month periods (each, a"Collection Period"). Each Collection Period willcommence on (and exclude) a Collection Date and end on(but include) the next succeeding Collection Date, and, inthe case of the first Collection Period, will commence onthe Valuation Date (excluded) and end on 31 October2012. "Collection Date" means 30 April and 31 Octoberof each year. The first Collection Date is 31 October 2012.

See "Description of the Servicing Agreement and of theBack-up Servicing Agreement" below.

The Cash Administration andAgency Agreement

Pursuant to a cash administration and agency agreemententered into on the Signing Date (the "CashAdministration and Agency Agreement"), the Issuershall appoint, among others: (i) Deutsche Bank AG,London Branch, as Principal Paying Agent, Agent Bank,Cash Manager and English Transaction Bank; (ii)Deutsche Bank S.p.A., as Computation Agent, TransactionBank and Italian Paying Agent; and (iii) Cassa CentraleBanca – Credito Cooperativo del Nord Est S.p.A., as

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Operating Bank. Under the Cash Administration andAgency Agreement: (i) the Principal Paying Agent and theItalian Paying Agent will perform certain services inrelation to the Notes, including arranging for the paymentof principal and interest to the Monte Titoli AccountHolders; (ii) the Agent Bank will calculate the amount ofinterest payable on the Class A Notes; (iii) theComputation Agent will provide the Issuer with othercalculations in respect of the Notes and to set out, in apayment report, the payments due to be made, inter alia,under the Notes on each Payment Date; and (iv) theOperating Bank, the Transaction Bank, the EnglishTransaction Bank and the Cash Manager will providecertain cash administration and investment services, inrespect of the amounts standing from time to time, to thecredit of the relevant Accounts. See for further details"Description of the other Transaction Documents" below.

Limited Recourse Loan AgreementEach of the Originators is a subordinated loan provider (each a"Limited Recourse Loan Provider" and collectively, the"Limited Recourse Loan Providers"), pursuant to alimited recourse loan agreement to be entered into on orprior to the Issue Date between the Originators and theIssuer (the "Limited Recourse Loan Agreement"),pursuant to which: (i) CR Vallagarina grants to the Issuer asubordinated loan in the amount of Euro 1,978,183; (ii)CR Aldeno grants to the Issuer a subordinated loan in theamount of Euro 1,558,808; (iii) CR Alto Garda grants tothe Issuer a subordinated loan in the amount of Euro2,926,607; (iv) CR Adamello grants to the Issuer asubordinated loan in the amount of Euro 1,643,595; (v) CRGiudicarie grants to the Issuer a subordinated loan in theamount of Euro 2,146,765; (vi) CR Bolzano grants to theIssuer a subordinated loan in the amount of Euro1,814,843; (vii) CR Lavis grants to the Issuer asubordinated loan in the amount of Euro 1,915,115; (viii)CR Valle dei Laghi grants to the Issuer a subordinated loanin the amount of Euro 1,109,503; (ix) CR Fassa grants tothe Issuer a subordinated loan in the amount of Euro1,681,600; (x) CR Alta Valdisole grants to the Issuer asubordinated loan in the amount of Euro 1,206,991; (xi)CR Pergine grants to the Issuer a subordinated loan in theamount of Euro 1,566,057; (xii) CR Rovereto grants to theIssuer a subordinated loan in the amount of Euro1,521,757; (xiii) CR Tuenno grants to the Issuer asubordinated loan in the amount of Euro 1,227,987; (xiv)CR Trento grants to the Issuer a subordinated loan in theamount of Euro 2,582,665; (xv) BCC Romano grants tothe Issuer a subordinated loan in the amount of Euro1,284,628; (xvi) BCC Caraglio grants to the Issuer asubordinated loan in the amount of Euro 2,917,644; (xvii)BCC Cherasco grants to the Issuer a subordinated loan inthe amount of Euro 5,452,177; (xviii) BCC Alba grants tothe Issuer a subordinated loan in the amount of Euro12,122,152; (xix) BCC Gatteo grants to the Issuer a

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subordinated loan in the amount of Euro 1,741,558; (xx)BCC Cavola grants to the Issuer a subordinated loan in theamount of Euro 2,148,338; (xxi) BCC Alto Vicentinogrants to the Issuer a subordinated loan in the amount ofEuro 1,242,143; (xxii) Centromarca grants to the Issuer asubordinated loan in the amount of Euro 1,647,798; (xxiii)BCC Pianfei grants to the Issuer a subordinated loan in theamount of Euro 1,635,525; (xxiv) BCC Sala grants to theIssuer a subordinated loan in the amount of Euro1,277,103; (xxv) BCC San Giorgio grants to the Issuer asubordinated loan in the amount of Euro 3,357,048; (xxvi)BCC San Biagio grants to the Issuer a subordinated loan inthe amount of Euro 1,450,223; (xxvii) BCC Santo Stefanogrants to the Issuer a subordinated loan in the amount ofEuro 1,934,825 and (xxviii) Mediocredito Trentino-AltoAdige grants to the Issuer a subordinated loan in theamount of Euro 4,655,927 (each a "Limited RecourseLoan" and together the "Limited Recourse Loans"). TheLimited Recourse Loans will be repaid in accordance withthe applicable Order of Priority. Each Limited RecourseLoan will be drawn down by the Issuer on the Issue Datein order to (i) fund the relevant Cash Reserve, (ii) pay theupfront costs to be paid by the Issuer in the context of theSecuritisation, and (iii) fund the Retention Amount.

The Intercreditor Agreement Pursuant to an intercreditor agreement to be entered intoon or prior to the Issue Date (the "IntercreditorAgreement") between the Issuer, the Representative of theNoteholders (on its own behalf and as agent for theNoteholders), the Corporate Servicer, the Agent Bank, theTransaction Bank, the English Transaction Bank, theOperating Bank, the Computation Agent, the Servicers, theBack-up Servicer, the Swap Counterparty, the PayingAgents, the Limited Recourse Loan Providers, theStichting Corporate Services Provider, the Cash Manager,the Originators (with the exception of the Issuer and theNoteholders, the "Other Issuer Creditors"), the OtherIssuer Creditors have agreed to the limited recourse natureof the obligations of the Issuer and to the Order of Prioritydescribed below. See for further details "Description of theother Transaction Documents" below.

The Italian Deed of Pledge Pursuant to an Italian deed of pledge to be entered into onor prior to the Issue Date (the "Italian Deed of Pledge")among the Issuer, the Other Issuer Creditors and theRepresentative of the Noteholders acting for itself and onbehalf of the Noteholders, the Issuer will grant to theIssuer Secured Creditors as security for its obligationsunder the Transaction Documents (i) a pledge over all themonetary contractual claims arising from certainTransaction Documents; and (ii) a pledge over the positivebalance of the Accounts held in Italy by the Issuer (otherthan the Expenses Account and the Quota CapitalAccount). See for further details "Description of the other

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Transaction Documents" below.

The English Deed of Charge Pursuant to a deed of charge and assignment governed byEnglish law and executed by the Issuer and theRepresentative of the Noteholders on the Signing Date(the "English Deed of Charge" and together with theItalian Deed of Pledge and the Swap Guarantee SecurityAgreement (as defined below), the "SecurityDocuments"), the Issuer has, in favour of theRepresentative of the Noteholders (in its capacity assecurity trustee thereunder) on its own behalf and onbehalf of the Issuer Secured Creditors (i) assigned all theIssuer's rights, title, interest and benefit (present andfuture) in, to and under the Swap Agreement; (ii) chargedby way of first fixed charge the English InvestmentAccount, the Collateral Accounts; and (iii) charged by wayof first floating security the whole of the Issuer'sundertaking, property and assets, present and future,relating to the Securitisation which are located in Englandand Wales and which are not subject to effective securitycreated pursuant to the other clauses of the English Deedof Charge or otherwise. See for further details"Description of the other Transaction Documents" below.

The Corporate Services Agreement Pursuant to a corporate services agreement entered into onthe Signing Date between the Issuer, the Representative ofthe Noteholders and the Corporate Servicer (the"Corporate Services Agreement"), the CorporateServicer will provide the Issuer with certain corporateadministration and management services. See for furtherdetails "Description of the other Transaction Documents"below.

The Notes Subscription Agreement Pursuant to a subscription agreement entered into on theSigning Date between the Issuer, the Arranger, theRepresentative of the Noteholders and the Originators (the"Notes Subscription Agreement"), the Originators shallsubscribe for the Notes and pay to the Issuer the IssuePrice for the Notes and shall appoint the Representative ofthe Noteholders to act as the representative of theNoteholders, subject to the conditions set out therein. TheNotes Subscription Agreement will be governed by andconstrued in accordance with Italian Law. See for furtherdetails "Description of the other Transaction Documents"below.

The Quotaholder's Agreement Pursuant to the terms of a quotaholder's agreement datedthe Signing Date between the Quotaholder, the Issuer andthe Representative of the Noteholders (the"Quotaholder's Agreement"), certain rules shall be setout in relation to the corporate governance of the Issuer.See for further details "Description of the OtherTransaction Documents" below.

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The Swap Agreement

Swap Guarantee SecurityAgreement

In order to hedge the interest rate exposure of the Issuer inrelation to its floating rate obligations under the Class ANotes, the Issuer will enter into two swap transactions(each a "Swap Transaction" and together the "SwapTransactions") with the Swap Counterparty on or prior tothe Issue Date. Such Swap Transactions will be governedby an International Swaps and Derivatives Association,Inc. ("ISDA") Master Agreement (Multicurrency-CrossBorder), together with a Schedule and a 1995 creditsupport annex (together the "Master Agreement") andeach Swap Transaction will be documented pursuant to aswap confirmation (each a "Swap Confirmation" andtogether with the Master Agreement, the "SwapAgreement").

The obligations of J.P. Morgan Securities Plc as SwapCounterparty under the Swap Agreement will beguaranteed on or about the Issue Date by JPMorgan ChaseBank, N.A. (the "Swap Guarantor") pursuant to a NewYork law governed guarantee (the "Swap Guarantee").The Issuer will create a first ranking security interest overits rights under the Swap Guarantee in favour of theRepresentative of the Noteholders as security agentpursuant to a New York law governed security document(the "Swap Guarantee Security Agreement").

See for further details "Description of the otherTransaction Documents" below.

Governing Law All the Italian Law Transaction Documents are or will begoverned by Italian Law. The English Law TransactionDocuments are or will be governed by English Law. Seefor further details "Description of the other TransactionDocuments" below.

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RISK FACTORS

The following is a description of certain aspects of the issue of the Notes of which prospectiveNoteholders should be aware. It is not intended to be exhaustive and prospective Noteholders shouldmake their own independent valuation of all of the risk factors and should also read the detailedinformation set forth elsewhere in this Prospectus and in the Transaction Documents. Additional risksand uncertainties not presently known to the Issuer or that it currently believes to be immaterial couldalso have a material impact on its business operations.

1. THE ISSUER

1.1. Liquidity and Credit Risk

The Issuer is subject to the risk of delay arising between the scheduled payment dates and thedate of receipt of payments due from the Borrowers. The Issuer is also subject to the risk of,among other things, default in payments by the Borrowers and the failure of the Servicers tocollect and recover sufficient funds in respect of the Portfolios in order to enable the Issuer todischarge all amounts payable under the Notes. These risks are mitigated by the liquidity andcredit support provided by in respect of the Class A Notes, the subordination of the Class BNotes and the Cash Reserves.

However in each case, there can be no assurance that the levels of credit support and theliquidity support provided by the subordination of the Class B Notes and the Cash Reserveswill be adequate to ensure punctual and full receipt of amounts due under the Class A Notes.

In each case the performance by the Issuer of its obligations thereunder is dependent on thesolvency of the Servicers (or any permitted successors or assignees appointed under theServicing Agreement) and the other parties to the Transaction Documents as well as the timelyreceipt of any amount required to be paid to the Issuer by the various agents and counterpartsof the Issuer pursuant to the terms of the Transaction Documents.

In some circumstances (including after service of a Trigger Notice), the Issuer could attemptto sell the Portfolios, but there is no assurance that the amount received on such a sale wouldbe sufficient to repay in full all amounts due to the Noteholders.

Recent events in the securitisation markets, as well as the debt markets generally, have causedsignificant dislocations, illiquidity and volatility in the market for asset-backed securities, aswell as in the wider global financial markets. As at the date of this Prospectus, the secondarymarket for asset-backed securities is continuing to experience disruptions resulting from,among other factors, reduced investor demand for such securities.

This has had a materially adverse impact on the market value of asset-backed securities andresulted in the secondary market for asset-backed securities experiencing very limitedliquidity. Structured investment vehicles, hedge funds, issuers of collateralised debtobligations and other similar entities have been experiencing funding difficulties and havebeen forced to sell asset-backed securities into the secondary market. The price of creditprotection on asset-backed securities through credit derivatives has risen materially. Limitedliquidity in the secondary market may continue to have an adverse effect on the market valueof 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 therequirements of limited categories of investors. Consequently, whilst these market conditionscontinue to persist, an investor in the Notes may not be able to sell or acquire credit protectionon its Notes readily and market values of the Notes are likely to fluctuate. Any of thesefluctuations may be significant and could result in significant losses to Noteholders.

It is not known for how long these market conditions will continue and it cannot be assuredthat these market conditions will not continue to occur or whether they will become moresevere.

1.2. Issuer's ability to meet its obligations under the Notes

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The Issuer will not as of the Issue Date have any significant assets other than the Portfoliosand the other Issuer's Rights. The ability of the Issuer to meet its obligations in respect of theNotes will be dependent on the extent of collections and recoveries from the Portfolios andany other amounts payable to the Issuer pursuant to the terms of the Transaction Documentsto which it is a party.

There is no assurance that, over the life of the Notes or at the redemption date of the Notes(whether on the Final Maturity Date, upon redemption by acceleration of maturity followingthe delivery of a Trigger Notice, or otherwise), there will be sufficient funds to enable theIssuer to pay interest on the Notes, or to repay the Notes in full.

If there are not sufficient funds available to the Issuer to pay in full all principal and interestand any other amounts due in respect of the Notes, then the Noteholders will have no furtherclaims against the Issuer in respect of any such unpaid amounts. After the Notes have becomedue and payable following the delivery of a Trigger Notice, the only remedy available to theIssuer Secured Creditors is the exercise by the Representative of Noteholders of the Issuer'sRights under the Transaction Documents.

1.3. No independent investigation in relation to the Portfolios

None of the Issuer, the Arranger nor any other party to the Transaction Documents (other thanthe Originators) has undertaken or will undertake any investigation, searches or other actionsto verify the details of the Portfolios sold by the Originators to the Issuer, nor has any suchparty undertaken, nor will any of them undertake, any investigations, searches or other actionsto establish the creditworthiness of any Borrower.

None of the Issuer and the Arranger nor any other party to the Transaction Documents (otherthan the Originators) has carried out any analysis in respect of the Loan Agreements in orderto, without limitation, ascertain whether or not the Loan Agreements contain provisionslimiting the transferability of the Claims.

The Issuer will rely instead on the representations and warranties given by the Originators inthe Warranty and Indemnity Agreement and in the Transfer Agreements. The only remedies ofthe Issuer in respect of the occurrence of a breach of a representation and warranty whichmaterially and adversely affects the value of a Claim will be the requirement that theOriginators indemnify the Issuer for the damage deriving therefrom or repurchase the relevantClaim. See "Description of the Warranty and Indemnity Agreement", below. There can be noassurance that the Originators will have the financial resources to honour such obligations.

1.4. Claims of unsecured creditors of the Issuer

By operation of Law 130, the right, title and interest of the Issuer in and to the Portfolios willbe segregated from all other assets of the Issuer (including, for the avoidance of doubt, anyother portfolio purchased by the Issuer pursuant to the Law 130) and amounts derivingtherefrom (for so long as such amounts are credited to one of the Issuer's accounts under thisSecuritisation and not commingled with other sums) will be available on a winding up of theIssuer only to satisfy the obligations of the Issuer to the Noteholders and to pay other costs ofthe Securitisation. Amounts derived from the Portfolios (for so long as such amounts arecredited to one of the Issuer's accounts under this Securitisation and not commingled withother sums) will not be available to any other creditors of the Issuer.

In order to ensure such segregation: (i) the Issuer has undertaken (and is obligated pursuant tothe Bank of Italy regulations) to open and to keep separate accounts in relation to eachsecuritisation transaction; (ii) the servicers shall be able to individuate at any time, pursuant tothe Bank of Italy regulations, specific funds and transactions relating to each securitisationand shall keep appropriate information and accounting systems to this purpose; (iii) theparties to the Securitisation have undertaken not to credit to the Accounts amounts other thanthose set out in Cash Administration and Agency Agreement.

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Moreover, the provisions of article 3 of the Securitisation Law concerning the patrimonioseparato are not likely to apply in circumstances where the cash-flow referred to above iscommingled with the assets of a party other than the Issuer (such as, for example, theServicers). Thus, if any such party becomes insolvent, any such cash-flow held by it could notbe included in the patrimonio separato.

However, no guarantee can be given on the fact that the parties to the Securitisation willcomply with the law provisions and contractual provisions which have been inserted in therelevant Transaction Documents in order to ensure the segregation of assets. Furthermore,under Italian law, any other creditor of the Issuer would be able to commence insolvency orwinding up proceedings against the Issuer in respect of any unpaid debt. Notwithstanding theforegoing, the corporate object of the Issuer as contained in its by-laws is limited and theIssuer has also agreed to certain covenants in the Intercreditor Agreement and the Conditionsrestricting the activities that may be carried out by the Issuer and has furthermore covenantednot to enter into any transactions that are not contemplated in the Transaction Documents. Tothe extent that the Issuer has other creditors, the Issuer has established the Expenses Accountand the funds therein may be used for the purposes of paying the ongoing fees, costs,expenses and taxes of the Issuer to third parties, excluding the Other Issuer Creditors, inrespect of the Securitisation.

1.5. Limited enforcement rights

The protection and exercise of the Noteholders' rights against the Issuer and the security underthe Notes is one of the duties of the Representative of the Noteholders. The Rules of theOrganisation of the Noteholders limit the ability of individual Noteholders to commenceproceedings against the Issuer by conferring on the Meeting of the Noteholders the power toresolve on the ability of any Noteholder to commence any such individual actions.

1.6. Rights of set-off of Borrowers

Under general principles of Italian law, the Borrowers would be entitled to exercise rights ofset-off in respect of amounts due under any Claim against any amounts payable by each of theOriginators to the relevant assigned Borrower. After publication in the Official Gazette of thenotice of transfer of the Portfolios to the Issuer pursuant to the Transfer Agreements andregistration of the assignment in the register of companies where the Issuer is enrolled (andprovided that the relevant Borrower has not accepted the assignment of its debt with anexpress qualification to maintain a right to set-off, as indicated in certain law cases by theSupreme Court (Corte di Cassazione): judgement 5 March 1980, No. 1484 and 16 January1979, No. 310), the Borrowers shall not be entitled to exercise any set-off right against theirclaims vis-à-vis each of the Originators which arises after the date of such publication andregistration. Under the terms of the Warranty and Indemnity Agreement, each of theOriginators has undertaken to indemnify the Issuer against any right of set-off which theBorrowers may exercise vis-à-vis the Issuer with respect to the Claims.

The Italian consumer legislation set forth in the Consolidated Banking Act (i) provides for amore borrower friendly set-off ruling and (ii) attributes to the borrower the right to terminatethe loan and receive back any amount paid to the lender (and to any assignee) in case ofbreach by the supplier of the goods purchased by the borrower out of the loan. In any case, theOriginators have represented under the Warranty and Indemnity Agreement there are not anyLoan subject to the Italian consumer legislation.

1.7. Servicing of the Portfolios and potential conflicts of interest

Pursuant to the Servicing Agreement and as of its date of execution, each of the 28 Portfolioswill be serviced by each of the relevant Originators. The net cash flows from the Portfoliosmay be affected by decisions made, actions taken and the collection procedures adoptedpursuant to the provisions of the Servicing Agreement by the Servicers (or any permittedsuccessors or assignees appointed under the Servicing Agreement). The Servicing Agreementprevents the Servicer from renegotiating, in the name and behalf of the Issuer, the Claims with

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the relevant Debtors, other than when certain conditions specified in the Servicing Agreementare met.

The parties to the Transaction Documents perform multiple roles within the Securitisation,including (i) the Originators which are also Servicers, Limited Recourse Loan Providers and(ii) Cassa Centrale which is also Back-up Servicer and Operating Bank. Accordingly,conflicts of interest may exist or may arise as a result of the parties to this Securitisation: (a)having engaged or engaging in the future in transactions with other parties of theSecuritisation; (b) having multiple roles in this Securitisation and/or (c) executing othertransactions for third parties. In any case, this risk factor is mitigated by the provisionsindicated in the risk factor illustrated in the following paragraph 2.10.

1.8. Further securitisations

The Issuer may purchase and securitise further portfolios of monetary claims in addition to thePortfolios. It is a condition precedent to any such securitisation that the Rating Agencies havebeen notified in writing of the Issuer’s intention to carry out a Further Securitisation. SeeCondition 4 (Covenants).

1.9. Tax treatment of the Issuer

Taxable income of the Issuer is determined in accordance with Italian Presidential Decree No.917 of 22 December 1986. Pursuant to the regulations issued by the Bank of Italy on 14February 2006 (Istruzioni per la Redazione dei Bilanci degli Intermediari Finanziari Iscrittinell' "Elenco Speciale", degli Imel, delle SGR e delle SIM), the assets, liabilities, costs andrevenues of the Issuer in relation to the securitisation of the Portfolios will be treated as off-balance sheet assets, liabilities, costs and revenues, to be reported in the notes to the financialstatements. Based on the general rules applicable to the calculation of the net taxable incomeof a company, such taxable income should be calculated on the basis of accounting, i.e. on-balance sheet, earnings, subject to such adjustments as are specifically provided for byapplicable income tax rules and regulations. On this basis, no taxable income should accrue tothe Issuer in the context of the transfer to the Issuer of the Portfolios. This opinion has beenexpressed by scholars and tax specialists and has been confirmed by the tax authority(Circular No. 8/E issued by Agenzia delle Entrate on 6 February 2003) on the grounds that thenet proceeds generated by the securitised assets may not be considered as legally available toan issuer insofar as any and all amounts deriving from the underlying assets are specificallydestined to satisfy the obligations of such issuer to the noteholders, the originator and anyother creditors of the issuer in respect of the securitisation of the underlying assets incompliance with applicable laws.

It is, however, possible that the Ministry of Economy and Finance or another competentauthority may issue further regulations, letters or rulings relating to Law 130 which mightalter or affect the tax position of the Issuer as described above in respect of all or certain of itsrevenues and/or items of income also through the non-deduction of costs and expenses.

As confirmed by the Italian Tax Authority (Agenzia delle Entrate) Resolution No. 139/E of 17November 2004, issued in relation to the EU Court of Justice sentence of June 26, 2003 oncase C-305/01, the transfer of the Portfolios to the Issuer qualifies as a financial servicerendered by the Issuer to the Originators, to be subject to VAT at the zero per cent. rate(operazione esente IVA) because it does not represent a mere credit recovery activity whichwould be subject to VAT at a 21 percent rate. The characterisation of the transfer of Portfoliosas a financial service is supported by the evidence that the transfer takes place in the contextof a financial transaction where (a) the Originators transfer the Portfolios to the Issuer in orderto enable the latter to raise funds (through the issuance of Notes collateralised by thePortfolios) to be advanced to the Originators as transfer price of the Portfolios; (b) the Issuerwill effectively be entitled to retain for itself all collection and recoveries proceeds of thePortfolios to the extent necessary to repay the principal amount of the Notes and to payinterest thereon and all costs borne by the Issuer in the context of the Securitisation. It is

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however possible that future rulings, guidelines, regulations or letters of the Italian TaxAuthority (Agenzia delle Entrate) or other competent authorities might propose a differentinterpretation. The Portfolio is not transferred for a consideration due by the Originators to theIssuer, nor at a discount below the face value of the receivables. As a consequence of this andaccording to Circular No. 32/E of 11 March 2011, the Italian Tax Authority (Agenzia delleEntrate) would argue that the transaction does not qualify for VAT purposes as operazioneesente (VAT exempt) and qualify instead as operazione fuori campo (out of the scope ofVAT). Should for any reason the Transfer Agreements be subject, either voluntarily or in caseof use or enunciation, to registration, 0.5% registration tax will be payable by the relevantparties thereto on the nominal value of the transferred receivables.

Pursuant to Legislative Decree No. 141/2010 which modified article 3, paragraph 3, of Law130, the Issuer is not any longer requested to be registered as financial intermediary underarticle 106 of the Banking Act while it is enrolled in the register for securitization vehiclesheld by the Bank of Italy pursuant to the Bank of Italy's regulation dated 29 April 2011.Agenzia delle Entrate has not changed its tax guidelines and the Issuer has been advised thatthe current tax regime has not been modified by the new regulations of Bank of Italy.

2. THE NOTES

2.1. Liability under the Notes

The Notes are limited recourse obligations of the Issuer and amounts payable thereunder arepayable solely from amounts received by the Issuer from or in respect of the Portfolios andthe other Issuer's Rights and receipts under the Transaction Documents to which it is or willbe a party. On the Issue Date, the Issuer will have no significant assets other than thePortfolios and the other Issuer's Rights. Although the Issuer may issue further notes subject tothe terms of the Conditions and to the Quotaholder’s Agreement, the Noteholders will nothave any recourse to the assets securing such notes. The Notes will be obligations solely ofthe Issuer. In particular, the Notes will not be obligations or responsibilities of, or beguaranteed by each of the Originators (in any capacity), the Representative of theNoteholders, the Transaction Bank, the English Transaction Bank, the Operating Bank, theAgent Bank, the Servicers, the Irish Listing Agent, the Corporate Servicer, the ComputationAgent, the Italian Paying Agent, the Swap Counterparty, the Swap Guarantor, the CashManager, the Back-up Servicer, the Back-up Servicer Facilitator or the Principal PayingAgent. No such person accepts any liability whatsoever in respect of any failure by the Issuerto make any payment of any amount due on the Notes.

2.2. Subordination

Before the delivery of a Trigger Notice (as defined below), with respect to the obligation ofthe Issuer to pay interest and repay principal on the Notes, the Conditions provide that theClass A Notes will rank pari passu and without any preference or priority amongthemselves. The Class B Notes of each Series will rank pari passu and without anypreference or priority among themselves but will be subordinated to the Class A Notes.

Following the delivery of a Trigger Notice with respect to the obligation of the Issuer to payinterest and repay principal on the Notes, the Conditions provide that the Class A Notes willrank pari passu and without any preference or priority among themselves. The Class BNotes of each Series will rank pari passu and without any preference or priority amongthemselves but will be subordinated to the Class A Notes.

Principal on each Series of Class B Notes will be reimbursed and interest accrued thereonwill be paid out of available funds deriving from collections and recoveries from the relevantPortfolio provided that following delivery of a Cross Collateral Notice and/or delivery of aTrigger Notice, principal on all Series of Class B Notes will be reimbursed and interestaccrued thereon will be paid out of the aggregate available funds deriving from collectionsand recoveries of all the Portfolios, but in an amount which is a function of the performance

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of the relevant Portfolio. The Class B Notes shall at all times be subordinated to the Class ANotes.

If a Trigger Notice is served, as long as any Class A Notes are outstanding, unless notice hasbeen given to the Issuer declaring the Class A Notes due and payable, the Class B Notes shallnot be capable of being declared due and payable and the Class A Noteholders will be entitledto determine the remedies to be exercised. Remedies pursued by the Class A Noteholderscould be adverse to the interests of the Class B Noteholders. No repayment of principal willbe made on any Class of Notes until all principal due on each Class of Notes ranking inpriority thereto has been repaid.

2.3. The "Anti-Deprivation" Principle

The validity of contractual priorities of payments such as those contemplated in thistransaction (the Orders of Priority) has been challenged recently in the English and U.S.courts. The hearings have arisen due to the insolvency of a secured creditor (in that case aswap counterparty) and have considered whether such payment priorities breach the "anti-deprivation" principle under English and U.S insolvency law. This principle prevents a partyfrom agreeing to a provision that deprives its creditors of an asset upon its insolvency. It wasargued that where a secured creditor subordinates itself to noteholders in the event of itsinsolvency, that secured creditor effectively deprives its own creditors. The Court of Appeal inPerpetual Trustee Co Ltd v BNY Corporate Trustee Services Ltd 2009 EWCA Civ 1160,dismissed this argument and upheld the validity of similar priorities of payment, stating thatthe anti-deprivation principle was not breached by such provisions. This was furthersupported in Belmont Park Investments PTY Limited v BNY Corporate Trustee Services Ltdand Lehman Brothers Special Financing Inc 2011 UKSC 38, in which the Supreme Courtupheld the priority provisions at issue in determining that such priority provisions were partof a complex commercial transaction entered into in good faith without any intention to evadeinsolvency law in which the changing priority of payments were an essential part of thetransaction understood by the parties and did not contravene the anti-deprivation principle.

The U.S. Bankruptcy Court for the Southern District of New York has granted LehmanBrothers Special Finance Inc.'s motion for summary judgement to the effect that theprovisions do infringe the anti-deprivation principle in a U.S. insolvency. The Courtacknowledged that this has resulted in the U.S. courts coming to a decision "directly at oddswith the judgement of the English Courts". BNY Corporate Trustee Services Ltd was grantedleave to appeal but the case subsequently settled out of court. Notwithstanding the New Yorksettlement, the decision of the US Bankruptcy Court remains inconsistent with the decisionreached by the Supreme Court of England and Wales in the Belmont case as referred to aboveand therefore uncertainty remains as to how a conflict of the type referred to above would beresolved by the courts. Given the current state of U.S. and English law, this is likely to be anarea of continued judicial focus particularly in respect of multi-jurisdictional insolvencies.

Additionally, there can be no assurance as to how such subordination provisions would beviewed in other jurisdictions such as Italy or whether they would be upheld under theinsolvency laws of any such relevant jurisdiction. If a subordination provision included in theTransaction Documents was successfully challenged under the insolvency laws of anyrelevant jurisdiction and any relevant foreign judgement or order was recognised by theItalian courts, there can be no assurance that these actions would not adversely affect therights of the Noteholders, the rating of the Class A Notes, the market value of the Class ANotes and/or the ability of the Issuer to satisfy all or any of its obligations under the Class ANotes.

2.4. Yield and Payment Considerations

The yield to maturity of the Notes will depend on, inter alia, the amount and timing ofrepayment of principal under the Claims (including prepayments).

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The yield to maturity of the Notes may be affected by a higher than anticipated prepaymentrate under the Claims.

Such rate cannot be predicted and is influenced by a wide variety of economic, social andother factors, including prevailing market interest rates and margin offered by the bankingsystem, the availability of alternative financing and local and regional economic conditionsand recently enacted legislation which simplifies the refinancing of loans and possible futurelegislations enacted to the same purpose. Therefore, no assurance can be given as to the levelof prepayments that will occur under the Portfolios.

2.5. Projections, Forecasts and Estimates

Estimates of the weighted average life of the Class A Notes included herein, together with anyother projections, forecasts and estimates in this Prospectus, are forward-looking statements.Projections are necessarily speculative in nature, and it can be expected that some or all of theassumptions underlying the projections will not materialise or will vary significantly fromactual results. Accordingly, actual results may vary from the projections, and the variationsmay be material. The potential noteholder is cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date of this Offering Circular and arebased on assumptions that may prove to be inaccurate. No-one undertakes any obligation toupdate or revise any forward-looking statements contained herein to reflect events orcircumstances occurring after the date of this Offering Circular.

2.6. Interest Rate Risk

The Claims have or may have interest payments calculated on a fixed rate basis or a floatingrate basis (which may be different from the Euribor applicable under the Class A Notes andmay have different fixing mechanism), whilst the Class A Notes will bear interest at a ratebased on six month Euribor determined on each Interest Determination Date, subject to and inaccordance with the Conditions. As a result, there could be a rate mismatch between interestaccruing on the Class A Notes and that accruing on the Portfolios. As a result of suchmismatch, an increase in the level of six month Euribor could adversely impact the ability ofthe Issuer to make payments on the Class A Notes. On or about the date of this Prospectus, tomitigate the effect of such interest rate mismatch, the Issuer will enter into the SwapAgreement.

The benefits of the Swap Agreement may not be achieved in the event of the early terminationof the Swap Agreement, including termination upon the failure of the Swap Counterparty toperform its obligations thereunder. The Swap Agreement contains certain limited terminationevents and events of default which will entitle either party to terminate the Swap Transactionsand, other than in certain limited circumstances set out in the relevant Order of Priority, swaptermination amounts rank senior to payments of interest on and repayment of principal of theClass A Notes. In addition, any collateral transferred to the Issuer by the Swap Counterpartypursuant to the Swap Agreement and any Replacement Swap Premium received by the Issuerfrom a replacement swap counterparty will not generally be available to the Issuer to makepayments to the Issuer Secured Creditors and shall only be paid or transferred (as applicable)in accordance with the Collateral Account Order of Priority. Unless one or more comparableinterest rate swaps are entered into, the Issuer may have insufficient funds to make paymentsunder the Notes. In the event of the insolvency of the Swap Counterparty, the Issuer will betreated as a general and unsecured creditor of the Swap Counterparty. Consequently, theIssuer will be subject to the credit risk of the Swap Counterparty in addition to the risk of theBorrowers.

As of the Issue Date, the interest rate risk arising (i) in connection with approximately 4.71%of the Claims included in the Portfolios is not hedged.

For further details “Description of the other Transaction Documents” - The Swap Agreement -The Intercreditor Agreement”.

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2.7. Limited nature of credit ratings assigned to the Class A Notes

The credit rating assigned to the Class A Notes reflects the Rating Agencies’ assessment onlyin relation to a likelihood of timely payment of interest and the ultimate repayment ofprincipal on or before the Final Maturity Date, not that such payments will be paid whenexpected or scheduled. These ratings are based, among other things, on the Rating Agencies'determination of the value of the Portfolios, the reliability of the payments on the Portfoliosand the availability of credit enhancement.

The ratings do not address, inter alia, the following:

- the possibility of the imposition of Italian or European withholding tax; or

- the marketability of the Class A Notes, or any market price for the Class A Notes; or

- whether an investment in the Class A Notes is a suitable investment for the Noteholder.

A rating is not a recommendation to purchase, hold or sell the Class A Notes.

The Rating Agencies may lower their ratings or withdraw their ratings if, in the sole judgmentof the Rating Agencies, the credit quality of the Class A Notes has declined or is in question.If any rating assigned to the Class A Notes is lowered or withdrawn, the market value of theClass A Notes may be affected.

2.8. Suitability

Prospective investors should determine whether an investment in the Class A Notes isappropriate in their particular circumstances and should consult with their legal, business andtax advisers to determine the consequences of an investment in the Class A Notes and toarrive at their own evaluation of the investment.

Investment in the Class A Notes is only suitable for investors who:

1. have the requisite knowledge and experience in financial and business matters toevaluate such merits and risks of an investment in the Class A Notes;

2. have access to, and knowledge of, appropriate analytical tools to evaluate such meritsand risks in the context of their financial situation;

3. are capable of bearing the economical risk of an investment in the Class A Notes; and

4. recognise that it may not be possible to dispose of the Class A Notes for a substantialperiod of time, if at all.

Prospective investors in the Class A Notes should make their own independent decisionwhether to invest in the Class A Notes and whether an investment in the Class A Notes isappropriate or proper for them, based upon their own judgement and upon advice from suchadvisers as they may deem necessary.

Prospective investors in the Class A Notes should not rely on or construe any communication(written or oral) of the Issuer, the Originators or the Arranger as investment advice or as arecommendation to invest in the Class A Notes, it being understood that information andexplanations related to the Conditions shall not be considered to be investment advice or arecommendation to invest in the Class A Notes.

No communication (written or oral) received from the Issuer, the Servicers or the Originatorsor from any other person shall be deemed to be an assurance or guarantee as to the expectedresults of an investment in the Class A Notes.

2.9. Absence of secondary market

There is not, at present, an active and liquid secondary market for the Class A Notes. TheClass A Notes have not been and will not be registered under the Securities Act or thesecurities laws of any state or other jurisdiction of the United States and may not be offered orsold within the United States, or to, or for the account or benefit of, U.S. persons except

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pursuant to an exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act and applicable state securities laws. Although the application has beenmade to the Irish Stock Exchange for the Class A Notes to be admitted to the official listingand trading on its regulated market, there can be no assurance that a secondary market for theClass A Notes will develop, or, if a secondary market does develop in respect of any of theClass A Notes, that it will provide the holders of such Class A Notes with the liquidity ofinvestments or that it will continue until the final redemption or cancellation of such Class ANotes. Consequently, any purchaser of Class A Notes must be prepared to hold such Class ANotes until the final redemption or cancellation.

It is the intention of the Originators to initially use the Class A Notes as collateral inrepurchase transactions and/or as collateral in connection with liquidity and/or open marketoperations with the European Central Bank or other qualified investors.

2.10. The Representative of the Noteholders

The Conditions and the Intercreditor Agreement contain provisions regarding the fact that theRepresentative of the Noteholders shall, as regards the exercise and performance of all itspowers, authorities, duties and discretion, have regard to the interests of all Class ofNoteholders and the Other Issuer Creditors provided that if, in the opinion of theRepresentative of the Noteholders (i) there is a conflict between their interests, theRepresentative of the Noteholders will have regard solely to the interests of the Noteholders;or (ii) there is a conflict between the interests of the holders of different classes of Notes, theRepresentative of the Noteholders will consider only the interests of the holders of the MostSenior Class of Notes then outstanding; or (iii) there is a conflict between the interests of theOther Issuer Creditors, then the Representative of the Noteholders shall have regard to theinterests of whichever of the Other Issuer Creditors ranks higher in the Order of Priority forthe payment of the amounts therein specified.

2.11. Class A Notes as eligible collateral for ECB liquidity and/or open market transaction

After the Issue Date an application may be made to a central bank in the Eurozone to recordthe Class A Notes as eligible collateral, within the meaning of the guidelines issued by theEuropean Central Bank (ECB) on September 2011 (The implementation of monetary policy inthe Euro area), as subsequently amended and supplemented, for liquidity and/or open markettransactions carried out with such central bank. In this respect, it should be noted that inaccordance with their policies, neither the ECB nor the central banks of the Eurozone willconfirm the eligibility of the Class A Notes for the above purpose prior to their issuance and ifthe Class A Notes are accepted for such purpose, the relevant central bank may amend orwithdraw any such approval in relation to the Class A Notes at any time. The assessmentand/or decision as to whether the Class A Notes qualify as eligible collateral for liquidityand/or open market transactions rests with the relevant central bank.

None of the Issuer, the Originators, the Arranger or any other party to the TransactionDocuments gives any representation or warranty as to the eligibility of the Class A Notes forsuch purpose, nor do they accept any obligation or liability in relation to such eligibility orlack of it of the Class A Notes at any time.

2.12. Substitute Tax under the Notes

Payments under the Notes may in certain circumstances, described in the section headed"Taxation" of this Prospectus, be subject to a Law 239 Deduction. In such circumstance, anybeneficial owner of an interest payment relating to the Notes of any Class will receiveamounts of interest payable on the Notes net of a Law 239 Deduction. At the date of thisProspectus, such Law 239 Deduction, if applicable is levied at the rate of 20%, or such lowerrate as may be applicable under the relevant double taxation treaty.

In the event that any Law 239 Deduction or any other deduction or withholding for or onaccount of tax is imposed in respect of payments to Noteholders of amounts due pursuant to

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the Notes, the Issuer will not be obliged to gross-up or otherwise compensate Noteholders forthe lesser amounts the Noteholders will receive as a result of the imposition of any suchdeduction or withholding, or otherwise to pay any additional amounts to any of theNoteholders.

2.13. Eu Directive on the taxation of savings income

On June 3, 2003, the European Council of Economics and Finance Ministers adopted aDirective on the taxation of savings income under which Member States are required startingfrom July 1, 2005, to provide to the tax authorities of another Member State the details ofpayments of interest (or similar income) paid by a person within its jurisdiction, qualifying aspaying agent under the Directive, to an individual resident in that other Member State, exceptthat, for a transitional period, Luxembourg and Austria are instead required (unless duringthat period they elect otherwise) to operate a withholding system in relation to such payments(the ending of such transitional period being dependent upon the conclusion of certain otheragreements relating to information exchange with certain Third Countries). A number of non-EU countries and territories, including Switzerland, have agreed to adopt similar measures.

Luxembourg and Austria may however elect to introduce automatic exchange of informationduring the transitional period, in which case they will no longer apply the withholding tax.

The Council Directive was implemented in Italy by Legislative Decree No. 84 of 18 April2005. Pursuant to said decree, subject to a number of important conditions being met, withrespect to interest paid to individuals who qualify as beneficial owners of the interest paymentand are resident for tax purposes in another EU Member State or in a dependent or associatedterritory under the relevant international agreement, Italian paying agents (e.g., banks, SIMs,SGRs., financial companies and fiduciary companies resident in Italy for tax purposes,permanent establishments in Italy of non-resident persons as well as any other person residentin Italy for tax purposes paying interest for professional or commercial reasons) shall report tothe Italian tax authorities details of the relevant payments and personal information of theindividual beneficial owner. Such information is transmitted by the Italian tax authorities tothe competent foreign tax authorities of the State of residence of the beneficial owner.

The same details of payments of interest (or similar income) shall be provided to the taxauthorities of a number of non-EU countries and territories, which have agreed to adoptsimilar measures with effect from the same date.

2.14. Change of law

The structure of the transaction and, inter alia, the issue of the Notes and the rating assignedto the Class A Notes are based on Italian law, tax and administrative practice in effect at thedate hereof, and having due regard to the expected tax treatment of all relevant entities undersuch law and practice. No assurance can be given that Italian law, tax or administrativepractice will not change after the Issue Date or that any such change will not adversely impactthe structure of the transaction and the treatment of the Notes.

3. GENERAL RISKS

3.1. Loans' performance

Each Portfolio is comprised of performing mortgage and unsecured loans governed by Italianlaw. The Portfolios have characteristics that show the capacity to produce funds to servicepayments due on the Notes. However, there can be no guarantee that the Borrowers will notdefault under such Loans and that they will continue to perform their relevant paymentobligations. The recovery of amounts due in relation to any defaulted claims will be subject toeffectiveness of enforcement proceedings in respect of the Portfolios which, in the Republicof Italy, can take a considerable time depending on the type of action required and where suchaction is taken as well as depend on several other factors.

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These factors include the following: proceedings in certain courts involved in the enforcementof mortgage loans and mortgages may take longer than the national average; obtaining titledeeds from land registries which are in the process of computerising their records can take upto two (2) or three (3) years. For the Republic of Italy as a whole, it takes an average of six (6)to seven (7) years from the time lawyers commence enforcement proceedings until the time anauction date is set for the forced sale of any assets. In this respect, it is to be taken intoaccount that Italian Law No. 302 of 3 August 1998 ("Norme in tema di espropriazione forzatae di atti affidabili ai notai") (the "Law No. 302") has allowed notaries to conduct certainstages of the foreclosure procedures in place of the courts and that by means of Law No. 80 of14 May 2005 ("Conversione in legge, con modificazioni, del decreto-legge 14 marzo 2005, n.35, recante disposizioni urgenti nell'ambito del Piano di azione per lo sviluppo economico,sociale e territoriale. Deleghe al Governo per la modifica del codice di procedura civile inmateria di processo di cassazione e di arbitrato nonché per la riforma organica delladisciplina delle procedure concorsuali") extends such activity to lawyers, certifiedaccountants and fiscal experts enrolled in a special register. The reforms are expected toreduce the length of foreclosure proceedings by between two (2) and three (3) years, althoughat the date of this Offering Circular, the impact which the mentioned laws will have on theLoans comprised in the Portfolios cannot be fully assessed. See "Selected Aspects of ItalianLaw".

3.2. Risk of losses associated with Borrowers

General economic conditions and other factors have an impact on the ability of Borrowers torepay Loans. Loss of earnings, illness, divorce, decrease in turnover, increase in operating orin financial costs and other similar factors may lead to an increase in delinquencies andbankruptcy filings by Borrowers, which may lead to a reduction in Loans payments by suchBorrowers and could reduce the Issuer's ability to service payments on the Notes.

The Loans have been entered into, inter alia, with Borrowers which are individuals orcommercial entrepreneur (imprenditore che esercita un'attività commerciale). In any case,some of the Borrowers may fall within the scope of application of the Royal Decree No. 267of 16 March 1942, as subsequently amended and supplemented (the "Bankruptcy Law") andas such may be subject to insolvency proceedings (procedure concorsuali) under theBankruptcy Law.

In the event of insolvency, prepayments made by a Borrower (to the extent the same is subjectto the Bankruptcy Law) under the relevant Loan Agreement may be declared ineffectivepursuant to article 65 of the Bankruptcy Law ("Article 65") which provides that a payment ofa debt not yet due and payable, which falls due and payable on or after the date of declarationof bankruptcy of a debtor is ineffective towards the creditors of the bankruptcy estate if suchpayment is made by the debtor in the two -years preceding the declaration of bankruptcy(including, accordingly, any prepayments made under a loan agreement).

While the Securitisation Law provides that claw-back provisions set forth in article 67 of theBankruptcy Law do not apply to payments made by the Borrowers to the Issuer in respect ofthe securitised Claims, it does not contain any exemption provisions in respect of Article 65.However according to the judgment by the Court of Verbania dated 13 August 1999(published in "Il Fallimento", 2000, II, pages 1047 et seq.), the approach of the ItalianSupreme Court is that claw back actions under the Bankruptcy Law should not be prejudicialto the rights of secured creditors. Therefore, the payments made further to an obligation notyet due, arising out from mortgage loans made by the debtor declared bankrupt in the twoyears prior to the date of the bankruptcy declaration are not subject to the claw back actionprovided for by article 65 of the Bankruptcy Law, because the ultimate consequence of thedeclaration of ineffectiveness of payments under article 65 of the Bankruptcy Law is that thesecured creditor could not be admitted to the bankruptcy estate as a secured creditor giventhat the mortgage would have been cancelled by effect of the pre-payment and according toItalian law it could not be reinstated vis-à-vis the receiver. The mentioned judgment by the

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Court of Verbania is not an isolated judgment, rather refers to previous Italian Supreme Courtcase law whose subject matter was, as the Italian Supreme Court itself puts it in its judgementNo. 20005/2005, the "injustice of turning a secured claim into a non-secured claim".

In this regard, it has to be noted that a recent case from the Italian Supreme Court (judgmentno. 19978 of July 18th 2008 specifically regarding the loans granted in accordance witharticle 38 and sub. of the Consolidated Banking Act (mutui fondiari)) has stated that article 65of the Bankruptcy Law does not apply in case the right of prepayment and the related right toobtain the cancellation of the mortgage securing the prepaid loan are directly and imperativelyattributed to the borrower by specific provisions of law (as set forth by the provisionsregulating the loans granted in accordance with article 38 and sub. of the ConsolidatedBanking Act (mutui fondiari)). Consequently, based on the above court decision, paymentsreceived under the loans granted in accordance with article 38 and sub. of the ConsolidatedBanking Act (mutui fondiari) included in the Portfolios would not be subject to claw backunder article 65 of the Bankruptcy Law.

More in general, with respect to the insolvency proceedings, due to the complexity of theseprocedures the time involved and the possibility for challenges and appeals by the debtor andthe other parties involved, there can be no assurance that any such insolvency proceedingwould result in the payment in full of outstanding amounts under the Loans or that suchproceedings would be concluded before the stated maturity of the Notes. For further detailssee section headed "Selected Aspects of Italian Law".

3.3. Real estate investments

A portion of the Loans are secured by real estate assets and subject to the risks inherent ininvestments in or secured by real property, which has not been revaluated for the purposes ofthe Securitisation. Such risks include adverse changes in national, regional or local economicand demographic conditions in Italy and in real estate values generally as well as in interestrates, real estate tax rates, other operating expenses, inflation and the strength or weakness ofItalian national, regional and local economies, the supply of and demand for properties of thetype involved, zoning laws or other governmental rules and policies (including environmentalrestrictions and changes in land use) and competitive conditions (including construction ofnew competing properties) all of which may affect the value of the Real Estate Assets and thecollections and recoveries generated by them.

The performance of investments in real estate has historically been cyclical. There is apossibility of losses with respect to the Real Estate Assets for which insurance proceeds maynot be adequate or which may result from risks that are not covered by insurance. As with allproperties, if reconstruction (for example, following destruction or damage by fire orflooding) or any major repair or improvement is required to be made to a Real Estate Asset,changes in laws and governmental regulations may be applicable and may materially affectthe cost to, or ability of, the owner to effect such reconstruction, major repair or improvement.Any of these events would affect the amount realised with respect to the relevant portion ofthe Loans, and consequently, the amount available to make payments on the Notes.

3.4. Italian Usury Law

Italian Law No. 108 of 7 March 1996 ("Disposizioni in materia di usura") (the "Usury Law")introduced legislation preventing lenders from applying interest rates equal to or higher thanthe thresholds set on a quarterly basis by a decree issued by the Italian Treasury (the "UsuryThresholds") (the latest of such decrees having been issued on 26 June 2012).

In addition, even though the applicable Usury Thresholds are not exceeded, interests and otheradvantages and/or remunerations might be held usurious if: (i) they are disproportionate to thesum lent (taking into account, in evaluating such condition, the specific terms and conditionsof the transaction and the average rate usually applied to similar transactions); and (ii) theperson who paid or accepted to pay the relevant amounts was, at the time it made suchpayment or undertook the obligation, in financial and economic difficulties.

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On 29 December 2000, the Italian Government issued law decree No. 394 ("Interpretazioneautentica della legge 7 marzo 1996, n. 108") (the "Decree 394/2000"), turned into Law No.24 of 28 February 2001 ("Conversione in legge, con modificazioni, del decreto-legge 29dicembre 2000, n. 394, concernente interpretazione autentica della legge 7 marzo 1996, n.108, recante disposizioni in materia di usura"), which clarified the uncertainty over theinterpretation of the Usury Law and provided, inter alia, that interest will be deemed to beusurious only if the interest rate agreed by the parties exceeded the Usury Thresholds at thetime when the loan agreement or any other credit facility was entered into or the interest ratewas agreed. Decree 394/2000 also provided that as an extraordinary measure due to theexceptional fall in interest rates in 1998 and 1999, interest rates due on instalments payableafter 2 January 2001 on fixed rate loans (other than subsidised loans) already entered into onthe date such decree came into force (such date being 31 December 2000) are to besubstituted, except where the parties have agreed to more favourable terms, with a lowerinterest rate set in accordance with parameters fixed by such decree by reference to theaverage gross yield of multiannual treasury bonds (Buoni Tesoro Poliennali) in the periodfrom January 1986 to October 2000.

The Italian Constitutional Court (Corte Costituzionale) has rejected, with decision No.29/2002 (deposited on 25th February 2002), a constitutional exception raised by the Court ofBenevento concerning article 1, paragraph 1, of the Usury Law. In so doing, theConstitutional Court has confirmed the constitutional validity of the provisions of the UsuryLaw which holds that the interest rates may be deemed to be void due to usury only if theyinfringe the Usury Law at the time they are agreed as between the borrower and the lender andnot as at the time such rates are actually paid by the borrower.

Prospective Noteholders should note that under the terms of the Warranty and IndemnityAgreement, each Originator has represented and warranted to the Issuer, inter alia, that theterms and conditions of each Loan are, and the exercise by each of the Originators of its rightsthereunder is, in each case, in compliance with all applicable laws and regulations including,without limitation, all laws and regulations relating to banking activity, credito fondiario,usury and personal data protection provisions in force at the time, as well as in compliancewith the internal procedures from time to time adopted by each of the Originators. See"Description of the Warranty and Indemnity Agreement".

3.5. Insurance Policies

In addition to the Claims arising from Loan Agreements, the Originator has also transferredthe benefits and rights deriving from any Insurance Policies entered into with respect to theClaims, if any. Please refer to the sections entitled "Description of the Transfer Agreement"and "Description of the Warranty and Indemnity Agreement".

Under the Warranty and Indemnity Agreement, the Originator has warranted that theInsurance Policies (where stipulated) name the Originator either as the direct or indirectbeneficiary of any indemnity to be paid thereunder (the "Indemnities") and the relevantOriginator has the right to receive the relevant Indemnities. Pursuant to the TransferAgreement, the benefits and rights deriving from any Insurance Policies are transferred to theIssuer.

However, there can be no guarantee that the Insurance Companies will perform theirrespective obligations under the relevant Insurance Policy.

3.6. Compounding of interest (Anatocismo)

According to article 1283 of the Italian Civil Code, in respect of a monetary claim, interestsaccrued for at least six months can be capitalised and provided that the capitalisation has beenagreed after the date when they have become due or from the date when the relevant legalproceedings are commenced in respect of that monetary claim, save there are no contraryrecognised customary practices (usi normativi). Banks in Italy have traditionally capitalisedaccrued interests on a quarterly basis on the grounds that such practice could be characterized

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as a customary practices. Certain recent judgments from Italian Courts (including JudgmentsNo. 2374/99 and No. 2593/03 of the Italian Supreme Court) have held that such practice donot meet the legal definition of customary practices. In this respect, it should be noted thatarticle 25, paragraph 2, of the Decree No. 342 (the "Decree") has delegated to theInterministerial Committee of Credit and Saving (the "CICR") powers to fix the conditionsfor the capitalization of accrued interests. As a matter of fact, the CICR, pursuant to article 3of a Resolution dated 9 February 2000 (the "Resolution"), has provided, in relation to loansinvolving a deferred repayment that, in case of breach by the debtor, the amount due on thematurity of each instalment, shall produce interests from such date up to the date of the actualpayment, if so provided by the relevant contract. Moreover, article 25, paragraph 3, of theDecree provides that the provisions relating to the capitalization of accrued interest set forth incontracts entered into before the date of the Resolution are valid and effective up to the datethereof and after such date shall be consistent to the provisions of the Resolution. Such Decreehas been challenged, however, before the Italian Constitutional Court on the grounds that itfalls outside the scope of the powers delegated under the Legge Delega, and article 25paragraph 3 of the Decree has been declared unconstitutional by decision No. 425 of 9/17October 2000 issued by the Italian Constitutional Court. On the basis of the foregoing, itcannot be excluded that borrowers may, where appropriate, challenge the practice ofcapitalising interest by banks on the grounds set forth by the Italian Supreme Court in theabove mentioned decision and, therefore, that a negative effect on the returns generated fromthe residential and commercial mortgage loan could derive.

With respect to this matter, a recent ruling dated 29 October 2008 by the Court of Bari(honorary judge of the detached office of Rutigliano) declared some mortgage loanagreements (executed in 1988 and 1989) that were based upon the amortisation methodknown as "French amortisation" (i.e. mortgage loans with fixed instalments, made up of anamount of principal (that progressively increases) and an amount of interest (that decreases asrepayments are made) calculated with a compound interest formula, as partially void.

In the case at hand, the technical consultancy requested by the judge showed that theinstalments were calculated with a compound interest formula not expressly stated in theagreement, and that from the application of such formula the effective interest was higherthan the nominal interest. The debtors were not able to realise, therefore, at the time ofexecution of the relevant mortgage loans, the effective high interest to be paid, as the nominalannual interest was that resulting from the agreement while the effective interest could onlybe inferred from time to time on the basis of the amortisation plan. Considering that thecalculation of compound interest is permitted only within the limits of article 1283 of theItalian Civil Code, as described above (i.e. the compounding has to follow the maturation ofinterest and never to precede it, as occurs in such French amortisation), the judge declaredthat the relevant mortgage loans were partially void and recalculated the amortisation planswith reference to the applicable legal rate, so determining an interest rate lower than to thatpaid by the debtors.

Under the terms of the Warranty and Indemnity Agreement, the Originators have undertakento indemnify the Issuer in respect of any losses, costs and expenses that may be incurred bythe Issuer in connection with any challenge in respect of the Claims. See "Description of theWarranty and Indemnity Agreement".

3.7. Claw-Back of the Sale of the Portfolios

The sale of the Portfolios by the Originators to the Issuer may be clawed back by a receiver ofthe Originator under article 67, paragraphs 1(4) and 2 of the Bankruptcy Law but only in theevent that the Originator was insolvent when the assignment was entered into and theassignment was executed within three months of the admission of the relevant Originator tocompulsory liquidation (liquidazione coatta amministrativa) pursuant to Title IV, Heading I,Section III of the Consolidated Banking Act or in cases where paragraph 1(1), 1(2) and 1(3)of article 67 applies, within six months of the admission to compulsory liquidation. Under the

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Warranty and Indemnity Agreement, the Originator has represented and warranted that it wassolvent as of the Initial Execution Date and on the Issue Date.

3.8. The Securitisation Law

As of the date of this Prospectus, only limited interpretation of the application of theSecuritisation Law has been issued by Italian governmental or regulatory authorities;therefore, it is possible that further regulations, relating to the Securitisation Law or theinterpretation thereof, are issued in the future, the impact of which cannot be predicted by theIssuer or any other party to the Transaction Documents, as of the date of this Prospectus.

3.9. Mutui Fondiari

The Mortgage Loans include, inter alia, mortgage loans qualifying as mutui fondiari. Inaddition to the general legislation commonly applicable to mortgage lending, mutui fondiariare regulated by specific legislation (credito fondiario), which grants certain rights to theborrower and the mortgage lender which are not provided for by the general legislation. Forfurther details see section headed "Selected aspects of Italian law - Mutui fondiari".

3.10. Article 120-ter of the Consolidated Banking Act

Article 120-ter of the Consolidated Banking Act provides that any provisions imposing aprepayments penalty in case of early redemption of mortgage loans is null and void withrespect to loan agreements entered into, with an individual as borrower for the purpose ofpurchasing or restructuring real estate properties destined to residential purposes or to carryout the borrower's own professional or business activities. For a description of the main termsof the article 120-ter of the Consolidated Banking Act, see section headed "Selected aspects ofItalian law –Article 120-ter of the Consolidated Banking Act".

The Italian banking association ("ABI") and the main national consumer associations havereached an agreement (the "Prepayment Penalty Agreement") regarding the equitablerenegotiation of prepayment penalties with certain maximum limits calculated on theoutstanding amount of the loans (the "Substitutive Prepayment Penalty") containing thefollowing main provisions: (i) with respect to variable rate loan agreements, the SubstitutivePrepayment Penalty should not exceed 0.50% and should be further reduced to (a) 0.20% incase of early redemption of the loan carried out within the third year from the final maturitydate and (b) zero, in case of early redemption of the loan carried out within two years from thefinal maturity date, (ii) with respect to fixed rate loan agreements entered into before 1January 2001, the Substitutive Prepayment Penalty should not exceed 0.50%, and should befurther reduced to: (a) 0.20%, in case of early redemption of the loan carried out within thethird year from the final maturity date; and (b) zero, in case of early redemption of the loancarried out within two years from the final maturity date, (iii) with respect to fixed rate loanagreements entered into after 31 December 2000, the Substitutive Prepayment Penalty shouldbe equal to: (a) 1.90% if the relevant early redemption is carried out in the first half of loan'sagreed duration; (b) 1.50% if the relevant early redemption is carried out following the firsthalf of loan's agreed duration, provided however that the Substitutive Prepayment Penaltyshould be further reduced to: (x) 0.20%, in case of early redemption of the loan carried outwithin three years from the final maturity date; and (y) zero, in case of early redemption of theloan carried out within two years from the final maturity date.

The Prepayment Penalty Agreement introduces a further protection for borrowers under a"safeguard" equitable clause (the "Clausola di Salvaguardia") in relation to those loanagreements which already provide for a prepayment penalty in an amount which is compliantwith the thresholds described above. In respect of such loans, the Clausola di Salvaguardiaprovides that: (1) if the relevant loan is either: (x) a variable rate loan agreement; or (y) afixed rate loan agreement entered into before 1 January 2001; the amount of the relevantprepayment penalty shall be reduced by 0.20%; (2) if the relevant loan is a fixed rate loanagreement entered into after 31 December 2000, the amount of the relevant prepaymentpenalty shall be reduced by (x) 0.25% if the agreed amount of the prepayment penalty was

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equal or higher than 1.25%; or (y) 0.15%, if the agreed amount of the prepayment penalty waslower than 1.25%.

Finally the Prepayment Penalty Agreement sets out specific solutions with respect to hybridrate loans which are meant to apply to the hybrid rates the provisions, as more appropriate,relating respectively to fixed rate and variable rate loans.

Prospective Noteholders' attention is drawn to the fact that, as a result of the entry into forceof the Prepayment Penalty Agreement, the rate of prepayment in respect of Loans can behigher than the one traditionally experienced by the Originators for loans and that the Issuermay not be able to recover the prepayment fees in the amount originally agreed with theBorrowers.

3.11. Article 120 Quater of the Consolidated Banking Act

Article 120-quater of the Consolidated Banking Act provides that any borrower may at anytime prepay the relevant loan funding such prepayment by a loan granted by another lenderwhich will be subrogated pursuant to article 1202 of the Italian civil code (surrogato pervolontà del debitore) in the rights of the former lender, including the mortgages (without anyformalities for the annotation of the transfer with the land registry, which shall be requestedby enclosing a certified copy of the deed of subrogation (atto di surrogazione) to be made inthe form of a public deed (atto pubblico) or of a deed certified by a notary public with respectto the signature (scrittura privata autenticata) without prejudice to any benefits of a fiscalnature.

In the event that the subrogation is not completed within thirty days from the relevant requestfrom the succeeding lender to the former lender to start the relevant cooperation procedures,the original lender shall pay to the borrower an amount equal to 1% of the amount of the loanfor each month or part thereof of delay, provided that if the delay is due to the succeedinglender, the latter shall repay to the former lender the delay penalty paid by it to the borrower.

As a consequence of the above and, as a result of the subrogation, the rate of prepayment ofthe Loan Agreements might materially increase; such event might therefore have an impact onthe yield to maturity of the Notes.

3.12. Convention between the Ministry of Economy and Finance, the Italian BankingAssociation and Associations of the Representative of the Companies

On the 3rd of August 2009, the Ministry of Economy and Finance, the ABI (AssociazioneBancaria Italiana) and the associations of the representative of the companies signed aconvention about the temporary suspension of small and middle-sized companies debts to thebanking system in order to help companies striked by the financial crisis (the "PMIConvention").

The Convention provides, inter alia, the possibility of a 12 (twelve) months suspension forthe payment of the principal component of the loan's instalments (the "Suspension") and thepostponement of the payment of such instalments at the end of the original amortization planof the relevant loan.

All the small and middle-sized companies which (i) on the 30th of September 2008 weresolvent (in bonis), and (ii) at the moment of the submission of the request, had no financingsclassified as "restructured" (ristrutturato) or as "non-performing" (in sofferenza) and were notsubject to enforcement proceedings, are allowed to request the Suspension. Originally, therequest for Suspension could be submitted within the 30th of June 2010. On 15 June 2010, anagreement between the Ministry of Economy and Finance, the ABI (Associazione BancariaItaliana) and the associations of the representative of the companies has extended the datewithin which the request for the Suspension could be submitted until 31 July 2011.

Only the instalments not yet expired or expired (not paid or paid in part) from not more than180 days before the date of submission of the request for Suspension may be suspended.

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ABI has clarified on one hand that securitised claims have not been expressly excluded fromthe object of the Convention and that assigning banks have to do any reasonable effort tosatisfy the requests for Suspension also in respect of securitized claims.

Furthermore, on 28 February 2012 the ABI and the Ministry of Economy and Finance enteredinto a new convention (the "New PMI Convention") providing for, inter alia: (i) a 12-monthsuspension of payments of instalments in respect of the principal of medium-and long-termloans, which did not benefit from the Suspension. The suspension applies on the conditionthat the instalments (A) are timely paid or (B) in case of late payments, the relevantinstalment has not been outstanding for more than 90 days from the date of request of thesuspension; and (ii) the possibility for small and middle-sized companies that have notalready requested a Suspension to request an extension of the duration of the relevant loansfor a period equal to the residual duration of the relevant loans and in any case for amaximum period of two years for unsecured loans and of three years for mortgage loans.

Prospective investors' attention is drawn to the fact that the potential effects of the suspensionschemes, the impact on the cash flows deriving from the Loans and, consequently, on theamortisation of the Notes, cannot be predicted.

The Originators (other than CR Adamello, BCC Cavola and CR Bolzano) have acceded to theNew PMI Convention.

3.13. Recharacterisation of English Law fixed security interests

There is a possibility that an English court could find that the fixed security interestsexpressed to be created by the Deed of Charge governed by English law could take effect asfloating charges as the description given to them as fixed charges is not determinative.

Where the Issuer is free to deal with the secured assets, or any proceeds received onrealisation of the secured assets, without the consent of the chargee, the court would be likelyto hold that the security interest in question constitutes a floating charge, notwithstanding thatit may be described as a fixed charge.

Whether the fixed security interests will be upheld as fixed security interests rather thanfloating security interests will depend, amongst other things, on whether the Representative ofthe Noteholders (acting as security trustee) has the requisite degree of control over the Issuer'sability to deal in the relevant assets and the proceeds thereof and, if so, whether such control isexercised by the Representative of the Noteholders in practice.

If the fixed security interests are recharacterised as floating security interests, the claims of (i)the unsecured creditors (if any) of the Issuer in respect of that part of the net property of theIssuer which is ring fenced as a result of the Enterprise Act 2002 and (ii) certain statutorilydefined preferential creditors of the Issuer may have priority over the rights of theRepresentative of the Noteholders to the proceeds of enforcement of such security. Inaddition, the expenses of an administration would also rank ahead of the claims of theRepresentative of the Noteholders as floating charge holder.

A receiver appointed by the Representative of the Noteholders would be obliged to paypreferential creditors out of floating charge realisations in priority to payments to the IssuerSecured Creditors. Following the coming into force of the insolvency provisions of theEnterprise Act 2002, the only remaining categories of preferential debts are certain amountspayable in respect of occupational pension schemes, employee remuneration and levies oncoal and steel production.

If the Representative of the Noteholders was prohibited from appointing an administrativereceiver by virtue of the amendments made to the Insolvency Act 1986 by the Enterprise Act2002, or failed to exercise its rights to appoint an administrative receiver within the relevantnotice period and the Issuer were to go into administration, the expenses of the administrationwould also rank ahead of the claims of the Representative of the Noteholders as floatingcharge holder.

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Furthermore, in such circumstances, the administrator would be free to dispose of floatingcharge (and fixed charge) assets without the leave of the court, although the Representative ofthe Noteholders would have the same priority in respect of the property of the companyrepresenting the proceeds of disposal of such floating charge assets, as it would have had inrespect of such floating charge assets.

3.14. Warranty as to the existence of the Claims

Under the Transfer Agreements and the Warranty and Indemnity Agreements, the Originatorshave warranted, inter alia, that the Claims are all existing claims and the Originators haveundertaken, inter alia, to indemnify the Issuer for the breach of any warranties expressedunder such agreements. See "Description of the Warranty and Indemnity Agreements".

3.15. Forward-looking statements

Words such as "intend(s)", "aim(s)", "expect(s)", "will", "may", "believe(s)", "should","anticipate(s)" or similar expressions are intended to identify forward-looking statements andsubjective assessments. Such statements are subject to risks and uncertainties that could causethe actual results to differ materially from those expressed or implied by such forward-lookingstatements. The reader is cautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date of this Prospectus and are based on assumptionsthat may prove to be inaccurate. No-one undertakes any obligation to update or revise anyforward-looking statements contained herein to reflect events or circumstances occurring afterthe date of this Prospectus.

3.16. Regulatory capital framework

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

It should also be noted that the Basel Committee has approved significant changes to theBasel II framework (such changes being commonly referred to as "Basel III"), including newcapital and liquidity requirements intended to reinforce capital standards and to establishminimum liquidity standards for credit institutions. In particular, the changes refer to,amongst other things, new requirements for the capital base, measures to strengthen thecapital requirements for counterparty credit exposures arising from certain transactions andthe introduction of a leverage ratio as well as short-term and longer-term standards forfunding liquidity (referred to as the "Liquidity Coverage Ratio" and the "Net StableFunding Ratio"). Member countries will be required to implement the new capital standardsfrom January 2013, the new Liquidity Coverage Ratio from January 2015 and the Net StableFunding Ratio from January 2018. The European authorities have indicated that they supportthe work of the Basel Committee on the approved changes in general, and the EuropeanCommission's corresponding proposals to implement the changes (through amendments to theCapital Requirements Directive known as "CRD IV") have been presented on 20 July 2011.The changes approved by the Basel Committee may have an impact on incentives to hold theNotes for investors that are subject to requirements that follow the revised framework and, asa result, they may affect the liquidity and/or value of the Notes.

In general, investors should consult their own advisers as to the regulatory capitalrequirements in respect of the Notes and as to the consequences to and effect on them of anychanges to the Basel II framework (including the Basel III changes described above) and therelevant implementing measures. No predictions can be made as to the precise effects of suchmatters on any investor or otherwise.

3.17. Regulatory initiatives may result in increased regulatory capital requirements and/ordecreased liquidity in respect of the notes

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In Europe, the U.S. and elsewhere there is increased political and regulatory scrutiny of theasset-backed securities industry. This has resulted in a raft of measures for increasedregulation which are currently at various stages of implementation and which may have anadverse impact on the regulatory capital charge to certain investors in securitisation exposuresand/or the incentives for certain investors to hold asset-backed securities, and may therebyaffect the liquidity of such securities. Investors in the Notes are responsible for analysing theirown regulatory position and none of the Issuer, the Originators and the Arranger makes anyrepresentation to any prospective investor or purchaser of the Notes regarding the regulatorycapital treatment of their investment on the relevant Issue Date or at any time in the future.

In particular, in Europe, investors should be aware of Article 122a of the CapitalRequirements Directive ("Article 122a") which applies in general to new securitisationsissued on or after 1 January 2011 and, after 31 December 2014, to existing securitisationswhere new underlying exposures are added or substituted after 31 December 2014. Article122a restricts an EU regulated credit institution from investing in asset-backed securitiesunless the originator, sponsor or original lender in respect of the relevant securitisation hasexplicitly disclosed to the EU regulated credit institution that it will retain, on an ongoingbasis, a net economic interest of not less than 5% in respect of certain specified credit risktranches or asset exposures as contemplated by Article 122a. Article 122a also requires an EUregulated credit institution to be able to demonstrate that it has a comprehensive and thoroughunderstanding of the key terms and risks of the transaction and it has undertaken certain duediligence in respect of, amongst other things, its note position and the underlying exposuresand that procedures are established for such activities to be conducted on an on-going basis.Failure to comply with one or more of the requirements set out in Article 122a will result inthe imposition of a penal capital charge on the notes acquired by the relevant investor.

In any case, there remains considerable uncertainty with respect to Article 122a and it is notclear what will be required to demonstrate compliance to national regulators. Investors whoare uncertain as to the requirements that will need to be complied with in order to avoid theadditional regulatory charges for non compliance with Article 122a should seek guidancefrom their regulator. Similar requirements to those set out in Article 122a are expected to beimplemented for other EU regulated investors (such as investment firms, insurance andreinsurance undertakings and certain hedge fund managers) in the future.

Article 122a of the Capital Requirements Directive and any other changes to the regulation orregulatory treatment of the Notes for some or all investors may negatively impact theregulatory position of individual investors and, in addition, have a negative impact on theprice and liquidity of the Notes in the secondary market.

With respect to the fulfillment by the Originators of the requirements of the Article 122aplease refer to Section "Compliance with Article 122a of the CRD".

3.18. Macro-Risks in the European Union

As a result of the credit crisis in the EU, monetary and political conditions and stabilityremain uncertain in the EU, in particular, in a number of the euro-zone members, includingGreece, Italy, Ireland, Portugal and Spain. In particular concerns persist regarding the debtburden of certain Eurozone Countries and their ability to meet future financial obligations, theoverall stability of the Euro and the suitability of the Euro as a single currency given thediverse economic and political circumstances in individual Member States. These and otherconcerns could lead to the re-introduction of individual currencies in one or more MemberStates, or, in more extreme circumstances, the possible dissolution of the Euro entirely. Shouldthe Euro dissolve entirely, the legal and contractual consequences for the Noteholders wouldbe determined by laws in effect at such time. These potential developments, or marketperceptions concerning these and related issues, could adversely affect the value of the Notesor have other unforeseen consequences relevant to the Noteholders

3.19. U.S. Foreign Account Tax Compliance Act withholding

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The U.S. Foreign Account Tax Compliance Act ("FATCA") generally imposes a newreporting regime and potentially a 30.00 per cent withholding tax with respect to certainpayments to certain non-U.S. financial institutions (including entities such as the Issuer) thatdo not enter into and comply with an agreement with the U.S. Internal Revenue Service("IRS") to provide certain information about the holders of its debt or equity. The newwithholding regime will be phased in beginning in 2014.

