OHS EUROPE:420072077.11

Cassa Centrale Finance 3 S.r.l.(incorporated with limited liability under the laws of the Republic of Italy)

€ 368,500,000 Class A Asset Backed Floating Rate Notes due October 2049Issue Price: 100 per cent

€ 56,786,884 Class B Asset Backed Floating Rate Notes due October 2049Issue Price: 100 per cent

This Prospectus contains information relating to the issue by Cassa Centrale Finance 3 S.r.l. (the "Issuer") of the € 368,500,000 Class AAsset Backed Floating Rate Notes due October 2049 (the "Class A Notes"). In connection with the issue of the Class A Notes, the Issuer will issue 14 series of junior notes for an aggregate amount of € 56,786,884divided as follows: € 23,320,896 Class B1 Asset Backed Floating Rate Notes due October 2049 (the "Class B1 Notes"), € 8,277,171 Class B2 Asset Backed Floating Rate Notes due October 2049 (the "Class B2 Notes"), € 3,496,607 Class B3 Asset Backed Floating Rate Notes due October 2049 (the "Class B3 Notes"), € 3,150,604 Class B4 Asset Backed Floating Rate Notes due October 2049 (the "Class B4 Notes"), € 3,073,502 Class B5 Asset Backed Floating Rate Notes due October 2049 (the "Class B5 Notes"), € 2,615,599 Class B6 Asset Backed Floating Rate Notes due October 2049 (the "Class B6 Notes"), € 2,760,642 Class B7 Asset Backed Floating Rate Notes due October 2049 (the "Class B7 Notes"), 2,055,178 Class B8 Asset Backed Floating Rate Notes due October 2049 (the "Class B8 Notes"), € 1,578,761 Class B9 Asset Backed Floating Rate Notes due October 2049 (the "Class B9 Notes"), € 1,775,632 Class B10 Asset Backed Floating Rate Notes due October 2049 (the "Class B10 Notes"), € 1,536,312 Class B11 Asset Backed Floating Rate Notes due October 2049 (the "Class B11 Notes"), € 1,267,625 Class B12 Asset Backed Floating Rate Notes due October 2049 (the "Class B12 Notes"), € 746,171 Class B13 Asset Backed Floating Rate Notes due October 2049 (the "Class B13 Notes"), € 1,132,184 Class B14 Asset Backed Floating Rate Notes due October 2049 (the "Class B14 Notes" and, together with the Class B1 Notes, the Class B2 Notes, the Class B3 Notes, the Class B4 Notes, the Class B5 Notes, the Class B6 Notes, the Class B7 Notes, the Class B8 Notes, the Class B9 Notes, the Class B10 Notes, the Class B11 Notes, the Class B12 Notes, the Class B13 Notes, the "Class B Notes", and, together with the Class A Notes, the "Notes"). Each Originator will fully subscribe a Class of the Class B Notes.The Issuer is incorporated under article 3 of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Securitisation Law"), having its registered office at Largo Chigi , 5 00187 Rome, and is registered with the Bank of Italy pursuant to article 106 of Italian legislative decree No. 385 of 1 September 1993 (the "Banking Act").This Prospectus is issued pursuant to Article 2, paragraph 3, of the Securitisation Law and constitutes a prospetto informativo for all Classes of Notes in accordance with the Securitisation Law. The Class B Notes are not being offered pursuant to this Prospectus.The net proceeds of the offering of the Notes will be applied by the Issuer to fund the purchase of 14 portfolios (each a "Portfolio" and, collectively, the "Portfolios") of monetary claims and other connected rights arising under residential and commercial (i) mortgage loanswhich qualify as mutui fondiari, (ii) loans which qualify as mutui agrari and (iii) other mutui ipotecari (the "Claims") granted, respectively, by Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo e Cassa Rurale di Folgaria Banca di Credito Cooperativo (each of them, as defined below). The Portfolios have been purchased by the Issuer under the terms of 14 transfer agreements entered into between the Issuer and each Originator pursuant to the Securitisation Law on 4 December 2009 (each a "Transfer Agreement" and collectively the "Transfer Agreements"). Interest on the Notes will accrue from 22 December 2009 (the "Issue Date") and will be payable on 29 April 2011 (the "First Payment Date") and thereafter semi-annually in arrears on 29 April and 29 October in each year (in each case, subject to adjustment for non-business days as set out in Condition 6 (Interest)) (each a "Payment Date"). The Notes will bear interest from (and including) a Payment Date to (but excluding) the following Payment Date (each an "Interest Period") provided that the first Interest Period (the "Initial Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the First Payment Date. The rate of interest applicable to the Class ANotes for each Interest Period shall be the rate offered in the euro-zone inter-bank market ("EURIBOR") for six months deposits in euro (save that for the Initial Interest Period the rate will be EURIBOR for 12 months deposits in euro) (as determined in accordance with Condition 6 (Interest)), plus a margin of 0.14 per cent per annum in relation to the Class A Notes.

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

Prospectus dated 22 December 2009

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The Prospectus has been approved by the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under the Prospectus Directive 2003/71/EC (the "Prospectus Directive"). The Irish Financial Services Regulatory Authority only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Class A Notes to be admitted to the Official List and trading on its regulated market. Such approval relates only to the Class A Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. No application has been made to list the Class B Notes on any stock exchange. This Prospectus will be available on the Irish Stock Exchange website at www.ise.ie.The Class A Notes are expected, on issue, to be rated Aaa by Moody's Investors Service (the "Rating Agency"). The Class B Notes will not be rated. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation.Payments under the Notes may be subject to withholding for or on account of tax, or to a substitute tax, in accordance with Italian legislative decree No. 239 of 1 April 1996, as subsequently amended. Upon the occurrence of any withholding for or on account of tax, whether or not in the form of a substitute tax, from any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount to any holder of Notes of any Class. The Notes will be limited recourse obligations solely of the Issuer. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, the Representative of the Noteholders, the Paying Agents, the Irish Listing Agent, the Agent Bank, the Operating Bank, the Cash Manager, the English Transaction Bank, the Transaction Bank, the Corporate Servicer, the Computation Agent, the Servicer, the Swap Counterparties, the Originators (in any capacity) and the Arranger (each as defined below) nor the quotaholder of the Issuer. Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes.The Notes will be issued in dematerialised form (emesse in forma dematerializzata) on the terms of, and subject to, the Conditions and will be held in such form on behalf of the beneficial owners, until redemption and cancellation thereof, by Monte Titoli S.p.A. with registered office at via Mantegna, 6, 20154 Milan, Italy ("Monte Titoli") for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Clearstream Banking, société anonyme with registered office at 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System with registered office at 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium ("Euroclear"). The Notes will be deposited by the Issuer with Monte Titoli on the Issue Date, will at all times be in book entry form and title to the Notes will be evidenced by book entry in accordance with the provisions of article 28 of Italian legislative decree No. 213 of 24 June 1998 and with resolution dated 22 February 2008 jointly issued by Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy, as subsequently amended and and the Resolution dated 22 February 2008 jointly issued by CONSOB and the Bank of Italy, as amended from time to time. No physical document of title will be issued in respect of the Notes. The Notes will mature on the Payment Date which falls in 29 October 2049 (the "Final Maturity Date"), subject as provided in Condition 8(Payments). Before the Final Maturity Date, the Notes will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 7 (Redemption, purchase and cancellation)). The Class A Notes will be redeemed in priority to the Class B Notes. If the Notes cannot be redeemed in full on the Final Maturity Date, as a result of the Issuer having insufficient funds available to it in accordance with the terms and conditions of the Notes (the "Conditions"and each a "Condition") for application in or towards such redemption, the Issuer will have no other funds available to it to be paid to the Noteholders, because the Issuer has no assets other than those described in this Prospectus. If any amounts remain outstanding in respect of the Notes upon expiry of the Final Maturity Date, such amounts (and the obligations to make payments in their respect) will be deemed to be released by the Noteholders and the Notes will be cancelled. The amount 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 Portfolio.The Issuer has no assets other than those described in this Prospectus. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Class A Notes, see the section entitled "Risk factors" beginning on page 16.

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Responsibility statements

The Issuer

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Originators

Each of the Originators accepts responsibility for the information included in this Prospectus in the sections headed "The Portfolios", "The Originators" and "Collection Policy and Recovery Procedures" and any other information contained in this Prospectus relating to itself and its Portfolio. To the best of the knowledge of each of the Originators (which have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Swap Counterparties

Both JP Morgan Securities Ltd and Mediocredito Trentino A.A. accept responsibility only, together with the Issuer, for the information included in this Prospectus in the sections headed "The Swap Counterparties". To the best of the knowledge of both Swap Counterparties (which have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

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

Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. accepts responsibility for the information included in this Prospectus in the section headed "The Operating Bank and the Back-up Servicer" and, together with the Issuer, accepts responsibility for the information contained in that section. To the best of the knowledge of Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Deutsche Bank Aktiengesellschaft

Deutsche Bank Aktiengesellschaft accepts responsibility for the information included in this Prospectus in the section headed "The Cash Manager and the Computation Agent" and, together with the Issuer, accepts responsibility for the information contained in that section. To the best of the knowledge of Deutsche Bank Aktiengesellschaft (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

The information provided (a) by the Originators under the sections headed "The Portfolios", "The Originators" and "Collection Policy and Recovery Procedures", (b) by the Deutsche Bank Aktiengesellschaft under the section headed "The Cash Manager and the Computation Agent", (c) by Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. under the section "The Operating Bank and the Back-up Servicer" and (d) by JP Morgan Securities Ltd with respect to itself under the section headed "The Swap Counterparties" has been accurately reproduced and, as far the Issuer is aware and is able to ascertain from information published by the Originators, Deutsche Bank Aktiengesellschaft, Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. and JP Morgan Securities Ltd, respectively, no facts have been omitted which would render the reproduced

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information inaccurate or misleading.

The Issuer, the Arranger or any other party to the Transaction Documents (as defined below) have not undertaken and will not undertake any investigations, searches or other actions to verify the details of the Portfolios sold by each of the Originators to the Issuer, nor has the Issuer, the Arranger or any other party to the Transaction Documents, undertaken nor will they undertake, any investigations, searches or other actions to establish the existence of any of the monetary claims in the Portfolios.

The language of the Prospectus is English. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of the Prospectus.

No Person has been authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, each of the Originators (in any capacity), the Arranger or any other party to the Transaction Documents. Neither the delivery of this Prospectus nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change, or any event reasonably likely to involve any change, in the condition (financial or otherwise) of the Issuer or the Originators or JP Morgan Securities Ltd, Deutsche Bank Aktiengesellschaft, Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. or the information contained herein since the date of this Prospectus or that the information contained herein is correct as at any time subsequent to the date of this Prospectus.

This Prospectus does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful.

None of the Arranger and the Representative of the Noteholders has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted by each of the Arranger and the Representative of the Noteholders or any of them as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer or the Originators in connection with the Notes or their distribution.

The Notes constitute limited recourse obligations of the Issuer. Each Note will be secured, in each case, over certain of the assets of the Issuer pursuant to and as more fully described in the section entitled "Description of the other Transaction Documents", below. Furthermore, by operation of Italian law, the Issuer's right, title and interest in and to the Claims will be segregated from all other assets of the Issuer and amounts deriving therefrom will only be available, both prior to and following a winding-up of the Issuer, to satisfy the obligations of the Issuer to the holders of the Notes, to pay any costs, fees, expenses and other amounts required to be paid to the Other Issuer Creditors and to any third-party creditor in respect of any costs, fees, expenses or liabilities incurred by the Issuer to such third-party creditor in relation to the securitisation of the Claims contemplated by this Prospectus (the "Securitisation"). Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes. Amounts derived from the Claims will not be available to any other creditors of the Issuer and will be applied by the Issuer in accordance with the applicable order of priority for the application of Single Portfolio Available Funds or Issuer Available Funds (both as defined below). The "Other Issuer Creditors" are: the Liquidity Providers, the Swap Counterparties, the Originators, the Servicers, the Representative of the Noteholders, the Agent Bank, the Operating Bank, the English Transaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Back-up Servicer, the Corporate Servicer, the Stichting Corporate Servicer, the Cash Manager, the Computation Agent, the IrishListing Agent and the Limited Recourse Loan Providers

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The distribution of this Prospectus and the offer, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offer, and may not be used for the purpose of an offer to sell any of the Notes, or solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Originators (in any capacity) or the Arranger that any recipient of this Prospectus should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the Claims, the Portfolios and of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), are in bearer form and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this Prospectus, see "Subscription and sale", below.

The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any other prospectus nor any prospectus, form of application, advertisement, other offering material nor other information relating to the Issuer or the Notes may be issued, distributed or published in any country 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 and regulations. No action has or will be taken which could allow an offering (sollecitazione all'investimento) of the Notes to the public in the Republic of Italy. For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Prospectus, see "Subscription and sale", below.

Each initial and each subsequent purchaser of a Note will be deemed, by its acceptance of such Note, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof as described in this Prospectus and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in certain cases. See "Subscription and sale", below. Certain monetary amounts included in this Prospectus may have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

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

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TABLE OF CONTENTS

THE PRINCIPAL PARTIES ...................................................................................................... 7

RISK FACTORS ..................................................................................................................... 16

TRANSACTION SUMMARY INFORMATION ..................................................................... 37

TRANSACTION DIAGRAM.................................................................................................. 87

THE PORTFOLIOS................................................................................................................. 88

THE ISSUER .........................................................................................................................110

THE ORIGINATORS .............................................................................................................138

THE OPERATING BANK AND BACK-UP SERVICER........................................................179

THE SWAP COUNTERPARTIES...........................................................................................182

THE CASH MANAGER AND THE COMPUTATION AGENT .............................................183

USE OF PROCEEDS .............................................................................................................187

DESCRIPTION OF THE TRANSFER AGREEMENTS .........................................................188

DESCRIPTION OF THE WARRANTY AND INDEMNITY AGREEMENT..........................191

DESCRIPTION OF THE SERVICING AND OF THE BACK-UP SERVICING AGREEMENTS........................................................................................................................................198

DESCRIPTION OF THE OTHER TRANSACTION DOCUMENTS......................................202

WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES....................................................214

TERMS AND CONDITIONS OF THE NOTES......................................................................215

SCHEDULE RULES OF THE ORGANISATION OF NOTEHOLDERS................................277

SELECTED ASPECTS OF ITALIAN LAW ...........................................................................296

SUBSCRIPTION AND SALE ................................................................................................314

GENERAL INFORMATION ..................................................................................................317

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THE PRINCIPAL PARTIES

Issuer Cassa Centrale Finance 3 S.r.l. (the "Issuer") is a limited liability company with sole quotaholder (società a responsabilità limitata con socio unico) incorporated under Article 3 of Italian law No. 130 of 30 April 1999 (disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Securitisation Law"). The Issuer is enrolled in the register held by the Bank of Italy pursuant to article 106 of the Banking Act with No. 33370.8, whose registered office is at Largo Chigi 5, 00187 Roma, Italy, with paid-in share capital of Euro 10,000. The entire equity capital of the Issuer is held by Stichting Babele.

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 one contemplated in this Prospectus, subject to certain conditions.

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

The Originators Mediocredito Trentino A.A., a bank incorporated in Italy as a società per azioni, whose registered office is at Viale Paradisi,1 – 38100 Trento (TN), Italy, registered with the companies' register held in Trento under No. 00108470220 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 10638 (codice meccanografico), fiscal code and VAT No. 00108470220, with paid-in share capital of Euro 58,484,608 ("Mediocredito Trentino A.A.");

Banca di Credito Cooperativo di Cherasco, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Bra 15, Frazione Roreto – 12062 Cherasco (CN), Italy, registered with the companies' register held in Cuneo under No. A159239 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08487 (codice meccanografico), fiscal code and VAT No. 00204710040, with paid-in share capital of Euro 229,852 ("BCC di Cherasco");

Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Roma 1 –38060 Aldeno (TN), Italy, registered with the companies' register held in Trento under No. 2320 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08013 (codice meccanografico), fiscal code and VAT No. 00107560229, with paid-in share capital of Euro 12,129 ("Cassa Rurale

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Aldeno e Cadine");

Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Rosmini 61 –38015 Lavis (TN), Italy, registered with the companies' register held in Trento under No. 00109500223 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08120 (codice meccanografico), fiscal code and VAT No. 00109500223, with paid-in share capital of Euro 13,003 ("Cassa Rurale Lavis");

Cassa Rurale di Pergine Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza Gavazzi 5 – 38057 Pergine (TN), Italy, registered with the companies' register held in Trento under No. 3034 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08178 (codice meccanografico), fiscal code and VAT No. 00109850222, with paid-in share capital of Euro 2,444,553 ("Cassa Rurale Pergine");

Centromarca Banca Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Dante Alighieri 2 – 31022 Preganziol (TV), Italy, registered with the companies' register held in Treviso under No. 00176640266 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08749 (codice meccanografico), fiscal code and VAT No. 176640266, with paid-in share capital of Euro 54,727 ("Centromarca Banca");

Cassa Rurale Alto Garda Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Viale delle Magnolie 1 – 38062 Arco (TN), Italy, registered with the companies' register held in Trento under No. 00105910228 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08016 (codice meccanografico), fiscal code and VAT No. 00105910228, with paid-in share capital of Euro 11,680("Cassa Rurale Alto Garda");

Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Cesare Battisti 17 – 38042 Baselga di Pinè (TN), Italy, registered with the companies' register held in Trento under No. 1354 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08316 (codice meccanografico), fiscal code and VAT No. 00109200220, with paid-in share capital of Euro

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6,165,986 ("Cassa Rurale Pinetana Fornace Seregnano");

Cassa Rurale Adamello–Brenta Banca di CreditoCooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via III Novembre 20 – 38079 Tione di Trento (TN), Italy, registered with the companies' register held in Trento under No. 00210910220 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08024 (codice meccanografico), fiscal code and VAT No. 00210910220, with paid-in share capital of Euro 21,079 ("Cassa Rurale Adamello Brenta");

Cassa Rurale di Rovereto Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Manzoni 1 –38068 Rovereto (TN), Italy, registered with the companies' register held in Trento under No. 1257 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08210 (codice meccanografico), fiscal code and VAT No. 00106190226, with paid-in share capital of Euro 74,955 ("Cassa Rurale di Rovereto");

Banca Alto Vicentino Credito Cooperativo Schio, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Pista dei Veneti 14 – 36015 Schio (VI), Italy, registered with the companies' register held in Vicenza under No. 127 VI 116 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08669 (codice meccanografico), fiscal code and VAT No. 00210200242, with paid-in share capital of Euro 182,225 ("BCC Alto Vicentino");

Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza C. Battisti 12 – 38033 Cavalese (TN), Italy, registered with the companies' register held in Trento under No. 5371 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08057 (codice meccanografico), fiscal code and VAT No. 00158770222, with paid-in share capital of Euro 41,489("Cassa Rurale Centrofiemme Cavalese");

Banca di Cavola e Sassuolo Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Via Verdi 1 – 42010 Cavola di Toano (RE), Italy, registered with the companies' register held in Reggio Emilia under No. 12915 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08623 (codice

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meccanografico), fiscal code and VAT No. 01026240356, with paid-in share capital of Euro 10,121,175 ("Banca di Cavola e Sassuolo");

Cassa Rurale di Folgaria Banca di Credito Cooperativo, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza S. Lorenzo 47 – 38064 Folgaria (TN), Italy, registered with the companies' register held in Trento under No. 812 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 08091 (codice meccanografico), fiscal code and VAT No. 00106520224, with paid-in share capital of Euro 2,693,716("Cassa Rurale Folgaria").

Each of Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo e Cassa Rurale di Folgaria Banca di Credito Cooperativo (in such capacity, collectively the "Originators" and each of them an "Originator") sold the relevant Portfolio to the Issuer pursuant to the terms of 14 transfer agreements dated 4 Decemer 2009 (the "Initial Execution Date"), between the Issuer and the relevant Originator (collectively, the "Transfer Agreements" and each of them a "Transfer Agreement").

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

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

Operating Bank Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. ("Cassa Centrale"), a bank operating in the form of a joint stock company (società per azioni) with registered office at via Segantini 5, I-38122 Trento, Italy, enrolled with No. 4813.2 at the banks' register held by the Bank of Italy pursuant to article 13 of the Banking Act,

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with paid-in share capital of Euro 140,400,000.00, or any other person for the time being acting as such, will be the operating bank to the Issuer in respect of certain bank accounts of the Issuer (in such capacity, the "Operating Bank") pursuant to the terms of the Cash Administration and Agency Agreement. The Operating Bank has opened, and will maintain, 14 Transitory Collection and Recoveries Accounts, one in respect of each of the Originators, the Expenses Account and the Quota Capital Account in the name of the Issuer and will operate such accounts in the name and on behalf of the Issuer.

Transaction Bank Deutsche Bank S.p.A., a bank incorporated and organised under the laws of the Republic of Italy, whose registered office is at Piazza del Calendario, 3, I-20121 Milan, Italy,, registered with the companies register of Milan under number 01340740156 and with the register held by the Bank of Italy pursuant to article 13 of the Banking Act under number 3104, or any other person for the time being acting as such, will be the transaction bank to the Issuer in respect of certain bank accounts of the Issuer (in such capacity, the "Transaction Bank") pursuant to the terms of the Cash Administration and Agency Agreement. The share capital of Deutsche Bank S.p.A. amounts to € 310,659,856.26. The Transaction Bank has opened, and will maintain, the Collection and Recoveries Account, the Payments Account, the Principal Accumulation Account, the Principal Amortisation Reserve Accounts, the Reserve Account, the Securities Accounts, the Single Portfolio Reserve Accounts and the Liquidity Reserve Accounts in the name of the Issuer and will operate such accounts in the name and on behalf of the Issuer. See "Description of the other Transaction Documents", below.

English Transaction Bank Deutsche Bank AG, London Branch, the registered office of which is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, or any other person for the time being acting as such, will be the English transaction bank (in such capacity, the "English Transaction Bank") pursuant to the terms of the Cash Administration and Agency Agreement. The English Transaction Bank has opened, and will maintain, the Investment Account in the name of the Issuer and will operate such account in the name and on behalf of the Issuer. See "Description of the other Transaction Documents", below.

Principal Paying Agent Deutsche Bank AG, London Branch, the registered office of which is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, or any other person for the time being acting as such, will be the principal paying agent (in such capacity, the "Principal Paying Agent") pursuant to the terms of the Cash Administration and Agency Agreement. See "Description

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of the other Transaction Documents", below.

Italian Paying Agent Deutsche Bank S.p.A., a bank incorporated and organised under the laws of the Republic of Italy, whose registered office is at Piazza del Calendario, 3, I-20121 Milan, Italy,or any other person for the time being acting as such, will be the Italian paying agent (in such capacity, the "Italian Paying Agent") pursuant to the terms of the Agency and Accounts Agreement. The Principal Paying Agent and the Italian Paying Agent are collectively referred to as the "Paying Agents". See "Description of the other Transaction Documents", below.

Representative of the Noteholders Deutsche Trustee Company Limited, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, will be the representative of the holders of the Notes ("Representative of the Noteholders") pursuant to the terms of the Intercreditor Agreement (as defined below) dated 17 December 2009 (the "Signing Date") and the Rules of the Organisation of the Noteholders (as defined below).

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

Swap Counterparties JP Morgan Securities Ltd, with registered office at 125 London Wall, London, EC2Y 5AJ, United Kingdom, or any other person from time to time acting as Swap Counterparty (the "Mortgage Loans Swap Counterparty").

Mediocredito Trentino A.A. or any other person from time to time acting as Swap Counterparty (the "Mutui Agrari Swap Counterparty").

The Mortgage Loans Swap Counterparty and the MutuiAgrari Swap Counterparty are collectively referred to as the "Swap Counterparties".

See "The Swap Counterparties", below.

Liquidity Providers Each of Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo,

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Banca di Cavola e Sassuolo Credito Cooperativo e Cassa Rurale di Folgaria Banca di Credito Cooperativo will be the liquidity providers to the Issuer (in such capacity, each a "Liquidity Provider" and, collectively, the "Liquidity Providers") pursuant to the terms of a liquidity facility agreement entered into with the Issuer and the Representative of the Noteholders on the Signing Date (the "Liquidity Agreement"). See "Description of the other Transaction Documents", below.

Servicers Each of Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo e Cassa Rurale di Folgaria Banca di Credito Cooperativo will be the servicers of their respective Portfolio (in such capacity, each a "Servicer" and, collectively, the "Servicers") pursuant to the terms of a servicing agreement entered into with the Issuer on the Initial Execution Date, as amended on the Signing Date (the "Servicing Agreement"). See "Description of the Servicing Agreement and of the Back-up Servicing Agreement", below.

Limited Recourse Loan Providers Each of Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo e Cassa Rurale di Folgaria Banca di Credito Cooperativo and upon the occurence of the MTAA Downgrading Event, Mediocredito Trentino A.A, will be 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 agreement entered into, inter alios, with the Issuer and the Representative 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 such capacity, the "Back-up Servicer") pursuant to the terms of a back-up servicing agreement entered into, inter alios, with the Issuer and the Servicers on the Signing Date (the "Back-up Servicing Agreement"). See "Description of the Servicng Agreement and of the Back-up Servicing Agreement", below.

Corporate Servicer FIS Full Integrated Solutions S.p.A., whose registered office is at Via San Vito 7, 20123 Milano, with paid-in share capital of Euro 500,000.00, or any other person from time to time acting as such will be the corporate servicer to the Issuer (the "Corporate Servicer"). Pursuant to the terms of a corporate services agreement dated the Signing Date (the "Corporate Services Agreement"), the Corporate Servicer has agreed to provide certain administrative and secretarial services to the Issuer. See "Description of the other Transaction Documents", below.

Stichting Corporate Services Provider

Wilmington Trust SP Services (London) Limited, a private limited liability company incorporated under the laws of England, having its registered office in 5th Floor 6 Broad Street Place, London, EC2M 7JH, United Kingdom (the "Stichting Corporate Services Provider"). See "Description of the other Transaction Documents", below.

Cash Manager Deutsche Bank AG, London Branch, the registered office of which is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, or any other person for the time being acting as such, will be the cash manager (in such capacity, the "Cash Manager") pursuant to the terms of the Cash Administration and Agency Agreement. See "The Cash Manager and Computation Agent", below

Computation Agent Deutsche Bank AG, London Branch, the registered office of which is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, or any other person for the time being acting as such, will be the computation agent (in such capacity, the "Computation Agent") pursuant to the terms of the Cash Administration and Agency Agreement. See "The Cash Manager and Computation Agent", below.

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

The Quotaholder Stichting Babele ("Stichting Babele") is a Dutch

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foundation (stichting) established under the laws of The Netherlands, the statutory seat of which is at Amsteldijk 166, 1079 LH Amsterdam, The Netherlands. See "Description of the other Transaction Documents", below.

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RISK FACTORS

The following is a summary of certain aspects of the issue of the Notes of which prospective Noteholders should be aware. This summary is not intended to be exhaustive, and prospective Noteholders should also read the detailed information set out elsewhere in this Prospectus and the Transaction Documents and reach their own views prior to making any investment decision. Additional risks and uncertainties not presently known to the Issuer or that it currently believes to be immaterial could also have a material impact on its business operations. Words and expressions defined in the Conditions or elsewhere in this Prospectus have the same meanings in this section. Investing in the Notes involves certain risks. Prospective investors should consider, among other things, the following:

RISK FACTORS IN RELATION TO THE NOTES

Suitability

Prospective investors should determine whether an investment in the Notes is appropriate in their particular circumstances and should consult with their legal, business and tax advisers to determine the consequences of an investment in the Notes and to arrive at their own evaluation of the investment.

Investment in the Notes is only suitable for investors who:

• have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Notes;

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

• are capable of bearing the economic risk of an investment in the Notes; and

• recognise that it may not be possible to dispose of the Notes for a substantial period of time, if at all.

Prospective investors in the Notes should make their own independent decision whether to invest in the Notes and whether an investment in the Notes is appropriate or proper for them, based upon their own judgement and upon advice from such advisers as they may deem necessary.

Prospective investors in the 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 a recommendation to invest in the Notes, it being understood that information and explanations related to the Conditions shall not be considered to be investment advice or a recommendation to invest in the Notes.

No communication (written or oral) received from the Issuer, the Arranger, the Originators or from any other person shall be deemed to be an assurance or guarantee as to the expected results of an investment in the Notes.

Performance of the Portfolios

The Portfolios are comprised of residential and commercial (i) mortgage loans which qualify as mutui fondiari, (ii) loans which qualify as mutui agrari and (iii) other mutui ipotecari mortgage loans and quialified as performing (crediti in bonis) by the Originators in accordance with the Bank of Italy's

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supervisory regulations as at the Valuation Date. There can be no guarantee that the Borrowers will not default under such Loans or that they will continue to perform thereunder. It should be noted that adverse changes in economic conditions may affect the ability of the Borrowers to repay the Loans.

The recovery of overdue amounts in respect of the Loans will be affected by the length of enforcement proceedings in respect of the Portfolios, which in the Republic of Italy can take a considerable amount of time depending on the type of action required and where such action is taken. Factors which can have a significant effect on the length of the proceedings include the following: (i) certain courts may take longer than the national average to enforce the Loans and the Mortgages; (ii) obtaining title deeds from land registries which are in the process of computerising their records can take up to two or three years; and (iii) further time is required for the proceedings if it is necessary first to obtain a payment injunction (decreto ingiuntivo) and if the Borrower raises a defence or counterclaim to the proceedings. In the Republic of Italy it takes an average of six to seven years from the time lawyers commence enforcement proceedings to the time an auction date is set for the forced sale of any assets.

Recovery proceeds may also be affected by, among other things, a decline in property values. No assurance can be given that the values of the mortgaged properties have remained or will remain at the same level as on the dates of origination of the related Loans. If the property market in the Republic of Italy experiences an overall decline in property values, such a decline could, in certain circumstances, result in the value of the security created by the Mortgages being significantly reduced and, ultimately, may result in losses to the Noteholders.

No independent investigation in relation to the Portfolio

None of the Issuer, the Arranger, nor any other party to the Transaction Documents (other than the Originators) has undertaken or will undertake any loan file review, searches or other actions to verify the details of the Claims and the Portfolios, nor has any of such persons undertaken, nor will any of them undertake, any investigations, searches or other actions to establish the creditworthiness of any Borrowers or any other debtor thereunder. There can be no assurance that the assumptions used in modelling the cash flows of the Claims and the Portfolios accurately reflects the status of the underlying Loans.

The Issuer will rely instead on the representations and warranties given by the Originators in the Warranty and Indemnity Agreement and in the Transfer Agreements. The only remedies of the Issuer in respect of the occurrence of a breach of a representation and warranty which materially and adversely affects the value of a Claim will be the requirement that the relevant Originator indemnifies the Issuer for the damage deriving therefrom or repurchases the relevant Claim. See "Description of the Warranty and Indemnity Agreement", below. There can be no assurance that the relevant Originator will have the financial resources to honour such obligations.

Liquidity and credit risk

The Issuer is subject to the risk of delay arising between the receipt of payments due from Borrowers and the scheduled Payment Dates. The Issuer is also subject to the risk of, inter alia, default in payment by the Borrowers and failure by the relevant Servicer to collect or recover sufficient funds in respect of the Claims in order to enable the Issuer to discharge all amounts payable under the Notes. These risks are mitigated by the liquidity and credit support provided: (A) in respect of the Class A Notes by the Class B Notes; and (B) in respect of each Series of Class B Notes by the Liquidity Facility.

However, in each case, there can be no assurance that the levels of credit support and liquidity support provided will be adequate to ensure punctual and full receipt of amounts due under the Notes.

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Mutui agrari granted by Mediocredito Trentino

Mediocredito Trentino granted several mutui agrari which benefit from certain subsidies of the Province of Trento to Mediocredito Trentino, in accordance with the law of the Province of Trento No. 4, dated 28 March 2003 (the "Provincial Law").

The subsidies for the payment of the instalments of the mutui agrari, pursuant to the Provincial Law, are granted for either the payment of principal or interest instalments. In particular, the subsidies may be granted for the payment of the interests if (a) the loans have a maturity date of at least 15 (fifteen) years and (b) the subsidies are granted in annual instalments. However, the interest shall not be lower than the minimum interest rate fixed by the Italian State.

The relevant Borrowers give the instructions to the Province of Trento for the payment of the subsidies to Mediocredito Trentino due under the loans qualified as mutui agrari, pursuant to the Provincial Law (the "Delegations of Payment").

Upon occurrence of any of the circumstances indicated in the Servicing Agreement, Mediocredito Trentino, in relation to which such circumstances have occurred, shall be substituted. Such substitution could give rise to the termination of the relevant Delegation of Payments.

As a result, in order for the Issuer to be entitled to receive the subsidies payments from the Province of Trento under the mutui agrari, it could be necessary that (i) the Borrowers issue new Delegations of Payment in favour of the successor Servicer and (ii) the Province of Trento accepts such new Delegations of Payment, subject to the requirements and limits set forth by applicable law provisions. In this respect, it has to be noted that the Borrowers and the Province of Trento are under no obligation to execute a new Delegation of Payments and accept it, respectively. In order to mitigate the risk of Mediocredito Trentino continuing to receive subsidies from the Province of Trento following the substitution of Mediocredito Trentino as Servicer, within 30 Business Day starting from the substitution, Mediocredito Trentino shall communicate to the Province of Trento to pay the subsidies directly in the Collection and Recoveries Account.

Interest rate risk

The Issuer expects to meet its obligations under the Class A Notes primarily from the Collections in respect of the Claims. Such Collections may have no correlation to EURIBOR. To protect the Issuer from a situation where EURIBOR increases to such an extent that the Collections are no longer sufficient to cover the Issuer's obligations under the Class A Notes, the Issuer has executed threeinterest rate swap transactions with the Swap Counterparties pursuant to the Swap Agreements.

Should the Swap Counterparties fail to provide the Issuer with all amounts owing to the Issuer (if any) on any payment date under the Swap Agreements, or should the Swap Transactions be otherwise terminated, then the Issuer may have insufficient funds to make payments of principal and interest on the Class A Notes. See "Description of the other Transaction Documents – The Swap Agreements", below.

However, prospective investors' attention is drawn to the fact that, in such circumstances, if the Issuer is not able to make payments due on the Class A Notes, such non-payment could constitute a Trigger Event and cause the Representative of the Noteholders to serve to the Issuer a Trigger Notice in respect of the Notes.

The Swap Agreements will contain certain limited termination events and events of default which will entitle either party to terminate the Swap Transactions (see "Description of the other Transaction Documents – The Swap Agreements" below). For instance, the Issuer may terminate the Swap Transactions, inter alia, if the Relevant Swap Counterparty is downgraded below certain rating

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thresholds set out in the Relevant Swap Agreement and the Relevant Swap Counterparty fails to take such action as is required in the Relevant Swap Agreement to remedy such downgrade.

If the Swap Transactions are terminated for any reason, the Issuer may be required to pay an amount to the Relevant Swap Counterparty as a result of the termination. Following such a termination, any payments by the Issuer to the Relevant Swap Counterparty will be made in accordance with the applicable Order of Priority.

Noteholders' directions and resolutions in respect of early redemption of the Notes

In a number of circumstances, the Notes may become subject to early redemption. Early redemption of the Notes as a result of some circumstances may be dependent upon receipt by the Representative of the Noteholders of a direction from, or a resolution passed by, a certain majority of Noteholders. If the economic interest of a Noteholder represents a relatively small proportion of the majority and its individual vote is contrary to the majority vote, its direction or vote may be disenfranchised and, if a determination is made by certain of the Noteholders to redeem the Notes, such minority Noteholders may face early redemption of the Notes held by them.

Subordination and credit enhancementWith respect to the obligation of the Issuer to pay interest on the Notes, the Conditions provide that the Class A Notes will rank pari passu and without any preference or priority among themselves; each Series of Class B Notes will rank pari passu and without any preference or priority among themselves but will be subordinated to the Class A Notes. it being understood that payments of interest on the Notes will be funded out of the Single Portfolio Available Funds (subject to Condition 5(1) (Pre-Acceleration Order of Priority));

Principal on each series of Class B Notes will be reimbursed and interest accrued thereon will be paid out of available funds deriving from collections and recoveries of the relevant Portfolio provided that, following occurrence of a Cross Collateral Event and in case of acceleration of the reimbursement of the Notes, principal on each series of Class B Notes will be reimbursed and interest accrued thereon will be paid out of the aggregate available funds deriving from collections and recoveries of all the Portfolios, but in an amount which is a function of the performance of the relevant Portfolio.

No repayments of principal will be made on the Class B Notes until all principal due on the Class A Notes has been paid or is paid concurrently with such repayment as set forth in the Conditions.

If a Trigger Notice is served, as long as any Class A Notes are outstanding, unless notice has been given to the Issuer declaring the Class A Notes due and payable, the Class B Notes shall not be capable of being declared due and payable and the Class A Noteholders will be entitled to determine the remedies to be exercised. Remedies pursued by the Class A Noteholders could be adverse to the interests of the Class B Noteholders.

Limited enforcement rights

The protection and exercise of the Noteholders' rights and the enforcement of the Note Security is one of the duties of the Representative of the Noteholders. The Conditions limit the ability of individual Noteholders to commence proceedings (including proceedings for a declaration of insolvency) against the Issuer by conferring on the Meeting of the Noteholders the power to determine in accordance with the Rules of the Organisation of Noteholders the ability of any Noteholder to commence any such individual actions. Accordingly, individual Noteholders may not, without breaching the Conditions, be able to commence proceedings or take other individual remedies against the Issuer unless the Meeting of the Noteholders has approved such action in accordance with the provisions of the Rules of the Organisation of Noteholders.

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Remedies available for the purpose of recovering amounts owed in respect of the Notes shall be limited to actions in respect of the Claims and the Issuer Available Funds. In the event that the amounts recovered pursuant to such actions are insufficient, after payment of all other claims ranking in priority to or pari passu with amounts due under the Notes of each Class, to pay in full all principal and interest and other amounts whatsoever due in respect of the Class A Notes, the Class A Noteholders will have no further actions in respect of any such unpaid amounts.

Relationship among Noteholders and between Noteholders and Other Issuer Creditors

The Intercreditor Agreement contains provisions applicable where, in the opinion of the Representative of the Noteholders, there is a conflict between all or any of the interests of one or more Classes of Noteholders or between one or more Classes of Noteholders and any other Issuer Creditors, requiring the Representative of the Noteholders to have regard only to the holders of the Notes of the Most Senior Class (as defined in Condition 1 (Definitions)) then outstanding and the Representative of the Noteholders is not required to have regard to the holders of any other Class of Notes then outstanding, nor to the interests of the other Issuer Creditors, except to ensure that the application of the Issuer's funds is in accordance with the applicable Order of Priority. In addition, the Intercreditor Agreement contains provisions requiring the Representative of the Noteholders to have regard to the interests of each Class of Noteholders as a class and relieves the Representative of the Noteholders from responsibility for any consequence for individual Noteholders as a result of such Noteholders being domiciled or resident in, or otherwise connected in any way with, or subject to the jurisdiction of, a particular territory or taxing jurisdiction.

Under Condition 10 (Trigger Events), the Representative of the Noteholders is not obliged to serve to the Issuer a Trigger Notice declaring the Notes to be due and payable (without prejudice to Condition 3(3) (Ranking)), unless it is directed to do so in writing by the holders of at least 25 per cent of the aggregate Principal Amount Outstanding of the Most Senior Class of Notes provided that in the case of the occurrence of any of the events mentioned in Condition 10(b) (Breach of other obligations)and Condition 10(c) (Failure to take action), the service of an Trigger Notice has been approved by an Extraordinary Resolution of the holders of the Most Senior Class of Notes.

The Intercreditor Agreement contains provisions requiring the Representative of the Noteholders to have regard to the interests of the Other Issuer Creditors as regards all powers, trusts, authorities, duties and discretions of the Representative of the Noteholders (except where expressly provided otherwise), but requiring the Representative of the Noteholders, in the event of a conflict between the interests of the holders of any Class of outstanding Notes and any Other Issuer Creditor, to have regard only (except where specifically provided otherwise) to the interests of the holders of such Class of outstanding Notes, except to ensure that the application of the Issuer's funds is in accordance with the applicable Order of Priority.

Limited liquidity

There is not at present an active and liquid secondary market for the Class A Notes. The Class A Notes will not be registered under the Securities Act and will be subject to significant restrictions on resale in the United States. Although the application has been made to list the Class A Notes on the Regulated Market of the Irish Stock Exchange, there can be no assurance that a secondary market for any of the Class A Notes will develop, or, if a secondary market does develop in respect of any of the Class A Notes, that it will provide the holders of such Class A Notes with liquidity of investments or that it will continue until the final redemption or cancellation of such Class A Notes. Consequently, any purchaser of the Class A Notes must be prepared to hold such Class A Notes until the final redemption or cancellation.

Class A Notes as eliglible collateral for ECB liquidity and/or open market transaction

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After the Issue Date an application may be made to a central bank in the Eurozone to record the Class A Notes as eligible collateral, within the meaning of the guidelines issued by the European Central Bank (ECB) on November 2008 (The implementation of monetary policy in the Euro area), as subsequently amended and supplemented, for liquidity and/or open market transactions carried out with such central bank. In this respect, it should be noted that in accordance with their policies, neither the ECB nor the central banks of the Eurozone will confirm the eligibility of the Class A Notes for the above purpose prior to their issuance and if the Class A Notes are accepted for such purpose, the relevant central bank may amend or withdraw any such approval in relation to the Class A Notes at any time. The assessment and/or decision as to whether the Class A Notes qualify as eligible collateral for liquidity and/or open market transactions rests with the relevant central bank.

None of the Issuer, the Originator, the Arranger or any other party to the Transaction Documents gives any representation or warranty as to the eligibility of the Class A Notes for such purpose, nor do they accept any obligation or liability in relation to such eligibility or lack of it of the Class A Notes at any time.

Rights of set-off

Under general principles of Italian law, the debtors under the Loans are entitled to exercise rights of set-off in respect of amounts due under any Loan to the Issuer against any amounts payable by the relevant Originator to the relevant Borrower and which came into existence (were crediti esistenti) prior to the later of: (i) the publication of the notice of assignment of the Claims in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana) and (ii) the registration of such notice in the competent companies' register. Under the terms of the Warranty and Indemnity Agreement, the Originators have agreed to indemnify the Issuer in respect of any reduction in amounts received by the Issuer in respect of the Portfolio as a result of the exercise by any Borrower of a right of set-off.