In particular, this withholding tax may be triggered if (i) the issuer is a foreign financialinstitution ("FFI") (as defined by FATCA), which enters into and complies with an agreementwith the IRS to provide certain information on its account holders (a term which includes theholders of its debt or equity interests that are not regularly traded on an established securitiesmarket) (making the issuer a "participating FFI"), (ii) any payment by the issuer isconsidered to be attribuitable to any U.S. source “withholdable payment” to the issuer, and(iii) (a) an investor does not provide information sufficient for the participating FFI todetermine whether the investor is a U.S. person or should otherwise be treated as holding a“United States account” of such issuer, or (b) any FFI through which payment on the notes orother payments are made is not a participating FFI.

The application of FATCA is not yet clear and therefore is unclear how the FATCA reportingand withholding regime may affect interest, principal or other amounts due under the Notes orany payment to be made by any paying agent or any other Party of the Securitisation. If anamount in respect of U.S. withholding tax were to be deducted or withheld from interest orprincipal on the Notes or other payments from a Party of the Securitisation as a result of aholder’s failure to comply with these rules or as a result of the presence in the payment chainof a non-participating FFI, none of the Issuer, any paying agent or any other person would,pursuant to the Conditions or any other Transaction Documents, be required to pay additionalamounts as a result of the deduction or withholding of such tax.

Holders of notes should consult their own tax advisors about the application of FATCA and onhow the above rules may apply to, or affect, payments to be received under the Notes or anyother payments to be made by the Parties to the Securitisation.

The Issuer believes that the risks described above are the principal risks inherent in thetransaction for holders of the Class A Notes but the inability of the Issuer to pay interestor repay principal on the Class A Notes may occur for other reasons and the Issuer doesnot represent that the above statements of the risks of holding the Class A Notes areexhaustive. While the various structural elements described in this Prospectus areintended to lessen some of these risks for holders of the Class A Notes, there can be noassurance that these measures will be sufficient or effective to ensure payment to theholders of the Class A Notes of any Class of interest or principal on such Notes on atimely basis or at all. Additional risks and uncertainties not presently known to theIssuer or that it currently believes to be immaterial could also have a material impact onits business operations.

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TRANSACTION DIAGRAM

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THE PORTFOLIOS

The Portfolios purchased by the Issuer comprise debt obligations arising out of mortgage loans andunsecured loans which are classified as performing (in bonis) by the relevant Originator. Thepossibility to change the Portfolios is not provided, as assets cannot be substituted.

The Claims comprised in the Portfolios have characteristics that (taken together with the structuralfeatures of the Securitisation and the arrangements entered into or to be entered into in accordancewith the Transaction Documents) demonstrate capacity to produce funds to service any payments dueand payable on the Class A Notes in accordance with the Conditions. However, regard should be hadboth to the characteristics of the Portfolios and the other assets and rights available to the Issuer underthe Securitisation and the risks to which the Issuer and the Noteholders may be exposed. Prospectiveholders of the Notes should consider the detailed information set out elsewhere in this Prospectus,including without limitation under the section "Risk factors", above.

SELECTION CRITERIA OF THE CLAIMS

The Claims included in the Portfolios have been selected on the basis of the following general criteria(the "General Criteria"), as well as on the basis of further specific objective criteria (the "SpecificCriteria"), as at the Extraction Date (or at the specific date indicated with respect to the relevantCriterion) and as set out for each Originator below, in order to ensure that the Claims have the samelegal and financial characteristics.

The General Criteria are as follows:

(i) Loans denominated in Euro;

(ii) Loans regulated by Italian law;

(iii) Loans fully disbursed and in relation to which there is no obligation to disburse any furtheramount (excluding, thus, loans which provide further disbursements based on “SAL” (statoavanzamento lavori));

(iv) Loans whose relevant Borrowers are (i) individuals including sole traders (“ditte individuali”)or legal entities (including entities qualifying as “società di persone”) incorporated underItalian law with their registered office in Italy;

(v) Loans whose relevant Borrower, in compliance with the selection criteria set forth by thecircular letter of the Bank of Italy No. 140 of 11 February 1991 as subsequently amended andsupplemented (Istruzioni relative alla classificazione della clientela per settori e gruppi diattività economica), fall within the SAE activity sectors (settore di attività economica) No.256 ("Holding Finanziarie Private"), No. 268 ("Altre finanziarie"), No. 280 ("Mediatori,agenti e consulenti di assicurazione"), No. 284 ("Altri ausiliari finanziari"), No. 430("Imprese produttive"), No. 431 ("Holding private"), No. 450 ("Associazioni fra imprese nonfinanziarie"), No. 470 ("Aziende municipalizzate, provincializzate e regionalizzate"), No. 472("Imprese a partecipazione regionale o locale"), No. 473 ("Altre unità pubbliche"), No. 480("Quasi-società non finanziarie artigiane – Unità o società con 20 o più addetti"), No. 481(Quasi-società non finanziarie artigiane - Unità o società con più di 5 e meno di 20 addetti),No. 482 (Quasi-società non finanziarie artigiane - Società con meno di 20 addetti), No. 490(Quasi-società non finanziarie altre - Unità o società con 20 o più addetti), No. 491 (Quasi-società non finanziarie altre - Unità o società con più di 5 e meno di 20 addetti), No. 492(Quasi-società non finanziarie altre - Società con meno di 20 addetti), No. 614 (Artigiani),No. 615 (Altre famiglie produttrici);

(vi) Loans in respect of which there is at least one due and paid Instalment;

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(vii) Loans which alternatively provide for (i) a fixed rate; (ii) a floating rate or (iii) a mixedinterest rate (i.e. such fixed rate Loans which provide for the obligation of the Borrower, as ata maturity contractually agreed, to switch the applicable interest rate of such Loan from afixed rate to a floating rate);

(viii) in case of Loans with constant instalments and variable duration (rata costante e duratavariabile), Loans having a maturity not later than 1 July 2046;

(ix) in case of Loans other than those with constant instalments and variable duration, Loanshaving a maturity not later than 1 January 2042;

(x) in case of floating or mixed interest rate Loans, Loans deriving from Loan Agreements (a)which provide for a spread at least equal to 0.50% (zero point fifty per cent); and (b) areexclusively indexed to the euribor;

(xi) in case of fixed rate Loans, Loans deriving from Loan Agreements which provide for a netannual interest rate (tasso di interesse annuo netto T.A.N.) equal to 3% (three point per cent)at least;

(xii) in case of Mortgage Loans secured by a first economic priority mortgage, Loans in respect ofwhich, as at the Extraction Date, the ratio between (A) principal amount outstanding of suchLoan and (B) the value of the relevant Real Estate Asset (as resulting from the appraisal(perizia) carried out before the disbursement of the relevant Loan and communicated to therelevant Borrower) is not, in any case, higher than 100% (one hundred per cent);

(xiii) in case of Mortgage Loans, Loans secured by a Mortgage on Real Estate Asset which are (a)located in the Republic of Italy and (b) entirely built.

(xiv) Loans which (a) as at the Extraction Date, do not have any due and unpaid Installment formore than 60 (sixty) days; and (b) as at the Valuation Date do not have any due and unpaidInstallment for more than 30 (thirty) days;

(xv) Loans deriving from Loan Agreements regulated by Italian law;

excluding:

(a) loans granted in favor of public entities (pubbliche amministrazioni), fondazioni, associazionior religious entities (enti religiosi);

(b) loans granted to (i) persons being employees or directors of the relevant Originator or (ii)subsidiaries (società controllate) of the relevant Originator;

(c) loans granted by a pool of banks or loans which have been granted as a result of a banksyndication;

(d) loans deriving from loan agreements entered into pursuant to any law, rule or regulationproviding for financial subsidies of any kind (so-called "mutui agevolati" or "mutuiconvenzionati"), being loans in relation to which the loan is paid, also in part, directly orindirectly through the funds deriving from a third party with respect to the debtor;

(e) loans disbursed with a supply which is made available by Cassa Depositi e Prestiti S.p.A..

The Specific Criteria are as follows:

1) Banca d’Alba

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 5,652.12(five thousand six hundred and fifty-two/12) and lower or equal to Euro 2,748,616.76(two millions seven hundred forty eight thousand six hundred and sixteen/76);

(ii) Loans disbursed from 23 October 1998 (included) to 25 January 2012 (included);

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(iii) Loans deriving from Loan Agreements which provide for a "French" reimbursementplan, i.e. a progressive reimbursement method according to which each Instalment has afixed amount divided into a quota capital constantly increasing to reimburse the loanand an interest quota.

excluding:

(a) loans secured by Confidi (Consorzi di garanzia collettiva dei fidi);

(b) loans in relation to which as at the 16 February 2012 the Originator and the relevantborrower have in force a moratorium agreement which provide for the suspension ofpayment of the installments (either entirely or only for its principal quota).

2) BCC Alto Vicentino

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 11,305.32(eleven thousand three hundred and five/32) and lower or equal to Euro 712,828.95(seven hundred and twelve thousand eight hundred and twenty-eight/95);

(ii) Loans disbursed from 24 February 2000 (included) to 19 January 2012 (included);

(iii) Loans deriving from Loan Agreements which provide for a "French" reimbursementplan, i.e. a progressive reimbursement method according to which each Installment hasa fixed amount divided into a quota capital constantly increasing to reimburse the loanand an interest quota.

excluding:



3) BCC Caraglio

(i) Loans whose residual principal amount outstanding is higher or equal to Euro15,000.00 (fifteen thousand/00) and lower or equal to Euro 1,144,803.27 (one millionone hundred forty-four thousand eight hundred and three/27)

(ii) Loans disbursed from 12 February 1999 (included) to 28 December 2011 (included);

(iii) Loans deriving from Loan Agreements which alternatively provide for:

A. a "French" reimbursement plan, i.e. a progressive reimbursement methodaccording to which each Installment has a fixed amount divided into a quotacapital constantly increasing to reimburse the loan and an interest quota;

B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capital anda decreasing interest quota (in case the relevant interest rate remains unvaried);or

C. a "rata costante con durata variabile" reimbursement plan, i.e. areimbursement method according to which each Installment has a constantamount, and in relation to which the duration of the relevant Loan Agreementvaries upon variation of the relevant interest rate.

excluding:


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4) BCC Cavola e Sassuolo

(i) Loans whose residual principal amount outstanding is higher or equal to Euro13,024.35 (thirteen thousand and twenty-four/35) and lower or equal to Euro1,285,452.92 (one million two hundred and eighty-five thousand four hundred andfifty-two/92);

(ii) Loans disbursed from 17 December 2003 (included) to 26 October 2011 (included);


excluding:



5) BCC Centromarca

(i) Loans whose residual principal amount outstanding is higher or equal to Euro17,026.85 (seventeen thousand and twenty-six/85) and lower or equal to Euro1,350,000.00 (one million three hundred fifty thousand/00);



excluding:



6) BCC Cherasco

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 7,635.26(seven thousand six hundred and thirty-five/26) and lower or equal to Euro1,439,186.51 (one million four hundred thirty-nine thousand one hundred and eighty-six/51);

(ii) Loans disbursed from 31 March 1998 (included) to 30 January 2012 (included);


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A. a "French" reimbursement plan, i.e. a progressive reimbursement methodaccording to which each Installment has a fixed amount divided into a quotacapital constantly increasing to reimburse the loan and an interest quota; or

B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capital anda decreasing interest quota (in case the relevant interest rate remains unvaried).

excluding:



7) BCC Gatteo

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,813.62 (ten thousand eight hundred and thirteen/62) and lower or equal to Euro1,218,797.66 (one million two hundred eighteen thousand seven hundred and ninety-seven/66);

(ii) Loans disbursed from 18 January 1998 (included) to 31 January 2012 (included);



B. a "balloon" reimbursement plan, i.e. a French reimbursement method which ischaracterized, as at the maturity of the relevant Loan, for the payment of a maxifinal installment.

excluding:



8) BCC Pianfei e Rocca dè Baldi

(i) Loans whose residual principal amount outstanding is higher or equal to Euro14,827.02 (fourteen thousand eight hundred and twenty-seven/02) and lower or equal toEuro 978,964.73 (nine hundred seventy-eight thousand nine hundred and sixty-four/73);

(ii) Loans disbursed from 5 June 2000 (included) to 7 December 2011 (included);



B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capital anda decreasing interest quota (in case the relevant interest rate remains unvaried).

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excluding:



9) BCC Romano e Santa Caterina

(i) Loans whose residual principal amount outstanding is higher or equal to Euro16,464.52 (sixteen thousand four hundred and sixty-four/52) and lower or equal to Euro1,136,779.02 (one million one hundred thirty-six thousand seven hundred and seventy-nine/02);

(ii) Loans disbursed from 6 February 2002 (included) to 20 December 2011 (included);


excluding:

(a) loans in relation to which as at the 24 January 2012 the Originator and the relevantborrower have in force a moratorium agreement which provide for the suspension ofpayment of the installments (either entirely or only for its principal quota).

10) BCC S.Giorgio V.A.

(i) Loans whose residual principal amount outstanding is higher or equal to Euro30,952.59 (thirty thousand nine hundred and fifty-two/59) and lower or equal to Euro1,916,864.15 (one million nine hundred sixteen thousand eight hundred and sixty-four/15);

(ii) Loans disbursed from 13 July 2001 (included) to 2 January 2012 (included);



B. a "balloon" reimbursement plan, i.e. a "French" reimbursement method whichis characterized, as at the maturity of the relevant Loan, for the payment of amaxi final installment.

excluding:

(a) loans in relation to which as at the 6 February 2012 the Originator and the relevantborrower have in force a moratorium agreement which provide for the suspension ofpayment of the installments (either entirely or only for its principal quota).

11) BCC S.Stefano Martellago

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,552.24 (ten thousand five hundred and fifty-two/24) and lower or equal to Euro1,924,075.52 (one million nine hundred twenty-four thousand and seventy-five/52);

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(ii) Loans disbursed from 3 May 2002 (included) to 30 March 2012 (included);



B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capitaland a decreasing interest quota (in case the relevant interest rate remainsunvaried); or

C. a "balloon" reimbursement plan, i.e. a "French" reimbursement method whichis characterized, as at the maturity of the relevant Loan, for the payment of amaxi final installment.

excluding:


12) BCC Sala Cesenatico

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 7,713.10(seven thousand seven hundred and thirteen/10) and lower or equal to Euro 843,114.09(eight hundred forty-three thousand one hundred and fourteen/09);

(ii) Loans disbursed from 22 June 1999 (included) to 29 December 2011 (included);


excluding:



13) BCC San Biagio

(i) Loans whose residual principal amount outstanding is higher or equal to Euro18,050.90 (eighteen thousand and fifty/90) and lower or equal to Euro 1,182,588.97(one million one hundred eighty-two thousand five hundred and eighty-eight/97);

(ii) Loans disbursed from 28 September 2001 (included) to 26 January 2012 (included);


excluding:


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14) Cassa Rurale Aldeno e Cadine

(i) Loans whose residual principal amount outstanding is higher or equal to Euro18,171.39 (eighteen thousand one hundred and seventy-one/39) and lower or equal toEuro 1,054,985.39 (one million fifty-four thousand nine hundred and eighty-five/39);

(ii) Loans disbursed from 23 January 2001 (included) to 1 December 2011 (included);



B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capitaland a decreasing interest quota (in case the relevant interest rate remainsunvaried).

excluding:


15) CR Adamello Brenta

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 7,566.57(seven thousand five hundred and sixty-six/57) and lower or equal to Euro1,553,927.29 (one million five hundred fifty-three thousand nine hundred and twenty-seven/29);

(ii) Loans disbursed from 3 August 1999 (included) to 23 December 2011 (included);





excluding:


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16) CR Alta Valdisole

(i) Loans whose residual principal amount outstanding is higher or equal to Euro12,867.14 (twelve thousand eight hundred and sixty-seven/14) and lower or equal toEuro 994,404.58 (nine hundred ninety-four thousand four hundred and four/58);

(ii) Loans disbursed from 31 March 2001 (included) to 22 December 2011 (included);


excluding:



17) CR Alto Garda

(i) Loans whose residual principal amount outstanding is higher or equal to Euro125,253.44 (one hundred twenty-five thousand two hundred and fifty-three/44) andlower or equal to Euro 1,930,119.51 (one million nine hundred thirty thousand onehundred and nineteen/51);

(ii) Loans disbursed from 20 May 1999 (included) to 30 December 2011 (included);





excluding:



18) CR Vallagarina

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,707.74 (ten thousand seven hundred and seven/74) and lower or equal to Euro1,300,000.00 (one million three hundred thousand/00);

(ii) Loans disbursed from 4 May 1999 (included) to 25 January 2012 (included);

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excluding:



19) CR Fassa Agordino

(i) Loans whose residual principal amount outstanding is higher or equal to Euro13,928.45 (thirteen thousand nine hundred and twenty-eight/45) and lower or equal toEuro 1,250,000.00 (one million two hundred fifty thousand/00);

(ii) Loans disbursed from 13 October 2000 (included) to 28 December 2011 (included);


excluding:



20) CR Giudicarie

(i) Loans whose residual principal amount outstanding is higher or equal to Euro14,466.84 (fourteen thousand four hundred and sixty-six/84) and lower or equal to Euro1,373,842.18 (one million three hundred seventy-three thousand eight hundred andforty-two/18);




B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capital

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and a decreasing interest quota (in case the relevant interest rate remainsunvaried); or


excluding:



21) CR Lavis Valle di Cembra

(i) Loans whose residual principal amount outstanding is higher or equal to Euro45,517.25 (forty-five thousand five hundred and seventeen/25) and lower or equal toEuro 1,468,573.07 (one million four hundred sixty-eight thousand five hundred andseventy-three/07);

(ii) Loans disbursed from 10 March 1999 (included) to 30 December 2011 (included);





excluding:



22) CR Pergine

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 7,561.17(seven thousand five hundred and sixty-one/17) and lower or equal to Euro1,063,661.33 (one million sixty-three thousand six hundred and sixty-one/33);

(ii) Loans disbursed from 4 May 1998 (included) to 31 January 2012 (included);



/ / 109



excluding:



23) CR Rovereto

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,908.40 (ten thousand nine hundred and eight/40) and lower or equal to Euro951,599.56 (nine hundred fifty-one thousand five hundred and ninety-nine/56);

(ii) Loans disbursed from 26 October 1999 (included) to 29 December 2011 (included);





excluding:



24) CR Trento

(i) Loans whose residual principal amount outstanding is higher or equal to Euro12,587.23 (twelve thousand five hundred and eighty-seven/23) and lower or equal toEuro 1,102,966.23 (one million one hundred two thousand nine hundred and sixty-six/23);

(ii) Loans disbursed from 12 April 1999 (included) to 28 December 2011 (included);


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excluding:


25) CR Tuenno Val di Non

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,530.53 (ten thousand five hundred and thirty/53) and lower or equal to Euro973,112.10 (nine hundred seventy-three thousand one hundred and twelve/10);

(ii) Loans disbursed from 31 May 2000 (included) to 28 February 2012 (included);



B. a "balloon" reimbursement plan, i.e. a "French" reimbursement method whichis characterized, as at the maturity of the relevant Loan, for the payment of amaxi final installment.

excluding:

(a) loans in relation to which as at the 6 March 2012 the Originator and the relevantborrower have in force a moratorium agreement which provide for the suspension ofpayment of the installments (either entirely or only for its principal quota).

26) CR Valle dei Laghi

(i) Loans whose residual principal amount outstanding is higher or equal to Euro 7,703.06(seven thousand seven hundred and three/06) and lower or equal to Euro 1,052,735.69(one million fifty-two thousand seven hundred and thirty-five/69);




B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capital

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and a decreasing interest quota (in case the relevant interest rate remainsunvaried).

excluding:



27) Mediocredito TAA

(i) Loans whose residual principal amount outstanding is higher or equal to Euro16,237.87 (sixteen thousand two hundred and thirty-seven/87) and lower or equal toEuro 2,376,948.23 (two million three hundred seventy-six thousand nine hundred andforty-eight/23);




B. an "Italian" reimbursement plan, i.e. a reimbursement method according towhich each Installment has a decreasing amount with a fixed quota capitaland a decreasing interest quota (in case the relevant interest rate remainsunvaried).

excluding:


28) Raiffeisen Bolzano

(i) Loans whose residual principal amount outstanding is higher or equal to Euro10,430.17 (ten thousand four hundred and thirty/17) and lower or equal to Euro954,111.73 (nine hundred fifty-four thousand one hundred and eleven/73);

(ii) Loans disbursed from 6 February 1998 (included) to 13 January 2012 (included);

(iii) Loans deriving from Loan Agreements which provide for a "French" reimbursementplan, i.e. a progressive reimbursement method according to which each Installment hasa fixed amount divided into a quota capital constantly increasing to reimburse the loanand an interest quota;

excluding:


loans in relation to which as at the 7 February 2012 the Originator and the relevant borrower have inforce a moratorium agreement which provide for the suspension of payment of the installments (eitherentirely or only for its principal quota).

The following tables describe the characteristics of the Portfolios as an aggregate of the singlePortfolio compiled from information provided by the Originators in connection with the acquisition ofthe Claims by the Issuer on 7 August 2012. The information in the following tables reflects the

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position as at the Valuation Date. The characteristics of the Portfolios as at the Issue Date may varyfrom those set out in the tables as a result, inter alia, of repayment or repurchase of Loans prior to theIssue Date (in relation to the real property backing the Claims, there has been no revaluation of suchproperties for the purpose of the issue of the Notes and the valuation quoted are as at the date of theoriginal initial loan origination).

Unless stated otherwise, in the following range breakdown tables the lower boundary is intendedincluded, the upper boundary is intended excluded.

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Summary of the portfolio

Total Portfolio Key Statistics

Statistic Unit of Measurement Value

Number of Loans # 12,831Number of Borrowers # 10,958Total Current Balance € 2,189,665,748Total Original Balance € 3,156,128,764Minimum Current Balance € 2,963Average Current Balance € 170,654Maximum Current Balance € 2,748,617Minimum Original Balance € 11,000Average Original Balance € 245,977Maximum Original Balance € 4,600,000WA CLTV* % 49.32%WA OLTV* % 62.69%WA Seasoning years 3.49WA Residual Term years 10.69WA Maturity years 14.18WA Spread (only for floating) % 1.67%WA Interest Rate (only for fixed) % 5.25%Top 1/10/20 Borrowers Group % 0.13 / 1.19 / 2.24

*Only for first lien secured loan

Originator Current Balance Current Balance % Number of Loans Number of Loans %

Banca d’Alba 394,305,183 18.01% 2,243 17.48%BCC Cherasco 175,973,933 8.04% 1,159 9.03%Mediocredito TAA 150,274,262 6.86% 349 2.72%BCC S. Giorgio V. A. 108,351,769 4.95% 651 5.07%CR Alto Garda 94,458,893 4.31% 208 1.62%BCC Caraglio 94,169,589 4.30% 587 4.57%CR Trento 83,357,840 3.81% 595 4.64%BCC Cavola e Sassuolo 69,339,569 3.17% 392 3.06%CR Giudicarie 69,288,805 3.16% 390 3.04%CR Vallagarina 63,847,671 2.92% 430 3.35%BCC S. Stefano Martellago 62,448,239 2.85% 667 5.20%CR Lavis Valle di Cembra 61,812,057 2.82% 283 2.21%Raiffeisen Bolzano 58,575,681 2.68% 338 2.63%BCC Gatteo 56,210,377 2.57% 302 2.35%CR Fassa Agordino 54,275,169 2.48% 282 2.20%BCC Centromarca 53,184,142 2.43% 325 2.53%CR Adamello Brenta 53,048,527 2.42% 283 2.21%BCC Pianfei e Rocca dè Baldi 52,788,051 2.41% 341 2.66%CR Pergine 50,545,922 2.31% 351 2.74%Cassa Rurale Aldeco e Cadine 50,311,928 2.30% 338 2.63%CR Rovereto 49,116,061 2.24% 319 2.49%BCC San Biagio 46,807,232 2.14% 193 1.50%BCC Romano e S. Caterina 41,462,507 1.89% 387 3.02%BCC Sala Cesenatico 41,219,676 1.88% 310 2.42%Bcc Alto Vicentino 40,091,303 1.83% 241 1.88%CR Tuenno Val di Non 39,634,419 1.81% 296 2.31%CR Alta Valdisole 38,956,728 1.78% 284 2.21%CR Valle dei Laghi 35,810,214 1.64% 287 2.24%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

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Current Loan Balance Current Balance Current Balance % Number of Loans Number of Loans %

0-50,000 126,188,627 5.76% 4,416 34.42%50,000-100,000 197,987,940 9.04% 2,718 21.18%100,000-150,000 181,969,370 8.31% 1,473 11.48%150,000-200,000 165,692,500 7.57% 950 7.40%200,000-250,000 149,340,449 6.82% 667 5.20%250,000-300,000 147,097,075 6.72% 538 4.19%300,000-400,000 231,089,214 10.55% 670 5.22%400,000-500,000 191,231,780 8.73% 429 3.34%500,000-1,000,000 528,610,266 24.14% 772 6.02%1,000,000-1,500,000 174,300,332 7.96% 146 1.14%1,500,000-2,000,000* 72,973,701 3.33% 42 0.33%>2,000,000 23,184,494 1.06% 10 0.08%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

*Referred to this item the upper boundary is intended included

Original Loan Balance Current Balance Current Balance % Number of Loans Number of Loans %

0-50,000 48,923,345 2.23% 2,123 16.55%50,000-100,000 122,679,825 5.60% 2,693 20.99%100,000-150,000 152,460,848 6.96% 1,953 15.22%150,000-200,000 134,184,080 6.13% 1,190 9.27%200,000-250,000 133,596,293 6.10% 906 7.06%250,000-300,000 116,298,244 5.31% 630 4.91%300,000-400,000 229,566,093 10.48% 983 7.66%400,000-500,000 165,593,916 7.56% 530 4.13%500,000-1,000,000 560,370,944 25.59% 1,241 9.67%1,000,000-1,500,000 305,389,474 13.95% 395 3.08%1,500,000-2,000,000 121,260,933 5.54% 116 0.90%2,000,000-2,500,000 53,565,161 2.45% 42 0.33%2,500,000-3,000,000* 26,134,510 1.19% 17 0.13%>3,000,000 19,642,080 0.90% 12 0.09%

Grand Total 2,189,665,748 100.00% 12,831 100.00%


Origination Date (Year) Current Balance Current Balance % Number of Loans Number of Loans %

1998 1,568,848 0.07% 15 0.12%1999 6,416,086 0.29% 56 0.44%2000 9,270,353 0.42% 70 0.55%2001 17,647,960 0.81% 112 0.87%2002 29,475,205 1.35% 167 1.30%2003 49,040,371 2.24% 247 1.93%2004 72,868,121 3.33% 345 2.69%2005 86,537,054 3.95% 446 3.48%2006 141,907,625 6.48% 659 5.14%2007 207,944,797 9.50% 960 7.48%2008 298,254,052 13.62% 1,498 11.67%2009 409,242,488 18.69% 2,313 18.03%2010 476,204,558 21.75% 2,891 22.53%2011 373,758,393 17.07% 2,947 22.97%2012 9,529,837 0.44% 105 0.82%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Maturity Date Current Balance Current Balance % Number of Loans Number of Loans %

2012-2014 149,345,220 6.82% 2,314 18.03%2015-2017 353,258,791 16.13% 3,902 30.41%2018-2020 376,885,296 17.21% 2,038 15.88%2021-2023 382,520,417 17.47% 1,534 11.96%2024-2026 395,917,411 18.08% 1,348 10.51%2027-2029 247,791,552 11.32% 769 5.99%2030-2032 170,408,756 7.78% 565 4.40%2033-2035 69,449,744 3.17% 199 1.55%2036-2038 30,432,232 1.39% 102 0.79%2039-2041 13,656,328 0.62% 60 0.47%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

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Borrower region Current Balance Current Balance % Number of Loans Number of Loans%

Trentino Alto Adige 725,934,242 33.15% 4,063 31.67%Piemonte 601,887,960 27.49% 3,607 28.11%Veneto 477,850,585 21.82% 3,030 23.61%Emilia Romagna 186,939,931 8.54% 1,044 8.14%Liguria 103,842,893 4.74% 678 5.28%Lombardia 71,283,401 3.26% 322 2.51%Friuli Venezia Giulia 12,305,183 0.56% 51 0.40%Lazio 2,258,727 0.10% 5 0.04%Marche 1,881,127 0.09% 7 0.05%Valle d'Aosta 1,666,693 0.08% 5 0.04%Sardegna 1,223,360 0.06% 6 0.05%Toscana 917,473 0.04% 2 0.02%Campania 642,378 0.03% 2 0.02%Puglia 576,818 0.03% 4 0.03%Lazio 293,272 0.01% 1 0.01%Umbria 108,819 0.00% 2 0.02%Sicilia 31,525 0.00% 1 0.01%Basilicata 21,362 0.00% 1 0.01%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Interest Rate Type Interest Reference Rate Current Balance Current Balance % Number of Loans Number of Loans %

Floating no cap Euribor 6 m. 1,194,607,448 54.56% 6,617 51.57%

Euribor 3 m. 855,122,410 39.05% 4,904 38.22%

Euribor 1 m. 32,380,223 1.48% 191 1.49%

Fixed 89,878,355 4.10% 1,004 7.82%

Fix-floating Euribor 3m 3,943,619 0.18% 27 0.21%

Euribor 6m 476,885 0.02% 11 0.09%

Floating with capEuribor 6 m. 7,964,798 0.36% 43 0.34%

Euribor 3 m. 5,292,009 0.24% 34 0.26%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Spread (bps, only for floating) Current Balance Current Balance % Number of Loans Number of Loans%

50-70 15,295,622 0.73% 59 0.50%70-90 110,491,367 5.27% 379 3.21%90-110 307,016,851 14.65% 1,290 10.94%110-130 317,845,944 15.17% 1,458 12.37%130-150 152,692,735 7.29% 706 5.99%150-200 599,746,855 28.62% 2,966 25.16%200-250 279,061,126 13.32% 1,744 14.79%250-300 166,151,812 7.93% 1,236 10.48%300-350 73,787,925 3.52% 775 6.57%350-400 30,956,402 1.48% 422 3.58%400-450* 29,400,692 1.40% 484 4.11%>450 12,919,557 0.62% 270 2.29%

Grand Total 2,095,366,888 100.00% 11,789 100.00%


IR (only for fixed) Current Balance Current Balance % Number of Loans Number of Loans%

3.0%-3.5% 1,905,464 2.12% 5 0.50%3.5%-4.0% 3,420,472 3.81% 24 2.39%4.0%-4.5% 9,460,131 10.53% 72 7.17%4.5%-5.0% 20,647,233 22.97% 284 28.29%5.0%-5.5% 19,289,670 21.46% 148 14.74%5.5%-6.0% 20,422,829 22.72% 169 16.83%6.0%-6.5% 7,387,795 8.22% 87 8.67%6.5%-7.0% 4,009,297 4.46% 83 8.27%7.0%-7.5% 1,367,139 1.52% 52 5.18%7.5%-8.0%* 1,657,020 1.84% 64 6.37%>8.0% 311,305 0.35% 16 1.59%

Grand Total 89,878,355 100.00% 1,004 100.00%


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Repayment Frequency Current Balance Current Balance % Number of Loans Number of Loans%

Monthly 1,584,567,313 72.37% 10,534 82.10%Half-Yearly 421,585,203 19.25% 1,572 12.25%Quarterly 163,620,418 7.47% 653 5.09%Yearly 14,480,463 0.66% 44 0.34%Every 2 Months 3,254,931 0.15% 16 0.12%Every 4 Months 2,157,419 0.10% 12 0.09%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Seasoning in years Current Balance Current Balance % Number of Loans Number of Loans%

0-1 234,396,940 10.70% 1,843 14.36%1-2 464,056,340 21.19% 3,045 23.73%2-3 428,249,517 19.56% 2,568 20.01%3-4 350,830,686 16.02% 1,786 13.92%4-5 229,385,002 10.48% 1,146 8.93%5-6 168,641,283 7.70% 773 6.02%6-7 97,357,669 4.45% 503 3.92%7-8 85,837,330 3.92% 402 3.13%8-9 51,873,725 2.37% 265 2.07%9-10 36,006,805 1.64% 202 1.57%10-11* 21,343,513 0.97% 124 0.97%>11 21,686,936 0.99% 174 1.36%

Grand Total 2,189,665,748 100.00% 12,831 100.00%


Residual Term in years Current Balance Current Balance % Number of Loans Number of Loans%

0-5 435,582,192 19.89% 5,747 44.79%5-10 652,651,030 29.81% 3,448 26.87%10-15 595,536,601 27.20% 2,033 15.84%15-20 382,226,384 17.46% 1,206 9.40%20-25 96,849,216 4.42% 296 2.31%25-30 26,820,325 1.22% 101 0.79%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Amortisation Method Current Balance Current Balance % Number of Loans Number of Loans%

French 2,148,767,842 98.13% 12,701 98.99%Italian 29,081,806 1.33% 74 0.58%Fixed Installments Floating Maturity 11,816,100 0.54% 56 0.44%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

Loan type Current Balance Current Balance % Number of Loans Number of Loans%

Secured first lien 1,151,698,383 52.60% 4,336 33.79%Unsecured 622,730,107 28.44% 7,006 54.60%Secured - 2+ lien 415,237,258 18.96% 1,489 11.60%

Grand Total 2,189,665,748 100.00% 12,831 100.00%

CLTV* Current Balance Current Balance % Number of Loans Number of Loans%

0%-10% 28,247,158 2.45% 216 4.98%10%-20% 82,910,143 7.20% 433 9.99%20%-30% 140,422,779 12.19% 573 13.21%30%-40% 157,453,376 13.67% 594 13.70%40%-50% 170,516,640 14.81% 636 14.67%50%-60% 189,053,857 16.42% 654 15.08%60%-70% 162,109,307 14.08% 554 12.78%70%-80% 143,582,419 12.47% 452 10.42%80%-90% 51,618,929 4.48% 153 3.53%90%-100% 25,783,774 2.24% 71 1.64%

Grand Total 1,151,698,383 100.00% 4,336 100.00%

*Only for first lien secured loans

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OLTV* Current Balance Current Balance % Number of Loans Number of Loans%

0%-10% 6,718,234 0.58% 36 0.83%10%-20% 37,782,617 3.28% 179 4.13%20%-30% 80,533,693 6.99% 298 6.87%30%-40% 98,961,581 8.59% 390 8.99%40%-50% 143,546,475 12.46% 541 12.48%50%-60% 146,481,175 12.72% 587 13.54%60%-70% 163,980,077 14.24% 594 13.70%70%-80% 237,368,138 20.61% 873 20.13%80%-90% 105,614,666 9.17% 371 8.56%90%-100%** 78,265,565 6.80% 260 6.00%>100% 52,446,160 4.55% 207 4.77%

Grand Total 1,151,698,383 100.00% 4,336 100.00%

*Only for first lien secured loans**Referred to this item the upper boundary is intended included

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THE ISSUER

1. INTRODUCTION

BCC SME Finance 1 S.r.l. (the "Issuer") is a limited liability company with sole quotaholder(società a responsabilità limitata con socio unico), incorporated in the Republic of Italy underarticle 3 of Law 130, on 10 June 2009 under the name of Chelsea Finance S.r.l. On 5 January2012, a quotaholders' meeting passed a resolution to change the name of the Issuer from ChelseaFinance S.r.l. in BCC SME Finance 1 S.r.l.. The Issuer is enrolled in the register of the specialpurpose vehicles held by the Bank of Italy pursuant to the Bank of Italy’s regulation dated 29April 2011 with No. 35037.1 and is registered with the Companies' Register of Rome undernumber 06646750965. Since the date of its incorporation, the Issuer has not engaged in anybusiness not related with the purchase of the Portfolios, no dividends have been declared or paid.

Previous securitisation

Since the date of its incorporation, the Issuer has neither engaged in any previous securitisationtransactions nor in any business other than the purchase of the Claims, the entering into of theTransaction Documents and the activities ancillary thereto and has not declared or paid anydividends or incurred any indebtedness, other than the Issuer's costs and expenses ofincorporation or otherwise pursuant to the Transaction Documents.

Shareholding

The Issuer has no employees. The authorised and issued capital of the Issuer is Euro 10,000.00fully paid up as of the date of this Offering Circular. The quotaholder of the Issuer is StichtingElegance which holds a quota equal to the entire quota capital (Euro 10,000.00) of the Issuer (the"Quotaholder").The duration of the Issuer is until December 2070. Pursuant to a quotaholder'sagreement dated the Signing Date between the Issuer, the Representative of the Noteholders andthe Quotaholder (the "Quotaholder's Agreement"), the Quotaholder has agreed certainprovisions in relation to the management of the Issuer. The Quotaholder's Agreement alsoprovides that the Quotaholder will not approve the payment of any dividends or any repaymentor return of capital by the Issuer prior to the date on which all amounts of principal and intereston the Notes have been paid in full. The Quotaholder's Agreement is governed by Italian law.

Italian company law combined with the holding structure of the Issuer, the covenants made bythe Issuer and the Quotaholder in the Quotaholder's Agreement and the role of the Representativeof the Noteholders are together intended to prevent any abuse of control of the Issuer. To the bestof its knowledge, the Issuer is not aware of direct or indirect ownership or control apart from theQuotaholder.

Special purpose vehicle

The Issuer has been established as a special purpose vehicle for the purposes of issuing asset-backed securities. The Issuer may carry out other securitisation transactions in addition to the onecontemplated in this Prospectus, subject to certain conditions.

Accounts of the Issuer

The fiscal year of the Issuer begins on 1 January of each calendar year and ends on 31 Decemberof the same calendar year with the exception of the first fiscal year which started on 10 June2009 and ended on 31 December 2009.

2. PRINCIPAL ACTIVITIES

The scope of the Issuer, as set out in article 2 of its by-laws (Statuto), is exclusively to purchasemonetary claims in the context of securitisation transactions and to fund such purchase by issuingasset backed securities or by other forms of limited recourse financing, all pursuant to article 3 ofLaw 130. The issuance of the Notes was approved by means of a Quotaholder's meeting on 31May 2012. So long as any of the Notes remains outstanding, the Issuer shall not, without the

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consent of the Representative of the Noteholders and as provided for in the relevant Conditions,incur any other indebtedness for borrowed moneys or engage in any business (other thanacquiring and holding the Portfolios, issuing the Notes and entering into the TransactionDocuments to which it is a party), pay any dividends, repay or otherwise return any equitycapital, have any subsidiaries, employees or premises, consolidate or merge with any person orconvey or transfer its property or assets to any person (otherwise than as contemplated in theConditions) or increase its capital. The Issuer will covenant to observe, inter alia, thoserestrictions which are detailed in the Conditions.

3. DIRECTORS, AUDITORS AND REGISTERED OFFICE

The sole director of the Issuer is Dalla Zuanna Umberto. The Issuer's registered office is at LargoChigi, 5 – 00187 Roma, Italy (telephone number: +39 06 6977571; fax number: +39 0669775720).

The Issuer confirms that the sole director Mr. Dalla Zuanna Umberto has appropriate expertiseand experience for the management of its business.

The domicile of Mr. Dalla Zuanna Umberto, in his capacity as sole director of the Issuer, is atTrento, Via Segantini, 5 – 38122, telephone No. +39 0461 313 217.

4. CAPITALISATION AND INDEBTEDNESS STATEMENT

The capitalisation of the Issuer as at the date of this Prospectus, adjusted for the issue of theNotes now being issued on the Issue Date, is as follows:

Capital

Issued and fully paid up Euro 10,000.00

In connection with the issue by the Issuer of the Notes referred to in this Prospectus, thetransaction would be reported as an off-balance sheet transaction in the Explanatory Notes to thefinancial statements of the Issuer at the date the transaction is completed, as follows:

5. OFF-BALANCE SHEET ASSETS AND LIABILITIES

Class A Asset Backed Floating Rate Notes due May 2060, Euro 1,533,000,000.

Class B Asset Backed Floating Rate Notes due May 2060, Euro 656,680,000.

The Class B Notes will be issued by the Issuer on the Issue Date in the following series (each, a"Series");

Class B1 Asset Backed Floating Rate Notes due May 2060, Euro 19,148,000.













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TOTAL OFF-BALANCE SHEET INDEBTEDNESS Euro 2,189,680,000

Following the issue of the Notes and save for the foregoing, the Issuer shall have no borrowingsor indebtedness in the nature of borrowings (including loan capital issued or created butunissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges orguarantees or other contingent liabilities.

6. UPFRONT COSTS

As for the other fees and costs related to the Securitisation, the fees to be paid to the StichtingCorporate Services Provider pursuant to article 7 of the Stichting Corporate Services Agreementwill be paid through and will be limited recourse to the funds available to the Issuer in thecontext of the Securitisation, the Issuer Available Funds or the Single Portfolio Available Funds,as the case may be.

7. FINANCIAL STATEMENTS AND REPORT OF THE INDEPENDENT AUDITORS

The statutory financial statements as of 2010 and as of 2011 have been prepared on behalf ofBCC SME Finance 1 S.r.l. and are set out in this Prospectus.

The Issuer’s auditor is Reconta Ernst & Young S.p.A., registered in the Register of AccountancyAuditors (Registro dei Revisori Contabili), whose offices are at Via Po, 32, 00198 Rome, Italy.The Issuer’s accounting reference date is 31 December in each year. The next statutory financialstatements will be prepared as at 31 December 2012.

The preparation of the Issuer's financial statements in compliance with the Italian regulationsgoverning financial statements is the responsibility of BCC SME Finance 1 S.r.l.’s sole director.The independent auditors' responsibility is to express an opinion on these financial statementsbased on their audits. The financial statements have been prepared for the purpose of theirinclusion in this Offering Circular prepared by BCC SME Finance 1 S.r.l. for the issue of certainfloating rate notes due May 2060. The independent auditors' report is not issued pursuant to theprovisions of the Italian law, as BCC SME Finance 1 S.r.l. for the years ended 31 December 2010and 2011 was not required to the statutory audit, pursuant to art. 2477 of the Italian Civil Code.

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Reconta Ernst & Young S.p.A. has provided the auditor’s reports under this section and, togetherwith the Issuer, accepts responsibility for the information contained in such auditor’s reports. Tothe best of the knowledge of the Reconta Ernst & Young S.p.A. (which has taken all reasonablecare to ensure that such is the case), such information is in accordance with the facts and does notomit anything likely to affect the import of such information. Save as for aforesaid, RecontaErnst & Young S.p.A. has not, however, been involved in the preparation of, and does not acceptresponsibility for, this Prospectus or any part hereof.

The auditor’s reports have been included in this Prospectus, in the form and context below, withthe consent of Reconta Ernst & Young S.p.A..

The information contained in the auditor’s reports below has been obtained from Reconta Ernst& Young S.p.A.. This information has been accurately reproduced and, as far as the Issuer isaware and is able to ascertain from the information published by Reconta Ernst & Young S.p.A.,no facts have been omitted which would render the reproduced information inaccurate ormisleading.

Please see below the financial statements and the auditor's report.

8. FINANCIAL STATEMENTS FOR BCC SME FINANCE 1 S.R.L

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CHELSEA FINANCE S.R.L.Registered office: Via Pontaccio 10, Milano

Tax ID and VAT no. 06646750965Milan Company Register no. 1905709Share capital: €10,000, fully paid-in

A single-shareholder corporation

Condensed financial statementsat 31 December 2010

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31.12.2010 31.12.2009

BALANCE SHEET - ASSETS

B) NON-CURRENT ASSETS

I Intangible assets - -

II Property and equipment - -

III Non-current financial assets - -

TOTAL NON-CURRENT ASSETS - -

C) CURRENT ASSETS

I Inventories - -

II Loans and receivables

Other loans and receivables

a due by the end of the next financial year 10,000 10,000

III Current financial assets - -

IV Cash and cash equivalents

TOTAL CURRENT ASSETS 10,000 10,000

TOTAL ASSETS 10,000 10,000

BALANCE SHEET – SHAREHOLDERS’ EQUITY ANDLIABILITIES

A) SHAREHOLDERS’ EQUITY

I Share capital 10,000 10,000

IV Legal reserve - -

VII Other reserves - -

VIII Retained earnings/losses carried forward - -

IX Profit (loss) for the period - -

TOTAL SHAREHOLDERS’ EQUITY 10,000 10,000

B) PROVISIONS FOR RISKS AND CHARGES - -

C) POST-EMPLOYMENT BENEFITS - -

D) PAYABLES - -

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 10,000 10,000

31.12.2010 31.12.2009

INCOME STATEMENT

A) VALUE OF PRODUCTION

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1 Revenues from sales and services - -

5 Other revenues and income - -

TOTAL VALUE OF PRODUCTION - -

B) PRODUCTION COSTS

6 Raw materials, consumables and goods - -

7 Services - -

8 Leases and rentals - -

9 Personnel expenses: - -

a salaries and wages

b social security contributions

c employee termination benefits

e other

10 Depreciation, amortization and impairment:

a amortization

b depreciation

14 Other operating expenses - -

TOTAL PRODUCTION COSTS - -

DIFFERENCE BETWEEN VALUE OF PRODUCTION - -

AND PRODUCTION COSTS (A) - (B)

C) FINANCIAL INCOME (EXPENSE)

16 Other financial income:

17 Interest and other financial expense:

17/bis Foreign exchange gains/losses - -

TOTAL FINANCIAL INCOME (EXPENSE) - -

E) EXTRAORDINARY INCOME AND EXPENSE

20 Income - -

21 Expense - -

TOTAL EXTRAORDINARY INCOME AND EXPENSE - -

PROFIT (LOSS) BEFORE TAX - -

22 Income tax expense for the year

NET PROFIT (LOSS) FOR THE YEAR - -

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EXPLANATORY NOTES

IN CONDENSED FORM PURSUANT TO ART. 2435 BIS, PAR. 1 OF THE ITALIAN CIVILCODE

Introduction

Dear Shareholders,

The financial statements for the year ended 31 December 2010, of which these explanatory notesconstitute an integral part pursuant to Article 2423, paragraph 1 of the Italian Civil Code, correspondto the accounting records and were prepared in accordance with Articles 2423, 2423-bis, 2423-ter,2424, 2424-bis, 2425, 2425-bis and 2426 of the Civil Code.

These financial statements are presented in condensed form as permitted pursuant to Article 2435-bis,paragraph 1, of the Civil Code and therefore are not accompanied by a report on operations.

The company was formed on 10 June 2009 pursuant to Law 130 of 30 April 1999 governingsecuritization transactions in Italy. However, as yet, the company has not sought registration on thelist of financial companies of which Art. 106, paragraph 1 of Italian Legislative Decree no. 385 of 1st

September 1993 (Consolidated Law on Banking and Credit) as it has not engaged in any securitizationtransaction to date.

As to the sole asset item presented on the balance sheet, the receivable is reported at its estimatedrealizable value.

ASSETS

Other loans and receivables due by the end of the next financial year

The amount refers to a receivable in respect of Wilmington Trust SP Services (London) Limited, thecompany providing corporate services, which deposited the full amount of the share capital into atime deposit account (account no. 100705887 held at Unicredit Banca, Milano Freguglia branch)until the company opens an ordinary current account in its own name.

LIABILITIES

Shareholders’ equity

Changes in shareholders’ equity are shown in the following table:

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Share capital at 31 December 2010 amounted to €10,000, fully subscribed and paid in by the soleshareholder, Stichting Elegance.

OTHER INFORMATION

Pursuant to and for the purposes of Art. 2427 of the Civil Code, we report the following information:

1) Point 5 – the company does not hold equity investments, either directly or through anintermediary or fiduciary company, in subsidiaries and associated companies.

2) Point 6 – the balance sheet does not report any receivables or payables falling due beyond fiveyears and no corporate assets have been used as collateral for any amounts due.

3) Point 6-bis – No foreign currency transactions were carried out.

4) Point 8 – the company did not charge any financial expense against the amounts reported as assetsin the balance sheet.

5) Point 11 – the company does not hold any equity investments and therefore it did not receive, nordid it report (under item 15 of Art. 2425 of the Civil Code), any income from investments otherthan dividends.

6) Point 18 – the company has not issued nor could it have issued, given its nature and applicablelegislation, participation shares, convertible bonds and securities.

7) Point 19 - the company did not sign any contracts in respect of financing a specific deal.

8) Point 22 – the company carried out no finance lease transactions.

9) Point 22-bis and -ter - the company has not entered into any transactions with related parties norhas it signed any agreements that could affect its performance or financial position.

Balance at

1.01.2010

Allocation of

previous year’s

profit

Changes for the year

Profit

for

2010

Shareholders’

equity

as at

31.12.2010

Res

erve

s

Div

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tran

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Equity transactions

Issu

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ares

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ares

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iden

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ange

s

Share capital

Reserves

A) earnings

b) other

Net profit (loss) for the year

10,000 10,000

Shareholders’ equity 10,000 10,000

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Furthermore, pursuant to the combined provisions of Art. 2435-bis, paragraph 4 and Art. 2428,paragraphs 3 and 4 of the Civil Code, the company has never held or could it have held treasuryshares.

In view of the foregoing and the provisions of Art. 2435-bis, final paragraph of the Civil Code, thecompany is not required to prepare a report on operations.

CHELSEA FINANCE SRL

Sole Director

Jean-Christophe Schroeder

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BCC SME Finance 1 S.R.L.Registered office: Largo Chigi 5, Rome

Tax ID and VAT no. 06646750965Milan Company Register no. 1905709Share capital: €10,000, fully paid-in

A single-shareholder corporation

Condensed financial statementsat 31 December 2011

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31.12.2011 31.12.2010

BALANCE SHEET - ASSETS

B) NON-CURRENT ASSETS

I Intangible assets - -

II Property and equipment - -

III Non-current financial assets - -

TOTAL NON-CURRENT ASSETS - -

C) CURRENT ASSETS

I Inventories - -

II Loans and receivables

Other loans and receivables

a due by the end of the next financial year 10,000 10,000

III Current financial assets - -

IV Cash and cash equivalents

TOTAL CURRENT ASSETS 10,000 10,000

TOTAL ASSETS 10,000 10,000

BALANCE SHEET – SHAREHOLDERS’ EQUITY AND LIABILITIES

A) SHAREHOLDERS’ EQUITY

I Share capital 10,000 10,000

IV Legal reserve - -

VII Other reserves - -

VIII Retained earnings/losses carried forward - -

IX Profit (loss) for the period - -

TOTAL SHAREHOLDERS’ EQUITY 10,000 10,000

B) PROVISIONS FOR RISKS AND CHARGES - -

C) POST-EMPLOYMENT BENEFITS - -

D) PAYABLES - -

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 10,000 10,000

31.12.2011 31.12.2010

INCOME STATEMENT

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A) VALUE OF PRODUCTION

1 Revenues from sales and services - -

5 Other revenues and income - -

TOTAL VALUE OF PRODUCTION - -

B) PRODUCTION COSTS

6 Raw materials, consumables and goods - -

7 Services - -

8 Leases and rentals - -

9 Personnel expenses: - -

a salaries and wages

b social security contributions

c employee termination benefits

e other

10 Depreciation, amortization and impairment:

a amortization

b depreciation

14 Other operating expenses - -

TOTAL PRODUCTION COSTS - -

DIFFERENCE BETWEEN VALUE OF PRODUCTION - -

AND PRODUCTION COSTS (A) - (B)

C) FINANCIAL INCOME (EXPENSE)

16 Other financial income:

17 Interest and other financial expense:

17/bis Foreign exchange gains/losses - -

TOTAL FINANCIAL INCOME (EXPENSE) - -

E) EXTRAORDINARY INCOME AND EXPENSE

20 Income - -

21 Expense - -

TOTAL EXTRAORDINARY INCOME AND EXPENSE - -

PROFIT (LOSS) BEFORE TAX - -

22 Income tax expense for the year

NET PROFIT (LOSS) FOR THE YEAR - -

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EXPLANATORY NOTES

IN CONDENSED FORM PURSUANT TO ART. 2435 BIS, PAR. 1 OF THE ITALIAN CIVILCODE

Introduction

Dear Shareholders,

The financial statements for the year ended 31 December 2011, of which these explanatory notesconstitute an integral part pursuant to Article 2423, paragraph 1 of the Italian Civil Code, correspondto the accounting records and were prepared in accordance with Articles 2423, 2423-bis, 2423-ter,2424, 2424-bis, 2425, 2425-bis and 2426 of the Civil Code.

These financial statements are presented in condensed form as permitted pursuant to Article 2435-bis,paragraph 1, of the Civil Code and therefore are not accompanied by a report on operations.

The company was formed on 10 June 2009 pursuant to Law 130 of 30 April 1999 governingsecuritization transactions in Italy. However, as yet, the company has not sought registration on thelist of vehicle companies under Art. 4 of the Bank of Italy regulation of 20 April 2011 as it has notengaged in any securitization transaction to date.

On January 5, 2012 the Shareholders’ Meeting, in the presence of Notary Public Enrico Lainati,resolved to change the company name from Chelsea Finance S.r.l. to BCC SME Finance 1 S.r.l., totransfer the registered office from Milan, Via Pontaccio 10 to Rome, Largo Chigi 5, to reformulate thecorporate purpose, to adopt the shareholders’ register on a voluntary basis and to adopt new articles ofassociation.

As to the sole asset item presented on the balance sheet, the receivable is reported at its estimatedrealizable value.

ASSETS

Other loans and receivables due by the end of the next financial year

The amount refers to a receivable in respect of Wilmington Trust SP Services (London) Limited, thecompany providing corporate services, which deposited the full amount of the share capital into atime deposit account (account no. 100705887 held at Unicredit Banca, Milano Freguglia branch)until the company opens an ordinary current account in its own name.

LIABILITIES

Shareholders’ equity

Changes in shareholders’ equity are shown in the following table:

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Share capital at 31 December 2011 amounted to €10,000, fully subscribed and paid in by the soleshareholder, Stichting Elegance.

OTHER INFORMATION

Pursuant to and for the purposes of Art. 2427 of the Civil Code, we report the following information:

1) Point 5 – the company does not hold equity investments, either directly or through anintermediary or fiduciary company, in subsidiaries and associated companies.

2) Point 6 – the balance sheet does not report any receivables or payables falling due beyond fiveyears and no corporate assets have been used as collateral for any amounts due.

3) Point 6-bis – No foreign currency transactions were carried out.

4) Point 8 – the company did not charge any financial expense against the amounts reported as assetsin the balance sheet.

5) Point 11 – the company does not hold any equity investments and therefore it did not receive, nordid it report (under item 15 of Art. 2425 of the Civil Code), any income from investments otherthan dividends.

6) Point 18 – the company has not issued nor could it have issued, given its nature and applicablelegislation, participation shares, convertible bonds and securities.

7) Point 19 - the company did not sign any contracts in respect of financing a specific deal.

8) Point 22 – the company carried out no finance lease transactions.

9) Point 22-bis and -ter - the company has not entered into any transactions with related parties norhas it signed any agreements that could affect its performance or financial position.

Furthermore, pursuant to the combined provisions of Art. 2435-bis, paragraph 4 and Art. 2428,paragraphs 3 and 4 of the Civil Code, the company has never held or could it have held treasuryshares.

Balance at

1 Jan. 2011

Allocation of

previous year’s

profit

Changes for the year

Profit

for

2011

Shareholders’

equity

as at

31 Dec. 2011

Res

erve

s

Div

iden

dsan

dot

her

tran

sact

ions

Cha

nge

inre

serv

es

Equity transactions

Issu

eo

fn

ewsh

ares

Pu

rch

ase

of

ow

nsh

ares

Ex

trao

rdin

ary

div

iden

ds

Ch

ange

sin

equi

tyin

stru

men

ts

Oth

erch

ange

s

Share capital

Reserves

A) earnings

b) other

Net profit (loss) for the year

10,000 10,000

Shareholders’ equity 10,000 10,000

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In view of the foregoing and the provisions of Art. 2435-bis, final paragraph of the Civil Code, thecompany is not required to prepare a report on operations.

BCC SME Finance 1 SRL

(formerly CHELSEA FINANCE SRL)

Sole Director

Umberto Dalla Zuanna

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Independent auditors’ report

To the Quotaholder of

BCC SME Finance 1 S.r.l.

(formerly Chelsea Finance S.r.l.)

1. We have audited the financial statements of BCC SME Finance 1 S.r.l. as of and for the yearsended 31 December 2010 and 2011. The preparation of these financial statements in compliancewith the Italian regulations governing financial statements is the responsibility of BCC SMEFinance 1 S.r.l.’s sole director. Our responsibility is to express an opinion on these financialstatements based on our audits. These financial statements have been prepared for the purpose oftheir inclusion in this offering circular prepared by BCC SME Finance 1 S.r.l. for the issue ofcertain floating rate notes due May 2060. This report is not issued pursuant to the provisions ofthe Italian law, as BCC SME Finance 1 S.r.l. for the years ended 31 December 2010 and 2011was not required to the statutory audit, pursuant to art. 2477 of the Italian Civil Code.

2. Our audits were performed in accordance with auditing standards issued by the ItalianAccounting Profession (CNDCEC) and recommended by the Italian Stock Exchange RegulatoryAgency (CONSOB). In accordance with such standards, we planned and performed our audits toobtain the information necessary to determine whether the financial statements are materiallymisstated and if such financial statements, taken as a whole, may be relied upon. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements, as well as assessing the appropriateness and correct application of theaccounting principles and the reasonableness of the estimates made by management. We believethat our audits provide a reasonable basis for our opinion.

3. In our opinion, the financial statements of BCC SME Finance 1 S.r.l. as of and for the yearsended 31 December 2010 and 2011, prepared for the purposes of their inclusion in this OfferingCircular have been prepared in accordance with the Italian regulations governing financialstatements; accordingly, they present clearly and give a true and fair view of the financialposition of BCC SME Finance 1 S.r.l. for the years then ended.

Rome, Italy

12 July 2012

/s/ Reconta Ernst & Young S.p.A.

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THE ORIGINATORS

1. CO-OPERATIVE CREDIT SYSTEM

1.1. The origins of the Italian credit co-operative banking system

Credit co-operative banks (banche di credito co-operativo) were first established at the end of

the 19th century following the path of the rural credit co-operatives set up in Germany

towards the second half of the same century. One of their aims was to fight usury, common in

those times in the countryside, and to facilitate the access of local farmers, shopkeepers and

craftsmen to credit facilities. According to their articles of association they were incorporated

also to improve shareholders' financial, professional, moral and intellectual conditions. By the

end of the 19th century, about 1,000 rural banks for co-operative credit (casse rurali) had been

established throughout the country and in 1905 they were pooled together into the Italian

Federation of Rural Banks for Co-operative Credit (Federazione Italiana delle Casse Rurali).

Subsequently, Local Federations (Federazioni Locali) were also established following the

steady increase in number that the rural banks for co-operative credit enjoyed until the 1929

economic crisis, which caused a reduction in the overall number of banks.

Since World War II there has been an increase in the number of rural banks for co-operative

credit and only during the last decade has there been a decrease, as the consequence of

mergers among themselves.

Nature of the co-operative banks

The mutual and co-operative nature of the BCCs (Banca di Credito Cooperativo) is evidenced

by the pieces of legislation currently regulating them including the Banking Act, the Bank of

Italy's guidelines (the Istruzioni di Vigilanza), Law No. 59 of 31 January, 1992 (Nuove norme

in materia di società cooperative) and the articles of association of the various BCCs. For

historical reasons, BCCs are mutual and co-operative in nature. Originally, their shareholders

had to belong to a specific trade or profession (i.e. farmers, small entrepreneurs and

craftsmen). Pursuant to the Banking Act, BCCs are to a certain extent restricted in their

activities and, in principle, generally provide financial assistance to their shareholders. In fact,

the BCCs are subject to a specific requirement that a large proportion of their lending must be

conducted with their shareholders. This requirement restricts the activities of BCCs as only

persons residing in or having their principal place of business in the area where the bank

operates may acquire shares in it. The mutual character of BCCs is further evidenced by the

fact that the BCCs must have no fewer than 200 members, with one vote per member

regardless of the number of shares held. In any event, the stake of each shareholder may not

exceed a face value higher than € 50,000. Credit co-operative banks are incorporated as co-

operative companies with limited liability (società cooperative a responsabilità limitata).

Unlike ordinary banks, the main goal of the BCCs is not profit maximisation. Instead, they

provide financial assistance to their customers and support to the local economy ensuring, at

the same time, the long term economic viability of the BCC.

Credit co-operative system structure

The credit co-operative system consists of:

- the BCCs;

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- the Local Federations (Federazioni);

- the National Federation (Federcasse - Federazione nazionale delle Banche di CreditoCooperativo (Federcasse));

- Three Second Level Banks: ICCREA Banca Spa, Cassa Centrale Banca Spa and CassaCentrale Raiffeisen Spa.

- the Co-operative Credit Deposit Insurance Fund (Fondo di Garanzia dei Depositanti delCredito Cooperativo) ("FGD"); and

- the co-operative Bond-holders Insurance Fund (Fondo di Garanzia degli Obbligazionistidel Credito Cooperativo) ("FGO").

BCCs remain independent within the Local Federations and the National Federation, while

benefiting from being part of a wider co-ordinated network.

The Local Federations are divided into nine regional federations (Lombardia, Veneto, Friuli-

Venezia Giulia, Emilia Romagna, Toscana, Marche, Campania, Calabria and Sicilia), four

inter-regional federations (Piemonte-Valle d'Aosta-Liguria, Lazio-Umbria-Sardegna, Abruzzo-

Molise, Puglia-Basilicata) and two provincial federations (Trento and Bolzano).

The Local Federations have the following functions: representation, promotion, coordination,

technical assistance and monitoring of members. They also manage joint services for the

members and provide local coordination for the FGD. The Local Federations are joined at the

national level in the Federcasse, constituted in 1950. The Federcasse provides strategic

planning of this network, communication services, legal advice, research and statistics,

industrial relations, training guidelines. At the international level, Federcasse is an active

member of various international organisations in the sector of co-operative banks. Federcasse

is a member of the Association of European Co-operative Banks (Abce - Gebc - Groupement)

whose seat is in Brussels and which represents the co-operative banking system before the

European Union and the various national institutions. Federcasse is also a member of the

Unione Internazionale Raiffeisen (Iru), whose seat is in Bonn. This is an organisation for the

worldwide promotion of the co-operative banking system, with a particular focus on

depressed areas. The Italian co-operative system is member of the Unico Banking Group, an

organisation established in 1977 by the largest European co-operative banks' organisations

(the Belgian Kbc Bank, the French Credit Agricole, the German DZ Bank, the Finnish

Okobank, the DutchRabobank Group, the Austrian Rzb, the Spanish Banco Cooperativo, and

the Swiss Banks' Union Raiffeisen). This organisation aims at integrating the participants'

know-how and services in order to increase the importance of the co-operative banking

system within the general, international banking system.

BCCs are supported in their activities by the above mentioned Second Level banks: ICCREA

Banca Spa, Cassa Centrale Banca Spa and Cassa Centrale Raiffeisen Spa. The main activities

of these banks are to co-ordinate the different policies of the individual BCCs, to invest

properly excess of available funds and to lend money to the BCCs in case of need.

The Italian co-operative banking system includes a deposit protection scheme established as

early as 1978 exclusively for the BCCs: the "Fondo Centrale di Garanzia delle C.R.A." then

replaced in 1997 by the "Fondo di Garanzia dei Depositanti del Credito Cooperativo" which

was established as a result of the implementation of the European directive of bank depositors

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protection. The financial contribution is not paid into the fund; it is available on request when

a depository reimbursement is needed, and it is accounted into the BCCs' books.

The Italian co-operative banking system includes also a bond-holders' protection scheme

which was established in 2004 as a voluntary consortium among banks which are members of

the Local Federations of Cooperative Banks.

The following are compulsorily members of the FGD: the BCCs, the Casse Rurali of Trentino,

the Casse Raiffeisen in Alto Adige and the Italian branches of non-Italian co-operative banks.

In addition also the three Second level banks are members of the FGD.

The FGD is distinct from the Fondo Interbancario per la Tutela dei Depositi which has the

same role as far as non co-operative banks are concerned.

Once a distressed situation is detected, a range of solutions may be implemented by

Federcasse, Local Federations and the FGD, together with Bank of Italy. The range of joint

interventions within the system includes:

- moral suasion for the implementation of a recovery plan;

- change in management;

- tutorship between sound BCCs and distressed BCCs;

- mergers between nearby BCCs;

- zero-interest credit lines provided by the FGD for the implementation of a recovery plan;

- coverage transaction provided by the FGD and aimed at balancing assets and liabilities ofa distressed BCC in favour of any acquiring bank;

- depositors' refund via the FGD up to a maximum amount of € 103,000 per depositor andprovided that the overall amount of depositors' refunds does not exceed 0.80 per cent ofthe BCCs' bank deposits.

1.2. The shareholders

The special characteristic of the BCC juridical form is the importance of its shareholders. In

the beginning a BCC shareholder had to be a member of a defined profession (i.e. farmer,

small entrepreneur or craftsman). Nowadays the main prerequisite to become a BCC

shareholder is to live or to do business within the BCCs geographical operating region, thus

expanding and facilitating access to BCC membership. In fact the Consolidated Banking Act

provides that shareholders cannot number less than 200 and must represent at least 50% of the

BCCs customers. Two other provisions establish that each shareholder shall have one vote,

whatever the number of shares owned and that the nominal value of the shares held by each

shareholder shall not exceed Euro 50,000.

1.3. The BCCs

The main features of a BCC are as follows:

(i) they are local banks supporting families and businesses inside a defined area;

(ii) they are mutual-purpose, non profit-oriented banks which are supposed to use part oftheir net income for charitable and social purposes;

(iii) they are part of the "Co-operative Credit System" and can offer their customers a widerange of financial products and services as economics of scale.

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As at 31st December 2010, the Co-operative Credit System included 404 banks and 4,324

branches, involves a high number of human resources as shown by the following data:

(i) 1,039,657 shareholders;

(ii) 4,374 Presidents, Vice Presidents and Members of the Board;

(iii) 806 General Managers;

(iv) 2,218 Auditors;

(v) 5,200,000 customers;

(vi) 36,093 employees.

The BCCs' network covers 2,557 towns. As of 31st December 2010, the BCCs recorded the

following:

(i) total deposits of EURO 143.9 billion;

(ii) total lending of EURO 125.8 billion;

(iii) shareholders' equity of EURO 17.4 billion.

1.4. The Federations

The Co-operative Credit System includes BCCs, Local Federations, the National Federation

(Federcasse), and the three Second Level Banks.

The BCCs remain independent within the Federations, while benefiting from the co-

ordination and co-operation of the Co-operative Credit System.

The Federations are divided into nine regional federations (Lombardy, Veneto, Friuli-Venezia

Giulia, Emilia Romagna, Tuscany, Marches, Campania, Calabria and Sicily), four inter-

regional federations (Piedmont-Valle d'Aosta-Liguria, Latium-Umbria-Sardinia, Abruzzo-

Molise, Puglia and Basilicata) and two provincial federations (Trento and Bolzano).

The two main roles of the Federations are to co-ordinate and to promote BCC products as well

as to provide technical assistance and advice. The Local Federations have instituted external

IT Centers whose network covers all the Italian geographical regions.

2. CO-OPERATIVE BANKS INVOLVED IN BCC SME FINANCE 1 SRLTRANSACTION.

2.1 Cassa Rurale Adamello Brenta

Historical Background

Cassa Rurale Adamello Brenta ("CR Adamello Brenta") was created as a result of a merger between

two cooperative banks: Cassa Rurale Alto Chiese and Cassa Rurale Tione Ragoli Montagne in June

2006. After this merger, the bank was named with its present name. The 1st July 2011 Cassa Rurale

Adamello Brenta took over Cassa Rurale di Condino. As at December 31st 2011, the bank had 5,509

shareholders and 70 employees.

Organisation

CR Adamello Brenta's operational structure is made up of a Board of Directors and a Board of

Statutory Auditors. The Board of Directors comprises 16 members which are currently as follows:

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Board of Director

Maffei Antonio Chairman

Bazzoli Ilvio Vice-Chairman

Vaglia Pieruccio Vice-Chairman

Balduzzi Catia Director

Ballardini Carlo Director

Ballardini Giovanni Director

Battocchi Stefano Director

Bonazza Luigi Director

Cerana Manuel Director

Passardi Dina Director

Sartori Renato Director

Simoni Ivan Director

Tamburini Tania Director

Valenti Remo Director

Valenti Walter Director

Zulberti Ivan Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory Auditors

Roberto Tonezzer Chairman

Monia Bonenti Auditor

Michele Tavernini Auditor

Alvino Bruno Deputy Auditor

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Rudi Serafini Deputy Auditor

Main activities and future strategies

CR Adamello Brenta is active in the areas of traditional banking as in well as in more recent and

innovative banking areas, with regards both private customers and businesses via its commercial

network and virtual network. The bank offers preferential rates on its loans to its shareholders which

fall under a particular category (i.e. farmers, new businesses, teenagers etc), for investment or other

purposes.

Financial Highlights

The tables below set out the profits and losses and the assets of CR Adamello Brenta over the past 3

years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2009 31 Dec. 2010 30 June 2011

Interest Margin 6,917 7,215 3,402

Financial Margin 8,501 9,386 4,660

Administrative Costs 6,500 6,695 3,292

Extraordinary Income 614 481 224

Net Income for the year 1,451 1,076 762

Bilance Sheet


Cash 2,607 1,820 2,055

Due from banks 22,401 21,272 19,985

Loans 276,804 296,716 301,504

Bond and other securities 26,413 27,954 30,080

Total Assets 337,650 356,068 360,998

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Due to banks 4,814 11,080 5,837

Securities issued 33,462 34,460 35,504

Shareholders funds 337,650 356,068 360,998

Total Liabilities 337,650 356,068 360,998

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2009 31 Dec. 2010 30 June 2011

R.O.E. 4.32% 3.11% 2.14%

Net Income/Financial Margin 17.06% 11.46% 16.35%

Interest Margin/Financial

Margin

81.36% 76.87% 73.00%

Shareholders funds/Loans 12.12% 11.65% 11.82%

NPLs/Loans 0.37% 1.07% 1.02%

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2.2 Cassa Rurale Alto Garda


Cassa Rurale Alto Garda ("CR Alto Garda") was created as a result of a merger between two

cooperative banks: Cassa Rurale di Arco and Credito Cooperativo dell'Alto Garda in October 2004.

After this merger the bank was named with its present name. As at December 31st 2011 the bank had

4,916 shareholders and 147 employees.

Organisation

CR Alto Garda's operational structure is made up of a Board of Directors and a Board of Statutory

Auditors. The Board of Directors comprises 15 members which are currently as follows:

Board of Directors

Zampiccoli Enzo Chairman

Guella Silvia Vice Chairman

Avancini Angelo Director

Bertoldi Renato Director

Bonora Anna Director

Brighenti Silvano Director

Carloni Dario Director

Grazioli Matteo Director

Maino Alberto Director

Maino Gianluigi Director

Moiola Flavio Director

Pedrazzoli Carlo Director

Toccoli Tullio Director

Vicentini Giovanni Director

Vivaldelli Stefano Director


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Zambotti Michela Chairman

Bresciani Leonardo Auditor

Righi Mauro Auditor

Malossini Marcello Deputy Auditor

Di Fabio Luigino Deputy Auditor


CR Alto Garda is active in the areas of traditional banking as in well as in more recent and innovative

banking areas with regards both private customers and businesses via its commercial network and

virtual network. The bank offers preferential rates on its loans to its shareholders which fall under a

particular category (i.e. farmers, new businesses, teenagers etc) for investment or other purposes.


The tables below set out the profits and losses and the assets of CR Alto Garda over the past 3 years:

Profit and Loss


Interest Margin 19,006 20,437 10,256



Extraordinary Income 1,995 1,921 0,927

Net Income for the year 6,184 6,286 4,342

Balance Sheet


Cash 6,781 6,319 7,553

Due from banks 15,202 39,743 22,633

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Loans 804,195 837,134 854,191


Total Assets 1,046,063 1,095,345 1,100,492


Due to banks 4,330 31,397 44,350



Total Liabilities 1,046,063 1,095,345 1,100,492



R.O.E. 6.4% 6.5% 4.2%



Margin

73.8% 70.0% 70.6%


NPLs/Loans 0.9% 0.9% 0.9%

2.3 Banca Alto Vicentino Credito Cooperativo Schio


Banca Alto Vicentino Credito Cooperativo Schio (“BCC Alto Vicentino”) was founded in 1896.