Implementation of Basel II risk-weighted asset frameworkThe original Basel Capital Accord was agreed in 1988 (the "1988 Basel Accord") by the Basel Committee on Banking Supervision (the "Basel Committee"). On 26 June 2004, the Basel Committee published the text of a new capital accord under the title "Basel II International Convergence on Capital Measurement and Capital Standards: a revised framework" (the "Framework") which replaces the 1988 Basel Accord and places enhanced emphasis on risk sensitivity and market discipline. The Basel Committee has stated that it is currently intended that the various approaches under Basel II will be implemented in stages, some from year-end 2006; the most advanced at year-end 2007. The Framework was put into effect for credit institutions in Europe through a numer of European directives (i.e. Directive No 2006/48/EC, Directive No 2006/49/EC and Directive No 2009/27/EC) and the Member States were required to transpose, and financial services industry to apply, the European directives. The Framework could affect the risk weighting of the Notes in respect of investors which are subject to the Framework (or any national legislative implementation thereof) following its implementation. Consequently, recipients of this Prospectus should consult their own advisers as to the consequences to and effect on them of the proposed implementation of the Framework. No predictions can be made by the Issuer as to the precise effects of potential changes which might result if the Framework is adopted in its current form.

Securitisation law

As at the date of this Prospectus, no interpretation of the application of the Securitisation Law has been issued by any Italian governmental or regulatory authority, except for (i) regulations issued by the Bank of Italy concerning, inter alia, the accounting treatment of securitisation transactions for special purpose companies incorporated under the Securitisation Law, such as the Issuer, and the duties of the companies which carry out collection and recovery activities in the context of a securitisation transaction, (ii) the decree of the Italian Ministry of Treasury dated 17 February 2009 and the Bank of Italy regulation dated 25 September 2009 on the terms for the cancellation of the SPV

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from the registration of the financial intermediaries in the register held by the Bank of Italy pursuant to article 107 of the Banking Act. Consequently, it is possible that such authorities may issue further regulations relating to the Securitisation Law or to the interpretation thereof, the impact of which cannot be predicted by the Issuer as at the date of this Prospectus.

Servicing of the Portfolio

Each Portfolio has been serviced by the relevant Originator up to the transfer of the relevant Claims as the owner of the relevant Claims and, following the transfer of the Claims to the Issuer, by each Originator as Servicer pursuant to the Servicing Agreement. Consequently, the net cash flows from each Portfolio may be affected by decisions made, actions taken and collection procedures adopted by each Servicer pursuant to the Servicing Agreement.

Each Servicer has been appointed by the Issuer as responsible for the collection of the relevant Claims transferred by it (as Originator) to the Issuer and for the cash and payment services (soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento). In accordance with the Securitisation Law, each Servicer is therefore responsible for ensuring that the collection of the Claims serviced by it and the relative cash and payment services comply with Italian law and with this Prospectus.

Yield and repayment considerations

The yield to maturity of the Notes of each Class will depend, inter alia, on the amount and timing of repayment of principal (including prepayments and sale proceeds arising on enforcement of a Loan) on the Loans. Such yield may therefore be adversely affected by a higher or lower than anticipated rate of prepayments on the Loans.

Prepayments may result from the refinancing or sale of properties by Borrowers voluntarily or as a result of enforcement proceedings under the relevant Loans, as well as the receipt of proceeds from building insurance and life insurance policies.

The rate of prepayment of Loans cannot be predicted and is influenced by a wide variety of economic, social and other factors, including prevailing loan market interest rates and margins offered by the banking system, the availability of alternative financing and local and regional economic conditions. Therefore, no assurance can be given as to the level of prepayments that the Loans will experience.

The stream of principal payments received by a Noteholder may not be uniform or consistent. No assurance can be given as to the yield to maturity which will be experienced by a holder of any Notes. See further "Prepayment fees and subrogation under the Bersani Decree" and "Weighted average life of the Class A Notes", below.

Administration and reliance on third parties

The ability of the Issuer to make payments in respect of the Notes will depend upon the due performance by the parties to the Transaction Documents of their respective various obligations under the Transaction Documents to which they are each a party. In particular, without limitation, the punctual payment of amounts due on the Notes will depend on: (a) the ability of each Servicer to service the relevant Portfolio and to recover the amounts relating to Defaulted Claims (if any), (b) the Swap Counterparties complying with its obligations under the Relevant Swap Agreement, (c) each Liquidity Provider complying with its obligations under the Liquidity Agreement and (d) the continued availability of hedging under the Swap Transactions. Prospective Noteholders should note that the Swap Transactions may be terminated in certain circumstances set out in the Swap Agreements. In addition, the ability of the Issuer to make payments under the Notes may depend to an extent upon the due performance by each of the Originators of its respective obligations under the

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Warranty and Indemnity Agreement. The performance by such parties of their respective obligations under the relevant Transaction Documents is dependent on the solvency of each relevant party. In each case, the performance by the Issuer of its obligations under the Transaction Documents is also dependent on the solvency of, inter alios, the Originators and the Swap Counterparties.

In the event of the termination of the appointment of any of the Servicers under the Servicing Agreement, it would be necessary for the Issuer to appoint a substitute servicer (acceptable to the Representative of the Noteholders). Such substitute servicer would be required to assume responsibility for the services required to be performed under the Servicing Agreement for the Loans comprised in the relevant Portfolio. The ability of a substitute servicer to perform fully the required services would depend, inter alia, on the information, software and records available at the time of the relevant appointment. There can be no assurance that a substitute servicer will be found or that any substitute servicer will be willing to accept such appointment or that a substitute servicer will be able to assume and/or perform the duties of the relevant Servicer pursuant to the Servicing Agreement. In such circumstances, the Issuer could attempt to sell all, or part of, the Claims, but there is no assurance that the amount received on such a sale would be sufficient to repay in full all amounts due to the Noteholders. The Representative of the Noteholders has no obligation to assume the role or responsibilities of any of the Servicers or to appoint a substitute servicer.

ITALIAN USURY LAW

The interest payments and other remuneration paid by the Borrowers under the Loans are subject to Italian law No. 108 of 7 March 1996 (the "Usury Law"), which introduced legislation preventing lenders from applying interest rates equal to, or higher than, rates (the "Usury Rates") set every three months on the basis of a decree issued by the Italian Treasury (the last such decree having been issued in 28 March 2007). In addition, even where the applicable Usury Rates are not exceeded, interest and other advantages and/or remuneration may be held to be usurious if: (i) they are disproportionate to the amount lent (taking into account the specific situations of the transaction and the average rate usually applied for similar transactions); and (ii) the person who paid or agreed to pay them was in financial and economic difficulties. The provision of usurious interest, advantages or remuneration has the same consequences as non-compliance with the Usury Rates.

The Italian Government, with law decree No. 394 of 29 December 2000 (the "Usury Law Decree" and, together with the Usury Law, the "Usury Regulations"), converted into law by law No. 24 of 28 February 2001, has established, inter alia, that interest is to be deemed usurious only if the interest rate agreed by the parties exceeds the Usury Rate applicable at the time the relevant agreement is reached. The Usury Law Decree also provides that, as an extraordinary measure due to the exceptional fall in interest rates in the years 1998 and 1999, interest rates due on instalments payable after 2 January 2001 on loans already entered into on the date on which the Usury Law Decree came into force (such date being 31 December 2000) are to be substituted with a lower interest rate fixed in accordance with parameters determined by the Usury Law Decree.

As the Usury Law Decree became law at the end of February 2001, no official or judicial interpretation of it is yet available. However, the Italian Constitutional Court has rejected, with decision No. 29/2002 (deposited on 25 February 2002), a constitutional exception raised by the Court of Benevento (2 January 2001) concerning article 1, paragraph 1, of the Usury Law Decree (now reflected in article 1, paragraph 1 of the above mentioned conversion law No. 24 of 28 February 2001). In so doing, it has confirmed the constitutional validity of the provisions of the Usury Law Decree which hold that interest rates may be deemed to be void due to usury only if they infringe Usury Regulations at the time they are agreed between the borrower and the lender and not at the time such rates are actually paid by the borrower.

Pursuant to the Warranty and Indemnity Agreement, the Originators have undertaken to indemnify the Issuer in respect of any losses, costs and expenses that may be incurred by the Issuer in connection with any loss or reduction on any interest accrued prior to the Initial Execution Date. If a Loan is

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found to contravene the Usury Regulations, the relevant Borrower might be able to claim relief on any interest previously paid and to oblige the Issuer to accept a reduced rate of interest, or potentially no interest on such Loan. In such cases, the ability of the Issuer to maintain scheduled payments of interest and principal on the Notes may be adversely affected. For a description of the terms of the Loans, see "The Portfolios", below.

Compounding of interest (anatocismo)

Pursuant to article 1283 of the Italian civil code, accrued interest in respect of a monetary claim or receivable may be capitalised after a period of not less than six months only (i) under an agreement subsequent to such accrual or (ii) from the date when any legal proceedings are commenced in respect of that monetary claim or receivable. Article 1283 of the Italian civil code allows derogation from this provision in the event that there are recognised customary practices (usi) to the contrary. Banks and financial companies in the Republic of Italy have traditionally capitalised accrued interest on a three-monthly basis on the grounds that such practice could be characterised as a customary practice (uso normativo). However, a number of recent judgments from Italian courts (including the judgment from the Italian Supreme Court (Corte di Cassazione) No. 2374/99, No. 2593/2003 and No. 21095/2004) have held that such practices are not uso normativo. Consequently, if customers of the Originators were to challenge this practice and such interpretation of the Italian civil code were to be upheld before other courts in the Republic of Italy, there could be a negative effect on the returns generated from the Loans. Each Originator has, however, represented in the Warranty and Indemnity Agreement that the Loans comply with article 1283 of the Italian civil code.

In this respect, it should be noted that article 25, paragraph 3, of legislative decree No. 342 of 4 August 1999 ("Law No. 342"), enacted by the Italian Government under a delegation granted pursuant to law No. 142 of 19 February 1992, has considered the capitalisation of accrued interest (anatocismo) made by banks prior to the date on which it came into force (19 October 1999) to be valid. After such date, the capitalisation of accrued interest is no longer possible upon the terms established by a resolution of the CICR issued on 22 February 2000. Law No. 342 has been challenged and decision No. 425 of 17 October 2000 of the Italian Constitutional Court has declared as unconstitutional under the provisions of Law No. 342 regarding the validity of the capitalisation of accrued interest made by banks prior to the date on which Law No. 342 came into force.

Such Decree has been challenged, however, before the Italian Constitutional Court on the grounds that it falls outside the scope of the powers delegated under the Legge Delega, and article 25 paragraph 3 of the Decree has been declared unconstitutional by decision No. 425 of 9/17 October 2000 issued by the Italian Constitutional Court.

On the basis of the foregoing, it cannot be excluded that borrowers may, where appropriate, challenge the practice of capitalising interest by banks on the grounds set forth by the Italian Supreme Court in the above mentioned decision and, therefore, that a negative effect on the returns generated from the residential and commercial mortgage loan could derive.

In the case at hand, the technical advice ordered by the judge showed that the instalments were calculated with a compound interest formula not expressly stated in the agreement, and that from the application of such formula the effective interest was higher than the nominal interest. The debtors were not able to realise, therefore, at the time of execution of the relevant loans, the effective high interest to be paid, as the nominal annual interest was that resulting from the agreement while the effective interest could only be inferred from time to time on the basis of the amortisation plan. Considering that the calculation of compound interest is permitted only within the limits of Article 1283 of the Italian Civil Code, as described above (i.e. the compounding has to follow the maturation of interest and never to precede it, as occurs in such French amortisation), the judge declared the relevant loans partially null and recalculated the amortisation plans with reference to the applicable legal rate, so determining an interest rate lower than to that paid by the debtors.

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Legal proceedings

The Originators are subject to a variety of claims and are party to a large number of legal proceedings arising in the ordinary course of business. Although the outcome of such claims is inherently uncertain and several litigants claim relatively large sums in damages, each Originator has represented and warranted that, as of the date of the Warranty and Indemnity Agreement, to its knowledge, it is not involved in any litigation the outcome of which might jeopardise its ability to perform the obligations under the Transaction Documents to which it is a party.

Prepayments by Borrowers

In the decision No. 4842 of 5 April 2002 ("Decision 4842/2002"), the Italian Supreme Court held that, in a bankruptcy (which applies to both companies and individuals, but only if they are acting as entrepreneurs), prepayments in respect of certain unsecured debt obligations made by the bankrupt entity are subject to the claw-back provisions of article 65 of the Italian royal decree No. 267 of 16 March 1942, as subsequently amended (the "Bankruptcy Law"), rather than article 67 of the Bankruptcy Law, on the grounds that any such prepayment constitutes a payment of a debt not yet due.

If Decision 4842/2002 were held to apply also to secured debt obligations, which is not certain, this decision would be significant because article 65 provides that a payment of a debt not yet due and payable, which falls due on or after the bankruptcy of the payor, is ineffective as against the creditors of the bankruptcy estate if such payment is made in the two years preceding the bankruptcy.

Decision 4842/2002 is also significant because article 4 of the Securitisation Law provides that special purpose vehicles such as the Issuer are specifically exempt from claw-back under article 67 in respect of payments made to them by the underlying debtors, whereas the Securitisation Law does not exempt the Issuer from article 65.

Decision 4842/2002 appears to depart from Supreme Court decision No. 1153 of 10 April 1969 ("Decision 1153/1969") which held that a prepayment of a loan following the debtor's election to prepay in accordance with terms of a loan agreement constitutes a payment of a debt that is due and payable and therefore could only be clawed back under article 67 (and not article 65) of the Bankruptcy Law. Moreover, it is not certain that Decision 4842/2002 will apply to prepayments of loans because it deals with the prepayment of a bond issue and only briefly refers to ordinary loans. In addition, if Decision 4842/2002 was held to apply also to secured debt obligations, the consequences would be inequitable, in that a secured creditor might, as a result, become an unsecured creditor. Finally, it should be noted that Italian court decisions are not binding on other courts, including courts of first instance: in this respect, it is worth noting that a recent decision of the court of first instance of Milan (Tribunale di Milano, sez. II) of 17 May 2004 confirmed the principle stated in Decision 1153/1969.

Prepayment fees and subrogation under the Bersani Decree

On 31 January 2007, the Italian Government adopted law decree No. 7 which was later converted into law by Law No. 40 of 2 April 2007 (the "Bersani Decree").

The Bersani Decree aims at, inter alia, increasing competitiveness in a number of sectors, including the banking sector with particular regard to residential mortgage loans.

The costs associated with prepayment of mortgage loans in Italy (including the prepayment fees requested by Italian banks and the notarial fees and tax costs associated with the refinancing) have caused prepayment rates in the Italian market to be lower compared to other jurisdictions. The Bersani Decree aims at reducing these costs with a view to allow borrowers to refinance their mortgage loans more easily.

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With specific regard to mortgage loans (and, in particular, mortgage loans granted to individuals for the purchase or the restructuring of residential properties) executed after 2 February 2007, under article 7 of the Bersani Decree prepayment fees are no longer permitted. Any provision to the contrary is null and void.

The Bersani Decree contains also provisions applicable to mortgage loans for the purchase of residential properties executed before 2 February 2007 (such as the Loans in the Portfolio). In this respect, the Bersani Decree lays down basic rules which may lead to a renegotiation of the relevant mortgage loans and, more importantly, a reduction of the applicable prepayment fees. Pursuant to article 7 of the Bersani Decree, on 2 May 2007 the Italian banking association (ABI – Associazione Bancaria Italiana) and the national consumers' associations as identified in accordance with article 137 of the legislative decree No. 206 of 6 September 2006 (i.e. the Italian consumers' protection code) agreed the general guidelines for a renegotiation of the existing mortgage loans (the "Prepayment Agreement"). The terms of the Prepayment Agreement reproduced below have been extracted by a press release issued by the Italian banking association (ABI – Associazione Bancaria Italiana) on 2 May 2007.

In particular, the Prepayment Agreement provides for the following maximum thresholds for prepayment fees:

(a) in respect of floating rate mortgage loans:

(i) 0.50 per cent;

(ii) 0.20 per cent if the prepayment occurs in the third year before the maturity of the mortgage loan; and

(iii) nil if the prepayment occurs in the last two years before the maturity of the mortgage loan;

(b) in respect of fixed rate mortgage loans granted before 1 January 2001:

(i) 0.50 per cent;

(ii) 0.20 per cent if the prepayment occurs in the third year before the maturity of the mortgage loan; and

(iii) nil if the prepayment occurs in the last two years before the maturity of the mortgage loan; and

(c) in respect of fixed rate mortgage loans granted after 31 December 2000:

(i) 1.90 per cent if the prepayment occurs during the first half of the tenor of the mortgage loan;

(ii) 1.50 per cent if the prepayment occurs during the second half of the tenor of the mortgage loan;

(iii) 0.20 if the prepayment occurs in the third year before the maturity of the mortgage loan; and

(iv) nil if the prepayment occurs in the last two years before the maturity of the mortgage loan.

In respect of mixed rate mortgage loans (i.e. those mortgage loans whose interest rate may vary from a fixed rate to a floating one and vice versa), the Prepayment Agreement provides for the applicability

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of one of the reductions described under (a), (b) and (c) above depending, inter alia, on the date of granting of the mortgage loans, the remaining term of, and type of interest rate applied to, the relevant mortgage loan as at the date when the prepayment occurs.

The Prepayment Agreement further provides that if the contractually agreed prepayment fee is equal to or lower than the thresholds described above, the applicable prepayment fee will be subject to the following additional reductions:

(a) in respect of floating rate mortgage loans and fixed rate mortgage loans granted before 1 January 2001, 0.20 per cent; and

(b) in respect of fixed rate mortgage loans granted after 31 December 2000, if (i) the contractually agreed prepayment fee is equal to or higher than 1.25 per cent, 0.25 per cent; and (ii) the contractually agreed prepayment fee is lower than 1.25 per cent, 0.15 per cent.

In any case, banks (and therefore their assignees, including the Issuer) may not refuse the renegotiation of an existing mortgage loan (including the Loans in the Portfolio) if the relevant debtor proposes to reduce the prepayment fee within the limits set out in the Prepayment Agreement.

Moreover, under article 8 of the Bersani Decree, a debtor under a mortgage loan may unilaterally subrogate (i.e. replace) the original lending bank (or its assignees, including the Issuer) with a new lender in accordance with article 1202 of the Italian civil code even if the original mortgage loan agreement provides that the relevant debtor may not repay the loan before a pre-determined term. In case of subrogation, the mortgage and collateral securities that guarantee the mortgage loan will pass to the new lender without any substantial formality.

Prospective noteholders' attention is drawn to the fact that the entry into force of the Bersani Decree is expected to have an impact on the market of residential mortgage loans with particular regard to the enforceability of the borrowers' obligations to pay prepayment fees to the lender (and their assignees, including the Issuer) and the rate of prepayments. As a result of the entry into force of the Bersani Decree, the Issuer may not be able to recover the prepayment fees in the amount originally agreed with the Borrowers. Furthermore, the rate of prepayment in respect of the Loans can be sensibly different than the one traditionally experienced by the Originators for residential mortgage loans or the one assumed for the purposes of calculating the weighted average life of the Class A Notes in the section headed "Weighted average life of the Class A Notes", below.

Claw-back of the transfer of the ClaimsThe transfer of each Portfolio from which the Claims arise under each of the Transfer Agreements is subject to claw-back upon bankruptcy of the relevant Originator under article 67 of the Bankruptcy Law, but only in the event that the adjudication of bankruptcy of the relevant Originators occurs within three months or, in cases where paragraph 1 of article 67 applies (specifically in case the obligations assumed by the relevant Originator exceed by more than one-fourth the consideration paid or owed to such Originator),within six months of the completion of the securitisation transaction.

Mutui fondiari

The Originators have represented that some Loans qualify as mutui fondiari, as defined in article 38 of the Banking Act. Pursuant to article 39, paragraph 5, of the Banking Act, upon repayment of each fifth of the original debt, the borrowers under mutui fondiari loans are entitled to a proportional reduction of any mortgage related to the loan. Accordingly, the underlying value of the Mortgages comprised in the Portfolio may decrease from time to time in connection with the partial repayment of the Loans. In addition, the borrowers have the right to obtain that part of the real estate assets originally constituting security for the Loans are freed from the mortgage, it being understood that, as mutui fondiari, the principal amount of each Loan shall not be permitted to exceed 80 per cent. of the value of the real estate assets constituting security for such Loan.

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In relation to mutui fondiari, the right to prepay the loan is provided for by article 40 of the Banking Act and the prepayment fee is pre-set under the relevant loan agreement.

Moreover, in relation to mutui fondiari, special enforcement and foreclosure provisions apply. Pursuant to article 40, paragraph 2 of the Banking Act, a mortgage lender is entitled to terminate a loan agreement and accelerate the mortgage loan (diritto di risoluzione contrattuale) if the borrower has delayed an instalment payment at least seven times whether consecutively or otherwise. For this purpose, a payment is considered delayed if it is made between 30 and 180 days after the payment due date. Accordingly, the commencement of enforcement proceedings in relation to mutui fondiari may take longer than usual. article 40 of the Banking Act, therefore, prevents the Servicer from commencing proceedings to recover amounts in relation to mutui fondiari until the relevant Borrowers have defaulted on at least seven payments.