During the last 115 years the bank has grown a lot, increasing the number of employees and of

branches. As at December 31st 2011 BCC Alto Vicentino had 1,950 shareholders, 85 employees and

11 branches.

Organisation

BCC Alto Valentine’s operational structure is made up of a Board of Directors and a Board of


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Board of Directors

Drago Domenico Chairman

Ruberti Silvio Vice Chairman

Benazzoli Roberto Director

Carta Alessandro Director

Paiusco Simone Director

Pegoraro Francesco Director

Ruaro Stefano Director

Filippi Renato Director

Toso Vincenzo Director



Salomoni Rigon Maurizio Chairman

Fabbian Fabio Auditor

Zamperetti Ivana Auditor

Morelli Bruno Deputy Auditor

Gechellin Adriano Deputy Auditor


The main goal of BCC Alto Vicentino is to increase its deposits and to offer credit in all its various

forms. The bank engages also in the following activities: advances of loans, discounted transactions,

and the provision of mortgages.


The tables below set out the profits and losses and the assets of BCC Alto Vicentino over the past 3

years:

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Profit and Loss

Amount in thousand Euro 31 Dec. 2009 31 Dec. 2010 31 Dec. 2011





Net Income for the year 514 -1,597 944

Balance Sheet


Cash 1,626 1,567 1,611


Due from banks 350,904 362,209 353,589

Loans 51,915 38,685 46,409

Total Assets 423,504 422,268 521,917


Due to banks 0 7,505 29,772





Ratios (%) 31 Dec. 2009 31 Dec. 2010 31 Dec. 2011

R.O.E. 1.32% -4.12% 2.72%

Net Income/Financial Margin 5.14% -15.15% 8.21%

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Margin

64.77% 59.04% 62.77%


NPLs/Loans 1.07% 2.25% 1.94%

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2.4 Banca di Cavola e Sassuolo


The Banca Cavola Sassuolo (“BCC di Cavola”) was founded in 1984. There has been a constant

market increase and at the end of 2011 the number of shareholders was 4,041. The employees were

118.

Organisation

BCC di Cavola's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Silvio Scalabrini Chairman

Ermes Nicodemo Borgonovi Vice Chairman

Atos Baroni Director

Salsi Erio Director

Sergio Leandri Director

Luigi Marazzi Director

Andrea Margini Director

Geminio Cesare Ruffini Director

Giuseppe Mattioli Director



Dr. Vilson Canovi Chairman

Dr. Mirco Zucca Auditor

Dr. Alessando Verona Auditor


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BCC di Cavola is active in the areas of traditional banking as in well as in more recent and innovative

banking areas, With regards both private customers and businesses via its commercial network and


particular category (i.e. farmers, new businesses, teenagers etc), for investment or other purposes.


The tables below set out the profits and losses and the assets of BCC di Cavola over the past 3 years:

Profit and Loss

Amount in milion Euro 31 Dec. 2009 31 Dec. 2010 31 Dec.2011

Interest Margin 11.91 12.98 15.41

Financial Margin 15.34 16.51 18.85

Administrative Costs 10.13 11.49 13.10

Extraordinary Income 1.25 0.84 0.68

Net Income for the year 2.21 1.94 1.34

Balance Sheet


Cash 2.86 3.04 2.95

Due from banks 30.42 20.25 31.93

Loans 409.31 466.45 504.42

Bond and other securities 65.05 69.04 81.13

Total Assets 520.29 575.66 630.00


Due to banks 2.24 9.31 29.68

Securities issued 263.34 300.32 322.51

Shareholders funds 32.81 35.8 44.56

Total Liabilities 520.29 575.66 630.00

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Ratios (%) 31 Dec. 2009 31 Dec. 2010 31 Dec.2011

R.O.E. 6.6% 5.29% 3.00%


Interest Margin/Financial Margin 77.66% 78.58% 81.32%

NPLs/Loans 3.75% 3.81% 4.62%

2.5 Cassa Rurale di Aldeno e Cadine


Cassa Rurale di Aldeno (“CR Aldeno”) was founded in 1896. In 1995 the bank has merged with

Cassa Rurale Cadine creating the Cassa Rurale Aldeno and Cadine. There has been a constant market

increase in the number of shareholders that at the end of 2011 were 5,219. The employees were 103.

Organisation

CR Aldeno's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Baldo Luigi Chairman

Vigano’ Pompeo Vice Chairman

Baldo Nicola Director

Cont Giorgio Director

Coser Roberto Director

Fadanelli Stefano Director

Finotti Mauro Director

Larcher Monia Director

Rossi Carla Director

Tamanini Riccardo Director

Zanotelli Paola Director

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Novembre Sergio Chairman

Di Valerio Mauro Auditor

Lorandi Paolo Auditor

Moncher Edgardo Deputy Auditor

Gentili Mauro Deputy Auditor


CR Aldeno is active in the areas of traditional banking as in well as in more recent and innovative





The tables below set out the profits and losses and the assets of CR Aldeno over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec.2009 31 Dec.2010 30 Jun.2011




Extraordinary Income 2 -1 -1


Balance Sheet

Amount in million Euro 31 Dec.2009 31 Dec.2010 30 Jun.2011

Cash 2 3 3

Due from banks 32 19 18

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Loans 594 605 602

Bond and other securities 94 98 100

Total Assets 730 734 730

Amount in million Euro 31 Dec.2009 31 Dec.2010 30 Jun.2011

Due to banks 2 22 19

Securities issued 297 307 303

Shareholders funds 57 58 62

Total Liabilities 730 734 730


Ratios (%) 31 Dec.2009 31 Dec.2010 30 Jun.2011

R.O.E. 5.65% 7.44% 7.44%



Margin 76.68% 76.11% 74.79%


NPLs/Loans 1.68% 1.95% 2.37%

2.6 Cassa Rurale Lavis e Valle di Cembra


Cassa Rurale Lavis - Valle di Cembra (“CR Lavis”) is the result of a merger among CR Lavis, CR

Albiano and CR Pressano done in 2002. As at December 31st 2011 the bank had 4,370 shareholders

and 106 employees.

Organisation

CR Lavis's operational structure is made up of a Board of Directors and a Board of Statutory Auditors.

The Board of Directors comprises 14 members which are currently as follows:

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Board of Directors

Villotti Ermanno Chairman

Tasin Renato Vice Chairman

Andreatta Marco Director

Andreotti Francesco Director

Baldessari Walter Director

Bezzi Claudio Director

Bosetti Roberta Director

Chiste’ Giorgio Director

Filippi Alberto Director

Folgheraiter Massimo Director

Piffer Giovanna Director

Paolazzi Diego Director

Rosa Marcello Director

Vulcan Alessio Director



Moser Michele Chairman

Filippi Nicola Auditor

Gilli Pierino Auditor

Tenni Katia Deputy Auditor

Tosolini Enzo Deputy Auditor


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CR Lavis is active in the areas of traditional banking as in well as in more recent and innovative





The tables below set out the profits and losses and the assets of CR Lavis over the past 3 years:

Profit and Loss

Amount in milion Euro 31 Dec. 2009 31 Dec.2010 31 Dec. 2011

Interest Margin 15 16 15

Financial Margin 19 21 21

Administrative Costs 13 13 13


Net Income for the year 4 3 3

Balance Sheet


Cash 3 3 3


Loans 625 628 610





Deposits from customers 343 319 272


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Ratios (%) 31 Dec. 2009 31 Dec.2010 31 Dec. 2011

R.O.E. 6.31% 4.26% 3.90%




NPLs/Loans 1.31% 2.35% 3.67%

2.7 Cassa Rurale Rovereto


Cassa Rurale di Rovereto ("CR Rovereto") was founded in 1899. In 2002 the bank has merged with

Cassa Rurale della Vallarsa. As at December 31st 2011 the bank had 2,837 shareholders and 150

employees.

Organisation

CR Rovereto's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Marega Paolo Chairman

Piazzini Silvano Vice Chairman

Angheben Lucio Director

Bona Matteo Director

Martini Maurizio Director

Moiola Paolo Director

Schonsberg Franco Director

Zandonai Nadia Director

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Fiorini Giorgio Chairman

Bettini Andrea Auditor

Manzana Giacomo Auditor

Fait Maria Rosaria Deputy Auditor

Carollo Maddalena Deputy Auditor


CR Rovereto is active in the areas of traditional banking as in well as in more recent and innovative

banking areas, with regards both private customers and businesses via its commercial network and




The tables below set out the profits and losses and the assets of CR Rovereto over the past 3 years:

Profit and Loss

Amount in milion Euro 31 Dec. 2009 31 Dec. 2010 31 Dec. 2011






Balance Sheet


Cash 6.91 6.62 5.88

Due from banks 40.95 39.96 60.80

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Loans 636.06 657.62 675.90


Total Assets 827.56 846.40 880.00


Due to banks 0.85 26.31 78.27

Deposits from customers 253.88 164.72 150.37





R.O.E. 7.30% 3.74% 3.1%




NPLs/Loans 1.56% 2.04% n.a.

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2.8 Cassa Rurale di Pergine


Cassa Rurale di Pergine Banca di Credito Cooperativo – Società Cooperativa (“CR Pergine”) was

created as a result of various merger among local banks. CR Pergine is currently operating in Trentino

Alto Adige covering various municipalities. There was a constant increase in the number of

shareholders in the past 12 years, from 2,000 in 2000 to 3,195 at the end of 2011. The employees are

101.

Organisation

CR Pergine's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Franco Senesi Chairman

Stefano Zampedri Vice Chairman

Roberto Casagrande Director

Claudia Castelli Director

Franco Beber Director

Lorenzo Gretter Director

Stefano Stelzer Director

Lino Vicentini Director

Lorenzo Zampedri Director



Aldo Laner Chairman

Paolo Beber Auditor

Giulio Dalmaso Auditor

Maria Grazia Bressan Deputy Auditor

Giorgio Casagrande Deputy Auditor

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In recent years CR Pergine has significantly increased the services it offers to its customers, widening

its range of products and combining its lending activities with its varied banking services. In

particular it has got a close relationship with companies, some of which belong also to the cooperative

movement, in order to provide services which could create additional value for the customer and for

the bank.


The tables below set out the profits and losses and the assets of CR Pergine over the past 3 years:

Profit and Loss

Amount in milion Euro 31 Dec. 2009 31 Dec. 2010 30 Jun. 2011




Extraordinary Income 1.1 1.0 ---


Balance Sheet


Cash 3.4 3.3 3.0

Due from banks 27.0 33.4 34.7

Loans 512.7 528.0 540.3


Total Assets 682.4 709.8 712.3


Due to banks 1.5 22.2 46.1

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Ratios (%) 31 Dec. 2009 31 Dec. 2010 30 Jun. 2011

R.O.E. 2.73% 4.93% Nd




NPLs/Loans 1.05% 2.23% 2.13%

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2.9 Centromarca Banca Credito Cooperativo


Centromarca Banca Credito Cooperativo (“BCC Centromarca”) was founded on 1892 under the

name "Cassa Rurale di Prestiti di Preganziol. Sambughè e San Trovaso". As at December 31st 2011 the

Bank had about 2,587 shareholders and 120 employees.

Organisation

Centromarca Banca's operational structure is made up of a Board of Directors and a Board of


Board of Directors

Cenedese Dott. Tiziano Chairman

Durigon Geom. Franco Deputy Vice Chairman

Pavanetto Arch. Eliseo Vice Chairman

De Marchi Giacomo Director

Favaro Beniamino Director

Pavanetto Geom. Renato Director

Requale Cav. Giancarlo Director

Tronchin Dott. Elio Director

Zanatta Dott. Emanuele Director



Cenedese Dott. Tiziano Chairman

Favaro Beniamino Auditor

Pavanetto Geom. Renato Auditor

Requale Cav. Giancarlo Deputy Auditor

Zanatta Dott. Emanuele Deputy Auditor

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BCC Centromarca is active in the areas of traditional banking as in well as in more recent and

innovative banking areas, with regards both private customers and businesses via its commercial


fall under a particular category (i.e. farmers, new businesses, teenagers etc) for investment or other

purposes.


The tables below set out the profits and losses and the assets of BCC Centromarca over the past 3

years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2009 31 Dec. 2010 30 Jun. 2011




Extraordinary Income 1,157 1,303 628

Net Income for the year 2,107 1,897 427

Balance Sheet


Cash 2,784 2,592 2,367

Due from banks 31,576 19,770 18,520

Loans 403,533 462,897 473,468


Total Assets 526,735 567,809 583,738


Due to banks 15,944 40,153 45,084

Deposits from customers 191,182 195,257 188,490

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R.O.E. 3.78% 3.33% n.a.

Net Income/Financial Margin 13.60% 12.37% n.a.

Interest Margin/Financial Margin 76.92% 75.17% n.a.

Shareholders funds/Loans 0.014% 0.013% n.a.


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2.10 Banca di Cherasco


Banca di Cherasco (“BCC Cherasco”) was created as a result of a merger between Credito

Cooperativo Cherasco and BCC Genovese in 2008. After this merger the bank was renamed Banca di

Credito Cooperativo Cherasco. BCC Cherasco is currently operating in Cuneo Province (Piemonte)

covering various municipalities and has 142 employees. There has been a constant increase in the

number of shareholders in the past years, that now are 7,412.

Organisation

BCC Cherasco's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Bravo Alberto Chairman

Costamagna Gianfranco Deputy Vice Chairman

Bravo Giancarlo Vice Chairman

Piovano Antonio Director

Olivero Giuseppe Director

Germanetti Giacomo Director



Mascarello Santiago Chairman

Pagliasso G .Olivero Auditor

Sartore Claudio Maurizio Auditor

Marchetti Emanuele Deputy Auditor

Riccardi Pierluigi Deputy Auditor


In recent years BCC Cherasco has significantly increased the services it offers to its customers,

widening its range of products and combining its lending activities with its varied banking services. In


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the bank.


The tables below set out the profits and losses and the assets of BCC Cherasco over the past 3 years:

Profit and Loss

Amount in million Euro 31 Dec. 2009 31 Dec. 2010 31 Dec. 2011



Administrative Costs (16) (17) (18)


Net Income for the year 4.0 3.0 n.a.

Balance Sheet


Cash 6 5 7


Loans 892 913 908


Total Assets 1,109 1,152 1,191



Deposits from customer 564 547 530



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R.O.E. 6.39% 4.31% n.a.





2.11 Mediocredito Trentino Alto Adige


The Issuer, also known in German as Investitionsbank Trentino-Südtirol, was established in 1953 as a

regional specialised credit institution during a period when Italian banking laws granted the right to

issue medium to long-term sector loans solely to specialised institutions. The Issuer's activity was

initially limited to financing industrial and agricultural investments within the Trentino-Alto Adige

region, which is located in the north-east of Italy and has a special status as an autonomous region

within the Italian State. In this document, the term "north-east of Italy" or "north-east" refers to a

location in Italy comprising the following regions: Veneto, Trentino-Alto Adige, Friuli-Venezia Giulia

and Emilia-Romagna. The Issuer was initially established with a quasi-public entity legal status and

its share capital was initially held by the Italian State, the region of Trentino-Alto Adige and three

other local banks. During the 1970's and the 1980's the Issuer was allowed to finance other industries

including the commerce, tourism and handicraft sectors and to operate outside the Trentino-Alto

Adige region. In this period, the Italian State sold its shareholdings in the Issuer to banks and the

autonomous provinces of Trento and Bolzano, located in the Trentino-Alto Adige region.

In 1992, pursuant to Law No. 218 of 30 July 1990 (the "Amato Law"), the Issuer's legal status was

converted into that of a public company. Notwithstanding this conversion, the Issuer maintained,

according to its by-laws, its specialisation in medium to long-term lending and was granted the right

to operate without any geographical or sectorial limits. Under its new legal status, the Issuer rapidly

developed operations in the Veneto region and in other neighbouring regions, such as Friuli-Venezia

Giulia, Lombardia and Emilia-Romagna. As a result, the Issuer opened two branches in the Veneto

and Emilia-Romagna regions, respectively. In this period, the Issuer's lending services were

supplemented with merchant banking, syndicated loan, leasing, financial support and consultancy

services to existing and new corporate enterprises, as evidenced in engagements with local authorities

for the establishment and management of credit facilities.

In 1992, following its conversion to public company legal status, the Issuer's share capital amounted

to €34,210,104 and was subject to the following two capital raising operations:

in 1993 the share capital of the Issuer was increased to €46,183,641 which was entirelysubscribed for by the then existing shareholders of the Issuer; and

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in 1997 the share capital of the Issuer was increased to €48,361,024 and the Issuer issuedconvertible subordinated bonds for the principal amount of €23,748,464.

Both the share capital increase and the bond issue were partially reserved to new shareholders, in

particular, Raiffeisenverband Salzburg, an Austrian bank, and a group of small co-operative banks in

the Veneto region.

In 2002, as a result of the conversion of the above-mentioned convertible subordinated bonds, the

share capital of the Issuer reached its current amount of €58,484,608 and the total shareholdings held

by the local authorities of the Trentino-Alto Adige region and the Trento and Bolzano provinces were

reduced, although such entities still hold a majority of the share capital of the Issuer. At the same time,

the shareholdings in the Issuer held by co-operative banks increased as a result of specific shareholder

agreements in line with the Issuer's strategy of encouraging stronger co-operation with banks

operating in the north-east.

The Issuer's registered office and headquarters is at Via Paradisi 1, 38122 Trento, Italy (telephone

number +39 0461 888511 and fax number +39 0461 888515). The Issuer has branches in the cities of

Bolzano, Treviso, Bologna, Padova and Brescia.

The Issuer is registered at the Companies' Registry of the Chamber of Commerce of Trento, Italy

under registration No. 00108470220.

At the beginning of 2004, the Mediocredito Trentino-Alto Adige Banking Group (the "Group") was

formed with the Issuer at its head, following the establishment of a new company named Paradisidue

S.r.l. which is a wholly owned subsidiary of the Issuer.

In 2004 the Issuer's by-laws were updated following the formation of the Group and in order to

comply with the recent Italian company law reform, as approved by extraordinary shareholders'

meetings held on 7 June 2004 and 24 September 2004.

At the beginning of 2006 the Issuer began a reorganisation of its commercial network, with the aim of

increasing development and more efficient relationships with corporate bodies by focusing on existing

structures and also via the creation of new structures by the head office.

Duration and Corporate Objects

According to the Issuer's by-laws (Statuto), the Issuer's duration is until 31 December 2050, which

may be extended by a resolution passed at an extraordinary shareholders' meeting of the Issuer.

The Issuer has as its main corporate object the granting of medium to long-term loans to small and

medium-sized enterprises. In compliance with applicable laws and necessary authorisations, the Issuer

may perform any banking or financial services or activities, including any transactions which are

necessary for, or connected with. the achieving of the Issuer's corporate objects.

Share Capital

As at the date of this Prospectus, the Issuer's outstanding share capital amounted to €58,484,608

divided into 112,470,400 fully paid-up ordinary shares having a nominal value of €0.52 each.

The following table below shows the Issuer's principal shareholders as at the date of this Prospectus.

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Shareholding

Regione Autonoma Trentino Alto Adige 17.489%

Provincia Autonoma Di Trento 17.489%

Provincia Autonoma Di Bolzano 17.489%

Sub-Total Public Shareholders 52.467%

Casse Rurali - Raiffeisen Finanziaria S.p.A. Or Crr-Fin S.p.A. (*) 35.207%

Banca Padovana Credito Cooperativo-Societa' Cooperativa 0.213%

Bcc Del Veneziano 0.192%

Banca Alto Vicentino Credito Cooperativo 0.107%

Credito Cooperativo Interprovinciale Veneto 0.107%

Banca Santo Stefano-Credito Cooperativo Martellago-Venezia 0.085%

Veneto Banca S.C.P.A. 0.085%

Rovigobanca Credito Cooperativo 0.078%

Centromarca Banca - Credito Cooperativo S.C.R.L. 0.075%

Bcc Di Marcon Venezia 0.071%

Bcc Euganea Di Ospedaletto Euganeo 0.071%

Cassa Rurale Ed Artigiana Di Treviso 0.071%

Cassa Padana Bcc Società Cooperativa. 0.064%

Banca Veronese Credito Cooperativo Di Concamarise S.C.R.L. 0.043%

Bcc Delle Prealpi 0.043%

Cassa Rurale Ed Artigiana Di Vestenanova Credito Cooperativo-Societa'

Cooperativa0.043%

Federazione Trentina Della Cooperazione 0.043%

Federazione Veneta Delle Banche Di Credito Cooperativo 0.043%

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Cassa Centrale Banca Spa 0.001%

Cassa Centrale Raiffeisen Spa 0.001%

Sub-Total Cooperative Banks 36.643%

Cassa Di Risparmio Di Bolzano 7.802%

Banca Popolare Dell'alto Adige Spa 2.895%

Itas Spa (**) 0.196%

Sub-Total Others 10.893%

Total 100.00%

________________________________________

(*) Insurance company.

Organisation

Board of Directors

The Issuer is managed by its Board of Directors which, according to its by-laws, must be composed of

not fewer than ten and not more than 17 members. The ordinary shareholders' meeting of the Issuer

determines the number of directors on the Board and appoints directors for a three-year term. The

Issuer's directors may be re-elected, but may only be removed if certain legal requirements are met.

Following a shareholders' meeting of the Issuer, a Chairman and Deputy Chairman may be appointed.

The Board of Directors may delegate its powers to an Executive Committee, whose members are the

Chairman, the Deputy Chairman and five directors appointed by the Board.

Meetings of the Board of Directors of the Issuer take place at the Issuer's registered office and are

convened by the Chairman, or a person acting in his place, who is required to set the agenda for the

meeting. A minimum of one-third of the members of Board of Directors of the Issuer may convene an

extraordinary meeting, indicating the items on the agenda. The Board of Directors normally meets

twice a month.

The Board of Directors is vested with all the powers for ordinary and extraordinary administration and

may carry out all necessary and appropriate actions within the scope of the Issuer's corporate object,

except for actions which, by law or according to the Issuer's by-laws, may only be approved by a

shareholders' meeting of the Issuer.

Decisions concerning the following matters are the exclusive responsibility of the Board of Directors:

developing general management strategies;

appointing or removing the General Manager and other executives (dirigenti) and determiningtheir powers and duties;

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approving internal administrative rules; and

deciding on acquisitions and disposals of shareholdings, as well as on the appointment ofmembers of the Board of Directors of subsidiaries and affiliated companies of the Issuer.

The table below sets out selected information regarding the members of the Issuer's Board of

Directors as at the date of this Prospectus, who was appointed at a shareholders' meeting on 27 April

2009.

Name Position

Franco Senesi Chairman

Michael Grüner Deputy Chairman

Hansjörg Bergmeister Director

Rita Dallabona Director

Giovanni Dies(*) Director

Zenone Giacomuzzi(*) Director

Andrea Girardi Director

Ivano Morandini Director

Giorgio Pasolini Director

Franz Pircher(*) Director

Fabio Ramus(*) Director

Mario Sartori(*) Director

Luciano Zanaica Director

_______________________(*) Also members of the Executive Committee.

The General Manager of the Issuer is Leopoldo Scarpa, whose term of office started on 1 January

2007 and the Deputy General Manager is Diego Pellizzari, whose term of office started on 8

November 2006.

The business address of the members of the Issuer's Board of Directors and its General Manager is the

Issuer's registered office at Via Paradisi 1, 38122 Trento, Italy.


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Pursuant to Italian law, the shareholders of the Issuer appoint a Board of Statutory Auditors (Collegio

Sindacale), composed of three independent experts on accounting matters. According to the Issuer's

by-laws, the shareholders of the Issuer should also elect two alternate statutory auditors, who

automatically replace any statutory auditors that resign or are otherwise unable to serve. Statutory

auditors and alternate statutory auditors hold office for a three-year term and may be re-elected.

The table below sets out certain information regarding the members of the Issuer's Board of Statutory

Auditors as at the date of this Prospectus, which was appointed at a shareholders' meeting on 27 April

2009.

Name Title

Stefan Klotzner Chairman

Hansjörg Verdorfer Statutory auditor

Renato Beltrami Statutory auditor

Antonio Maffei Alternate auditor

Claudia De Gasperi Alternate auditor

_______________________

Conflicts of interest

There are no potential conflicts of interest between any of the duties of the Directors and the Statutory

Auditors of the Issuer and their private interests and other duties.

Areas of Activity and Strategy

The Issuer's core business is medium to long-term lending. In 1992, following changes to the Italian

banking system as a result of the Amato Law, the Issuer expanded its activities in a variety of sectors

including, but not limited to, construction loans, mortgage loans and public work financing, although

the Issuer's core business remained the granting of ordinary industrial loans and secured loans to

small- and medium-sized enterprises. During the same period, the Issuer expanded its operations to

include investment banking, syndicated lending, leasing and financial support and consultancy

services, including specialist services, such as equity participations, bond issues for corporate clients

and leveraged buy-outs.

As at the date of this Prospectus, the major competitors of the Issuer were non-specialist credit

institutions. Based on data published by the Bank of Italy in September 2011, approximately 105

other banks had branches in the Trentino-Alto Adige region, 96 of which were local co-operative

banks and, of these, two are strategic shareholders and partners of the Issuer. According to the same

source, as at September 2011, out of the 60 banks based in the Veneto region, 41 were co-operative

banks, 15 of which are shareholders of the Issuer and, out of the 59 banks based in the Emilia-

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Romagna region, 25 were co-operative banks. According to the same source, as at September 2011,

local co-operative banks had 1.559 branches in the Trentino-Alto Adige, Veneto and Emilia-Romagna

regions, amounting to 19 per cent of the aggregate number of bank branches in the three regions.

According to Bank of Italy data, as at September 2011, all bank direct funding operations in the

Trentino-Alto Adige, Veneto and Emilia-Romagna regions amounted to approximately €137.9 billion,

while indirect funding operations amounted to approximately €198.9 billion and, in aggregate,

amounted to 17.2 per cent of total funding by the Italian banking sector. As at September 2011, loans

to customers of all banks in the Trentino-Alto Adige, Veneto and Emilia-Romagna regions amounted

to €318.5 billion, of which approximately 57.3 per cent were medium to long-term loans, representing

20.8 per cent. of all loans in Italy.

The Issuer's key strategic aims and objectives, as confirmed in the financial plan for 2010-2012, are as

follows:

reinforcement of the Issuer's presence in the market, also by strengthening the commercialnetwork;

development of revenues not directly involved in fund management, focusing on the corporateand investment units;

improvement of efficiency through the implementation of a new information technology system;and

investment in the training and education of employees.

At the beginning of 2008, the Issuer's organisational structure was modified in order to:

strengthen all structures within the Equity and Corporate & Investment Banking division;

simplify the organisation; and

set up a new Compliance and Risk Management department.

The tables below set out the profits and losses and the assets of MTAA over the past 3 years:

Profit and Loss

Amount in million Euro 31 Dec. 2009 31 Dec. 2010 30 June 2011






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Balance Sheet


Cash 0 0 0

Due from banks 70.91 44.79 41.06

Loans 1,379.85 1,397.40 1,353.90


Total Assets 1,487.96 1,478.70 1,490.42


Due to banks 437.79 414.19 365.26



Total Liabilities 1487.96 1,478.70 1,490.42



R.O.E. 14.43% 14.83% 15.44%




NPLs/Loans 13.3% 13.4% 13.8%

2.12 Banca di Credito Cooperativo di Alba Langhe e Roero


Banca di Credito Cooperativo di Alba Langhe e Roero ("BCC di Alba") was created through the

incorporation into BCC di Diano D'Alba of BCC di Gallo Grinzane and BCC Vezza D’Alba. After

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this merger, the bank was named with its present name. As at December 31st 2011, the bank had


Organisation

BCC di Alba's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Felice Cerruti Chairman

Tino, Ernesto Cornaglia Vice Chairman Vicarius

Pierpaolo Stra Vice Chairman

Guido Battaglio Director

Matteo Bosco Director

Ornella Bracco Director

Raffaele Drocco Director

Margherita Fenoglio Director

Gian Franco Marengo Director

Maurizio Montagnese Director

Giulio Porzio Director

Pierluigi Rinaldi Director

Giancarlo Rista Director

Emilio Vaschetto Director

Mario Viazzi Director



Michelangelo Bonardi Chairman

Mariella Bottallo Auditor

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Maurizio Giacosa Auditor

Pezzuto Giuseppe Deputy Auditor

Vico Giuseppe Deputy Auditor


BCC di Alba is active in the areas of traditional banking as in well as in more recent and innovative


virtual network. In particular it has got a close relationship with companies, some of which belong

also to the cooperative movement, in order to provide services which could create additional value for

the customer and for the bank. The bank offers preferential rates on its loans to its shareholders which

fall under a particular category (i.e. farmers, new businesses, teenagers etc), for investment or other

purposes.


The tables below set out the profits and losses and the assets of BCC di Alba over the past 3 years:

Profit and Loss


Interest Margin 52.6 56.2 n.a.

Financial Margin 75.9 77.6 n.a.

Administrative Costs -48.8 51.8 n.a.

Extraordinary Income 7.5 5.1 n.a.

Net Income for the year 15.2 10.2 n.a.

Balance Sheet


Cash 19.2 28.2 n.a.

Due from banks 98.8 133.7 n.a.

Loans 2.343.6 2,581.3 n.a.

Bond and other securities 359.4 310.2 n.a.

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Total Assets 2,876.4 3,136.0 n.a.


Due to banks 44.3 211.8 n.a.

Securities issued 856.7 983.6 n.a.

Shareholders funds 201.2 217.9 n.a.

Total Liabilities 2,876.4 3,136.0 n.a.



R.O.E. 7.6% 4.6% n.a.



Margin

69.3% 72.5% n.a.



2.13 BCC San Giorgio Quinto e Valle Agno


“Banca San Giorgio e Valle Agno” was founded in 1896 as "Cassa Rurale di prestiti San Giorgio di

Perlena" by the priest Don Gaetano Plebs along with other thirty-one members. One purpose of these

early members was to help concretely a compact community of small landowners, tenants and other

farmers who were operating with limited economic opportunities.

Banca San Giorgio e Valle Agno”, further to approvation of the Bank of Italy and at the favorable

decisions of extraordinary shareholders’ meeting and to signature of fusion act, is completing the

merger with Banca Credito Cooperativo di Quinto Vicentino. The new name, after the merger, will be

Banca San Giorgio Quinto Valle Agno – Credito Cooperativo – Società Cooperativa” (BCC S.

Giorgio”). The merger comes into effect on January 1st 2012. As at December 31st 2011, the bank had


Organisation

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The governing bodies are represented by the Board of Directors and the Board of Auditors.

The Board of Directors consist of 15 members as indicated in the table below:

Board of Directors

Novella Ilario Chairman

Farina Roberto Vice Chairman Vicarius

Basso Loris Giuseppe Vice Chairman

Binotto Giorgio Director

Cerin Silvio Director

Costa Domenico Director

Forte Franco Director

Lorenzi Villy Director

Lorenzoni Addis Director

Michelon Paolo Director

Pavan Angelo Director

Sandini Giorgio Director

Stevan Luigi Director

Tessarollo Giovanni Director

Torresan Egidio Director



Bortoliero Raffaele Chairman

Drapelli Enzo Pietro Auditor

Sartori Tarcisio Auditor

Cimenti Fidelio Deputy Auditor

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Carlesso Maurizio Deputy Auditor


In recent years, BCC S. Giorgio has greatly increased its business of customer services, expanding the

range of products and matching more and more with the non-banking credit function. In particular, we

have close alliances with product companies and the cooperative movement and with other companies

to provide benefits that would create real added value for the customer and the Bank. In this context

the activity of today is accompanied, naturally, to customer satisfaction in a variety of needs related to

the application for credit or savings products and services. With a view to continuous improvement, in

June of 2011, the Bank has passed a revision of the Quality Certification UNI EN ISO 9001:2000

certification obtained in 2003. BCC S. Giorgio is the third in Italy and in the Veneto region the first to

achieve this important goal.


The tables below set out the profits and losses and the assets of BCC San Giorgio e Valle Agno over

the past 3 years:

Profit and Loss







Balance Sheet


Cash 3.05 3.39 3.17

Due from banks 31.74 32.26 70.45

Loans 885.18 887.06 879.91


Total Assets 984.98 1,005.46 1,076.98

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Due to banks 9.83 18.61 94.41



Total Liabilities 984.98 1,005.46 1,076.98



R.O.E. 2.14% 1.73% 2.32%



Margin 73.09% 66.57% 64.68%


NPLs/Loans 3.25% 3.86% 4.11%

2.14 Banca di San Biagio del Veneto Orientale di Cesarolo, Fossalta di Portogruaro e Pertegada


The bank was founded in 1896 as Cassa Rurale di Prestiti “S. Biagio di Fossalta di Portogruaro”.

After two mergers, the first in 1994 with “Cassa Rurale ed Artigiana di Cesarolo-Bibione” and “Cassa

Rurale ed Artigiana S. Biagio di Fossalta di Portogruaro” and the second with “Banca di Credito

Cooperativo Sud Friuli – Latisana” the bank changed its name in Banca S.Biagio del Veneto Orientale

di Cesarolo, Fossalta di Portogruaro e Pertegada – Banca di Credito Cooperativo (“BCC S. Biagio”).

As at December 31st 2011, the bank had 8,996 shareholders and 142 employees.

Organisation



Board of Directors

Anastasia Franco Chairman

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De Luca Luca Vice Chairman

Cappelletto Renzo Dante Director

Covre Giuseppe Director

Arreghini Gigliola Director

Re Paolo Director

Battiston Marco Director

Scodellaro Gianni Director

Tamai Giovanni Director

Faggion Alberto Director

Striuli Giovanni Director



Zanet Tarcisio Chairman

Bandolin Piergiorgio Auditor

Cicuto Roberto Auditor

Benatelli Mario Deputy Auditor

Cremasco Pietro Antonio Deputy Auditor


The Bank operates in the traditional sectors of banking and the main categories of products sold are as

banking, insurance, supplementary pension and financial products and related and instrumental

services. Regarding the Credit activity, the Bank grants ordinary credit facilities to individuals and

companies with short, medium and long term life, finalized the elasticity of cash, receivables or on

realization of the implementation of plans investment and restructuring. The bank, in addition,

releases surety against third parties, private, entities and also grants loans to companies in basis of

agreements with “Enti e Consorzi Fidi” or in basis of laws and regulations on regional, national and

EU level. In addition the bank offers and signing contracts for leases. In the field of Finance, the Bank

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operates, on behalf of customers, on the various domestic and foreign markets for the execution of

transactions in equities, bonds and derivatives.


Profit and Loss







Balance Sheet


Cash 3.59 3.49 3.12

Due from banks 62.67 40.02 30.08

Loans 647.30 675.51 653.72


Total Assets 797.10 790.23 789.74


Due to banks 43.70 74.18 55.72





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R.O.E. 4.89% 3.61% 3.74%



Margin 72.09% 65.41% 66.53%


NPLs/Loans 0.76% 1.17% 1.63%

2.15 BCC di Gatteo


The BCC Gatteo was founded in 1897 thanks to the determination and vision of 10 Founding Fathers,

led by Don Benedetto Bassi, with the intent to help families struggling with economic difficulties.

First as “Cassa Rurale di Prestiti”, then as “Cassa Rurale ed Artigiana” and now as “Banca di Credito

Cooperativo di Gatteo” (“BCC Gatteo”) for over 100 years does business trying to accompany the

economic and social development of the area, paying particular attention to the needs and

expectations of the families and companies that animate it.

The Bank continues to regard the satisfaction of its members as a strategic objective, continuing in

this sense the corporate policies of those who have given birth to the new reality.

The shareholders, as of December 31st, 2011 amounted to 1,815 members and the employees were 78.

Organisation



Board of Directors

Galassi Gabriele Chairman

Andreucci Guglielmo Vice Chairman

Gardini Marco Director

Grilli Pier Luigi Director

Sapigni Claudio Director

Vincenzi Massimo Director

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Vitali Francesco Director



Scarpellini Dinatella Chairman

Giorgetti Nicoletta Auditor

Togni Rino Auditor

Berlini Massimo Deputy Auditor

Gobbi Bruno Deputy Auditor


The Bank operates both on traditional and innovative banking activity, with respect to private clients

and businesses through the sales network and virtual channels, with the support and coordination of

the central services. Regarding the Credit activity, the Bank grants ordinary credit facilities to

individuals and companies with short, medium and long term life, finalized the elasticity of cash,

receivables or on realization of the implementation of plans investment and restructuring. Most

consumer credit is made through the brand “Crediper”. In the asset management, in addition to the

placement of mutual funds and asset management of the leading asset management company, the

Bank placed insurance financial products (unit-linked and index-linked).


The tables below set out the profits and losses and the assets of BCC Gatteo over the past 3 years:

Profit and Loss

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Balance Sheet


Cash 1.3 1.2 1.3


Loans 405.3 435.3 448.6


Total Assets 510.6 558.7 558.9


Due to banks 15.4 38.0 47.6






R.O.E. 2.71% 1.64% 0.77%

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Margin 75.87% 78.80% 78.76%


NPLs/Loans 1.38% 1.29% 1.26%

2.16 Cassa Rurale Bassa Vallagarina


Cassa Rurale Bassa Vallagarina Banca di Credito Cooperativo ("CR Vallagarina") was created as a

result of a merger between three cooperative banks: Cassa Rurale di Ala and Cassa Rurale e Artigiana

di Borghetto in 1980 and with Cassa Rurale di Serravalle in 1995. After this merger the bank was

named with its present name. As at December 31st 2011 the bank had 3,867 shareholders and 78

employees.

Organisation

CR Vallagarina's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Vicentini Primo Chairman

Fracchetti Ivano Vice Chairman

Armani Roberto Director

Armani Tullio Director

Azzolini Assunta Director

Bertani Franca Director

Cavagna Cecilia Director

Chizzola Armando Director

Dal Maso Giampiero Director

Debiasi Aldo Director

Scardoni Ivo Director

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Fugatti Valentino Chairman

Betta Giancarlo Auditor

Tomasoni Angelo Auditor

Maranelli Massimo Deputy Auditor

Sottoriva Claudio Deputy Auditor


CR Vallagarina is active in the areas of traditional banking as in well as in more recent and innovative





The tables below set out the profits and losses and the assets of CR Vallagarina over the past 3 years:

Profit and Loss







Balance Sheet

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Cash 3.4 3.5 3.6


Loans 422.7 440.3 428.6


Total Assets 485.1 501.4 517.7


Due to banks 0.7 0.6 30.6






R.O.E. 4.14% 5.01% 5.8%



Margin 82.62% 79.01% 79.3%


NPLs/Loans 0.96% 1.27% 3.89%

2.17 Cassa Rurale Valle dei Laghi


Cassa Rurale Valle dei Laghi Banca di Credito Cooperativo – Società Cooperativa (“CR Valle dei

Laghi”) was created as a result of various merger among local banks. After the final merger between

Cassa Rurale della Valle dei Laghi with Cassa Rurale Calavino, Cassa Rurale Santa Massenza and

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Cassa Rurale Cavedine of May 1999, the bank took its current name “Cassa Rurale della Valle dei

Laghi – Banca di Credito Cooperativo".

There were a constant market increase in the number of shareholders in the past years. As at

December 31st 2011 the bank had 3,851 shareholders and 58 employees.

Organisation

CR Valle dei Laghi's operational structure is made up of a Board of Directors and a Board of Statutory


Bord of Director

Pisoni Elio Chairman

Pedrotti Patrizia Vice-Chairman

Biasiolli Agnese Director

Cappelletti Luigi Director

Sommadossi Matteo Director

Bressan Daria Director

Pisoni Lorenzo Director

Pedrotti Clara Director

Verones Mauro Director



Paissan Rosina Chairman

Pegoretti Giulia Auditor

Faes Enrico Auditor

Dallape’ Stefania Deputy Auditor

Baldessari Graziano Deputy Auditor

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In recent years CR Valle dei Laghi has significantly increased the services it offers to its customers,




the bank.


The tables below set out the profits and losses and the assets of CR Valle dei Laghi over the past 3

years:

Profit and Loss







Balance Sheet


Cash 2 2 2


Loans 314 331 330



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Due to banks 1 1 7






R.O.E. 2.96% 5.65% 3%



Margin 80.07% 76.22% 77.34%

Shareholders funds/Loans 14% 14% 14%

NPLs/Loans 0.61% 1.21% 1.24%

2.18 Cassa Rurale Val di Fassa Agordino


Cassa Rurale Val di Fassa e Agordino ("CR Val di Fassa") was created as a result of a merger

between two cooperative banks: Cassa Rurale di Moena and Cassa Rurale Campitello e Canazei in

2003. After this merger the bank was named with its present name. As at December 31st 2011 the bank

had 3,498 shareholders and 77 employees.

Organisation

CR Val di Fassa's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Vadagnini Carlo Chairman

Debertol Osvaldo Vice Chairman Vicarius

Serafini Piergiorgio Vice Chairman

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Anesi Marco Director

Bernard Aldo Director

Dellantonio Emilio Director

Deluca Giorgio Director

Ruffinella Massimo Director

Felicetti Luigina Director

Delladio Giovanni Battista Director

Ghetta Gualtiero Director

Pollam Pierluigi Director

Secchi Tullio Director

Sommariva Livio Director

Lazzer Giuseppe Director

Micheluzzi RenatoDirector

Valentini Giuseppe Tullio Director



Cassol Gabriele Chairman

Rizzi Teresa Auditor

Zanoner Nicola Auditor

Boschetto Adriano Deputy Auditor

Serafini Ornella Deputy Auditor


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CR Val di Fassa is active in the areas of traditional banking as in well as in more recent and innovative





The tables below set out the profits and losses and the assets of CR Val di Fassa over the past 3 years:

Profit and Loss






Net Income for the year 1 1 1.5

Balance Sheet


Cash 7 7 6


Loans 356 369 364







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R.O.E. 2.63% 2.63% n.a.



Margin 77.47% 71.22% 73.09%


NPLs/Loans 0.55% 0.51% 0.61%

2.19 Cassa Rurale Alta ValdiSole e Pejo


Cassa Rurale Alta Valdisole e Pejo was created in 2011 of a merger of three cooperative banks

operating in “Val di Sole”: Cassa Rurale Centro ValdiSole, Cassa Rurale di Vermiglio and Cassa

Rurale Peio e Ossana. After this merger the bank was named with its present name: Cassa Rurale Alta

ValdiSole e Peio (“CR Alta Valdisole”).

The number of shareholders has grown considerably over the last year as 2,468 at 31 December 2010

to 3,045 at December 31st 2011.

Organisation

CR Alta ValdiSole’s operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Albasini Maurizio Chairman

Aimi Ginetta Vice Chairman

Vicarius

Magnini Lodovico Vice Chairman

Boni Marco Director

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Chiesa Flavio Director

Callegari Gianmarco Director

Bezzi Carlo Director

Tomaselli Fabrizio Director

Caserotti Cristian Director

Longhi Mauro Director

Mosconi Denise Director

Penasa Alberto Director

Lazzaroni Andrea Director

Pedergnana Vito Director



Slucca Mario Chairman

Brusaferri Attilio Auditor

Panizza Elisa Auditor

Dallatorre Giannetto Deputy Auditor

Pedergnana Pierluigi Deputy Auditor


In recent years CR Alta ValdiSole has significantly increased the services it offers to its customers,




the bank.


The tables below set out the profits and losses and the assets of CR Alta ValdiSole over the past 3

years:

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Profit and Loss







Balance Sheet


Cash 6.01 6.68 6.44

Due from banks 25.76 16.25 12.09

Loans 270.17 280.26 281.63


Total Assets 336.83 342.57 335.46


Due to banks 0.36 0.41 10.41






R.O.E. 1.63% 4.84% 4.43%


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Margin 82.79% 79.09% 80.18%


NPLs/Loans 3.22% 3.63% 3.83%

2.20 Cassa Rurale Tuenno Val di Non


Cassa Rurale Tuenno Val di Non ("CR Tuenno") was created as a result of a merger between three

cooperative banks: Cassa Rurale di Flavon, Cassa Rurale di Campodenno and Cassa Rurale delle

Maddalene. After this merger the bank was named with its present name: Cassa Rurale Tuenno Val di

Non – Banca di Credito Cooperativo.

As at December 31st 2011 the bank had 3,920 shareholders and 75 employees.

Organisation

CR Tuenno Val di Non's operational structure is made up of a Board of Directors and a Board of


Board of Directors

Cristoforetti Luigi Chairman

Gasperetti Giovanni Vice Chairman

Mucchi Silvio Director

Pinamonti Marco Director

De Poda Fabrizio Director

Menapace Ermanno Director

Pianomonti Giorgio Director

Slanzi Rodolfo Director

Fondriest Adriano Director

Giovannini Sergio Director

Franzoi Enzo Director

Biada Marco Director

Conter Flavio Director

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Martinelli Claudio Director



Barbacovi Giorgio Chairman

Miclet Arnaldo Auditor

Gentil Patrizia Auditor

Branz Sergio Deputy Auditor

Quaresima Giulio Deputy Auditor


CR Tuenno Val di Non is active in the areas of traditional banking as in well as in more recent and

innovative banking areas with regards both private customers and businesses via its commercial


fall under a particular category (i.e. farmers, new businesses, teenagers etc) for investment or other

purposes.


The tables below set out the profits and losses and the assets of CR Tuenno Val di Non over the past 3

years:

Profit and Loss

Amount in milion Euro 31 Dec. 2009 31 Dec. 2010 30 Jun 2011






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Balance Sheet


Cash 2 2 2


Loans 401 418 423




Due to banks 9 10 9





Ratios (%) 31 Dec. 2009 31 Dec. 2010 30 Jun 2011

R.O.E. 3.35% 2.79% 1.18%



Margin 75.93% 71.92% 78.03%


NPLs/Loans 1.11% 1.47% 2.24%

2.21 Banca di Credito Cooperativo di Pianfei e Rocca de’ Baldi


Banca di Credito Cooperativo di Pianfei e Rocca de’ Baldi ("BCC Pianfei") was created as a result of

a merger between two cooperative banks: Cassa Rurale ed Artigiana di Pianfei and Cassa Rurale e

Artigiana di Rocca de’ Baldi in January 1996. After this merger, the bank was named with its present

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name. As at December 31st 2011, the bank had 5,531 shareholders and 84 employees.

Organisation

BCC Pianfei's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Blangetti Paolo Chairman

Carlevarino Giovanni Vice-Chairman

Salvagno Giovanni Director

Bagnasco Federica Director

Massimino Oreste Director

Tarditi Marco Director

Garelli Alberto Director

Longo Fabrizio Director

Tassone Lorenzo Director



Cuminetti Elio Chairman

Cardone Gian Mauro Auditor

Quaglia Vincenzo Auditor

Allocco Antonello Deputy Auditor

Rabbia Alberto Deputy Auditor


BCC Pianfei is active in the areas of traditional banking as in well as in more recent and innovative



particular category (i.e. farmers, new businesses, teenagers etc), for investment or other purposes.


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The tables below set out the profits and losses and the assets of BCC Pianfei over the past 3 years:

Profit and Loss






Net Income for the year 1,121 161 300

Balance Sheet


Cash 2,807 2,173 1,922

Due from banks 24,852 24,905 10,768

Loans 252,143 297,800 316,500


Total Assets 373,606 386,410 424,000


Due to banks 508 4,460 67,732






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R.O.E. 3.4% 0.5% 1.0%

Net Income/Financial Margin 11% 2% 2%


Margin

70% 70% 71%


NPLs/Loans 0.57% 0.76% 0.90%

2.22 Banca di Credito Cooperativo di Sala di Cesenatico


Banca di Credito Cooperativo di Sala di Cesenatico (“BCC di Sala”) was founded in 1903. During

the last 110 years the bank has grown a lot, increasing the number of employees and of branches. As

at December 31st 2011 BCC di Sala had 1,363 shareholders, 79 employees and 9 branches.

Organisation

BCC di Sala's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Vincenzi Patrizio Chairman

Del Vecchio Gianluca Vice-Chairman

Camporeale Barbara Director

Ghiselli Enrico Director

Maraldi Elmo Director

Sirri Giampaolo Director

Tappi Gianluca Director



Battisini Maurizio Chairman

Poni Daniele Auditor

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Zavagli Gianluca Auditor

Cangini Ivan Deputy Auditor

Giorgetti Nicola Deputy Auditor


The main goal of BCC di Sala is to increase its deposits and to offer credit in all its various forms. The

bank engages also in the following activities: advances of loans, discounted transactions, and the

provision of mortgages. The organization through careful management of resources had as its

objective the help people facing economic difficulties that cannot feed their families, avoiding the

need to incurring in the “usura” phenomenon. The agreement was based on the certainty that the

support and mutual trust would preserve the dignity and the self respect of the single individual, in

this way benefit of development of the whole community.


The tables below set out the profits and losses and the assets of BCC di Sala over the past 3 years:

Profit and Loss





Extraordinary Income 1,270 953 466


Balance Sheet


Cash 1,260 1,245 1,197

Due from banks 19,531 23,378 31,906

Loans 338,559 380,756 375,343


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Total Assets 423,081 486,456 494,013


Due to banks 12,095 48,077 48,472






R.O.E. 4.56% 5.85% 2.58%



Margin

76.54% 74.47% 71.91%


NPLs/Loans 0.71% 0.67% 0.71%

2.23 Banca Santo Stefano Credito Cooperativo Martellago - Venezia


On February 10th, 1963 was established “Cassa Rurale ed Artigiana Santo Stefano” in order to

improve the living conditions of local people, then largely devoted to agriculture, but also to be

support for economic growth in the area.

In 2005 the logo and the official name of the Bank changed becoming “Banca Santo Stefano – Credito

Cooperativo Martellago - Venezia” (“BCC S. Stefano”). The Bank considers the satisfaction of its

members as a strategic objective, in this context has to be considered the continuing growth in the

number of economic benefits and social initiatives that the Bank reserves to its members.

The shareholders, as of December 31st, 2011 amounted to 2,371 members while the number of

employees is equal to 168 at the same date.

Organisation

BCC S. Stefano's operational structure is made up of a Board of Directors and a Board of Statutory


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Board of Directors

Onorato Zanata Chairman

Giorgio Cerello Director

Pietro Meneghetti Director

Marco Michieletto Director

Guerrino Pattarello Director

Loris Pavanello Director

Silvia Tasso Director

Emanuele Lazzaro Director

Coghetto Federica Director



Alessandro Bonzio Chairman

Renato Michieletto Auditor

Giuseppe Spada Auditor

Alessandro Bares Deputy Auditor

Paolo Parolin Deputy Auditor


The Bank operates in the traditional sectors of banking, to customers and retail business, through the

sales network and virtual channels, with the support and coordination of the central services.

Regarding the Credit activity, the Bank can intervene by supporting private customers or companies,

preferably SMEs with “technical forms” (“Forme Tecniche”) used by the banking system, both in the

short medium and long term. The Bank shall issue and placement at the customer's own traditional

and structured bonds.


The tables below set out the profits and losses and the assets of BCC S. Stefano over the past 3 years:

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Profit and Loss




Administrative Costs (17,115) (19,469) (10,032)

Extraordinary Income -- -- --


Balance Sheet


Cash 3,865 3,958 3,481

Due from banks 32,340 26,659 40,991

Loans 626,535 703,430 733,294


Total Assets 774,922 851,523 897,732


Due to banks 27,960 46,109 51,870






R.O.E. 6.09% 4.04% 4.30%


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Margin

83.77% 69.60% 62.23%


NPLs/Loans 0.77% 1.16% 1.29%

2.24 Banca di Romano e Santa Caterina Credito Cooperativo (VI)


Banca di Romano e S. Caterina - Credito Cooperativo (“BCC Romano”) has been formed by the

merger in 1995 between “Cassa Rurale e Artigiana di Santa Caterina di Lusiana” (founded in 1983)

and “Cassa Rurale e Artigiana di Romano d’Ezzelino” (founded in 1983).

The merger was the final step of a business plan that was the result of the commonality of the

strategies of the individual BCC participating in the merger. BCC Romano continues to regard the

satisfaction of its members as a strategic objective, continuing in this sense the corporate policies of

those who have given birth to the new reality.

The shareholders, as of December 31st, 2011 amounted to 2,891 members. The employees are 94.

Organisation

BCC Romano's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Martini Umberto Chairman

Zen Onorio Vice-Chairman Vicarius

Cortese Rudy Vice-Chairman

Farronato Alessandra Renata Director

Novello Piergilio Director

Bertacco Lorenzo Director

Ronzani Nereo Director

Zanella Silvano Director

Eger Gino Director


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Todesco dott. Plinio Chairman

Marin Margherita Auditor

Peserico Clemente Auditor

Scettro Gianni Deputy Auditor

Stefani Maurizia Deputy Auditor






receivables or on realization of the implementation of plans investment and restructuring.

In the field of Finance, the Bank operates, on behalf of customers, on the various domestic and

foreign markets for the execution of transactions in equities, bonds and derivatives.


The tables below set out the profits and losses and the assets of BCC Romano over the past 3 years:

Profit and Loss




Administrative Costs -10,565 -10,214 -5,143



Balance Sheet


Cash 2,145 2,397 2,318

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Due from banks 9,745 15,681 12,064

Loans 338,461 349,792 357,113


Total Assets 414,462 425,510 426,075


Due to banks 5,594 1,476 1,047






R.O.E. 1.29% 2.12% 2.95%



Margin

68.15% 67.33% 67.40%


NPLs/Loans 1.78% 2.51% 2.82%

2.25 Cassa Rurale Giudicarie Valsabbia Paganella Banca di Credito Cooperativo


“Cassa Rurale Giudicarie Valsabbia Paganella Banca di Credito Cooperativo” (“CR Giudicarie”) has

been formed by the merger in 2003 between “Cassa Rurale di Darzo e Lodrone” (founded in 1902)

and “Cassa Rurale Giudicarie e Paganella” (founded in 1895). After this merger, the bank was named

with its present name. As at December 31st 2011, the bank had 7,171 shareholders and 123 employees.

Organisation

CR Giudicarie's operational structure is made up of a Board of Directors and a Board of Statutory

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Board of Directors

Martinell Bruno Chairman

Beltrami Giuliano Vice-Chairman Vicarius

Armanini Andrea Director

Fusi Cristian Director

Martinelli Luca Director

Giordani Donato Director

Rocca Rino Director

Paterlini Oscar Director

Rigotti Sandro Director

Zambelli Silvia Director

Zanetti Ilario Director

Bottamedi Pierluigi Director



Richiedei Gianlorenzo Chairman

Toscana Sergio Auditor

Leali Francesco Auditor

Avi Mario Deputy Auditor

Valzelli Elsabetta Deputy Auditor





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The tables below set out the profits and losses and the assets of CR Giudicarie over the past 3 years:

Profit and Loss


Interest Margin 16,041,00 16,018,00 n.a.

Financial Margin 18,754,00 20,835,00 n.a.

Administrative Costs 13,689,00 14,009,00 n.a.

Extraordinary Income 1,279,00 1,189,00 n.a.

Net Income for the year 1,615,00 2,823,00 n.a.

Balance Sheet


Cash 5,500 6,176 n.a.

Due from banks 37,196 26,586 n.a.

Loans 647,023 679,723 n.a.

Bond and other securities 58,519 60,522 n.a.

Total Assets 768,209 791,941 n.a.


Due to banks 13,766 14,495 n.a.

Securities issued 352,057 349,453 n.a.

Shareholders funds 55,558 55,709 n.a.

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Total Liabilities 768,209 791,941 n.a.



R.O.E. 2.91% 5.07% n.a.



Margin

85.53% 76.88% n.a.



2.26 Cassa Rurale di Bolzano - Raiffeisenkasse Bozen


Cassa Rurale di Bolzano (“CR Bolzano”) was founded in 1897. During the last 115 years the bank

has grown a lot, increasing the number of employees and of branches. As at December 31st 2011 CR

Bolzano had 2,012 shareholders, 98 employees and 13 branches.

Organisation

CR Bolzano's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Hansjörg Riegler Chairman

Elke Gruber Vice-Chairman

Alber Aster Director

Andreas Barchetti Director

Andreas Berger Director

Alexander Gasser Director

Roland Pernthaler Director

Enrico Piccoli Director

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Karl Wenter Director



Walter Seidner Chairman

Christian Leitgeb Auditor

Georg Mayr Auditor

Marco Magri Deputy Auditor

Klaus Kemenater Deputy Auditor










The tables below set out the profits and losses and the assets of CR Bolzano over the past 3 years:

Profit and Loss


Interest Margin 14,193 13,504 15,206





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Balance Sheet


Cash 3,229 3532 3,494

Due from banks 39,460 44,243 43,368

Loans 529,632 576,503 599,096


Total Assets 642,377 685,444 707,323


Due to banks 10,055 22,612 36,677






R.O.E. 7.64% 6.17% 5.83%



Margin

75.8% 76.2% 80.9%


NPLs/Loans 1.99% 1.18% 1.74%

2.27 Cassa Rurale di Trento Banca di Credito Cooperativo


Cassa Rurale di Trento Banca di Credito Cooperativo (“CR Trento”) has been formed by the merger,

at the end of 2000, between “Cassa Rurale di Povo e Vigo Cortesano” and “Cassa Rurale di

Villazzano e Trento”. The merger was the final step of a business plan that was the result of the

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commonality of the strategies of the individual CR participating in the merger. CR Trento continues to

regard the satisfaction of its members as a strategic objective, continuing in this sense the corporate

policies of those who have given birth to the new reality. The shareholders, as of December 31st, 2011

amounted to 11,836 members. The employees are 228.

Organisation

CR Trento's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Fracalossi Giorgio Chairman

Dallaserra Renzo Vice-Chairman Vicarius

Segata Corrado Vice-Chairman

Berloffa Massimo Director

Ciola Barbara Director

Degasperi Giulia Director

Gozzer Franco Director

Gramegna Rossana Director

Grisenti Dario Director

Occello Massimo Director

Postal Roberto Director

Sandri Mariangela Director

Stenico Italo Director

Tapparelli Matteo Director

Tomasi Massimo Director



Sassudelli Wilma Chairman

Dallachiesa Romeo Auditor

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Rizzoli Lorenzo Auditor










The tables below set out the profits and losses and the assets of CR Trento over the past 3 years:

Profit and Loss







Balance Sheet


Cash 7.8 6.8 7.7

Due from banks 123.7 44.4 108.6

Loans 1,026.2 1,012.4 1,023.5


Total Assets 1,486.0 1,406.7 1,466.2

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Due to banks 2.3 2.7 144.2



Total Liabilities 1,486.0 1,406.7 1,466.2



R.O.E. 3.52% 4.11% 5.16%



Margin

68.01% 76.10% 76.00%


NPLs/Loans 1.84% 2.77% 2.71%

2.28 Banca di Caraglio del Cuneese e della Riviera dei Fiori Credito Cooperativo


Banca di Caraglio del Cuneese e della Riviera dei Fiori Credito Cooperativo (“BCC Caraglio”) has

been formed by the merger in 2000 between “Cassa Rurale e Artigiana di Caraglio” (founded in 1892)

and “BCC di Camporosso e Cuneese”. The merger was the final step of a business plan that was the

result of the commonality of the strategies of the individual BCC participating in the merger. BCC

Caraglio continues to regard the satisfaction of its members as a strategic objective, continuing in this

sense the corporate policies of those who have given birth to the new reality.

The shareholders, as of December 31st, 2011 amounted to 8,164 members. The employees are 183.

Organisation

BCC Caraglio's operational structure is made up of a Board of Directors and a Board of Statutory


Board of Directors

Mario Barale Chairman

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Flavio Arnaud Vice-Chairman Vicarius

Livio Ugues Vice-Chairman

Davide Brignone Director

Felice Bruno Director

Graziano Colombo Director

Lorenzo Durando Director

Dario Giordano Director

Pietro Mondino Director

Livio Tomatis Director



Stefano Beltritti Chairman

Luca Marani Auditor

Domenico Parola Auditor

Paolo Bressy Deputy Auditor

Aurelia Isoardi Deputy Auditor










The tables below set out the profits and losses and the assets of BCC Caraglio over the past 3 years:

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Profit and Loss

Amount in Euro 31 Dec. 2009 31 Dec. 2010 30 Dec. 2011

Interest Margin 16,994,473 19,653,822 21,502,375

Financial Margin 21,704,650 22,707,000 23,236,018

Administrative Costs 7,304,198 8,037,612 9,066,575

Extraordinary Income 1,495,685 1,813,225 2,272,382

Net Income for the year 4,714,713 2,899,024 511,581

Balance Sheet


Cash 2,649,820 3,147,347 3,459,446

Due from banks 55,979,031 47,290,091 50,411,861

Loans 702,834,133 806,971,145 840,546,629

Bond and other securities 161,017,022 169,663,953 176,303,465

Total Assets 938,071,353 1,045,410,358 1,094,477,079


Due to banks 746,271 26,205,745 81,054,047

Securities issued 366,375,297 386,971,350 361,794,332

Shareholders funds 83,268,568 83,447,734 78,311,602

Total Liabilities 938,071,353 1,045,410,358 1,094,477,079



R.O.E. 6.00% 3.60% 0.65%


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Margin

71.51% 72.21% 75.99%


NPLs/Loans 0.65% 1.11% 1.10%

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COMPLIANCE WITH ARTICLE 122A OF THE CRD

Each of the Originators has undertaken in the Intercreditor Agreement to the Issuer, the Noteholders(and to the Representative of the Noteholders on behalf of the Noteholders) and to each otherOriginator that it will (i) retain, on an ongoing basis, a material net economic interest in theTransaction of not less than 5% (calculated for each Originator with respect to the Claims comprisedin the relevant Portfolios which have been transferred to the Issuer) as referred to in article 122a(1)(d)of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same maybe amended from time to time (the "Capital Requirements Directive" or the "CRD"), and (ii)(a)comply with the requirements from time to time applicable to originators set forth in Article 122a ofthe Capital Requirements Directive and (b) provide (or cause to be provided) all information toNoteholders that is required to enable Noteholders to comply with Article 122a of the CapitalRequirements Directive.

In particular, the Originators have undertaken that any of such information:

(a) on the Issue Date, will be included in the following sections of the Prospectus "The Portfolios","Risk Factors", "Overview of the Transaction", "Collection Policy and Recovery Procedures","Description of the Servicing and the Back-up Servicing Agreement"; and

(b) following the Issue Date, on a semi-annual basis, will:

(i) on each Investors' Report Date, be included in the Investor's Report issued by theComputation Agent, which will (a) contain, inter alia, (i) statistics on prepayments,Delinquent Claims, Defaulted Claims, Late Payments 30 Claims, Late Payments 60Claims and Late Payments 90 Claims; (ii) details relating to repurchases of Claims byeach Servicer pursuant to the terms of the Servicing Agreement, (iii) details (provided,where relevant by the Computation Agent) with respect to the Interest Rate, InterestAmount, Principal Amount Outstanding of the Notes, principal payments on the Notesand other payments made by the Issuer, and (iv) information on the material neteconomic interest (of at least 5% calculated for each Originator with respect to theClaims comprise in the relevant Portfolio which have been transferred to the Issuer) inthe Transaction maintained by the Originators in accordance with option (d) of Article122a of the CRD or any permitted alternative method thereafter; (b) be generallyavailable to the Noteholders and prospective investors at the offices of the PrincipalPaying Agent and the Irish Listing Agent and on the Computation Agent’s web sitecurrently located on https://tss.sfs.db.com/investpublic/ (for the avoidance of doubt, suchwebsite does not constitute part of the Prospectus).

(ii) with reference to loan by loan information regarding each Loan included in thePortfolios, be made available by each of the Originators, upon request;

(iii) with reference to the further information which from time to time may be deemednecessary under Article 122a of the CRD in accordance with the market practice and notcovered under points (i) and (ii) above, will be each of provided, upon request, by theOriginators.

Finally, under the Intercreditor Agreement the Originators have undertaken that the retentionrequirement is not to be subject to any credit risk mitigation, any short position or any other hedge,within the limits of Article 122a of the CRD.

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THE OPERATING BANK AND BACK-UP SERVICER

Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.

1 General Description

Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. ("Cassa Centrale"), is a bankoperating in the form of a joint stock company (società per azioni) with registered office at viaSegantini 5, 38122 Trento, Italy, with register No. 4813.2 banks' register held by the Bank of Italypursuant to article 13 of the Banking Act. Its share capital is € 140,400,000.00 fully paid in.

Cassa Centrale, was established in 1898 by a churchman, Don Lorenzo Guetti, under the name of"Banco di S.Vigilio" (S.Vigilio being the patron saint of Trento).

The main purpose of the Cassa Centrale was primarily to co-ordinate the different policies of theindividual Casse Rurali, to invest properly excess of available funds and to lend money to the CasseRurali in case of need. All the 136 Casse Rurali existing at that time were founder-members andholders of the entire nominal capital of the newly established "Banco di S.Vigilio". (Nowadays,because of several mergers over time, the number of Casse Rurali in Trento has reduced to 49).

The actual "Cassa Centrale" dates back at 1974 when, through various successive steps, it extended itsoperations to neighbouring regions Veneto and Friuli Venezia Giulia, assuming since 2007 the new"brand" of Cassa Centrale Banca – Credito Cooperativo del Nord Est Spa. As of 26 June 2007, itsshare capital was held by Centrale Finanziaria del Nord Est (68,24 %), DZ Bank AG (25,00 %) andthe residual by Casse Rurali Trentine, BCC of Veneto and Friuli Venezia Giulia, Provincia Autonomaof Trento (4,96 %) and Second Degree Consortia.

According to its current corporate purpose ("oggetto sociale"), Cassa Centrale "accompanies andstimulates the growth of the local economy constantly providing the co-operative movement with thenecessary liquidity, services, financial and technical assistance (know-how), advice and professionaltraining, performing a range of activities on behalf of the BCCs".

"Subsidiarity" is the basic principle upon which the entire activity of Cassa Centrale is based; it meansthat each individual "Cassa Rurale" or BCC manages all banking transactions autonomously, andCassa Centrale intervenes only when the Cassa Rurale or BCC is not in a position to operate.

Then it appears clearly that the main mission of Cassa Centrale is to support the operations of itsshareholders, by supplying prompt and modern services, in order to let them easily face the strongcompetition of the other banks. Cassa Centrale trades in all financial instruments (equities, bonds andderivatives) on the Milan Stock Exchange and OTC. Since 2004, Cassa Centrale has been awarded"Den Norske Veritas" quality certificate ISO 9001:2000 for design, provision and assistance forservices related to payment systems, the international division and treasury services for publicauthorities.

2 Internal Organisation

Cassa Centrale had 182 employees as of 31 December 2011

Board of Directors

Mr. Giorgio Fracalossi - ChairmanMr. Luigi Cristoforetti - deputy ChairmanMr. Fabrizio Gastaldo - deputy ChairmanMr. Sergio Stancich - deputy Chairman

Directors

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Mr. Luigi BaldoMr. Girolamo Da DaltoMr. Diego EccherMr. Lars HilleMr. Paolo MaregaMr. Umberto MartiniMr. Giorgio MelchioriMr. Gilberto NoaccoMr. Claudio RamspergerMr. Franco SenesiMr. Goffredo Zanon

The board of statutory auditors of Cassa Centrale:

Mr. Antonio Maffei - ChairmanMr. Marco Dell’Eva Sindaco - AuditorMr. Maugeri Claudio- AuditorMr. Luciano Braito - deputy AuditorMr. Diego Vichi - deputy Auditor

3 Cassa Centrale as Back-up Servicer

Cassa Centrale will act in the transaction as Back up Servicer.

The servicing capability of Cassa Centrale, in terms of available dedicated resources and IT systems,is such high that it can absorb a significant increase of activity: the excess capacity currently availablewould allow Cassa Centrale to service a portfolio which would be three times the portfolio currentlymanaged, without any significant and structural changes.

Cassa Centrale acts as backup servicer in four transactions, the first-one being BCC Mortgages plc forall mortgage portfolios sold to the SPV named Cassa Centrale Finance S.r.l.

As mentioned above, Cassa Centrale has been certified ISO 9001:2000 for its payment services and,since beginning of April 2007, all rural banks and cooperative credit banks using these services arerecognized as being also certified.

4 Financial Highlights

The tables below set out the profits and losses and the assets of Cassa Centrale over the past 3 years:


Interest Margin 24.126 17.601 15.366



Extraordinary Income - - -


Balance Sheet

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Cash 162.095 96.812 295.447

Due from banks 687.552 1.356.127 3.483.070

Loans 681.652 693.616 708.741


Total Assets 1.970.116 2.570.082 5.447.481


Due to banks 1.319.232 1.790.058 4.615.771


Deposits from customers 194.498 232.577 291.512


Total Liabilities 1.970.116 2.570.082 5.447.481



R.O.E. 7,45 6,77 4,20

Net Income/Financial Margin 28,31 26,36 18,61

Interest Margin/FinancialMargin

45,75 34,27 34,86

Shareholders funds/Loans 20,60 20,24 19,81

NPLs/Loans 3,23 3,75 5,84

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THE SWAP COUNTERPARTY

J.P. Morgan Securities plc

J.P. Morgan Securities plc (the "Swap Counterparty") is incorporated in England and Wales andis authorised and regulated by the Financial Services Authority. The Swap Counterparty became anEU credit institution on 1 July 2011.

J.P. Morgan Securities plc was previously named J.P. Morgan Securities Ltd. On 6 July 2012, J.P.Morgan Securities Ltd. was re-registered as a public company and its name was changed to J.P.Morgan Securities plc. In addition, its registered office was changed from 125 London Wall,London EC2Y 5AJ to 25 Bank Street, Canary Wharf, London E14 5JP.

The Swap Counterparty’s immediate parent undertaking is J.P. Morgan Chase InternationalHoldings, incorporated in England and Wales. The Swap Counterparty’s ultimate parentundertaking is JPMorgan Chase & Co., a Delaware corporation whose principal office is located inNew York, New York. The parent undertaking of the smallest group in which the Company'sresults are consolidated is J.P. Morgan Capital Holdings Limited, incorporated in England andWales.

The Swap Counterparty’s primary activities are underwriting Eurobonds, equities and othersecurities, arranging private placements of debt and convertible securities, trading in debt andequity securities, swaps and derivative marketing, providing investment banking advisory andprimary brokerage and clearing services for exchange traded futures and options contracts. TheSwap Counterparty has branches in Frankfurt, Paris, Milan, Zurich, Madrid and Stockholm and isa member of many futures and equity exchanges including the London Stock Exchange.

The obligations of the Swap Counterparty under the Interest Rate Swap Agreement are guaranteedby JPMorgan Chase Bank, N.A. pursuant to a guarantee dated on or about the date of thisProspectus.

The information contained in this section of this Prospectus relates to and has been obtained fromthe Swap Counterparty. The delivery of this Prospectus shall not create any implication that therehas been no change in the affairs of the Swap Counterparty since the date hereof, or that theinformation contained or referred to in this section of this Prospectus is correct as of any timesubsequent to its date.

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THE SWAP GUARANTOR

JPMorgan Chase Bank, N.A.

JPMorgan Chase Bank, N.A. (the "Swap Guarantor") is a wholly owned bank subsidiary ofJPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, NewYork. The Bank offers a wide range of banking services to its customers, both domestically andinternationally. It is chartered and its business is subject to examination and regulation by the Officeof the Comptroller of the Currency.

As of 31 March 2012, JPMorgan Chase Bank, N.A., had total assets of $1,842.7 billion, total net loansof $584.6 billion, total deposits of $1,188.5 billion, and total stockholder's equity of $134.3 billion.These figures are extracted from the Swap Guarantor's unaudited Consolidated Reports of Conditionand Income (the “Call Report”) as of 31 March 2012, prepared in accordance with regulatoryinstructions that do not in all cases follow U.S. generally accepted accounting principles, which arefiled with the Federal Deposit Insurance Corporation. The Call Report, including any update to theabove quarterly figures, can be found at www.fdic.gov (for the avoidance of doubt, such website doesnot constitute part of this Prospectus).

Additional information, including the most recent annual report on Form 10-K for the year ended 31December 2011, of JPMorgan Chase & Co., the 2011 Annual Report of JPMorgan Chase & Co., andadditional annual, quarterly and current reports filed with or furnished to the Securities and ExchangeCommission (the SEC) by JPMorgan Chase & Co., as they become available, may be obtainedwithout charge by each person to whom this Prospectus is delivered upon the written request of anysuch person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, NewYork 10017 or at the SEC's website at www.sec.gov (for the avoidance of doubt, such website doesnot constitute part of this Prospectus).

The information contained in this section of this Prospectus relates to and has been obtained from theSwap Guarantor. The delivery of this Prospectus shall not create any implication that there has beenno change in the affairs of the Swap Guarantor since the date hereof, or that the informationcontained or referred to in this section of this Prospectus is correct as of any time subsequent to itsdate.

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THE CASH MANAGER, THE ENGLISH TRANSACTION BANK, THE AGENT BANK AND

THE COMPUTATION AGENT AND THE TRANSACTION BANK AND THE ITALIAN

PAYING AGENT

Deutsche Bank AG, London Branch ("Deutsche Bank, London") and Deutsche Bank S.p.A.("Deutsche Bank, Milan") shall act respectively as (i) Cash Manager, English Transaction Bank andAgent Bank and (ii) Transaction Bank, Computation Agent and Italian Paying Agent pursuant to theCash Administration and Agency Agreement.

Deutsche Bank Aktiengesellschaft ("Deutsche Bank AG" or the "Bank") originated from thereunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische BankAktiengesellschaft, Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to theLaw on the Regional Scope of Credit Institutions, these had been disincorporated in 1952 fromDeutsche Bank which was founded in 1870. The merger and the name were entered in theCommercial Register of the District Court Frankfurt am Main on 2 May 1957. Deutsche Bank is abanking institution and a stock corporation incorporated under the laws of Germany under registrationnumber HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany. It maintainsits head office at Theodor-Heuss-Allee 70, 60486 Frankfurt am Main and branch offices in Germanyand abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office inSingapore which serve as hubs for its operations in the respective regions.

Deutsche Bank AG is the parent company of a group consisting of banks, capital market companies,fund management companies, a real estate finance company, instalment financing companies, researchand consultancy companies and other domestic and foreign companies (the "Deutsche BankGroup").

The objects of Deutsche Bank AG, as laid down in its Articles of Association, include the transactionof all kinds of banking business, the provision of financial and other services and the promotion ofinternational economic relations. The Bank may realise these objectives itself or through subsidiariesand affiliated companies. To the extent permitted by law, the Bank is entitled to transact all businessand to take all steps which appear likely to promote the objectives of the Bank, in particular: toacquire and dispose of real estate, to establish branches at home and abroad, to acquire, administerand dispose of participations in other enterprises, and to conclude company-transfer agreements.

As of 31 March 2012, Deutsche Bank AG issued share capital amounted to 2,379,519,078.40consisting of 929,499,640 ordinary shares without par value. The shares are fully paid up and inregistered form. The shares are listed for trading and official quotation on all the German StockExchanges. They are also listed on the New York Stock Exchange. The consolidated financialstatements for the fiscal years starting 1 January 2007 are prepared in compliance with InternationalFinancial Reporting Standards (IFRS). As of 31 March 2012, Deutsche Bank Group had total assets of2,103,295 million, total liabilities of 2,047,490 million and total equity of 55,805 million on the basisof IFRS (unaudited).

Deutsche Bank AG’s long-term senior debt has been assigned a rating of A+ (outlook negative) byStandard & Poor's, Aa3 (under review for downgrade) by Moody's Investors Service and A+ (outlookstable) by Fitch Ratings.

"Deutsche Bank S.p.A." ("Deutsche Bank, Milan") is a bank incorporated as a joint stock company(società per azioni) organised under the laws of the Republic of Italy. It is registered with thecompanies’ register of Milan under No. 01340740156 and registered with the register of banks (albodelle banche) held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 3104.7.Deutsche Bank S.p.A. belongs to the Gruppo Deutsche Bank registered with the register of bankinggroups held by the Bank of Italy pursuant to article 64 of the Banking Act under No. 3104.7 and itsregistered office is situated at Piazza del Calendario 3, 20126 Milan, Italy.

"Deutsche Bank AG London" is the London branch of Deutsche Bank AG. On 12 January 1973,Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of

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the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993,Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established abranch (Registration No. BR000005) in England and Wales. Deutsche Bank AG London is anauthorized person for the purposes of section 19 of the Financial Services and Markets Act 2000. Inthe United Kingdom, it conducts wholesale banking business and through its Private WealthManagement division, it provides holistic wealth management advice and integrated financialsolutions for wealthy individuals, their families and selected institutions.

The information contained hereinabove relates to and has been obtained, respectively, from DeutscheBank AG, Deutsche Bank, London and Deutsche Bank, Milan. The delivery of this Prospectus shallnot create any implication that there has been no change in the affairs of Deutsche Bank AG, DeutscheBank, London or Deutsche Bank, Milan since the date hereof, or that the information contained orreferred to herein is correct as of any time subsequent to such date.

As Computation Agent, Deutsche Bank, Milan, agrees to perform the obligations required to beperformed by it or the Issuer under Condition 6(1) (Payment Dates and Interest Periods), Condition6(3)(b) (Determination of the Interest Rate, calculation of the Interest Amount and Single Series ClassB Notes Interest Payment Amount), Condition 6(8) (Interest Amount Arrears) and Condition 7(8)(Calculations to be made on the Calculation Date). In particular, the Computation Agent, to the extentrequired under and as provided for in the Conditions:

1. on each Calculation Date, shall determine:

(a) the Single Portfolio Available Funds or the Issuer Available Funds, as the case may be;

(b) the Single Portfolio Class A Note Principal Payment Amounts, on the next following PaymentDate;

(c) the Single Portfolio Class A Note Principal Payment Amounts paid on the preceding PaymentDate;

(d) the Principal Amount Outstanding of each Class of Notes on the next following PaymentDate;

(e) the Principal Amount Outstanding of the Notes of all Classes on the next following PaymentDate;

(f) the Outstanding Notes Ratio as at the immediately preceding Collection Date;

(g) with respect to each Portfolio: the Single Portfolio Class A Ratio;

(h) the interest payable (if any) in respect of the Notes of each Series of Class A Notes on the nextfollowing Payment Date;

(i) with respect to each Series of Class B Notes, the amount of the relevant Single Series Class BNotes Interest Payment Amount;

(j) with respect to each Portfolio: (i) the amount of the relevant Single Portfolio AmortisedPrincipal and Single Portfolio Available Funds (if any); and (ii) the amount of the relevantSingle Portfolio Class A Notes Principal Amount Outstanding, Single Portfolio Class A NotesPrincipal Payment Amount and Single Portfolio Notes Principal Amount Outstanding;

(k) the amount of the Principal Amortisation Reserve Amounts, Reserve Amount, ReserveAmount Quotas or Single Portfolio Reserve Amounts (if any), the Target Cash ReserveAmounts, each Cash Reserve Excess and the amount of each Cash Reserve that shall beutilized to augment the Issuer Available Funds and the Single Portfolio Available Funds; anycalculation in respect to the Cash Reserves shall be made by the Computation Agent inaccordance with clause 15 of the Cash Administration and Agency Agreement;

(l) the amounts payable to the Limited Recourse Loan Providers under the Limited RecourseLoan Agreements;

(m) any Single Portfolio Negative Balance of each Portfolio;

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(n) any Portfolio Negative Balance;

(o) the Interest Amount Arrears, if any, that will arise in respect of each Class of Notes on theimmediately following Payment Date;

(p) the amount to be credited to the Principal Amortisation Reserve Account in accordance withthe applicable Order of Priority;

(q) the Single Portfolio Reserve Amount to be credited to the Single Portfolio Reserve Account inaccordance with the applicable Order of Priority;

(r) the Reserve Amount Quota to be credited to the Reserve Account in accordance with theapplicable Order of Priority;

(s) the Class B Notes Additional Interest Amount;

(t) whether a Class A Disequilibrium Event has occurred;

(u) whether a Single Portfolio Detrimental Event has occurred;

(v) whether a Detrimental Event has occurred;

(w) whether a Trigger Event has occurred;

(x) whether a Cross Collateral Event has occurred; and

(y) the payments (if any) to be made to each of the parties to the Intercreditor Agreement underthe relevant Transaction Document,

and will determine how the Issuer's funds available for distribution pursuant to the Conditions shall beapplied, on the immediately following Payment Date, pursuant to the Pre-Acceleration Order ofPriority, the Cross Collateral Order of Priority or the Acceleration Order of Priority (as the case maybe), and will deliver to the Paying Agents and the Transaction Bank a report setting forth suchdeterminations and amounts;

2. furthermore, the Computation Agent shall:

(a) on each Calculation Date, notify the Principal Paying Agent, the Italian Paying Agent, theIrish Listing Agent, the Representative of the Noteholders, the Servicers, the TransactionBank, the English Transaction Bank, Monte Titoli (in any such way as might be required byMonte Titoli under its internal regulations or as it is customary) and Euroclear, Clearstream,Luxembourg and the Irish Stock Exchange of: (i) the amount of interest with respect to eachClass of Notes to be paid on the immediately following Payment Date; (ii) the amount of anyprincipal payment due to be made on each Class of Notes on the next following PaymentDate; and (iii) the Principal Amount Outstanding with respect to each Class of Notes afterdeduction of the payments of principal to be made on the immediately following PaymentDate;

(b) not later than 15 Business Days after each Payment Date, deliver to the Representative of theNoteholders, the Principal Paying Agent, the Italian Paying Agent, the Rating Agencies theServicers, and the Irish Listing Agent, an investors report, in the form which shall be agreedwith the Representative of the Noteholders (the "Investors Report") which shall be based onthe data contained in the servicing report for the overall portfolio prepared by the OperatingBank. The first Investors Report will be available by no later than 15 Business Days followingthe Payment Date falling in November 2012;

(c) maintain records of the calculation made by it and make such records available for inspectionat all reasonable times by the Issuer, the Servicers and the Representative of the Noteholders;and

(d) in case a Single Portfolio Detrimental Event and/or a Class A Notes Disequilibrium Eventand/or a Detrimental Event with respect to one or more Portfolios has occurred, promptlyafter each Calculation Date, give the Issuer, the Transaction Bank and the English TransactionBank written notice of such occurrence (respectively, the "Single Portfolio Detrimental

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Event Notice", the "Disequilibrium Event Notice" and the "Detrimental Event Notice").By the Single Portfolio Detrimental Event Notice and/or the Disequilibrium Event Noticeand/or the Detrimental Event Notice, the Computation Agent shall instruct (in the name andon behalf of the Issuer) the Transaction Bank and the English Transaction Bank to open,respectively, the relevant Single Portfolio Reserve Accounts and/or Reserve Account and/orPrincipal Amortisation Reserve Accounts. In this respect the Issuer hereby attributes therelevant powers to the Computation Agent.

In addition, pursuant to Clause 13 of the Cash Administration and Agency Agreement, on one hand,each of the Agent may resign its appointment upon not less than 90 (ninety) days' notice to the Issuerprovided certain conditions; on the other hand, the Issuer may revoke the appointment of each of theAgent by giving not less than 60 (sixty) days' notice, provided however that, such revocation shall nottake effect until a Successor has been duly appointed in accordance with Clause 13.4 and Clause 13.5of the Cash Administration and Agency Agreement and notice of such appointment has been given inwriting to Monte Titoli.

The appointment of each of the Agent shall terminate, if: (a) such Agent becomes unable to pay itsdebts as they fall due or such Agent becomes subject to an insolvency proceeding; or (b) such Agenttakes any action for a readjustment or deferment of its obligations or makes a general assignment oran arrangement or composition with or for the benefit of its creditors; or (c) an order is made or aneffective resolution is passed for the winding-up of such Agent; or (d) any event occurs which has ananalogous effect to any of the foregoing, or (e) any withholding, or deduction for or on account of taxfrom any payments to be made by the Agent to the Issuer under the Transaction Documents isimposed, only to the extent that both the following conditions are met: (i) such deduction orwithholding becomes applicable because of the relevant Agent (including, without limitation, in theevent that this is the consequence of the Issuer not being in the position to provide the informationrequired by the relevant competent authority for the purpose of the FATCA withholding tax); and (ii) areplacement of the relevant Agent would avoid such application, and it has a substantial economicadverse effect for the Notes and/or the Securitisation; or (f) with regard to the Italian Paying Agent,the Principal Paying Agent, the Italian Paying Agent, the Transaction Bank, the English TransactionBank and the Operating Bank (only in the event of a Successor of Cassa Centrale) it ceases to be anEligible Institution, or (g) a just cause (giusta causa) occurs (which includes (A) any change (i) to theSpecified Office of the Principal Paying Agent or the Italian Paying Agent or the Irish Listing Agentor (ii) to the registered office of any other Agent, provided that, in both cases under (i) and (ii) above,the Issuer and the Representative of the Noteholders have grounds to believe that such change mayprejudice the Noteholders' rights under the Transaction; (B) the default by any Agent in theperformance or observance of any of its respective covenants and obligations under the CashAdministration and Agency Agreement, provided that the Representative of the Noteholders is of theopinion that such default is materially prejudicial to the interests of the Noteholders and such default(i) continues unremedied for a period of 10 (ten) Business Days after receipt by the relevant Agent ofwritten notice from the Issuer or, in accordance with the Intercreditor Agreement, the Representativeof the Noteholders, as applicable, requiring the same to be remedied or (ii) is, in the opinion of theRepresentative of the Noteholders, incapable of remedy; or (C) the circumstance that any of thewarranties made by any Agent under the Cash Administration and Agency Agreement proves untrue,provided that the Representative of the Noteholders is of the opinion that such warranty being untrueis materially prejudicial to the interests of the Noteholders and such default (i) continues unremediedfor a period of 10 (ten) Business Days after receipt by the relevant Agent of written notice from theIssuer or, in accordance with the Intercreditor Agreement, the Representative of the Noteholders, asapplicable, requiring the same to be remedied or (ii) is, in the opinion of the Representative of theNoteholders, incapable of remedy), or (h) with regard to the Operating Bank, it becomes subject toany of the measures under article 70 or 76 of the Consolidated Banking Act; provided however that, inall the cases listed above, such termination or revocation shall not take effect until a Successor hasbeen duly appointed in accordance with clause 13.3 or clause 13.4 of the Cash Administration andAgency Agreement (the effectiveness of such appointment being conditional upon such successorAgent becoming a party to the Intercreditor Agreement and to any other relevant TransactionDocument) and notice of such appointment has been given in writing to Monte Titoli.

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In the event that each of the Agent gives notice of its resignation in accordance with clause 13.1 of theCash Administration and Agency Agreement and (ii) the Issuer revokes its appointment in accordancewith clause 13.2, by the tenth day before the expiry of such notice a successor has not been dulyappointed in accordance with clause 13.4, the resigning agent may itself, following such consultationwith the Issuer and the Representative of the Noteholders as is practicable in the circumstances,appoint as its successor any reputable and experienced financial institution, which, in the case of thePrincipal Paying Agent, the Italian Paying Agent, the English Transaction Bank, the Operating Bankand the Transaction Bank shall qualify as an Eligible Institution, provided that, in any case, theeffectiveness of such appointment shall be conditional upon such Successor becoming a party to theIntercreditor Agreement and to any other relevant Transaction Document. The resigning Agent shallgive notice of such appointment to the Issuer, the Representative of the Noteholders and the remainingagents, whereupon the Issuer, the remaining agents and such successor shall acquire and becomesubject to the same rights and obligations between themselves as if they had entered into anagreement in the form mutatis mutandis of this Agreement.

Upon any resignation or revocation or any termination taking effect under the Cash Administrationand Agency Agreement, the relevant agent shall be released and discharged from its obligations underthe Cash Administration and Agency Agreement.

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COLLECTION POLICY AND RECOVERY PROCEDURES

COLLECTION POLICY AND RECOVERY PROCEDURES

1. CREDIT POLICY

Although each Originator has its own characteristics and procedures for the administration of itsbanking activity, it is possible to give a general overview of the credit policy – origination and riskmanagement - based on the factors common to the fourteen Originators.

The common credit policy concerning the origination of the loans can be divided into:

(i) a general preliminary phase;

(ii) a specific origination phase;

(iii) an administrative phase; and

(iv) a decisional phase.

The preliminary phase includes all the activities necessary to learn and understand the customers'needs. This activity of origination is carried out, with different procedures, by each Originator.

Generally, an internal department "Ufficio Crediti" is in charge of verifying all the documentationprovided and is responsible for approving the loans and for ensuring the appropriateness of thedesignated structure.

The credit process is made up of different stages, some of which are common to all types of loans,whilst others are specific according to the type of loan. With reference to loans granted to Small andMedium Enterprises the main focus is in the capacity of the borrower to repay the loan. For thisreason, during the evaluation process of the loan request, several inquiries are carried out, such as:

(i) financial analysis;

(ii) enterprise assets analysis;

(iii) analysis of the business sector in which the enterprise operates;

(iv) analysis of the banking relationship with the enterprise;

(v) bahavioural analysis elaborated with "Centrale Rischi" data;

(vi) analysis of the guarantees given by the enterprise and analysis of their appropriateness for theloan to be granted;

(vii) if deemed necessary, the analysis may be extended to the enterprise's partners.

The evaluation is made to check the enterprise's earning capacity, financial stability and financialability to repay the loan, so to decide whether or not the enterprise is creditworthy. The lendingactivity is assigned to the risk management committee, as each Originator's branch has limiteddecisional powers. The lending decision is ultimately based on the analysis of the enterprise’s creditworthiness.

As far as the lending activity is concerned, each of the Originators provides for certain systems to paythe installments which are considered due and payable.

2. RISK MANAGEMENT

The following is a general overview of the common structures and procedures of the Originators.

Each Originator has two levels of control:

(i) primary or ordinary controls and(ii)higher or extraordinary controls.

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The responsibility for the different levels of control is strictly separate, as the primary controls arecarried out by the organisational structures known as "in-line offices" (branches, credit department,etc.) while the extraordinary controls are carried out by central structures known as "staff offices"(legal department, risk controller, risk management committee, etc.).

All of the risk management activities are fully supported electronically and fully automatic throughEDP systems. EDP transmissions with codified information between branches and their respectivehead-office are continuous and telephone contacts are ensured.

All of the Originators base their activity on a regular system of written reports, thus providingimmediate communication to the management on the relevance of all problem loans.

The Originators issue a series of verbal and written reminders before involving their respective legaldepartments. The first contact after the first overdue instalment is generally made by the branch in apersonal, courteous way. If no positive answer is received from the customer and according to theimportance of the risk position, a second reminder is made either by the branch or by the head office.A last reminder is generally sent by the head office before the full involvement of the legaldepartment.

Each of the Originators has a data system to check the claims, so to avoid the possibility ofinsolvency.

For the monitoring of the loans, the Originators take into consideration both subjective elements(professional valuations of the enterprise's assets and of the property guaranteeing the loan; directknowledge) and objective elements (balance sheet analysis, analysis of the banking relationship,payment anomalies).

In particular, problematic loans with payment anomalies are kept under stricter monitoring and areclassified on the basis of the following criteria:

"Delinquent": a loan granted to a enterprise who is experiencing temporary financial difficulties andin relation to whom it is foreseen that such financial difficulties will be overcome within a certainperiod of time, with no need of going through a credit recovery proceeding but subject to closescrutiny;

"Non-performing": when the enterprise is in a state of insolvency, even if not ascertained, for which alegal proceeding has been commenced or is in severe financial distress. The board of directors or thegeneral management, as the case may be, decides whether the loan should be registered either as adelinquent or as a defaulted loan.

3. CREDIT RECOVERY POLICY

The credit recovery activities of the Originators are given to an external legal counsel which remainsin constant contact with the Originators' legal department or the relevant department. Both theexternal counsel and the legal department are directly involved in any legal action. The departmentsinvolved submit periodic reports to the general management and/or the board of directors on the statusof credit recovery activities.

The Originators' legal department has the power to take decisions in relation to all the activities torecovery credits.

The close working relationship between the branches and the external legal advisors results inpromptness and persistence in following up on this activity.

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USE OF PROCEEDS

The net proceeds from the issue of the Notes, being Euro 2,189,680,000 of which Euro 1,533,000,000of the Class A Notes, and Euro 656,680,000 of the Class B Notes will be applied by the Issuer on theIssue Date to finance the Purchase Price of the Portfolios.

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DESCRIPTION OF THE TRANSFER AGREEMENTS

The description of the Transfer Agreements set out below is a summary of certain features of theTransfer Agreements and is qualified in its entirety by reference to the detailed provisions of theTransfer Agreements. Prospective Noteholders may inspect a copy of the Transfer Agreements uponrequest at the Specified Offices of the Representative of the Noteholders and the Irish Listing Agent.Capitalised terms used in the description below, to the extent not defined in this Prospectus, shallhave the meanings ascribed to them in the Transfer Agreements.

Pursuant to 28 transfer agreements, each entered into between the Issuer and an Originator on 7August 2012 (the "Initial Execution Date"), (each a "Transfer Agreement" and, collectively, the"Transfer Agreements"), each of the Originators sold for consideration to the Issuer without recourse(pro soluto) and as a pool (in blocco) its own portfolio (each a "Portfolio" and, collectively, the"Portfolios") of monetary claims and connected rights arising out of the relevant loans (the "Claims"and "Loans" respectively) granted by each of the Originators to their respective customers (the"Borrowers") with economic effect as of the Valuation Date.

"Portfolio No. 1" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Vallagarina pursuant to the relevant Transfer Agreement.

"Portfolio No. 2" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Aldeno pursuant to the relevant Transfer Agreement.

"Portfolio No. 3" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Alto Garda pursuant to the relevant Transfer Agreement.

"Portfolio No. 4" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Adamello pursuant to the relevant Transfer Agreement.

"Portfolio No. 5" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Giudicarie pursuant to the relevant Transfer Agreement.

"Portfolio No. 6" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Bolzano pursuant to the relevant Transfer Agreement.

"Portfolio No. 7" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Lavis pursuant to the relevant Transfer Agreement.

"Portfolio No. 8" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Valle dei Laghi pursuant to the relevant Transfer Agreement.

"Portfolio No. 9" means the monetary claims and connected rights arising under the Loans transferredto the Issuer by CR Fassa pursuant to the relevant Transfer Agreement.

"Portfolio No. 10" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Alta Valdisole pursuant to the relevant Transfer Agreement.

"Portfolio No. 11" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Pergine pursuant to the relevant Transfer Agreement.

"Portfolio No. 12" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Rovereto pursuant to the relevant Transfer Agreement.

"Portfolio No. 13" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Tuenno pursuant to the relevant Transfer Agreement.

"Portfolio No. 14" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Trento pursuant to the relevant Transfer Agreement.

"Portfolio No. 15" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Romano pursuant to the relevant Transfer Agreement.

"Portfolio No. 16" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Caraglio pursuant to the relevant Transfer Agreement.

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"Portfolio No. 17" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Cherasco pursuant to the relevant Transfer Agreement.

"Portfolio No. 18" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Alba pursuant to the relevant Transfer Agreement.

"Portfolio No. 19" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Gatteo pursuant to the relevant Transfer Agreement.

"Portfolio No. 20" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Cavola pursuant to the relevant Transfer Agreement.

"Portfolio No. 21" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement.

"Portfolio No. 22" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by Centromarca pursuant to the relevant Transfer Agreement.

"Portfolio No. 23" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Pianfei pursuant to the relevant Transfer Agreement.

"Portfolio No. 24" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Sala pursuant to the relevant Transfer Agreement.

"Portfolio No. 25" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC San Giorgio pursuant to the relevant Transfer Agreement.

"Portfolio No. 26" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC San Biagio pursuant to the relevant Transfer Agreement.

"Portfolio No. 27" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Santo Stefano pursuant to the relevant Transfer Agreement.

"Portfolio No. 28" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by Mediocredito Trentino-Alto Adige pursuant to the relevant TransferAgreement.

The Purchase Price

As consideration for the acquisition of the Claims pursuant to the Transfer Agreements, the Issuer hasundertaken to pay to: CR Vallagarina, CR Aldeno, CR Alto Garda, CR Adamello, CR Giudicarie, CRBolzano, CR Lavis, CR Valle dei Laghi, CR Fassa, CR Alta Valdisole, CR Pergine, CR Rovereto, CRTuenno, CR Trento, BCC Romano, BCC Caraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCCCavola, BCC Alto Vicentino, Centromarca, BCC Pianfei, BCC Sala, BCC San Giorgio, BCC SanBiagio, BCC Santo Stefano and Mediocredito Trentino-Alto Adige. The aggregate of the purchaseprices paid to each Originator is collectively referred to as the "Purchase Price". The Purchase Pricehas been calculated as the aggregate of the Outstanding Principal of all the relevant Claims at theValuation Date.

Under clause 7.2 of the Transfer Agreements, each Originator has undertaken to deliver on the date ofthe entering into of such agreements: (a) a certificate issued by the competent Register of Enterprisesstating that no insolvency proceedings are pending against each Originator dated not earlier than 10Business Days before the date of the entering into of the relevant Transfer Agreement; (b) a solvencycertificate signed by the legal representative or a director of the Originator dated the Initial ExecutionDate; and (c) except where the issuance of the certificate is not permitted by the internal rules appliedby the relevant court, also a solvency certificate issued by the bankruptcy court (tribunalefallimentare) stating that no insolvency proceedings are pending against such Originator, dated notearlier than 10 Business Days before the date of the entering into of the relevant Transfer Agreement.

The Claims

Pursuant to the relevant Transfer Agreement, each of the Originators has represented and warrantedthat the Claims have been selected on the basis of certain general criteria (the "General Criteria")

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and further specific objective criteria in respect of each Originator (the "Specific Criteria" and,together with the General Criteria, the "Criteria") in order to ensure that the Claims have the samelegal and financial characteristics. See the section headed "The Portfolios" above.

Price adjustment

The Transfer Agreements provide that if, after the Initial Execution Date, it transpires that: (i) anyClaims do not meet the Criteria, then such Claims will be deemed not to have been assigned andtransferred to the Issuer pursuant to the relevant Transfer Agreement and (ii) any Claim which meetsthe Criteria has not been included in the list of Claims, then such Claim shall be deemed to have beenassigned and transferred to the Issuer by the relevant Originators pursuant to the relevant TransferAgreement. The Purchase Price shall be adjusted to take into account the additional payment or thereimbursement to be made for any such Claim, as the case may be.

In the case of a claim which does not meet the Criteria, the Purchase Price shall be decreased by anamount equal to (i) the part of the Purchase Price which has been paid for such claim; plus (ii) theaggregate of the costs incurred by the Issuer in respect to such claim; plus (iii) any accrued interest onsuch amount from the Issue Date until the Payment Date following the date on which the Issuer haspaid the part of the Purchase Price with respect to such claim, calculated at a rate equal to the rateapplicable to the relevant claim; less (iv) the aggregate of all sums recovered and collected by theIssuer in respect of such claim after the Initial Execution Date (it being understood between theparties thereto that the Issuer will be entitled to keep such amounts and will not be obliged to returnthem).

In the case of a Claim which meets the Criteria but was not transferred pursuant to the relevantTransfer Agreement, the Purchase Price shall be increased by an amount equal to (i) the purchaseprice which would have been payable for such Claim pursuant to the relevant Transfer Agreement;less (ii) the aggregate of all sums recovered and collected by the Originators in respect of such claimafter the Valuation Date (it being understood between the parties thereto that the Originators will beentitled to keep such amounts and will not be obliged to return them); less (iii) the interests on theamounts collected under point (ii) above accrued from the date on which such amounts were collectedup to the date on which the amounts under (i) above have been paid at a rate equal to the rateapplicable to the relevant Claim.

Applicable law and jurisdiction

The Transfer Agreements and all non-contractual obligations arising out or in connection with theTransfer Agreements are governed by and will be construed in accordance with Italian Law. Thecourts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection with theTransfer Agreements and all non-contractual obligations arising out or in connection with the TransferAgreements.

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DESCRIPTION OF THE WARRANTY AND INDEMNITY AGREEMENT

The description of the Warranty and Indemnity Agreement set out below is a summary of certainfeatures of the Warranty and Indemnity Agreement and is qualified in its entirety by reference to thedetailed provisions of the Warranty and Indemnity Agreement. Prospective Noteholders may inspect acopy of the Warranty and Indemnity Agreement upon request at the Specified Offices of theRepresentative of the Noteholders and the Irish Listing Agent. Capitalised terms used in thedescription below, to the extent not defined in this Prospectus, shall have the meanings ascribed tothem in the Warranty and Indemnity Agreement.

Under a warranty and indemnity agreement entered into on the Initial Execution Date between theIssuer and each of the Originators (the "Warranty and Indemnity Agreement"), the Originatorsgave certain representations and warranties as to, inter alia, the Claims they transferred pursuant tothe relevant Transfer Agreement and the respective Loans, their full title over such Claims, theircorporate existence and operations and their collection and recovery policy. Moreover each of theOriginators has agreed to indemnify and hold harmless the Issuer from and against all damages,losses, claims, liabilities and costs awarded against or suffered or incurred by it or otherwise arising toit by reason of any misrepresentation made by it in the Warranty and Indemnity Agreement or anybreach of its respective obligations under the Warranty and Indemnity Agreement and/or the relevantTransfer Agreement and/or the Servicing Agreement.

Under the Warranty and Indemnity Agreement, each of the Originators represented and warrantedwith respect to itself and the relevant Claims sold to the Issuer under the relevant Transfer Agreementand the relevant Loans and the Mortgages securing them, as to, inter alia, the following matters:

General

(a) each Originator (other than Mediocredito Trentino – Alto Adige) is a co-operative credit bank(banca di credito cooperativo) duly incorporated as a società cooperativa and validly existingunder the laws of the Republic of Italy; Mediocredito Trentino– Alto Adige is a bank (banca)duly incorporated as a joint-stock company (società per azioni) duly incorporated and validlyexisting under the laws of the Republic of Italy;

(b) it has full corporate power and authority to enter into and perform the obligations undertakenby it under the Warranty and Indemnity Agreement, the relevant Transfer Agreement, theServicing Agreement and the other Transaction Documents to which it is a party, and it hastaken all necessary actions whatsoever required to authorise its entry into, delivery andperformance of the Warranty and Indemnity Agreement, the relevant Transfer Agreement, theServicing Agreement and the other Transaction Documents to which it is a party and the termsthereof, including, without limitation, the sale and assignment of the Claims;

(c) the execution, delivery and performance by it of the Warranty and Indemnity Agreement, therelevant Transfer Agreement, the Servicing Agreement and the other Transaction Documentsto which it is a party and all other instruments and documents to be delivered pursuant theretoand all transactions contemplated thereby do not contravene or result in a default under (i) itscorporate constitutional documents, (ii) any law, rule or regulation applicable to it, (iii) anycontractual restriction contained in any agreement or other instrument binding on it oraffecting it or its property, or (iv) any order, writ, judgment, award, injunction or decreebinding on or affecting it or its property, and do not and will not result in the creation of anyadverse claim;

(d) the provisions of the Warranty and Indemnity Agreement are legal, valid and binding and areenforceable against it in accordance with its terms, and its payment obligations under theWarranty and Indemnity Agreement constitute claims against it which rank at least pari passuwith the claims of all other unsecured creditors under the laws of the Republic of Italy apartfrom any preferential creditors under any applicable insolvency laws or similar legislation;

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(e) there is no litigation, current, pending or threatened against it, nor has any action oradministrative proceeding of or before any court or agency been started or threatened againstit, which might or could materially affect its ability to observe and perform its obligationsunder the Warranty and Indemnity Agreement and the other Transaction Documents to whichit is a party;

(f) it is solvent and there is no fact or matter which might render it insolvent or subject to anyinsolvency proceedings, nor will it be rendered insolvent as a consequence of entering into theWarranty and Indemnity Agreement or the other Transaction Documents to which it is a partyor of performing any of the obligations herein or therein contained;

(g) since 1 January 2012, there has been no material adverse change in its financial or operativecondition which would adversely affect its ability to observe and perform its obligationsunder the Warranty and Indemnity Agreement and the other Transaction Documents to whichit is a party;

(h) the information relating to itself (including, without limitation, information with respect to itsloan business), the Claims, the Loans supplied to the Issuer is true and correct in all materialrespects;

The Claims and the Loans

(a) it holds sole and unencumbered legal title to the Claims, the Loans and the Mortgages; it hasnot assigned (whether absolutely or by way of security), mortgaged, charged, transferred,disposed or dealt with or otherwise created or allowed to arise or subsist an adverse claim inrespect of their title and interest in and to and for the benefit of the Claims, the Loans and theMortgages;

(b) the Claims, the Loans and the Mortgages are governed by Italian law and are legal, valid,binding and enforceable under the same and in particular the Loans comply with all rules andregulations on (i) compounding of interests, (ii) consumer protection, (iii) the prevention ofusury, and (iv) data protection and privacy protection; the Mortagage Loans have beenexecuted as a public deed (atto pubblico) before a notary public (notaio);

(c) as of the Valuation Date each Mortgage is registered for at least 125 per cent. of theOutstanding Principal of the relevant Claim and the amount in the relevant Mortgageregistration does not include the accruing interest at the relevant interest rate;

(d) each Loan has been fully disbursed to or to the account of the relevant Borrower and there isno obligation on its part to advance or disburse further amounts in connection therewith;

(e) the sale of the Claims to the Issuer pursuant to the relevant Transfer Agreement will not affectthe obligation of the related Borrower under the relevant Loans;

(f) the Claims have been selected by it on the basis of the General Criteria and the SpecificCriteria so as to constitute portfolios of homogeneous rights within the meaning and for thepurposes of the Securitisation Law;

(g) as at the Valuation Date, each Claim is classified as a performing claim (credito in bonis) inaccordance with the Bank of Italy's guidelines (Istruzioni di Vigilanza). No Loan falls or hasever fallen within the definition of a restructured debt (credito ristrutturato), has ever beensubject to restructuring, or is in the process of being restructured (credito in corso diristrutturazione), in each case under and within the meaning of, the Bank of Italy's guidelines(Istruzioni di Vigilanza);

(h) all consents, licences, approvals or authorisations of or registrations or declarations with anygovernmental or other public authority required to be obtained, effected or provided for thevalidity and enforceability of the Claims, the Loans and/or the Mortgages have been dulyobtained, effected or provided and are in full force and effect; and all costs, expenses andtaxes required to be paid in connection with the execution of the Loans or for the validity andenforceability of the Claims, the Loans and/or the Mortgages have been duly paid;

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(i) the insurance policies in relation to the Claims are valid and effective and are held for thebenefit of the relevant Originator;

(j) it has maintained complete, proper and up-to-date books, records and documents for theClaims, the Loans and the Mortgages and all other amounts paid thereunder, and all suchbooks and documents are kept in its possession or are held to its order;

(k) the Real Estate Assets are located in Italy;

(l) each of the Real Estate Assets complies with applicable laws, rules and regulationsconcerning health and safety and environmental protection; and

(m) each of the Real Estate Assets is free from damage and waste, in good condition and there areno proceedings, actual or threatened, in relation thereto;

(n) each of the Real Estate Assets (i) is duly registered with the competent land registries(Catasto Edilizio, Catasto Terreni), (ii) complies with all applicable Italian laws as to its useas residential or commercial property (destinazione d'uso), (iii) meets the legal requirementsfor habitation (agibilitá), (iv) is marketable (non soggetto a vizio di incommerciabilitá), and(v) complies with all applicable planning and building laws and regulations;

(o) the Borrowers are qualified as micro, small and medium enterprises (microimprese, piccoleimprese e medie imprese) pursuant to Recommendation 2003/361/CE of the EuropeanCommission issued on 6 May 2003 as amended from time to time, and the European CentralBank’s guidelines of 2 August 2012 regarding supplemental temporary measures on rifinacingtransactions of the Eurozone and the suitability of the guarantees.

(p) no Loan Agreement could be classified as leasing agreement;

(q) no Loan could be classified as structured loan, syndicated loan or leveraged loan pursuant tothe Decision of the European Central Bank of 14 December 2011 and the European CentralBank’s guidelines of 2 August 2012, both concerning additional temporary measures relatingto Eurosystem refinancing operations and eligibility of collateral;

(r) the Loans do not include at the signing date of the Warranty and Indemnity Agreement andwill not include at the Issue Date, non performing loans pursuant to the Decision of theEuropean Central Bank of 14 December 2011 and the European Central Bank’s guidelines of2 August 2012, both concerning additional temporary measures relating to Eurosystemrefinancing operations and eligibility of collateral;

(s) the Loans, the Loan Agreements, the Mortgages, any collateral security, the Claims and theReal Estate Assets have the characteristics required by the European Central Bank in order forthe Class A Notes to be qualified as eligible collateral for liquidity and/or open markettransactions with the European Central Bank itself.

Undertakings of the Originators

Under the Warranty and Indemnity Agreement, each Originator has undertaken, with respect to itself,the relevant Claims and the respective Loans and the Mortgages securing them, inter alia, as follows:

(a) without prejudice to the non-recourse nature (natura pro soluto) of the assignment effectedpursuant to the relevant Transfer Agreement, to refrain from carrying out or purporting tocarry out any activity with respect to the Claims which may adversely affect them, and inparticular, before the date of publication of the notice of assignment of the relevant Claims inthe Italian Official Gazette and registration of the assignment of the Claims in the Companies'Register (i) not to assign and/or transfer, the whole or any part of, any of the Claims to anythird party; and (ii) not to create or allow to be created or to arise or to allow to exist anysecurity interest, lien, pledge, privilege or encumbrance or other right in favour of thirdparties in respect of the Claims, or any part thereof;

(b) not to execute any agreement, deed or document or enter into any arrangement purporting toassign, or otherwise dispose of, any of the Loans or to create or allow to be created or allow to

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arise or exist any security interest, lien, pledge, privilege or encumbrance or other right infavour of third parties in respect of the Loans;

(c) not to instruct any Borrower or guarantor to make any payment with respect to any of theClaims otherwise than as provided for in the Loans or as instructed in writing by itself asServicer of such Claims;

(d) otherwise than in its capacity as Servicer in accordance with the relevant provisions of theServicing Agreement, not to take any action likely to cause or permit any of the Claims tobecome invalid or to diminish their respective rights;

(e) to co-operate with the Issuer to perform any and all acts, carry out any and all actions, andexecute any and all documents as the Issuer may reasonably deem necessary in connectionwith the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the ServicingAgreement and the other Transaction Documents to which it is a party;

(f) to comply fully and in a timely manner with and observe any and all provisions, covenantsand other terms to be complied with, insofar as necessary in order to preserve the rights,claims, powers and benefits of the Issuer as purchaser of the relevant Claims;

(g) to assist and fully co-operate with the Issuer in any due diligence relating to the Claims whichthe Issuer may wish to carry out after the date of the Warranty and Indemnity Agreement;

(h) to maintain in good status and order, accurate, complete and up-to-date accounts, books,records and documents relating to the relevant Claims, the relevant Loans and the relevantMortgages;

(i) to comply with all applicable laws and regulations (including all rules, orders andinstruments) with respect to the relevant Claims, the relevant Loans, the relevant Mortgagesand their administration and management;

(j) to grant to the Issuer, its agents and nominees access to its premises for purposes ofexamining records, documents and data in relation to the relevant Claims, to copy them and todiscuss any issues concerning the relevant Claims with its accountants and other appointedpersonnel;

(k) to pay all costs, fees and taxes due promptly in relation to the execution, filing, registration,etc., of the Warranty and Indemnity Agreement, the relevant Transfer Agreement, theServicing Agreement and the other Transaction Documents to which it is a party;

(l) save as provided for in the Servicing Agreement, not to agree to any amendment of or waiverto any terms and conditions of the Loans and/or the Mortgages which might adversely affectthe timely recovery of the relevant Claims, the ability of the Issuer to enforce its rights,claims, powers and benefits against the Borrowers and/or the guarantors or the validity of theWarranty and Indemnity Agreement, and not to commence any action for the recovery of therelevant Claims;

(m) to ensure that the relevant Real Estate Assets will continue to have the benefit from theinsurance policies entered into by the relevant Borrower until the related Loan is fully repaid,and the relevant Originator will therefore, inter alia, pay, on behalf of the Issuer, the relevantinsurance premiums; and

(n) to assist and support the Issuer or its nominee in the development of adequate data reportingsystems concerning the relevant Claims by transferring to the Issuer books, records anddocuments which may be useful or relevant for implementing a data reporting system whichwould allow the Issuer to achieve full compliance with all applicable laws and regulatoryreporting regulations and requirements.

Indemnity

The Warranty and Indemnity Agreement provides that, in the event of a misrepresentation or a breachof any of the representations and warranties made by the Originator under clauses 2.1(B) and 2.1(C)

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of the Warranty and Indemnity Agreement, which materially and adversely affects the value of one ormore Claims or the interest of the Issuer in such Claims, and such misrepresentation or breach is notcured, whether by payment of damages or indemnification or otherwise, by the Originator within aperiod of 45 days from receipt of a written notice from the Issuer to that effect (the "Cure Period"),the Issuer has the option, pursuant to article 1331 of the Italian civil code, to assign and transfer to theOriginator all of the Claims affected by any such misrepresentation or breach (the "AffectedClaims"). The Issuer will be entitled to exercise the put option by giving to the Originator, at any timeduring the period commencing on the Business Day immediately following the last day of the CurePeriod and ending on the day which is 180 days after such Business Day, written notice to that effect(the "Put Option Notice").

The Originator will be required to pay to the Issuer, within 15 Business Days from the date of receiptby the Originator of the Put Option Notice, an amount equal to (i) the part of the Purchase Price whichhas been paid for such Claim; plus (ii) any accrued interest on such amount from the Issue Date untilthe Payment Date following the date on which the Issuer has paid the part of the Purchase Price withrespect to such Claim, calculated at a rate equal to the rate applicable to the relevant claim; less (iii)the aggregate of all sums recovered and collected by the Issuer in respect of such Claim after theInitial Execution Date.

Furthermore, in the cases in which it is not possible or convenient for the Issuer to exercise the putoption described above, under the Warranty and Indemnity Agreement, each of the Originators agreedto indemnify the Issuer, its representatives and agents from and against any and all damages, losses,claims, liabilities and related costs and expenses, including legal fees and disbursements awardedagainst or suffered or incurred by it as a consequence of or in relation to:

(a) the reliance on any representation or warranty made by it to the Issuer under or in connectionwith the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the ServicingAgreement or any other Transaction Document to which it is a party which shall have beenfalse, incorrect or misleading when made or delivered;

(t) its failure to comply with any term, provision or covenant contained in the Warranty andIndemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement or any otherTransaction Document to which it is a party and its failure to comply with any applicable law,rule or regulation with respect to the relevant Claims, the relevant Loans, the relevantMortgages, the relevant Real Estate Assets and the relevant insurance policies;

(u) the failure to vest in the Issuer all rights, title and interest in and to the benefit of each of therelevant Claims pursuant to the terms of the relevant Transfer Agreement, free and clear ofany adverse claim;

(v) any dispute, claim or defence (other than discharge in bankruptcy or winding up by reason ofinsolvency or similar event) of the Borrowers or the guarantors to the payment of any of therelevant Claims; and/or

(w) any judicial or out of court set-off of the assigned Borrower in relation to the payment of anyrelevant Claim arising before or after the assignment of the Claims under the Loans or underor pursuant to any contract, deed, document, action, event or circumstance.

Usury

Under the Warranty and Indemnity Agreement, each of the Originators represented to the Issuer thatthe interest rates of the relevant Loans comply with the Usury Law and they agreed to indemnify theIssuer against any damages, losses, claims, liabilities and costs awarded against or suffered orincurred by it or otherwise arising as a consequence or in relation to any claims being brought by theBorrowers or other third parties on the grounds of the Usury Law.

Applicable Law and Jurisdiction

The Warranty and Indemnity Agreement and all non-contractual obligations arising out or inconnection with the Warranty and Indemnity Agreement are governed by and will be construed in

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accordance with Italian law. The Courts of Milan shall have the exclusive jurisdiction to hear anydisputes that arise in connection with the Warranty and Indemnity Agreement and all non-contractualobligations arising out or in connection with the Warranty and Indemnity Agreement.

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DESCRIPTION OF THE SERVICING AND OF THE BACK-UP SERVICING AGREEMENTS

The description of the Servicing Agreement and of the Back-up Servicing Agreement set out below is asummary of certain features of the Servicing Agreement and of the Back-up Servicing Agreement andis qualified in its entirety by reference to the detailed provisions of the Servicing Agreement or theBack-up Servicing Agreement, as applicable. Prospective Noteholders may inspect a copy of theServicing Agreement and of the Back-up Servicing Agreement upon request at the Specified Offices ofthe Representative of the Noteholders and the Irish Listing Agent.

Under a servicing agreement entered into on the Initial Execution Date, between the Issuer and eachof the Originators (the "Servicing Agreement"), each of the Originators (in such capacity, the"Servicers" and each a "Servicer") agreed to administer and service the relevant Claims on behalf ofthe Issuer and in particular to collect amounts due in respect thereof (the "Administration of thePortfolio") and to commence and pursue enforcement proceedings and to negotiate and settle therelevant Defaulted Claims (the "Management of the Defaulted Claims"); each of the Servicers hasundertaken to perform such services with respect to the relevant Claims which it has sold to the Issuerunder the relevant Transfer Agreement.

In particular, CR Vallagarina will act as servicer in respect of the Claims comprised in Portfolio No. 1,CR Aldeno will act as servicer in respect of the Claims comprised in Portfolio No. 2, CR Alto Gardawill act as servicer in respect of the Claims comprised in Portfolio No. 3, CR Adamello will act asservicer in respect of the Claims comprised in Portfolio No. 4, CR Giudicarie will act as servicer inrespect of the Claims comprised in Portfolio No. 5, CR Bolzano will act as servicer in respect of theClaims comprised in Portfolio No. 6, CR Lavis will act as servicer in respect of the Claims comprisedin Portfolio No. 7, CR Valle dei Laghi will act as servicer in respect of the Claims comprised inPortfolio No. 8, CR Fassa will act as servicer in respect of the Claims comprised in Portfolio No. 9,CR Alta Valdisole will act as servicer in respect of the Claims comprised in Portfolio No. 10, CRPergine will act as servicer in respect of the Claims comprised in Portfolio No. 11, CR Rovereto willact as servicer in respect of the Claims comprised in Portfolio No. 12, CR Tuenno will act as servicerin respect of the Claims comprised in Portfolio No. 13, CR Trento will act as servicer in respect of theClaims comprised in Portfolio No. 14, BCC Romano will act as servicer in respect of the Claimscomprised in Portfolio No. 15, BCC Caraglio will act as servicer in respect of the Claims comprisedin Portfolio No. 16, BCC Cherasco will act as servicer in respect of the Claims comprised in PortfolioNo. 17, BCC Alba will act as servicer in respect of the Claims comprised in Portfolio No. 18, BCCGatteo will act as servicer in respect of the Claims comprised in Portfolio No. 19, BCC Cavola willact as servicer in respect of the Claims comprised in Portfolio No. 20, BCC Alto Vicentino will act asservicer in respect of the Claims comprised in Portfolio No. 21, Centromarca will act as servicer inrespect of the Claims comprised in Portfolio No. 22, BCC Pianfei will act as servicer in respect of theClaims comprised in Portfolio No. 23, BCC Sala will act as servicer in respect of the Claimscomprised in Portfolio No. 24, BCC San Giorgio will act as servicer in respect of the Claimscomprised in Portfolio No. 25, BCC San Biagio will act as servicer in respect of the Claims comprisedin Portfolio No. 26, BCC Santo Stefano will act as servicer in respect of the Claims comprised inPortfolio No. 27, Mediocredito Trentino-Alto Adige will act as servicer in respect of the Claimscomprised in Portfolio No. 28.

Pursuant to the Servicing Agreement, each of the Servicers will carry out the relevant duties andactivities in relation to the collection and recovery activities in its capacity as servicer in accordancewith the relevant collection policy specified in the Servicing Agreement (each a "Collection Policy")and shall provide, inter alia, the Issuer with monthly and semi-annual reports (respectively, the"Monthly Servicing Report" and the "Semi-Annual Servicing Report"). Each of the Servicers shallalso ensure that the Collections do not include usurious interest in accordance with the anti-usury lawsand regulations applicable from time to time. The Servicers shall be entitled to settle and renegotiatethe Claims only in accordance with the Servicing Agreement.

Each of the Servicers shall give instructions to pay all collections received by it in respect of therelevant Portfolio (the "Collections") into the relevant Transitory Collection and Recoveries Accounton the Business Day immediately following the date of receipt. The Servicer will convert any non-

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cash Collections received by it (the "Recoveries") into equivalent amounts of cash and will creditsuch cash to the relevant Transitory Collection and Recoveries Account.

Each Servicer will carry out its obligations under the Servicing Agreement in accordance with therelevant Collection Policy. The Collection Policies may be from time to time amended, subject tocertain conditions set out in the Servicing Agreement.

The Servicers shall be entitled to settle and renegotiate the Claims only in accordance with theServicing Agreement. In particular, the Servicing Agreement entitles each Servicer, in respect of itsrelevant Portfolio to, among other things, modify the amortisation plans, grant suspension of paymentof the relevant Instalments, agree to restrictions or reductions of mortgages, agree to the switch fromfixed to floating of the interest rate applicable to the Loans, reduce the interest rate applicable to theLoans, provided that certain conditions set out in the Servicing Agreement are met, and in each casewithin the limits set forth therein.

As an alternative to the renegotiation power granted to the Servicers and in order to allow theOriginators to keep good relationships with the Borrowers, the Originators have been granted thepower to propose offers to repurchase the Claims sold by it in a maximum amount of:

(i) with respect to Claims other than Defaulted Claims, 7% of the principal amount outstandingof the relevant Claims as of the Valuation Date;

(ii) with respect to Defaulted Claims, 0,3% for each Collection Period of the principal amountoutstanding of the relevant Claims as of the Valuation Date. The Issuer may accept such offersprovided that it shall be bound to provide a reasonable motivation in case it decides not toaccept it;

it being understood that the relevant Servicer (in its quality of Originator), may make repurchaseoffers which may exceed the limits set out under item (i) and (ii) above, should a renegotiation of theClaims be imposed to such Servicer by any applicable law.

Information Technology

Each of the Servicers is authorised to delegate to its Information Technology Services Providerauthorised pursuant to the Servicing Agreement all data processing, information storage and retrieval,back-up and archive services for the Administration of the Portfolio and the Management of theDefaulted Claims with respect to the relevant Portfolio. Each Servicer will remain directly liable forthe performance of all duties and obligations delegated to its Information Technology ServicesProvider and will be liable for the conduct of such information technology services provider. All fees,costs and expenses to be paid or reimbursed to the Information Technology Services Provider shall beborne by the Servicer and the Issuer shall not be liable for any payment of whatever nature to theinformation technology services provider. Each Servicer may terminate the appointment of theinformation technology services provider and appoint a suitable replacement information technologyservices provider which is an authorised provider pursuant to the Servicing Agreement, provided thatsuch replacement will not adversely affect the ratings of the Notes and the service will be grantedwithout interruption because of such replacement.

Fees and Expenses

As consideration for the services provided by the Servicer, the Issuer will pay to each of the Servicerson each Payment Date:

(a) as remuneration for the Administration of the Portfolio for the Collection Period immediatelypreceding such Payment Date, a fee equal to 0.25 per cent on an annual basis of theOutstanding Principal of the Claims as at the Collection Date immediately preceding suchCollection Period; and

(b) as compensation for the Management of the Defaulted Claims, a fee equal to 4 per cent. of theaggregate of the recoveries made in respect of the Defaulted Claims in the Collection Periodimmediately preceding such Payment Date,

collectively the "Servicing Fee".

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Each Servicer has expressly waived its rights to compensation or reimbursement that may be providedfor by law other than the Servicing Fees. It has also expressly waived its right to exercise any right tooff-set the amounts due to it from the Issuer against the Collection and Recoveries or any otheramount owed by the Servicer to the Issuer, except for those amounts paid to the Issuer and undue.

Undertakings of the Servicers

Each of the Servicers has undertaken, with respect to the Claims of the Portfolio which it has beenappointed to service, inter alia:

(a) to carry out the Administration of the Portfolio and the Management of the Defaulted Claimswith due skill and care in accordance with the relevant Collection Policy and with allapplicable laws and regulations;

(b) to maintain an effective system of general and accounting controls so as to ensure theperformance of its obligations under the Servicing Agreement;

(c) save as otherwise provided in the Collection Policy and in the Servicing Agreement, not torelease or consent to the cancellation of all or part of the Claims unless ordered to do so by acompetent judicial or other authority or by the Issuer;

(d) to ensure adequate identification and segregation of the collections and recoveries and otheramounts related to the Claims from all other funds of the Servicers;

(e) to ensure that the Securitisation is consistent with the law and this Prospectus;

(f) to comply with all authorisations, approvals, licenses and consents required for the fulfilmentof its obligations under the Servicing Agreement.

In the case of a material breach by the Servicers of their obligations under the Servicing Agreementwith respect to the Administration of the Portfolio and/or the Management of the Defaulted Claims,the Issuer and/or the Representative of the Noteholders shall be entitled, jointly or severally toperform the relevant obligations in the name and on behalf of the Servicers or to cause it to beperformed by third parties in the name and on behalf of the Servicers.

Termination of Appointment

The Issuer and the Representative of the Noteholders may (also severally) revoke the appointmentany of the Servicers in certain circumstances including, inter alia, (i) the insolvency of any of theServicers, (ii) a breach of the Servicing Agreement which remains unremedied for a period of longerthan 10 days after a written demand of compliance sent by the Issuer and/or the Representative of theNoteholders, and (iii) a failure by such Servicer to pay or transfer to the Issuer any amount due whichremains unremedied for more than ten days after the date within which such payment or transfershould have been made (or for more than twenty days after such date in case the failure to pay ortransfer is due to technical reasons).

Applicable Law and Jurisdiction

The Servicing Agreement is in Italian and all non-contractual obligations arising out or in connectionwith the Servicing Agreement are governed by and will be construed in accordance with Italian law.The Courts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connectionwith the Servicing Agreement and all non-contractual obligations arising out or in connection with theServicing Agreement.

The Back-up Servicing Agreement

Under a back-up servicing agreement between the Issuer and Cassa Centrale (the "Back-up ServicingAgreement") entered into on or about the Issue Date, Cassa Centrale has committed itself, should anyof the Servicers cease to act as servicer of the relevant Portfolio, to service such Portfolio on the sameterms as are provided for in the Servicing Agreement, provided that the Back-up Servicer shall not actas servicer of the relevant Portfolio if the Servicers cease to act as such following expiration, ortermination due to termination of the Transfer Agreements or of the Servicing Agreement.

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The Back-up Servicing Agreement and all non-contractual obligations arising out or in connectionwith the Back-up Servicing Agreement are governed by and will be construed in accordance withItalian law. The Courts of Milan shall have exclusive jurisdiction to hear any disputes that arise inconnection with the Back-up Servicing Agreement and all non-contractual obligations arising out or inconnection with the Back-up Servicing Agreement.

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DESCRIPTION OF THE OTHER TRANSACTION DOCUMENTS

The description of the Transaction Documents set out below is a summary of certain features of suchTransaction Documents and is qualified in its entirety by reference to the detailed provisions of suchTransaction Documents at the Specified Offices of the Representative of the Noteholders and the IrishListing Agent. Capitalised terms used in the description below, to the extent not defined in thisProspectus, shall have the meanings ascribed to them in the Transaction Documents.

The Corporate Services Agreement

Under a corporate services agreement entered into on 8 August 2012 between the Issuer, theRepresentative of the Noteholders and the Corporate Servicer (the "Corporate ServicesAgreement"), the Corporate Servicer will provide the Issuer with certain corporate administration andmanagement services. These services will include the book-keeping of the documentation in relationto the meetings of the Issuer's quotaholders, directors and auditors and the meetings of theNoteholders, maintaining the quotaholder's register, preparing tax and accounting records, preparingdocuments necessary for the Issuer's annual financial statements and liaising with the Representativeof the Noteholders.

The Corporate Services Agreement and all non-contractual obligations arising out or in connectionwith the Corporate Services Agreement are governed by and will be construed in accordance withItalian law. The Courts of Milan shall have exclusive jurisdiction to hear any disputes that arise inconnection with the Corporate Services Agreement and all non-contractual obligations arising out orin connection with the Corporate Services Agreement.

The Stichting Corporate Services Agreement

Pursuant to a Stichting corporate services agreement dated the Signing Date between the Issuer,Wilmington Trust SP Services (London) Limited, the Representative of the Noteholders and theQuotaholder (the "Stichting Corporate Services Agreement"), the Stichting Corporate ServicesProvider has agreed to provide certain management, administrative and secretarial services to theQuotaholder.

The Stichting Corporate Services Agreement and all non-contractual obligations arising out or inconnection with the Stichting Corporate Services Agreement are governed by and will be construed inaccordance with Italian Law. The courts of Milan shall have exclusive jurisdiction to hear anydisputes that arise in connection with the Stichting Corporate Services Agreement and all non-contractual obligations arising out or in connection with the Stichting Corporate Services Agreement.

The Intercreditor Agreement

Pursuant to an intercreditor agreement to be entered into on or prior to the Issue Date (the"Intercreditor Agreement"), between the Issuer, the Representative of the Noteholders (on its ownbehalf and as agent for the Noteholders) and the Other Issuer Creditors, provisions are made as to theapplication of the Collections in respect of the Portfolios and as to how the Orders of Priority are to beapplied. Subject to a Trigger Notice being served upon the Issuer following the occurrence of aTrigger Event, all the Issuer Available Funds will be applied in or towards satisfaction of the Issuer'spayment obligations towards the Noteholders as well as the Other Issuer Creditors, in accordance withthe Acceleration Order of Priority provided in the Intercreditor Agreement.

The Intercreditor Agreement also determines inter alia, the relevant proportions to be allocated aspayments due by the Issuer under the Swap Agreement out of the Single Portfolio Available Funds inaccordance with the Pre-Acceleration Order of Priority.

Call Option

The Issuer shall grant to the Originators an option right on each Clean Up Option Date (as defined inthe Intercreditor Agreement) to purchase, subject to certain conditions, the respective Portfolio (inwhole but not in part) for a purchase price equal to the outstanding principal amount of each Claimcomprised in such Portfolio, provided that, if on such date any of the Portfolios comprises anyDefaulted Claims, the purchase price shall be determined by an independent third party and, in any

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case, such purchase price shall be equal to or higher than the amount (as determined in the relevantpayments report) necessary for the Issuer to discharge all its outstanding liabilities in respect of theClass A Notes and any amounts required under the Intercreditor Agreement to be paid in priority to orpari passu with the Class A Notes and to discharge any amount due to the Swap Counterparty(including payments for termination) subordinated to the Class A Notes.

The Intercreditor Agreement and all non-contractual obligations arising out or in connection with theIntercreditor Agreement are governed by and will be construed in accordance with Italian law. Thecourts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection with theIntercreditor Agreement and all non-contractual obligations arising out or in connection with theIntercreditor Agreement.

The Italian Deed of Pledge

Pursuant to an Italian deed of pledge to be executed on or around the Issue Date (the "Italian Deed ofPledge") among the Issuer and the Issuer Secured Creditors, the Issuer will grant to the Issuer SecuredCreditors as security for its obligations under the Transaction Documents (i) a pledge over all themonetary contractual claims arising from certain Transaction Documents; and (ii) a pledge over thepositive balance of the Accounts held in Italy by the Issuer (other than the Expenses Account and theQuota Capital Account).

The Cash Administration and Agency Agreement

Under an agreement to be entered into on or prior to the Issue Date between the Issuer, the Servicers,the Transaction Bank, the Operating Bank, the English Transaction Bank, the Irish Listing Agent, theSwap Counterparty, the Cash Manager, the Computation Agent, the Paying Agents, the Representativeof the Noteholders and the Agent Bank (the "Cash Administration and Agency Agreement"):

(a) the Principal Paying Agent and the Italian Paying Agent will perform certain services inrelation to the Notes, including arranging for the payment of principal and interest to theMonte Titoli Account Holders;

(b) the Agent Bank will calculate the amount of interest payable on the Class A Notes on eachPayment Date;

(c) the Computation Agent will perform certain other calculations in respect of the Notes and setout, in a payment report, the payments due to be made by the Issuer on each Payment Date inaccordance with the applicable Order of Priority and to prepare investors' reports providinginformation on the performance of the Portfolios;

(d) the Operating Bank, the Transaction Bank, the English Transaction Bank and the CashManager will provide the Issuer with certain cash administration and investment services, inrelation to the monies standing, from time to time, to the credit of the relevant Accounts.

Pursuant to the Cash Administration and Agency Agreement, the Cash Manager may invest, on behalfof the Issuer, amounts standing to credit of the following accounts in Eligible Investments as follows:(i) the balance of the Payments Accounts may be invested in Eligible Investments on the BusinessDay immediately following a Payment Date and the Business Day following the fifteenth and thirtiethday of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth and except for each month in which a Payment Date falls) if the balance of such account isequal to or higher than Euro 50,000; (ii) the balance of the Collection and Recoveries Account may beinvested in Eligible Investments on the Business Day immediately following a Payment Date and theBusiness Day following the fifteenth and thirtieth day of each calendar month (except for February inwhich case the thirtieth day shall be the twenty-eighth day); (iii) the balance of the Reserve Accountmay be invested in Eligible Investments on the Business Day following the date on which the relevantamounts shall be credited on such account; (iv) the balance of each Single Portfolio Reserve Accountmay be invested in Eligible Investments on the Business Day following the date on which the relevantamounts shall be credited on each such account; and (v) the balance of each Principal AmortisationReserve Account may be invested in Eligible Investments on the Business Day following the date onwhich the relevant amounts shall be credited on each such account; and (vi) the balance of each Cash

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Reserve Account may be invested in Eligible Investments upon instruction of the Operating Bank,pursuant to clause 8.1 of the Cash Administration and Agency Agreement.

The Cash Administration and Agency Agreement and all non-contractual obligations arising out or inconnection with the Cash Administration and Agency Agreement are governed by and will beconstrued in accordance with Italian law, except for the provisions relating to the establishment,maintenance and operation of the Investment Account which are governed by English law.

The courts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection withthe Intercreditor Agreement and all non-contractual obligations arising out or in connection with theIntercreditor Agreement.

The Notes Subscription Agreement

Pursuant to a subscription agreement to be entered into on or prior to the Issue Date, between theIssuer, the Arranger, the Representative of the Noteholders and the Originators (the "NotesSubscription Agreement"), the Originators shall subscribe for the Notes and will appoint theRepresentative of the Noteholders to act as the representative of the Noteholders, subject to theconditions set out therein.

The Notes Subscription Agreement and all non-contractual obligations arising out or in connectionwith the Notes Subscription Agreement are governed by and will be construed in accordance withItalian Law.

The courts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection withthe Notes Subscription Agreement and all non-contractual obligations arising out or in connectionwith the Notes Subscription Agreement.

The Swap Agreement, the Swap Guarantee and the Swap Guarantee Security Agreement

On or about the date of this Prospectus, the Issuer will enter into two basis swap transactions (each a"Swap Transaction") with the Swap Counterparty. Each such transaction shall be evidenced by aswap confirmation (each a "Swap Confirmation") entered into pursuant to the 1992 InternationalSwaps and Derivatives Association, Inc. ("ISDA") Master Agreement (Multicurrency – Cross Border)(the Master Agreement), the Schedule thereto (the "Schedule") and the 1995 ISDA Credit SupportAnnex thereunder (the "Credit Support Annex" and together with the Master Agreement, theSchedule and the Swap Confirmations, the "Swap Agreement") between the Issuer and the SwapCounterparty. The Issuer will enter into the Swap Agreement in order to hedge its floating interest rateexposure in relation to the Class A Notes.

If the Swap Counterparty (or its guarantor, as applicable) is downgraded by Moody’s below any of therequired credit ratings set out in the Swap Agreement, the Swap Counterparty will be required to carryout, within the time frame specified in the Swap Agreement, one or more remedial measures at itsown cost which include the following:

(a) transfer all of its rights and obligations under the Swap Agreement to an appropriately ratedentity;

(b) arrange for an appropriately rated entity to become co-obligor or guarantor in respect of itsobligations under the Swap Agreement; and

(c) post collateral to support its obligations under the Swap Agreement.

Any such collateral will be credited to the Collateral Accounts, together with any interest ordistributions on, and any liquidation or other proceeds of, that collateral and will not be available forthe Issuer to make payments to the Issuer Secured Creditors generally, but may be applied only inaccordance with the Collateral Account Order of Priority set out in the Intercreditor Agreement.

The occurrence of certain termination events and events of default contained in the Swap Agreementmay cause the termination of the Swap Agreement prior to its stated termination date Such eventsinclude (1) redemption of the Class A Notes pursuant to Condition 7(4) (Mandatory redemption); (2)redemption of the Notes pursuant to Condition 7(3) (Redemption for Taxation) or 7(5) (Optional

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Redemption); (3) amendment of any Transaction Document without the prior written consent of theSwap Counterparty if such amendment affects the amount, timing or priority of any payments duefrom the Swap Counterparty to the Issuer or from the Issuer to the Swap Counterparty, (4) failure bythe Swap Counterparty to take certain remedial measures required under the Swap Agreementfollowing a Swap Counterparty Rating Event; and (5) acceleration of the Notes following service of aTrigger Notice.

Pursuant to the Swap Confirmations, with respect to each Payment Date the Issuer will pay the SwapCounterparty an amount equal to the notional amount multiplied by a floating rate calculated withreference to three-month Euribor and six-month Euribor respectively, in each case determined inaccordance with the Swap Agreement and reset periodically as specified in the Swap Agreement.

Under each of the Swap Confirmations, with respect to each Payment Date the Swap Counterpartywill pay to the Issuer an amount equal to the notional amount multiplied by six month Euribor payableunder the Class A Notes.

As further described in each Swap Confirmation, the notional amount for each Swap Transaction willbe calculated with reference to the Principal Components of the Claims hedged thereunder (other thanthe amount of any Principal Components due but unpaid, or that have been prepaid, at the relevantCollection Date and any Principal Components relating to Defaulted Claims) as of the Collection Datepreceding the beginning of each Calculation Period (as such term is defined in the Swap Agreement).For each Calculation Period, the notional amount in respect of each Swap Transaction will be thelower of the amount of such Principal Components and the scheduled maximum notional amount setout in the relevant Swap Confirmation, provided that if the Swap Counterparty is not provided withthe Consolidated Servicing Report with respect to a Calculation Period in accordance with theprovisions of the Swap Agreement, then the notional amount for that Calculation Period (as such termis defined in the Swap Agreement) shall be the lesser of the scheduled maximum notional amount setout in the relevant Swap Confirmation and the notional amount for the previous Calculation Period (assuch term is defined in the Swap Agreement).

The Swap Counterparty will be required to make payments pursuant to the Swap Agreement withoutany withholding or deduction of taxes unless required by law. If any such withholding or deduction isrequired by law, the Swap Counterparty will, subject to certain conditions, be required to pay suchadditional amount as is necessary to ensure that the net amount actually received by the Issuer willequal the full amount the Issuer would have received had no such withholding or deduction beenrequired. Such a change in tax law may result in the termination of the Swap Agreement. The Issuerwill not be required to gross up under the Swap Agreement. Any Swap Tax Credit Amounts payableby the Issuer shall be paid directly to the Swap Counterparty following receipt without regard to theCollateral Account Order of Priority or the Orders of Priority and shall not form Issuer AvailableFunds.

The Swap Agreement and any non-contractual obligations arising out of, or in connection with, theSwap Agreement are governed by and construed in accordance with English law. The courts ofEngland shall have exclusive jurisdiction to hear any disputes that may arise in connection therewith.

On the Issue Date, the obligations of J.P. Morgan Securities Plc as Swap Counterparty under the SwapAgreement will be guaranteed by JPMorgan Chase Bank, N.A. (the "Swap Guarantor") pursuant to aNew York law governed guarantee (the "Swap Guarantee"). The Issuer will create a first rankingsecurity interest over its rights under the Swap Guarantee in favour of the Representative of theNoteholders as security agent pursuant to a New York law governed security document (the "SwapGuarantee Security Agreement").

The Limited Recourse Loan Agreement

Each of the Originators is a subordinated loan provider (each a "Limited Recourse Loan Provider"and collectively, the "Limited Recourse Loan Providers"), pursuant to a limited recourse loanagreement to be entered into on or prior to the Issue Date between the Originators and the Issuer (the"Limited Recourse Loan Agreement"), pursuant to which: (i) CR Vallagarina grants to the Issuer asubordinated loan in the amount of Euro 1,978,183; (ii) CR Aldeno grants to the Issuer a subordinated

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loan in the amount of Euro 1,558,808; (iii) CR Alto Garda grants to the Issuer a subordinated loan inthe amount of Euro 2,926,607; (iv) CR Adamello grants to the Issuer a subordinated loan in theamount of Euro 1,643,595; (v) CR Giudicarie grants to the Issuer a subordinated loan in the amount ofEuro 2,146,765; (vi) CR Bolzano grants to the Issuer a subordinated loan in the amount of Euro1,814,843; (vii) CR Lavis grants to the Issuer a subordinated loan in the amount of Euro 1,915,115;(viii) CR Valle dei Laghi grants to the Issuer a subordinated loan in the amount of Euro 1,109,503;(ix) CR Fassa grants to the Issuer a subordinated loan in the amount of Euro 1,681,600; (x) CR AltaValdisole grants to the Issuer a subordinated loan in the amount of Euro 1,206,991; (xi) CR Perginegrants to the Issuer a subordinated loan in the amount of Euro 1,566,057; (xii) CR Rovereto grants tothe Issuer a subordinated loan in the amount of Euro 1,521,757; (xiii) CR Tuenno grants to the Issuera subordinated loan in the amount of Euro 1,227,987; (xiv) CR Trento grants to the Issuer asubordinated loan in the amount of Euro 2,582,665; (xv) BCC Romano grants to the Issuer asubordinated loan in the amount of Euro 1,284,628; (xvi) BCC Caraglio grants to the Issuer asubordinated loan in the amount of Euro 2,917,644; (xvii) BCC Cherasco grants to the Issuer asubordinated loan in the amount of Euro 5,452,177; (xviii) BCC Alba grants to the Issuer asubordinated loan in the amount of Euro 12,122,152; (xix) BCC Gatteo grants to the Issuer asubordinated loan in the amount of Euro 1,741,558; (xx) BCC Cavola grants to the Issuer asubordinated loan in the amount of Euro 2,148,338; (xxi) BCC Alto Vicentino grants to the Issuer asubordinated loan in the amount of Euro 1,242,143; (xxii) Centromarca grants to the Issuer asubordinated loan in the amount of Euro 1,647,798; (xxiii) BCC Pianfei grants to the Issuer asubordinated loan in the amount of Euro 1,635,525; (xxiv) BCC Sala grants to the Issuer asubordinated loan in the amount of Euro 1,277,103; (xxv) BCC San Giorgio grants to the Issuer asubordinated loan in the amount of Euro 3,357,048; (xxvi) BCC San Biagio grants to the Issuer asubordinated loan in the amount of Euro 1,450,223; (xxvii) BCC Santo Stefano grants to the Issuer asubordinated loan in the amount of Euro 1,934,825 and (xxviii) Mediocredito Trentino-Alto Adigegrants to the Issuer a subordinated loan in the amount of Euro 4,655,927 (each a "Limited RecourseLoan" and together the "Limited Recourse Loans"). The Limited Recourse Loans will be repaid inaccordance with the applicable Order of Priority. Each Limited Recourse Loan will be drawn down bythe Issuer on the Issue Date in order to (i) fund the relevant Cash Reserve, (ii) pay the upfront costs tobe paid by the Issuer in the context of the Securitisation, and (iii) fund the Retention Amount.

The Limited Recourse Loan Agreement and all non-contractual obligations arising out or inconnection with the Limited Recourse Loan Agreement are governed by and will be construed inaccordance with Italian law.

The courts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection withthe Limited Recourse Loan Agreement and all non-contractual obligations arising out or in connectionwith the Limited Recourse Loan Agreement.

The English Deed of Charge

Pursuant to a deed of charge and assignment governed by English law and executed by the Issuer onthe Signing Date (the "English Deed of Charge" and together with the Italian Deed of Pledge and theSwap Guarantee Security Agreement, the "Security Documents"), the Issuer has in favour of theRepresentative of the Noteholders (in its capacity as security trustee thereunder) on its own behalf andon behalf of the Issuer Secured Creditors (i) assigned all the Issuer's rights, title, interest and benefit(present and future) in, to and under the Swap Agreement; (ii) charged by way of first fixed charge theCash Collateral Account, the Securities Collateral Account and the Investment Account; and (iii)charged by way of first floating security the whole of the Issuer's undertaking, property and assets,present and future, relating to the Securitisation which are located in England and Wales and whichare not subject to effective security created pursuant to the other clauses of the English Deed ofCharge or otherwise.