Mutui agrari

Some Loans qualify as mutui agrari, as defined in article 43 of the Banking Act. Pursuant to the article 44 of the Banking Act, provisions of the Banking Act for the mutui fondiari shall apply if the relevant loans are secured by mortgages on real estate assets..

Withholding tax under the Class A Notes

Where the Class A Notes fall within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni), as defined in section "Taxation", below, any beneficial owner of an interest payment relating to the Class A Notes of any Class, who is a non-Italian resident without a permanent establishment in Italy to which the Class A Notes are effectively connected and (a) is resident, for tax purposes, in a country which does not allow for a satisfactory exchange of information, or (b) has failed to comply with the requirements and procedures set forth in Italian legislative decree No. 239 of 1 April 1996, as subsequently amended ("Decree 239") in order to benefit from an exemption, will receive amounts of interest payable on the Class A Notes net of Italian withholding tax, referred to as a substitute tax (imposta sostitutiva). As at the date of this Prospectus, such withholding tax is levied at the rate of 12.5 per cent. or such lower rate as may be applicable under the relevant double taxation treaty, if any.

In the event that the Notes are redeemed in whole or in part (including following the service of a Trigger Notice) prior to the date which is 18 months after the Issue Date, the Issuer will be obliged to pay a tax in Italy at a rate of 20 per cent. on interest accrued up to the relevant repayment date. See "Taxation", below.

In the event that withholding taxes are imposed in respect of payments to Noteholders of amounts due pursuant to the Notes, whether or not through a substitute tax, the Issuer will not be obliged to gross up any such payments or otherwise compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of withholding taxes.

EU Savings Directive

On 3 June 2003, the European Council of Economics and Finance Ministers adopted the directive 2003/48/EC on the taxation of savings income (the "Directive on Taxation of Savings") under which Member States are required starting from 1 July 2005, to provide to the tax authorities of another Member State the details of payments of interest (or similar income) paid by a person within its jurisdiction, qualifying as paying agent under such directive, to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg, Austria and five European "Third Countries" (Switzerland, Andorra, Liechtenstein, Monaco and San Marino) and certain Member States' relevant dependent or associated territories (the Channel Islands, the Isle of Man and the dependent or associated territories in the Caribbean) will instead be required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending

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of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain "Third Countries"). Belgium, Luxembourg or Austria may however elect to introduce automatic exchange of information during the transitional period, in which case they will no longer apply the withholding tax.

The Directive on Taxation of Savings was implemented in Italy by Legislative Decree No. 84 of 18 April 2005 ("Decree 84"). Pursuant to Decree 84 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 resident in Italy for tax purposes paying interest for professional or commercial reasons) are required to report to the Italian tax authorities details of interest payments made from 1 July 2005 to individuals which qualify as beneficial owners thereof and are resident for tax purposes in another EU Member State. Such information must be transmitted by the Italian tax authorities to the competent authorities of the State of residence of the beneficial owner of the interest payment by 30 June of the fiscal year following the fiscal year in which said interest payment is made.

Prospective investors resident in a Member State of the European Union should consult their own legal or tax advisers regarding the consequences of the above mentioned directive in their particular circumstances.

Suspension of mortgage instalments

Italian Law No. 244 of 24 December 2007, the Italian budget law for year 2008 (the "2008 Budget Law"), provides, inter alia, that borrowers of loans granted for the purchase of real estate property to be used as the borrower's main residence (abitazione principale) may request that payment of instalments thereunder be suspended at the terms specified therein.

The 2008 Budget Law also provided for the establishment of a fund (Fondo di solidarietà per i mutui per l'acquisto della prima casa) (the "Fund") created for the purpose of bearing certain costs deriving from the suspension of payments by the borrowers and refers to an implementing regulation to be issued the Ministry of the Economy and Finance (Ministro dell'economia e delle finanze) in conjunction with the Ministry of the Social Solidarity (Ministro della solidarietà sociale).

To date the implementation rules above mentioned has not yet issued and it is unclear as to when they will be issued. See section headed "Selected aspects of Italian law – Suspension of mortgage instalments".

In the event that, following the implementation of the Fund, any Debtor successfully applies for the suspension of instalments due under the relevant Loans, where applicable, the Issuer will experience a consequential delay in the collection of the relevant instalments. A significant number of applications by Borrowers of Loans concentrated over a specific period will have an adverse impact on the Issuer's cash flow of that period, although the number of applications for suspension and their overall duration is limited under the 2008 Budget Law.

MEF-ABI renegotiation convention

Italian law decree No. 93 of 27 May 2008, converted into law by Italian Law No. 126 of 24 July 2008 (the "Decree 93/2008") and the agreement (convenzione) issued on 19 June 2008 by the Italian Ministry of Economic and Finance ("MEF") and ABI pursuant to article 3 of Decree 93/2008 (the "MEF-ABI Renegotiation Convention"), aimed at reducing the instalments' amount due to acceding lenders by the borrowers of floating interest mortgage loans undertaken to purchase, build and/or refurbish their, or their family, main residence by allowing them to renegotiate their loan to a lower fixed interest rate, and postpone the payment of the balance between the old and the new instalments and interest on amounts representing such balance.

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Decree 93/2008 and the MEF-ABI Renegotiation Convention implementing thereto set out the following minimum terms at which the relevant mortgage loans can be renegotiated upon request of the relevant borrowers (the "Eligible Loans").

For a description of the main terms of the MEF-ABI Renegotiation Convention for the renegotiation of Eligible Loans, see section headed "Selected aspects of Italian law - MEF-ABI Renegotiation Convention".

The Originator has acceded to the MEF-ABI Renegotiation Convention; however, according to the selection Criteria set out in the Transfer Agreement, the Portfolio do not comprise Eligible Loans in respect of which the relevant borrower has accepted the renegotiation proposal made by the relevant Originator pursuant to the Decree 93/2008 and the MEF-ABI Renegotiation Convention.

Support provided under Italian decree 185/2008 for residential mortgage loans

Lower mortgage instalments for 2009

As part of the various measures implemented to address the current financial crisis, the Italian Government has adopted the Law Decree No. 185 of 29 November 2008, as converted, with amendments, into Law No. 2 of 28 January 2009 (the "Decree 185/2008", known as the "Tremonti Decree"). This provides, among other things, measures aimed at supporting mortgage holders, including interest repayment facilities and the possible suspension of repayments.

For a description of the main terms of the Decree 185/2008, see section headed "Selected aspects of Italian law – Support provided under Italian Decree 185/2008 for residential mortgage loans".

In the absence of any judicial interpretation on the matter, neither the Decree 185/2008 nor the ministerial circulars implementing it clarify the legal relationship based upon which the State contribution provided by article 2 of Decree 185/2008 has to be paid. Should this be a debt undertaking (accollo, as indicated in the title of the relevant article of the Decree 185/2008) it could determine, as the case may be, (i) either the discharge of the borrower and the cancellation of the relevant mortgage for an amount equal to the State contribution (accollo liberatorio) or (ii) the joint obligation of the State and the borrower with reference to the amount of the State contribution and thesurvival in full of the relevant mortgage (accollo cumulativo).

The provisions of Decree 185/2008 could affect, in whole or in part, the collections and recoveries under the Claims and the Issuer's financial condition and its ability to meet its payment obligations in respect of the Notes. Furthermore, it cannot be excluded if the Italian State will decide to extend the effectiveness of the provisions of Decree 185/2008 after 2009.

Suspension of instalment repayments

Article 12 of the Decree 185/2008, as implemented by a MEF decree on 25 February 2009, enables Italian banks, or holding companies of an Italian banking group, whose shares are negotiated in regulated markets, to issue financial instruments to be underwritten by the MEF within 31 December 2009, to help towards their recapitalisation. This support is in exchange for, among other things, the commitment of the banks to increase their lending facilities for enterprises and maintain their support for mortgage borrowers.

The terms and conditions of each bank's commitment have been determined in a memorandum of intent (protocollo di intenti) entered into by each issuing bank and the MEF, on the basis of the provisions set out in the framework agreement executed between MEF and ABI on 25 March 2009. In particular, this framework agreement has clarified that a bank's commitment includes suspension of payment - for at least twelve months and without any additional charges - of the instalments due under a mortgage loan agreement entered into for the purchase of the main residence (abitazione

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principale), if the borrower, or a cohabitant member of the family, as of the date of the execution of the memorandum of intent referred to above, receives income support benefits due to the suspension of his or her employment, or has lost his or her employment or has the requirements to benefit of the una tantum sum provided for under article 19, paragraph 2, of the Decree 185/2008. The suspension of payment will be automatically terminated if the borrower is reinstated to his or her place of work, or finds new employment.

Neither the MEF Decree of 25 February 2009 nor the framework agreement between MEF-ABI clarifies if the suspension of payment is also to apply to securitised mortgage loans and, therefore, it is unclear whether such provisions may have an impact on securitisation transaction.

In this respect, it has however to be noted that each of the Originators, at the time of the execution of the Transaction Documents, is an Italian bank whose shares are not negotiated in regulated markets, therefore the above mentioned regulation at present applicable

Law decree 39/2009 providIng urgent measures for the Abruzzo region

On 6 April 2009, the Abruzzo Region was affected by an earthquake, as a consequence of which certain municipalities of the Region were largely damaged. With the view of providing urgent measures in favour of (a) individuals having their place of residence, (b) enterprises carrying out their activities and (c) the entities having their seat in the territories indicated by the decree issued by the executive commissioner on 16 April 2009 (collectively, the "Affected Municipalities"), the Italian Government has adopted the Law Decree 28 April 2009, No. 39, as converted into law by Law 24 June 2009, No. 77 (the "Abruzzo Decree").

The Abruzzo Decree sets out, inter alia: (i) under article 3, paragraph 1bis, the take over (subentro) of the Italian State, upon request of the relevant non defaulted debtor, in the relevant indebtedness deriving from loans, already in place as of 6 April 2009, secured by mortgages over main residence (abitazione principale) destroyed by the earthquake, and (b) the assignment to Fintecna S.p.A. (a company entirely owned by the Italian State) or to a company controlled by Fintecna S.p.A., as indicated by the latter, of the property rights over such real estate assets. Such provision - as well as all other provisions set out by article 3 of the Abruzzo Decree, with the exception of the indemnities in favour of enterprises damaged by the earthquake - may apply also in relation to assets located outside the Affected Municipalities in the presence of a direct causal relationship (nesso di causalità diretto) between the damage and the earthquake, ascertained by a sworn expert evidence (perizia giurata); and (ii) under article 6, the suspension of payments of the instalments due under financing of any kind granted by banks and financial intermediaries.

It should be noted that some of the provisions of the Abruzzo Decree will be implemented by way of rules (ordinanze) issued by the President of the Ministries Council (Presidente del Consiglio dei Ministri); therefore the impact of such implementing rules on the Transaction may not be predicted as of today.

Convention between the Ministry of Economy and Finance, the Italian Banking Association and Associations of the Representatives of the Companies,

On the 3rd of August 2009, the Ministry of Economy and Finance, the ABI (Associazione Bancaria Italiana) and the associations of the representative of the companies signed a convention about the temporary suspension of small and middle-sized companies debts to the banking system in order to help companies striked by the financial crisis (the "Convention").

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

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All the small and middle-sized companies which (i) on the 30th of September 2008 were solvent (in bonis), 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 to enforcement proceedings, are allowed to request the Suspension. The request for Suspension must be submitted within the 30th of June 2010.

Only the instalments not yet expired or expired (not paid or paid in part) from not more than 180 days before 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 the object of the Convention and that assigning banks have to do any reasonable effort to satisfy the requests for Suspension also in respect of securitized claims.

Convention between the Province of Treviso, the banks adhering to the initiative Prima Casa,

On the 23rd of December 2008, the Province of Treviso and the banks adhering to the initiative Prima Casa, signed a convention about the temporary suspension of the instalments of the loan agreements in favour of the citizens of the Province of Treviso (the "Convention of the Province of Treviso") with financial difficulties.

The Convention provides, inter alia, the possibility of a 12 (twelve) months suspension for the instalments of the loans agreements (the "Suspension") arinsing from loan agreements for the purchase of the first abitation (prima casa).

The citizens who wants to take advantage of the Convention of the Province of Treviso, have to demonstrate to be in financial difficulties for one of the reasons and have an annual income less than Euro 25,000.

The expiration date of the Convention of the Province of Treviso is 31 December 2009.

ABI's Families Plan

On the 21st of October 2009 the Executive Committee of ABI approved the Families Plan about the temporary suspension of the instalments of the loan agreements in favour of families with financial difficulties.

The Plan provides, inter alia, the possibility of a 12 (twelve) months suspension for the instalments of the loans agreements signed by families with financial difficulties caused by:

(i) labour lost;

(ii) closing down of an autonomous working activity;

(iii) death of one of the family's components;

(iv) one of the familiy's components is a worker on ordinary or extraordinary redundancy payment (Cassa Integrazione Guadagni Ordinaria o Straordinaria).

The Families Plan will be executive since January 2010.

Projections, forecasts and estimates

Forward-looking statements, including estimates, any other projections and forecasts in this Prospectus, are necessarily speculative and subjective in nature and some or all of the assumptions underlying the projections may not materialise or may vary significantly from actual results.

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Such statements are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus and are based on assumptions that may prove to be inaccurate. No one undertakes any obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this Prospectus.

Fixed and floating security

Security given under the English-law governed transaction documents, howsoever expressed, may take effect as a floating charge and thus on enforcement certain preferential creditors may rank ahead of the Issuer Secured Creditors.

Change of law

The structure of the transaction and, inter alia, the issue of the Notes and the rating assigned to the Class A Notes are based on Italian and English law, on tax and administrative practice in effect at the date hereof and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given as to any possible change to Italian or English law, tax or administrative practice after the Issue Date.

Risk factors in relation to the Issuer

Source of payments to Noteholders

The Notes will be limited recourse obligations solely of the Issuer and will not be the responsibility of, or be guaranteed by, any other entity. In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Liquidity Providers, the Swap Counterparties, the Originators (in any capacity), the Servicers, the Representative of the Noteholders, the Agent Bank, the Operating Bank, the English Transaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Back-up Servicer, the Corporate Servicer, the Computation Agent, the Irish Listing Agent and the Limited Recourse Loan Providers, the Arranger, the quotaholder of the Issuer or any other person. None of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make any payment of any amount due on the Notes.

As at the date hereof, the Issuer's principal assets in respect of the Securitisation are the Claims. For a description of the Claims and the Criteria, see "The Portfolios" and "The Transfer Agreements", below.

The Issuer will not have any significant assets, for the purpose of meeting its obligations under this Securitisation, other than the Claims, any amounts and/or securities standing to the credit of the Accounts and its rights under the Transaction Documents to which it is a party.

Consequently, there is no assurance that, over the life of the Notes or at the redemption date of any Notes (whether on maturity, on the Cancellation Date, or upon redemption by acceleration of maturity following service of a Trigger Notice or otherwise), there will be sufficient funds to enable the Issuer to pay interest when due on the Notes and/or to repay the outstanding principal on the Notes in full.

The ability of the Issuer to meet its obligations in respect of the Class A Notes will be dependent on, inter alia, the timely payment of amounts due under the Loans by the Borrowers, the receipt by the Issuer of Collections received on its behalf by the Servicers in respect of the Loans from time to time in each Portfolio, as well as on the receipt of any payments required to be made by the Swap Counterparties under the Relevant Swap Agreement and of any other amounts required to be paid to the Issuer by the various agents and counterparts of the Issuer pursuant to the terms of the relevant Transaction Documents. The performance by such parties of their respective obligations under the

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relevant Transaction Documents is dependent on the solvency of each relevant party. See "Risk factors — Administration and reliance on third parties", above.

The Notes will be limited recourse obligations solely of the Issuer. If there are not sufficient funds available to the Issuer to pay in full all principal and interest and other amounts due in respect of the Notes, then the Noteholders will have no further claims against the Issuer in respect of any such unpaid amounts. Following the service of a Trigger Notice, the only remedy available to the Noteholders and the Other Issuer Creditors is the exercise by the Representative of the Noteholders of the Issuer's Rights.

Upon enforcement of the Note Security, the Representative of the Noteholders will have recourse only to the Claims and to the assets pledged, charged and assigned pursuant to the Italian Deed of Pledge and the English Deed of Charge and Assignment. Other than as provided in the Warranty and Indemnity Agreement, the Transfer Agreements and the Servicing Agreement, the Issuer and the Representative of the Noteholders will have no recourse to the Originators or to any other entity including, but not limited to, in circumstances where the proceeds received by the Issuer from the enforcement of any particular Loan are insufficient to repay in full the Claim in respect of such Loan.

If, upon default by one or more Borrowers under the Loans and after the exercise by the relevant Servicer of all usual remedies in respect of such Loans, the Issuer does not receive the full amount due from those Borrowers, then Class A Noteholders may receive by way of principal repayment an amount less than the face value of their Class A Notes and the Issuer may be unable to pay in full interest due on the Class A Notes.

Claims of unsecured creditors of the Issuer

Without prejudice to the right of the Representative of the Noteholders to enforce the Note Security, the Conditions contain provisions stating, and each of the Other Issuer Creditors has undertaken pursuant to the Intercreditor Agreement, that no Noteholder or Other Issuer Creditor will petition or begin proceedings for a declaration of insolvency against the Issuer until one year and one day after the later of (A) the Cancellation Date and (B) the day on which any note issued by the Issuer (including the Notes) has been paid in full. There can be no assurance that each and every Noteholder and Other Issuer Creditor will honour its contractual obligation not to petition or begin proceedings for a declaration of insolvency against the Issuer also before one year has elapsed after the later of (A) the Cancellation Date and (B) the day on which any note issued by the Issuer (including the Notes) has been paid in full. In addition, under Italian law, any other creditor of the Issuer who is not a party to the Intercreditor Agreement, an Italian public prosecutor (pubblico ministero), a director of the Issuer (who could not validly undertake not to do so) or an Italian court in the context of any judicial proceedings to which the Issuer is a party would be able to begin insolvency or winding-up proceedings against the Issuer in respect of any unpaid debt. Such creditors could arise, for example, by virtue of unexpected expenses owed to third parties including those additional creditors that the Issuer will have as a result of any Further Securitisation (both as defined below). In order to address this risk, the Order of Priority contains provisions for the payment of amounts to third parties. Similarly, monies to the credit of the Expenses Account may be used for the purpose of paying the ongoing fees, costs, expenses, liabilities and taxes of the Issuer to third parties not being Other Issuer Creditors.

The Issuer is unlikely to have a large number of creditors unrelated to this Securitisation or any other securitisation transaction because the corporate object of the Issuer, as contained in its by-laws (statuto), is limited and the Issuer has provided certain covenants in the Intercreditor Agreement which contain restrictions on the activities which the Issuer may carry out with the result that the Issuer may only carry out limited transactions.

No creditors other than the Representative of the Noteholders on behalf of the Noteholders, the Other Issuer Creditors and any third-party creditors having the right to claim for amounts due in connection

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with this Securitisation would have the right to claim in respect of the Claims, even in a bankruptcy of the Issuer.

Notwithstanding the above, there can be no assurance that, if any bankruptcy proceedings were to be commenced against the Issuer, the Issuer would be able to meet all of its obligations under the Notes.

FURTHER SECURITISATIONS

The Issuer's principal assets are the Claims. The Issuer will not have as at the Issue Date any significant assets other than the Claims acquired from time to time and the Issuer's Rights.

In addition, the Issuer may, by way of a separate transaction, purchase (or finance pursuant to article 7 of the Securitisation Law) and securitise further portfolios of monetary claims in addition to the Claims (each, a "Further Securitisation"). Before entering into any Further Securitisation, the Issuer is required, inter alia, to obtain the written consent of the Representative of the Noteholders and to obtain confirmation from the Rating Agency that the then current ratings of the Class A Notes will not be adversely affected by such Further Securitisation.

Under the terms of article 3 of the Securitisation Law, the assets relating to each securitisation transaction carried out by a company are stated to be segregated from all other assets of the company and from those related to each other securitisation transaction, and, therefore, on a winding-up of such a company, such assets will only be available to holders of the notes issued to finance the acquisition of the relevant receivables and to certain creditors claiming payment of debts incurred by the company in connection with the securitisation. Accordingly, the right, title and interest of the Issuer in and to the Claims should be segregated from all other assets of the Issuer (including, for the avoidance of doubt, any other portfolio purchased by the Issuer pursuant to any Further Securitisation) and amounts deriving therefrom should be available on a winding-up of the Issuer only to satisfy the obligations of the Issuer to the Noteholders and the payment of any amounts due and payable to the other Issuer Creditors.

Although the Securitisation Law provides for the assets relating to a securitisation transaction carried out by the Issuer to be segregated and separated from those of the Issuer or of other securitisation transactions carried out by the Issuer, such as any Further Securitisation, this segregation principle will not extend to the tax treatment of the Issuer and should not affect the applicable methods of calculation of the net taxable income of the Issuer.

Tax treatment of the Issuer

Taxable income of the Issuer is determined, without any special rights, in accordance with Italian presidential decree No. 917 of 22 December 1986 as subsequently amended (the Italian Income Taxes Consolidated Code). Pursuant to the regulations issued by the Bank of Italy on 22 March 2000 (schemi di bilancio delle società per la cartolarizzazione dei crediti) and on 14 February 2006 (istruzioni per la redazione dei bilanci degli intermediari finanziari iscritti nell'Elenco Speciale, degli Istituti di moneta elettronica, delle Società di gestione del risparmio e delle Società di intermediazione mobiliare), the assets, liabilities, costs and revenues of the Issuer in relation to the Securitisation will be treated as off-balance sheet assets, liabilities, costs and revenues. Based on the general rules applicable to the calculation of the net taxable income of a company, pursuant to which such taxable income should be calculated on the basis of accounting earnings (i.e. on-balance sheet earnings), subject to such adjustments as are specifically provided for by applicable income tax rules and regulations and according to the guidelines of the Italian tax authorities (circular No. 8/E of 6 February 2003), no taxable income should accrue to the Issuer in relation to the Securitisation of the Claims until the satisfaction of the obligations of the Issuer to the holders of the Notes, to the Other Issuer Creditors and to any third-party creditor to whom the Issuer has incurred costs, liabilities, fees and expenses in relation to the Securitisation of the Claims. Future rulings, guidelines, regulations or

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letters relating to the Securitisation Law issued by the Italian Ministry of Economy and Finance, or other competent authorities, might alter or affect the tax position of the Issuer, as described above.

Pursuant to the Bank of Italy regulations, the accounting information relating to the Securitisation of the Claims will be contained in the Issuer's Nota Integrativa which, together with the balance sheet and the profit and loss statements, forms part of the financial statements of Italian limited liability companies (società a responsabilità limitata).

The Issuer believes that the risks described above are the principal risks inherent in the transaction for holders of the Class A Notes but the inability of the Issuer to pay interest or repay principal on the Class A Notes of any such Class of Notes may occur for other reasons and the Issuer does not represent that the above statements of the risks of holding the Class A Notes are exhaustive. While the various structural elements described in this Prospectus are intended to lessen some of these risks for holders of the Class A Notes, there can be no assurance that these measures will be sufficient or effective to ensure payment to the holders of the Class A Notes of such Classes of interest or principal on such Class A Notes on a timely basis or at all.

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TRANSACTION SUMMARY INFORMATION

The following information is a summary of certain aspects of the transactions relating to the Notes and should be read in conjunction with, and is qualified in its entirety by reference to, the detailed 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 this Prospectus, unless otherwise stated.

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

PRINCIPAL FEATURES OF THE NOTES

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

Euro 368,500,000 Class A Asset Backed Floating Rate Notes due October 2049 (the "Class A Notes");

Euro 56,786,884 Class B Asset Backed Floating Rate Notes due October 2049 (the "Class B Notes");

The Junior Notes will be issued by the Issuer on the Issue Date in the following series (each, a "Series"):

Euro 23,320,896 Class B1 Asset Backed Floating Rate Notes due October 2049;

Euro 8,277,171 Class B2 Asset Backed Floating Rate Notes due October 2049;

Euro 3,496,607 Class B3 Asset Backed Floating Rate Notes due October 2049.

Euro 3,150,604 Class B4 Asset Backed Floating Rate Notes due October 2049.

Euro 3,073,502 Class B5 Asset Backed Floating Rate Notes due October 2049.

Euro 2,615,599 Class B6 Asset Backed Floating Rate Notes due October 2049.

Euro 2,760,642 Class B7 Asset Backed Floating Rate Notes due October 2049.

Euro 2,055,178 Class B8 Asset Backed Floating Rate Notes due October 2049.

Euro 1,578,761 Class B9 Asset Backed Floating Rate Notes due October 2049.

Euro 1,775,632 Class B10 Asset Backed Floating Rate Notes due October 2049.

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Euro 1,536,312 Class B11 Asset Backed Floating Rate Notes due October 2049.

Euro 1,267,625 Class B12 Asset Backed Floating Rate Notes due October 2049.

Euro 746,171 Class B13 Asset Backed Floating Rate Notes due October 2049.

Euro 1,132,184 Class B14 Asset Backed Floating Rate Notes due October 2049.

Issue Price The Notes will be issued at the following percentages of their 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 respect of the Class A Notes (the "Interest Rate") will be EURIBOR for six-month deposits in Euro (the "EURIBOR") (save that for the Initial Interest Period, the rate will be the Euribor for 12 months deposits in Euro) plus the following relevant margin:

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

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

Single Series Class B Notes Interest Payment Amount

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

(i) the aggregate of all Interest Components accrued on the Claims of the relevant Portfolio in the immediately preceding Collection Period (excluding the Rateo Amounts); plus

(ii) the Relevant Proportion(s) of all amounts to be received by the Issuer under the Relevant Swap Transaction(s) on or around such Payment Date; plus

(iii) all amounts received or recovered by the Issuer in the immediately preceding Collection Period with respect to the Claims of the relevant Portfolio which are or have been Defaulted Claims; plus

(iv) (a) the relevant Outstanding Notes Ratio of all amounts of interest (if any) accrued on the amounts

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standing from time to time to the credit of the Payments Account, the Expenses Account, the Collection and Recoveries Account and the Principal Accumulation Account and paid into the same during the immediately preceding Collection Period; and (b) all amounts of interest (if any) accrued on the amounts standing from time to time to the credit of the relevant Transitory Collection and Recoveries Account, Single Portfolio Reserve Account, Principal Amortisation Reserve Account and Liquidity Reserve Account and paid into the same during the immediately preceding Collection Period; and (c) all amounts of interest (if any) accrued on the amounts standing from time to time to the credit of the Reserve Account which were paid into it out of the relevant Single Portfolio Available Funds, during the immediately preceding Collection Period; plus

(v) the relevant Outstanding Notes Ratio of all payments (if any) received under the Eligible Investments during the immediately preceding Collection Period; minus

(vi) the aggregate of all amounts due to be paid by the Issuer on the next following Payment Date out of the relevant Single Portfolio Available Funds under items (i), (ii)(A) and (iv) through to (viii), (xii) and (xv) of the Pre-Acceleration Order of Priority, or the relevant Outstanding Notes Ratio of all amounts due to be paid by the Issuer on the next following Payment Date under items (i), (ii) and (v) through to (ix), (xii), and (xiii) of the Acceleration Order of Priority or the relevant Outstanding Notes Ratio of all amounts due to be paid by the Issuer on the next following Payment Date under items (i), (ii) and (iv) through to (viii), (xi), (xiii) of the Cross Collateral Order of Priority; minus

(vii) the Outstanding Balance of all the Claims of the relevant Portfolio which have become Defaulted Claims during the immediately preceding Collection Period calculated as at the immediately preceding Collection Date;

but excluding (i) any amount paid by each Swap Counterparty upon termination of the Relevant Swap Transaction(s) in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts which would have been due and payable by such Swap Counterparty with respect to the next Payment Date, had the Relevant Swap Transaction(s) not been terminated; and (ii) the Collateral (if any).

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Payment Date Interest is payable in respect of the Notes, semi-annuallyin arrears in Euro on 29 April 2011 (being the "First Payment Date") and, thereafter 29 April, and 29 Octoberin each year (or, if any such date is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day) (each such date a "Payment Date").

Form and Denomination The authorised denomination of the Class A Notes will be € 50,000. The authorised denomination of the Class B Notes will be € 1.00.

The Notes will be issued in dematerialised form (emesse in forma dematerializzata) and will be wholly and exclusively deposited with Monte Titoli in accordance with article 28 of Italian legislative decree No. 213 of 24 June 1998, through the authorised institutions listed in article 30 of such legislative decree.

The Notes will be held by Monte Titoli on behalf of the Noteholders until redemption and cancellation for the account of each relevant Monte Titoli Account Holder. Monte Titoli shall act as depository for Clearstream, Luxemburg and Euroclear. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entries in accordance with the provisions of: (i) article 28 of Italian legislative decree No. 213 of 24 June 1998; and (ii) resolution dated 22 February 2008 jointly issued by CONSOB and the Bank of Italy, as amended from time to time. No physical document of title will be issued in respect of the Notes.

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 preference or priority among themselves; each Series of Class B Notes will rank pari passu and without any 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 will be paid out of available funds deriving from collections and recoveries of the relevant Portfolio provided that, following occurrence of a Cross Collateral Event and in case of acceleration of the reimbursement of the Notes, principal on each Series of Class B Notes will be reimbursed and interest accrued thereon will be paid out of the aggregate available funds deriving from collections and recoveries of all the Portfolios, but in an amount which is a function of the performance of the relevant Portfolio.

No repayments of principal will be made on the Class B Notes until all principal due on the Class A Notes has been

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paid or is paid concurrently with such repayment as set forth in the Conditions.

If a Trigger Notice is served, as long as any Class A Notes are outstanding, unless notice has been given to the Issuer declaring the Class A Notes due and payable, the Class B Notes shall not be capable of being declared due and payable and the Class A Noteholders will be entitled to determine the remedies to be exercised. Remedies pursued by the Class A Noteholders could be adverse to the interests of the Class B Noteholders.

The Intercreditor Agreement contains provisions regarding the protection of the respective interests of the Noteholders and the Other Issuer Creditors in connection with the exercise of the powers, authorities, rights, duties and discretion of the Representative of the Noteholders under or in connection with the Notes or any of the Transaction Documents. If, however, in the sole and absolute opinion of the Representative of the Noteholders, there is or may be a conflict between the interests of the Noteholders of any Class(es) of Notes and of the Other Issuer Creditors, the Representative of the Noteholders is required to regard only the interests of the Class of Noteholders and/or Other Issuer Creditors ranking higher in the applicable Order of Priority, until such Class of Notes has been redeemed in full or the relevant Other Issuer Creditors has been completely satisfied. The Representative of the Noteholders shall have regard to the interest of each Class of Noteholders as a class, and not with respect to each of the Noteholders. In no event the Representative of the Noteholders may agree to any amendment or modification or waiver to the Transaction Documents which, in the sole and absolute opinion of the Representative of the Noteholders, is materially prejudicial to the interest of the holders of the Most Senior Class of Notes. If at any time there is, in the sole and absolute opinion of the Representative of the Noteholders, a conflict between the interests of the Other Issuer Creditors, then the Representative of the Noteholders shall have regard to the interests of whichever of the Other Issuer Creditors ranks higher in the applicable Order of Priority for the payment of the amounts therein specified.

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

(i) all the Collections received by the Issuer through the Servicers, during the immediately preceding Collection Period;

(ii) all other amounts transferred during the immediately preceding Collection Period from the relevant Transitory Collection and Recoveries

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Account into the Collection and Recoveries Account;

(iii) the amounts, if any, retained in and/or credited to the Principal Accumulation Account on the immediately preceding Payment Date;

(iv) all interest accrued on the amounts standing to the credit of each of the Accounts (except for the Expenses Account and the Quota Capital Account) and payments received under the Eligible Investments during the immediately preceding Collection Period;

(v) all amounts, if any, credited to the Principal Amortisation Reserve Accounts on the immediately preceding Payment Date;

(vi) all interest paid on the amount from time to time standing to the credit of the Expenses Account during the immediately preceding Collection Period;

(vii) any amount due and payable, although not yet paid, to the Issuer by the Swap Counterparties in accordance with the terms of the Swap Agreementson or around such Payment Date;

(viii) all amounts received from the Originators, if any, pursuant to the Warranty and Indemnity Agreement and/or the Transfer Agreements, all amounts received by the Issuer as indemnities for the renegotiation of the Loans and any payment made to the Issuer by any other party to the Transaction Documents during the immediately preceding Collection Period

(ix) all the amounts, if any, credited to the Payments Account during the immediately preceding Collection Period;

(x) (I) exclusively in respect of the first Payment Date on which the Cross Collateral Order of Priority applies or the Acceleration Order of Priority applies, all amounts, if any, credited to the Reserve Account on any preceding Payment Date; and thereafter (II) all amounts, if any, credited to the Reserve Account on the preceding Payment Date;

(xi) all the interest accrued and payable on the Securities and paid into the Payments Account up to the third Business Day preceding each relevant Payment Date;

(xii) exclusively in respect of the first Payment Date on

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which the Cross Collateral Order of Priority applies or the Acceleration Order of Priority applies, all amounts, if any, credited to the Single Portfolio Reserve Accounts on any preceding Payment Date and not yet utilised as Single Portfolio Available Funds or Issuer Available Funds;

(xiii) any proceeds paid to the Issuer resulting from any termination of the Swap Transactions only for the purpose of entering into a replacement Swap Agreement net of any cost borne by the Issuer for entering into a replacement Swap Agreement;

(xiv) until full repayment of the Class A Notes: (a) only in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix) and (x) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Cross Collateral Order of Priority, shall include (I) any Advances to be made to the Issuer with respect to such Payment Date in relation to any Negative Balance or, (II) up to an amount equal to the amount of any Advances to be made to the Issuer with respect to such Payment Date, the proceeds on the sale of the Securities to be used alternatively to the Advances, in accordance with the terms of the Limited Recourse Loan Agreement; and (b) in respect of payments ranking as item (xi) of the Acceleration Order of Priority and ranking as item (x) of the Cross Collateral Order of Priority, the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Class A Notes will be fully redeemed on that Payment Date;

(xv) without duplication of (viii) above, payments made to the Issuer by any other party to the Transaction Documents during the immediately preceding Collection Period;

(xvi) following the delivery of the Cross Collateral Notice, on the Calculation Date immediately preceding the Final Redemption Date and on any Calculation Date thereafter, the balance standing to the credit of the Expenses Account at such dates,

but excluding (i) any amount paid by the Relevant Swap Counterparty upon termination of the Swap Transaction(s) under the Relevant Swap Agreement in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts

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which would have been due and payable by the such Swap Counterparty with respect to the next Payment Date, had the Swap Transaction(s) under the Relevant Swap Agreement not been terminated; and (ii) the Collateral (if any); and

(xvii) as of each Calculation Date following the service of a Trigger Notice, any other amounts received or recovered by or on behalf of the Issuer or the Representative of the Noteholders in respect of the Claims, the Note Security and the Issuer's Rights under the Transaction Documents (but excluding the Collateral (if any)).

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

(i) all the Collections received by the Issuer, through the relevant Servicer of such Portfolio, during the immediately preceding Collection Period in relation to the Claims of the Relevant Portfolio;

(ii) all other amounts transferred during the immediately preceding Collection Period from the relevant Transitory Collection and Recoveries Account into the Collection and Recoveries Account;

(iii) the relevant Outstanding Notes Ratio of the amounts, if any, retained in and/or credited to the Principal Accumulation Account on the immediately preceding Payment Date;

(iv) the relevant Outstanding Notes Ratio of all interest accrued on the amounts standing to the credit of each of the Accounts (except for the Expenses Account and the Quota Capital Account) and payments received under the Eligible Investments during the immediately preceding Collection Period;

(v) all amounts, if any, retained in and/or credited to the relevant Principal Amortisation Reserve Account on the immediately preceding Payment Date;

(vi) the relevant Outstanding Notes Ratio of all interest paid on the amounts standing from time to time to the credit of the Expenses Account during the immediately preceding Collection Period;

(vii) the Relevant Proportion(s) of all amounts due and payable, although not yet paid, to the Issuer by the Relevant Swap Counterparty in accordance with theterms of the Relevant Swap Transaction(s) on or around such Payment Date;

(viii) all amounts, if any, received from the relevant

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Originator pursuant to the Warranty and Indemnity Agreement and/or the relevant Transfer Agreement in respect of the relevant Claims during the immediately preceding Collection Period;

(ix) the relevant Outstanding Notes Ratio of all the amounts, if any, credited to the Payments Account during the immediately preceding Collection Period;

(x) with respect to the first Payment Date on which the Pre-Acceleration Order of Priority applies following full redemption of the Class A Notes, all amounts, if any, credited to the Reserve Account on any preceding Payment Date out of the relevant Single Portfolio Available Funds;

(xi) the Relevant Proportion(s) of any proceeds paid to the Issuer resulting from any termination of the Relevant Swap Transactions only for the purpose of entering into a replacement Swap Agreement net of any cost borne by the Issuer for entering into a replacement Swap Agreement;

(xii) with respect to each Payment Date on which a Single Portfolio Detrimental Event has not occurred, the difference, if positive, between (a) all amounts, if any, credited to such Single Portfolio Reserve Account on any preceding Payment Date and not yet utilised 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 any preceding Payment Date and not yet utilised as Single Portfolio Available Funds, multiplied by (II) the ratio between (x) the Advances to be made available to the Issuer under the Liquidity Agreement on such Payment Date by the Liquidity Providers together with the Advances made available by the Liquidity Providers on previous Payment Dates and not yet fully reimbursed, and (y) the aggregate of all amounts, if any, credited to all Single Portfolio Reserve Accounts on any preceding Payment Date and not yet utilised as Single Portfolio Available Funds;

(xiii) all the interest accrued and payable on the Relevant Securities and paid into the Payments Account up to the third Business Day preceding each relevant Payment Date;

(xiv) until full repayment of the Class A Notes: (a) only in respect of payments ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Pre-Acceleration Order of Priority of the Notes, shall include (I) any Advances which are made to the Issuer with respect to such Payment Date in relation to any Single

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Portfolio Negative Balance of such Portfolio(including, for the avoidance of doubt, Advances made by other Liquidity Providers) or (II) up to an amount equal to the amount of any Advances to be made to the Issuer with respect to such Payment Date in relation to such Portfolio, the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances, in accordance with the terms of the Limited Recourse Loan Agreement; and (b) in respect of payments ranking as items (x) of the Pre-Acceleration Order of Priority, the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes of the relevant Portfolio as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Class A Notes will be fully redeemed on that Payment Date;

(xv) without duplication of (viii) above, the relevant Outstanding Notes Ratio of all payments made to the Issuer by any other party to the Transaction Documents during the Collection Period immediately preceding such Calculation Date; and

(xvi)on the Calculation Date immediately preceding the Final Redemption Date and on any Calculation Date thereafter, the balance standing to the credit of the Expenses Account at such dates;

but excluding (i) any amount paid by the Relevant Swap Counterparty upon termination of the Swap Transaction(s) under the Relevant Swap Agreement in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts which would have been due and payable by such Swap Counterparty with respect to the next Payment Date, had the Swap Transaction(s) under the Relevant Swap Agreement not been terminated; and (ii) the Collateral (if any).

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) the relevant Single Portfolio Notes Principal Amount Outstanding, and (y) the Principal Amount Outstanding of all the Notes.

Single Portfolio Notes Principal Amount Outstanding

Means with respect to each Payment Date:

(i) with respect to Portfolio No. 1, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding and the Principal Amount

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Oustanding of the Class B1 Notes;

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

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

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

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

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

(vii) with respect to Portfolio No. 7, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding and the Principal Amount Oustanding of the Class B7 Notes;

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

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

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

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

(xii) with respect to Portfolio No. 12, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding and the Principal Amount

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Oustanding of the Class B12 Notes;

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

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

in each case as at the immediately preceding Collection Date.

Single Portfolio Class A Notes Principal Amount Outstanding

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

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

2. the aggregate of all the Single Portfolio Class A Notes Principal Payment Amounts paid to the Class A Noteholders on the preceding Payment Dates.

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

1. the numerator of which is represented by the relevant Single Portfolio Class A Notes Principal Amount Outstanding; and

2. the denominator of which is represented by the aggregate Principal Amount Outstanding of the Class A Notes as at such Payment Date (without considering any principal payment to be made on such Payment Date).

Single Portfolio Initial Class A Notes Principal Amount Outstanding

Means (i) with respect to Portfolio No. 1, the Principal Amount Outstanding as at the Issue Date of 25.31 per cent. of the Class A Notes, equal to € 93,250,000; (ii) with respect to Portfolio No. 2, the Principal Amount Outstanding as at the Issue Date of 18.21 per cent. of the Class A Notes, equal to € 67,100,000; (iii) with respect to Portfolio No. 3, the Principal Amount Outstanding as at the Issue Date of 7.86 per cent. of the Class A Notes, equal to € 28,950,000; (iv) with respect to Portfolio No. 4, the Principal Amount Outstanding as at the Issue Date of 7.06 per cent. of the Class A Notes, equal to € 26,000,000; (v) with respect to Portfolio No. 5, the Principal Amount Outstanding as at the Issue Date of 6.81 per cent. of the Class A Notes, equal to € 25,100,000; (vi) with respect to Portfolio No. 6, the Principal Amount Outstanding as atthe Issue Date of 6.04 per cent. of the Class A Notes, equal to € 22,250,000; (vii) with respect to Portfolio No. 7, the

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Principal Amount Outstanding as at the Issue Date of 6.17 per cent. of the Class A Notes, equal to € 22,750,000; (viii) with respect to Portfolio No. 8, the Principal Amount Outstanding as at the Issue Date of 4.49 per cent. of the Class A Notes, equal to € 16,550,000; (ix) with respect to Portfolio No. 9, the Principal Amount Outstanding as at the Issue Date of 3.51 per cent. of the Class A Notes, equal to € 12,950,000; (x) with respect to Portfolio No. 10, the Principal Amount Outstanding as at the Issue Date of 4.12 per cent. of the Class A Notes, equal to € 15,200,000; (xi) with respect to Portfolio No. 11, the Principal Amount Outstanding as at the Issue Date of 3.45 per cent. of the Class A Notes, equal to € 12,700,000; (xii) with respect to Portfolio No. 12, the Principal Amount Outstanding as at the Issue Date of 2.78 per cent. of the Class A Notes, equal to € 10,250,000; (xiii) with respect to Portfolio No. 13, the Principal Amount Outstanding as at the Issue Date of 1.67 per cent. of the Class A Notes, equal to € 6,150,000; (xiv) with respect to Portfolio No. 14, the Principal Amount Outstanding as at the Issue Date of 2.52 per cent. of the Class A Notes, equal to € 9,300,000.