The English Deed of Charge will be governed by and construed in accordance with English law.

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The Quotaholder's Agreement

Under the terms of a quotaholder's agreement to be entered into on or prior to the Issue Date betweenthe Quotaholder, the Representative of the Noteholders and the Issuer (the "Quotaholder'sAgreement") certain rules shall be set out in relation to the corporate governance of the Issuer.

The Quotaholder's Agreement and all non-contractual obligations arising out or in connection with theQuotaholder's Agreement are governed by and will be construed in accordance with Italian law.

The courts of Milan shall have exclusive jurisdiction to hear any disputes that arise in connection withthe Quotaholder's Agreement and all non-contractual obligations arising out or in connection with theQuotaholder's Agreement.

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WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES

Weighted average life refers to the average amount of time that will elapse from the date ofissuance of a security to the date of distribution to the investor of amounts distributed in netreduction of principal of such security. The weighted average life of the Class A Notes will beinfluenced by, inter alia, the actual rate of collection of the Claims.

Calculations as to the weighted average life and the expected maturity of the Class A Notes canbe made on the basis of certain assumptions, including the rate at which the Claims are prepaid,the amount of the Defaulted Claims and whether the Issuer exercises its option for an earlyredemption of the Notes.

The following table shows the weighted average life and the expected maturity of the Class ANotes and has been prepared based on the characteristics of the Claims included in the Portfolios,on historical performance and on the following additional assumptions:

(i) the constant prepayment rate as per table below, has been applied to the Portfolios inhomogeneous terms;

(ii) no Trigger Event occurs in respect to the Notes;

(iii) no redemption under Condition 7(5) (Optional redemption) or 7(3) (Redemption forTaxation) occurs;

(iv) there are 0% Defaulted Claims;

(v) there are 0% Delinquent Claims;

(vi) no purchase/sale/indemnity/renegotiations on the Portfolios is made according to theTransaction Documents.

The actual characteristics and performance of the Claims are likely to differ from theassumptions used in constructing the table set forth below, which is hypothetical in nature and isprovided only to give a general sense of how the principal cash-flows might behave. Anydifference between such assumptions and the actual characteristics and performance of theClaims will cause the weighted average life and the expected maturity of the Class A Notes todiffer (which difference could be material) from the corresponding information in the followingtable.

Constant prepayment rate Weighted Average Life(years)

Expected Maturity

2.00% 2.98 29/05/2019

4.00% 2.68 29/11/2018

6.00% 2.42 29/05/2018

8.00% 2.20 29/11/2017

10.00% 2.02 29/05/2017

The base case assumption above reflects the current expectations of the Issuer but no assurancecan be given that the redemption of the Class A Notes will occur as described above. Theprepayment rates are stated as an average annual prepayment rate but the prepayment rate for oneInterest Period may substantially differ from one period to another. The constant prepayment

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rates shown above are purely illustrative and do not represent the full range of possibilities forconstant prepayment rates.

The average life of the Class A Notes is subject to factors that are largely out of the control ofthe Issuer. As a consequence no assurance can be given that the above estimates will prove inany way to be realistic and therefore they must be considered with caution.

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the Notes (the "Conditions").

The Euro 1,533,000,000 Class A Asset Backed Floating Rate Notes due May 2060 (the "Class ANotes"), Euro 19,148,000 Class B1 Asset Backed Floating Rate Notes due May 2060 (the "Class B1Notes"), Euro 15,112,000 Class B2 Asset Backed Floating Rate Notes due May 2060 (the "Class B2Notes"), Euro 28,359,000 Class B3 Asset Backed Floating Rate Notes due May 2060 (the "Class B3Notes"), Euro 15,949,000 Class B4 Asset Backed Floating Rate Notes due May 2060 (the "Class B4Notes"), Euro 20,789,000 Class B5 Asset Backed Floating Rate Notes due May 2060 (the "Class B5Notes"), Euro 17,576,000 Class B6 Asset Backed Floating Rate Notes due May 2060 (the "Class B6Notes"), Euro 18,513,000 Class B7 Asset Backed Floating Rate Notes due May 2060 (the "Class B7Notes"), Euro 10,711,000 Class B8 Asset Backed Floating Rate Notes due May 2060 (the "Class B8Notes"), Euro 16,276,000 Class B9 Asset Backed Floating Rate Notes due May 2060 (the "Class B9Notes"), Euro 11,657,000 Class B10 Asset Backed Floating Rate Notes due May 2060 (the "ClassB10 Notes"), Euro 15,146,000 Class B11 Asset Backed Floating Rate Notes due May 2060 (the"Class B11 Notes"), Euro 14,717,000 Class B12 Asset Backed Floating Rate Notes due May 2060(the "Class B12 Notes"), Euro 11,935,000 Class B13 Asset Backed Floating Rate Notes due May2060 (the "Class B13 Notes"), Euro 24,958,000 Class B14 Asset Backed Floating Rate Notes dueMay 2060 (the "Class B14 Notes"), Euro 12,463,000 Class B15 Asset Backed Floating Rate Notesdue May 2060 (the "Class B15 Notes"), Euro 28,270,000 Class B16 Asset Backed Floating RateNotes due May 2060 (the "Class B16 Notes"), Euro 52,774,000 Class B17 Asset Backed FloatingRate Notes due May 2060 (the "Class B17 Notes"), Euro 118,306,000 Class B18 Asset BackedFloating Rate Notes due May 2060 (the "Class B18 Notes"), Euro 16,811,000 Class B19 AssetBacked Floating Rate Notes due May 2060 (the "Class B19 Notes"), Euro 20,840,000 Class B20Asset Backed Floating Rate Notes due May 2060 (the "Class B20 Notes"), Euro 11,992,000 ClassB21 Asset Backed Floating Rate Notes due May 2060 (the "Class B21 Notes"), Euro 15,985,000Class B22 Asset Backed Floating Rate Notes due May 2060 (the "Class B22 Notes"), Euro15,789,000 Class B23 Asset Backed Floating Rate Notes due May 2060 (the "Class B23 Notes"),Euro 12,320,000 Class B24 Asset Backed Floating Rate Notes due May 2060 (the "Class B24Notes"), Euro 32,452,000 Class B25 Asset Backed Floating Rate Notes due May 2060 (the "ClassB25 Notes"), Euro 14,008,000 Class B26 Asset Backed Floating Rate Notes due May 2060 (the"Class B26 Notes"), Euro 18,749,000 Class B27 Asset Backed Floating Rate Notes due May 2060(the "Class B27 Notes"), Euro 45,075,000 Class B28 Asset Backed Floating Rate Notes due May2060 (the "Class B28 Notes" and together with the Class B1 Notes, the Class B2 Notes, the Class B3Notes, the Class B4 Notes, the Class B5 Notes, the Class B6 Notes, the Class B7 Notes, the Class B8Notes, the Class B9 Notes, the Class B10 Notes, the Class B11 Notes, the Class B12 Notes, the ClassB13 Notes, Class B14 Notes, Class B15 Notes, Class B16 Notes, Class B17 Notes, Class B18 Notes,Class B19 Notes, Class B20 Notes, Class B21 Notes, Class B22 Notes, Class B23 Notes, Class B24Notes, Class B25 Notes, Class B26 Notes and the Class B27 Notes, the "Class B Notes" and togetherwith the Class A Notes, the "Notes") will be issued by BCC SME Finance 1 S.r.l. (the "Issuer") on 10August 2012 (the "Issue Date") in order to finance the purchase of the Claims (as defined below). TheIssuer is a company incorporated with limited liability under the laws of the Republic of Italy inaccordance with Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione deicrediti), as amended from time to time (the "Securitisation Law"), having its registered office atLargo Chigi 5 00187 Rome. The Issuer is enrolled in the register of the special purpose vehicles heldby the Bank of Italy pursuant to the Bank of Italy’s regulation dated 29 April 2011 with No. 35037.1.

The Notes are subject to and with the benefit of a cash administration and agency agreement (the"Cash Administration and Agency Agreement") to be entered into on or prior the Issue Date amongthe Issuer, the Servicers (as defined below), J.P. Morgan Securities Plc (in such capacity, the "SwapCounterparty"), Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. as operating bank(in such capacity, the "Operating Bank", which expression includes any successor operating bankappointed from time to time in respect of the Notes), Deutsche Bank AG, London Branch as principalpaying agent, agent bank, English transaction bank and cash manager (in such capacities, respectively,the "Principal Paying Agent", the "Agent Bank", the "English Transaction Bank" and the "Cash

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Manager", which expressions include any successor principal paying agent, computation agent, agentbank, English transaction bank and cash manager, respectively appointed from time to time in respectof the Notes), Deutsche Bank S.p.A. as transaction bank, computation agent and Italian paying agent(in such capacities, respectively, the "Transaction Bank", the "Computation Agent" and the "ItalianPaying Agent" which expression includes any successor transaction bank and Italian paying agentrespectively appointed from time to time in respect of the Notes), the Principal Paying Agent and theItalian Paying Agent, (the "Paying Agents"), Deutsche Bank Luxembourg S.A. as Irish listing agent(in such capacity, the "Irish Listing Agent", and, together with the Agent Bank, the Operating Bank,the Transaction Bank, English Transaction Bank, the Cash Manager and the Computation Agent, the"Agents") and Deutsche Trustee Company Limited as representative of the holders of the Notes (insuch capacity, the "Representative of the Noteholders", which expression includes any successor oradditional representative of the Noteholders appointed from time to time).

The Noteholders are deemed to have notice of and are bound by and shall have the benefit of, interalia, the terms of the rules of the organisation of the Noteholders (the "Rules of the Organisation ofNoteholders") which constitute an integral and essential part of these Conditions. The Rules of theOrganisation of Noteholders are attached hereto as a schedule. The rights and powers of theRepresentative of the Noteholders and the Noteholders may be exercised only in accordance with theRules of the Organisation of Noteholders.

Certain of the statements in these Conditions include summaries of, and are subject to, the detailedprovisions of the Cash Administration and Agency Agreement, the Intercreditor Agreement (asdefined below) and the other Transaction Documents (as defined below). Any reference in theseConditions to a particular Transaction Document is a reference to such Transaction Document as fromtime to time created and/or modified and/or supplemented in accordance with the provisions thereincontained and any deed or other document expressed to be supplemental thereto, as from time to timeso amended and/or modified and/or supplemented.

The holders of the Class A Notes (the "Class A Noteholders") and the holders of the Class B1 Notes(the "Class B1 Noteholders"), the holders of the Class B2 Notes (the "Class B2 Noteholders"), theholders of the Class B3 Notes (the "Class B3 Noteholders"), the holders of the Class B4 Notes (the"Class B4 Noteholders"), the holders of the Class B5 Notes (the "Class B5 Noteholders"), theholders of the Class B6 Notes (the "Class B6 Noteholders"), the holders of the Class B7 Notes (the"Class B7 Noteholders"), the holders of the Class B8 Notes (the "Class B8 Noteholders"), theholders of the Class B9 Notes (the "Class B9 Noteholders"), the holders of the Class B10 Notes (the"Class B10 Noteholders"), the holders of the Class B11 Notes (the "Class B11 Noteholders"), theholders of the Class B12 Notes (the "Class B12 Noteholders"), the holders of the Class B13 Notes(the "Class B13 Noteholders"), the holders of the Class B14 Notes (the "Class B14 Noteholders"),the holders of the Class B15 Notes (the "Class B15 Noteholders"), the holders of the Class B16Notes (the "Class B16 Noteholders"), the holders of the Class B17 Notes (the "Class B17Noteholders"), the holders of the Class B18 Notes (the "Class B18 Noteholders"), the holders of theClass B19 Notes (the "Class B19 Noteholders"), the holders of the Class B20 Notes (the "Class B20Noteholders"), the holders of the Class B21 Notes (the "Class B21 Noteholders"), the holders of theClass B22 Notes (the "Class B22 Noteholders"), the holders of the Class B23 Notes (the "Class B23Noteholders"), the holders of the Class B24 Notes (the "Class B24 Noteholders"), the holders of theClass B25 Notes (the "Class B25 Noteholders"), the holders of the Class B26 Notes (the "Class B26Noteholders"), the holders of the Class B27 Notes (the "Class B27 Noteholders"), the holders of theClass B28 Notes (the "Class B28 Noteholders") and, together with the Class B1 Noteholders, theClass B2 Noteholders, the Class B3 Noteholders, the Class B4 Noteholders, the Class B5Noteholders, the Class B6 Noteholders, the Class B7 Noteholders, the Class B8 Noteholders, theClass B9 Noteholders, the Class B10 Noteholders, the Class B11 Noteholders, the Class B12Noteholders, the Class B13 Noteholders, Class B14 Noteholders, Class B15 Noteholders, Class B16Noteholders, Class B17 Noteholders, Class B18 Noteholders, Class B19 Noteholders, Class B20Noteholders, Class B21 Noteholders, Class B22 Noteholders, Class B23 Noteholders, Class B24Noteholders, Class B25 Noteholders, Class B26 Noteholders and the Class B27 Noteholders, the"Class B Noteholders" and, together with the Class A Noteholders, the "Noteholders" and each a

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"Noteholder") are entitled to the benefit of, are bound by, and are deemed to have notice of, all theprovisions of the Cash Administration and Agency Agreement, the Rules of the Organisation ofNoteholders, the Intercreditor Agreement and the other Transaction Documents applicable to them.Copies of the Cash Administration and Agency Agreement, the Rules of the Organisation ofNoteholders, the Intercreditor Agreement and the other Transaction Documents are available forinspection during normal business hours by the Noteholders at the Specified Office of theRepresentative of the Noteholders and at the Specified Offices of each of the Paying Agents.

The Issuer has published to prospective Noteholders the prospetto informativo required by article 2 ofItalian law No. 130 of 30 April 1999 (disposizioni sulla cartolarizzazione dei crediti), as amendedfrom time to time (the "Securitisation Law"). Copies of the prospetto informativo will be available,upon request, to the holder of any Note during normal business hours at the Specified Office of theRepresentative of the Noteholders and at the Specified Offices of the Irish Listing Agent.

Any references below to a "Class" of Notes or a "Class" of Noteholders will be a reference to theClass A Notes or the Class B Notes, as the case may be, or to the respective holders thereof,respectively. References to "Noteholders" or to the "holders" of Notes are to the beneficial owners ofthe Notes.

The principal source of funds available to the Issuer for the payment of amounts due on the Notes willbe collections and recoveries made in respect of the Claims. The Claims will be segregated from allother assets of the Issuer by operation of the Securitisation Law and, pursuant to the IntercreditorAgreement, amounts deriving therefrom will be available, both before and after a winding-up of theIssuer, to satisfy the obligations of the Issuer to the Noteholders, to pay costs, fees and expenses dueto the Other Issuer Creditors under the Transaction Documents and to pay any other creditor of theIssuer in respect of costs, liabilities, fees or expenses payable to any such other creditor in relation tothe securitisation of the Claims by the Issuer through the issuance of the Notes (the "Securitisation").

Each Servicer shall ensure the proper segregation of the Issuer's accounting and property from its ownactivities and each Servicer, as "soggetto incaricato della riscossione dei crediti e dei servizi di cassae pagamento" pursuant to article 2(6) of the Securitisation Law, shall be responsible for verifying thatthe transactions to be carried out in connection with the Securitisation comply with applicable lawsand are consistent with the contents of the Prospectus.

Under the terms of the Intercreditor Agreement, the Issuer has, inter alia, granted a mandate to theRepresentative of the Noteholders, pursuant to which, inter alia, following service of a TriggerNotice, the Representative of the Noteholders shall be authorised under article 1723, secondparagraph, of the Italian civil code, to exercise, in the name of the Issuer but in the interest and for thebenefit of the Issuer Secured Creditors, all the Issuer's contractual rights arising out of the TransactionDocuments to which the Issuer is a party and in respect of the Claims, including the right to sell themin whole or in part, in the interest of the Issuer Secured Creditors.

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of all theprovisions of the Transaction Documents applicable to them. In particular, each Noteholder, by reasonof holding one or more Notes, recognises the Representative of the Noteholders as its representative,acting in its name and on its behalf, and agrees to be bound by the terms of the TransactionDocuments to which the Representative of the Noteholders is a party as if such Noteholder was itselfa signatory thereto.

1. DEFINITIONS

(a) In these Conditions:

"Acceleration Order of Priority" means the provisions relating to the order of priority ofpayments as set out in Condition 5(B) (Acceleration Order of Priority).

"Accounts" means, collectively, the Payments Account, the Collection and RecoveriesAccount, the Transitory Collection and Recoveries Accounts, the Investment Account, theCash Collateral Account, the Securities Collateral Account, the Principal Amortisation

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Reserve Accounts, the Expenses Account, the Cash Reserve Accounts, the Reserve Account,the Quota Capital Account and the Single Portfolio Reserve Accounts.

"Back-up Servicer" means Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.or any successor back-up servicer appointed from time to time in respect of thisSecuritisation.

"Back-up Servicing Agreement" means the back-up servicing agreement dated the SigningDate between, inter alios, the Issuer and the Back-up Servicer.

"Basic Terms Modification" has the meaning given to it in the Rules of the Organisation ofNoteholders.

"BCC Alba" means Banca di Credito Cooperativo di Alba Langhe e Roero soc. coop..

"BCC Alto Vicentino" means Banca Alto Vicentino Credito Cooperativo Schio soc. coop..

"BCC Caraglio" means Banca di Caraglio del Cuneese e della Riviera dei Fiori CreditoCooperativo soc. coop..

"BCC Cavola" means Banca di Cavola e Sassuolo Credito Cooperativo soc. coop..

"BCC Cherasco" means Banca di Credito Cooperativo di Cherasco soc. coop..

"BCC Gatteo" means Banca di Credito Cooperativo di Gatteo soc. coop..

"BCC Pianfei" means Banca di Credito Cooperativo di Pianfei e Rocca de’ Baldi soc. coop..

"BCC Romano" means Banca di Romano e Santa Caterina Credito Cooperativo (VI) soc.coop..

"BCC Sala" means Banca di Credito Cooperativo di Sala di Cesenatico soc. coop..

"BCC San Biagio" means Banca San Biagio del Veneto Orientale di Cesarolo, Fossalta diPortogruaro e Pertegada Banca di Credito Cooperativo soc. coop..

"BCC San Giorgio" means Banca San Giorgio e Valle Agno Credito Cooperativo di FaraVicentino soc. coop..

"Borrowers" means, collectively, the borrowers under the Loans and "Borrower" means anyone of them.

"Business Day" means any day (excluding Saturday and Sunday) on which banks are openfor business in Dublin, London and Milan on which the Trans-European Automated RealTime Gross Transfer System (TARGET 2) (or any successor thereto) is open.

"Calculation Date" means the fourth business day prior to each Payment Date.

"Cancellation Date" means the later of (i) the Payment Date falling on the first anniversaryof the Final Maturity Date (following application of the Single Portfolio Available Funds orIssuer Available Funds on such date in accordance with the applicable Order of Priority); (ii)the date when the Portfolios Outstanding Amount will have been reduced to zero and theIssuer Available Funds have been entirely utilised by the Issuer pursuant to the applicableOrder of Priority; and (iii) the date when all the Claims then outstanding will have beenentirely written off or sold by the Issuer and the Issuer Available Funds have been entirelyutilised by the Issuer pursuant to the applicable Order of Priority.

"Cash Reserve Accounts" means the twenty-eight euro-denominated accounts opened by theIssuer with the Transaction Bank, as better identified in the Cash Administration and AgencyAgreement.

"Cash Reserve Excess" has the meaning ascribed to it in Condition 5 (C) (c).

"Cash Reserves" means all of the Relevant Cash Reserve.

"Centromarca" means Centromarca Banca Credito Cooperativo soc. coop..

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"Claims" has the meaning given to the term "Crediti" in each Transfer Agreement, whichterm identifies the debt claims arising from the Loans comprised in the Portfolios.

"Class A Notes Principal Payment Amount" means (i) with respect to each Payment Date,the aggregate of all Single Portfolio Class A Notes Principal Payment Amounts (but excludingamounts payable under item (vi) of the definition of Single Portfolio Amortised Principal),plus (ii) only on the Payment Date on which the Single Portfolio Class A Notes PrincipalAmount Outstanding of each Portfolio may be redeemed in full by utilising the Cash Reserves(available on such Payment Date following payment in full of all items ranking higher in theCross Collateral Order of Priority), an amount equal to the aggregate Single Portfolio Class ANotes Principal Amount Outstanding (which would otherwise remain outstanding followingpayments under item (i) above); provided that on the Final Maturity Date the Class A NotesPrincipal Payment Amount will be equal to the aggregate of all Single Portfolio Class A NotesPrincipal Amount Outstanding.

"Clean Up Option Date" means any Payment Date, in relation to which on the precedingCalculation Date the principal aggregate outstanding amount of the Portfolios is equal to orless than 37.5 per cent of the lesser of (i) the principal outstanding amount of all the Portfoliosas of the Valuation Date; and (ii) the Purchase Price.

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme.

"Collection and Recoveries Account" means a euro-denominated current account opened bythe Issuer with the Transaction Bank, as better identified in the Cash Administration andAgency Agreement into which, inter alia, all the Collections will be transferred in accordancewith the Cash Administration and Agency Agreement.

“Collateral Account Order of Priority” means the order of priority set out under clause 22(Swap Collateral) of the Intercreditor Agreement for the application of amounts standing tothe credit of the Collateral Accounts.

“Collateral Accounts” means the Cash Collateral Account and the Securities CollateralAccount.

"Collateral Amounts" means any amount standing to the credit of the Collateral Accounts.

"Collection Date" means 30 April and 31 October of each year, the first Collection Datebeing 31 October 2012;

"Collection Period" means each period commencing on (and excluding) a Collection Dateand ending on (but including) the next succeeding Collection Date and in the case of the firstCollection Period, the period commencing on the Valuation Date (excluded) and ending on 31October 2012;

"Collection Policy" means, with respect to each Servicer, the collection policy applied bysuch Servicer in relation to its respective Portfolio.

"Collections" means all the amounts collected and/or recovered under the Claims on or afterthe Initial Execution Date and any amount received by the Issuer from the Servicers pursuantto the Servicing Agreement.

"CONSOB" means the Commissione Nazionale per le Società e la Borsa.

"Consolidated Servicing Report" means the consolidated servicing report for the overallportfolio (substantially in the form attached as schedule 6 of the Cash Administration andAgency Agreement) to be prepared by the Corporate Servicer and the Operating Bank andcontaining all the information relating to the servicing activities carried out by each of theServicers in the immediately preceding Collection Period and prepared on the basis of theinformation provided by each of the Servicers in the relevant Semi-Annual Servicing Report(or by the Back-up Servicer pursuant to clause 5 of the Back-up Servicing Agreement).

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"Corporate Services Agreement" means the agreement dated the Signing Date between,inter alios, the Corporate Servicer, the Representative of the Noteholders and the Issuer.

"Corporate Servicer" means FIS Full Integrated Solutions S.p.A. or any successor corporateservicer appointed from time to time in respect of this Securitisation.

"CR Adamello means Cassa Rurale Adamello – Brenta Banca di Credito Cooperativo soc.coop..

"CR Aldeno" means Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo soc.coop..

"CR Alta Valdisole" means Cassa Rurale Alta Valdisole e Pejo Banca di Credito Cooperativosoc. coop..

"CR Alto Garda" means Cassa Rurale Alto Garda Banca di Credito Cooperativo soc. coop..

"CR Bolzano" means Cassa Rurale di Bolzano – Raiffeisenkasse Bozen soc. coop..

"CR Fassa" means Cassa Rurale Val di Fassa e Agordino Banca di Credito Cooperativo soc.coop..

"CR Giudicarie" means Cassa Rurale Giudicarie Valsabbia Paganella Banca di CreditoCooperativo soc. coop..

"CR Lavis" means Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo soc.coop..

"CR Pergine" means Cassa Rurale di Pergine Banca di Credito Cooperativo soc. coop..

"CR Rovereto" means Cassa Rurale di Rovereto Banca di Credito Cooperativo soc. coop..

"CR Trento" means Cassa Rurale di Trento Banca di Credito Cooperativo soc. coop..

"CR Tuenno" means Cassa Rurale di Tuenno Val di Non Banca di Credito Cooperativo soc.coop..

"CR Vallagarina" means Cassa Rurale Bassa Vallagarina Banca di Credito Cooperativo soc.coop..

"CR Valle dei Laghi" means Cassa Rurale della Valle dei Laghi Banca di CreditoCooperativo soc. coop..

"Credit Support Annex" mean the 1995 credit support annex forming part of the SwapAgreement;

"Criteria" means collectively the General Criteria and the Specific Criteria.

"Cross Collateral Order of Priority" means the provisions relating to the order of priority ofpayments as set out in Condition 5(C) (Cross Collateral Order of Priority).

"Cross Collateral Event" has the meaning ascribed to it in Condition 11.

"Decree 239" means Italian legislative decree No. 239 of 1 April 1996, as subsequentlyamended.

"Decree 239 Withholding" means any withholding or deduction for or on account of"imposta sostitutiva" under Decree 239.

"Defaulted Claim" means a Claim which is classified as "in sofferenza" by the relevantServicer pursuant to its respective Collection Policy and in compliance with the applicablerules ‘Istruzioni di Vigilanza' of Banca d'Italia or a Claim which has at least, as the case maybe: (i) 12 Unpaid Instalments in relation to Claims with monthly instalments; (ii) 5 UnpaidInstalments in relation to Claims with quarterly instalments; (iii) 3 Unpaid Instalments inrelation to Claims with semi-annual Instalments; and (iv) 1 Unpaid Instalment in case of

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Claims with annual Instalments, which has remained unpaid for at least six months from therelevant due date.

"Default Ratio" means, with respect to any Payment Date, the ratio calculated as at theimmediately preceding Collection Date between (i) the cumulative Outstanding Principal,calculated on the date when each such Claim has been qualified as a Defaulted Claim, of allDefaulted Claims, and (ii) the Outstanding Principal of the Claims as at the Valuation Date.

"Delinquent Claims" (Crediti Incagliati) means the Claims which are classified as "partitaincagliata" by each Servicer pursuant to its Collection Policy and in compliance with theapplicable rules "Istruzioni di Vigilanza" of the Bank of Italy.

"Eligible Institution" means any depository institution organised under the laws of any statewhich is a member of the European Union or of the United States:

(i) with an “Baa2” long-term rating by Moody’s or, in the event of a depository institutionwhich does not have a long-term rating by Moody’s, an “P-2” short-term rating byMoody’s; and

(ii) whose long term rating debt obligations are rated at least “A (low)” from DBRS,

or such other rating being compliant with the criteria established by Moody's and DBRS fromtime to time; provided that, with respect to item (i) above, Deutsche Bank, Milan, acting asTransaction Bank, Computation Agent and Italian Paying Agent under the terms of the CashAdministration and Agency Agreement, it shall be deemed to be an Eligible Institution if:

(a) the short-term unsecured, unsubordinated and unguaranteed debt obligations of itscontrolling parent company (being Deutsche Bank AG) are rated P-2 by Moody's and thelong-term, unsecured and unsubordinated debt obligations of its controlling parentcompany are rated at least Baa2 by Moody's;

(b) the shareholding held by its controlling parent company does not fall below 90 per cent.;and

(c) the words ''Deutsche Bank'' are contained in its legal name unless the Rating Agencyconfirms that the deletion of such words does not affect the status of Eligible Institution.

For clarification, the DBRS rating is (a) the public rating assigned by DBRS or, if there is nopublic DBRS rating, then (b) the private rating assigned by DBRS. In the event of adepository institution which does not have a private rating nor a public rating from DBRS,then for DBRS the Eligible Institution will mean a depository institution which has thefollowing rating from at least 2 (two) of the following rating agencies:

(a) a long-term rating of at least "A-" by Fitch;

(b) a long-term rating of at least "A-" by S&P;

(c) a long-term rating of at least "A3" by Moody's.

"Eligible Investments" means:

(A) euro-denominated senior dematerialized unsubordinated debt financial instruments butexcluding for the avoidance of doubt credit linked notes and money market funds, or

(B) account or deposit held in England or Wales with an Eligible Institution,

provided that, in all cases under (A) and (B) above:

(i) such investments are immediately repayable on demand, disposable without penalty andhave, prior to the redemption in full of the Notes, at any time a fixed principal amount atmaturity at least equal to the principal amount invested and a maturity date falling notlater than the second Business Day preceding the Payment Date immediately succeedingthe Collection Period in respect of which such Eligible Investments were made;

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(ii) the debt securities or other debt instruments are issued by, or fully and unconditionallyguaranteed on an unsubordinated basis by, an institution whose unsecured andunsubordinated debt obligations have at least the following ratings:

(X) with respect to Moody’s ratings, either: (i) “Baa2” long-term rating by Moody’s or,in the event of an investment which does not have a long-term rating by Moody’s,"P-2" short-term rating by Moody’s, with regard to investments having a maturity ofless than or equal to one month; or (ii) "Baa1" by Moody’s in respect of long termdebt, with regard to investments having a maturity between one and three months, or(iii) "A3" by Moody’s in respect of long term debt, with regard to investmentshaving a maturity between three and six months; or such other lower rating beingcompliant with the criteria established by Moody’s from time to time; and

(Y) with respect to DBRS ratings, either: (i) "R-1(low)" by DBRS in respect of short-term debt and "A" by DBRS in respect of long-term debt, with regard to investmentshaving a maturity of less than or equal to one month; or (ii) "R-1(middle)" by DBRSin respect of short-term debt and "AA (low)" in respect of long-term debt, withregard to investments having a maturity of less than or equal to three months; (iii)"R-1(middle)" by DBRS in respect of short-term debt and "AA" in respect of long-term debt, with regard to investments having a maturity of less than or equal to sixmonths; or (iv) otherwise, with regard to investments having a maturity of less thanor equal to one month, which has the following ratings from at least 2 of thefollowing rating agencies:

(a) at least "A" by Fitch; (b) at least "A" by Standard & Poor’s; (c) at least "A2" byMoody’s, or (v) otherwise, with regard to investments having a maturity of less thanor equal to three months, which has the following ratings from at least 2 of thefollowing rating agencies: (a) at least "AA-" by Fitch; (b) at least "AA-" by Standard& Poor’s; (c) at least "Aa3" by Moody’s, or (vi) otherwise, with regard toinvestments having a maturity of less than or equal to six months, which has thefollowing ratings from at least 2 of the following rating agencies: (a) at least "AA"by Fitch; (b) at least "AA" by Standard & Poor’s; (c) at least "Aa2" by Moody’s, or(vii) such other lower rating being compliant with the criteria established by DBRSfrom time to time; or

(C) any other investment that, upon prior written notice to DBRS and Moody’s, does notadversely affect the current ratings of the Class A Notes;

provided that (1) in no case such investment under (A), (B) and (C) above shall be made, inwhole or in part, actually or potentially, in (X) tranches of other asset-backed securities; or(Y) credit-linked notes, swaps or other derivatives instruments, or synthetic securities; or (Z)any other instrument not allowed by the European Central Bank monetary policy regulationsapplicable from time to time for the purpose of qualifying the Class A Notes as eligiblecollateral; and (2) in case of downgrade below the rating allowed with respect to DBRS orMoody’s, as the case may be, the Issuer shall (i) in case of Eligible Investments beingsecurities, sell the securities, if it could be achieved without a loss, otherwise the relevantsecurity shall be allowed to mature, and (ii) in case of Eligible Investments being deposits,transfer within 30 calendar days the deposits to another account opened in England or Waleswith an Eligible Institution if it could be achieved without a loss, otherwise the relevantdeposit shall be allowed to expire.

"English Deed of Charge" means the deed of charge and assignment to be executed on oraround the Issue Date between the Issuer and the Representative of the Noteholders andgoverned by English law.

"English Law Transaction Documents" means the Swap Agreement and the English Deedof Charge.

"Extraction Date" means 9 May 2012.

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"EURIBOR" means:

(i) prior to the service of a Trigger Notice and in respect of each Interest Period, the rateoffered in the euro-zone inter-bank market for six-month deposits in euro whichappears on Reuters page 248 or (A) such other page as may replace the Reuters page248 on that service for the purpose of displaying such information or (B) if thatservice ceases to display such information, such page as displays such information onsuch equivalent service (or, if more than one, that one which is approved by theRepresentative of the Noteholders) as may replace the Reuters page 248 (the "ScreenRate") at or about 11.00 a.m. (Brussels time) on the Interest Determination Datefalling immediately before the beginning of such Interest Period;

(ii) following the service of a Trigger Notice and in respect of each Interest Period, therate offered in the euro-zone inter-bank market for deposits in euro applicable inrespect of such Interest Period which appears on the Screen Rate nominated andnotified by the Agent Bank for such purpose at or about 11.00 a.m. (Brussels time) onthe Interest Determination Date which falls immediately before the end of therelevant Interest Period; or

(iii) if the Screen Rate is unavailable at such time for deposits in euro in respect of therelevant period, then the rate for any relevant period shall be the arithmetic mean(rounded to four decimal places with the mid-point rounded upwards) of the ratesnotified to the Agent Bank at its request by each of the Reference Banks as the rate atwhich deposits in euro in respect of the relevant period in a representative amount areoffered by that Reference Bank to leading banks in the euro-zone inter-bank market ator about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date; or

(iv) if, at that time, the Screen Rate is unavailable and only two or three of the ReferenceBanks provide such offered quotations to the Agent Bank, the relevant rate shall bedetermined, as aforesaid, on the basis of the offered quotations of those ReferenceBanks providing such quotations; or

(v) if, at that time, the Screen Rate is unavailable and only one or none of the ReferenceBanks provides the Agent Bank with such an offered quotation, the relevant rate shallbe the rate in effect for the immediately preceding period to which one ofsub-paragraphs (i) or (ii) above shall have applied.

"Euro" or "euro" or "€" means the currency introduced at the start of the third stage ofEuropean economic and monetary union pursuant to the Treaty establishing the EuropeanCommunity (signed in Rome on 25 March 1957), as amended.

"Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear System.

"euro-zone" means the region comprising those member states of the European Union thatadopted the single currency in accordance with the Treaty establishing the EuropeanCommunity (signed in Rome on 25 March 1957) as amended by the Treaty on EuropeanUnion (signed in Maastricht on 7 February 1992) and the Treaty of Amsterdam (signed on 2October 1997).

"Expenses Account" means the euro-denominated current account opened by the Issuer withthe Operating Bank, as better identified in the Cash Administration and Agency Agreement.

"Extraordinary Resolution" has the meaning given to it in the Rules of the Organisation ofNoteholders.

"Final Redemption Date" means the earlier to occur between: (i) the date when thePortfolios Outstanding Amount will have been reduced to zero, and (ii) the date when all theClaims then outstanding will have been entirely written off or sold by the Issuer.

"Final Maturity Date" has the meaning given to it in Condition 7(1) (Final redemption).

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"General Criteria" means the objective general criteria listed in exhibit 2 of each TransferAgreement.

"Information Technology Services Provider" means the provider of certain informationtechnology services to the Services pursuant to the Servicing Agreement.

"Initial Execution Date" means 7 August 2012.

"Insolvent" means, in respect of the Issuer, that:

(i) the Issuer ceases or threatens to cease to carry on its business or a substantial part ofits business;

(ii) the Issuer is deemed unable to pay its debts pursuant to or for the purposes of anyapplicable law; or

(iii) the Issuer becomes unable to pay its debts as they fall due.

"Instalment" means, with respect to each Claim, the scheduled payment falling due from therelevant Borrower under the Loans, which consists of an Interest Component and a PrincipalComponent.

"Interest Amount" has the meaning given to it in Condition 6(3) (Determination of theInterest Rate, Calculation of the Interest Amount and Single Series Class B Notes InterestPayment Amount).

"Interest Amount Arrears" means the portion of the relevant Interest Amount for the Notesof any Class, calculated pursuant to Condition 6(8) (Interest Amount Arrears), which remainsunpaid on the relevant Payment Date.

"Intercreditor Agreement" means an intercreditor agreement dated on or about the IssueDate between, inter alios, the Issuer, the Noteholders (represented by the Representative ofthe Noteholders) and the Other Issuer Creditors;

"Interest Determination Date" means:

(a) prior to the service of a Trigger Notice, in respect of each Interest Period, the datefalling two Business Days prior to the Payment Date at the beginning of such InterestPeriod;

(b) following the service of a Trigger Notice, in respect of each Interest Period, the datefalling two Business Days prior to the Payment Date at the end of such InterestPeriod.

"Interest Components" means the collections deriving from the interest component of eachInstalment and the amounts due in respect of expenses, commissions for direct debitpayments, collection commissions, prepayment fees, interests for late payments (interessi dimora) and any other amount which is not a Principal Component.

"Interest Period" means each period from (and including) a Payment Date to (but excluding)the following Payment Date, provided that the first Interest Period (the "Initial InterestPeriod") shall begin on (and include) the Issue Date and end on (but exclude) the PaymentDate falling on the First Payment Date.

"Investment Account" means a euro-denominated securities account opened by the Issuerwith the English Transaction Bank into which will be deposited the securities from time totime owned by the Issuer as a result of investing in Eligible Investments.

"Issue Date" means 10 August 2012.

"Issue Price Difference" means an amount equal to the difference between each RelevantIssue Price and the purchase price to be paid by the Issuer to the relevant Subscriber pursuantto the relevant Transfer Agreement, as indicated in schedule 5 of the Notes SubscriptionAgreement.

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"Issuer Available Funds" means in respect of each Payment Date, following the service of aCross Collateral Notice or a Trigger Notice, the aggregate of (without duplication):

(i) all Collections received by the Issuer through the Servicers, during the immediatelypreceding Collection Period;

(ii) all other amounts transferred during the immediately preceding Collection Periodfrom the relevant Transitory Collection and Recoveries Account into the Collectionand Recoveries Account;

(iii) all interest accrued on the amounts standing to the credit of each of the Accounts(except for the Collateral Accounts and the Quota Capital Account) and paymentsreceived under the Eligible Investments during the immediately preceding CollectionPeriod;

(iv) all amounts, if any, credited to the Principal Amortisation Reserve Accounts on theimmediately preceding Payment Date;

(v) all amounts due and payable to the Issuer in respect of such Payment Date under theterms of the Swap Agreement (if and to the extent paid) other than (1) any CollateralAmounts; and (2) any Swap Tax Credit Amounts;

(vi) any Swap Collateral Account Surplus paid into the Payments Account in accordancewith the Collateral Account Order of Priority;

(vii) all amounts received from the Originators, if any, pursuant to the Warranty andIndemnity Agreement and/or the Transfer Agreements and any payment made to theIssuer by any other party to the Transaction Documents during the immediatelypreceding Collection Period;

(viii) all amounts, if any, credited to the Payments Account during the immediatelypreceding Collection Period other than the Issuer Available Funds utilised on theimmediately preceding Payment Date;

(ix) all amounts, if any, credited to the Reserve Account on any preceding Payment Dateand not yet utilised as Single Portfolio Available Funds or Issuer Available Funds;

(x) all amounts, if any, credited to the Single Portfolio Reserve Accounts on anypreceding Payment Date and not yet utilised as Single Portfolio Available Funds orIssuer Available Funds;

(xi) until full repayment of the Class A Notes:

(a) the amount of the Cash Reserves (each for an amount as determined pursuantto the terms of the Cash Administration and Agency Agreement) necessary topay amount due under items from First to Seventh (included) of theAcceleration Order of Priority, or under items from First to Seventh(included) of the Cross Collateral Order of Priority (as applicable) in theevent of a shortfall of the Issuer Available Funds in respect of such amountson such Payment Date,

(b) only on the Payment Date on which the amount under item (ii) of the Class ANotes Principal Payment Amount is to be utilised towards redemption of theClass A Notes, a corresponding amount of the Cash Reserves (each for anamount as determined pursuant to the terms of the Cash Administration andAgency Agreement), and

(c) on the earlier of the Final Maturity Date and the first Payment Date on whichthe Acceleration Order of Priority applies, the amount of the Cash Reservesnecessary to redeem in full the Class A Notes (each for an amount asdetermined pursuant to the terms of the Cash Administration and AgencyAgreement);

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(xii) the Cash Reserve Excess of all Portfolios;

(xiii) without duplication of (viii) above, payments made to the Issuer by any other party tothe Transaction Documents during the immediately preceding Collection Period;

(xiv) following the delivery of the Cross Collateral Notice, on the Calculation Dateimmediately preceding the Final Redemption Date and on any Calculation Datethereafter, the balance standing to the credit of the Expenses Account at such dates;and

(xv) as of each Calculation Date following the service of a Trigger Notice, any otheramounts received or recovered by or on behalf of the Issuer or the Representative ofthe Noteholders in respect of the Claims, the Note Security and the Issuer's Rightsunder the Transaction Documents (but excluding the Collateral Amounts (if any)).

"Issuer's Rights" means the Issuer's right, title and interest in and to the Claims, any rightsthat the Issuer has acquired under the Transaction Documents and any other rights that theIssuer has acquired against the Originators, any Other Issuer Creditors (including anyapplicable guarantors or successors) or third parties for the benefit of the Noteholders inconnection with the securitisation of the Claims.

"Issuer Secured Creditors" means the Noteholders, the Representative of the Noteholders,the Swap Counterparty, the Servicers, the Agent Bank, the Operating Bank, the EnglishTransaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent,the Cash Manager, the Back-up Servicer, the Corporate Servicer, the Stichting CorporateServices Provider, the Computation Agent, the Irish Listing Agent, the Back-up ServicerFacilitator, the Limited Recourse Loan Providers and the Originators (in respect of anymonetary obligation due to each of them by the Issuer under the relevant Transfer Agreementand the Warranty and Indemnity Agreement).

"Italian Deed of Pledge" means a deed of pledge under Italian law to be executed on oraround the Issue Date between, inter alios, the Issuer, the Representative of the Noteholders,the Swap Counterparty, the Servicers, the Agent Bank, the Operating Bank, the EnglishTransaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent,the Cash Manager, the Back-up Servicer, the Corporate Servicer, the Stichting CorporateServices Provider, the Computation Agent, the Irish Listing Agent, the Limited RecourseLoan Providers and the Originators.

"Italian Law Transaction Documents" means the Transfer Agreements, the ServicingAgreement, the Back-up Servicing Agreement, the Warranty and Indemnity Agreement, theCorporate Services Agreement, the Intercreditor Agreement, the Cash Administration andAgency Agreement, the Italian Deed of Pledge, the Stichting Corporate Services Agreement,the Quotaholder's Agreement, the Limited Recourse Loan Agreement, the Notes SubscriptionAgreement, these Conditions and the Rules of the Organisation of Noteholders.

"Late Payments 30 Claims" means any Claim, other than a Defaulted Claim, in respect ofwhich there are one or more Instalments due but unpaid for more than 30 (thirty) days.

"Late Payments 60 Claims" means any Claim, other than a Defaulted Claim, in respect ofwhich there are one or more Instalments due but unpaid for more than 60 (sixty) days.

"Late Payments 90 Claims" means any Claim, other than a Defaulted Claim, in respect ofwhich there are one or more Instalments due but unpaid for more than 90 (ninety) days.

"Limited Recourse Loan Agreement" means the limited recourse loan agreement dated theSigning Date between, inter alios, the Limited Recourse Loan Providers and the Issuer.

"Limited Recourse Loan Providers" means, collectively, CR Vallagarina, CR Aldeno, CRAlto Garda, CR Adamello, CR Giudicarie, CR Bolzano, CR Lavis, CR Valle dei Laghi, CRFassa, CR Alta Valdisole, CR Pergine, CR Rovereto, CR Tuenno, CR Trento, BCC Romano,BCC Caraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCC Cavola, BCC Alto Vicentino,

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Centromarca, BCC Pianfei, BCC Sala, BCC San Giorgio, BCC San Biagio, BCC SantoStefano e Mediocredito Trentino-Alto Adige, and each a "Limited Recourse LoanProvider";

"Loans" means each loan granted to a Borrower and classified as performing and meeting theCriteria, the receivables in respect of which have been transferred by each Originator to theIssuer pursuant to the relevant Transfer Agreement.

"Local Business Day " has the meaning given to it in Condition 8(3).

"Mediocredito Trentino-Alto Adige" means MEDIOCREDITO TRENTINO-ALTO ADIGES.p.A. – INVESTITIONBANK TRENTINO-SÜDITROL A.G..

"Meeting" has the meaning given to it in the Rules of the Organisation of Noteholders.

"Monte Titoli" means Monte Titoli S.p.A., with registered office at via Mantegna, 6, 20154Milan, Italy.

"Monte Titoli Account Holder" means any authorised financial intermediary institutionentitled to hold accounts on behalf of its customers with Monte Titoli and includes depositorybanks appointed by Clearstream, Luxembourg and Euroclear.

"Monthly Servicing Report Date " means the 10th calendar day of each month (or, if anysuch date is not a Business Day, that date will be the first following day that is a Business Dayunless that day falls in the next calendar month in which case that date will be the firstpreceding day that is a Business Day). The First Monthly Servicing Report Date is 10September 2012.

"Mortgage" means a mortgage (ipoteca) created by a Mortgagor on the Real Estate Assets asreal security interests (diritti reali di garanzia) to secure the payment or repayment of anyamounts payable in respect of a Mortgage Loan.

"Mortgage Loans" means each Loan, secured by a Mortgage, granted to a Borrower andclassified as performing and meeting the Criteria, the receivables in respect of which havebeen transferred by each of the Originators to the Issuer pursuant to the relevant TransferAgreement.

"Mortgagor" means any person, including a Borrower and/or a Obligor, who has granted aMortgage to any of the Originators to secure the payment or repayment of any amountpayable in respect of a Mortgage Loan as well as any successor or assignee thereof.

"Most Senior Class" means, at any point in time:

(a) for so long as there are Class A Notes outstanding, the Class A Notes; or

(b) upon repayment in full of the Class A Notes, the Class B Notes.

"Note Security" has the meaning given thereto in Condition 3(2) (Note Security).

"Notes Subscription Agreement" means the subscription agreement in respect of the Notesto be entered into on or about the Issue Date among, inter alios, the Originators, the Arranger,the Issuer and the Representative of the Noteholders.

"Notes Underwriters" or the "Subscribers" means, collectively, CR Vallagarina, CR Aldeno,CR Alto Garda, CR Adamello, CR Giudicarie, CR Bolzano, CR Lavis, CR Valle dei Laghi,CR Fassa, CR Alta Valdisole, CR Pergine, CR Rovereto, CR Tuenno, CR Trento, BCCRomano, BCC Caraglio, BCC Cherasco, BCC Alba, BCC Gatteo, BCC Cavola, BCC AltoVicentino, Centromarca, BCC Pianfei, BCC Sala, BCC San Giorgio, BCC San Biagio, BCCSanto Stefano e Mediocredito Trentino-Alto Adige, and "Notes Underwriter" means any oneof them.

"Order of Priority" means, as the case may be, any of the Pre-Accceleration Order ofPriority, Cross Collateral Order of Priority or the Acceleration Order of Priority.

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"Organisation of Noteholders" means the organisation of the Noteholders created by theissue and subscription of the Notes and regulated by the Rules of the Organisation ofNoteholders attached hereto as schedule.

"Originators" means, collectively, CR Vallagarina, CR Aldeno, CR Alto Garda, CRAdamello, CR Giudicarie, CR Bolzano, CR Lavis, CR Valle dei Laghi, CR Fassa, CR AltaValdisole, CR Pergine, CR Rovereto, CR Tuenno, CR Trento, BCC Romano, BCC Caraglio,BCC Cherasco, BCC Alba, BCC Gatteo, BCC Cavola, BCC Alto Vicentino, Centromarca,BCC Pianfei, BCC Sala, BCC San Giorgio, BCC San Biagio, BCC Santo Stefano eMediocredito Trentino-Alto Adige, and "Originator" means any one of them.

"Originator's Claims" means, collectively, the monetary claims that each Originator mayhave from time to time against the Issuer under the relevant Transfer Agreement (other than inrespect of the purchase price of the relevant Portfolio) and the Warranty and IndemnityAgreement, and including, without limitation, any amount due and payable in respect ofpurchase price adjustments due to the relevant Originator in case that a loan which met theCriteria was not included in the relevant Portfolio, and the Rateo Amounts.

"Other Issuer Creditors" means the Representative of the Noteholders, the SwapCounterparty, the Servicers, the Agent Bank, the Operating Bank, the English TransactionBank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the CashManager, the Back-up Servicer, the Corporate Servicer, the Stichting Corporate ServicesProvider, the Computation Agent, the Irish Listing Agent, the Back-up Servicer Facilitator, theLimited Recourse Loan Providers and the Originators.

"Outstanding Balance" means, on any date and in respect of each Defaulted Claim, therelevant Outstanding Principal calculated as at the date when each such Claim was classifiedas a Defaulted Claim minus the aggregate amount of recoveries received in respect of suchClaim.

"Outstanding Notes Ratio" means with respect to any Payment Date and to each Portfolio,the ratio, calculated as at the immediately preceding Collection Date, between: (x) therelevant Single Portfolio Notes Principal Amount Outstanding, and (y) the Principal AmountOutstanding of all the Notes.

"Outstanding Principal" means, with respect to any Claim on any date, the aggregate of allPrincipal Components owing by the relevant Borrower and scheduled to be paid on and/orafter such date.

"Payment Date" means 29 November 2012 (being the "First Payment Date") and, thereafter29 May and 29 November in each year (or, if any such date is not a Business Day, that datewill be the first following day that is a Business Day unless that day falls in the next calendarmonth in which case that date will be the first preceding day that is a Business Day).

"Payments Account" means a euro-denominated current account opened by the Issuer withthe Transaction Bank, as better identified in the Cash Administration and Agency Agreement.

"Portfolio No. 1" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Vallagarina pursuant to the relevant Transfer Agreement.

"Portfolio No. 2" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Aldeno pursuant to the relevant Transfer Agreement.

"Portfolio No. 3" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Alto Garda pursuant to the relevant Transfer Agreement.

"Portfolio No. 4" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Adamello pursuant to the relevant Transfer Agreement.

"Portfolio No. 5" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Giudicarie pursuant to the relevant Transfer Agreement.

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"Portfolio No. 6" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Bolzano pursuant to the relevant Transfer Agreement.

"Portfolio No. 7" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Lavis pursuant to the relevant Transfer Agreement.

"Portfolio No. 8" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Valle dei Laghi pursuant to the relevant Transfer Agreement.

"Portfolio No. 9" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Fassa pursuant to the relevant Transfer Agreement.

"Portfolio No. 10" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Alta Valdisole pursuant to the relevant Transfer Agreement.

"Portfolio No. 11" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Pergine pursuant to the relevant Transfer Agreement.

"Portfolio No. 12" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Rovereto pursuant to the relevant Transfer Agreement.

"Portfolio No. 13" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Tuenno pursuant to the relevant Transfer Agreement.

"Portfolio No. 14" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by CR Trento pursuant to the relevant Transfer Agreement.

"Portfolio No. 15" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Romano pursuant to the relevant Transfer Agreement.

"Portfolio No. 16" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Caraglio pursuant to the relevant Transfer Agreement.

"Portfolio No. 17" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Cherasco pursuant to the relevant Transfer Agreement.

"Portfolio No. 18" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Alba pursuant to the relevant Transfer Agreement.

"Portfolio No. 19" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Gatteo pursuant to the relevant Transfer Agreement.

"Portfolio No. 20" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Cavola pursuant to the relevant Transfer Agreement.

"Portfolio No. 21" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement.

"Portfolio No. 22" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by Centromarca pursuant to the relevant Transfer Agreement.

"Portfolio No. 23" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Pianfei pursuant to the relevant Transfer Agreement.

"Portfolio No. 24" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Sala pursuant to the relevant Transfer Agreement.

"Portfolio No. 25" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC San Giorgio pursuant to the relevant Transfer Agreement.

"Portfolio No. 26" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC San Biagio pursuant to the relevant Transfer Agreement.

"Portfolio No. 27" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by BCC Santo Stefano pursuant to the relevant Transfer Agreement.

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"Portfolio No. 28" means the monetary claims and connected rights arising under the Loanstransferred to the Issuer by Mediocredito Trentino-Alto Adige pursuant to the relevantTransfer Agreement.

"Portfolio Negative Balance" means with respect to any Payment Date and until fullrepayment of the Class A Notes, the difference, if positive, between:

(a) all amounts due to be paid by the Issuer on such Payment Date under items from(First) to (Eight) (included) of the Acceleration Order of Priority, or items from(First) to (Seventh) (included) of the Cross Collateral Order of Priority (as applicable)as well as, on the earlier of (i) the Final Maturity Date (following delivery of a CrossCollateral Notice) and (ii) the Payment Date on which the Single Portfolio Class ANotes Principal Amount Outstanding of each Portfolio may be redeemed in full byutilising for each Portfolio the Cash Reserves (available on such Payment Datefollowing payment in full of all items ranking higher in the Cross Collateral Order ofPriority), item (Ninth) of the Cross Collateral Order of Priority, and

(b) the Issuer Available Funds with respect to such Payment Date but excluding theamounts under item (xi) of the Issuer Available Funds.

"Portfolios" means the aggregate of the Portfolio No. 1, the Portfolio No. 2, the Portfolio No.3, the Portfolio No. 4, the Portfolio No. 5, the Portfolio No. 6, the Portfolio No. 7, thePortfolio No. 8, the Portfolio No. 9, the Portfolio No. 10, the Portfolio No. 11, the PortfolioNo. 12, the Portfolio No. 13, the Portfolio No. 14, the Portfolio No. 15, the Portfolio No. 16,the Portfolio No. 17, the Portfolio No. 18, the Portfolio No. 19, the Portfolio No. 20, thePortfolio No. 21, the Portfolio No. 22, the Portfolio No. 23, the Portfolio No. 24, the PortfolioNo. 25, the Portfolio No. 26, the Portfolio No. 27 and the Portfolio No. 28 and "Portfolio"means any one of them.

"Portfolios Outstanding Amount" means, on each Payment Date, the aggregate OutstandingPrincipal of all the Claims as at the end of the immediately preceding Collection Period.

"Pre-Acceleration Order of Priority" means the provisions relating to the order of priorityof payments as set out in Condition 5(A) (Pre-Acceleration Order of Priority).

"Principal Amortisation Reserve Accounts" means 28 euro-denominated current accountsopened by the Issuer with the Transaction Bank with respect to each Portfolio into which itwill be credited, inter alia, the Principal Amortisation Reserve Amount.

"Principal Amortisation Reserve Amount" means with respect to (A) a Payment Date onwhich either a Class A Notes Disequilibrium Event has occurred and (B) to each Portfolio, thedifference, if positive, between:

(i) the relevant Single Portfolio Available Funds; and

(ii) the aggregate of all amounts to be paid by the Issuer out of such Single PortfolioAvailable Funds under items First to Eleventh (following the occurrence of a Class ANotes Disequilibrium Event) of the Pre-Acceleration Order of Priority.

"Principal Amount Outstanding" means, in respect of a Note, on any date, the principalamount of that Note upon issue less the aggregate amount of all principal payments in respectof that Note that have been paid to the Noteholders prior to such date.

"Principal Component" means the principal component of each Instalment, includingamounts received upon prepayments of principal in respect of the Loans.

"Prospectus" means the prospectus for the Notes issued in the context of the Securitisation,approved by the Central Bank of Ireland as competent authority under the Directive2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the"Prospectus Directive").

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"Semi-Annual Servicing Report" means the report that each Servicer shall produce anddeliver within each Semi-Annual Servicing Report Date pursuant to article 6.1.3 of theServicing Agreement;

"Quotaholder's Agreement" means the quotaholder's agreement in relation to the Issuerdated the Signing Date between, inter alios, the Issuer, Stichting Elegance and theRepresentative of the Noteholders.

"Quota Capital Account" means a euro-denominated deposit account opened with theOperating Bank into which the Issuer's equity capital of € 10,000 shall remain deposited for aslong as any of the Notes are outstanding.

"Rateo Amounts" means:

(i) € 944,296.62 with respect to Banca d'Alba;

(ii) € 71,564.66 with respect to Bcc Alto Vicentino;

(iii) € 215,069.30 with respect to BCC Caraglio;

(iv) € 186,861.08 with respect to BCC Cavola e Sassuolo;

(v) € 144,334.98 with respect to BCC Centromarca;

(vi) € 579,215.10 with respect to BCC Cherasco;

(vii) € 313,941.82 with respect to BCC Gatteo;

(viii) € 77,632.19 with respect to BCC Pianfei e Rocca dè Baldi;

(ix) € 53,352.86 with respect to BCC Romano e S. Caterina;

(x) € 219,759.75 with respect to BCC S. Giorgio V. A.;

(xi) € 143,048.12 with respect to BCC S. Stefano Martellago;

(xii) € 213,855.99 with respect to BCC Sala Cesenatico;

(xiii) € 226,601.61 with respect to BCC San Biagio;

(xiv) € 132,129.53 with respect to Cassa Rurale Aldeno e Cadine;

(xv) € 259,986.80 with respect to CR Adamello Brenta;

(xvi) € 276,293.92 with respect to CR Alta Valdisole;

(xvii) € 415,715.61 with respect to CR Alto Garda;

(xviii) € 259,069.05 with respect to CR Vallagarina;

(xix) € 347,647.68 with respect to CR Fassa Agordino;

(xx) € 356,795.99 with respect to CR Giudicarie;

(xxi) € 184,902.86 with respect to CR Lavis Valle di Cembra;

(xxii) € 144,425.92 with respect to CR Pergine;

(xxiii) € 96,450.19 with respect to CR Rovereto;

(xxiv) € 169,943.50 with respect to CR Trento;

(xxv) € 148,472.39 with respect to CR Tuenno Val di Non;

(xxvi) € 97,192.31 with respect to CR Valle dei Laghi;

(xxvii) € 891,192.97 with respect to Mediocredito TAA and

(xxviii) € 228,731.08 with respect to Raiffeisen Bolzano.

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"Rating Agencies" means Moody's Italia S.r.l. and/or DBRS Ratings Limited and anysuccessors thereof and any other rating agency which shall be appointed by the Issuer to givea rating to the Class A Notes, each a "Rating Agency".

"Reference Banks" means, initially, Unicredit, BNP Paribas, HSBC, each acting through itsprincipal London office and, if the principal London office of any such bank is unable orunwilling to continue to act as a Reference Bank, the principal London office of such otherbank as the Issuer shall appoint and as may be approved in writing by the Representative ofthe Noteholders to act in its place.

"Relevant" when applied to the term "Portfolio" with respect to a Series of Class B Notes,means the Portfolio sold by the Originator that subscribes for such Series of Class B Notespursuant to the Notes Subscription Agreement and vice versa when applied to the term "Seriesof Class B Notes" with respect to a Portfolio, means the Series of Class B Notes subscribedfor by the Originator that sold such Portfolio; the same rule of interpretation shall apply toany other term which contains the words "Portfolio" or respectively "Series of Class B Notes"or which is directly and univocally linked to any of them.

"Relevant Cash Reserve" means, with respect to the Portfolio of each Limited RecourseLoan Provider and with reference to any given Payment Date and Calculation Date, themonies standing from time to time to the credit of the relevant Cash Reserve Account on theimmediately preceding Payment Date (after application of the Single Portfolio AvailableFunds or the Issuer Available Funds, in accordance with the applicable Order of Priority)except for each Issue Price Difference.

"Relevant Cash Reserve Available Amount" means, with respect to any Payment Date andeach Originator:

(i) in relation to calculations under clauses 15.2 (ii), 15.3 and 15.4 of the CashAdministration and Agency Agreement

(a) with respect to the First Payment Date, the amount standing to the credit ofthe Relevant Cash Reserve Account on the Issue Date; and

(b) with respect to any Payment Date thereafter, the amount standing to the creditof the Relevant Cash Reserve Account on the immediately precedingPayment Date (after application of the amount standing to the credit of theRelevant Cash Reserve Account in accordance with the applicable Order ofPriority); and

(ii) in relation to calculations under clauses 15.2 (x) and (y) of the Cash Administrationand Agency Agreement, the difference, if positive, between:

(a) the amount indicated under item (i) above, and

(b) any payments made under clause 15.1(a)(i) of the Cash Administration andAgency Agreement.

"Relevant Cash Reserve Individual Proportion" means

(i) on any Payment Date on which the Pre-Acceleration Order of Priority applies anduntil full repayment of the Class A Notes, the ratio between:

(x) the sum of the Relevant Cash Reserve Uncovered Amount related to all theOriginators; and

(y) the sum of the Relevant Cash Reserve Available Amount (under item (ii) ofthe relevant definition) related to all the Originators as at such Payment Date;

(ii) on any Payment Date on which any of the Cross Collateral Order of Priority or theAcceleration Order of Priority applies and until full repayment of the Class A Notes,the ratio between:

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(x) the Portfolio Negative Balance calculated as at the Calculation Dateimmediately preceding such Payment Date; and

(y) the sum of the Relevant Cash Reserve Available Amount (under item (i) of therelevant definition) related to all the Originators as at such Payment Date.

"Relevant Cash Reserve Uncovered Amount" means, on any Payment Date before thedelivery of a Trigger Notice or a Cross Collateral Notice and until full repayment of the ClassA Notes, with respect to an Originator, the difference, if positive, between:

(i) the relevant Single Portfolio Negative Balance as at such Payment Date; and

(ii) the Relevant Cash Reserve Available Amount of the relevant Originator (taking intoaccount for each Cash Reserve the relevant limit under clause 15.1 (ii) of the CashAdministration and Agency Agreement.

"Relevant Date" means, in respect of any payment in relation to the Notes, whichever is thelater of:

(a) the date on which the payment in question first becomes due; and

(b) if the full amount payable has not been received by the Principal Paying Agent or theRepresentative of the Noteholders on or prior to such date, the date on which, the fullamount having been so received, notice to that effect has been given to theNoteholders in accordance with Condition 16 (Notices).

"Relevant Proportion" means, for each Portfolio and each Relevant Swap Transaction, theratio, as of each Calculation Date, between (i) the Swap Single Portfolio OutstandingPrincipal Amount of such Relevant Swap Transaction as at the second Collection Dateimmediately preceding such Calculation Date and (ii) the Swap Outstanding PrincipalAmount of such Relevant Swap Transaction as at the second Collection Date immediatelypreceding such Calculation Date.

"Relevant Swap Transaction" means, in respect of each Portfolio, any Swap Transactionunder which any Claims in such Portfolio are hedged.

"Replacement Swap Premium" means the amount payable by the Issuer to a replacementswap counterparty or by a replacement swap counterparty to the Issuer (as the case may be) inorder to enter into a replacement swap agreement to replace or novate the Relevant SwapAgreement.

"Reserve Account" means a euro-denominated current account opened by the Issuer with theTransaction Bank, as better identified in the Cash Administration and Agency Agreement.

"Reserve Amount" means, with respect to each Payment Date on which the Pre-AccelerationOrder of Priority or the Cross Collateral Order of Priority applies, an amount equal to thedifference, if a positive number, between:

(i) € 22,000,000.00; and

(ii) the amount standing to the credit of the Reserve Account as at the Collection Dateimmediately preceding such Payment Date.

"Reserve Amount Quota" means:

(1) with respect to each Payment Date on which the Pre-Acceleration Order of Priorityapplies, on which a Detrimental Event has occurred and with respect to eachPortfolio, the lower of:

A. the difference, if positive, between (a) the relevant Single Portfolio AvailableFunds, and (b) the aggregate of all amounts to be paid by the Issuer on suchPayment Date out of the relevant Single Portfolio Available Funds underitems (i) to (xiii) of the Pre-Acceleration Order of Priority; and

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B. the amount calculated as follows:

(i) the difference, if positive, between (a) the relevant Single PortfolioAvailable Funds, and (b) the aggregate of all amounts to be paid bythe Issuer on such Payment Date out of the relevant Single PortfolioAvailable Funds under items (i) to (xiii) of the Pre-AccelerationOrder of Priority;

multiplied by

(ii) the ratio between:

(x) the Reserve Amount as at such Payment Date and

(y) the aggregate of the amounts calculated for each of thePortfolios as the difference, if positive, between (a) therelevant Single Portfolio Available Funds, and (b) theaggregate of all amounts to be paid by the Issuer on suchPayment Date out of the relevant Single Portfolio AvailableFunds under items from First to Thirtheenth of the Pre-Acceleration Order of Priority; and

(2) with respect to each Payment Date on which the Cross Collateral Order of Priorityapplies, on which a Detrimental Event has occurred with respect to the aggregate ofall the Portfolios, the lower of:

A. the Reserve Amount; and

B. the difference, if positive, between (a) the Issuer Available Funds, and (b) theaggregate of all amounts to be paid by the Issuer on such Payment Date outof the Issuer available Funds under items from First to Tenth of the CrossCollateral Order of Priority.

"Retention Amount" means (i) up to (but excluding) the First Payment Date, an amountequal to € 100,000 and (ii) thereafter, an amount equal to € 70,000.

"Secured Amounts" means all the amounts due, owing or payable by the Issuer, whetherpresent or future, actual or contingent, to the Noteholders under the Notes and the other IssuerSecured Creditors pursuant to the relevant Transaction Document.

"Security Interest" means any mortgage, charge, pledge, lien, right of set-off, specialprivilege (privilegio speciale), assignment by way of security, retention of title or any othersecurity interest whatsoever or any other agreement or arrangement having the effect ofconferring security.

"Semi-Annual Servicing Report" means the report that each Servicer shall produce anddeliver within each Semi-Annual Servicing Report Date pursuant to article 6.1.3 of theServicing Agreement;

"Semi-Annual Servicing Report Date" means the 10th calendar day of May and Novemberor in case that this day is not a Business Day, the following Business Day. The first Semi-Annual Servicing Report Date is 10 November 2012.

"Servicers" means, collectively, CR Vallagarina, CR Aldeno, CR Alto Garda, CR Adamello,CR Giudicarie, CR Bolzano, CR Lavis, CR Valle dei Laghi, CR Fassa, CR Alta Valdisole, CRPergine, CR Rovereto, CR Tuenno, CR Trento, BCC Romano, BCC Caraglio, BCC Cherasco,BCC Alba, BCC Gatteo, BCC Cavola, BCC Alto Vicentino, Centromarca, BCC Pianfei, BCCSala, BCC San Giorgio, BCC San Biagio, BCC Santo Stefano e Mediocredito Trentino-AltoAdige or any respective successor servicer appointed from time to time in respect of thisSecuritisation and "Servicer" means any one of them.

"Servicing Agreement" means the servicing agreement dated the Signing Date, between,inter alios, the Issuer and the Servicers.

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"Signing Date" means 8 August 2012.

"Single Portfolio Amortised Principal" means, with respect to each Payment Date and toeach Portfolio, an amount equal to the aggregate of:

(i) the aggregate amount of the Principal Components of the relevant Claims collectedduring the immediately preceding Collection Period excluding, all PrincipalComponents collected in such immediately preceding Collection Period in relation tothe Claims that have become Defaulted Claims in any previous Collection Period(without prejudice to the provisions under items (ii) and (iii) below);

(ii) the Outstanding Principal of the relevant Claims that have become Defaulted Claimsduring the immediately preceding Collection Period, as of the date when such Claimsbecame Defaulted Claims;

(iii) any amount received by the Issuer during the immediately preceding CollectionPeriod from the Originator of the relevant Claims pursuant to the relevant TransferAgreement and/or the Warranty and Indemnity Agreement; and

(iv) any repurchase price of the relevant Claims received in the immediately precedingCollection Period;

(v) on the First Payment Date an amount equal to 3% of the Single Portfolio Initial ClassA Notes Principal Amount Outstanding;

(vi) the relevant Single Portfolio Amortised Principal (or portion thereof) unpaid at theprevious Payment Date (for the avoidance of doubt including any amount unpaidunder item (v) hereabove); and

(vii) only on the Payment Date on which the Single Portfolio Class A Notes PrincipalAmount Outstanding of each Portfolio may be redeemed in full by utilising for eachPortfolio the Relevant Cash Reserve (available on such Payment Date followingpayment in full of all items ranking higher in the Pre-Acceleration Order of Priority),an amount equal to the relevant Single Portfolio Class A Notes Principal AmountOutstanding (which would otherwise remain outstanding following payments underitems from (i) to (vi) above).

"Single Portfolio Available Funds" means, in respect of each Payment Date and eachPortfolio, the aggregate (without duplication) of:

(i) all the Collections received by the Issuer, through the relevant Servicer of suchPortfolio, during the immediately preceding Collection Period in relation to theClaims of the Relevant Portfolio;

(ii) all other amounts transferred during the immediately preceding Collection Periodfrom the relevant Transitory Collection and Recoveries Account into the Collectionand Recoveries Account;

(iii) the relevant Outstanding Notes Ratio of all interest accrued on the amounts standingto the credit of each of the Accounts (except for the Collateral Accounts and the QuotaCapital Account) and payments received under the Eligible Investments during theimmediately preceding Collection Period;

(iv) all amounts, if any, retained in and/or credited to the relevant Principal AmortisationReserve Account on the immediately preceding Payment Date;

(v) the Relevant Proportion(s) of all amounts due and payable, although not yet paid, tothe Issuer by the Swap Counterparty in accordance with the terms of the RelevantSwap Transaction(s) on or around such Payment Date other than (1) any CollateralAmounts; and (2) any Swap Tax Credit Amounts;

(vi) the relevant Outstanding Notes Ratio of any Swap Collateral Account Surplus paidinto the Payments Account in accordance with the Collateral Account Order of

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Priority;

(vii) all amounts, if any, received from the relevant Originator pursuant to the Warrantyand Indemnity Agreement and/or the relevant Transfer Agreement in respect of therelevant Claims during the immediately preceding Collection Period;

(viii) (a) the relevant Outstanding Notes Ratio of all the amounts, if any, credited to thePayments Account during the immediately preceding Collection Period (save for theSingle Portfolio Available Funds utilised on the immediately preceding Payment Dateand the amounts under (b) and (c) herebelow), (b) the amounts credited on thePayments Accounts under item Twentieth of the Pre-Acceleration Order of Priority, onthe preceding Payment Date out of the relevant Single Portfolio Available Funds, and(c) in relation to the First Payment Date only, the relevant Issue Price Difference;

(ix) the amounts, if any, credited to the Reserve Account on the preceding Payment Dateout of the relevant Single Portfolio Available Funds;

(x) with respect to each Payment Date on which a Single Portfolio Detrimental Event hasnot occurred, the difference, if positive, between (a) all amounts, if any, credited tosuch Single Portfolio Reserve Account on any preceding Payment Date and not yetutilised as Single Portfolio Available Funds and (b) the amount calculated as follows:(I) all amounts, if any, credited to such Single Portfolio Reserve Account on anypreceding Payment Date and not yet utilised as Single Portfolio Available Funds,multiplied by (II) the ratio between (x) the amount equal to the difference between theTarget Cash Reserve Amount and the Relevant Cash Reserve (calculated taking intoaccount any amount to be paid on such Payment date), and (y) the aggregate of allamounts, if any, credited to all Single Portfolio Reserve Accounts on any precedingPayment Date and not yet utilised as Single Portfolio Available Funds;

(xi) until full repayment of the Class A Notes

(a) the amount of the Relevant Cash Reserve (augmented, if necessary, by theamount made available on such Payment Date by the other Relevant CashReserves pursuant to the terms of the Cash Administration and AgencyAgreement) necessary exclusively to pay amount due under items from Firstto Seventh of the Pre-Acceleration Order of Priority, in the event of a shortfallof the relevant Single Portfolio Available Funds in respect of such amounts onsuch Payment Date,

(b) only on the Payment Date on which the amount under item (vi) of the SinglePortfolio Amortised Principal is to be utilised towards payment of the relevantSingle Portfolio Class A Notes Principal Amount Outstanding, acorresponding amount of the Relevant Cash Reserve; and

(c) on the Final Maturity Date the amount of the Relevant Cash Reservenecessary to pay in full the relevant Single Portfolio Class A Notes PrincipalAmount Outstanding;

(xii) the Cash Reserve Excess of the Relevant Portfolio;

(xiii) any amount received on the same Payment Date under item Eleventh of the PreAcceleration Order of Priority of each of the other Portfolios;

(xiv) without duplication of (viii) above, the relevant Outstanding Notes Ratio of allpayments made to the Issuer by any other party to the Transaction Documents duringthe Collection Period immediately preceding such Calculation Date; and

(xv) on the Calculation Date immediately preceding the Final Redemption Date and onany Calculation Date thereafter, the balance standing to the credit of the ExpensesAccount at such dates.