Class A Notes Principal Payment Amount

Means with respect to each Payment Date, the aggregate of all Single Portfolio Class A Notes Principal Payment Amounts.

Single Portfolio Class A Notes Principal Payment Amount

Means with respect to each Payment Date and to each Portfolio the lower of: (i) the relevant Single Portfolio Amortised Principal; and (ii) the relevant Single Portfolio Class A Notes Principal Amount Outstanding, in each case as at the immediately preceding Collection Date.

Single Portfolio Amortised Principal

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

(i) the aggregate amount of the Principal Components of the relevant Claims collected during the immediately preceding Collection Period excluding, all Principal Components collected in such immediately preceding Collection Period in relation to the 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 Claims of such Portfolio that have become Defaulted Claims during the immediately preceding Collection Period, as of the date when such Claims became Defaulted Claims;

(iii) any amount received by the Issuer during the immediately preceding Collection Period from the Originator of such Portfolio pursuant to the relevant Transfer Agreement and/or the Warranty and Indemnity Agreement and any amount received by the Issuer from the relevant Originator as indemnities

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in respect of the renegotiations of the Loan Agreements of the relevant Portfolio in accordance with the Servicing Agreement; and

(iv) the Single Portfolio Amortised Principal (or portion thereof) (a) unpaid at the previous Payment Date and/or (b) credited on the Principal Accumulation Account and not distributed to the Noteholders on the previous Payment Date.

ACCOUNTS AND DESCRIPTION OF CASH FLOWS

Accounts held with the Operating Bank

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

Transitory Collection and Recoveries Accounts

fourteen euro-denominated current accounts named with reference to each Portfolio (each a "Transitory Collection and Recoveries Account") (Conto Incassi e Recuperi Transitorio), into which all amounts received or recovered by each Servicer under each relevant Portfolio will be paid within one Business Day of receipt; and out of which all amounts standing to the credit of each such account will be transferred to the Collection and Recoveries Account on the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth) and in any case on the Business Day following the day on which the aggregate balance of all the Transitory Collection and Recoveries Accounts is equal to or greater than Euro 500,000 and (ii) 2 (two)Business Days prior to each Payment Date all amounts standing to the credit of such account on the immediately preceding Collection Date shall be transferred to the Payments Account;

Expenses Account a euro-denominated current account (the "Expenses Account") (Conto Spese) into which (i) on the Issue Date the Retention Amount and the amounts indicated in the Notes Subscription Agreeement necessary to pay certain upfront costs and expenses of the Issuer in respect of the Securitisation shall be paid; and (ii) on each Payment Date an amount shall be paid from the Payments Account so that the balance standing to the credit of the Expenses Account on such Payment Date is equal to the Retention Amount; and out of which on the Issue Date the amounts indicated in the Notes Subscription Agreeement necessary to pay certain upfront costs and expenses of the Issuer in respect of the Securitisation shall be paid, and thereafter the amounts set out in the Payment Instructions shall be paid. In this respect, if the Computation Agent is informed at any time by the Issuer or the Corporate Servicer that the Issuer must pay any amount in respect of any taxes due and payable by the Issuer and any fees, costs and expenses required to be paid in order to preserve the corporate existence of the Issuer or to maintain it in good standing

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and comply with applicable legislation and regulations on a Business Day other than a Payment Date, the Computation Agent will as soon as practicable instruct the Operating Bank to make such payment on behalf of the Issuer out of the Expenses Account on the date on which the relevant payment falls due or, if already due, as soon as practically possible by delivering to the Operating Bank a payment instruction drafted in accordance with the Cash Administration and Agency Agreement (each, a "Payment Instruction");

Quota Capital Account a euro-denominated deposit account opened with the Operating Bank into which the Issuer's equity capital of € 10,000 shall remain deposited for as long as any Notes are outstanding (the "Quota Capital Account") (Conto Capitale Sociale).

Accounts held with the Transaction Bank

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

Payments Account A euro-denominated current account (the "Payments Account") (Conto Pagamenti) into which (i) all amounts received by the Issuer under the Transaction Documents (other than the Claims) will be credited if not credited to other accounts pursuant to the Transaction Documents; (ii) any interest accrued on the Securities in the relevant Securities Account and all the proceeds from the sale or upon maturity of such Securities will be credited from time to time pursuant to the Limited Recourse Loan Agreement (except as otherwise provided in the description of the Securities Account); (iii) all amounts standing to the credit of the Investment Account and in general the amount invested in Eligible Investments out of the Investment Account on the immediately preceding Investment Date and the Revenue Eligible Investments Amount shall be transferred two Business Days prior to each Payment Date; (iv) all amounts standing to the credit of the Collection and Recoveries Account, to the extent not credited to the Investment Account, shall be credited two Business Days prior to each Payment Date; (v) the Advances paid by the Liquidity Providers under the Liquidity Agreement shall be paid; (vi) all proceeds received upon maturity of the Securities or upon sale of the Securities following downgrading of the Republic of Italy below Aa3 by the Rating Agency will be credited on each date of collection pursuant to the terms of the Limited Recourse Loan Agreement and (vii) two Business Days before each Payment Date, amounts due, in respect of each Payment Date, by each Swap Counterparty under the Relevant Swap Agreement shall be paid and out of which (i) all the amounts standing to credit thereof will be transferred to the Investment Account one Business Day after each Payment Date and on the Business Day following the fifteenth and thirtieth day of each calendar

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month (except for February in which case the thirtieth day shall be the twenty-eighth) if the balance of such account is equal to or higher than Euro 50,000; (iii) on each Payment Date all payments of interest and principal on the Notes and any payments to the Other Issuer Creditors and any third party creditors of the Transaction shall be made in accordance with the applicable Order of Priority and the relevant Payment Report, provided that amounts necessary to pay interest and principal on the Notes shall be transferred to the Italian Paying Agent in accordance with Clause 4.2; (iv) all proceeds upon maturity of the Securities or upon sale of the Securities following downgrading of the Republic of Italy below Aa3 by the Rating Agency will be invested to purchase further Securities; and (v) any amount standing to the credit thereof will be transferred to the Investment Account one Business Day after each Payment Date;

Collection and Recoveries Account a euro-denominated current account (the "Collection and Recoveries Account") (Conto Incassi e Recuperi) into which all amounts standing to the credit of each Transitory Collection and Recoveries Account will be transferred on the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day) and in any case on the Business Day following the day on which the aggregate balance of all the Transitory Collection and Recoveries Accounts is equal to or greater than Euro 500,000; and out of which (a) one Business Day after each Payment Date and on the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eight day) all amounts credited to such account shall be transferred to the Investment Account; and (b) two Business Days prior to each Payment Date all amount credited to such account shall be transferred to the Payments Account, to the extent not credited to the Investment Account;

Securities Accounts 13 BCC Securities Accounts, each of which denominated with reference to each Portfolio, into which (i) the Relevant Securities shall be deposited by each Limited Recourse Loan Provider (other than Mediocredito Trentino A.A.) on or prior to the Issue Date pursuant to the Limited Recourse Loan Agreement; and (ii) the Relevant Securities purchased by the Cash Manager from the proceeds upon maturity of the Relevant Securities previously deposited will be credited pursuant to the Limited Recourse Loan Agreement; and out of which (i) any interest accrued on the Relevant Securities and the proceeds from the sale of the Relevant Securities will be transferred from time to time to the Payments Account; and (ii) the proceeds of the sale of the Relevant Securities pursuant to clauses 2.8 and 4.3 of the Limited Recourse Loan Agreement shall be transferred to the Liquidity Reserve Account or to an account opened by the relevant Limited Recourse Loan

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Provider, as applicable and in accordance with the Limited Recourse Loan Agreement;

1 MTAA Securities Account, denominated with reference to Portfolio No: 1, into which (i) the Relevant Securities shall be deposited by Mediocredito Trentino A.A. following the occurrence of the MTAA Downgrading Event pursuant to clause 2.10 of the Limited Recourse Loan Agreement; and (ii) the Relevant Securities purchased by the Cash Manager from the proceeds upon maturity of the Relevant Securities previously deposited will be credited pursuant to the Limited Recourse Loan Agreement; and out of which (i) any interest accrued on the Relevant Securities and the proceeds from the sale of the Relevant Securities will be transferred from time to time to the Payments Account; and (ii) the proceeds of the sale of the Relevant Securities pursuant to clauses 2.8 and 4.3 of the Limited Recourse Loan Agreement shall be transferred to the Liquidity Reserve Account or to an account opened by the relevant Limited Recourse Loan Provider, as applicable and in accordance with the Limited Recourse Loan Agreement;

Principal Accumulation Account a euro-denominated current account (the "Principal Accumulation Account") (Conto Accumulazione Capitale) into which on each Payment Date up to but excluding the First Amortisation Payment Date any amounts payable in respect of any relevant Single Portfolio Class A Notes Principal Payment Amount; and out of which all the amounts standing to the credit thereof will be transferred to the Investment Account on the Business Day following any Payment Date up to (but excluding) the First Amortisation Payment Date.

The Issuer may direct the Transaction Bank to establish, maintain and operate the following accounts as separate accounts in the name of the Issuer:

Reserve Account a euro-denominated current account (the "Reserve Account") (Conto di Riserva) into which on each Payment Date following the occurrence of a Detrimental Event, the Reserve Amount shall be paid from the Payments Account; and out of which all the amounts standing to the credit thereof will be transferred to the Investment Account on the Business Day following the date on which the relevant amounts shall be credited on such account in accordance with the Conditions;

Single Portfolio Reserve Accounts fourteen euro-denominated current accounts denominated with reference to each Portfolio (each a "Single Portfolio Reserve Account") (Conto di Riserva Singolo Portafoglio) into which on each Payment Date following the occurrence of a Single Portfolio Detrimental Event with respect to one or more Portfolios, the Single Portfolio Reserve Amount with respect to the relevant Portfolio or

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Portfolios shall be paid from the Payments Account; and out of which all the amounts standing to the credit thereof will be transferred to the Investment Account on the Business Day following the date on which the relevant amounts shall be credited on each of such account in accordance with the Conditions;

Principal Amortisation Reserve Accounts

fourteen euro-denominated current accounts denominated with reference to each Portfolio (each a "Principal Amortisation Reserve Account") (Conto di Riserva Ammortamento Capitale) into which on each Payment Date following the occurrence of a Class A Notes Disequilibrium Event with respect to one or more Portfolios the relevant Principal Amortisation Reserve Amount shall be paid from the Payments Account; and out of which all the amounts standing to the credit thereof will be transferred to the Investment Account on the Business Day following the date on which the relevant amounts shall be credited on each of such account in accordance with the Conditions;

Liquidity Reserve Accounts fourteen euro-denominated current accounts denominated with reference to each relevant Portfolio (each a "Liquidity Reserve Account") into which during each Collection Period, where applicable and pursuant to the Liquidity Agreement, any amounts then due shall be paid by the Liquidity Provider or Liquidity Providers as liquidity support; and (ii) the proceeds of the sale of the Securities may be transferred in accordance with the Limited Recourse Loan Agreement; and out of which (a)all the amounts standing to the credit thereof will be transferred to the Investment Account on the Business Day following the date on which the relevant amounts shall be credited on each of such account in accordance with the Conditions; and (b) in the event of assignment by any Liquidity Provider of its rights and obligations under the Liquidity Agreement, all amounts standing to the credit thereof shall be transferred to the account of the assignee Eligible Institution.

Accounts held with the English Transaction Bank

The Issuer has directed the English Transaction Bank to establish, maintain and operate the following account as a separate account in the name of the Issuer:

Investment Account a euro-denominated current account (the "Investment Account") into which (i) all the amounts standing to the credit of the Collection and Recoveries Account will be transferred on the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day); (ii) all the amounts standing to credit of the Payments Account will be transferred one Business Day after each Payment Date and on the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day

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shall be the twenty-eighth day) if the balance of such account is equal to or higher than Euro 50,000; (iii) all the amounts standing to the credit of the Principal Accumulation Account will be transferred on the Business Day following any Payment Date up to (but excluding) the First Amortisation Payment Date; (iv) all the amounts standing to the credit of the Reserve Account (if any), the Single Portfolio Reserve Accounts (if any), the Principal Amortisation Reserve Accounts (if any) and the Liquidity Reserve Accounts (if any) will be transferred on the Business Day following the date on which the relevant amounts shall be credited on each of such account in accordance with the Conditions, in each case for the purpose of the investment in Eligible Investments; and out of which (a) any amounts standing to the credit thereof shall be credited to the Payments Account two Business Days before each Payment Date and in general the amounts invested in Eligible Investments out of the Investment Account on the immediately preceding Investment Date and the Revenue Eligible Investments Amount; and (b) all amounts standing to the credit thereof will be applied by the Cash Manager for the purchase of Eligible Investments.

ORDERS OF PRIORITY

Pre-Acceleration Order of Priority Prior to the service of either a Trigger Notice or a Cross Collateral Notice, the Single Portfolio Available Funds relating to each of the Portfolios as calculated on each Calculation Date shall be applied by the Issuer on the Payment Date immediately following such Calculation Date in making payments or provisions in the following order of priority (the "Pre-Acceleration Order of Priority") but, in each case, only if and to the extent that payments or provisions of a higher priority have been made in full:

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

(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this

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Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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 or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of:

(A) the relevant Outstanding Notes Ratio of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Representative of the Noteholders or any appointee thereof; and

(B) all amounts of interest due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(iii) Third, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the relevant Liquidity Provider under the Liquidity Agreement;

(iv) Fourth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the relevant Outstanding Notes Ratio of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(v) Fifth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of the relevant Outstanding Notes Ratio of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Cash 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 Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

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(vi) Sixth, to pay the Relevant Proportion(s) of all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Transaction(s) other than any termination payment due to a Swap Counterparty upon termination of the Swap Transaction(s) under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the Relevant Proportion(s) of any termination payment due and payable to such Swap Counterparty in relation to the termination of the Relevant Swap Transaction(s) to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transaction(s) with the Issuer on the same terms as the Relevant Swap Transaction(s);

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of the relevant Servicer in respect of the servicing of the Relevant Portfolio pursuant to the Servicing Agreement (to the extent not expressly included in any following item);

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio Class A Notes Ratio of all amounts of interest due and payable on the Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(x) Tenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation Account the Single Portfolio Class A Notes Principal Payment Amount; and

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(B) on the First Amortisation Payment Date and on each Payment Date thereafter, in or towards repayment of the Class A Notes in an aggregate amount up to the relevant Single Portfolio Class A Notes Principal Payment Amount;

(xi) Eleventh, upon the occurrence of a Class A Notes Disequilibrium Event, to credit the relevant Principal Amortisation Reserve Amount into the relevant Principal Amortisation Reserve Account;

(xii) Twelfth, in or towards satisfaction of all amounts of interest due and payable to the relevant Liquidity Provider on the Advances made to the Issuer under the Liquidity Agreement;

(xiii) Thirteenth, on the Payment Date following the occurrence of the Single Portfolio Detrimental Event and on each Payment Date thereafter, to credit the relevant Single Portfolio Reserve Amount into the relevant Single Portfolio Reserve Account;

(xiv) Fourteenth, on the Payment Date following the occurrence of the Detrimental Event and on each Payment Date thereafter, to credit the Reserve Amount Quota into the Reserve Account;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu of the Relevant Proportion(s) of any termination payment due and payable to a Swap Counterparty under the terms of the Relevant Swap Transaction(s) under the Relevant Swap Agreement upon termination of such Swap Transaction(s) in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments expressly referred to under any of the items above;

(xvii) Seventeenth, in or towards satisfaction, pro rataand pari passu, according to the respective amounts thereof, of all amounts due and payable to the

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relevant Servicer in respect of the restitution of the insurance premia and relevant expenses advanced by the relevant Servicer under the Servicing Agreement in relation to the relevant Portfolio;

(xviii) Eighteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series Class B Notes Interest Payment Amount of the relevant Series of Class B Notes;

(xix) Nineteenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(xx) Twentieth, upon repayment in full of the Class A Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Series of Class B Notes until the Principal Amount Outstanding 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 or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Class B Notes until the relevant Class of Class B Notes is redeemed in full;

(xxii) Twenty-second, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, of the Class B Notes Additional Interest Amount (if any) due and payable on the Class B Notes.

Acceleration Order of Priority Following the service of a Trigger Notice or in the event that the Issuer opts for the early redemption 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 Date shall be applied by or on behalf of the Representative of the Noteholders on each Payment Date immediately following such Calculation Date in making the following payments in the following order of priority (the "Acceleration Order of Priority"), but, in each case, only if and 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 the respective amounts thereof, of:

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(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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 or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Representative of the Noteholders or any appointee thereof;

(iii) Third, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of all amounts of interest due and payable to the Limited Recourse Loan Providers under theLimited Recourse Loan Agreement;

(iv) Fourth, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the Liquidity Providers under the Liquidity

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Agreement;

(v) Fifth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(vi) Sixth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Cash 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 Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

(vii) Seventh, to pay all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Agreement other than any termination payment due to a Swap Counterpartyupon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the amount of any termination payment due and payable to each Swap Counterparty in relation to the termination of the Swap Transactions under the Relevant Swap Agreement to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transactions with the Issuer on the same terms as such Swap Transactions;

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of each of the Servicers pursuant to the Servicing Agreements (to the extent not expressly included in any following item);

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable

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on the Class A Notes;

(x) Tenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(xi) Eleventh, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the Class A Notes until redemption in full of the Class A Notes;

(xii) Twelfth, in or towards satisfaction of all amounts of interest due and payable to the Liquidity Providers on the Advances made to the Issuer under the Liquidity Agreement;

(xiii) Thirteenth, in or towards satisfaction, pro rata and pari passu of any termination payment due and payable to a Swap Counterparty under the terms of the Relevant Swap Agreement upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xiv) Fourteenth, in or towards satisfaction, pro rataand pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments referred to under any of the items above;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Servicers in respect of the restitution of the insurance price and relevant expenses advanced by the Servicers under the Servicing Agreement;

(xvi) Sixteenth, 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 Payment Amount of each Series of Class

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B Notes;

(xvii) Seventeenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(xviii) Eighteenth, 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 of Class B Notes.

The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of the Claims in order to finance the redemption of the Notes following the service of a Trigger Notice.

In the event that the Issuer redeems any Notes in whole or in part prior to the date which is 18 months after the Issue Date, the Issuer will be required to pay a tax in Italy equal to 20 per cent. of all interest accrued on such principal amount repaid early up to the relevant repayment date. This requirement will apply whether or not the redemption takes place following a Trigger Event under the Notes or pursuant to any requirement of the Issuer to redeem Notes following the service of a Trigger Notice in connection with any such Trigger Event. Consequently, following a Trigger Event, the Issuer may, with the consent of the Representative of the Noteholders, and shall, if so instructed by the Representative of the Noteholders, delay the redemption of the Notes until the end of such 18-month period.

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

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

(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

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(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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 or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of:

(A) any and all outstanding fees, costs and expenses of and all other amounts due andpayable to the Representative of the Noteholders or any appointee thereof; and

(B) all amounts of interest due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(iii) Third, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the relevant Liquidity Provider under the Liquidity Agreement;

(iv) Fourth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(v) Fifth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expensesof and all other amounts due and payable to the Cash Manager, the Computation Agent, the Agent Bank, the Operating Bank, the Back-up Servicer,

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the Transaction Bank, the English Transaction Bank, the Paying Agents, the Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

(vi) Sixth, to pay all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Agreement other than any termination payment due to a Swap Counterparty upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the amount of any termination payment due and payable to each Swap Counterparty in relation to the termination of the Swap Transactions under the Relevant Swap Agreement to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transactions with the Issuer on the same terms as such Swap Transactions;

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of each the Servicers pursuant to the Servicing Agreements (to the extent not expressly included in any following item);

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(x) Tenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation

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Account the relevant Class A Notes Principal Payment Amount; and

(B) on the First Amortisation Payment Date and on each Payment Date thereafter, in or towards repayment, pro rata and pari passu, of the relevant Class A Notes Principal Payment Amount until the Class A Notes are repaid in full;

(xi) Eleventh, in or towards satisfaction of all amounts of interest due and payable to the Liquidity Providers on the Advances made to the Issuer under the Liquidity Agreement;

(xii) Twelfth, on the Payment Date following the occurrence of the Detrimental Event and on each Payment Date thereafter, to credit the Reserve Amount Quota into the Reserve Account;

(xiii) Thirteenth, in or towards satisfaction, pro rata and pari passu of any termination payment due and payable to a Swap Counterparty under the terms of the Relevant Swap Agreement upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xiv) Fourteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Originators in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments referred to under any of the items above;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Servicers in respect of the restitution of the insurance price and relevant expenses advanced by the Servicers under the Servicing Agreement;

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series Class B Notes Interest Payment Amount of each Series of Class B Notes;

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(xvii) Seventeenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(xviii) Eighteenth, upon repayment in full of the Class A Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Series of Class B Notes until the Principal Amount Outstanding of the relevant Series of Class B Notes is equal to € 5,000;

(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 Amount Outstanding of the relevant Series of Class B Notes until the relevant Series of Class B Notes is redeemed in full;

(xx) Twentieth, in or towards satisfaction, pro rata and pari passu, of the Class B Notes Additional Interest Amount (if any) due and payable on the Class B Notes.