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"Single Portfolio Class A Notes Principal Amount Outstanding" means with respect toeach Payment Date and to each Portfolio the positive difference between:

(i) the relevant Single Portfolio Initial Class A Notes Principal Amount Outstanding; and

(ii) the aggregate of all the Single Portfolio Class A Notes Principal Payment Amountspaid to the Class A Noteholders on the preceding Payment Dates.

"Single Portfolio Class A Notes Ratio" means, with respect to each Payment Date and eachPortfolio, the fraction, expressed as a percentage:

(a) the numerator of which is represented by the relevant Single Portfolio Class A NotesPrincipal Amount Outstanding; and

(b) the denominator of which is represented by the aggregate Principal AmountOutstanding of all Class A Notes as at such Payment Date (without considering anyprincipal payment to be made on such Payment Date).

"Single Portfolio Class A Notes Principal Payment Amount" means with respect to eachPayment Date and to each Portfolio the lower of:

a. the relevant Single Portfolio Amortised Principal, and

b. the relevant Single Portfolio Class A Notes Principal Amount Outstanding; each as atthe immediately preceding Collection Date; provided that on the Final Maturity Dateeach Single Portfolio Class A Notes Principal Payment Amount will be equal to therelevant Single Portfolio Class A Notes Principal Amount Outstanding.

"Single Portfolio Initial Class A Notes Principal Amount Outstanding" means

(i) with respect to Portfolio No. 1, an amount of the Class A Notes equal to € 44,700,000;

(ii) with respect to Portfolio No. 2, an amount of the Class A Notes equal to € 35,200,000;

(iii) with respect to Portfolio No. 3, an amount of the Class A Notes equal to €66,100,000;

(iv) with respect to Portfolio No. 4, an amount of the Class A Notes equal to €37,100,000;

(v) with respect to Portfolio No. 5, an amount of the Class A Notes equal to €48,500,000;

(vi) with respect to Portfolio No. 6, an amount of the Class A Notes equal to €41,000,000;

(vii) with respect to Portfolio No. 7, an amount of the Class A Notes equal to €43,300,000;

(viii) with respect to Portfolio No. 8, an amount of the Class A Notes equal to €25,100,000;

(ix) with respect to Portfolio No. 9, an amount of the Class A Notes equal to €38,000,000;

(x) with respect to Portfolio No. 10, an amount of the Class A Notes equal to €27,300,000;

(xi) with respect to Portfolio No. 11, an amount of the Class A Notes equal to €35,400,000;

(xii) with respect to Portfolio No. 12 , an amount of the Class A Notes equal to €34,400,000;

(xiii) with respect to Portfolio No. 13, an amount of the Class A Notes equal to €27,700,000;

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(xiv) with respect to Portfolio No. 14, an amount of the Class A Notes equal to €58,400,000;

(xv) with respect to Portfolio No. 15, an amount of the Class A Notes equal to €29,000,000;

(xvi) with respect to Portfolio No. 16, an amount of the Class A Notes equal to €65,900,000;

(xvii) with respect to Portfolio No. 17, an amount of the Class A Notes equal to €123,200,000;

(xviii) with respect to Portfolio No. 18, an amount of the Class A Notes equal to €276,000,000;

(xix) with respect to Portfolio No. 19, an amount of the Class A Notes equal to €39,400,000;

(xx) with respect to Portfolio No. 20, an amount of the Class A Notes equal to €48,500,000;

(xxi) with respect to Portfolio No. 21, an amount of the Class A Notes equal to €28,100,000;

(xxii) with respect to Portfolio No. 22, an amount of the Class A Notes equal to €37,200,000;

(xxiii) with respect to Portfolio No. 23, an amount of the Class A Notes equal to €37,000,000;

(xxiv) with respect to Portfolio No. 24, an amount of the Class A Notes equal to €28,900,000;

(xxv) with respect to Portfolio No. 25, an amount of the Class A Notes equal to €75,900,000;

(xxvi) with respect to Portfolio No. 26, an amount of the Class A Notes equal to €32,800,000;

(xxvii) with respect to Portfolio No. 27, an amount of the Class A Notes equal to €43,700,000;

(xxviii) with respect to Portfolio No. 28, an amount of the Class A Notes equal to €105,200,000.

"Single Portfolio Negative Balance" means with respect to any Payment Date on which thePre-Acceleration Order of Priority applies and until full repayment of the Class A Notes, thedifference, if positive, between:

(a) all amounts due to be paid by the Issuer on such Payment Date under items from(First) to (Seventh) (included) of the Pre-Acceleration Order of Priority, and

(b) the Single Portfolio Available Funds with respect to such Payment Date but excludingthe amounts under item (xi) of the Single Portfolio Available Funds.

"Single Portfolio Notes Principal Amount Outstanding" means with respect to eachPayment Date:

(i) with respect to Portfolio No. 1, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B1 Notes;

(ii) with respect to Portfolio No. 2, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B2 Notes;

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(iii) with respect to Portfolio No. 3, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B3 Notes;

(iv) with respect to Portfolio No. 4, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B4 Notes;

(v) with respect to Portfolio No. 5, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B5 Notes;

(vi) with respect to Portfolio No. 6, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B6 Notes;

(vii) with respect to Portfolio No. 7, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B7 Notes;

(viii) with respect to Portfolio No. 8, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B8 Notes;

(ix) with respect to Portfolio No. 9, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B9 Notes;

(x) with respect to Portfolio No. 10, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B10 Notes;

(xi) with respect to Portfolio No. 11, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B11 Notes;

(xii) with respect to Portfolio No. 12, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B12 Notes;

(xiii) with respect to Portfolio No. 13, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B13 Notes;

(xiv) with respect to Portfolio No. 14, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B14 Notes;

(xv) with respect to Portfolio No. 15, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B15 Notes;

(xvi) with respect to Portfolio No. 16, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B16 Notes;

(xvii) with respect to Portfolio No. 17, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B17 Notes;

(xviii) with respect to Portfolio No. 18, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B18 Notes;

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(xix) with respect to Portfolio No. 19, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B19 Notes;

(xx) with respect to Portfolio No. 20, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B20 Notes;

(xxi) with respect to Portfolio No. 21, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B21 Notes;

(xxii) with respect to Portfolio No. 22, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B22 Notes;

(xxiii) with respect to Portfolio No. 23, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B23 Notes;

(xxiv) with respect to Portfolio No. 24, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B24 Notes;

(xxv) with respect to Portfolio No. 25, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B25 Notes;

(xxvi) with respect to Portfolio No. 26, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B26 Notes;

(xxvii) with respect to Portfolio No. 27, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B27 Notes;

(xxviii) with respect to Portfolio No. 28, the aggregate of the relevant Single Portfolio Class ANotes Principal Amount Outstanding and the Principal Amount Outstanding of theClass B28 Notes;

in each case as at the immediately preceding Collection Date.

"Single Portfolio Reserve Accounts" means the twenty-eight euro-denominated currentaccounts opened by the Issuer with the Transaction Bank with respect to each Portfolio intowhich, inter alia, the Single Portfolio Reserve Amount, as better identified in the CashAdministration and Agency Agreement.

"Single Portfolio Reserve Amount" means with respect to a Payment Date on which a SinglePortfolio Detrimental Event has occurred and to each Portfolio, the difference, if positive,between:

(i) the relevant Single Portfolio Available Funds, and

(ii) the aggregate of all amounts to be paid by the Issuer out of such Single PortfolioAvailable Funds under items First to Twelth of the Pre-Acceleration Order ofPriority.

"Single Series Class B Notes Interest Payment Amount" means with respect to eachPayment Date and to each Class of Class B Notes an amount, calculated on the CalculationDate immediately preceding such Payment Date, equal to:

(i) the aggregate of all Interest Components accrued on the Claims of the RelevantPortfolio in the immediately preceding Collection Period (excluding the Rateo

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Amounts); plus

(ii) the Relevant Proportion(s) of all amounts to be received by the Issuer under theRelevant Swap Transaction(s) on or around such Payment Date other than (1) anyCollateral Amounts; and (2) any Swap Tax Credit Amounts; plus

(iii) all amounts received or recovered by the Issuer in the immediately precedingCollection Period with respect to the Claims of the Relevant Portfolio which are orhave been Defaulted Claims; plus

(iv) (a) the relevant Outstanding Notes Ratio of all amounts of interest (if any) accrued onthe amounts standing from time to time to the credit of the Payments Account, theExpenses Account and the Collection and Recoveries Account and paid into the sameduring the immediately preceding Collection Period; and (b) all amounts of interest (ifany) accrued on the amounts standing from time to time to the credit of the relevantTransitory Collection and Recoveries Account, Single Portfolio Reserve Account,Principal Amortisation Reserve Account and Cash Reserve Account and paid into thesame during the immediately preceding Collection Period; and (c) all amounts ofinterest (if any) accrued on the amounts standing from time to time to the credit of theReserve Account which were paid into it out of the relevant Single Portfolio AvailableFunds, during the immediately preceding Collection Period; plus

(v) the relevant Outstanding Notes Ratio of all payments (if any) received under theEligible Investments during the immediately preceding Collection Period; plus

(vi) the Cash Reserve Excess of the Relevant Portfolio; minus

(vii) (a) the aggregate of all amounts due to be paid by the Issuer on the next followingPayment Date out of the relevant Single Portfolio Available Funds under items First,Second, Third to Seventh and Fifteenth of the Pre-Acceleration Order of Priority, or

(b) all amounts due to be paid by the Issuer on the next following Payment Date underitem Sixth of the Acceleration Order of Priority to the Servicer of the RelevantPortfolio, plus the relevant Outstanding Notes Ratio of all amounts due to be paid bythe Issuer on the next following Payment Date under items First, Second, Third,Fourth, Fifth, Seventh, Tenth and Eleventh of the Acceleration Order of Priority, or

(c) all amounts due to be paid by the Issuer on the next following Payment Date underitem Sixth of the Cross Collateral Order of Priority to the Servicer of the RelevantPortfolio, plus the relevant Outstanding Notes Ratio of all amounts due to be paid bythe Issuer on the next following Payment Date under items First, Second, Third,Fourth, Fifth, Seventh, Eighth, Twelfth and Thirteenth of the Cross Collateral Order ofPriority; minus

(viii) the Outstanding Balance of all the Claims of the Relevant Portfolio which havebecome Defaulted Claims during the immediately preceding Collection Periodcalculated as at the immediately preceding Collection Date; minus

(ix) the difference, if positive, between (a) the aggregate amount to be paid on suchPayment Date as Single Portfolio Amortised Principal towards redemption of theSingle Portfolio Class A Notes Principal Amount Outstanding of the RelevantPortfolio; and (b) the amount accrued in respect of such Payment Date under itemsfrom (i) to (iv) of the definition of Single Portfolio Amortised Principal in respect ofthe Relevant Portfolio.

"Specific Criteria" means the objective specific Criteria for each Relevant Portfolio, listed inexhibit 1 part 2 of the relevant Transfer Agreement.

"Specified Offices" has the meaning given in Condition 16(3) (Initial Specified Offices).

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"Stichting Corporate Services Agreement" means the agreement dated the Signing Datebetween the Stichting Corporate Services Provider, the Representative of the Noteholders andthe Issuer.

"Stichting Corporate Services Provider" means Wilmington Trust SP Services (London)Limited, or any successor Stichting corporate services provider appointed from time to time inrespect of this Securitisation.

“Swap Agreement” means the ISDA 1992 Master Agreement (Multicurrency-Cross Border)together with the schedule and 1995 credit support annex thereto and two confirmationsevidencing swap transactions thereunder each dated on or about the Issue Date between theIssuer and the Swap Counterparty as amended and/or supplemented from time to time.

"Swap Collateral Account Surplus" has the meaning given to such term in Clause 22 (SwapCollateral) of the Intercreditor Agreement.

"Swap Counterparty" means J.P. Morgan Securities Plc or any successor swap counterpartyappointed from time to time in respect of this Securitisation.

"Swap Guarantee Security Agreement" means the New York law security entered into on orabout the Signing Date between the Issuer and the Representative of the Noteholders (assecurity agent), as from time to time modified in accordance with the provisions thereincontained and including any agreement or other document expressed to be supplementalthereto.

"Swap Outstanding Principal Amount" means, with respect to each Relevant SwapTransaction, the notional amount of such Relevant Swap Transaction as specified in therelevant Swap Confirmation, in each case being an amount which references the aggregateprincipal amount outstanding of all of the Claims hedged thereunder.

"Swap Single Portfolio Outstanding Principal Amount" means, in respect of each Portfolioand each Relevant Swap Transaction, the Swap Outstanding Principal Amount of the Claimsin such Portfolio hedged under such Relevant Swap Transaction.

"Swap Tax Credit Amount" means any amount attributable to a tax credit payable by theIssuer to the Swap Counterparty pursuant to the Swap Agreement.

"Swap Transactions" means the interest rate swap transactions entered into between theIssuer and the Swap Counterparty on the Signing Date and "Swap Transaction" means anyone of these.

"Target Cash Reserve Amount" means with respect to each Portfolio, an amount equal to3.011% of the principal outstanding amount of the Relevant Portfolio as of the ValuationDate; provided that each Target Cash Reserve Amount will be equal to 0 (zero) on the earlierof the Payment Date on which the Class A Notes are redeemed in full (and on each PaymentDate thereafter) and the Final Maturity Date.

"TARGET 2 Settlement Day" means any day on which TARGET 2 (the Trans-EuropeanAutomated Real-Time Gross Settlement Express Transfer system 2) is open.

"Transaction Documents" means, collectively, the Italian Law Transaction Documents andthe English Law Transaction Documents.

"Transitory Collection and Recoveries Accounts" means the twenty-eight euro-denominated current accounts opened by the Issuer with the Operating Bank identified withrespect to each Portfolio into which, inter alia, all Collections relative to the relevant Portfolioshall be paid.

"Transfer Agreements" means, collectively, the 28 transfer agreements dated the InitialExecution Date between, inter alios, the Issuer and each of the Originators and "TransferAgreement" means any one of them.

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"Unpaid Instalment" means any Instalment in respect of which the Interest Componentand/or the Principal Component have not been duly paid in full by the relevant Borrower onthe scheduled date for payment thereof.

"Trigger Event" has the meaning ascribed to it in Condition 10.

"Valuation Date" means 23:59 of 24 May 2012.

"Written Resolution" means a resolution in writing signed by or on behalf of all holders ofNotes who for the time being are entitled to receive notice of a Meeting of such holders ofNotes in accordance with the Rules of the Organisation of Noteholders, whether contained inone document or several documents in the same form, each signed by or on behalf of one ormore such holders of Notes.

In these Conditions, the following events are deemed to have occurred as set out below:

a "Class A Notes Disequilibrium Event" shall occur with respect to a Payment Date, if onsuch Payment Date the Single Portfolio Class A Notes Principal Amount Outstanding relatingto one or more (but not all) Portfolios is reduced to zero (considering also any principalpayment to be made on such Payment Date);

a "Detrimental Event" shall occur with respect to a Payment Date (other than a PaymentDate on which the Class A Notes are redeemed in full) when the Cash Reserve (calculatedtaking into account any amount to be paid into and out of the Cash Reserve Accounts on suchPayment Date) is less than 80% (eighty per cent) of the aggregate of the Target Cash ReserveAmounts.

An "Insolvency Event" will have occurred in respect of the Issuer if:

(i) the Issuer becomes subject to any applicable bankruptcy, liquidation, administration,receivership, insolvency, composition or reorganisation (among which, withoutlimitation, fallimento, liquidazione coatta amministrativa, concordato preventivo andaccordi di ristrutturazione, each such expression bearing the meaning ascribed to itby the laws of the Republic of Italy, and including also any equivalent or analogousproceedings under the law of the jurisdiction in which the Issuer is deemed to carryon business including the seeking of liquidation, winding-up, reorganisation,dissolution, administration, receivership, arrangement, adjustment, protection or reliefof debtors) or similar proceedings or the whole or any substantial part of theundertaking or assets of the Issuer are subject to a pignoramento or similar procedurehaving a similar effect (other than any portfolio of assets purchased by the Issuer forthe purposes of further securitisation transactions), unless in the opinion of theRepresentative of the Noteholders (who may in this respect rely on the advice of alawyer selected by it), such proceedings are being disputed in good faith with areasonable prospect of success;

(ii) an application for the commencement of any of the proceedings under (i) above ismade in respect of or by the Issuer or the same proceedings are otherwise initiatedagainst the Issuer and, in the opinion of the Representative of the Noteholders (whomay in this respect rely on the advice of a lawyer selected by it), the commencementof such proceedings are not being disputed in good faith with a reasonable prospect ofsuccess;

(iii) the Issuer takes any action for a re-adjustment or deferment of any of its obligationsor makes a general assignment or an arrangement or composition with or for thebenefit of its creditors (other than the Issuer Secured Creditors) or is granted by acompetent court a moratorium in respect of any of its indebtedness or any guaranteeof any indebtedness given by it or applies for suspension of payments; or

(iv) an order is made or an effective resolution is passed for the winding-up, liquidation,administration or dissolution in any form of the Issuer (except a winding-up for the

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purposes of or pursuant to a solvent amalgamation or reconstruction, the terms ofwhich have been previously approved in writing by the Representative of theNoteholders) or any of the events under article 2484 of the Italian civil code occurswith respect to the Issuer;

a "Single Portfolio Detrimental Event" shall occur with respect to a Payment Date (otherthan a Payment Date on which the Class A Notes are redeemed in full) and to a Portfolio,when one or more Relevant Cash Reserve (calculated taking into account any amount to bepaid into and out of such relevant Cash Reserve Account on such Payment Date) is less than50% (fifty per cent) of the relevant Target Cash Reserve Amount. Upon the occurrence of aSingle Portfolio Detrimental Event with respect to one or more Portfolios, and on eachfollowing Payment Date until such event is continuing, the Issuer shall be obliged to credit theSingle Portfolio Reserve Amount with respect to each Portfolio having enough fundsavailable for such purpose into the relevant Single Portfolio Reserve Account.

2. FORM, DENOMINATION, STATUS

(i) Form

The Notes are in bearer and dematerialised form (emesse in forma dematerializzata) and willbe wholly and exclusively deposited with Monte Titoli in accordance with Article 83-bis ofthe Legislative Decree No. 58 of 24 February 1998, through the authorised institutions listedin article 30 of such legislative decree and with Regulation jointly issued by CommissioneNazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy on 22 February 2008,as amended from time to time.

(ii) Denomination

The Class A Notes are issued in the denomination of € 100,000. The Class B Notes are issued

in the denomination of € 1.000.

(iii) Title

The Notes will be held by Monte Titoli on behalf of the Noteholders until redemption andcancellation for the account of each relevant Monte Titoli Account Holder. Monte Titoli shallact as depository for Clearstream, Luxemburg and Euroclear. The Notes will at all times be inbook entry form and title to the Notes will be evidenced by book entries in accordance withthe provisions of: (i) article 83-bis of the Legislative Decree No. 58 of 24 February 1998; and(ii) resolution dated 22 February 2008 jointly issued by CONSOB and the Bank of Italy, asamended from time to time. No physical document of title will be issued in respect of theNotes.

(iv) Holder Absolute Owner

Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, theRepresentative of the Noteholders and each of the Paying Agents may (to the fullest extentpermitted by applicable laws) deem and treat the Monte Titoli Account Holder, whose accountis at the relevant time credited with a Note, as the absolute owner of such Note for allpurposes (whether or not the Note shall be overdue and notwithstanding any notice to thecontrary, any notice of ownership or writing on the Note or any notice of any previous loss ortheft of the Note) and shall not be liable for doing so.

3. STATUS, PRIORITY AND SEGREGATION

(1) Status

The Notes constitute limited recourse obligations of the Issuer and, accordingly, the extent ofthe obligation of the Issuer to make payments under the Notes is limited to the aggregate ofthe Single Portfolio Available Funds or the Issuer Available Funds, as applicable. The Notesare secured over certain assets of the Issuer pursuant to the Note Security. The Noteholdersacknowledge that the limited recourse nature of the Notes produces the effects of a "contratto

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aleatorio" under Italian law and are deemed to accept the consequences thereof, including butnot limited to the provisions under article 1469 of the Italian Civil Code. The rights arisingfrom the Note Security are included in each Note.

(2) Note Security

As security for the discharge of the Secured Amounts, the Issuer will create, pursuant to the

Italian Deed of Pledge, the Swap Guarantee Security Agreement and the English Deed of

Charge, the following security (together, the "Note Security"):

(i) concurrently with the issue of the Notes, in favour of the Representative of theNoteholders for itself and on behalf of the Noteholders and the other Issuer SecuredCreditors, an Italian law pledge over all monetary claims and rights and all theamounts (including payment for claims, indemnities, damages, penalties, credits andguarantees) to which the Issuer is entitled from time to time pursuant to the TransferAgreements, the Servicing Agreement, the Back-up Servicing Agreement, theWarranty and Indemnity Agreement, the Corporate Services Agreement, theIntercreditor Agreement, the Cash Administration and Agency Agreement (other thanin respect of certain provisions of the Cash Administration and Agency Agreementwhich are governed by English law), the Quotaholder's Agreement, the LimitedRecourse Loan Agreement, the Stichting Corporate Services Agreement and theNotes Subscription Agreement;

(ii) concurrently with the issue of the Notes, in favour of the Representative of theNoteholders for itself and as trustee for the Noteholders and the other Issuer SecuredCreditors, (a) an English law first fixed charge over the Investment Account and theCollateral Accounts any amounts and securities standing to the credit of, or depositedin, such account and the rights and benefits arising from such account, as well as overEligible Investments from time to time made by, or on behalf of, the Issuer; (b) anEnglish law assignment by way of security of all the Issuer's rights under the SwapAgreement and all future contracts, agreements, deeds and documents governed byEnglish law to which the Issuer may become a party in relation to the Notes, theClaims and the Portfolios; and (c) a first floating charge over all of the Issuer's assetswhich are subject to the charge and assignments described under (a) and (b) aboveand not effectively assigned thereunder; and

(iii) a New York law governed Security Interest pursuant to the Swap Guarantee SecurityAgreement including over the Issuer's rights arising under the Swap Guarantee.

The rights arising from the Note Security in favour of the Noteholders which are incorporatedin each of the Notes are transferred together with the transfer of any Note at the time oftransfer of such Note. Each holder of any of the Notes from time to time will have the benefitof such rights.

In addition, by operation of Italian law, the Issuer's right, title and interest in and to the Claimsis segregated from all other assets of the Issuer and amounts deriving therefrom will beavailable both prior to and following a winding-up of the Issuer only to satisfy the obligationsof the Issuer to the Issuer Secured Creditors in accordance with the applicable Order ofPriority.

(3) Ranking

With respect to the obligation of the Issuer to pay interest and repay principal on the Notes,the Conditions provide that the Class A Notes will rank pari passu and without any preferenceor priority among themselves; each Series of Class B Notes will rank pari passu and withoutany preference or priority among themselves but will be subordinated to the Class A Notes.

Principal on each series of Class B Notes will be reimbursed and interest accrued thereon willbe paid out of available funds deriving from collections and recoveries of the relevant

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Portfolio provided that, following occurrence of a Cross Collateral Event and in case ofacceleration of the reimbursement of the Notes, principal on each series of Class B Notes willbe reimbursed and interest accrued thereon will be paid out of the aggregate available fundsderiving from collections and recoveries of all the Portfolios, but in an amount which is afunction of the performance of the relevant Portfolio.

No repayments of principal will be made on the Class B Notes until all principal due on theClass A Notes has been paid or is paid concurrently with such repayment as set forth in theConditions.

If a Trigger Notice is served, as long as any Class A Notes are outstanding, unless notice hasbeen given to the Issuer declaring the Class A Notes due and payable, the Class B Notes shallnot be capable of being declared due and payable and the Class A Noteholders will be entitledto determine the remedies to be exercised. Remedies pursued by the Class A Noteholderscould be adverse to the interests of the Class B Noteholders.

The Intercreditor Agreement contains provisions regarding the protection of the respectiveinterests of the Issuer Secured Creditors in connection with the exercise of the powers,authorities, rights, duties and discretion of the Representative of the Noteholders under or inconnection with the Notes, the Swap Guarantee Security Agreement or any of the TransactionDocuments. If, however, in the sole and absolute opinion of the Representative of theNoteholders, there is or may be a conflict between the interests of the Noteholders of anyClass(es) of Notes and of the Other Issuer Creditors, the Representative of the Noteholders isrequired to regard only the interests of the Class of Noteholders and/or Other Issuer Creditorsranking higher in the applicable Order of Priority, until such Class of Notes has beenredeemed in full or the relevant Other Issuer Creditors has been completely satisfied. TheRepresentative of the Noteholders shall have regard to the interest of each Class ofNoteholders as a class, and not with respect to each of the Noteholders. In no event theRepresentative of the Noteholders may agree to any amendment or modification or waiver tothe Transaction Documents or the Swap Guarantee Security Agreement which, in the sole andabsolute opinion of the Representative of the Noteholders, is materially prejudicial to theinterest of the holders of the Most Senior Class of Notes. If at any time there is, in the soleand absolute opinion of the Representative of the Noteholders, a conflict between the interestsof the Other Issuer Creditors, then the Representative of the Noteholders shall have regard tothe interests of whichever of the Other Issuer Creditors ranks higher in the applicable Order ofPriority for the payment of the amounts therein specified.

(4) Sole obligations

The Notes are obligations solely of the Issuer and are not obligations of, or guaranteed by, any

other parties to the Transaction Documents.

4. COVENANTS

(1) Covenants by the Issuer

For so long as any Note remains outstanding, the Issuer, save with the prior written consent ofthe Representative of the Noteholders or as provided for in or envisaged by these Conditionsor any of the Transaction Documents, shall not, nor shall cause or permit (to the extentpermitted by Italian law), shareholders' meetings to be convened in order to:

(i) Negative pledge

create or permit to subsist any Security Interest whatsoever over any of the Portfoliosor any part thereof or any of its present or future business, undertaking, assets orrevenues relating to this Securitisation or undertakings (other than under the NoteSecurity) or sell, lend, part with or otherwise dispose of all or any part of thePortfolios or any part thereof or any of its present or future business, undertaking,assets or revenues relating to this Securitisation whether in one transaction or in aseries of transactions; or

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(ii) Restrictions on activities

(A) without prejudice to Condition 4(2) below (Further Securitisations andcorporate existence) below, engage in any activity whatsoever which is notincidental to or necessary in connection with any of the activities in which theTransaction Documents provide or envisage that the Issuer will engage; or

(B) have any società controllata (subsidiary) or società collegata (affiliatecompany) (as defined in article 2359 of the Italian civil code) or anyemployees or premises; or

(C) at any time approve or agree or consent to or do, or permit to be done, any actor thing whatsoever which may be materially prejudicial to the interests ofholders of the Most Senior Class of Notes under the Transaction Documentsor do, or permit to be done, any act or thing in relation thereto which ismaterially prejudicial to the interests of the holders of the Most Senior Classof Notes under the Transaction Documents; or

(D) become the owner of any real estate asset; or

(iii) Dividends, distributions and capital increases

pay any dividend or make any other distribution or return or repay any equity capitalto its shareholder or increase its equity capital; or

(iv) De-registrations

ask for de-registration and/or suspension from the register of the special purposevehicles held by Bank of Italy pursuant to the Bank of Italy’s regulation dated 29April 2011, for as long as the Securitisation Law, the Bank of Italy’s regulations orany other applicable law or regulation requires the company incorporated pursuant tothe Securitisation Law to be registered thereon; or

(v) Borrowings

without prejudice to Condition 4(2) (Further securitisations and corporate existence)below, incur any indebtedness in respect of any borrowed money whatsoever or giveany guarantee in respect of indebtedness or of any obligation of any person; or

(vi) Merger

consolidate or merge with any person or convey or transfer any of its properties orassets substantially as an entirety to any other person; or

(vii) No variation or waiver

permit any of the Transaction Documents (i) to be amended, terminated or discharged,if such amendment, termination or discharge may negatively affect the interest of theholders of the Notes of the Most Senior Class or (ii) to become invalid or ineffectiveor the priority of the Security Interests created thereby to be reduced or consent to anyvariation thereof or exercise any powers of consent, direction or waiver pursuant tothe terms of any of the Transaction Documents or permit any party to the TransactionDocuments or any other person whose obligations form part of the Note Security tobe released from its respective obligations in a way which may negatively affect theinterests of the holders of the Notes of the Most Senior Class; or

(viii) Bank Accounts

without prejudice to Condition 4(2) (Further securitisations and corporate existence)below, have an interest in any bank account other than the Accounts, unless (i) theopening of any such account does not prejudice any of the ratings of the Class ANotes, (ii) the Issuer notifies the Rating Agencies of the opening of any such accountand (iii) the Representative of the Noteholders receives confirmation that the net

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interest or other return on any such new account is not lower than that which is thenapplicable on the Accounts; or

(ix) Statutory documents

amend, supplement or otherwise modify its by-laws (statuto) or deed of incorporation(atto costitutivo), except where such amendment, supplement or modification isrequired by compulsory provisions of Italian law or by the competent regulatoryauthorities; or

(x) Corporate records, financial statements and books of account

permit or consent to any of the following occurring:

(i) its books and records being maintained with or co-mingled with those of anyother person or entity;

(ii) its bank accounts and the debts represented thereby being co-mingled withthose of any other person or entity; or

(iii) its assets or revenues being co-mingled with those of any other person orentity;

and, in addition and without limitation to the above, the Issuer shall or shall procurethat, with respect to itself:

(A) separate financial statements in relation to its financial affairs are maintained;

(B) all corporate formalities with respect to its affairs are observed;

(C) separate stationery, invoices and cheques are used;

(D) it always holds itself out as a separate entity; and

(E) any known misunderstandings regarding its separate identity are corrected assoon as possible;

(xi) Residency and centre of main interest

become resident, including without limitation for tax purposes, in any country outsideItaly or cease to be managed and administered in Italy or cease to have its centre ofmain interests in Italy; or

(xii) Compliance with corporate formalities

cease to comply with all necessary corporate formalities.

(2) Further securitisations and corporate existence

None of the covenants in Condition 4(1) (Covenants by the Issuer) above shall prohibit the

Issuer from:

(i) acquiring, or financing pursuant to article 7 of the Securitisation Law, by way ofseparate transactions unrelated to this Securitisation, further portfolios of monetaryclaims in addition to the Claims either from the Originators or from any other entity(the "Further Portfolios");

(ii) securitising such Further Portfolios (each, a "Further Securitisation") through theissue of further debt securities additional to the Notes (the "Further Notes");

(iii) entering into agreements and transactions, with the Originators or any other entity,that are incidental to or necessary in connection with such Further Securitisationincluding, inter alia, the ring-fencing or the granting of security over such FurtherPortfolios and any right, benefit, agreement, instrument, document or other asset ofthe Issuer relating thereto to secure such Further Notes (the "Further Security"),provided that:

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(A) the Issuer confirms in writing to the Representative of the Noteholders thatsuch Further Security does not comprise or extend over any of the Claims orany of the other Issuer's Rights;

(B) the Issuer confirms in writing to the Representative of the Noteholders thatthe terms and conditions of the Further Notes contain provisions to the effectthat the obligations of the Issuer whether in respect of interest, principal,premium or other amounts in respect of such Further Notes, are limitedrecourse obligations of the Issuer, limited to some or all of the assetscomprised in such Further Security;

(C) the Issuer confirms in writing to the Representative of the Noteholders thateach party to such Further Securitisation agrees and acknowledges that theobligations of the Issuer to such party in connection with such FurtherSecuritisation are limited recourse obligations of the Issuer, limited to someor all of the assets comprised in such Further Security and that each creditorin respect of such Further Securitisation or the representative of the holders ofsuch Further Notes has agreed to limitations on its ability to take actionagainst the Issuer, including in respect of insolvency proceedings relating tothe Issuer, on terms in all significant respects equivalent to those contained inthe Intercreditor Agreement;

(D) the Issuer has notified in writing the Rating Agencies of its intention to carryout a Further Securitisation and provided that any such Further Securitisationwould not adversely affect the then current rating of any of the Class A Notes;

(E) the Issuer confirms in writing to the Representative of the Noteholders thatthe terms and conditions of such Further Notes will include:

(I) covenants by the Issuer in all significant respects equivalent to thosecovenants provided in paragraphs (A) to (D) above; and

(II) provisions which are the same as or, in the sole discretion of theRepresentative of the Noteholders, equivalent to this proviso; and

(F) the Representative of the Noteholders is satisfied that conditions (A) to (F) ofthis proviso have been satisfied.

In giving any consent to the foregoing, the Representative of the Noteholders mayrequire the Issuer to make such modifications or additions to the provisions of any ofthe Transaction Documents (as may itself consent thereto on behalf of theNoteholders) or may impose such other conditions or requirements as theRepresentative of the Noteholders may deem expedient (in its absolute discretion) inthe interests of the Noteholders and may rely on any written confirmation from theIssuer as to the matters contained therein.

None of the covenants in Condition 4(1) (Covenants by the Issuer) above shallprohibit the Issuer from carrying out any activity which is incidental to maintaining itscorporate existence and complying with laws and regulations applicable to it.

5. ORDERS OF PRIORITY

(A) Pre-Acceleration Order of Priority

Prior to the service of either a Trigger Notice or a Cross Collateral Notice, the Single PortfolioAvailable Funds relating to each of the Portfolios as calculated on each Calculation Date shallbe applied by the Issuer on the Payment Date immediately following such Calculation Date inmaking payments or provisions in the following order of priority (the "Pre-AccelerationOrder of Priority") but, in each case, only if and to the extent that payments or provisions ofa higher priority have been made in full:

(i) First, in or towards satisfaction, pari passu and pro rata, according to the respective

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amounts thereof, of the relevant Outstanding Notes Ratio of:

(A) any and all outstanding taxes due and payable by the Issuer in relation to thisSecuritisation (to the extent that amounts standing to the credit of the ExpensesAccount are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paidin order to preserve the corporate existence of the Issuer, to maintain it in goodstanding, to comply with applicable legislation and to fulfill obligations of theIssuer to third parties (not being Other Issuer Creditors) incurred in relation tothis Securitisation (to the extent that amounts standing to the credit of theExpenses Account are insufficient to pay such costs); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid inconnection with the listing (including the fees of the Irish Listing Agent),deposit or ratings of the Notes, or any notice to be given to the Noteholders orthe other parties to the Transaction Documents (to the extent that amountsstanding to the credit of the Expenses Account are insufficient to pay suchcosts);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respectiveamounts thereof, of the relevant Outstanding Notes Ratio of (a) any and all outstandingfees due and payable to the Representative of the Noteholders or any appointee thereof;and (b) up to a maximum aggregate amount for the Portfolios of Euro 100,000, all otheramounts due and payable to the Representative of the Noteholders or any appointeethereof (including any and all outstanding costs, expenses and indemnities);

(iii) Third, in or towards satisfaction, pari passu and pro rata, according to the respectiveamounts thereof, of the relevant Outstanding Notes Ratio of the amount necessary toreplenish the Expenses Account up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata and pari passu, according to the respectiveamounts thereof, of the relevant Outstanding Notes Ratio of (a) any and all outstandingfees due and payable to the Cash Manager, the Computation Agent, the Agent Bank,the Operating Bank, the Back-up Servicer, the Transaction Bank, the EnglishTransaction Bank, the Paying Agents, the Back-Up Servicer Facilitator, the CorporateServicer and the Stichting Corporate Services Provider, each under the TransactionDocument(s) to which each of them is a party; and (b) up to a maximum aggregateamount for the Portfolios of Euro 10,000, all other amounts due and payable to theCash Manager, the Computation Agent, the Agent Bank, the Operating Bank, the Back-up Servicer, the Transaction Bank, the English Transaction Bank, the Paying Agents,the Back-Up Servicer Facilitator, the Corporate Servicer and the Stichting CorporateServices Provider (including any and all outstanding costs, expenses and indemnities);

(v) Fifth, to pay all amounts due and payable to the Swap Counterparty under the terms ofthe Relevant Swap Transaction(s) other than (1) any Swap Tax Credit Amounts and (2)any amounts payable pursuant to the Collateral Account Order of Priority (3) anySenior Swap Termination Payment to the extent already paid pursuant to the CollateralAccount Order of Priority and (4) any Subordinated Swap Termination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and pari passu, according to the respectiveamounts thereof, of (a) any and all outstanding fees of the relevant Servicer in respectof the servicing of the Relevant Portfolio pursuant to the Servicing Agreement; and (b)up to a maximum amount of Euro 5,000, all other amounts due and payable to theServicer (to the extent not expressly included in item (xvii), letters (a) and (b)) inrespect of the servicing of the Relevant Portfolio (including any and all outstandingcosts, expenses and indemnities);

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio

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Class A Notes Ratio of all amounts of interest due and payable on the Class A Notes;

(viii) Eighth, to credit the relevant Cash Reserve Account with the amount required, if any,such that the amount standing to the credit of the relevant Cash Reserve Account(calculated on the day following the immediately preceding Payment Date) equals therelevant Target Cash Reserve Amount;

(ix) Ninth, to pay the relevant Single Portfolio Class A Notes Principal Payment Amount;

(x) Tenth in or towards satisfaction, pro rata and pari passu, according to the respectiveamounts thereof, of all amounts due and payable to the relevant Originator in respect ofthe restitution of the indemnities paid by such Originator to the Issuer under the termsof the Warranty and Indemnity Agreement;

(xi) Eleventh, to increase (pari passu and pro rata according to the amounts then due) theSingle Portfolio Available Funds of each other Portfolio for an amount equal to thecorresponding portion of Cash Reserve of each other Portfolio which has been utilisedto augment the Single Portfolio Available Funds of the Relevant Portfolio (deducted by(i) the amount due by each corresponding other Portfolio under the same item of its PreAcceleration Order of Priority and (ii) any amount already paid under this item in anypreceding Payment Date);

(xii) Twelfth, upon the occurrence of a Class A Notes Disequilibrium Event, to credit therelevant Principal Amortisation Reserve Amount into the relevant PrincipalAmortisation Reserve Account;

(xiii) Thirteenth, on the Payment Date following the occurrence of the Single PortfolioDetrimental Event and on each Payment Date thereafter, to credit the relevant SinglePortfolio Reserve Amount into the relevant Single Portfolio Reserve Account;

(xiv) Fourteenth, on the Payment Date following the occurrence of the Detrimental Eventand on each Payment Date thereafter, to credit the Reserve Amount Quota into theReserve Account;

(xv) Fifteenth, in or towards satisfaction of any Subordinated Swap Termination Paymentdue and payable to the Swap Counterparty, to the extent not already paid pursuant tothe Collateral Account Order of Priority;

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the relevant Originator inrespect of the relevant Originator's Claims (if any) under the terms of the TransactionDocuments (including for the avoidance of doubt the Rateo Amounts) other than thepayments expressly referred to under any of the items above;

(xvii) Seventeenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of (1) all amounts due and payable to the relevant Servicerin respect of the restitution of (a) any amount unduly paid by the relevant Servicer (tothe extent not already paid by way of set-off in accordance with the ServicingAgreement); (b) the insurance premia and relevant expenses advanced by the relevantServicer under the Servicing Agreement in relation to the relevant Portfolio; and (c)any other amount due and payable to the Servicer to the extent not paid under itemSixth (b) above; and (2) the relevant Outstanding Notes Ratio of any amount due andpayable to (a) the Representative of the Noteholdersto the extent not paid under itemSecond (b) above; and (b) to the Cash Manager, the Computation Agent, the AgentBank, the Operating Bank, the Back-up Servicer, the Transaction Bank, the EnglishTransaction Bank, the Paying Agents, the Back-Up Servicer Facilitator, the CorporateServicer and the Stichting Corporate Services Provider to the extent not paid under itemFourth (b) above;

(xviii)Eighteenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro

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rata and pari passu, according to the respective amounts thereof, of all amounts ofprincipal due and payable to the relevant Limited Recourse Loan Provider under theLimited Recourse Loan Agreement;

(xix) Nineteenth, in or towards satisfaction, pro rata and pari passu, of the Single SeriesClass B Notes Interest Payment Amount of the relevant Series of Class B Notes;

(xx) Twentieth, (a) provided that a Class A Notes Disequilibrium Event has not occurred,and before repayment in full of the Class A Notes, to credit the amount under letter (b)of this item Twentieth to the Payments Account, and (b) upon repayment in full of theClass A Notes, in or towards repayment, pro rata and pari passu, of the PrincipalAmount Outstanding of the relevant Series of Class B Notes until the Principal AmountOutstanding of the relevant Series of Class B Notes is equal to € 5,000;

(xxi) Twenty-first, on the Final Redemption Date and on any Payment Date thereafter, in ortowards repayment, pro rata and pari passu, of the Principal Amount Outstanding ofthe relevant Class of Class B Notes until the relevant Class of Class B Notes isredeemed in full; and

(xxii) Twenty-second, after full and final settlement of all the payments due under this Orderof Priority and full redemption of all the Notes, to pay any surplus remaining on thebalance of the relevant Transitory Collections and Recoveries Account, Single PortfolioReserve Account and Principal Amortisation Reserve Account and the relevantOutstanding Notes Ratio of any surplus remaining on the balance of the PaymentsAccount, the Collection and Recoveries Account, Reserve Account and ExpensesAccount to each relevant Originator.

(B) Acceleration Order of Priority

Following the service of a Trigger Notice or in the event that the Issuer opts for the earlyredemption of the Notes under Condition 7(5) (Optional redemption) or Condition 7(3)(Redemption for taxation), the Issuer Available Funds as calculated on each Calculation Dateshall be applied by or on behalf of the Representative of the Noteholders on each PaymentDate immediately following such Calculation Date in making the following payments in thefollowing order of priority (the "Acceleration Order of Priority"), but, in each case, only ifand to the extent that payments of a higher priority have been made in full:

(i) First, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of:

(A) any and all outstanding taxes due and payable by the Issuer in relation to thisSecuritisation (to the extent that amounts standing to the credit of theExpenses Account are insufficient to pay such costs and to the extent theIssuer is not already subject to any insolvency or analogous proceeding);

(B) any and all outstanding fees, costs, liabilities and any other expenses to bepaid in order to preserve the corporate existence of the Issuer, to maintain itin good standing, to comply with applicable legislation and to fulfillobligations of the Issuer to third parties (not being Other Issuer Creditors)incurred in relation to this Securitisation (to the extent that amounts standingto the credit of the Expenses Account are insufficient to pay such costs andto the extent the Issuer is not already subject to any insolvency or analogousproceeding); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid inconnection with the listing (including the fees of the Irish Listing Agent),deposit or ratings of the Notes, or any notice to be given to the Noteholdersor the other parties to the Transaction Documents (to the extent that amountsstanding to the credit of the Expenses Account are insufficient to pay such

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costs and to the extent the Issuer is not already subject to any insolvency oranalogous proceeding);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of any and all outstanding fees, costs and expenses ofand all other amounts due and payable to the Representative of the Noteholders orany appointee thereof;

(iii) Third, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of the amount necessary to replenish the ExpensesAccount up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of any and all outstanding fees, costs and expenses ofand all other amounts due and payable to the Cash Manager, the ComputationAgent, the Agent Bank, the Operating Bank, the Back-up Servicer, the TransactionBank, the English Transaction Bank, the Paying Agents, the Back-Up ServicerFacilitator, the Corporate Servicer and the Stichting Corporate Services Provider,each under the Transaction Document(s) to which each of them is a party;

(v) Fifth, to pay all amounts due and payable to the Swap Counterparty under the termsof the Relevant Swap Transaction(s) other than (1) any Swap Tax Credit Amountsand (2) any amounts payable pursuant to the Collateral Account Order of Priority(3) any Senior Swap Termination Payment to the extent already paid pursuant tothe Collateral Account Order of Priority and (4) any Subordinated SwapTermination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of any and all outstanding fees, costs and expenses ofeach of the Servicers pursuant to the Servicing Agreement (to the extent notexpressly included in any following item);

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, of all amounts ofinterest due and payable on the Class A Notes;

(viii) Eighth, in or towards repayment, pro rata and pari passu, of the Principal AmountOutstanding of the Class A Notes until redemption in full of the Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the relevantOriginator in respect of the restitution of the indemnities paid by such Originator tothe Issuer under the terms of the Warranty and Indemnity Agreement;

(x) Tenth, in or towards satisfaction of any Subordinated Swap Termination Paymentdue and payable to the Swap Counterparty, to the extent not already paid pursuantto the Collateral Account Order of Priority;

(xi) Eleventh, to pay to each Originator (pari passu and pro rata to the amounts thendue), the difference (if positive) accrued on any preceding Payment Date on whichthe Cross Collateral Order of Priority or the Acceleration Order of Priority hasapplied, between (i) the amounts it would have received under items Sixteenth toTwenty-second of the Pre Acceleration Order of Priority, had the Pre AccelerationOrder of Priority been applied, and (ii) the amounts it actually received under itemsFourteenth to Twentieth of the Cross Collateral Order of Priority and under itemsTwelth to Seventeenth of the Acceleration Order of Priority (less any amountalready paid under this item and under item Thirteenth of the Cross CollateralOrder of Priority on any preceding Payment Date), provided that, should anOriginator cease to be a Class B Noteholder, starting from the immediatelyfollowing Payment Date, the difference accrued in respect of each of the aboveindicated items shall be paid to the Originators, the Class B Noteholders and the

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Limited Recourse Loan Providers in the same priority applicable to each item inrespect of which each such difference is calculated;

(xii) Twelfth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the relevantOriginator in respect of the relevant Originator's Claims (if any) under the terms ofthe Transaction Documents other than the payments referred to under any of theitems above;

(xiii) Thirteenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the Servicers inrespect of restitution of (a) any amount unduly paid by the Servicers (to the extentnot already paid by way of set-off in accordance with the Servicing Agreement);and (b) the insurance premia and relevant expenses advanced by the Servicersunder the Servicing Agreement;

(xiv) Fourteenth, from (and including) the Payment Date on which the Class A Notes arerepaid in full, to repay any amounts of principal due and payable to each LimitedRecourse Loan Provider under the Limited Recourse Loan Agreement (pro rataaccording to the performance of the Relevant Portfolio);

(xv) Fifteenth, upon repayment in full of the Class A Notes, in or towards satisfaction,pro rata and pari passu, of the Single Series Class B Notes Interest PaymentAmount of each Series of Class B Notes;

(xvi) Sixteenth, upon repayment in full of the Class A Notes, in or towards repayment,pro rata and pari passu, of the Principal Amount Outstanding of each Series ofClass B Notes; and

(xvii) Seventeenth, to pay any surplus standing to the credit of any of the Accounts toeach Originator (pro rata according to the performance of the Relevant Portfolio).

(C) Cross Collateral Order of Priority

(a) Following the service of a Cross Collateral Notice, the Issuer Available Funds ascalculated on each Calculation Date shall be applied by the Issuer on the Payment Dateimmediately following such Calculation Date in making payments or provisions in thefollowing order of priority (the "Cross Collateral Order Of Priority") but, in eachcase, only if and to the extent that payments or provisions of a higher priority have beenmade in full:

(i) First, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of:

(A) any and all outstanding taxes due and payable by the Issuer in relation tothis Securitisation (to the extent that amounts standing to the credit of theExpenses Account are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilities and any other expenses to bepaid in order to preserve the corporate existence of the Issuer, to maintain itin good standing, to comply with applicable legislation and to fulfilobligations of the Issuer to third parties (not being Other Issuer Creditors)incurred in relation to this Securitisation (to the extent that amountsstanding to the credit of the Expenses Account are insufficient to pay suchcosts); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid inconnection with the listing (including the fees of the Irish Listing Agent),deposit or ratings of the Notes, or any notice to be given to the Noteholdersor the other parties to the Transaction Documents (to the extent that

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amounts standing to the credit of the Expenses Account are insufficient topay such costs);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of (a) any and all outstanding fees due and payableto the Representative of the Noteholders or any appointee thereof; and (b) up toa maximum amount of Euro 100,000, all other amounts due and payable to theRepresentative of the Noteholders or any appointee thereof (including any andall outstanding costs, expenses and indemnities);

(iii) Third, in or towards satisfaction, pari passu and pro rata, according to therespective amounts thereof, of the amount necessary to replenish the ExpensesAccount up to the Retention Amount;

(iv) Fourth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of (a) any and all outstanding fees due and payableto the Cash Manager, the Computation Agent, the Agent Bank, the OperatingBank, the Back-up Servicer, the Transaction Bank, the English TransactionBank, the Paying Agents, the Back-Up Servicer Facilitator, the CorporateServicer and the Stichting Corporate Services Provider, each under theTransaction Document(s) to which each of them is a party; and (b) up to amaximum amount of Euro 10,000, all other amounts due and payable to theCash Manager, the Computation Agent, the Agent Bank, the Operating Bank,the Back-up Servicer, the Transaction Bank, the English Transaction Bank, thePaying Agents, the Back-Up Servicer Facilitator, the Corporate Servicer and theStichting Corporate Services Provider (including any and all outstanding costs,expenses and indemnities);

(v) Fifth, to pay all amounts due and payable to the Swap Counterparty under theterms of the Relevant Swap Transaction(s) other than (1) any Swap Tax CreditAmounts and (2) any amounts payable pursuant to the Collateral Account Orderof Priority (3) any Senior Swap Termination Payment to the extent already paidpursuant to the Collateral Account Order of Priority and (4) any SubordinatedSwap Termination Payment;

(vi) Sixth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of (a) any and all outstanding fees of the Servicerspursuant to the Servicing Agreement; and (b) up to a maximum amount of Euro5,000, all other amounts due and payable to the Servicers (to the extent notexpressly included in item (xv), letters (a) and (b)) (including any and alloutstanding costs, expenses and indemnities);

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, of all amounts ofinterest due and payable on the Class A Notes;

(viii) Eighth, to credit, pari passu and pro rata according to the amounts then due,each Cash Reserve Account with the amount required, if any, such that theamount standing to the credit of the relevant Cash Reserve Account (calculatedon the day following the immediately preceding Payment Date) equals therelevant Target Cash Reserve Amount;

(ix) Ninth, to pay (pari passu and pro rata according to the amounts then due) theClass A Notes Principal Payment Amount;

(x) Tenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the relevantOriginator in respect of the restitution of the indemnities paid by such Originatorto the Issuer under the terms of the Warranty and Indemnity Agreement;

(xi) Eleventh, on the Payment Date following the occurrence of the Detrimental

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Event and on each Payment Date thereafter, to credit the Reserve Amount Quotainto the Reserve Account;

(xii) Twelfth, in or towards satisfaction of any Subordinated Swap TerminationPayment due and payable to the Swap Counterparty, to the extent not alreadypaid pursuant to the Collateral Account Order of Priority;

(xiii) Thirteenth, to pay to each Originator (pari passu and pro rata to the amountsthen due), the difference (if positive) accrued on any preceding Payment Dateon which the Cross Collateral Order of Priority has applied, between (i) theamounts it would have received under items Sixteenth to Twenty-second of thePre Acceleration Order of Priority, had the Pre Acceleration Order of Prioritybeen applied, and (ii) the amounts it actually received under items Fourteenth toTwentieth of the Cross Collateral Order of Priority (less any amount alreadypaid under this item on any preceding Payment Date), provided that, should anOriginator cease to be a Class B Noteholders, starting from the immediatelyfollowing Payment Date, the difference accrued in respect of each of the aboveindicated items shall be paid to the Originators, the Class B Noteholders and theLimited Recourse Loan Providers in the same priority applicable to each item inrespect of which each such difference is calculated;

(xiv) Fourteenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of all amounts due and payable to the Originators inrespect of the relevant Originator's Claims (if any) under the terms of theTransaction Documents other than the payments referred to under any of theitems above;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu, according to therespective amounts thereof, of (1) all amounts due and payable to the Servicersin respect of the restitution of (a) any amount unduly paid by the Servicers (tothe extent not already paid by way of set-off in accordance with the ServicingAgreement); (b) the insurance premia and relevant expenses advanced by theServicers under the Servicing Agreement; and (c) any other amount due andpayable to the Servicers to the extent not paid under item Sixth (b) above; and(2) any amount due and payable to (a) the Representative of the Noteholderstothe extent not paid under item Second (b) above; and (b) to the Cash Manager,the Computation Agent, the Agent Bank, the Operating Bank, the Back-upServicer, the Transaction Bank, the English Transaction Bank, the PayingAgents, the Back-Up Servicer Facilitator, the Corporate Servicer and theStichting Corporate Services Provider to the extent not paid under item Fourth(b) above;

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, of the SingleSeries Class B Notes Interest Payment Amount of each Series of Class B Notes;

(xvii) Seventeenth, upon repayment in full of the Class A Notes, in or towardsrepayment, pro rata and pari passu, of the Principal Amount Outstanding of therelevant Series of Class B Notes until the Principal Amount Outstanding of therelevant Series of Class B Notes is equal to € 5,000;

(xviii) Eighteenth, from (and including) the Payment Date on which the Class A Notesare repaid in full, to repay any amounts of principal due and payable to eachLimited Recourse Loan Provider under the Limited Recourse Loan Agreement(pro rata according to the performance of the Relevant Portfolio);

(xix) Nineteenth on the Final Redemption Date and on any Payment Date thereafter,in or towards repayment, pro rata and pari passu, of the Principal AmountOutstanding of the relevant Series of Class B Notes until the relevant Series of

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Class B Notes is redeemed in full;

(xx) Twentieth, after full and final settlement of all the payments due under thisOrder of Priority and full redemption of all the Notes, to pay any surplusremaining on the balance of the relevant Transitory Collections and RecoveriesAccount, Single Portfolio Reserve Account and Principal Amortisation ReserveAccount and the relevant Outstanding Notes Ratio of any surplus remaining onthe balance of the Payments Account, the Collection and Recoveries Account,Reserve Account and Expenses Account to each relevant Originator (pro rataaccording to the performance of the Relevant Portfolio).

(b) Before the delivery of a Trigger Notice or a Cross Collateral Notice and until fullrepayment of the Class A Notes, each Relevant Cash Reserve, in the event of a SinglePortfolio Negative Balance:

(1) firstly, shall provide support (being included in the relevant Single PortfolioAvailable Funds) with respect to the Relevant Portfolio in respect of paymentsunder items First to Seventh of the Pre-Acceleration Order of Priority;

(2) thereafter, (to the extent not utilised under item (1) above and (c) below) shallaugment the Single Portfolio Available Funds in respect of the other Portfolios,pursuant to the terms of the Cash Administration and Agency Agreement, in caseany of the other Relevant Cash Reserves is not sufficient to meet the SinglePortfolio Negative Balance of the Relevant Portfolio.

(c) In addition (i) on the Payment Date on which the Single Portfolio Class A NotesPrincipal Amount Outstanding of each Portfolio may be redeemed in full by utilising foreach Portfolio the Relevant Cash Reserve (available on such Payment Date followingpayment in full of all items ranking higher in the Pre-Acceleration Order of Priority),the Relevant Cash Reserve of each Portfolio will be utilised to such purpose, and (ii) onthe Final Maturity Date each Relevant Cash Reserve (available on such Payment Datefollowing payment in full of all items ranking higher in the Pre-Acceleration Order ofPriority) will be utilised towards payment of the Single Portfolio Class A NotesPrincipal Amount Outstanding of the relevant Portfolio.

In the event that any of the Cross Collateral Order of Priority or the Acceleration Orderof Priority becomes applicable and until full repayment of the Class A Notes, the CashReserves (each for an amount as determined pursuant to the terms of the CashAdministration and Agency Agreement), in case of a Portfolio Negative Balance, shallprovide support (being included in the Issuer Available Funds) with respect to allPortfolios in respect of payments under items First to Seventh of the Cross CollateralOrder of Priority or the Acceleration Order of Priority (as applicable).

In addition (i) on the Payment Date on which the Single Portfolio Class A NotesPrincipal Amount Outstanding of each Portfolio may be redeemed in full by utilising foreach Portfolio the Cash Reserves (available on such Payment Date following paymentin full of all items ranking higher in the Cross Collateral Order of Priority), the CashReserves (each for an amount as determined pursuant to the terms of the CashAdministration and Agency Agreement) will be utilised to such purpose, and (ii) on theearlier of the Final Maturity Date and the first Payment Date on which the AccelerationOrder of Priority applies, the Cash Reserves (available on such Payment Date followingpayment in full of all items ranking higher in the Pre-Acceleration Order of Priority orthe Cross Collateral Order of Priority, as applicable) will be utilised (each for an amountas determined pursuant to the terms of the Cash Administration and Agency Agreement)to redeem in full the Class A Notes.

If, on any Calculation Date it is verified that the Target Cash Reserve Amount withreference to each of the Cash Reserve Accounts is to be reduced to zero due to the Class

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A Notes being redeemed in full on the immediately following Payment Date, eachamount standing to the credit of each relevant Cash Reserve Account on the BusinessDay following the immediately preceding Payment Date (less any amount which shallbe used on the Payment Date on which the Class A Notes are redeemed in full to makesuch redemption) (each relevant amount, the "Cash Reserve Excess") (if any) shall, onthe Payment Date on which the Class A Notes are redeemed in full, form part of theSingle Portfolio Available Funds of the Relevant Portfolio or the Issuer Available Funds,as applicable.

6. INTEREST

(1) Payment Dates and Interest Periods

Each of the Class A Notes bears interest on its Principal Amount Outstanding from (andincluding) the Issue Date at the applicable rate determined in accordance with this Condition6, payable in euro in arrear on each Payment Date subject to the applicable Order of Priorityand subject as provided in Condition 8 (Payments). Each period beginning on (and including)a Payment Date (or, in the case of the Initial Interest Period, the Issue Date) and ending on(but excluding) the next (or, in the case of the Initial Interest Period, the first) Payment Date isherein called an "Interest Period".

Interest in respect of each Series of Class B Notes is payable semi-annual in arrears on eachPayment Date in Euro in an amount equal to the relevant Single Series Class B Notes InterestPayment Amount as determined by the Computation Agent on the relevant Calculation Date.

Interest in respect of any Interest Period or any other period will be calculated on the basis ofthe actual number of days elapsed and a 365 day year.

Each Note shall cease to bear interest from and including its due date for final redemption,unless payment of principal due is improperly withheld or refused or default is otherwisemade in respect of payment thereof, in which case it will continue to bear interest inaccordance with this Condition 6 (as well after as before judgment) until whichever is theearlier of:

(i) the date on which all amounts due in respect of such Note up to that date are receivedby or on behalf of the relevant Noteholder; and

(ii) the Cancellation Date.

(2) Interest Rate

The rate of interest payable from time to time in respect of the Class A Notes (the "InterestRate") for each Interest Period will be determined by the Agent Bank on the basis of thefollowing provisions:

(i) the Agent Bank will determine the EURIBOR as defined in Condition 1 (Definitions);and

(ii) the Interest Rate for such Interest Period shall be the sum of:

(A) 0.20 per cent per annum; and

(B) the EURIBOR.

(3) Determination of the Interest Rate, Calculation of the Interest Amount and Single Series ClassB Notes Interest Payment Amount

(a) The Agent Bank shall, on each Interest Determination Date:

(i) determine the Interest Rate applicable to the Interest Period beginning aftersuch Interest Determination Date (or in the case of the Initial Interest Period,beginning on and including the Issue Date); and

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(ii) calculate the Euro amount (the "Interest Amount") payable on the Class ANotes in respect of such Interest Period. The Interest Amount payable inrespect of any Interest Period shall be calculated by applying the relevantInterest Rate to the Principal Amount Outstanding of the Class A Notes on thePayment Date at the commencement of such Interest Period (after deductingtherefrom any payment of principal due on that Payment Date) or, in the caseof the Initial Interest Period, on the Issue Date, and by multiplying theproduct of such calculation by the actual number of days elapsed in therelevant Interest Period divided by 365, and rounding the resultant figure tothe nearest cent (half a cent being rounded up).

(b) The Computation Agent shall, on each Calculation Date immediately preceding thePayment Date, in relation to each Interest Period, determine with respect to eachClass of Class B Notes, the Single Series Class B Notes Interest Payment Amount (ifany) that may be payable in respect of each Class of Class B Notes on such PaymentDate.

(4) Publication of the Interest Rate and the Interest Amount

The Agent Bank will cause the Interest Rate and the Interest Amount in respect of the Class ANotes applicable to each Interest Period and the Payment Date in respect of such InterestAmount, to be notified promptly after their determination to the Issuer, the Representative ofthe Noteholders, the Computation Agent, the Servicers, the Transaction Bank, the EnglishTransaction Bank, Monte Titoli, Euroclear, Clearstream, Luxembourg, the Paying Agents andthe Irish Stock Exchange and will cause the same to be published in accordance withCondition 16 (Notices) hereof as soon as possible after the relevant Interest DeterminationDate, but in no event later than the first Business Day of the next following Interest Period inrespect of such relevant Interest Determination Date.

(5) Determination and calculation by the Representative of the Noteholders

If the Agent Bank does not at any time for any reason determine the Interest Rate and/or doesnot calculate the Interest Amount, or the Computation Agent does not determine the SingleSeries Class B Notes Interest Payment Amount, in accordance with Condition 5(3) above, theRepresentative of the Noteholders shall determine the Interest Rate at such rate as (havingregard to the procedure described in Condition 6(2) above) it shall consider fair andreasonable in all circumstances; and/or (as the case may be),

(a) calculate the Interest Amount in the manner specified in Condition 6(3) above;

(b) calculate the Single Series Class B Notes Interest Payment Amount;

and any such determination and/or calculation shall be deemed to have been made by theAgent Bank and/or the Computation Agent as applicable.

(6) Notification to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purposes of this Condition 6, whether by theReference Banks (or any of them), the Agent Bank, the Computation Agent, the Issuer or theRepresentative of the Noteholders shall (in the absence of wilful default (dolo) or grossnegligence (colpa grave) be binding on the Reference Banks, the Agent Bank, theComputation Agent, the Issuer, the Representative of the Noteholders and all the Noteholdersand (in such absence as aforesaid) no liability to the Noteholders shall attach to the ReferenceBanks, the Agent Bank, the Computation Agent, the Issuer or the Representative of theNoteholders in connection with the exercise or non-exercise by them or any of them of theirpowers, duties and discretions hereunder.

(7) Reference Banks and Agent Bank

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The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall at alltimes be three Reference Banks. In the event of any such bank is unable or unwilling tocontinue to act as a Reference Bank or that any of the Reference Banks merge with anotherReference Bank, the Issuer shall appoint such other bank as may have been previouslyapproved in writing by the Representative of the Noteholders to act as such. The Issuer shallinsure that at all times an Agent Bank is appointed. If a new Agent Bank is appointed, a noticewill be published in accordance with Condition 16 (Notices).

(8) Interest Amount Arrears

Without prejudice to the right of the Representative of the Noteholders to serve to the Issuer aTrigger Notice pursuant to Condition 10(a) (Non-payment), prior to the service of a TriggerNotice, in the event that on any Payment Date there are any Interest Amount Arrears, suchInterest Amount Arrears shall be deferred on the following Payment Date or on the day aTrigger Notice is served to the Issuer, whichever comes first. Any such Interest AmountArrears shall not accrue additional interest. A pro rata share of such Interest Amount Arrearsshall be aggregated with the amount of, and treated for the purpose of this Condition as if itwere, interest due, subject to this Condition 6(9), on each Class A Note or Class B Note as thecase may be, on the next succeeding Payment Date. If, on any Calculation Date, theComputation Agent determines that any Interest Amount Arrears in respect of one or moreClasses of Notes will arise on the immediately succeeding Payment Date, notice to this effectshall be given or procured to be given by the Issuer to the Representative of the Noteholders,the Paying Agents, Monte Titoli, each stock exchange on which the relevant Class of Notes isthen listed, for so long as such Notes are listed on the relevant stock exchange, and (if sorequired by the rules of the relevant stock exchange) to the Noteholders in accordance withCondition 16 (Notices), specifying the amount of the Interest Amount Arrears to be deferredon such following Payment Date in respect of each Class of Notes.

7. REDEMPTION, PURCHASE AND CANCELLATION

(1) Final redemption

Unless previously redeemed in full and cancelled as provided in this Condition 7, the Issuershall redeem the Notes in full at their Principal Amount Outstanding, plus any accrued butunpaid interest, on the Payment Date falling in May 2060 (the "Final Maturity Date"),subject as provided in Condition 8 (Payments).

(2) Cancellation Date

If the Notes cannot be redeemed in full on the Maturity Date, as a result of the Issuer havinginsufficient funds for application in or towards such redemption, any amount unpaid shallremain outstanding and these Conditions shall continue to apply in full in respect of the Notesuntil the Cancellation Date, at which date, in the absence of gross negligence (colpa grave) orwilful misconduct (dolo) on the part of the Issuer, any amount outstanding, whether in respectof interest, principal or other amounts in respect of the Notes, shall be finally and definitivelycancelled.

(3) Redemption for Taxation

Prior to the service of a Trigger Notice, the Issuer may redeem the Notes of all Classes (inwhole but not in part) at their Principal Amount Outstanding (plus any accrued but unpaidinterest) in accordance with the Acceleration Order of Priority and subject to the Issuer havingsufficient funds to redeem all the Notes (or only the Class A Notes in full, if all the Class BNoteholders consent) to discharge any amount due to the Swap Counterparty (includingpayments for termination) subordinated to the Class A Notes, and to make all paymentsranking in priority, or pari passu, thereto on any Payment Date if, by reason of a change inlaw or the interpretation or administration thereof since the Issue Date:

(a) the assets of the Issuer in respect of this Securitisation (including the Claims, theCollections and the other Issuer's Rights) become subject to taxes, duties,

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assessments or governmental charges of whatever nature imposed, levied, collected,withheld or assessed by the Republic of Italy or by any political sub-division thereofor by any authority thereof or therein or by any applicable taxing authority havingjurisdiction; or

(b) either the Issuer or any paying agent appointed in respect of the Class A Notes or anycustodian of the Class A Notes is required to deduct or withhold any amount (otherthan in respect of a Decree 239 Withholding) in respect of the Class A Notes, fromany payment of principal or interest on such Payment Date for or on account of anypresent or future taxes, duties, assessments or governmental charges of whatevernature imposed, levied, collected, withheld or assessed by the Republic of Italy or byany political sub-division thereof or by any authority thereof or therein or by anyother applicable taxing authority having jurisdiction and provided that such deductionor withholding may not be avoided by appointing a replacement paying agent orcustodian in respect of the Class A Notes before the Payment Date following thechange in law or the interpretation or administration thereof; or

(c) any amounts of interest payable on the Loans to the Issuer are required to bededucted or withheld from the Issuer for or on account of any present or future taxes,duties, assessments or governmental charges of whatever nature imposed, levied,collected, withheld or assessed by the Republic of Italy or by any politicalsub-division thereof or by any authority thereof or therein or by any other applicabletaxing authority having jurisdiction; or

(d) it is or will become unlawful for the Issuer to perform or comply with any of itsobligations under or in respect of the Notes or any of the Transaction Documents towhich it is a party;

subject to:

(1) the holders of the Most Senior Class representing at least 75 per cent of the PrincipalAmount Outstanding of the relevant Class giving instructions to the Issuer to redeemthe Notes (in whole but not in part); and

(2) the Issuer:

(i) giving not more than 60 nor less than 30 days' written notice (which noticeshall be irrevocable) to the Representative of the Noteholders, the SwapCounterparty, the Servicers, the Rating Agencies and the Noteholders,pursuant to Condition 16 (Notices), of its intention to redeem all (but notsome only) the Notes; and

(ii) providing to the Representative of the Noteholders:

(A) a legal opinion (in form and substance satisfactory to theRepresentative of the Noteholders) from a firm of lawyers ofinternational repute (approved in writing by the Representative of theNoteholders) opining on the relevant change in law or interpretationor administration thereof;

(B) a certificate from the chairman of the board of directors or the soledirector of the Issuer (as applicable) stating that the obligation tomake such deduction or withholding or the suffering by the Issuer ofsuch deduction or withholding cannot be avoided or, as the case maybe, the events under paragraph (d) above will apply on the nextPayment Date and cannot be avoided by the Issuer taking reasonableendeavours; and

(C) a certificate from the chairman of the board of directors or the soledirector of the Issuer (as applicable) to the effect that it will have the

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funds on such Payment Date to discharge its obligations under: (i) theNotes (or only the Class A Notes in full, if all the Class BNoteholders consent), any obligations towards the SwapCounterparty (including payments for termination) subordinated tothe Class A Notes and any obligations ranking in priority, or paripassu, thereto; and (ii) any additional taxes payable by the Issuer byreason of such early redemption of the Notes.

The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of the Claims inorder to finance the redemption of the Notes in the circumstances described above.

For so long as the Class A Notes are listed on the Irish Stock Exchange, the Issuer will givenotice of any optional redemption of the Notes in accordance with this Condition 7(3)(Redemption for taxation) to the Irish Stock Exchange.

Upon redemption of the Class A Notes in accordance with this Condition 7(3) the Issuer shallapply any Issuer Available Funds which may be applied for this purpose in accordance withthe Acceleration Order of Priority to the redemption of the Class B Notes.

(4) Mandatory redemption

The Class A Notes will be subject to mandatory redemption in full or in part:

A. on each Payment Date (other than the Payment Dates under item B below), in amaximum amount equal to the Class A Notes Principal Payment Amount with respectto such Payment Date,

B. on any Payment Date: (i) following the service of a Trigger Notice pursuant toCondition 10; (ii) in the event that the Issuer opts for the early redemption of theNotes under Condition 7(5) (Optional redemption); or (iii) in the event that the Issueropts for the early redemption of the Notes under Condition 7(3) (Redemption fortaxation), at their Principal Amount Outstanding,

if, on each Calculation Date preceding such Payment Date, it is determined that the SinglePortfolio Available Funds or Issuer Available Funds will be sufficient and may be applied forthis purpose in accordance with the Pre-Acceleration Order of Priority, the Cross CollateralOrder of Priority or the Acceleration Order of Priority, as applicable.

Upon redemption of the Class A Notes in accordance with this Condition 7(4) the Issuer shallapply any Issuer Available Funds which may be applied for this purpose in accordance withthe Acceleration Order of Priority to the redemption of the Class B Notes.

(5) Optional redemption

(i) Prior to the service of a Trigger Notice, the Issuer may redeem the Notes of allClasses in whole (but not in part) at their respective Principal Amount Outstanding inaccordance with the Acceleration Order of Priority and subject to the Issuer havingsufficient funds to redeem all the Notes (or only the Class A Notes in full, if all theClass B Noteholders consent) to discharge any amount due to the Swap Counterparty(including payments for termination) subordinated to the Class A Notes and to makeall payments ranking in priority, or pari passu, thereto, if at the preceding CollectionDate the aggregate principal outstanding amount of all the Portfolios is equal to orless than 37.5 per cent of the principal outstanding amount of all the Portfolios as ofthe Valuation Date.

(ii) Such optional redemption shall be effected subject to the Issuer (i) giving not morethan forty-five (45) nor less than fifteen (15) days' prior written notice to theRepresentative of the Noteholders, the Swap Counterparty and to the Noteholders inaccordance with Condition 16 (Notices); (ii) having produced evidence reasonablyacceptable to the Representative of the Noteholders that it will have the necessaryfunds, not subject to interests of any other person, to discharge all its outstanding

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liabilities in respect of the Notes (or the Class A Notes only, if all the Class BNoteholders consent) any amount due to the Swap Counterparty (including paymentsfor termination) subordinated to the Class A Notes, and any amounts required underthe Intercreditor Agreement to be paid in priority to or pari passu thereto; and (iii)giving not more than 60 nor less than 30 days' written notice to the Bank of Italy ofits intention to redeem all Classes of Notes (in whole but not in part).

(iii) The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of theClaims in order to finance the redemption of the Notes in the circumstances describedabove.

(iv) For so long as the Class A Notes are listed on the Irish Stock Exchange, the Issuerwill give notice of any optional redemption of the Notes in accordance with thisCondition 7(5) (Optional redemption) to the Irish Stock Exchange.

(6) Sale of the Portfolios

In the following circumstances:

(i) in the event that the Issuer opts for the early redemption of the Notes under Condition7(5) (Optional redemption);

(ii) in the event that the Issuer opts for the early redemption of the Notes under Condition7(3) (Redemption for taxation);

(iii) following the service of a Trigger Notice to the Issuer (with a copy to the Servicers)pursuant to Condition 10, if the holders of the Most Senior Class representing at least75 per cent of the Principal Amount Outstanding of the relevant Class resolve torequest to the Issuer to sell all (but not only part) of the Claims to third parties,

the Issuer is authorised, with the assistance of the Computation Agent and the Representativeof the Noteholders, to search for potential purchasers for all (but not only some) of thePortfolios.