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

(a) Non-payment

the Issuer fails to repay any amount of principal on the Class A Notes within fifteen days of the due date for repayment of such principal or fails to pay the Interest Amount on the Class A Notes within five days of the relevant Payment Date; or

(b) Breach of other obligations

the Issuer defaults in the performance or observance of any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party (other than any obligation for the payment of principal or interest on the Notes) and such default remains unremedied for thirty days after the Representative of the Noteholders has given written notice thereof to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests of the Noteholders and requiring the 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 in order:

a. to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Class A Notes and the Transaction Documents 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 the Representative of the Noteholders has given written notice of such default to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests 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 the Noteholders to be material) for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party,

then the Representative of the Noteholders shall, if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding 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 the Notes have immediately become due and payable at their Principal Amount Outstanding, together with accrued interest and that the Acceleration Order of Priority shall apply provided that in the case of the occurrence of any of the events mentioned in Condition 10(b) (Breach of other obligations) and Condition 10(c) (Failure to take action), the service of a Trigger Notice has been approved by an Extraordinary Resolution of the holders of the Most Senior Class of Notes.

Following the service of a Trigger Notice, without any further action or formality, (i) the Notes of each Class shall become immediately due and repayable at their

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Principal Amount Outstanding, together with any interest accrued but which has not been paid on any preceding Payment Date in accordance with Condition 6(8) (Interest Amount Arrears), without further action, 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 the Portfolios) dispose of the Claims in the name and on behalf of the Issuer. The Noteholders hereby irrevocably appoint, as from the date hereof and with effect on and from the date on which the Notes shall become due and payable following the service of a Trigger Notice, the Representative of the Noteholders as their exclusive agent (mandatario esclusivo) to receive on their behalf from the Issuer any and all monies payable by the Issuer to the Noteholders and the Other Issuer Creditors from and including the date on which the Notes shall become due and payable, such monies to be applied in accordance with the Acceleration Order of Priority.

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

(a) Disequilibrium Event

with respect to four consecutive Payment Dates, a Class A Notes Disequilibrium Event occurs; or

(b) Default Ratio

the Default Ratio, as at any Collection Date, is higher than the ratio of 3.5 per cent.; or

(c) Liquidity Agreement

on any Payment Date (i) the aggregate of the Single Portfolio Negative Balances or (ii) the Negative Balance (as applicable) with respect to such Payment Date is equal to or exceeds the Maximum Commitment Amount (including any amount that will be reimbursed to the Liquidity Provider on such Payment Date) to the Issuer on such Payment Date under the terms of the Liquidity Agreement,

then the Representative of the Noteholders, upon having received 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 the immediately following Payment Date the Cross Collateral Order of Priority shall apply without any further action or formality provided that a Trigger Notice has not been already served.

In particular, on each Payment Date, Advances may be drawn from each Liquidity Provider in a maximum

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amount (the "Single Provider Available Amount"), as specified in the Liquidity Agreement, not higher than the difference between (i) the relevant Single Provider Maximum Commitment Amount and (ii) Advances drawn from such Liquidity Provider and not reimbursed up to such Payment Date (included). For the sake of clarity the Single Provider Available Amount shall be calculated on each Calculation Date (in accordance with the Liquidity Agreement) taking into account amounts that will be reimbursed to each relevant Liquidity Provider on the immediately following Payment Date.

Class A Notes Disequilibrium

Event

A "Class A Notes Disequilibrium Event" shall occur with respect to a Payment Date if on such Payment Date either (i) the Single Portfolio Available Funds relating to one or more Portfolios are not sufficient to repay (or provision for repayment of) principal on the Class A Notes in an amount equal to the relevant Single Portfolio Class A Notes Principal Payment Amount under item (x) of the Pre-Acceleration Order of Priority or (ii) the Single Portfolio Class A Notes Principal Amount Outstanding relating to one or more (but not all) Portfolios is reduced to zero (considering also any principal payment to be made on such Payment Date).

Upon the occurrence of a Class A Notes Disequilibrium Event (unless a Cross Collateral Notice has been served on the Issuer), the Issuer shall be obliged to credit the relevant Principal Amortisation Reserve Amount into the relevant Principal Amortisation Reserve Account in accordance with the Pre-Acceleration Order of Priority.

"Principal Amortisation Reserve Amount" means with respect to (A) a Payment Date on which a Class A Notes Disequilibrium Event has occurred and (B) 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 Portfolio Available Funds under items (i) to (x) (following the occurrence of a Class A Notes Disequilibrium Event) of the Pre-Acceleration Order of Priority.

Detrimental Event A "Detrimental Event" shall occur with respect to a Payment Date when the Advances to be drawn under the Liquidity Agreement to provide liquidity support with respect to the Portfolios on such Payment Date together with all Advances drawn thereunder on the previous Payment Dates and not yet fully reimbursed to the Liquidity Providers is an amount equal to or higher than 20 per cent. of the Maximum Commitment Amount.

Upon the occurrence of a Detrimental Event, the Issuer

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shall be obliged to credit the Reserve Amount into the Reserve Account in accordance with the Pre-Acceleration Order of Priority or the Cross Collateral Order of Priority.

Insolvency Event 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, without limitation, fallimento, liquidazione coatta amministrativa, concordato preventivo, accordi di ristrutturazione and amministrazione straordinaria, each such expression bearing the meaning ascribed to it by the laws of the Republic of Italy, and including also any equivalent or analogous proceedings under the law of the jurisdiction in which the Issuer is deemed to carry on business including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, receivership, arrangement, adjustment, protection or relief of debtors) or similar proceedings or the whole or any substantial part of the undertaking or assets of the Issuer are subject to a pignoramento or similar procedure having a similar effect (other than any portfolio of assets purchased by the Issuer for the purposes of further securitisation transactions), unless in the opinion of the Representative of the Noteholders (who may in this respect rely on the advice of a lawyer selected by it), such proceedings are being disputed in good faith with a reasonable prospect of success;

(ii) an application for the commencement of any of the proceedings under (i) above is made in respect of or by the Issuer or the same proceedings are otherwise initiated against the Issuer and, in the opinion of the Representative of the Noteholders (who may in this respect rely on the advice of a lawyer selected by it), the commencement of such proceedings are not being disputed in good faith with a reasonable prospect of success;

(iii) the Issuer takes any action for a re-adjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors (other than the Issuer Secured Creditors) or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for suspension of payments; or

(iv) an order is made or an effective resolution is passed

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for the winding-up, liquidation, administration or dissolution in any form of the Issuer (except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders) or any of the events under article 2484 of the Italian civil code occurs with respect to the Issuer.

Single Portfolio Detrimental Event A "Single Portfolio Detrimental Event" shall occur with respect to a Payment Date and to a Portfolio, when the Advances to be made available to the Issuer under the Liquidity Agreement on such Payment Date by the relevant Liquidity Provider in relation to its respective Portfolio, together with any Advance made available by such Liquidity Provider on previous Payment Dates and not yet fully reimbursed, is an amount equal to or higher than 50 per cent. of the Single Provider Maximum Commitment Amount with respect to such Liquidity Provider. Upon the occurrence of a Single Portfolio Detrimental Event with respect to one or more Portfolios, and on each following Payment Date until such event is continuing, the Issuer shall be obliged to credit the Single Portfolio Reserve Amount with respect to each Portfolio having enough funds available for such purpose into the relevant Single Portfolio Reserve Account.

Liquidity Support The Liquidity Agreement will provide liquidity support with respect to the Portfolios in the event of a shortfall of the relevant Single Portfolio Available Funds (calculated before an Advance is drawn) available on any Payment Date for payment of all amounts due to be paid by the Issuer on such Payment Date out of such Single Portfolio Available Funds under certain items of the Pre-Acceleration Order of Priority.

In particular:

(a) any advance drawn under the Liquidity Agreement will be included in the Single Portfolio Available Funds in respect of the payments under items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Pre-Acceleration Order of Priority; and

(b) in respect of the payments under item (x) of the Pre-Acceleration Order of Priority, the Advances may be utilised in an amount equal to the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes of the relevant Portfolio as at the day following the immediately preceding Payment Date. Provided that the Advances could be utilised in their full amount if by doing so the Class A Notes will be fully redeemed on that

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Payment Date.

In addition, each Liquidity Provider might be called to provide liquidity support in respect of any of the other Portfolios: (i) in the event of a shortfall of the relevant Single Portfolio Available Funds which exceeds the outstanding maximum commitment amount of the Liquidity Provider; or (ii) in the event that such Liquidity Provider defaults under its obligations to give liquidity support to the Issuer.

In the event that any of the Cross Collateral Order of Priority or the Acceleration Order of Priority becomes applicable, the Liquidity Providers will provide liquidity support with respect to the aggregate of all the Portfolios in case of a shortfall of the Issuer Available Funds (calculated before any advance is drawn) available on any Payment Date for payment of all amounts due to be paid by the Issuer on such Payment Date out of the Issuer Available Funds in respect of certain items of the Cross Collateral Order of Priority or the Acceleration Order of Priority, as the case may be.

In particular:

(a) any Advance drawn under the Liquidity Agreement will be included in the Issuer Available Funds in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix) and (x) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Cross Collateral Order of Priority (as applicable); and

(b) in respect of payments ranking as item (xi) of the Acceleration Order of Priority and ranking as item (x) of the Cross Collateral Order of Priority (as applicable), the Advances may be utilised in an amount equal to the difference (if positive) between the Advances available after making the payments under (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be utilised in their full amount if by doing so the Class A Notes will be fully redeemed on that Payment Date. See "Description of the other Transaction Documents", below.

The Class A Notes also benefit from the credit support provided by the Class B Notes. See paragraph "Ranking" above.

Final Redemption Save as described below and unless previously redeemed in full, the Issuer will redeem the Notes at their respective Principal Amounts Outstanding on the Payment Date

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falling in 29 October 2049 (the "Final Maturity Date").

If the Class A Notes and/or the Class B Notes cannot be redeemed in full on the Final Maturity Date, as a result of the Issuer having insufficient funds available to it in accordance with the Conditions for application in or towards such redemption, including the proceeds of any sale of Claims or any enforcement of the Note Security, any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of the Notes until the earlier of (i) the date on which the Notes are redeemed in full and (ii) the Cancellation Date, at which date any amounts remaining outstanding in respect of principal or interest on any Notes shall be reduced to zero and deemed to be released by the holder of the relevant Notes and the Notes shall be cancelled.

"Principal Amount Outstanding" means, in respect of a Note, on any date, the principal amount of that Note upon issue less the aggregate amount of all principal payments in respect of that Note that have been paid to the Noteholders prior to such date.

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

A. on the First Amortisation Payment Date and on each Payment Date falling thereafter, in a maximum amount equal to their Principal Payment Amount with respect to such Payment Date;

B. on any Payment Date: (i) following the service of a Trigger Notice pursuant to Condition 10(2); (ii) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(5) (Optional redemption); or (iii) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(3) (Redemption for taxation), at their Principal Amount Outstanding,

if, on each Calculation Date preceding such Payment Date, it is determined that the Single Portfolio Available Funds or Issuer Available Funds will be sufficient and may be applied for this purpose in accordance with the Pre-Acceleration Order of Priority, the Cross Collateral Order of Priority or the Acceleration Order of Priority, as applicable.

Optional redemption (i) Prior to the service of a Trigger Notice, the Issuer may redeem the Notes of all Classes in whole (but not in part) at their respective Principal Amount Outstanding in accordance with the Acceleration Order of Priority and subject to the Issuer having sufficient funds to redeem all the Notes (or the Class A Notes only, if all the Class B Noteholders

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consent) to discharge any amount due to the Swap Counterparties (including payments for termination) subordinated to the Class A Notesand to make all payments ranking in priority, or pari passu, thereto, on any Payment Date starting from the Payment Date falling on October 2011, if at the preceding Calculation Date the aggregate principal outstanding amount of the Portfolios is equal to or less than 20 per cent of the lower of (i) the aggregate principal outstanding amount of the Portfolios as of the Valuation Date and (ii) the aggregate of the purchase prices of the Portfolios.

(ii) Such optional redemption shall be effected subject to the Issuer (i) giving not more than forty-five (45) nor less than fifteen (15) days' prior written notice to the Representative of the Noteholders and to the Noteholders in accordance with Condition 16 (Notices); (ii) having produced evidence reasonably acceptable to the Representative of the Noteholders that it will have the necessary funds, not subject to interests of any other person, to discharge all its outstanding liabilities in respect of the Notes (or the Class A Notes only, if all the Class B Noteholders consent), any amount due to the Swap Counterparties (including payments for termination) subordinated to the Class A Notes; and any amounts required under the 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 of its 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 the Claims in order to finance the redemption of the Notes in the circumstances described above.

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

Redemption for taxation Prior to the service of a Trigger Notice, the Issuer may redeem the Notes of all Classes (in whole but not in part) at their Principal Amount Outstanding (plus any accrued but unpaid interest) in accordance with the Acceleration Order of Priority and subject to the Issuer having sufficient funds to redeem all the Notes, to discharge any amount due to the Swap Counterparties (including payments for termination) subordinated to the Class A Notes and to make all payments ranking in priority, or pari passu,

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thereto, on any Payment Date if, by reason of a change in law or the interpretation or administration thereof since the Issue Date:

A. the assets of the Issuer in respect of this Securitisation (including the Claims, the Collections and the other Issuer's Rights) become subject to taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or by any political sub-division thereof or by any authority thereof or therein or by any applicable taxing authority having jurisdiction; or

B. either the Issuer or any paying agent appointed in respect of the Class A Notes or any custodian of the Class A Notes is required to deduct or withhold any amount (other than in respect of a Decree 239 Withholding) in respect of the Class A Notes, from any payment of principal or interest on such Payment Date 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 political sub-division thereof or by any authority thereof or therein or by any other applicable taxing authority having jurisdiction and provided that such deduction or withholding may not be avoided by appointing a replacement paying agent or custodian in respect of the Class A Notes before the Payment Date following the change in law or the interpretation or administration thereof; or

C. any amounts of interest payable on the Loans to the Issuer are required to be deducted 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 political sub-division thereof or by any authority thereof or therein or by any other applicable taxing authority having jurisdiction; or

D. it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party,

subject to:

(1) the holders of the Most Senior Class representing at least 75 per cent. of the Principal Amount Outstanding of the relevant Class giving

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instructions to the Issuer to redeem the Notes (in whole but not in part); and

(2) the Issuer:

(i) giving not more than 60 nor less than 30days' written notice (which notice shall be irrevocable) to the Representative of the Noteholders, the Servicers and the Noteholders, pursuant to Condition 16 (Notices), of its intention to redeem all (but not some only) the Notes; and

(ii) providing to the Representative of the Noteholders: (A) a legal opinion (in form and substance satisfactory to the Representative of the Noteholders) from a firm of lawyers of international repute (approved in writing by the Representative of the Noteholders) opining on the relevant change in law or interpretation or administration thereof; (B) a certificate from the chairman of the board of directors or the sole director of the Issuer (as applicable) stating that the obligation to make such deduction or withholding or the suffering by the Issuer of such deduction or withholding cannot be avoided or, as the case may be, the events under paragraph (D) above will apply on the next Payment Date and cannot be avoided by the Issuer taking reasonable endeavours; and (C) a certificate from the chairman of the board of directors or the sole director of the Issuer (as applicable) to the effect that it will have the funds on such Payment Date to discharge its obligations under: (i) the Notes (or the Class A Notes only, if all the Class B Noteholders consent), any obligations towards the Swap Counterparties (including payments for termination) subordinated to the Class A Notes and any obligations ranking in priority, or pari passu, thereto; and (ii) any additional taxes payable by the Issuer by reason of such early redemption of the Notes.

Upon redemption of the Class A Notes in accordance with Condition 7(3) (Redemption for taxation) the Issuer shall apply any Issuer Available Funds which may be applied for this purpose in accordance with the Acceleration Order of Priority to the redemption of the Class B Notes.

Sale of the Portfolios In the following circumstances: (i) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(5) (Optional redemption), (ii) in the event that the Issuer opts for the early redemption of the Notes under

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Condition 7(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(1), if the Class A Noteholders representing at least 75 per cent. of the Principal Amount Outstanding of the Class A Notes or, after full redemption of the Class A Notes, the Class B Noteholders representing at least 75 per cent. of the Principal Amount Outstanding of the Class B Notes, resolve to request 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 Representative of the Noteholders, to search for potential purchasers for all (but not only some) of the Portfolios. In addition, following the delivery of a Trigger Notice, the Representative of the Noteholders shall be entitled to sell the Portfolios. In any case neither the Issuer nor the Representative of the Noteholders will be allowed to sell the Portfolio in case a bankruptcy or similar proceeding has been commenced against the Issuer or in any other case such a sale would be prohibited under Italian law. Should such a sale of the Portfolios take place, the proceeds of such sale shall be treated by the Issuer as theIssuer Available Funds and as from the immediately subsequent Payment Date shall be applied to payments due to be made by the Issuer according to the Acceleration Order of Priority.

The Portfolios The principal source of payment of interest and principalon the Notes will be the recoveries and collections made in respect of the Claims arising under the following portfolios purchased by the Issuer pursuant to the Transfer Agreements.

"Portfolio No. 1" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Mediocredito Trentino A.A. pursuant to the relevant Transfer Agreement.

"Portfolio No. 2" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC di Cherasco pursuant to the relevant Transfer Agreement.

"Portfolio No. 3" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Aldeno e Cadine pursuant to the relevant Transfer Agreement.

"Portfolio No. 4" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Lavis pursuant to the relevant Transfer Agreement.

"Portfolio No. 5" means the monetary claims and connected rights arising under the Loans transferred to the

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Issuer by Cassa Rurale Pergine pursuant to the relevant Transfer Agreement.

"Portfolio No. 6" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Centromarca Banca pursuant to the relevant Transfer Agreement.

"Portfolio No. 7" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Alto Garda pursuant to the relevant Transfer Agreement.

"Portfolio No. 8" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Pinetana Fornace Seregnanopursuant to the relevant Transfer Agreement.

"Portfolio No. 9" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Adamello-Brenta pursuant to the relevant Transfer Agreement.

"Portfolio No. 10" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale di Rovereto pursuant to the relevant Transfer Agreement.

"Portfolio No. 11" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement.

"Portfolio No. 12" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Centrofiemme Cavalese pursuant to the relevant Transfer Agreement.

"Portfolio No. 13" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Banca di Cavola e Sassuolo pursuant to the relevant Transfer Agreement.

"Portfolio No. 14" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Folgaria pursuant to the relevant Transfer Agreement.

Segregation of the Issuer's Rights The Notes have the benefit of the provisions of Article 3 of the Securitisation Law, pursuant to which the Issuer's Rights are segregated by operation of law from the Issuer's other assets. Both before and after a winding-up of the Issuer, amounts deriving from the Issuer's Rights will be available exclusively for the purpose of satisfying the Issuer's obligations to the Noteholders, the Other Issuer

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Creditors and any other third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer in relation to the securitisation of the Portfolios and to the corporate existence and good standing of the Issuer.

The Issuer's Rights may not be seized or attached in any form by creditors of the Issuer other than the 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 corporate existence and good standing of the Issuer, until full redemption or cancellation of the Notes and full discharge by the Issuer of its obligations vis-à-vis the Other Issuer Creditors and any such third party.

Pursuant to the terms of the Intercreditor Agreement, the Issuer has granted irrevocable instructions to the Representative of the Noteholders, upon the Notes becoming due and payable following the delivering of a Trigger Notice, to exercise, in the name and on behalf of the Issuer, all the Issuer's rights, powers and discretions under the Transaction Documents and generally to take such actions in the name and on behalf of the Issuer as the Representative of the Noteholders may deem necessary to protect the interests of the Issuer, the Noteholders and the Other Issuer Creditors in respect of the Issuer's Rights. Such instructions are governed 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 Aaa by the Rating Agency. No rating will be assigned to the Class B Notes.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation.

Taxation A Class A Noteholder (as defined below) who is resident for tax purposes in a country which does not allow for a satisfactory exchange of information, without a permanent establishment in Italy to which the Class A Notes are effectively connected, will receive amounts of interest payable on the Class A Notes net of Italian withholding tax referred to as a substitute tax (any such withholding or deduction for or on account of Italian tax under Decree 239, a "Decree 239 Withholding").

Upon the occurrence of any withholding for or on account of tax, whether or not through a substitute tax, from any payments of amounts due under the Notes, neither the Issuer, the Representative of the Noteholders, the Paying Agents nor any other person shall have any obligation to pay any additional amount to any Noteholders. See "Taxation", below.