In addition, following the delivery of a Trigger Notice, the Representative of the Noteholdersshall be entitled to sell the Portfolios.

In any case neither the Issuer nor the Representative of the Noteholders will be allowed to sellthe Portfolio in case a bankruptcy or similar proceeding has been commenced against theIssuer or in any other case such a sale would be prohibited under Italian law.

In case of the sale of the Portfolios, the potential purchaser shall in any case deliver to theIssuer and the Representative of the Noteholders on the relevant purchase date of thePortfolios: (i) a certificate of good standing of the Chamber of Commerce (certificato divigenza della Camera di Commercio) dated not later than 10 (ten) days before the relevantdate of sale; (ii) a solvency certificate signed by a legal representative duly authorized by thepurchaser dated the date of sale; and, except where the issuance of the certificate is notpermitted by the internal rules applied by the relevant court, also (iii) a certificate from theappropriate bankruptcy court ("tribunale civile – sezione fallimentare") confirming that noinsolvency petitions have been filed against such potential purchaser dated not later than 10(ten) days before the relevant date of sale.

Should a sale of the Portfolios take place, the proceeds of such sale shall be treated by theIssuer as the Issuer Available Funds and as from the immediately subsequent Payment Date,shall be applied for payments due to be made by the Issuer in accordance with theAcceleration Order of Priority.

Pursuant to the Intercreditor Agreement and these Conditions, the Class B Noteholders shall,following the sale of the Portfolios pursuant to Condition 7(6), reach an agreement for thedistribution of the revenues of such sale, available in relation to payments under item (xv) ofthe Acceleration Order of Priority, in proportion to their participation to the Securitisation and

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to the Outstanding Principal of the Defaulted Claims of each Portfolio as at the date on whichthe sale of the Portfolios pursuant to Condition 7(6) take place.

(7) Notice of Redemption

Any such notice as is referred to in Conditions 7.2 and 7.4 above shall be irrevocable and,upon the expiration of such notice, the Issuer shall be obliged to redeem the Notes inaccordance with this Condition 7.

(8) Calculations to be made on the Calculation Date

On each Calculation Date the Issuer shall determine or procure that the Computation Agentdetermines, in accordance (where applicable) with Condition 3 (Status, ranking and priority):

(i) the Single Portfolio Available Funds or the Issuer Available Funds, as the case maybe;

(ii) the Single Portfolio Class A Note Principal Payment Amounts, on the next followingPayment Date;

(iii) the Single Portfolio Class A Note Principal Payment Amounts paid on the precedingPayment Date;

(iv) the Principal Amount Outstanding of each Class of Notes on the next followingPayment Date;

(v) the Principal Amount Outstanding of the Notes of all Classes on the next followingPayment Date;

(vi) the Outstanding Notes Ratio as at the immediately preceding Collection Date;

(vii) with respect to each Portfolio the Single Portfolio Class A Ratio;

(viii) the interest payable (if any) in respect of the Notes of each Class of the Class A Noteson the next following Payment Date;

(ix) with respect to each Series of Class B Notes, the amount of the relevant Single SeriesClass B Notes Interest Payment Amount;

(x) with respect to each Portfolio: (i) the amount of the relevant Single PortfolioAmortised Principal and Single Portfolio Available Funds (if any); and (ii) the amountof the relevant Single Portfolio Class A Notes Principal Amount Outstanding, SinglePortfolio Class B Notes Principal Amount Outstanding, Single Portfolio Class ANotes Principal Payment Amount, Single Portfolio Class B Notes Principal PaymentAmount and Single Portfolio Notes Principal Amount Outstanding;

(xi) the amount of the Principal Amortisation Reserve Amounts, Reserve Amount,Reserve Amount Quotas or Single Portfolio Reserve Amounts (if any), the TargetCash Reserve Amounts, each Cash Reserve Excess and the amount of each CashReserve that shall be utilized to augment the Issuer Available Funds and the SinglePortfolio Available Funds; any calculation in respect to the Cash Reserves shall bemade by the Computation Agent in accordance with clause 15 of the CashAdministration and Agency Agreement;

(xii) the amounts payable to the Limited Recourse Loan Providers under the LimitedRecourse Loan Agreement;

(xiii) any Single Portfolio Negative Balance of each Portfolio;

(xiv) any Portfolio Negative Balance;

(xv) the Interest Amount Arrears, if any, that will arise in respect of each Class of Notes onthe immediately following Payment Date;

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(xvi) the amount to be credited to the Principal Amortisation Reserve Account inaccordance with the applicable Order of Priority;

(xvii) the Single Portfolio Reserve Amount to be credited to the Single Portfolio ReserveAccount in accordance with the applicable Order of Priority;

(xviii) the Reserve Amount Quota to be credited to the Reserve Account in accordance withthe applicable Order of Priority;

(xix) whether a Class A Notes Disequilibrium Event has occurred;

(xx) whether a Single Portfolio Detrimental Event has occurred;

(xxi) whether a Detrimental Event has occurred;

(xxii) whether a Trigger Event has occurred;

(xxiii) whether a Cross Collateral Event has occurred;

(xxiv) the payments (if any) to be made to each of the parties to the Intercreditor Agreementunder the relevant Transaction Document,

and will determine how the Issuer's funds available for distribution pursuant to theseConditions shall be applied, on the immediately following Payment Date, pursuant to the Pre-Acceleration Order of Priority, the Cross Collateral Order of Priority or the AccelerationOrder of Priority (as the case may be), and will deliver to the Paying Agents and theTransaction Bank a report setting forth such determinations and amounts.

Each determination by or on behalf of the Issuer under Condition 7(8) shall in each case (inthe absence of wilful default, gross negligence, bad faith or manifest error) be final andbinding on all persons.

The Issuer shall, no later than four Business Days prior to each Payment Date, cause eachdetermination of a principal payment (if any) and Principal Amount Outstanding of the Notesto be notified forthwith by the Computation Agent to the Representative of the Noteholders,the Servicers, the Transaction Bank, the English Transaction Bank, Euroclear, Clearstream,Luxembourg the Irish Stock Exchange, the Paying Agents and Monte Titoli and shall causenotice of each determination of a principal payment and Principal Amount Outstanding ofeach Class of Notes to be given to the Noteholders in accordance with Condition 16 (Notices).As long as the Notes are not redeemed in full, if no principal payment is due to be made onthe Notes on a Payment Date, notice to this effect shall also be given by the Issuer to theNoteholders in accordance with Condition 16 (Notices).

If no principal payment or Principal Amount Outstanding of the Notes is determined by or onbehalf of the Issuer in accordance with the provisions of this Condition 7(8), such principalpayment or Principal Amount Outstanding of the Notes shall be determined by theRepresentative of the Noteholders (but without the Representative of the Noteholdersincurring any liability to any person as a result) in accordance with this Condition 7(8) andeach such determination shall be deemed to have been made by the Issuer.

(9) No purchase by Issuer

The Issuer shall not purchase any of the Notes.

(10) Cancellation

All Notes redeemed in full will be cancelled upon redemption and may not be re-sold or re-issued.

8. PAYMENTS

(1) The Principal Paying Agent and the Italian Paying Agent shall arrange for payment ofprincipal and interest in respect of the Notes to be made through the relevant operators ofMonte Titoli, Clearstream, Luxembourg and Euroclear to the accounts of the beneficial

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owners of the Notes with such operators in accordance with the rules and procedures ofMonte Titoli, Clearstream, Luxembourg and Euroclear, as the case may be.

(2) Payments of principal and interest in respect of the Notes are subject in all cases to any fiscalor other laws and regulations applicable in the place of payment but without prejudice toCondition 9 (Taxation).

(3) If the due date for any payment of principal and/or interest in respect of any Note is not a dayon which banks are open for general business (including dealings in foreign currencies) in theplace in which the relevant Monte Titoli Account Holder is located (in each case, the "LocalBusiness Day"), the holder of the relevant Note will not be entitled to payment of the relevantamount until the immediately succeeding Local Business Day and will not be entitled to anyfurther interest or other payment in consequence of any such delay.

(4) The Issuer reserves the right, subject to the prior written approval of the Representative of theNoteholders, at any time to vary or terminate the appointment of any Paying Agent and toappoint additional or other paying agents including the Principal Paying Agent and the ItalianPaying Agent.

(5) The Issuer will cause at least 30 days prior notice to be given of any change in or addition tothe Paying Agents or their registered offices in accordance with Condition 16 (Notices).

9. TAXATION

All payments with respect to the Notes will be made without withholding or deduction for oron account of any present or future taxes, duties or charges of whatever kind other than aDecree 239 Withholding or any other withholding or deduction required to be made by anyapplicable law (including, for the avoidance of doubt, any withholding or deduction requiredpursuant to U.S. Foreign Account Tax Compliance Act, any regulations or agreementsthereunder, official interpretations thereof, or any law implementing an intergovernmentalapproach thereto). Neither the Issuer nor any other Person shall be obliged to pay anyadditional amount to any Noteholder as a consequence of any such withholding or deduction.

10. TRIGGER EVENTS

If any of the following events (each a "Trigger Event") occurs:

(a) Non-payment

(i) having enough Issuer Available Funds available in accordance with theapplicable Order of Priority to pay the amount of principal then due andpayable on the Most Senior Class of Notes, the Issuer fails to repay suchamount within ten days of the due date for repayment of such principal, or

(ii) irrespective of whether there are Issuer Available Funds available to itsufficient to make such payment in accordance with the applicable Order ofPriority, on any Payment Date the amount paid by the Issuer as interest on theMost Senior Class of Notes is lower than the relevant Interest Amount on theClass A Notes or the relevant Single Series Class B Notes Interest PaymentAmount on the Class B Notes, as the case may be, and such non-payment hascontinued unremedied for a period of five days; or

(b) Breach of other obligations

the Issuer defaults in the performance or observance of any of its obligations under orin respect of the Notes or any of the Transaction Documents to which it is a party orthe Swap Guarantee Security Agreement (other than any obligation for the paymentof principal or interest on the Notes) and such default remains unremedied for thirtydays after the Representative of the Noteholders has given written notice thereof tothe Issuer, certifying that such default is, in the opinion of the Representative of theNoteholders, materially prejudicial to the interests of the Noteholders and requiringthe same to be remedied; or

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(c) Failure to take action

any action, condition or thing at any time required to be taken, fulfilled or done inorder:

a. to enable the Issuer lawfully to enter into, exercise its rights and perform andcomply with its obligations under and in respect of the Class A Notes and theTransaction Documents to which the Issuer is a party or the Swap GuaranteeSecurity Agreement; or

b. to ensure that those obligations are legal, valid, binding and enforceable,

is not taken, fulfilled or done at any time and the Representative of the Noteholdershas given written notice of such default to the Issuer, certifying that such default is, inthe opinion of the Representative of the Noteholders, materially prejudicial to theinterests of the Class A Noteholders and requiring the same to be remedied; or

(d) Insolvency Event

an Insolvency Event occurs in relation to the Issuer or the Issuer becomes Insolvent;or

(e) Unlawfulness

it is or will become unlawful (in any respect deemed by the Representative of theNoteholders to be material) for the Issuer to perform or comply with any of itsobligations under or in respect of the Notes, the Swap Guarantee Security Agreementor any of the Transaction Documents to which it is a party,

then the Representative of the Noteholders

(i) shall, in the case of the Trigger Event set out under points (a) and (d) above; and

(ii) may at its sole and absolute discretion but shall if so requested in writing by the holders ofat least 25 per cent. of the aggregate Principal Amount Outstanding of the Most Senior Classof Notes,

give a written notice (a "Trigger Notice") to the Issuer (with copy to each of the Servicers)declaring that the Notes have immediately become due and payable at their Principal AmountOutstanding, together with accrued interest and that the Acceleration Order of Priority shallapply provided that in the case of the occurrence of any of the events mentioned in Condition10(b) (Breach of other obligations) and Condition 10(c) (Failure to take action), the serviceof a Trigger Notice has been approved by an Extraordinary Resolution of the holders of theMost Senior Class of Notes.

Following the service of a Trigger Notice, without any further action or formality, (i) theNotes of each Class shall become immediately due and repayable at their Principal AmountOutstanding, together with any interest accrued but which has not been paid on any precedingPayment Date in accordance with Condition 6(8) (Interest Amount Arrears), without furtheraction, notice or formality; (ii) the Note Security shall become immediately enforceable; and(iii) the Representative of the Noteholders may, subject to Condition 7(6) (Sale of thePortfolios) dispose of the Claims in the name and on behalf of the Issuer. The Noteholdershereby irrevocably appoint, as from the date hereof and with effect on and from the date onwhich the Notes shall become due and payable following the service of a Trigger Notice, theRepresentative of the Noteholders as their exclusive agent (mandatario esclusivo) to receiveon their behalf from the Issuer any and all monies payable by the Issuer to the Issuer SecuredCreditors from and including the date on which the Notes shall become due and payable, suchmonies to be applied in accordance with the Acceleration Order of Priority.

11. CROSS COLLATERAL EVENTS

If any of the following events occurs (each a "Cross Collateral Event"):

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(a) Disequilibrium Event

with respect to five consecutive Payment Dates, a Class A Notes DisequilibriumEvent occurs; or

(b) Default Ratio

the Default Ratio, as at any Collection Date, is higher than the ratio of 7 per cent; or

(c) Cash Reserves

on any Calculation Date, with reference to the immediately following Payment Date,the aggregate of the Single Portfolio Negative Balances with respect to such PaymentDate is equal to or exceeds the Cash Reserves;

then the Representative of the Noteholders, upon having received a notice thereof from theComputation Agent, shall serve a written notice (a "Cross Collateral Notice") to the Issuer(with a copy to each Servicer) and from the immediately following Payment Date the CrossCollateral Order of Priority shall apply without any further action or formality provided that aTrigger Notice has not been already served.

12. ENFORCEMENT

(a) At any time after the service of a Trigger Notice, the Representative of theNoteholders may, at its discretion and without further notice, take such steps and/orinstitute such proceedings against the Issuer as it may think fit, to enforce repaymentof the Notes and payment of interest accrued thereon, but it shall not be bound to takeany such steps and/or institute any such proceedings unless:

(i) it shall have been so requested in writing by the holders of at least 25 per centof the Principal Amount Outstanding of the Most Senior Class of Notes; and

(ii) it shall have been fully indemnified as to costs, damages and expenses to itssatisfaction.

(b) No Noteholder shall be entitled to proceed directly against the Issuer unless theRepresentative of the Noteholders, having become bound to do so, fails to do sowithin a reasonable period of time and such failure is continuing.

(c) All notifications, opinions, determinations, certificates, calculations, quotations anddecisions given, expressed, made or obtained for the purposes of Condition 10 aboveor this Condition 12, by the Representative of the Noteholders shall (in the absence ofwilful default, gross negligence, bad faith or manifest error) be binding on the Issuerand all Noteholders and (in such absence as aforesaid) the Representative of theNoteholders will have no liability to the Noteholders or the Issuer in connection withthe exercise or the non-exercise by it or any of them of their powers, duties anddiscretion hereunder.

(d) If a Trigger Notice has been served by the Representative of the Noteholders otherthan by reason of non-payment of any amount due in respect of the Notes, theRepresentative of the Noteholders will not be entitled to dispose of the assets of theIssuer or any part thereof unless either:

(i) a sufficient amount would be realised to allow payment in full of all amountsowing to the holders of the Class A Notes after payment of all other claimsranking in priority to the Class A Notes in accordance with the AccelerationOrder of Priority; or

(ii) the Representative of the Noteholders is of the opinion, which shall bebinding on the Noteholders and the other Issuer Secured Creditors, reachedafter considering at any time and from time to time the advice of a merchantor investment bank or other financial adviser selected by the Representativeof the Noteholders (and if the Representative of the Noteholders is unable to

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obtain such advice having made reasonable efforts to do so, this Condition12(d)(ii) shall not apply), that the cash flow prospectively receivable by theIssuer will not (or that there is a significant risk that it will not) be sufficient,having regard to any other actual, contingent or prospective liabilities of theIssuer, to discharge in full in due course all amounts due in respect of theClass A Notes after payment of all other claims ranking in priority to theClass A Notes in accordance with the Acceleration Order of Priority; and

the Representative of the Noteholders shall not be bound to make the determinationcontained in Condition 11(d)(ii) unless it shall have been fully indemnified as tocosts, damages and expenses to its satisfaction.

13. THE REPRESENTATIVE OF THE NOTEHOLDERS AND AGENTS

(a) The Organisation of the Noteholders shall be established upon and by virtue of the issuance ofthe Notes and shall remain in force and in effect until repayment in full or cancellation of theNotes.

(b) Pursuant to the Rules of the Organisation of the Noteholders (attached hereto as Exhibit 1),for as long as any Note is outstanding, there shall at all times be a Representative of theNoteholders.

(c) The Representative of the Noteholders is the legal representative (rappresentante legale) ofthe Organisation of the Noteholders. The appointment of the Representative of theNoteholders is made by the Noteholders subject to and in accordance with the Rules of theOrganisation of the Noteholders, except for the initial Representative of the Noteholders whois appointed at the time of issue of the Notes pursuant to the Notes Subscription Agreement.Each Noteholder is deemed to accept such appointment.

(d) The duties and powers of the Representative of the Noteholders are set forth in the Rules ofthe Organisation of Noteholders.

(e) The Rules of the Organisation of Noteholders contain provisions for convening Meetings ofNoteholders as well as the subject matter of the Meetings and the relevant quorums.

(f) The Rules of the Organisation of Noteholders contain provisions limiting the powers of theNoteholders, inter alia, to bring individual actions or take other individual remedies to enforcetheir rights under the Notes. In particular, such actions will be subject to the Meeting of theNoteholders approving by way of Extraordinary Resolution such individual action or otherremedy. No individual action or remedy can be taken or sought by a Noteholder to enforce hisor her rights under the Notes before the Meeting of the Noteholders has approved such actionor remedy in accordance with the provisions of the Rules of the Organisation of Noteholders.

(g) The resolutions passed at any Meeting of the Noteholders under the Rules of the Organisationof Noteholders will be binding on all Noteholders whether or not they are absent or dissentingand whether or not voting at the Meeting.

(h) A Written Resolution will take effect as if it were an Extraordinary Resolution passed at aMeeting of the Noteholders.

(i) Pursuant to the provisions of the Rules of the Organisation of the Noteholders, theRepresentative of the Noteholders can be removed by the Noteholders at any time, provided asuccessor Representative of the Noteholders is appointed and can resign at any time. Suchsuccessor to the Representative of the Noteholders shall be:

(i) a bank incorporated in any jurisdiction of the European Union or a bank incorporatedin any other jurisdiction acting through an Italian branch or through a branch situatedin a European Union country; or

(ii) a company or financial institution registered under article 107 of the Banking Act; or

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(iii) any other entity permitted by specific provisions of Italian law applicable to thesecuritisation of monetary rights and/or by any regulations, instructions, guidelinesand/or specific approvals issued by the competent Italian supervising authorities.

(j) The Rules of the Organisation of the Noteholders contain provisions governing, inter alia, theterms of appointment, indemnification and exoneration from responsibility (and relief fromresponsibility) of the Representative of the Noteholders (including provisions relieving itfrom taking action unless indemnified to its satisfaction and providing for the indemnificationof the Representative of the Noteholders in certain other circumstances) and provisions whichgovern the termination of the appointment of the Representative of the Noteholders andamendments to the terms of such appointment. So long as the Class A Notes are listed on theIrish Stock Exchange, any change in the identity of the Representative of the Noteholdersshall be notified to the Irish Stock Exchange.

(k) The Representative of the Noteholders shall not be deemed to be a person responsible for thecollection, cash and payment services (soggetto incaricato della riscossione dei crediti cedutie dei servizi di cassa e pagamento) for the purposes of Article 2(6) of the Securitisation Lawand the relevant implementing regulations from time to time in force including, withoutlimitation, the relevant guidelines of the Bank of Italy.

(l) In acting under the Cash Administration and Agency Agreement and in connection with theNotes, the Principal Paying Agent, the Computation Agent, the Irish Listing Agent, theOperating Bank, the Transaction Bank, the English Transaction Bank, the Italian PayingAgent and the Agent Bank act as agents solely of the Issuer and (to the extent providedtherein) the Representative of the Noteholders and do not assume any obligations towards orrelationship of agency or trust for or with any of the Noteholders.

(m) The initial Principal Paying Agent, Computation Agent, Irish Listing Agent, Operating Bank,Transaction Bank, English Transaction Bank, Italian Paying Agent and Agent Bank and theirSpecified Offices are listed in Condition 16 (Notices) below. The Issuer reserves the right(with the prior written approval of the Representative of the Noteholders) at any time to varyor terminate the appointment of the Principal Paying Agent, the Computation Agent, the IrishListing Agent, the Operating Bank, the Transaction Bank, the English Transaction Bank, theItalian Paying Agent and the Agent Bank and to appoint a successor principal paying agent,computation agent, Irish listing agent, operating bank, transaction bank, English transactionbank, Italian paying agent or agent bank and additional or successor paying agents at anytime, in accordance with the terms of the Cash Administration and Agency Agreement andthese Conditions. In the event that the Irish Listing and Paying Agent is replaced at any time,the Issuer will provide notice of the appointment of any replacement to the Irish StockExchange.

Notice of any termination or appointment change in any of the Paying Agents, the AgentBank, the Computation Agent and the Transaction Bank and of any changes in the SpecifiedOffices shall promptly be given to the Noteholders by the Issuer in accordance with Condition16 (Notices).

14. MODIFICATION AND WAIVER

(1) Modification

The Representative of the Noteholders may, without the consent of the Noteholders or anyOther Issuer Creditors and subject to the Representative of the Noteholders giving priorwritten notice thereof to the Rating Agencies, concur with the Issuer and any other relevantparties in making:

(i) any amendment or modification to these Conditions (other than in respect of a BasicTerms Modification (as defined in the Rules of the Organisation of Noteholders) orany of the Transaction Documents or the Swap Guarantee Security Agreement which,in the opinion of the Representative of the Noteholders, it may be economically

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reasonable to make and will not be materially prejudicial to the interests of theholders of the Most Senior Class of Notes; and

(ii) any amendment or modification to these Conditions, any of the TransactionDocuments or the Swap Guarantee Security Agreement, if, in the opinion of theRepresentative of the Noteholders, such amendment or modification is expedient tomake, is of a formal, minor or technical nature, is made to correct a manifest error oran error which, in the opinion of the Representative of the Noteholders, is proven oris necessary or desirable for the purposes of clarification.

(2) Waiver

In addition, the Representative of the Noteholders may, without the consent of theNoteholders or any Other Issuer Creditor (other than those which are a party to the relevantTransaction Document) and subject to the Representative of the Noteholders giving priorwritten notice thereof to the Rating Agencies, authorise or waive any proposed breach orbreach of the Notes (including a Trigger Event) or of the Intercreditor Agreement, the SwapGuarantee Security Agreement or of any other Transaction Document, if, in the opinion of theRepresentative of the Noteholders, the interests of the holders of the Most Senior Class ofNotes will not be materially prejudiced by such authorisation or waiver.

(3) Restriction on power of waiver

The Representative of the Noteholders shall not exercise any powers conferred upon it byCondition 14(2) (Waiver) in contravention of any express direction by an ExtraordinaryResolution (as defined in the Rules of the Organisation of Noteholders) or of a request inwriting made by the holders of not less than 25 per cent in aggregate Principal AmountOutstanding of the Most Senior Class of Notes (but so that no such direction or request shallaffect any authorisation, waiver or determination previously given or made) or so as toauthorise or waive any proposed breach or breach relating to a Basic Terms Modification.

(4) Notification

Unless the Representative of the Noteholders agrees otherwise, any such authorisation,waiver, modification or determination shall be notified to the Noteholders, in accordance withCondition 16 (Notices), as soon as practicable after it has been made.

15. LIMITED RECOURSE AND NON-PETITION

(1) Limited recourse

Notwithstanding any other provision of these Conditions, the obligation of the Issuer to makeany payment, at any given time, under the Class A Notes or the Class B Notes shall be equalto the lesser of (i) the nominal amount of such payment which, but for the operation of thisCondition 15 and the applicable Order of Priority, would be due and payable at such time; and(ii) the aggregate of the Single Portfolio Available Funds or the Issuer Available Funds, asapplicable, available in accordance with the applicable Order of Priority.

(2) Non-petition

Without prejudice to the right of the Representative of the Noteholders to enforce the NoteSecurity or to exercise any of its other rights, and subject as set out in the Rules of theOrganisation of the Noteholders, no Class A Noteholder, or, as the case may be, Class BNoteholder shall be entitled to institute against the Issuer, or join any other person ininstituting against the Issuer, any reorganisation, liquidation, bankruptcy, insolvency orsimilar proceedings until one two years plus one day have elapsed since the later of (A) theCancellation Date and (B) the day on which any note issued by the Issuer (including theNotes) has been paid in full.

16. NOTICES

(1) Valid notices

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So long as the Notes are held by Monte Titoli on behalf of the authorised financialintermediaries and/or their customers, notices to the Noteholders may be given through thesystems of Monte Titoli. In addition, so long as the Class A Notes are listed on the Irish StockExchange and the rules of the Irish Stock Exchange so require, any notice regarding the ClassA Notes to such Noteholders shall be deemed to have been duly given if published in aleading newspaper having general circulation in Ireland (which is expected to be the D' Wort)or if this is not practicable, in another appropriate English language newspaper having generalcirculation in Europe. Any such notice shall be deemed to have been given on the date of suchpublication or, if published more than once or on different dates, on the first date on whichpublication is made in the manner required in a newspaper as referred to above. Notices canalso be published on the Irish Stock Exchange website (www.ise.ie).

(2) Other methods

The Representative of the Noteholders may sanction some other method of giving notice tothe Noteholders of the relevant Class if, in its opinion, such other method is reasonable havingregard to market practices then prevailing and to the rules of the stock exchange on which theNotes of the relevant Class are listed and provided that notice of such other method is given tothe Noteholders of the relevant Class in such manner as the Representative of the Noteholdersshall require.

(3) Initial Specified Offices

The Specified Offices of the Operating Bank, the Principal Paying Agent, the Agent Bank, theComputation Agent, the Irish Listing Agent, the Transaction Bank and the Representative ofthe Noteholders are as follows:

(i) Operating Bank: Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A., atits offices at via Segantini, 5, I-38100 Trento, Italy;

(ii) Principal Paying Agent, Agent Bank, English Transaction Bank and Cash Manager:Deutsche Bank AG, London Branch, at its offices at Winchester House, 1 GreatWinchester Street, London EC2N 2DB, United Kingdom;

(iii) Transaction Bank, Computation Agent and Italian Paying Agent: Deutsche BankS.p.A., at its offices at Piazza del Calendario, 3, I-20126 Milan, Italy;

(iv) Irish Listing Agent: Deutsche Bank Luxembourg S.A., at its offices at 2 boulevardKonrad Adenauer L-1115 Luxembourg;

(v) Representative of the Noteholders: Deutche Trustee Company Limited, at its officesat Winchester House, 1 Great Winchester Street, EC2N 2DB London, UnitedKingdom; and

17. STATUTE OF LIMITATION

Claims against the Issuer for payments in respect of the Notes shall be void unless madewithin ten (10) years (in the case of principal) or five (5) years (in the case of interest) fromthe Relevant Date in respect thereof.

18. GOVERNING LAW AND JURISDICTION

(a) Governing law

The Notes, these Conditions, the Rules of the Organisation of Noteholders and the Italian LawTransaction Documents (save for certain provisions of the Cash Administration and AgencyAgreement which are governed by English law) are governed by, and shall be construed inaccordance with, Italian law. The English Law Transaction Documents are governed by, andshall be construed in accordance with, English law.

(b) Jurisdiction

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The Courts of Milan are to have exclusive jurisdiction to settle any disputes that may arise outof, or in connection with the Notes.

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SCHEDULE

RULES OF THE ORGANISATION OF NOTEHOLDERS

Title I — General Provisions

Article 1(General)

The Organisation of Noteholders is created by the issue and by the subscription of the Notes, and shallremain in force and in effect until full repayment and cancellation of the Class A Notes and the ClassB Notes.

The contents of these Rules are considered included in each Note issued by the Issuer.

Article 2(Definitions)

In these Rules, the following expressions have the following meanings:

"Arbitration Panel" means the arbitration panel as set forth in Article 31.

"Basic Terms Modification " means:

1. a modification of the date of maturity of the relevant Class of Notes;

2. a modification which would have the effect of cancelling or postponing any date for paymentof interest on the Notes;

3. a modification which would have the effect of reducing or cancelling the amount of principalpayable in respect of a Class of Notes or the rate of interest applicable in respect of a Class ofNotes;

4. a modification which would have the effect of altering the method of calculating the amountof interest or such other amounts payable to a Class of Notes;

5. a modification which would have the effect of altering the majority of votes required to pass aspecific resolution or the quorum required at any Meeting;

6. a modification which would have the effect of altering the currency of payment of therelevant Class of Notes or any alteration of the date of redemption or priority of payments of aClass of Notes;

7. a modification which would have the effect of altering the authorisation or consent by theClass A Noteholders, as pledgees, to applications of funds as provided for in the TransactionDocuments;

8. the appointment and removal of the Representative of the Noteholders;

9. an amendment of this definition.

"Blocked Notes" means the Notes which have been blocked in an account with the Monte TitoliAccount Holder for the purposes of obtaining a Voting Certificate or a Blocked Voting Instruction and will not be released until the conclusion of the Meeting;

"Blocked Voting Instruction" means, in relation to any Meeting, a document:

(1) certifying that the Blocked Notes have been blocked in an account with a clearing system orthe depository Monte Titoli Account Holders (under the Monte Titoli system in accordancewith article 34 of CONSOB regulation No. 11768 of 23 December 1998, as amended), andwill not be released until the conclusion of the Meeting;

(2) certifying that the holder of each Blocked Note or a duly authorised person on its behalf hasinstructed the Principal Paying Agent and Italian Paying Agent that the votes attributable tosuch Blocked Note are to be cast in a particular way on each resolution to be put to the

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Meeting and that, during the period of 48 hours before the time fixed for the Meeting, suchinstructions may not be amended or revoked;

(3) listing the total number of the Blocked Notes, distinguishing for each resolution betweenthose in respect of which instructions have been given to vote for, or against, the resolution;and

(4) authorising a named individual or individuals to vote in respect of the Blocked Notes inaccordance with such instructions.

"Business" means, in relation to any Meeting, the matters to be proposed to a vote of the Noteholdersat the Meeting including (without limitation) the passing or rejection of any resolution.

"Chairman" means, in relation to any Meeting, the individual who takes the chair in accordance withArticle 8 of these Rules.

"Class A Noteholders" means the holders of the Class A Notes;

" Class B Noteholders" means the holders of the Class B Notes;

"Class of Notes" means the Class A Notes or the Class B Notes.

"Conditions" means the terms and conditions of the Class A Notes or the Class B Notes as the contextmay require.

"Extraordinary Resolution" means a resolution of the Meeting of the Relevant Class Noteholders inrelation to the matters specified under Article 19 of these Rules, duly convened and held inaccordance with the provisions of these Rules.

"Issuer" means BCC SME Finance 1 S.r.l.

"Italian Paying Agent" means Deutsche Bank S.p.A. in its capacity as Italian paying agent pursuantto the Cash Administration and Agency Agreement and its permitted successors or assignees fromtime to time.

"Meeting" means the meeting of the Noteholders or a Class of Noteholders (whether originallyconvened or resumed following an adjournment).

"Notes" and "Noteholders" mean:

(a) in connection with a Meeting of Class A Noteholders, Class A Notes and Class A Noteholdersrespectively;

(b) in connection with a Meeting of Class B Noteholders, Class B Notes and Class B Noteholdersrespectively;

(c) and otherwise, in the case of a joint Meeting of more than one Class, any or all of the Class ANotes and the Class B Notes.

"Person(s)" means any natural person, partnership, corporation, company, limited liability company,trust, estate, joint stock partnership, or company, joint venture, governmental entity, unincorporatedorganisation or other entity or association.

"Principal Paying Agent" means Deutsche Bank AG London in its capacity as principal paying agentpursuant to the Cash Administration and Agency Agreement and its permitted successors or assigneesfrom time to time.

"Proxy" means, in relation to any Meeting, a person appointed to vote under a Blocked VotingInstruction.

"Relevant Class Noteholders" means the Class A Noteholders and/or the Class B Noteholders and/orthe combination of the Class A Noteholders and the Class B Noteholders, as the context may require.

"Relevant Fraction" means:

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I. for all Business other than voting on an Extraordinary Resolution: (a) in case of a meeting ofa particular Class of Notes, one-twentieth of the Principal Amount Outstanding of that Classof Notes; or (b) in case of a joint meeting of more than one Class of Notes, one-twentieth ofthe Principal Amount Outstanding of all relevant Classes of Notes;

II. for voting on any Extraordinary Resolution other than one relating to a Basic TermsModification: (a) in case of a meeting of a particular Class of Notes, two-thirds of thePrincipal Amount Outstanding of that Class of Notes; or (b) in case of a joint meeting of morethan one Class of Notes, two-thirds of the Principal Amount Outstanding of all the relevantClasses of Notes; and

III. for voting on any Extraordinary Resolution relating to a Basic Terms Modification, whichmust be proposed separately to each Class of Noteholders, three-quarters of the PrincipalAmount Outstanding of the relevant Class of Notes;

provided, however, that, in the case of a Meeting which has resumed after adjournment for want of aquorum, it means:

(1) for all Business other than voting on an Extraordinary Resolution relating to a Basic TermsModification: (a) in case of a meeting of a particular Class of Notes, more than one-third ofthe Principal Amount Outstanding of the relevant Class of Note; or (b) in case of a jointmeeting of more than one Class of Notes, more than one-third of the Principal AmountOutstanding of all the relevant Classes of Notes; and

(2) for voting on any Extraordinary Resolution relating to a Basic Terms Modification, whichmust be proposed separately to each Class of Noteholders, more than 50 per cent of thePrincipal Amount Outstanding of the Notes of the relevant Class.

"Representative of the Noteholders" means Deutsche Trustee Company Limited, in its capacity asrepresentative of the Noteholders, which expression shall include its successors and any further orother representative of the Noteholders appointed pursuant to the Notes Subscription Agreement andthe Rules of the Organisation of Noteholders.

"Rules" means these Rules of the Organisation of Noteholders.

"Class A Noteholders" means the Class A Noteholders.

"Specified Office" means the office of the Italian Paying Agent located at Piazza del Calendario, 3, I-20126 Milan, Italy.

"Transaction Documents" shall have the meaning ascribed to it in the Conditions and shall bedeemed to include, for the purposes of these Rules, the Swap Guarantee Security Agreement.

"Voter" means, in relation to any Meeting, the holder of a Blocked Note.

"Voting Certificate" " means, in relation to any Meeting, a certificate issued by the Monte TitoliAccount Holder or the Italian Paying Agent and dated in which it is stated:

(1) that the Blocked Notes have been blocked in an account with a clearing system or thedepository as the case may be, and will not be released until the conclusion of the Meeting;and

(2) that the bearer of such certificate is entitled to attend and vote at the Meeting in respect of theBlocked Notes.

"Written Resolution" means a resolution in writing signed by or on behalf of the Noteholders whofor the time being are entitled to receive notice of a Meeting in accordance with the provisions ofthese Rules, whether contained in one document or several documents in the same form, each signedby or on behalf of one or more such Noteholders.

"24 hours" means a period of 24 hours including all or part of a day upon which banks are open forbusiness in both the places where the Meeting is to be held and in each of the places where the ItalianPaying Agent has its Specified Office (disregarding for this purpose the day upon which such Meeting

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is to be held) and such period shall be extended by one period or, to the extent necessary, more periodsof 24 hours until there is included as aforesaid all or part of a day upon which banks are open forbusiness as aforesaid.

"48 hours" means two consecutive periods of 24 hours.

Other defined terms and expressions not defined herein shall have the meanings given to them in theConditions.

Article 3(Organisation purpose)

Each Class A Noteholder and Class B Noteholder is a member of the Organisation of Noteholders.

The purpose of the Organisation of Noteholders is to coordinate the exercise of the rights of theNoteholders and, more in general, the taking of any action for the protection of their interests.

In these Rules, any reference to Noteholders shall be considered as a reference as the case may be, tothe Class A Noteholders and/or the Class B Noteholders.

Title II — The Meeting of Noteholders

Article 4(General)

Subject to Article 19 below, any resolution passed at a Meeting of the Relevant Class of Noteholdersduly convened and held in accordance with these Rules shall be binding upon all the Noteholders ofsuch Class whether present or not present at such Meeting and whether voting or not voting, and

(1) any resolution passed at a meeting of the Class A Noteholders duly convened and held asaforesaid shall also be binding upon all the Class B Noteholders; and

(2) all the relevant Classes of Noteholders shall be bound to give effect to any such resolutionaccordingly and the passing of any such resolution shall be conclusive evidence that thecircumstances justify the passing thereof,

provided however that:

(a) no resolution of the Class B Noteholders shall be effective unless (A) the Representative ofthe Noteholders is of the opinion that it will not be materially prejudicial to the interests of theClass A Noteholders (to the extent that the Class A Notes is outstanding) or (B) (to the extentthat the Representative of the Noteholders is not of that opinion) it is sanctioned by aresolution of the Class A Noteholders (to the extent that the Class A Notes is outstanding).

Notice of the result of every vote on a resolution duly passed by the Noteholders shall be published, atthe expense of the Issuer, in accordance with the Conditions and given to the Italian Paying Agent(with a copy to the Issuer and the Representative of the Noteholders) within 14 days of the conclusionof the Meeting.

Subject to the provisions of these Rules and the Conditions, joint meetings of the Class A Noteholdersand the Class B Noteholders may be held to consider the same resolution and/or, as the case may be,the same Extraordinary Resolution (other than an Extraordinary Resolution relating to a Basic TermsModification) and the provisions of these Rules shall apply mutatis mutandis thereto.

The following provisions shall apply where outstanding Notes belong to more than one Class:

I. Business which in the opinion of the Representative of the Noteholders affects only one Classof Notes shall be transacted at a separate Meeting of the relevant Noteholders;

II. Business which in the opinion of the Representative of the Noteholders affects more than oneClass of Notes but does not give rise to an actual or potential conflict of interest between theNoteholders of one such Class of Notes and the Noteholders of any other Class of Notes shallbe transacted either at separate Meetings of the Noteholders of each such Class of Notes or at

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a single Meeting of Noteholders of all such Classes of Notes as the Representative of theNoteholders shall determine at its absolute discretion;

III. Business which in the opinion of the Representative of the Noteholders affects theNoteholders of more than one Class of Notes and gives rise to an actual or potential conflictof interest between the Noteholders of one such Class of Notes and the Noteholders of anyother Class of Notes shall be transacted at separate Meetings of the Noteholders of each suchClass of Notes;

in case of separate Meetings of the holders of each Class of Notes, these Rules shall be applied as ifreferences to the Notes and the Noteholders are to the Notes of the relevant Class of Notes and to theholders of such Notes; and in the case of a joint meeting of the Noteholders of more than one Class ofNotes, as if references to the Notes and the Noteholders are to the Notes of the relevant Classes ofNotes and to the holders of the Notes of such Classes.

Article 5 (Voting Certificates)

Noteholders may obtain a Voting Certificate from the relevant Monte Titoli Account Holder uponrequest in accordance with article 21 of the resolution of 22 February 2008 jointly issued by the Bankof Italy and CONSOB. Subject to the provision of the resolution of 22 February 2008 jointly issuedby the Bank of Italy and CONSOB (as subsequently amended and integrated), a Voting Certificateshall be valid until the conclusion of the Meeting specified (if any) in the Voting Certificate, or anyadjournment of such Meeting held prior to the expiration of the relevant Voting Certificate and noneof the Monte Titoli Account Holders shall be allowed to release the relevant Notes before such dateunless the Voting Certificate is first surrended to it. So long as a Voting Certificate is valid, theNoteholder or any Proxy named therein shall be deemed to be the holder of the relevant Notes towhich it relates for all purposes in connection with the Meeting.

Article 6 (Convening of Meeting)

The Issuer or the Representative of the Noteholders may convene a Meeting at any time, and theIssuer shall be obliged to do so upon the request in writing of Noteholders holding not less than one-twentieth of the Principal Amount Outstanding of the outstanding Notes of the Class or Classes inrespect of which the Meeting is being convened. If the Issuer fails to take the necessary action toconvene a Meeting when obliged to do so, the Meeting may be convened by the Representative of theNoteholders acting solely.

Whenever the Issuer is about to convene any such Meeting, it shall immediately give notice in writingto the Representative of the Noteholders of the day, time and place thereof and of the nature of theBusiness to be transacted thereat. Every such Meeting shall be held at such place as theRepresentative of the Noteholders may designate or approve, provided that it is in a EU MemberState.

Article 7(Notice)

At least 21 day notice (excluding the day on which the notice is delivered and the day on which theMeeting is to be held) specifying the date, time and place of the Meeting shall be given to the relevantNoteholders and the Principal Paying Agent (with a copy to the Issuer and to the Representative of theNoteholders), and published in accordance with Condition 16 (Notices) at least 15 days before thedate of the Meeting. The notice shall set forth the full text of any resolutions to be proposed and thatVoting Certificate shall be obtained to participate to the Meeting.

The 21 day notice of any Meeting shall be deemed to be waived by the Noteholders when: (i)Noteholders representing 100% of the Principal Amount Outstanding of the relevant Class attend therelevant Meeting or (ii) Noteholders representing 100% of the Principal Amount Outstanding of therelevant Class request the Meeting.

Article 8(Chairman of the Meeting)

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Any individual (who may, but need not, be a Noteholder) nominated in writing by the Representativeof the Noteholders may take the chair at any Meeting but: (i) if no such nomination is made; (ii) if theindividual nominated is not present within 15 minutes after the time fixed for the Meeting; or (iii) theMeeting resolves not to approve the appointment made by the Representative of the Noteholders,those present shall elect one of themselves to take the chair failing which the Issuer may appoint aChairman.

The Chairman of an adjourned Meeting need not be the same person as the Chairman of the originalMeeting.

The Chairman verifies that the Meeting is duly held, coordinates matters to be transacted at theMeeting and monitors the fairness of the Meeting's proceedings.

Article 9(Quorum)

The quorum at any Meeting shall be at least one Voter representing or holding not less than theRelevant Fraction of the aggregate Principal Amount Outstanding of the Notes of the relevant Class orClasses (in case of a joint Meeting).

Article 10(Adjournment for want of quorum)

If within 15 minutes after the time fixed for any Meeting a quorum is not present, then it shall beadjourned for such period (which shall be not less than 14 days and not more than 42 days) and atsuch place as the Chairman determines; provided, however, that no Meeting may be adjourned morethan once by resolution of Meeting that represents less than a Relevant Fraction applicable in the caseof Meetings which have been resumed after adjournment. Notice shall be published in accordancewith Condition 16 (Notices) of the relevant Class of Notes not more than eight days before the date ofthe meeting.

Article 11(Adjourned Meeting)

The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meetingfrom time to time and from place to place, provided that no Business shall be transacted at anyadjourned Meeting except Business which might lawfully have been transacted at the Meeting fromwhich the adjournment took place.

Article 12(Notice following adjournment)

Article 7 shall apply to any Meeting adjourned for want of quorum save that:

(a) 8 days' notice (exclusive of the day on which the notice is given and of the day on which theMeeting is to be resumed) shall be given; and

(b) the notice shall specifically set forth the quorum requirements which will apply when theMeeting resumes.

It shall not be necessary to give notice of the resumption of a Meeting which has been adjourned forany other reason.

Article 13(Participation)

The following may attend and speak at a Meeting:

(a) Voters;

(b) the Issuer or its representatives and the Italian Paying Agent;

(c) the statutory auditors (if any) and the financial advisers to the Issuer;

(d) the Representative of the Noteholders;

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(e) the legal counsel to the Issuer, the Representative of the Noteholders and the Italian PayingAgent; and

(f) such other person as may be resolved by the Meeting and as may be approved by theRepresentative of the Noteholders.

Article 14(Show of hands)

A resolution is validly passes when the majority of votes cast by the Voters attending to the relevantMeeting have been cast in favour of it

Every question submitted to a Meeting shall be decided in the first instance by a show of hands.Unless a poll is validly demanded before or at the time that the result is declared, the Chairman'sdeclaration that on a show of hands a resolution has been passed, passed by a particular majority,rejected or rejected by a particular majority shall be conclusive, without proof of the number of votescast for, or against, the resolution.

Article 15(Poll)

A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Representative of theNoteholders or one or more Voters representing or holding not less than ten (10) Notes. The poll maybe taken immediately or after such adjournment as the Chairman directs, but any poll demanded onthe election of the Chairman or on any question of adjournment shall be taken at the Meeting withoutadjournment. A valid demand for a poll shall not prevent the continuation of the Meeting for any otherBusiness as the Chairman directs.

Article 16(Votes)

Every Voter shall have:

(a) on a show of hands, one vote; and

(b) on a poll, one vote in respect of each Euro 1.00 in aggregate face amount of the Note(s)represented by the Voting Certificate produced by such Voter or in respect of which he is aProxy.

In the case of a voting tie the Chairman shall have a casting vote in addition to the votes (if any) towhich he may be entitled as a Noteholder or as a holder of a Voting Certificate or a Proxy.

Unless the terms of any Blocked Voting Instruction state otherwise, a Voter shall not be obliged toexercise all the votes to which he is entitled or to cast all the votes which he exercises in the samemanner.

Article 17(Vote by Proxies)

Any vote by a Proxy in accordance with the relevant Voting Certificate shall be valid even if such voteor any instruction pursuant to which it was given has been amended or revoked, provided that thePrincipal Paying Agent has not been notified in writing of such amendment or revocation not less than24 hours before the time fixed for the Meeting. Unless revoked, any appointment of a Proxy under aVoting Certificate in relation to a Meeting shall remain in force in relation to any Meeting resumedfollowing an adjournment, except for any appointment of a Proxy expiring prior to such adjournmentin accordance with the relevant Voting Certificate.

Article 18(Exclusive Powers of the Meeting)

The Meeting shall have exclusive powers:

(a) to approve any Basic Terms Modification, in accordance with Article 19 below;

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(b) to approve any proposal by the Issuer for any modification, abrogation, variation orcompromise of the rights of the Representative of the Noteholders or the Noteholders underany Transaction Document, the Notes or the Terms and any of the Conditions or anyarrangement in respect of the obligations of the Issuer under or in respect of the Notes;

(c) to approve the substitution of any person for the Issuer (or any previous substitute) asprincipal obligor under the Notes;

(d) to direct the Representative of the Noteholders to serve a Trigger Notice, as a consequence ofa Trigger Event under Condition 10 (Trigger Events);

(e) to waive any breach or authorise any proposed breach by the Issuer of its obligations under orin respect of the Notes or any Transaction Documents or any act or omission which mightotherwise constitute a Trigger Event under the Notes;

(f) to direct the Representative of the Noteholders to concur in and execute and do all suchdocuments, acts and things as may be necessary to carry out and give effect to any WrittenResolution;

(g) to exercise, enforce or dispose of any right and power on payment and application of fundsderiving from any claims on which a pledge or other security interest is created in favour ofthe Noteholders, otherwise than in accordance with the Transaction Documents.

Article 19(Powers exercisable by Extraordinary Resolution)

A Meeting shall, in addition to the powers herein given, have the following powers exercisable onlyby way of an Extraordinary Resolution:

(a) approval of any Basic Terms Modification;

(b) approval of any proposal by the Issuer for any alteration, abrogation, variation or compromiseof, or arrangement in respect of, the rights of the Representative of the noteholders or theNoteholders against the Issuer or against any of its property or against any other Personwhether such rights shall arise under these Rules, the Notes, the Conditions or otherwise;

(c) approval of any scheme or proposal for the exchange or substitution or sale of any of theNotes or any Class of Notes for, or the conversion of the Notes or any Class into, or thecancellation of any of the Notes or any Class, in consideration of shares, stock, notes, bonds,debentures, debenture stock and/or other obligations and/or securities of the Issuer or of anyother body corporate formed or to be formed, or for or into or in consideration of cash, orpartly for or into or in consideration of such shares, stock, notes, bonds, debenture stockand/or other obligations and/or securities as aforesaid and partly for or into or in considerationof cash;

(d) approval of any alteration of the provisions contained in these Rules, the Conditions, theNotes or any Class of Notes, the Intercreditor Agreement, the Cash Administration andAgency Agreement or any other Transaction Document which shall be proposed by the Issuerand/or the Representative of the Noteholders or any other party thereto;

(e) power to discharge or exonerate the Representative of the Noteholders from any liability inrespect of any act or omission for which the Representative of the Noteholders may beresponsible under or in relation to these Rules, the Notes or any Class of Notes or any otherTransaction Document;

(f) power to give any authority, direction or sanction which under the provisions of these Rules,the Conditions or the Notes or any Class of Notes, is required to be given by ExtraordinaryResolution;

(g) power to authorise and sanction the actions of the Representative of the Noteholders underthese Rules, the Notes, the Conditions, the terms of the Intercreditor Agreement or any other

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Transaction Documents and in particular power to sanction the release of the Issuer by theRepresentative of the Noteholders; and

(h) following the service of a Trigger Notice, power to resolve on the sale of one or morereceivable(s) comprised in the Portfolio(s),

provided that:

(A) no Extraordinary Resolution involving a Basic Terms Modification passed by the RelevantClass Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution ofthe Noteholders of each of the other Classes of Notes (to the extent that the Notes of eachsuch Class of Notes are then outstanding); and

(B) no Extraordinary Resolution of:

the Class B Noteholders shall be effective unless:

(A) the Representative of the Noteholders is of the opinion that it will not bematerially prejudicial to the interests of the Class A Noteholders; or

(B) (to the extent that the Representative of the Noteholders is not of thatopinion) it is sanctioned by an Extraordinary Resolution of the Class ANoteholders.

Article 20(Challenge of Resolution)

Each Noteholder can challenge resolutions which are not passed in conformity with the provisions ofthese Rules.

Article 21(Minutes)

Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall signthe minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and untilthe contrary is proved, every such Meeting in respect of the proceedings of which minutes have beensummarised and signed shall be deemed to have been duly convened and held and all resolutionspassed or proceedings transacted at it to have been duly passed and transacted.

Article 22(Written Resolution)

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

Article 23(Individual Actions and Remedies)

The right of each Noteholder to bring individual actions or take other individual remedies to enforcehis/her rights under the Notes will be subject to the Meeting passing an Extraordinary Resolutionauthorising such individual action or other remedy. In this respect, the following provisions shallapply:

(a) the Noteholder intending to enforce his or her rights under the Notes will notify theRepresentative of the Noteholders in writing of his or her intention;

(b) the Representative of the Noteholders will, within 30 days of receiving such notification, convene a Meeting of the Noteholders of the relevant Class of Notes or, as the case may be, ofall of the Classes of Notes, in accordance with these rules at the expense of such Noteholder;

(c) if the Meeting does not pass a resolution authorising the individual enforcement or remedy,the Noteholder will be prevented from seeking such enforcement or remedy (provided that thesame matter can be submitted again to a further Meeting after a reasonable period of time haselapsed); and

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(d) if the Meeting does pass an Extraordinary Resolution authorising the individual enforcementor remedy, the Noteholder will be permitted to seek such individual enforcement or remedy inaccordance with the terms of the Extraordinary Resolution.

No individual action or remedy can be sought by a Noteholder to enforce his or her rights under theNotes unless a Meeting has been held to resolve on such action or remedy and in accordance with theprovisions of this Article 23.

Title III — The Representative of the Noteholders

Article 24(Appointment, Removal and Remuneration)

The appointment of the Representative of the Noteholders must be approved by an ExtraordinaryResolution of the holders of each Class of Notes in accordance with the provisions of this Article 24,save as in respect of the appointment of the first Representative of the Noteholders that will beDeutsche Trustee Company Limited.

Save for Deutsche Trustee Company Limited as first Representative of the Noteholders, theRepresentative of the Noteholders shall be:

1. a bank incorporated in any jurisdiction of the European Union or a bank incorporated in anyother jurisdiction in either case provided it is licensed to conduct banking activity ion Italy; or

2. a financial institution registered under Article 107 of the Banking Act; or

3. any other entity which may be permitted to act in such capacity by any specific provisions ofItalian law applicable to the securitisation of monetary rights and/or by any regulations,instructions, guidelines and/or specific approvals issued by the competent Italian supervisingauthorities.

The Representative of the Noteholders shall be appointed for an unlimited term and can be removedby way of an Extraordinary Resolution of the holders of each Class of Notes at any time.

In the event of a termination of the appointment of the Representative of the Noteholders for anyreason whatsoever, the Representative of the Noteholders shall remain in office until acceptance ofappointment by the substitute Representative of the Noteholders designated among the entitiesindicated in 1), 2) and 3) above; should said acceptance of appointment by the substituteRepresentative of the Noteholders not occur within 30 days after such termination, the terminatedRepresentative of the Noteholders shall be entitled to appoint its own successor, provided that anysuch successor shall satisfy all the conditions set out above; and the powers and authority ofRepresentative of the Noteholders whose appointment has been terminated shall be limited to thosenecessary for the performance of the essential functions which are required to be complied with inconnection with the Notes.

The directors, auditors, employees of the Issuer and those who fall within the conditions indicated inArticle 2382 and Article 2399 of the Italian Civil Code in respect of the Issuer cannot be appointedRepresentative of the Noteholders, and, if appointed, shall be automatically removed from theappointment.

As consideration to the Representative of the Noteholders for the obligations undertaken by the sameas from the date hereof under these Rules and the Transaction Documents, the Issuer shall pay to theRepresentative of the Noteholders an annual fee, such fee being agreed in a separate side letter, plusVAT if applicable. The above fees and remuneration shall accrue from day to day and shall be payablein accordance with the Notes Subscription Agreement, the Intercreditor Agreement and the applicableOrder of Priority up to (and including) the date when the Notes have been repaid in full or cancelledin accordance with the Conditions.

Article 25(Duties and Powers)

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The Representative of the Noteholders is the legal representative of the Organisation of Noteholderssubject to and in accordance with the Conditions, these Rules, the Intercreditor Agreement and theother Transaction Documents to which it is a party (together, the "Relevant Provisions").

Subject to the Relevant Provisions, the Representative of the Noteholders is responsible forimplementing the decisions of the Meetings and for protecting the Noteholders' interests vis-a-vis theIssuer. The Representative of the Noteholders has the right to attend the Meetings. The Representativeof the Noteholders may convene a Meeting to obtain instructions from the Relevant Class Noteholderson any action to be taken by the Representative of the Noteholders.

All actions taken by the Representative of the Noteholders in the execution and exercise of all itspowers and authorities and of discretion vested in it shall be taken by duly authorised officer(s) for thetime being of the Representative of the Noteholders.

The Representative of the Noteholders may also, whenever it considers to be expedient and in theinterests of the Noteholders, whether by power of attorney or otherwise, delegate to any Person(s) allor any of the powers, authorities and discretion vested in it as aforesaid. Any such delegation may bemade upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Representative of the Noteholders may think fit in the interests of the Noteholders,provided that: (a) the Representative of the Noteholders shall use all reasonable care and skill in theselection of the sub-agent, sub-contractor or representative which must fall within one of thecategories set forth in Article 24 herein; and (b) the sub-agent, sub-contractor or representative shallundertake to perform the obligations of the Representative of the Noteholders in respect of which ithas been appointed.

The Representative of the Noteholders shall not, other than in the normal course of its business, bebound to supervise the proceedings of any such delegate or sub delegate and shall not in any way or toany extent be responsible for any loss incurred by any misconduct or default on the part of suchdelegate or sub-delegate. The Representative of the Noteholders shall as soon as reasonablypracticable give notice to the Issuer of the appointment of any delegate and the renewal, extension ortermination of such appointment and shall make it a condition of any such delegation that anydelegate shall also as soon as reasonably practicable give notice to the Issuer of any sub-delegate.

The Representative of the Noteholders shall be authorised to represent the Organisation ofNoteholders in judicial proceedings, including proceedings involving the Issuer in creditors'agreement (concordato preventivo), forced liquidation (fallimento) or compulsory administrativeliquidation (liquidazione coatta amministrativa).

Article 26(Resignation of the Representative of the Noteholders)

The Representative of the Noteholders may resign at any time upon giving not less than three calendarmonths' notice in writing to the Issuer without giving any reason therefore and without beingresponsible for any costs incurred as a result of such resignation. The resignation of theRepresentative of the Noteholders shall not become effective until a Meeting of each Class ofNoteholders has appointed a new Representative of the Noteholders, provided that if a newRepresentative of the Noteholders has not been so appointed within 60 days after such notice ofresignation, the resigning Representative of the Noteholders will be entitled to appoint its ownsuccessor, in the name and on behalf of the Issuer and convening a fee not higher than the fee that theresigning Representative of the Noteholders agreed with the Issuer, provided that any such successorshall satisfy with the conditions of Article 24 herein.

Article 27(Exoneration of the Representative of the Noteholders)

The Representative of the Noteholders shall not assume any other obligations in addition to thoseexpressly provided herein and in the Transaction Documents to which it is a party.

Without limiting the generality of the foregoing, the Representative of the Noteholders shall not be:

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I. under any obligation to take any steps to ascertain whether a Trigger Event or any other event,condition or act, the occurrence of which would cause a right or remedy to becomeexercisable by the Representative of the Noteholders hereunder or under any of the otherTransaction Documents has happened and, until it shall have actual knowledge or expressnotice to the contrary, the Representative of the Noteholders shall be entitled to assume thatno Trigger Event has occurred;

II. under any obligation to monitor or supervise the observance and performance by the Issuer orany of the other parties to the Transaction Documents of their obligations under these Rules,the Notes, the Conditions or any other Transaction Documents and, until it shall have actualknowledge or express notice to the contrary, it shall be entitled to assume that the Issuer andeach party to any Transaction Document is observing and performing all such provisions andobligations;

III. under any obligation to give notice to any Person of the execution of these Rules or any of theTransaction Documents or any transaction contemplated hereby or thereby;

IV. responsible for, or for investigating, the legality, validity, effectiveness, adequacy, suitabilityor genuineness of these Rules, the Notes, the Conditions, any Transaction Document, or anyother document or any obligation or rights created or purported to be created thereby orpursuant thereto;

V. responsible for or have any duty to make any investigation in respect of or in any way beliable whatsoever for: (i) the nature, status, creditworthiness or solvency of the Issuer or anyother party to the Transaction Documents, (ii) the existence, accuracy or sufficiency of anylegal or other opinions, searches, reports, certificates, valuations or investigations delivered orobtained or required to be delivered or obtained at any time in connection herewith or withany Transaction Document; (iii) the suitability, adequacy or sufficiency of any collectionprocedures operated by the Servicer or compliance therewith; (iv) the failure by the Issuer toobtain or comply with any license, consent or other authority in connection with the purchaseor administration of the Portfolios; and (v) any accounts, books, records or files maintainedby the Issuer, the Servicer and the Italian Paying Agent or any other Person in respect of thePortfolios;

VI. responsible for the receipt or application by the Issuer of the proceeds of the issue of theNotes or the distribution of any of such proceeds to the Persons entitled thereto;

VII. responsible for the maintenance of any rating of the Class A Notes by the Rating Agencies orany other credit or rating agency or any other Person;

VIII. responsible for or for investigating any matter which is the subject of, any recitals, statements,warranties or representations of any party other than the Representative of the Noteholderscontained herein or any other Transaction Document;

IX. bound or concerned to examine or enquire into or be liable for any defect or failure in theright or title of the Issuer to the Portfolios or any part thereof whether such defect or failurewas known to the Representative of the Noteholders or might have been discovered uponexamination or enquiry or whether capable of remedy or not;

X. liable for any failure, omission or defect in registering or filing or procuring registration orfiling of or otherwise protecting or perfecting these Rules, the Notes or any TransactionDocument;

XI. under any obligation to insure the Portfolios or any part thereof;

XII. responsible for (except as otherwise provided in the Conditions or in the TransactionDocuments) making or verifying any determination or calculation in respect of the Portfolios,the Notes and any other payment to be made in accordance with the applicable Order ofPriority;

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XIII. obliged to have regard to the consequences of any modification of these Rules, the Notes, theConditions or any of the Transaction Documents for the Noteholders or any relevant Personsresulting from their being for any purpose domiciled or resident in, or otherwise connectedwith, or subject to, the jurisdiction of any particular territory;

XIV. under any obligation to disclose to any Noteholder, any Other Issuer Creditor or any otherparty any confidential, financial, price sensitive or other information made available to theRepresentative of the Noteholders by the Issuer or any other Person in connection with theseRules, the Notes or any other Transaction Document, and the Issuer Secured Creditors or anyother party shall not be entitled to take any action to obtain from the Representative of theNoteholders any such information (unless and to the extent ordered so to do by a court ofcompetent jurisdiction);

XV. liable for acting upon any resolution purporting to have been passed at any Meeting of therelevant Class or Classes of Notes in respect whereof minutes have been made and signed,also in the event that, subsequent to its acting it transpires that the Meeting was not dulyconvened or constituted, such resolution was not duly passed or that the resolution wasotherwise not valid or binding upon the Noteholders, in connection with matters in respect ofwhich the Noteholders are entitled to direct the Representative of the Noteholders.

The Representative of the Noteholders, notwithstanding anything to the contrary contained in theseRules, may:

I. without the consent of the Noteholders or any Other Issuer Creditors agree amendments ormodifications (other than a Basic Terms Modification) to the Conditions, these Rules or toany of the Transaction Documents which, in the opinion of the Representative of theNoteholders, it is expedient to make or is to correct a manifest error which is of a formal,minor or technical nature or is necessary for the purposes of clarification. Any suchamendment or modification shall be binding on the Noteholders and, unless theRepresentative of the Noteholders otherwise agrees, the Issuer shall cause such amendment ormodification to be notified to the Noteholders as soon as practicable thereafter;

II. without the consent of the Noteholders, agree amendments or modifications to these Rules(other than in respect of a Basic Terms Modification), to the Conditions or to any of theTransaction Documents which, in the opinion of the Representative of the Noteholders, it maybe proper to make, provided that the Representative of the Noteholders is of the opinion thatsuch amendment or modification will not be materially prejudicial to the interests of the ClassA Noteholders;

III. without the consent of the Noteholders or any Other Issuer Creditor, authorise or waive anyproposed breach or any breach of the Notes (including a Trigger Event) or of the IntercreditorAgreement or any other Transaction Document if, in the opinion of the Representative of theNoteholders, the interests of the Class A Noteholders will not materially prejudices by suchauthorisation or waiver provided that the Representative of the Noteholders shall not exerciseany of such powers in contravention of any express direction by an Extraordinary Resolutionor so as to authorise or waive any proposed breach or breach relating to a Basic TermsModification;

IV. act on the advice, certificate, opinion, or any information (whether or not addressed to theRepresentative of the Noteholders) obtained from any lawyer, accountant, banker, broker,credit or rating agency or other expert whether obtained by the Issuer, the Representative ofthe Noteholders or otherwise and shall not, in the absence gross negligence (colpa grave) orwilful misconduct (dolo) on the part of the Representative of the Noteholders, be responsiblefor any loss incurred by so acting. Any such advice, certificate, opinion or information may besent or obtained by letter, telex, telegram, facsimile transmission, e-mail or cable and, in theabsence of gross negligence (colpa grave) or wilful misconduct (dolo) on the part of theRepresentative of the Noteholders, the Representative of the Noteholders shall not be liablefor acting on any advice, certificate, opinion or information contained in or purported to be

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conveyed by any such letter, telex, telegram, facsimile transmission, e-mail or cablenotwithstanding any error contained therein or the non-authenticity of the same;

V. call for and accept as sufficient evidence of any fact or matter, unless any of its officers incharge of the administration of these Rules shall have actual knowledge or express notice tothe contrary, a certificate duly signed by or on behalf of the sole director or the chairman ofthe board of directors of the Issuer, as the case may be, and the Representative of theNoteholders shall not be bound in any such case to call for further evidence or be responsiblefor any loss that may be occasioned as a result of acting on such certificate;

VI. have absolute discretion as to the exercise, non exercise or refraining from exercise of anyright, power and discretion vested in the Representative of the Noteholders by these Rules,the Notes, any Transaction Documents or by operation of law, save as expressly otherwiseprovided herein, and the Representative of the Noteholders shall not be responsible for anyloss, costs, damages, expenses or other liabilities that may result from the exercise, non-exercise or refraining from exercise thereof except insofar as the same are incurred as a resultof gross negligence (colpa grave) or wilful misconduct (dolo);

VII. leave in custody these Rules, the Transaction Documents and any other documents relatinghereto in any part of the world with any bank, financial institution or company whosebusiness includes undertaking the safe custody of documents or with any lawyer or firm oflawyers considered by the Representative of the Noteholders to be of good reputation, and theRepresentative of the Noteholders shall not be responsible for or required to insure againstany loss incurred in connection with any such custody and may pay all sums required to bepaid on account of or in respect of any such custody;

VIII. call for, accept and place full reliance on, as sufficient evidence of the facts stated therein, acertificate or letter of confirmation certified as true and accurate and signed on behalf of anycommon depository as the Representative of the Noteholders considers appropriate, or anyform of record made by any such depository to the effect that at any particular time orthroughout any particular period, any particular Person is, was, or will be, shown in itsrecords as entitled to a particular number or principal amount of Notes;

IX. certify whether or not a Trigger Event is in its opinion materially prejudicial to the interests ofthe Noteholders, and any such certificate or opinion shall be conclusive and binding upon theIssuer, the Issuer Secured Creditors and any other relevant Person and if the Representative ofthe Noteholders so certifies and serves a Trigger Notice pursuant to Condition 10, it shall, inthe absence of gross negligence (colpa grave) or wilful misconduct (dolo) on its part, be fullyindemnified by the Issuer against all fees, costs, expenses, liabilities, losses and chargeswhich it may incur as a result;

X. determine whether or not a default in the performance by the Issuer of any obligation underthe provisions of these Rules, the Notes or any other Transaction Documents is capable ofremedy and, if the Representative of the Noteholders shall certify that any such default is, inits opinion, not capable of remedy, such certificate shall be conclusive and binding upon theIssuer, the Noteholders and any relevant Person;

assume without enquiry that no Notes are for the time being held by or for the benefit of the Issuer;

The Representative of the Noteholders shall be entitled to:

(a) call for and to rely upon a certificate or any letter of confirmation or explanation reasonablybelieved by it to be genuine, of any party to the Intercreditor Agreement or any other of theOther Issuer Creditors or any Rating Agencies in respect of every matter and circumstance forwhich a certificate is expressly provided for hereunder or any other Transaction Document orin respect of the rating of the Class A Notes and it shall not be bound in any such case to callfor further evidence or be responsible for any loss, liability, costs, damages, expenses orinconvenience that may be occasioned by its failing to do so;

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(b) assume, for the purposes of exercising any power, authority, duty or discretion under or inrelation hereto or to the Notes, the Conditions or any Transaction Documents that suchexercise will not be materially prejudicial to the interests of the Noteholders if the RatingAgencies have confirmed that the then current rating of the Class A Notes would not beadversely affected by such exercise, or have otherwise given their consent.

(c) convene a Meeting of the Noteholders of the relevant Class or Classes of Notes, in connectionwith matters in respect of which the Representative of the Noteholders is entitled to exerciseits discretion hereunder, in order to obtain from them instructions upon how theRepresentative of the Noteholders should exercise such discretion provided that nothingherein shall be construed so as to oblige the Representative of the Noteholders to convenesuch a Meeting. The Representative of the Noteholders shall not be obliged to take any actionin respect of these Rules, the Notes, the Conditions or any Transaction Document unless it isindemnified and/or provided with security to its satisfaction against all actions, proceedings, claims and demands which may be brought against it and against all costs, charges, damages,expenses and liabilities (provided that supporting documents are delivered) which it mayincur by taking such action.

Any consent or approval given by the Representative of the Noteholders under these Rules, the Notes,the Conditions and any other Transaction Document may be given on such terms and subject to suchconditions (if any) as the Representative of the Noteholders deems appropriate and notwithstandinganything to the contrary contained herein, in the Conditions or in other Transaction Document, suchconsent or approval may be given retrospectively.

Any consent, approval or waiver by the Representative of the Noteholders shall be notified by theIssuer (or upon failure by the Issuer, by the Operating Bank) to the Rating Agencies.

No provision of these Rules, the Notes, the Conditions or any Transaction Documents shall require theRepresentative of the Noteholders to do anything which may be illegal or contrary to applicable lawor regulations or expend or risk its own funds or otherwise incur any financial liability in theperformance of any of its duties, or in the exercise of any of its rights or powers, and theRepresentative of the Noteholders may refrain from taking any action if it has reasonable grounds tobelieve that it will not be reimbursed for any amounts, or that it will not be indemnified against anyloss or liability, which it may incur as a result of such action.

Article 28(Note Security)

The Representative of the Noteholders is entitled to exercise all the rights granted by the Issuer to theRepresentative of the Noteholders for itself and on behalf of the Noteholders and the other IssuerSecured Creditors under the Note Security.

The Representative of the Noteholders, acting on behalf of the Issuer Secured Creditors, agrees:

(a) prior to the enforcement of the Note Security, to permit the Issuer to collect, in the IssuerSecured Creditors' interest and on their behalf, any amounts deriving from the Note Securityand may instruct, jointly with the Issuer, the obligors whose obligations form part of the NoteSecurity to make any payments to be made thereunder to an Account of the Issuer;

(b) to acknowledge that the account(s) to which payments have been made in respect of the NoteSecurity shall be deposit accounts for the purpose of Article 2803 of the Italian Civil Codeand agrees that those account(s) shall be operated in compliance with the provisions of theCash Administration and Agency Agreement and the Intercreditor Agreement;

(c) that all funds credited to the relevant Accounts from time to time shall be applied prior to theenforcement of the Note Security in accordance with the Cash Administration and AgencyAgreement and the Intercreditor Agreement and that available funds standing to the credit ofthe Accounts (except the Transitory Collection and Recoveries Accounts, the Quota CapitalAccount and the Expenses Account) may be used for investments in Eligible Investments;

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(d) that cash deriving from time to time from the Note Security and the amounts standing to thecredit of the Accounts shall be applied prior to enforcement of the Note Security, in andtowards satisfaction not only of amounts due to the Issuer Secured Creditors, but also of suchamounts due and payable to the Other Issuer Creditors that rank pari passu with, or higherthan, the Issuer Secured Creditors, according to the applicable Order of Priority and, to theextent that all amounts due and payable to the Issuer Secured Creditors have been paid in full,also towards satisfaction of amounts due to the Other Issuer Creditors that rank below theIssuer Secured Creditors. The Issuer Secured Creditors have irrevocably waived any rightwhich they may have hereunder in respect of cash deriving from time to time from the NotesSecurity and amounts standing to the credit of the Accounts which is not in accordance withthe foregoing. The Representative of the Noteholders shall not be entitled to collect, withdrawor apply, or issue instructions for the collection, withdrawal or application of, cash derivingfrom time to time from the Note Security except in accordance with the foregoing and theIntercreditor Agreement.

Article 29(Indemnity)

It is hereby acknowledged that the Issuer has covenanted and undertaken under the NotesSubscription Agreement to reimburse, pay or discharge (on a full indemnity basis) on demand, to theextent not already reimbursed, paid or discharged by any Noteholders, all costs, liabilities, losses,charges, expenses, damages (provided, in each case, that supporting documents are delivered, actions,proceedings, claims and demands (including, without limitation, legal fees and any applicable valueadded tax or similar tax) properly incurred by or made against the Representative of the Noteholders,or by any Persons appointed by it to whom any power, authority or discretion may be delegated by it,in relation to the preparation and execution of, the exercise, non exercise or purported exercise of itspowers and performance of its duties under, and in any other manner in relation to, these Rules, theNotes, the Conditions or the Transaction Documents, including but not limited to legal and travellingexpenses and any stamp, issue, registration, documentary and other taxes or duties paid by theRepresentative of the Noteholders in connection with any action and/or legal proceedings brought orcontemplated by the Representative of the Noteholders pursuant the Transaction Documents, oragainst the Issuer or any other Person for enforcing any obligations hereunder, the Notes or theTransaction Documents, except insofar as the same are incurred because of gross negligence (colpagrave) or wilful misconduct (dolo) of the Representative of the Noteholders.

Title IV — The Organisation of Noteholders Upon Service of a Trigger Notice

Article 30(Powers)

It is hereby acknowledged that, upon service of a Trigger Notice and/or failure by the Issuer toexercise its rights, the Representative of the Noteholders shall, pursuant to the IntercreditorAgreement, be entitled to exercise, in its capacity as legal representative of the Organisation ofNoteholders and also in the interest and for the benefits of the Other Issuer Creditor, certain rights inrelation to the Portfolios and to exercise, in the name and on behalf of the Issuer and as mandatario inrem propriam of the Issuer, all and any of the Issuer's Rights, including the right to give directions andinstructions to the relevant parties to the Transaction Documents.

In connection with any proposed sale of one or more Claims comprised in the Portfolios, theRepresentative of the Noteholders may, but shall not be obliged to, convene a Meeting in accordancewith the provisions set forth in these Rules to resolve on the proposed sale.

Title V — Alternative Disputes Resolutions

Article 31(Law and Arbitration)

These Rules are governed by, and will be construed in accordance with, the laws of Italy.

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All disputes arising out of or in connection wit these Rules, including those concerning their validity,interpretation, performance and termination, shall be settled, irrespective of the number of the parties,by the Arbitration Panel consisting of three arbitrators (one of whom shall be the President) who shallbe directly appointed by the Chamber of National and International Arbitration of Milan. Thearbitration shall be conducted in accordance with the Rules of the Chamber of National andInternational Arbitration of Milan (Regole di Arbitrato Internazionale della Camera di CommercioNazionale e Internazionale di Milano), which each of the Noteholders acknowledge to have read andto accept in their entirety.

The arbitrators shall decide according to the laws of Italy and not ex aequo et bono. The seat of thearbitration shall be in Milan. The language of the arbitration will be English. Any disputes that cannotbe settled by arbitration shall be submitted to the exclusive jurisdiction of the courts of Milan.

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SELECTED ASPECTS OF ITALIAN LAW

The following is a summary only of certain aspects of Italian Law that are relevant to the transactionsdescribed in this Prospectus and of which prospective Noteholders should be aware. It is not intendedto be exhaustive and prospective Noteholders should also read the detailed information set outelsewhere in this Prospectus.

The Securitisation Law

The Securitisation Law was enacted on 30 April 1999 and was conceived to simplify the securitisationprocess and to facilitate the increased use of securitisation as a financing technique in the Republic ofItaly.

It applies to securitisation transactions involving a "true" sale (by way of non-gratuitous assignment)of receivables, where the sale is to a company created in accordance with article 3 of SecuritisationLaw and all amounts paid by the assigned debtors in respect of the receivables are to be used by therelevant company exclusively to meet its obligations under the notes issued to fund the purchase ofsuch receivables and all costs and expenses associated with the securitisation transaction.

Ring-fencing of the assets

By operation of Securitisation Law, the assets relating to each securitisation transaction will, byoperation of law, be segregated for all purposes from all other assets of the company which purchasesthe receivables (including for the avoidance of doubt, any other portfolio purchased by the companypursuant to Securitisation Law). Prior to and on a winding-up of such a company, such assets willonly be available to holders of notes issued to finance the acquisition of the relevant receivables andto certain creditors claiming payment of debts incurred by the company in connection with thesecuritisation of the relevant assets. In addition, the assets relating to a particular transaction will notbe available to the holders of notes issued to finance any other securitisation transaction or to generalcreditors of the issuer company. However, under Italian law, any creditor of the Issuer would be ableto commence insolvency or winding up proceedings against the company in respect of any unpaiddebt.

The assignment

The assignment of the receivables under the Securitisation Law is governed by article 58, paragraphs2, 3 and 4, of the Banking Act and by article 4 of Securitisation Law. According to the prevailinginterpretation of such provisions, the assignment can be perfected against the Originators, assigneddebtors and third party creditors by way of publication of the relevant notice in the Italian OfficialGazette (Gazzetta Ufficiale della Repubblica Italiana) and registration in the companies' registerwhere the Issuer is enrolled, so avoiding the need for notification to be served on each assigneddebtor. Furthermore, the Bank of Italy could require further formalities.

As of the date on which the formalities set forth by Securitisation Law have been complied with, theassignment becomes enforceable against:

(a) the assigned debtors and any creditors of the originator who have not, prior to the date ofpublication of the notice of assignment in the Official Gazette and registration of theassignment in the register of companies where the assignee is enrolled, commencedenforcement proceedings in respect of the relevant receivables;

(b) (i) the liquidator or any other bankruptcy officials of the assigned debtors (so that anypayments made by an assigned debtor to the purchasing company may not be subject to anyclaw-back action according to article 67 of Italian Royal Decree No. 267 of 16 March 1942(Disciplina del fallimento, del concordato preventivo e della liquidazione coattaamministrativa) (the "Bankruptcy Law"); and (ii) the liquidator of the originator (providedthat the originator has not been subjected to insolvency proceeding prior to the date ofpublication of the notice of assignment in the Official Gazette and the registration of theassignment in the register of the companies where the assignee is enrolled); and

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(c) other permitted assignees of the originator who have not perfected their assignment prior tothe date of publication of the notice of assignment in the Italian Official Gazette (GazzettaUfficiale della Repubblica Italiana) and the registration of the assignment in the register ofcompanies where the assignee is enrolled.

The benefit of any privilege, guarantee or security interest guaranteeing or securing repayment of theassigned receivables will automatically be transferred to and perfected with the same priority infavour of the company which has purchased the receivables, without the need for any formality orannotation.

As from the date of publication of the notice of the assignment in the Official Gazette and registrationof the assignment in the register of companies where the assignee is enrolled, no legal action may bebrought against the receivables assigned or the sums derived therefrom other than for the purposes ofenforcing the rights of the holders of the notes issued for the purpose of financing the acquisition ofthe relevant receivables and to meet the costs of the transaction.

Notice of the assignment of the Claims by the Originators pursuant to the Transfer Agreements hasbeen published in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana) No. 93 onAugust 9, 2012 and filed for publication in the companies' register of Rome on August 7, 2012.

Insolvency proceedings

Insolvency proceedings (procedure concorsuali) conducted under Italian law may take the form of,inter alia, a forced liquidation (fallimento), a creditors' agreement (concordato preventivo), arestructuring arrangements with creditors (accordi di ristrutturazione dei debiti). Insolvencyproceedings are only applicable to businesses (imprese) run either by companies or by individuals. Anindividual who is not a sole entrepreneur is not subject to insolvency. The procedure followed willdepend on factors relating to the financial status of the debtor, the court and the creditors involved. Ineach case, a lender must petition the court for approval of its claim against the debtor.

A debtor can be declared bankrupt (fallito) (either by its own initiative or upon the initiative of any ofits creditors) if it is not able to timely and duly fulfil its obligations. The debtor loses control over allits assets and of the management of its business which is taken over by a court-appointed receiver(curatore fallimentare).

Once a judgment has been made by the court on the basis of the evidence of the creditors and theopinion of the curatore fallimentare, and the creditors' claims have been approved, the sale of theborrower's property is conducted in a manner similar to foreclosure proceedings or forced sale ofgoods, as the case may be. An insolvent creditor may avoid being declared bankrupt by proposing toits creditors a creditors' agreement.

Such proposal must be contained in a plan which may provide for: (i) the restructuring of debts andthe satisfaction of creditors in any manner even through extraordinary transactions including thegranting to creditors and their controlled company of shares, or bonds (also convertible into shares),or other financial instruments and securities, (ii) the assumption of the activities of the companiesinvolved in the proposal of concordato preventivo, (iii) the classification of creditors into classes and(iv) different treatments for creditors belonging to different classes. See "Concordato preventivo(Composition with creditors)" and "Accordi di ristrutturazione dei debiti (Debts' restructuringarrangements with creditors)", below.

In cases where a debtor is not insolvent but has difficulty in fulfilling its obligations, the supervisedadministration procedure is available to hold together and try to rescue its business, provided thatthere is concrete evidence that its financial condition can be improved. In this procedure, themanagement of the debtor's business and assets is subject to judicial supervision, and the payment ofall debts of the debtor is delayed for a period not exceeding two years. The lender may receive a cashpayment of the approved portion of its claim (which may be less than the total amount outstandingunder the loan). This may, however, follow lengthy negotiations and finalisation of restructuringagreements. Due to the complexity of the insolvency proceedings, the time involved and thepossibility for challenges and appeals by the debtor, there can be no assurance that any such

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insolvency proceeding would result in the payment in full of outstanding amounts under the Loans orthat such proceedings would be concluded before the stated maturity of the Notes.

After insolvency proceedings are commenced, no legal action can be taken against the debtor and noforeclosure proceedings or forced sale proceedings may be initiated. Moreover, all action taken andproceedings already initiated by creditors are automatically suspended.

Court-supervised administration (amministrazione controllata) has been repealed with effect from 16July 2006, following the entering into force of some of the provisions of the recent reform of theBankruptcy Law.

Claw-back of the sale of the portfolios

The sale of the Portfolios by the Originators to the Issuer may be clawed back by a receiver of theOriginator under article 67, paragraphs 1(4) and 2 of the Bankruptcy Law but only in the event thatthe Originator was insolvent when the assignment was entered into and the assignment was executedwithin three months of the admission of the relevant Originator to compulsory liquidation(liquidazione coatta amministrativa) pursuant to Title IV, Heading I, Section III of the Banking Act orin cases where paragraph 1(1), 1(2) and 1(3) of article 67 applies, within six months of the admissionto compulsory liquidation. Under the Warranty and Indemnity Agreement, the Originator hasrepresented and warranted that it was solvent as of the Initial Execution Date and on the Issue Date.

Claw-back action against the payments made to companies incorporated under SecuritisationLaw

According to article 4 of Securitisation Law, the payments made by an assigned debtor to the Issuermay not be subject to any claw-back action according to article 67 of the Bankruptcy Law.

All other payments made to the Issuer by any party under a Transaction Document in the six monthsor one year suspected period prior to the date on which such party has been declared bankrupt or hasbeen admitted to the compulsory liquidation may be subject to claw-back action according to article67 of the Bankruptcy Law.

Ineffectiveness of prepayments by borrowers

Pursuant to article 65 of the Bankruptcy Law, in the event that a Borrower (to the extent the same issubject to the Bankruptcy Law) is declared bankrupt, any payment made by the Borrower during thetwo-year period prior to the declaration of bankruptcy in respect of any amount which falls due andpayable on or after the date of declaration of bankruptcy (including accordingly, any prepaymentsmade under the relevant Loan Agreements) are ineffective vis-à-vis the Issuer. In this regard, it has tobe noted that a recent case from the Italian Supreme Court (Corte di Cassazione, judgement No.19978 of July 18th 2008) stated that article 65 of the Bankruptcy Law does not apply in case the rightof prepayment and the related right to obtain the cancellation of the mortgage securing the prepaidloan are directly and imperatively attributed to the Borrower by specific provisions of law.

However according to the judgment by the Court of Verbania dated 13 August 1999 (published in "IlFallimento", 2000, II, pages 1047 et seq.), the approach of the Italian Supreme Court is that claw backactions under the Bankruptcy Law should not be prejudicial to the rights of secured creditors.Therefore, the payments made further to an obligation not yet due, arising out from mortgage loansmade by the debtor declared bankrupt in the two years prior to the date of the bankruptcy declarationare not subject to the claw back action provided for by article 65 of the Bankruptcy Law, because theultimate consequence of the declaration of ineffectiveness of payments under article 65 of theBankruptcy Law is that the secured creditor could not be admitted to the bankruptcy estate as asecured creditor given that the mortgage would have been cancelled by effect of the pre-payment andaccording to Italian law it could not be reinstated vis-à-vis the receiver. The mentioned judgment bythe Court of Verbania is not an isolated judgment, rather refers to previous Italian Supreme Court caselaw whose subject matter was, as the Italian Supreme Court itself puts it in its judgement No.20005/2005, the "injustice of turning a secured claim into a non-secured claim".

Mutui fondiari

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The Mortgage Loans include inter alia mortgage loans qualifying as mutui fondiari. In addition to thegeneral legislation commonly applicable to mortgage lending, mortgage loans which qualify as mutuifondiari are regulated by specific legislation which provides for a number of rights in favour of themortgage lender that are not provided for by general legislation.

Agreements relating to mutui fondiari executed before 1 January 1994 are regulated by the Italianlegislation on credito fondiario in force prior to that date, which permitted only credit institutionshaving special license to grant mutui fondiari. All other credit institutions were not permitted toconduct mortgage lending business. As of 1 January 1994, under the new legislative framework underthe Banking Act, all banks having a general banking license became qualified to enter into mutuifondiari agreements. The new legislation applies only to mutui fondiari agreements executed, andforeclosure proceedings commenced, on or after 1 January 1994.

With respect to the legislative framework under the Banking Act, certain provisions under the mutuofondiario's legislation entitle the lender to commence or continue foreclosure proceedings also afterthe declaration of insolvency (fallimento) of the affected debtor, to receive repayment from the pricepaid for a mortgaged property at auction up to the price corresponding to the mutui fondiari debtdirectly from the purchaser (without having to await disbursement by the court) and to an assignmentof any rentals earned by the mortgaged property, net of administration expenses and taxes.

With respect to the borrowers, such mutuo fondiario's legislation provides that: (a) the borrower isentitled to a thirty calendar day grace period on payments of instalments; delays in payment ofinstalments of not over one hundred and eighty days may justify termination of the Mortgage Loanonly starting from the eighth (also non consecutive) unpaid instalment; and (b) each time the borrowerhas repaid one fifth of its original debt, it is entitled to a corresponding reduction of the amountcovered by the mortgage; to the extent that a Mortgage Loan is secured by mortgages on more thanone asset, the borrower is entitled to the release of one or more assets from the mortgage to the extentit is able to prove that the remaining assets would be sufficient to ensure a loan to value of at least120% (or, according to an interpretation, the original loan to value, if higher).

Ordinary enforcement proceedings

A mortgage lender (whose debt is secured by a mortgage) may commence enforcement proceedingsby seeking a court order or injunction for payment in the form of an enforcement order (titoloesecutivo) from the court in whose jurisdiction the mortgaged property is located. This court order orinjunction must be served on the debtor.

If the mortgage loan was executed in the form of a public deed, a mortgage lender can serve a copy ofthe mortgage loan agreement, stamped by a notary public with an order for the execution thereof(formula esecutiva) directly on the debtor without the need to obtain an enforcement order (titoloesecutivo) from the court. A writ of execution (atto di precetto) is notified to the debtor together witheither the enforcement order (titolo esecutivo) or the loan agreement, as the case may be.

Within (10) ten days of filing, but not later than (90) ninety days from the date on which notice of thewrit of execution (atto di precetto) is served, the mortgage lender may request the attachment of themortgaged property. The property will be attached by a court order, which must then be filed with theappropriate land registry (Conservatoria dei Registri Immobiliari). The court will, at the request of themortgage lender, appoint a custodian to manage the mortgaged property in the interest of themortgage lender. If the mortgage lender does not make such a request, the debtor will automaticallybecome the custodian of such property.

The mortgage lender is required to search the land registry to ascertain the identity of the currentowner of the property and must then serve notice of the request for attachment on the current owner,even if no transfer of the property from the original borrower or mortgagor to a third party purchaserhas been previously notified to the mortgage lender. Not earlier than ten days and not later than ninetydays after serving the attachment order, the mortgage lender may request the court to sell themortgaged property. The court may delay its decision in respect of the mortgage lender's request inorder to hear any challenge by the debtor to the attachment.

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Technical delays may be caused by the need to append to the mortgage lender's request for attachmentcopies of the relevant mortgage and cadastral (i.e. land registry) certificates (certificati catastali),which usually take some time to obtain. Law No. 302 should reduce the duration of the enforcementproceedings by allowing the mortgage lender to substitute such cadastral certificates with certificatesobtained from public notaries and by allowing public notaries to conduct various activities whichwere before exclusively within the powers of the courts.

If the court decides to proceed with an auction (vendita con incanto) of the mortgaged property, it willusually appoint an expert to value the property. The court will then order the sale by auction. Thecourt determines on the basis of the expert's appraisal the minimum bid price for the property at theauction.

If an auction fails to result in the sale of the property, the court will arrange a new auction with alower minimum bid price. The courts have discretion to decide whether, and to what extent, the bidprice should be reduced (the maximum permitted reduction being one-fifth of the minimum bid priceof the previous auction). In practice, the courts tend to apply the one-fifth reduction. In the event thatno offer is made during an auction, the mortgage lender may apply to the court for a direct assignmentof the mortgaged property to the mortgage lender itself. In practice, however, the courts tend to holdauctions until the mortgaged property is sold.

The sale proceeds, after deduction of the expenses of the enforcement proceedings and any expensesfor the deregistration of the mortgages, will be applied in satisfaction of the claims of the mortgagelender in priority to the claims of any other creditor of the debtor (except for the claims for taxes duein relation to the mortgaged property and for which the collector of taxes participates in theenforcement proceedings).

Upon payment in full of the purchase price by the purchaser within the specified time period, title tothe property will be transferred after the court issues an official decree ordering the transfer. In theevent that proceedings have been commenced by creditors other than the mortgage lender, themortgage lender will have priority over such other creditors in having recourse to the assets of theborrower during such proceedings, such recourse being limited to the value of the mortgagedproperty.

The average length of enforcement proceedings from the court order or injunction of payment to thefinal sharing out is between six and seven years. In the medium-sized central and northern Italiancities, it can be significantly less whereas in major cities or in southern Italy, the duration of theprocedure can significantly exceed the average. Law No. 302 has been passed with the aim ofreducing the duration of enforcement proceedings.

Attachment of debtor's credits

Attachment proceedings may be commenced also on due and payable debts of a borrower (such asbank accounts, salary etc.) or on a borrower's moveable property which is located on a third party'spremises.

Mutui fondiari enforcement proceedings

The Mortgage Loans include inter alia mortgage loans qualifying as mutui fondiari. Enforcementproceedings in respect of mutui .fondiari commenced after 1 January 1994 are currently regulated byarticle 38 et seq. of the Banking Act in which several exceptions to the rules applying to enforcementproceedings in general are provided for. In particular, there is no requirement to serve a copy of theloan agreement directly on the borrower and the mortgage lender of mutui fondiari is entitled tocommence or continue enforcement proceedings after the debtor is declared insolvent or insolvencyproceedings have been commenced.

Moreover, the custodian appointed to manage the mortgaged property in the interest of the fondiariolender pays directly to the lender the revenues recovered on the mortgaged property (net ofadministration expenses and taxes). After the sale of the mortgaged property, the court orders thepurchaser (or the assignee in the case of an assignment) to pay that part of the price corresponding tothe mutui fondiari lender's debt directly to the lender.

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Pursuant to article 58 of the Banking Act, as amended by article 12 of legislative decree No. 342 of 4August 1999, the Issuer will be entitled to benefit from such procedural advantages which apply infavour of a lender of a mutuo fondiario loan.

Enforcement proceedings for mutui fondiari commenced on or before 31 December 1993 areregulated by the Royal Decree No. 646 of 16 July 1905, which confers on the mutuo fondiario lenderrights and privileges that are not provided for by the Banking Act with respect to enforcementproceedings on mutui fondiari commenced on or after 1 January 1994. Such additional rights andprivileges include the right of the bank to commence enforcement proceedings against the borrowereven after the real estate has been sold to a third party who has taken the place of the borrower asdebtor under the mutuo fondiario provided that the name of such third party has not been notified tothe lender. Further rights include the right of the bank to apply for the real estate to be valued by thecourt after commencement of enforcement proceedings, at the value indicated in the mutuo fondiarioagreement without having to have a further expert appraisal.

Priority of interest claims

Pursuant to article 2855 of the Italian Civil Code, the claims of a mortgage lender in respect of interestmay be satisfied in priority to the claims of all other unsecured creditors in an amount equal to theaggregate of (i) the interest accrued at the contractual rate in the calendar year in which the initialstage of the enforcement proceedings are taken and in the two preceding calendar years; and (ii) theinterest accrued at the legal rate (currently two point five per cent. (2.5%)) from the end of thecalendar year in which the initial stage of the enforcement proceeding is commenced to the date onwhich the mortgaged property is sold. Any amount recovered in excess of this will be applied tosatisfy the claims of any other creditor participating in the enforcement proceedings. The mortgagelender will be entitled to participate in the distribution of any such excess as an unsecured creditor.The balance, if any, will then be paid to the debtor.

Concordato preventivo (Composition with creditors)

The debtor in a "financial distress" (i.e. he/she is facing financial distress which does not yet amountto insolvency) may file for concordato preventivo by submitting a plan for the composition with itscreditors which may provide for:

(i) the restructuring of debts and the satisfaction of creditors in any manner even throughassignments of debts, novations (accollo) or extraordinary transactions, including the issue ofshares, quotas, bonds (also convertible into shares) or other financial instruments andsecurities;

(ii) the appointment of a third-party manager (including the creditors);

(iii) the division of creditors into classes; and

(iv) different treatments for creditors belonging to different classes.

In accordance with article 177 of the Bankruptcy Law, once the competent court declares the proposaladmissible and opens the procedures, the concordato preventivo commences if approved by themajority of the creditors entitled to vote (or, in case of different classes of creditors, by the majority ofthe creditors within each class). The court may also approve the concordato preventivo(notwithstanding the circumstance that one or more classes denied their consent) if (i) the majority ofclasses has approved the concordato preventivo and (ii) the court deems that the interest of dissentingcreditors would be adequately safeguarded through the concordato preventivo compared to otherpracticable solutions.

The procedure of the composition with creditors (concordato preventivo) will end with a decree whichis to be issued by the competent court. If the court or the creditors reject the offer, the entrepreneur isautomatically declared bankrupt by the court.

Accordi di ristrutturazione dei debiti (Debts' restructuring arrangements with creditors)

Law decree No. 35 of 14 March 2005 converted into law by law No. 80 of 14 May 2005, introducedthe new article 182-bis of the Bankruptcy Law which contemplates the possibility of entering into

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debts' restructuring arrangements with creditors.

Pursuant to new article 182-bis of the Bankruptcy Law, the debtor may file with the relevant court anagreement for the restructuring of debts with creditors representing at least 60 per cent. of thecompany's debts, together with an assessment made by an expert on the feasibility of the agreementand, in particular, on its impact on the timely payment to those creditors which are not parties to it.

The agreement is published in the companies' register and is effective as of the day of its publication.Creditors may oppose the agreement within 30 days from the publication. The court will, after havingsettled the oppositions (if any), validate the agreement by issuing a decree, which may be appealedwithin 15 days.

Article 120 ter of the Banking Act

Article 120 ter of the Banking Act provides that any provision imposing a prepayment penalty in caseof early redemption of mortgage loans is null and void with respect to mortgage loan agreementsentered into, with an individual as borrower, for the purpose of purchasing or refurbishing real estateproperties destined to residential purposes or to carry out the borrower's own professional andeconomic activity.

The Italian banking association ("ABI") and the main national consumer associations have reached anagreement (the "Prepayment Penalty Agreement") regarding the equitable renegotiation ofprepayment penalties with certain maximum limits calculated on the outstanding amount of the loans(the "Substitutive Prepayment Penalty"). containing the following main provisions: (i) with respectto variable rate loan agreements, the Substitutive Prepayment Penalty should not exceed 0.50% andshould be further reduced to (a) 0.20% in case of early redemption of the loan carried out within thethird year from the final maturity date and (b) zero, in case of early redemption of the loan carried outwithin two years from the final maturity date, (ii) with respect to fixed rate loan agreements enteredinto before 1 January 2001, the Substitutive Prepayment Penalty should not exceed 0.50%, and shouldbe further reduced to: (a) 0.20%, in case of early redemption of the loan carried out within the thirdyear from the final maturity date; and (b) zero, in case of early redemption of the loan carried outwithin two years from the final maturity date, (iii) with respect to fixed rate loan agreements enteredinto after 31 December 2000, the Substitutive Prepayment Penalty should be equal to: (a) 1.90% if therelevant early redemption is carried out in the first half of loan's agreed duration; (b) 1.50% if therelevant early redemption is carried out following the first half of loan's agreed duration, providedhowever that the Substitutive Prepayment Penalty should be further reduced to: (x) 0.20%, in case ofearly redemption of the loan carried out within three years from the final maturity date; and (y) zero,in case of early redemption of the loan carried out within two years from the final maturity date.

The Prepayment Penalty Agreement introduces a further protection for borrowers under a "safeguard"equitable clause (the "Clausola di Salvaguardia") in relation to those loan agreements which alreadyprovide for a prepayment penalty in an amount which is compliant with the thresholds describedabove. In respect of such loans, the Clausola di Salvaguardia provides that: (1) if the relevant loan iseither: (x) a variable rate loan agreement; or (y) a fixed rate loan agreement entered into before 1January 2001; the amount of the relevant prepayment penalty shall be reduced by 0.20%; (2) if therelevant loan is a fixed rate loan agreement entered into after 31 December 2000, the amount of therelevant prepayment penalty shall be reduced by (x) 0.25% if the agreed amount of the prepaymentpenalty was equal or higher than 1.25%; or (y) 0.15%, if the agreed amount of the prepayment penaltywas lower than 1.25%.

Finally the Prepayment Penalty Agreement sets out specific solutions with respect to hybrid rate loanswhich are meant to apply to the hybrid rates the provisions, as more appropriate, relating respectivelyto fixed rate and variable rate loans.

Article 120 quater of the Banking Act

Article 120-quater of the Banking Act provides that any borrower may at any time prepay the relevantloan funding such prepayment by a loan granted by another lender which will be subrogated pursuantto article 1202 of the Italian civil code (surrogato per volontà del debitore) in the rights of the former

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lender, including the mortgages (without any formalities for the annotation of the transfer with theland registry, which shall be requested by enclosing a certified copy of the deed of subrogation (attodi surrogazione) to be made in the form of a public deed (atto pubblico) or of a deed certified by anotary public with respect to the signature (scrittura privata autenticata) without prejudice to anybenefits of a fiscal nature.

In the event that the subrogation is not completed within thirty days from the relevant request from thesucceeding lender to the former lender to start the relevant cooperation procedures, the original lendershall pay to the borrower an amount equal to 1% of the amount of the loan for each month or partthereof of delay, provided that if the delay is due to the succeeding lender, the latter shall repay to theformer lender the delay penalty paid by it to the borrower.

Cancellation of mortgages

Art. 40-bis of the Banking Act and Law decree No. 7 of 31 January 2007 (the "Bersani Decree") asconverted into law by Law No. 40 of 2 April 2007, as applicable, set out certain provisions relating tomortgage loans which include, inter alia, simplified procedures meant to allow a more promptcancellation of mortgages securing loans granted by banks or financial intermediaries in the event of adocumented repayment in full by the debtors of the amounts due under the loans. While suchprovisions do not impact on the monetary rights of the lenders under the loans (lenders retain the rightto oppose the cancellation of a mortgage), the impact on the servicing procedures in relation to theapplicable loan agreements cannot be entirely assessed at this time.

Convention between the ministry of economy and finance, the italian banking association andassociations of the representative of the companies

On the 3rd of August 2009, the Ministry of Economy and Finance, the ABI (Associazione BancariaItaliana) and the associations of the representative of the companies signed a convention about thetemporary suspension of small and middle-sized companies debts to the banking system in order tohelp companies striked by the financial crisis (the "PMI Convention").

The Convention provides, inter alia, the possibility of a 12 (twelve) months suspension for thepayment of the principal component of the loan's instalments (the "Suspension") and thepostponement of the payment of such instalments at the end of the original amortization plan of therelevant loan.

All the small and middle-sized companies which (i) on the 30th of September 2008 were solvent (inbonis), and (ii) at the moment of the submission of the request, had no financings classified as"restructured" (ristrutturato) or as "non-performing" (in sofferenza) and were not subject toenforcement proceedings, are allowed to request the Suspension. Originally, the request forSuspension could be submitted within the 30th of June 2010. On 15 June 2010, an agreement betweenthe Ministry of Economy and Finance, the ABI (Associazione Bancaria Italiana) and the associationsof the representative of the companies has extended the date within which the request for theSuspension could be submitted until 31 July 2011.

Only the instalments not yet expired or expired (not paid or paid in part) from not more than 180 daysbefore the date of submission of the request for Suspension may be suspended.

ABI has clarified on one hand that securitised claims have not been expressly excluded from theobject of the Convention and that assigning banks have to do any reasonable effort to satisfy therequests for Suspension also in respect of securitized claims.

Furthermore, on 28 February 2012 the ABI and the Ministry of Economy and Finance entered into anew convention (the "New PMI Convention") providing for, inter alia: (i) a 12-month suspension ofpayments of instalments in respect of the principal of medium-and long-term loans, which did notbenefit from the Suspension. The suspension applies on the condition that the instalments (A) aretimely paid or (B) in case of late payments, the relevant instalment has not been outstanding for morethan 90 days from the date of request of the suspension; and (ii) the possibility for small and middle-sized companies that have not already requested a Suspension to request an extension of the duration

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of the relevant loans for a period equal to the residual duration of the relevant loans and in any casefor a maximum period of two years for unsecured loans and of three years for mortgage loans.

The Originators have acceded to the New PMI Convention.

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TAXATION IN THE REPUBLIC OF ITALY

The following is a general summary of current Italian law and practice relating to certain Italian taxconsiderations concerning the purchase, ownership and disposition of the Class A Notes. It does notpurport to be a complete analysis of all tax considerations that may be relevant to your decision topurchase, own or dispose of the Notes and does not purport to deal with the tax consequencesapplicable to all categories of prospective beneficial owners of the Notes, some of which may besubject to special rules. The following summary does not discuss the treatment of the Notes that areheld in connection with a permanent establishment or fixed base through which a non Italian residentbeneficial owner carries on business or performs professional services in Italy.

This summary is based upon tax laws and practice of Italy in effect on the date of this OfferingCircular which are however subject to a potential retroactive change. Prospective noteholders shouldconsult their tax advisers as to the consequences under Italian tax law, under the tax laws of thecountry in which they are resident for tax purposes and of any other potentially relevant jurisdiction ofacquiring, holding and disposing of Notes and receiving payments of interest, principal and/or otheramounts under the Notes, including in particular the effect of any state, regional or local tax laws.

Prospective noteholders should in any event seek their own professional advice regarding the Italianor other jurisdictions' tax consequences of the subscription, purchase, ownership and disposition ofthe Notes, including the effect of Italian or other jurisdictions' tax rules on residence of individualsand entities.

1. INCOME TAX

Under the current legislation, pursuant to the combined provision of Article 6, paragraph 1, of Law130, Articles 1 and 2 of Legislative Decree No. 239 of 1 April 1996, as amended and restated ("Law239") and Law Decree No. 138/2011 converted into Law No. 148/2011 (the ("Decree 138/2011"),payments of interest and other proceeds in respect of the Class A Notes:

(i) will be subject to imposta sostitutiva at the rate of 20 per cent. in the Republic of Italy levied asfinal tax if made to beneficial owners who are: (i) individuals resident in the Republic of Italyfor tax purposes; (ii) Italian resident non-commercial partnerships; (iii) Italian resident publicand private entities, other than companies, not carrying out commercial activities as theirexclusive or principal purpose (including the Italian State and public entities); and (iv) Italianresident entities exempt from corporate income tax.

Payments of interest and other proceeds in respect of the Class A Notes will not be included inthe general taxable base of the above mentioned individuals, partnerships and entities.

The imposta sostitutiva will be levied by the Italian resident qualified financial intermediariesthat will intervene, in any way, in the collection of interest and other proceeds on the Class ANotes or in the transfer of the Class A Notes;

(ii) will be subject to imposta sostitutiva at the rate of 20 per cent rate in the Republic of Italylevied as provisional tax if made to beneficial owners who are: (i) individuals resident in theRepublic of Italy for tax purposes; (ii) Italian resident non-commercial partnerships; and (iii)Italian resident public and private entities, other than companies; any of them engaged in anentrepreneurial activity – to the extent permitted by law – to which the Class A Notes areconnected;

(iii) will not be subject to the imposta sostitutiva if made to beneficial owners who are: (i) Italianresident corporations, commercial partnerships or permanent establishments in Italy of nonresident corporations to which the Class A Notes are effectively connected; (ii) Italian residentcollective investment funds, SICAVs, Italian resident pension funds referred to in LegislativeDecree No. 124 of 21 April 1993, as further superseded by Legislative Decree 5 December2005, No. 252 and Italian resident real estate investment funds established pursuant to article 37of Legislative Decree No. 58 of February 24, 1998 and article 14-bis of law No. 86 of January

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25, 1994; (iii) Italian resident individuals who have entrusted the management of their financialassets, including the Class A Notes, to an Italian authorised financial intermediary and haveopted for the so-called risparmio gestito regime according to Article 7 of Legislative DecreeNo. 461 of 21 November 1997 - the "Asset Management Option" and (iv), non Italian residentwith no permanent establishment in Italy to which the Class A Notes are effectively connected,provided that:

(a) they are (i) resident of a country which allows an adequate exchange of information withItaly, which are those countries listed in a ministerial decree to be issued under article168-bis of Presidential Decree No. 917 of 22 December 1986 and, until the year ofenactment of the new decree, in the ministerial decree of 4 September 1996, as amendedfrom time to time, or, in the case of qualifying institutional investors not subject to tax,they are established in such a country, (ii) supranational entities set up in accordance withan international treaty executed by Italy, or (iii) central banks of foreign countries, orother entities also managing the official reserves of such countries; and

(b) the Class A Notes are deposited directly or indirectly: (i) with a bank or an Italiansecurities dealing firm ("SIM") resident in Italy; (ii) with the Italian permanentestablishment of a non-resident bank or brokerage company which is electronicallyconnected with the Italian Ministry of Economy and Finance; or (iii) with a non-residententity or company which has an account with a centralised clearance and settlementsystem which has a direct relationship with the Italian Ministry of Economy and Finance;and

(c) as for recipients characterizing under category (a)(i) above, the banks or brokersmentioned in (b) above receive a self-declaration from the beneficial owner of theinterest which states that the beneficial owner is a resident of that country. The self-declaration must be in conformity with the model approved by the Ministry of Economyand Finance (approved with Decree of the Ministry of Economy and Finance 12December 2001, published on the Ordinary Supplement No. 287 to the Official JournalNo. 301 of 29 December 2001) and its further amendments and is valid until revoked bythe investor. A self statement does not have to be filed if an equivalent self-declaration(including Form 116/IMP) has already been submitted to the same intermediary for thesame or different purposes; in the case of institutional investors not subject to tax, theinstitutional investor shall be regarded as the beneficial owner and the relevant self-declaration shall be produced by the management company; and

(d) the banks or brokers mentioned in (b) and (c) above receive all necessary information toidentify the non-resident beneficial owner of the deposited Class A Notes and allnecessary information in order to determine the amount of interest that such beneficialowner is entitled to receive.

Non-resident holders are subject to the 20 per cent. tax (imposta sostitutiva) on interest and otherproceeds on the Class A Notes if any or all of the above conditions (a), (b), (c) and (d) are notsatisfied. In this case, imposta sostitutiva may be reduced under double taxation treaties, whereapplicable.

Italian resident individuals holding Class A Notes not in connection with an entrepreneurial activitywho have opted for the Asset Management Option are subject to a annual substitute tax levied at therate of 20 per cent (the "Asset Management Tax") on the increase in value of the managed assetsaccrued at the end of each tax year (which increase would include interest and other proceeds accruedon the Class A Notes) . The Asset Management Tax is applied on behalf of the taxpayer by themanaging authorised intermediary.

Interest and other proceeds accrued on the Class A Notes held by Italian resident corporations,commercial partnerships, individual entrepreneurs as well as Italian resident public and privateentities, other than companies, holding Class A Notes in connection with entrepreneurial activities orpermanent establishments in Italy of non-resident corporations to which the Class A Notes are

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effectively connected, are included in the taxable base for the purposes of: (i) corporate income tax(imposta sul reddito delle società, "IRES") ; or (ii) individual income tax (imposta sul reddito dellepersone fisiche, "IRPEF") plus local surtaxes, if applicable; under certain circumstances, such interestis included in the taxable basis of the regional tax on productive activities (imposta regionale sulleattività produttive, "IRAP").

Where the holder of the Class A Notes is an Italian resident investment fund subject to the tax regimeprovided by Law No. 77 of 23 March 1983 (“Fund”), interest payments relating to the Class A Notesare not subject to imposta sostitutiva. but must be included in the management results of the Fundaccrued at the end of each tax period. The Fund will not be subject to taxation on such result, but asubstitutive tax, up to 20 per cent., will apply, in certain circumstances, to distributions made in favourof unitholders or shareholders.

Starting from 1 January 2001, Italian resident pension funds are subject to an 11 per cent annualsubstitute tax (the "Pension Fund Tax") on the increase in value of the managed assets accrued at theend of each tax year.

Any positive difference between the nominal redeemable amount of the Class A Notes and their issueprice is deemed to be interest for capital income (redditi di capitale) tax purposes. In general terms,income from capital is treated as a separate classification of tax liability only for tax-payers who arenot engaged in entrepreneurial activities.

2. CAPITAL GAINS

Any capital gain realised upon the sale for consideration or redemption of Class A Notes would betreated for the purpose of corporate income tax and of individual income tax as part of the taxablebusiness income of Noteholders (and, in certain cases, depending on the status of the Noteholders,may also be included in the taxable basis of IRAP), and therefore subject to tax in Italy according tothe relevant tax provisions, if derived by Noteholders who are:

(a) Italian resident corporations;

(b) Italian resident commercial partnerships;

(c) permanent establishments in Italy of foreign corporations to which the Class A Notes areeffectively connected; or

(d) Italian resident individuals carrying out a commercial activity, as to any capital gains realisedwithin the scope of their commercial activity.

Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gain realised by Italianresident individuals holding Class A Notes not in connection with an entrepreneurial activity and bycertain other persons upon the sale for consideration or redemption of the Class A Notes would besubject to an imposta sostitutiva at the rate of 20 per cent. Under the tax declaration regime, which isthe standard regime for taxation of capital gains realised by Italian resident individuals not engaged inan entrepreneurial activity, imposta sostitutiva on capital gains will be chargeable, on a cumulativebasis, on all capital gains, net of any incurred capital loss, realised by Italian resident individualnoteholders holding Class A Notes not in connection with an entrepreneurial activity pursuant to alldisposals on Class A Notes carried out during any given fiscal year. These individuals must report theoverall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual taxdeclaration to be filed with the Italian tax authority for such year and pay imposta sostitutiva on suchgains together with any balance income tax due for such year. Capital losses in excess of capital gainsmay be carried forward against capital gains realised in any of the four succeeding tax years. Specificprovisions have been stated by Decree 138/2011 with reference to capital losses realized beforeJanuary 1, 2012 to be carried forward against capital gains realized after January 1, 2012.

As an alternative to the tax declaration regime, Italian resident individual noteholders holding Class ANotes not in connection with an entrepreneurial activity may elect to pay imposta sostitutivaseparately on the capital gains realised upon each sale or redemption of the Class A Notes (the"Risparmio Amministrato" regime). Such separate taxation of capital gains is permitted subject to: (i)

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the Class A Notes being deposited with Italian banks, società di intermediazione mobiliare (SIM) orcertain authorised financial intermediaries; and (ii) an express election for the RisparmioAmministrato regime being timely made in writing by the relevant Noteholder. The financialintermediary, on the basis of the information provided by the taxpayer, accounts for impostasostitutiva in respect of capital gains realised on each sale or redemption of Class A Notes (as well asin respect of capital gains realised at revocation of its mandate), net of any incurred capital loss, and isrequired to pay the relevant amount to the Italian tax authority on behalf of the taxpayer, deducting acorresponding amount from proceeds to be credited to the Noteholder. Under the RisparmioAmministrato regime, where a sale or redemption of Class A Notes results in a capital loss, such lossmay be deducted from capital gains subsequently realised in the same tax year or in the following taxyears up to the fourth. Specific provisions have been stated by Decree 138/2011 with reference tocapital losses realized before January 1, 2012 to be carried forward against capital gains realized afterJanuary 1, 2012. Under the Risparmio Amministrato regime, the Noteholder is not required to reportcapital gains in its annual tax declaration.

Any capital gains realised by Italian resident individuals holding Class A Notes not in connection withan entrepreneurial activity who have elected for the Asset Management Option will be included in thecomputation of the annual increase in net value of the managed assets accrued, even if not realised, atyear end, subject to the Asset Management Tax to be applied on behalf of the taxpayer by themanaging authorised intermediary. Under the Asset Management Option, any depreciation of themanaged assets accrued at year end may be carried forward against an increase in the net value of themanaged assets accrued in any of the four succeeding tax years. Under the Asset Management Option,the Noteholder is not required to report capital gains realised in its annual tax declaration.

Any capital gains realised by a Class A Noteholder which is a Fund (as defined above) will beincluded in the results of the relevant portfolio accrued at the end of the tax period. The Fund will notbe subject to taxation on such result, but a substitutive tax, up to 20 per cent., will apply, in certaincircumstances, to distributions made in favour of unitholders or shareholders.

Any capital gains realised by Noteholders who are Italian resident pension funds will be included inthe computation of the taxable basis of Pension Fund Tax.

The 20 per cent. imposta sostitutiva may in certain circumstances be payable on capital gains realisedupon sale for consideration or redemption of Class A Notes by non Italian resident persons or entitieswithout a permanent establishment in Italy to which the Class A Notes are effectively connected, if theClass A Notes are held in Italy.

However, pursuant to Article 23 of Presidential Decree of 22 December 1986, No. 917, any capitalgains realised, by non-Italian residents without a permanent establishment in Italy to which the ClassA Notes are effectively connected, through the sale for consideration or redemption of Class A Notesare exempt from taxation in Italy to the extent that the Class A Notes are listed on a regulated marketin Italy or abroad and in certain cases subject to filing of required documentation, even if the Class ANotes are held in Italy. The exemption applies provided that the non Italian investor promptly file withthe authorized financial intermediary an appropriate affidavit (autodichiarazione) stating that theinvestor is not resident in Italy for tax purposes.

In case the Class A Notes are not listed on a regulated market in Italy or abroad:

(1) non Italian resident beneficial owners of the Class A Notes with no permanent establishment inItaly to which the Class A Notes are effectively connected are exempt from imposta sostitutivain the Republic of Italy on any capital gains realised upon sale for consideration or redemptionof the Class A Notes if they are resident, for tax purposes, in a country which allows anadequate exchange of information with Italy, which are those countries listed in a ministerialdecree to be issued under article 168-bis of Presidential Decree No. 917 of December 22, 1986and, until the year of enactment of the new decree, in the ministerial decree of 4 September1996, as amended from time to time, or, in the case of qualifying institutional investors notsubject to tax, they are established in such a country (see Article 5, paragraph letter a) of ItalianLegislative Decree No. 461 of 21 November 1997); in this case, if non Italian residents without

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a permanent establishment in Italy to which the Class A Notes are effectively connected haveopted for the Risparmio Amministrato regime or the Asset Management Option, exemptionfrom Italian capital gains tax will apply upon condition that they file in due course with theauthorised financial intermediary an appropriate self-declaration (autocertificazione) statingthat they meet the requirements indicated above; and

(2) in any event, non Italian resident persons or entities without a permanent establishment in Italyto which the Class A Notes are effectively connected that may benefit from a double taxationtreaty with the Republic of Italy, providing that capital gains realised upon the sale orredemption of the Class A Notes are to be taxed only in the country of tax residence of therecipient, will not be subject to imposta sostitutiva in the Republic of Italy on any capital gainsrealised upon sale for consideration or redemption of Class A Notes; in this case, if non Italianresidents without a permanent establishment in Italy to which the Class A Notes are effectivelyconnected have opted for the Risparmio Amministrato regime or the Asset ManagementOption, exemption from Italian capital gains tax will apply upon the condition that they file indue course with the authorised financial intermediary appropriate documents which include,inter alia, a statement issued by the competent tax authorities of the country of residence of thenon Italian residents.

3. ANTI - ABUSE PROVISIONS AND GENERAL ABUSE OF LAW DOCTRINE

As confirmed by the Italian Supreme Court (Corte di Cassazione), amongst all, in sentence No. 30055of 23 December 2008, the Italian general anti-abuse provision of Article 37bis of Presidential DecreeNo. 600 of 29 September 1973, the European Court of Justice doctrine of the "abuse of law" (alsoreferred to as "abuse of rights") and previous Supreme Court case law on the voidance of contractssimulated or entered into for a cause contrary to the law, can be used, jointly or alternatively, by theItalian Tax Authority to deny the Italian tax benefits or preferential regime possibly associated withthe adoption of a given contractual or transactional structure, subject to the demonstration that suchcontract or transaction has been implemented essentially for the purpose of obtaining the associatedItalian tax benefit or preferential regime. Consequently, it is not possible to exclude, if the partiesinvolved are not able to demonstrate that this securitisation transaction has been implemented notessentially for the purpose of obtaining a tax saving or reduction and that there are alternative orconcurring financial motivation that are not of a merely marginal or theoretical character, that the taxregime of the securitisation as herein outlined is disallowed by the Italian Tax Authority, therebypossibly causing, amongst other, the recharacterisation of the Notes as shares-like securities or in anycase securities not having the legal nature of a bond.

4. INHERITANCE AND GIFT TAXES

Italian inheritance and gift taxes were first abolished by Law No. 383 of 18 October, 2001 in respectof gifts made or succession proceedings started after 25 October, 2001 and then reintroduced by LawDecree No. 262 of 3 October 2006, converted with amendments into Law No. 286 of 24 November2006, entered into force on 29 November 2006 and further modified by Law No. 296 of 27 December2006, effective as of 1 January 2007.

Further to the above amendments to the legislation in force, the transfer by inheritance of the Notes iscurrently subject to inheritance tax at the following rates:

(i) when the beneficiary is the spouse or a relative in direct lineage, the value of the Notestransferred to each beneficiary exceeding Euro 1,000,000 is subject to a 4 per cent. rate;

(ii) when the beneficiary is a brother or sister, the value of the Notes exceeding Euro 100,000 foreach beneficiary is subject to a 6 per cent. rate;

(iii) when the beneficiary is a relative within the fourth degree or is a relative-in-law in direct andcollateral lineage within the third degree, the value of the Notes transferred to each beneficiaryis subject to a 6 per cent. rate;

(iv) in any other case, the value of the Notes transferred to each beneficiary is subject to an 8 percent. rate.

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The transfer of the Notes by donation is subject to gift tax at the same rates as in case of inheritance.

5. EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On June 3, 2003, the European Council of Economics and Finance Ministers adopted a Directive onthe taxation of savings income under which Member States are required starting from July 1, 2005, toprovide to the tax authorities of another Member State the details of payments of interest (or similarincome) paid by a person within its jurisdiction, qualifying as paying agent under the Directive, to anindividual resident in that other Member State, except that, for a transitional period, Luxembourg andAustria are required (unless during that period they elect otherwise) to operate a withholding systemin relation to such payments (the ending of such transitional period being dependent upon theconclusion of certain other agreements relating to information exchange with certain Third Countries).Luxembourg and Austria may however elect to introduce automatic exchange of information duringthe transitional period, in which case they will no longer apply the withholding tax.

The Council Directive was implemented in Italy by Legislative Decree No. 84 of 18 April 2005.Pursuant to said decree Italian paying agents (e.g., banks, SIMs, SGRs., financial companies andfiduciary companies resident in Italy for tax purposes, permanent establishments in Italy of non-resident persons as well as any other person resident in Italy for tax purposes paying interest forprofessional or commercial reasons) are required to report to the Italian tax authorities details ofinterest payments made from 1 July 2005 to individuals which qualify as beneficial owners thereofand are resident for tax purposes in another EU Member State. Such information must be transmittedby the Italian tax authorities to the competent authorities of the State of residence of the beneficialowner of the interest payment by 30th June of the fiscal year following the fiscal year in which saidinterest payment is made.

Prospective investors resident in a Member State of the European Union should consult their ownlegal or tax advisers regarding the consequences of the Directive in their particular circumstances.

6. TAX MONITORING

Pursuant to Law Decree No. 167 of 28 June, 1990, converted by Law No. 227 of 4 August, 1990, asamended, individuals resident in Italy who, at the end of the fiscal year, hold investments abroad orhave financial activities abroad must, in certain circumstances, disclose the aforesaid and relatedtransactions to the Italian tax authorities in their income tax return (or, in case the income tax return isnot due, in a proper form that must be filed within the same time as prescribed for the income taxreturn). Such obligation is not provided if, inter alia, each of the overall value of the foreigninvestments or financial activities held at the end of the fiscal year, and the overall value of the relatedtransfers carried out during the relevant fiscal year, does not exceed Euro 10,000.

7. STAMP DUTY

Article 13, paragraph 2-ter, of the First Part of the Tariff attached to Presidential Decree No. 642 of 26October 1972 ("Stamp Duty Law"), as amended by Law Decree No. 201 of 6 December 2011,converted into Law No. 214 of 22 December 2011, introduced a stamp duty on the value of thefinancial products and/or financial instruments included in the statement sent to the clientele as of 1January 2012 ("Statement Duty"). The statement is deemed to be sent to the clientele once a year,irrespective of any legal or contractual obligation to do so. The Statement Duty is levied at the rate of0.1 per cent in 2012 (but in any case not exceeding € 1,200.00) and 0.15 percent in 2013 and in any ofthe following years. According to a literal interpretation of the amended Article 13, the StatementDuty seems to be applicable to the value of the Notes included in any statement sent to the clientele,as the Notes are to be characterized for tax purposes as "financial instruments". The relevant taxablebasis shall be determined as of the sending of each periodic statement and, therefore, shall beliquidated taking into account the period of the relevant statement.

The stamp duty must be levied on:

(i) whoever executes or takes advantage (in Italian known as the “caso d'uso”) of the documentincluded in the Tariff, as the main obligors (obbligati in via principale);

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(ii) whoever signs, receives, accepts or negotiates the document included in the Tariff, if thestamp duty has not already been properly paid, as the joint obligors (obbligati in via solidale).

The Italian Ministerial Decree dated May 24, 2012 stated that the Stamp Duty has to be applied by thefinancial intermediary which has the relationship with the clientele and qualified it as an “entegestore” (managing entity). Such “ente gestore”, according to the law, is the financial intermediarythat has direct or indirect contact with the clientele for the purposes of periodical reports relating tothe relationship in place and the statement made in any form.

The Issuer seems not to fall within the list of the obligors, as set forth in the Stamp Duty Law, neitherin the definition of “ente gestore”. However, the lack of an interpretation by the Italian Tax Authoritywith respect to securitization transactions and the broad scope of the Statement Duty could lead theItalian Tax Authority to a different interpretation and may induce the Authority to include the Issueramong the obligors.

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SUBSCRIPTION AND SALE

Pursuant to the Notes Subscription Agreement entered into prior to the Issue Date between the Issuer,the Originators and the Representative of the Noteholders, each Originator shall subscribe and pay theIssuer for the Notes at the issue price of 100% of their principal amount and shall appoint theRepresentative of the Noteholders to act as the representative of the Noteholders.

The Notes Subscription Agreement will be subject to a number of conditions and may be terminatedin certain circumstances prior to the payment of the Issue Price to the Issuer.

UNITED STATES OF AMERICA

The Notes have not been and will not be registered under the United States Securities Act of 1933, asamended (the "Securities Act") or the securities laws of any state or other jurisdiction of the UnitedStates and may not be offered or sold within the United States, or to, or for the account or benefit of,U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable state securities laws. The terms used in thisparagraph have the meanings given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of this offering, an offer or sale of the Notes withinthe United States by a dealer (whether or not participating in this offering) may violate the registrationrequirements of the Securities Act.

REPUBLIC OF ITALY

Each of the Issuer and the Originators under the Notes Subscription Agreement, has acknowledgedthat no action has or will be taken by it, its affiliates or any other person acting on its behalf whichwould allow an offering (or an "offerta al pubblico di prodotti finanziari") of the Notes to the publicin the Republic of Italy unless in compliance with the relevant Italian securities, tax and otherapplicable laws and regulations. Individual sales of the Notes to any Persons in the Republic of Italymay only be made in accordance with Italian securities, tax and other applicable laws and regulations.

Each of the Issuer and the Originators under the Notes Subscription Agreement, has acknowledgedthat no application has been made by it to obtain an authorisation from CONSOB for the publicoffering of the Notes in the Republic of Italy.

Accordingly, each of the Issuer and the Originators, has represented and agreed that it has not offered,sold or delivered, and will not offer, sell or deliver, and has not distributed and will not distribute andhas not made and will not make available in the Republic of Italy the Notes, this Offering Circular norany other offering material relating to Notes other than to qualified investors ("investitori qualificati"),as defined on the basis of the Directive 2003/71/EC (Directive of the European Parliament and of theCouncil of 4 November 2003 on the prospectus to be published when securities are offered to thepublic or admitted to trading), as amended by 2010 PD Amending Directive (as defined below),pursuant to article 100, paragraph 1, letter (a), of Italian legislative decree No. 58 of 24 February 1998(the "Consolidated Financial Act") or in other circumstances where an express exemption fromcompliance with the restrictions to the offerings to the public applies, as provided under theConsolidated Financial Act or by art. 34-ter of CONSOB regulation No. 11971/1999, and inaccordance with applicable Italian laws and regulations. In any case the Class B Notes may not beoffered to individuals or entities not being qualified investors in accordance with the SecuritisationLaw. Additionally the Class B Notes may not be offered to any investor qualifying as "cliente aldettaglio" pursuant to CONSOB regulation No. 16190 of 29 October 2007.

Any offer, sale or delivery of the Notes in the Republic of Italy shall be made only by banks,investment firms or financial companies permitted to conduct such activities in Italy in accordancewith Legislative Decree No. 385 of 1 September 1993, as amended, the Consolidated Financial Act,CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws and regulationsand in compliance with any other applicable notification requirement or limitation which may beimposed by CONSOB or the Bank of Italy.

In connection with the subsequent distribution of the Notes in the Republic of Italy, article 100-bis of

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the Consolidated Financial Act requires to comply also on the secondary market with the publicoffering rules and disclosure requirements set forth under the Consolidated Financial Act and relevantCONSOB implementing regulations, unless the above subsequent distribution is exempted from thoserules and requirements according to the Consolidated Financial Act and relevant CONSOBimplementing regulations.

FRANCE

This Prospectus has not been prepared in the context of a public offering in France within the meaningof article L.411-1 of the Code monétaire et financier and Title I of Book II of the Règlement Généralof the Autorité des marchés financiers (the "AMF") and therefore has not been approved by, orregistered or filed with the AMF. Consequently, neither this Prospectus nor any other offering materialrelating to the Notes has been and will be released, issued or distributed or caused to be released,issued or distributed to the public in France or used in connection with any offer for subscription orsale of notes to the public in France.

It has also been represented and agreed in connection with the initial distribution of the Notes that:

- there has been and there will be no offer or sale, directly or indirectly, of the Notes to the publicin the Republic of France (an appel public à l'épargne as defined in article L. 411-1 of theFrench Code monétaire et financier);

- offers and sales of Notes in the Republic of France will be made in compliance with applicablelaws and regulations and only to (i) qualified investors (investisseurs qualifiés) as defined inarticles L. 411-2 and D. 411-1 to D. 411-3 of the French Code monétaire et financier; or (ii) arestricted circle of investors (cercle restreint d'investisseurs) as defined in article L. 411-2acting for their own account; or (iii) providers of investment services relating to portfoliomanagement for the account of third parties as mentioned in article L. 411-2 of the Codemonétaire et financier (together the "Investors").

Offers and sales of the Notes in the Republic of France will be made on the condition that (i) thisProspectus shall not be circulated or reproduced (in whole or in part) by the Investors and (ii) theInvestors undertake not to transfer the Notes, directly or indirectly, to the public in France, other thanin compliance with applicable laws and regulations pertaining to a public offering (and in particulararticles L.411-1, L.411-2, L.412-1 and L.621-8 of the Code monétaire et financier).

UNITED KINGDOM

It has been represented and agreed under the Notes Subscription Agreement, that:

(i) financial promotion: any invitation or inducement to engage in investment activity (within themeaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"))received by it in connection with the issue or sale of such Notes has only been communicatedor caused to be communicated and will only be communicated or caused to be communicatedin circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(ii) general compliance: there has been and there will be compliance with all applicableprovisions of the FSMA with respect to anything done by it in relation to such Notes in, fromor otherwise involving the United Kingdom.

CAPITAL REQUIREMENTS DIRECTIVE

Each Originator has undertaken to the Issuer and the Noteholders for the benefit of each subsequentfinancial institution investing in one or more Notes, that it will (i) retain, on an ongoing basis, amaterial net economic interest of not less than 5% in the Securitisation (calculated for each Originatorwith respect to the Claims comprised in the relevant Portfolios which have been transferred to theIssuer) referred to in Article 122a(1)(d) of Directives 2006/48/EC and 2006/49/EC, as amended byDirective 2009/111/EC as the same may be amended from time to time (which does not take intoaccount any implementing rules of such Directives) (hereinafter the "Capital RequirementsDirective" or the "CRD"), and (ii)(a) comply with the requirements from time to time applicable to

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originators set forth in Article 122a of the Capital Requirements Directive and (b) provide (or cause tobe provided) all information to Noteholders that is required to enable Noteholders to comply withArticle 122a of the Capital Requirements Directive.

As at the Issue Date, such retention requirement will be satisfied by the Originators holding the firstloss tranche as required by Article 122a (comprising the Class B Notes). Any change to the manner inwhich such interest is held will be notified to the Noteholders in accordance with the Conditions.

GENERAL RESTRICTIONS

The Issuer and the Noteholders (including the Originators as initial holders of the Notes) shall complywith all applicable laws and regulations in each jurisdiction in or which it may offer or sell Notes.Furthermore, there will not be, directly or indirectly, offer, sell or deliver of any Notes or distributionor publication of any prospectus, form of application, prospectus (including this Prospectus),advertisement or other offering material in or from any country or jurisdiction except undercircumstances that will result in compliance with any applicable laws and regulations. Unlessotherwise herein provided, no action will be taken to obtain permission for public offering of theNotes in any country where action would be required for such purpose.

EEA STANDARD SELLING RESTRICTION

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a "Relevant Member State"), with effect from and including the date onwhich the Prospectus Directive is implemented in that Relevant Member State (the "RelevantImplementation Date"), there has not been and there will not be an offer of the Notes to the public inthat Relevant Member State other than on the basis of an approved prospectus in conformity with theProspectus Directive or:

1. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

2. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision ofthe 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investorsas defined in the Prospectus Directive), as permitted under the Prospectus Directive; or

3. in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to anyNotes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investorto decide to purchase or subscribe the Notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State, the expression "ProspectusDirective" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD AmendingDirective, to the extent implemented in the Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression "2010 PD AmendingDirective" means Directive 2010/73/EU.

Any purchase, sale, offer and delivery of all or part of the Notes shall be made in compliance withArticle 122a of the Capital Requirements Directive.

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GENERAL INFORMATION

1. The Issuer is not involved in any legal, governmental or arbitration proceedings which mayhave, or have had, since the date of its incorporation, a significant effect on its financialposition nor is the Issuer aware of any such proceedings that are pending or threatened.

2. Since the date of its incorporation, the Issuer has not entered into any agreement or effectedany transaction other than those related to the purchase of the Portfolios. The execution by theIssuer of the Transaction Documents and the issue of the Notes were authorised by aresolution of the quotaholder's meeting which took place on 31 May 2012. The Issuer hasobtained all necessary consents, approvals and authorisations in connection with the issue andperformance of the Notes.

3. The principal source of funds available to the Issuer for the payment of interest and therepayment of principal on the Notes will be collections made in respect of the Claimsthereunder.

4. Save as disclosed in this Prospectus, after the issue of the Notes the Issuer will have nooutstanding loan capital, borrowings, indebtedness or contingent liabilities, nor has the Issuercreated any mortgages or charges or given any guarantees.

5. The Issuer will produce, and will make available at its registered office, proper accounts(ordinata contabilità interna) and audited (to the extent required) financial statements inrespect of each financial year (commencing on 1 January and ending on 31 December, thenext such accounts to be prepared being those in respect of the financial year ending on 2012)but will not produce interim or consolidated financial statements.

6. Reconta Ernst & Young S.p.A. audited the items included in the financial information of BCCSME Finance 1 S.r.l. as at 31 December 2010 and 31 December 2011. The financialinformation as at 31 December 2010 and 31 December 2011 of the Issuer together with theindependent auditors' report are included in section "The Issuer" in this Prospectus. Thepreparation of the Issuer's financial statements in compliance with the Italian regulationsgoverning financial statements is the responsibility of BCC SME Finance 1 S.r.l.’s soledirector. The independent auditors' responsibility is to express an opinion on these financialstatements based on their audits. The financial statements have been prepared for the purposeof their inclusion in this Offering Circular prepared by BCC SME Finance 1 S.r.l. for the issueof certain floating rate notes due May 2060. The independent auditors' report is not issuedpursuant to the provisions of the Italian law, as BCC SME Finance 1 S.r.l. for the years ended31 December 2010 and 2011 was not required to the statutory audit, pursuant to art. 2477 ofthe Italian Civil Code.

7. So long as any of the Class A Notes remain listed on the Irish Stock Exchange, copies of theIssuer's annual audited non-consolidated financial statements shall be made available free ofcharge at the registered office of the Irish Listing Agent.

8. The net proceeds arising from the issue of the Class A Notes amount to Euro 1,533,000,000.The Issuer estimates that its aggregate ongoing expenses in connection with the Securitisation(excluding (i) any fees and expenses in relation to the Servicers, and (ii) any eventualindemnities due by the Issuer in connection with the Securitisation) will be equal to Euro270,000 (exclusive of any value added tax) per annum.

9. The expenses for admission to trading of the Class A Notes is equal to Euro 5,041,20.

10. The Notes have been accepted for clearance through Monte Titoli, Clearstream, Luxembourgand Euroclear.

11. The Issuer is not involved in any legal, governmental or arbitration proceedings (includingany proceedings which are pending or threatened of which the Issuer is aware) which mayhave or have had, since the date of its incorporation, a significant effect on the financial

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position of the Issuer.

12. The Notes have been attributed the following ISIN numbers and the Class A Notes have beenattribuited the following Common Code:

ISIN CODE COMMON CODE

Class A IT0004846116 081765987

Class B1 IT0004846124

Class B2 IT0004846140

Class B3 IT0004846157

Class B4 IT0004846165

Class B5 IT0004846181

Class B6 IT0004846207

Class B7 IT0004846215

Class B8 IT0004846256

Class B9 IT0004846272

Class B10 IT0004846280

Class B11 IT0004846298

Class B12 IT0004846306

Class B13 IT0004846330

Class B14 IT0004846348

Class B15 IT0004846355

Class B16 IT0004846363

Class B17 IT0004846371

Class B18 IT0004846389

Class B19 IT0004846413

Class B20 IT0004846421

Class B21 IT0004846439

Class B22 IT0004846447

Class B23 IT0004846454

Class B24 IT0004846462

Class B25 IT0004846470

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Class B26 IT0004846223

Class B27 IT0004846397

Class B28 IT0004846058

13. Copies of the following documents in electronic form may be inspected during usual officehours on any weekday at the registered office of the Issuer, the Representative of theNoteholders and at the Specified Office of the Irish Listing Agent, at any time after the IssueDate and so long as any of the Notes remain listed on the Irish Stock Exchange::

(a) the Statuto and Atto Costitutivo of the Issuer;

(b) the Transfer Agreements;

(c) the Warranty and Indemnity Agreement;

(d) the Cash Administration and Agency Agreement;

(e) the Notes Subscription Agreement;

(f) the Back-up Servicing Agreement;

(g) the Swap Agreement;

(h) the Servicing Agreement;

(i) the Intercreditor Agreement;

(j) the Deed of Pledge;

(k) the English Deed of Charge;

(l) the Swap Guarantee Security Agreement;

(m) the Corporate Services Agreement;

(n) the Stichting Corporate Services Agreement;

(o) the Quotaholder's Agreement;

(p) the Limited Recourse Loan Agreement;

(q) balance sheet and all financial information;

(r) income statement; and

(s) the accounting policies and explanatory notes.

14. This Prospectus will be available in electronic form to the public during usual business hoursat the Specified Offices of the Irish Listing Agent and the Representative of the Noteholdersat any time after the Issue Date so long as any of the Class A Notes remain listed on the IrishStock Exchange, and will be published on the Central Bank's website.

15. The websites referred to in this Prospectus and the information contained in such web-sites donot form part of this Prospectus. Neither the Issuer nor any of the parties listed under thisprospectus take responsibility for the further information available in the websites referred toin this Prospectus.

16. Post issuance reporting. Under the terms of the Cash Administration and AgencyAgreement, the Computation Agent shall submit the Representative of the Noteholders, thePrincipal Paying Agent, the Italian Paying Agent, the Rating Agencies, the Servicers, and theIrish Listing Agent not later than 15 Business Days after each Payment Date, an investors'report providing information on the performance of the Portfolios. This six-monthly reportwill describe the trend of the Portfolios in terms of default, delinquency and prepayments andupdate the expected average life and expected maturity date of each Class of Notes. Each

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Investors Report will be made available to the Noteholders and certain other persons on asemi-annual basis via the Computation Agent's internet website currently located athttps://tss.sfs.db.com/investpublic. The Computation Agent's website does not form part ofthe information provided for the purposes of this Offering Circular. The first investors' reportshall be available within 15 Business Days after the First Payment Date.

17. Save as disclosed in this document, there has been no material adverse change in the financialposition, trading and prospects of the Issuer since the 31 December 2011 being the date of thelatest financial statements approved by the Issuer.

18. The Issuer has elected Ireland as Home Member State for the purpose of Directive2004/109/EC of the European Parliament and of the Council of 15 December 2004 (the"Transparency Directive").

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THE ISSUER

BCC SME Finance 1 S.r.l.

Largo Chigi, 5 – 00187 Roma, Italy

ORIGINATORS, SERVICERS AND LIMITED RECOURSE LOAN PROVIDERS

Cassa Rurale Bassa Vallagarina Banca di CreditoCooperativo soc. coop.

Via Gianfrancesco Malfatti 238061 Ala (TN) (Italy)

Cassa Rurale di Aldeno e Cadine Banca di CreditoCooperativo soc. coop.

Via Roma 138060 Aldeno (TN) (Italy)

Cassa Rurale Alto Garda Banca di Credito Cooperativosoc. coop.

Viale delle Magnolie 138062 Arco (TN) (Italy)

Cassa Rurale Adamello – Brenta Banca di CreditoCooperativo soc. coop.

Via III Novembre 2038079 Tione di Trento (TN) (Italy)

Cassa Rurale Giudicarie Valsabbia Paganella Banca diCredito Cooperativo soc. coop.Via T. C. Marini 33 - Fraz. Darzo

38080 Storo (TN) (Italy)

Cassa Rurale di Bolzano – Raiffeisenkasse Bozen soc. coop.Via De Lai 2

39100 Bolzano (BZ) (Italy)

Cassa Rurale Lavis Valle di Cembra Banca di CreditoCooperativo soc. coop.

Via Rosmini 6138015 Lavis (TN) (Italy)

Cassa Rurale della Valle dei Laghi Banca di CreditoCooperativo soc. coop.

Via Nazionale 738070 Padergnone (TN) (Italy)

Cassa Rurale Val di Fassa e Agordino Banca di CreditoCooperativo soc. coop.

Piaz de Sotegrava 138035 Moena (TN) (Italy)

Cassa Rurale Alta Valdisole e Pejo Banca di CreditoCooperativo soc. coop.

Via IV Novembre 5638020 Mezzana (TN) (Italy)

Cassa Rurale di Pergine Banca di Credito Cooperativosoc. coop.

Piazza Gavazzi 538057 Pergine Valsugana (TN) (Italy)

Cassa Rurale di Rovereto Banca di Credito Cooperativo soc.coop.

Via Manzoni 138068 Rovereto (TN) (Italy)

Cassa Rurale di Tuenno Val di Non Banca di CreditoCooperativo soc. coop.Piazza Liberazione 20

38023 Cles (TN) (Italy)

Cassa Rurale di Trento Banca di Credito Cooperativo soc.coop.

Via Belenzani 638122 Trento (TN) (Italy)

Banca di Romano e Santa Caterina Credito Cooperativo(VI) soc. coop.

Via Gaetano Giardino 3 - Fraz. San Giacomo36060 Romano d’Ezzelino (VI) (Italy)

Banca di Caraglio del Cuneese e della Riviera dei FioriCredito Cooperativo soc. coop.

Via Roma 13012023 Caraglio (CN)

Banca di Credito Cooperativo di Cherasco soc. coop.Via Bra 15 - Fraz. Roreto

12062 Cherasco (CN) (Italy)

Banca di Credito Cooperativo di Gatteo soc. coop.Via della Cooperazione 1047043 Gatteo (FC)(Italy)

Banca Alto Vicentino Credito Cooperativo Schio soc.coop.

Via Pista dei Veneti 1436015 Schio (VI) (Italy)

Banca di Credito Cooperativo di Pianfei e Rocca de’Baldi soc. coop.Via Villanova 23

12080 Pianfei (CN) (Italy)

Banca San Giorgio e Valle Agno Credito Cooperativo diFara Vicentino soc. coop.

Via Perlena 78 - Fraz. San Giorgio36030 Fara Vincentino (VI) (Italy)

Banca Santo Stefano Credito Cooperativo Martellago

Banca di Credito Cooperativo di Alba Langhe e Roero soc.coop.

Piazza Cavour 412051 Alba (CN) (Italy)

Banca di Cavola e Sassuolo Credito Cooperativo soc. coop.Via Verdi 1 - Fraz. di Cavola di Toano

42010 Toano (RE) (Italy)

Centromarca Banca Credito Cooperativo soc. coop.Via Dante Alighieri 2

31022 Preganziol (TV) (Italy)

Banca di Credito Cooperativo di Sala di Cesenatico soc. coop.Via Campone 409 - Fraz. Sala47042 Cesenatico (FC) (Italy)

Banca San Biagio del Veneto Orientale di Cesarolo, Fossalta diPortogruaro e Pertegada Banca di Credito Cooperativo soc.

coop.Viale Venezia 1

30025 Fossalta di Portogruaro (VE) (Italy)

MEDIOCREDITO TRENTINO-ALTO ADIGE S.p.A. –

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Venezia soc. coop.Piazza Vittoria 11

30030 Martellago (VE) (Italy)

INVESTITIONBANK TRENTINO-SÜDITROL A.G.Via Paradisi 1

38122 Trento (TN) (Italy)

ARRANGER, BACK-UP SERVICER and OPERATING BANKCassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.

Via Segantini, 538100 Trento

(Italy)

REPRESENTATIVE OF THE NOTEHOLDERSDeutsche Trustee Company Limited

Winchester House, 1 Great Winchester StreetEC2N 2DB London (United Kingdom)

ENGLISH TRANSACTION BANK, AGENT BANK, CASH MANAGER and PRINCIPAL PAYING AGENTDeutsche Bank AG London Branch

Winchester House - 1 Great Winchester StreetEC2N 2DB London (United Kingdom)

CORPORATE SERVICERFIS Full Integrated Solutions S.p.A.

Via della Moscova, 320121 Milano (Italy)

TRANSACTION BANK, COMPUTATION AGENT andITALIAN PAYING AGENT

Deutsche Bank S.p.A.Piazza del Calendario, 3

20126 Milano, (Italy)

STICHTING CORPORATE SERVICES PROVIDERWilmington Trust SP Services (London) Ltd

5th Floor 6 Broad Street PlaceLondon, EC2M 7JH (United Kingdom)

IRISH LISTING AGENTDeutsche Bank Luxembourg S.A.

2, Boulevard Konrad Adenauer, L-1115 Luxembourg

BACK-UP SERVICER FACILITATORFIS Full Integrated Solutions S.p.A.

Via della Moscova, 320121 Milano (Italy)

THE QUOTAHOLDERStichting Elegance

Claude Debussylaan 241082 MD Amsterdam

The NetherlandsLEGAL ADVISORS

TO THE ARRANGER AS TO ITALIAN LAWOrrick, Herrington & Sutcliffe

Piazza della Croce Rossa 200161 Rome (Italy)

TO THE ARRANGER AS TO ENGLISH LAWOrrick, Herrington & Sutcliffe (Europe) LLP

107 Cheapside, London, EC2V 6DNDX: 557 London/City (United Kingdom)

THE AUDITORS TO THE ISSUERRECONTA Ernst & Young

via Po, 3200198 Roma (Italy)