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Listing and admission to trading of the Class A Notes

Application has been made to the Irish Stock Exchange for the Class A Notes to be admitted to the Official List and trading on its regulated market. No application has been made to list the Class B Notes on the Irish Stock Exchange or on any other stock exchange.

Governing Law The Notes will be governed by Italian law.

TRANSACTION DOCUMENTS

The Transfer Agreements Pursuant to 14 transfer agreements entered into on the Initial Execution Date each between the Issuer and the relevant Originator (each a "Transfer Agreement"), each Originator sold to the Issuer without recourse (pro soluto)pursuant to Articles 1 and 4 of the Securitisation Law, all the monetary claims and connected rights arising under the Loans originated by each of the Originators, which met certain objective criteria. See for further details "Description of the Transfer Agreements", below.

The Warranty and Indemnity Agreement

Pursuant to a warranty and indemnity agreement entered into on the Initial Execution Date between the Issuer and the Originators (the "Warranty and Indemnity Agreement"), each of the Originators gave certain representations and warranties to the Issuer with regards to, inter alia, the relevant Claims sold by it to the Issuer. Each Originator furthermore agreed to indemnify and hold harmless the Issuer in respect of certain liabilities of the Issuer incurred in connection with the purchase and ownership of the Claims. Pursuant to the Warranty and Indemnity Agreement, the Issuer may, in specific limited circumstances relating to a breach of representations in relation to the Loans, require the relevant Originator to repurchase certain Claims. The Warranty and Indemnity Agreement is governed by Italian law. See for further details "Description of the Warranty and Indemnity Agreement", below.

The Servicing Agreement Pursuant to a servicing agreement entered into on the Initial Execution Date, as amended on the Signing Date, between the Issuer and each of the Originators (the "Servicing Agreement"), the Issuer appointed 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 relevant Portfolio and to verify, among other things, that the payment services to be provided under the Cash Administration and Agency Agreement comply with Italian law. Under a back-up servicing agreement between the Issuer, the Back-Up Servicer, the Representative of the Noteholders and the Servicers (the "Back-up Servicing Agreement") entered into on or prior to Issue Date, Cassa Centrale has agreed that, should any of the Servicers cease to act as servicer of

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the relevant Portfolio upon the occurrence of certain circumstances, it will itself service such Portfolio on the same terms as provided for in the Servicing Agreement.

"Loans" means, from time to time, the aggregate of the loans comprised in the Portfolios, the Claims in respect of which have been transferred to the Issuer in accordance with the Transfer Agreements and "Loan" means any one of these.

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

Under the Servicing Agreement, each Servicer is required to transfer the Collections into the relevant Transitory Collection and Recoveries Account on the Business Day immediately following their receipt from the relevant borrower.

Collections in respect of the Loans will be calculated by reference to successive six-month periods (each, a "Collection Period"). Each Collection Period will commence on (and exclude) a Collection Date and end on (but include) the next succeeding Collection Date, and, in the case of the first Collection Period, will commence on the Valuation Date (included) and end on 31 March 2011(included). "Collection Date" means 31 March, and 30 September of each year. The first Collection Date is 31 March 2011.

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

The Cash Administration and Agency Agreement

Pursuant to a cash administration and agency agreement entered into on the Signing Date (the "Cash Administration and Agency Agreement"), the Issuer shall appoint, among others: (i) Deutsche Bank AG, London Branch, as Computation Agent, Principal Paying Agent, Agent Bank, Cash Manager and English Transaction Bank; (ii) Deutsche Bank S.p.A as Transaction Bank and Italian Paying Agent; and (iii) Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.as Operating Bank. Under the Cash Administration and Agency Agreement: (i) the Principal Paying Agent and the Italian Paying Agent will perform certain services in relation to the Notes, including arranging for the payment of principal and interest to the Monte Titoli Account Holders; (ii) the Agent Bank will calculate the amount of interest payable on the Class A Notes; (iii) the Computation Agent will provide the Issuer with other calculations in respect of the Notes and to set out, in a payment report, the payments due to be made, inter alia, under the Notes on each Payment Date; and (iv) the Operating Bank, the Transaction Bank, the English

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Transaction Bank and the Cash Manager will provide certain cash administration and investment services, in respect of the amounts standing from time to time, to the credit of the relevant Accounts. See for further details "Description of the other Transaction Documents", below.

The Liquidity Agreement Pursuant to a liquidity agreement entered into on the Signing Date (the "Liquidity Agreement") between the Issuer and each Originator as a Liquidity Provider, the Liquidity Providers shall make available to the Issuer revolving liquidity facilities in the aggregate maximum amount of Euro 25,656,000.00 (the "Maximum Commitment Amount") divided as follows between Mediocredito Trentino A.A. Euro 10,375,000, Banca di Credito Cooperativo di Cherasco Euro 3,731,000, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo Euro 1,606,000, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo Euro 1,443,000, Cassa Rurale di Pergine Banca di Credito Cooperativo Euro 1,395,000, Centromarca Banca Credito Cooperativo Euro 1,231,000, Cassa Rurale Alto Garda Banca di Credito Cooperativo Euro 1,263,000, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo Euro 921,000, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo Euro 719,000, Cassa Rurale di Rovereto Banca di Credito Cooperativo Euro 840,000, Banca Alto Vicentino Credito Cooperativo Schio Euro 705,000, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo Euro 570,000, Banca di Cavola e Sassuolo Credito Cooperativo Euro 341,000 and Cassa Rurale di Folgaria Banca di Credito Cooperativo Euro 516,000;(each of the amounts, a "Single Provider Maximum Commitment Amount").

The obligation of the Issuer to pay interest and reimburse the principal amounts outstanding under the Liquidity Agreement to each of the Liquidity Providers will be limited recourse to the relevant Single Portfolio Available Funds, or in the event that the Cross Collateral Order of Priority or the Acceleration Order of Priority becomes applicable, to the Issuer Available Funds (together with the obligation to pay interest and repay the principal amounts outstanding under the Liquidity Agreement to the other Liquidity Providers). See for further details "Description of the other Transaction Documents", below.

Limited Recourse Loan Agreement Pursuant to a limited recourse loan agreement entered into on the Signing Date (the "Limited Recourse Loan Agreement") between the Issuer, the Limited Recourse Loan Providers, the Transaction Bank, the Cash Manager and the Operating Bank, each Limited Recourse Loan Provider will grant the Issuer a Limited Recourse Loan up to a specified amount by means of advancing Italian treasury bonds (Titoli di Stato) (the "Securities") to the Issuer. The Securities will be credited to the relevant

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Securities Account to be held with the Transaction Bank, by each Limited Recourse Loan Provider.

The Limited Recourse Loan may be used by the Issuer as an alternative to the facility granted under the Liquidity Agreement, where the Issuer Available Funds or the Single Portfolio Available Funds, as applicable, are not sufficient to enable the Issuer to meet its payment obligations to the Class A Noteholders and to cover any costs relating to the Transaction which rank in priority to the Class ANoteholders pursuant to the applicable Order of Priority. The Securities credited by each Limited Recourse Loan Provider may be sold by the Cash Manager and the relevant proceeds used on each Payment Date only in an amount equal to the Advances that should be paid by it in its capacity as Liquidity Provider on the same Payment Date and provided that: (i) such Liquidity Provider has not notified in writing its intention to pay the owed Advances, and (ii) such Liquidity Provider has not provided the owed Advances in accordance with the terms and conditions of the Liquidity Agreement. After an amount of Securities being used on a Payment Date, the obligation of the relevant Liquidity Provider to provide Advances under the Liquidity Agreement shall be extinguished for a corresponding amount. See for further details "Description of the other Transaction Documents", below.

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 own behalf and as agent for the Noteholders), the Corporate Servicer, the Agent Bank, the Transaction Bank, the English Transaction Bank, the Operating Bank, the Computation Agent, the Servicers, the Back-up Servicer, the Swap Counterparties, the Paying Agents, the Liquidity Providers, the Limited Recourse Loan Providers, the Stichting Corporate Services Provider, the Cash Manager, the Originators (with the exception of the Issuer and the Noteholders, the "Other Issuer Creditors"), the Other Issuer Creditors have agreed to the limited recourse nature of the obligations of the Issuer and to the Order of Priority described below. See for further details "Description of the other Transaction Documents", below.

The Italian Deed of Pledge Pursuant to an Italian law deed of pledge to be executed on or around the Issue Date (the "Italian Deed of Pledge"), the Issuer will create in favour of the Issuer Secured Creditors concurrently with the issue of the Notes, a pledge over (i) all monetary claims and rights and all the amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled from time to time pursuant to the Transfer Agreements, the Servicing Agreement, the Back-up Servicing Agreement, the Warranty and

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Indemnity Agreement, the Corporate Services Agreement, the Stichting Corporate Services Agreement, the Intercreditor Agreement, the Cash Administration and Agency Agreement (other than in respect of certain provisions of the Cash Administration and Agency Agreement which are governed by English law), the Quotaholder's Agreement, the Liquidity Agreement, the Limited Recourse Loan Agreement and the Notes Subscription Agreement; (ii) a pledge over the Securities deposited from time to time in the Securities Account; and (iii) a pledge over the positive balance of the Accounts (other than the Expenses Account, the Quota Capital Account, the Investment Account and the Principal Amortisation Reserve Accounts).

See for further details "Description of the other Transaction Documents", below.

The English Deed of Charge Pursuant to a deed of charge and assignment governed by English law and executed by the Issuer on the Signing Date (the "English Deed of Charge and Assignment" and together with the Italian Deed of Pledge, the "Security Documents"), the Issuer has assigned absolutely and to the effect not effectively assigned, has charged by way of first fixed security in favour of the Representative of the Noteholders (in its capacity as security trustee thereunder) on its own behalf and on behalf of the Noteholders and the Other Issuer Creditors, all the Issuer's rights, title, interest and benefit (present and future) in, to and under (i) the Swap Agreements, the English-law governed provisions of the Cash Administration and Agency Agreement and all future contracts, agreements, deeds and documents governed by English law to which the Issuer may become a party in relation to the Notes, the Claims and the Portfolios and (ii) the English Investment Account and any other English Accounts which the Issuer may open from time to time, and has 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 which are not subject to effective security created pursuant to the other clauses of the English Deed of Charge and Assignment 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 on the Signing Date between the Issuer and the Corporate Servicer (the "Corporate Services Agreement"), the Corporate Servicer will provide the Issuer with certain corporate administration and management services. See for further details "Description of the other Transaction Documents" below.

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The Notes Subscription Agreement Pursuant to a subscription agreement entered into on the Signing Date between the Issuer, the Representative of the Noteholders and the Originators (the "Notes Subscription Agreement"), the Originators shall subscribe for the Notes and pay to the Issuer the Issue Price for the Notes and shall appoint the Representative of the Noteholders to act as the representative of the Noteholders, subject to the conditions set out therein. The Notes Subscription Agreement will be governed by and construed in accordance with Italian Law. See for further details "Description of the other Transaction Documents", below.

The Quotaholder's Agreement Pursuant to the terms of a quotaholder's agreement dated the Signing Date between the Quotaholder, the Issuer and the Representative of the Noteholders (the "Quotaholder's Agreement"), certain rules shall be set out in relation to the corporate governance of the Issuer. See for further details "Description of the Other Transaction Documents", below.

The Swap Agreement In order to hedge the interest rate exposure of the Issuer in relation to its floating rate obligations under the Class A Notes, the Issuer will enter into 3 swap transactions (each a "Swap Transaction" and together the "Swap Transactions") with a Swap Counterparty in each case on or prior to the Issue Date. Such Swap Transactions will be governed by an International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreement (Multicurrency-Cross Border), together with a Schedule and a credit support annex (together the "Master Agreement") and each Swap Transaction will be documented pursuant to a swap confirmation (each a "Swap Confirmation" and together with the Master Agreement, the "Swap Agreement"). See for further details "Description of the other Transaction Documents", below.

Governing Law All the Italian Law Transaction Documents (save for certain provisions of the Cash Administration and Agency Agreement which are governed by English law) are or will be governed by Italian Law. The English Law Transaction Documents are or will be governed by English Law. See for further details "Description of the other Transaction Documents", below.

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TRANSACTION DIAGRAM

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THE PORTFOLIOS

The Portfolios purchased by the Issuer comprise debt obligations arising out of residential and commercial mortgage loans which either qualify as (i) mutui ipotecari, (ii) mutui fondiari and (iii) mutui agrari classified as performing (in bonis) by the relevant Originator. The possibility 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 structural features of the Securitisation and the arrangements entered into or to be entered into in accordance with the Transaction Documents) demonstrate capacity to produce funds to service any payments due and payable on the Class A Notes in accordance with the Conditions. However, regard should be had both to the characteristics of the Portfolios and the other assets and rights available to the Issuer under the Securitisation and the risks to which the Issuer and the Noteholders may be exposed. Prospective holders 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 at the Valuation Date, as well as on the basis of further specific objective criteria (the "Specific Criteria") as at the Extraction Date. The Criteria are as follows:

General Criteria

(i) Mortgage Loans arising from Mortgage Loan Agreements which provide for a "French" reimbursement plan, i.e. a progressive reimbursement method according to which each Instalment has a fixed amount divided into a quota capital constantly increasing to reimburse the loan and an interest quota;

(ii) Mortgage Loans denominated in Euro;

(iii) Mortgage Loans secured by Real Estates located in the territory of the Republic of Italy;

(iv) Mortgage Loans with reference to which at least an Instalment was due and has been paid;

(v) Mortgage Loans (1) which, save for the last Instalment due before the Valuation Date, do not hold due and unpaid Instalments; and (2) whose last Instalment due but unpaid before the Valuation Date, has not been due for more than 15 days after the date on which payment was due;

(vi) Mortgage Loans fully granted;

(vii) Mortgage Loans whose relevant Borrowers, as at the Valuation Date, are individuals resident in Italy or legal entities incorporated pursuant to Italian law and having their registered office in Italy;

(viii) Mortgage Loans which provide for monthly, quarterly or semi-annually Instalments;

Provided, however, that receivables arising from Mortgage Loans which, even though comply as of the Valuation Date with the above mentioned characteristics, have (or as at the different specified date wit reference to the relevant General Criteria) one or more of the following characteristics are excluded:

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(ix) mortgage loans granted to individuals who are employees of the Originator;

(x) Mortgage Loans disbursed by more than one lending institution;

(xi) Mortgage Loans in pre-amortisation period;

(xii) Mortgage Loans which provide the payment of a final higher Instalment on their final maturity date;

(xiii) Mortgage Loans granted to Borrowers who have, towards the Originator, defaulted loans (crediti in sofferenza) or impaired claim (crediti incagliati) according to the supervisory provisions of the Bank of Italy;

(xiv) Mortgage Loans deriving from Mortgage Loan Agreements (a) which contractually provide for the possibility of the Borrower to choose the applicable index rate or (b) in relation to which the Borrower may modify from fixed to floating or vice versa the applicable interest rate;

(xv) Mortgage Loans deriving from Mortgage Loan Agreements which provide, through the duration of the relevant Mortgage Loan Agreement, (a) the automatic change from floating to fixed the applicable interest rate, or (b) the automatic change of the index rate;

(xvi) Mortgage Loans in relation to which the relevant Borrower (i) has sent the relevant Originator a notice of acceptance of a renegotiation proposal; or (ii) has accepted, through any of the branches of the Originator, the relevant proposal of renegotiation pursuant to law decree No. 93/2008 as amended by Law 126/2008 and by the agreement entered into on 19 June 2008 between the Italian Banking Association (ABI) and the Ministry of Economy and Finance;

(xvii) Mortgage Loans in relation to which the Originator has received from the Borrower the request of suspension of payment of the Instalments in accordance with and pursuant to the agreement between ABI and the Ministry of Economy and Finance.

Specific Criteria

(1) CASSA RURALE DI ALDENO E CADINE

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 75,000 (seventy five thousand/00) and lower than Euro 461,000 (four hundred sixty-one thousand/00), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to Euribor 3M only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted before 1st November 2008;

(v) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

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(vi) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(vii) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(viii) Mortgage Loans with a fixed interest rate;

(ix) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(x) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(xi) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(2) CASSA RURALE ALTO GARDA

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 90,000 (ninety thousand) and lower than Euro 450,000 (four hundred and fifty thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 3M or (b) Euribor 6M only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted before 1st September 2008;

(v) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(vi) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

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(vii) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(viii) Mortgage Loans with a fixed interest rate;

(ix) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(x) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(xi) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(3) CASSA RURALE ADAMELLO BRENTA

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principalamount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 50,000 (fifty thousand) and lower than Euro 400,000 (four hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 3 M or (b) Euribor 6 M only;

(iii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iv) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(v) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vi) Mortgage Loans with a fixed interest rate;

(vii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(viii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage

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ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(ix) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(4) CASSA RURALE CENTROFIEMME CAVALESE

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 20,000 (twenty thousand) and lower than Euro 410,000 (four hundred and ten thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iii) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(iv) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(v) Mortgage Loans with a fixed interest rate;

(vi) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(vii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(viii) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(5) CASSA RURALE DI FOLGARIA

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the

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same Originator) higher than Euro 20,000 (twenty thousand) and lower than Euro 400,000 (four hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 3M or (b) Euribor 6M only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(v) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(vi) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vii) Mortgage Loans with a fixed interest rate;

(viii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(ix) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(x) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(6) CASSA RURALE DI LAVIS VALLE DI CEMBRA

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 20,000 (twenty thousand) and lower than Euro 460,000 (four hundred and sixty thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 1M (b) Euribor 3M or (c) Euribor 6M only;

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(iii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iv) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(v) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vi) Mortgage Loans with a fixed interest rate;

(vii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(viii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(ix) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(7) CASSA RURALE DI PERGINE

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 20,000 (twenty thousand) and lower than Euro 400,000 (four hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 3M or (b) Euribor 6M only;

(iii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iv) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any

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subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(v) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vi) Mortgage Loans with a fixed interest rate;

(vii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(viii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(ix) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(8) CASSA RURALE DI ROVERETO

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 65,000 (sixty five thousand) and lower than Euro 250,000 (two hundred and fifty thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 1M; or (b) Euribor 3M; or (c) Euribor 6M only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(v) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(vi) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vii) Mortgage Loans with a fixed interest rate;

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(viii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(ix) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(x) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(9) CASSA RURALE PINETANA FORNACE E SEREGNANO

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 20,000 (twenty thousand) and lower than Euro 340,000 (three hundred and forty thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to a different interest rate from the "ECB interest rate" only;

(iii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iv) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(v) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(vi) Mortgage Loans with a fixed interest rate;

(vii) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy,applicable from time to time;

(viii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the

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following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(ix) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(10) BCC CHERASCO

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 40,000 (forty thousand) and lower than Euro 500,000 (five hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 3M; or (c) Euribor 6M only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted before 1st September 2008;

(v) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(vi) Mortgage Loans granted by BCC del Genovese, taken over by BCC Cherasco through a merger executed on 19 June 2008, No. 48624, Folder 9993;

(vii) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(viii) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(ix) Mortgage Loans with a fixed interest rate;

(x) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(xi) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

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(xii) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(11) BCC DI CAVOLA E SASSUOLO

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 50,000 (fifty thousand) and lower than Euro 400,000 (four hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(iii) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(iv) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(v) Mortgage Loans with a fixed interest rate;

(vi) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(vii) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(viii) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(12) BCC ALTO VICENTINO

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 60,000 (sixty thousand) and lower than Euro 300,000 (three hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to Euribor 3M only;

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(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted before 1st January 2009;

(v) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(vi) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(vii) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(viii) Mortgage Loans with a fixed interest rate;

(ix) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(x) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Assetarising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(xi) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(13) CENTROMARCA BANCA

(i) Mortgage Loans in relation to which the relevant Debtors have an aggregate principal amount outstanding (which include any other mortgage loans granted to them by the same Originator) higher than Euro 80,000 (eighty thousand) and lower than Euro 500,000 (five hundred thousand), excluding any claims due to the same Originator which have been securitized within other securitization transactions;

(ii) Mortgage Loans parameterized to (a) Euribor 1M; or (b) Euribor 3M; or (c) Euribor 6M, only;

(iii) Mortgage Loans in relation to which there has not been any delay in the payment of one or more Instalments, for any longer than 15 (fifteen) days;

(iv) Mortgage Loans granted to individuals that, in compliance with the selection criteria set forth by the circular letter of the Bank of Italy No. 140 of 11 February 1991 (as

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subsequently amended), fall within the SAE activity sectors (settore di attività economica) No. 600 ("famiglie consumatrici"), No. 614 ("artigiani") or No. 615 ("altre famiglie produttrici");

Excluding:

(v) Mortgage Loans granted to shareholders (soci) of Centromarca Banca;

(vi) Mortgage Loans arising from subsidized contracts, whose subsidies supported either principal and/or interest payments, pursuant to any provisions of Italian law, and which have been granted by a third party in favour of the Borrower, save for any subsidy from the central government as set forth by article 2 of Law Decree 29 November 2008, No. 185, as converted into law by Law 28 January 2009, No. 2;

(vii) Mortgage Loans which qualify as "mutui agrari" pursuant to article 43 of the Banking Act;

(viii) Mortgage Loans with a fixed interest rate;

(ix) Mortgage Loans whose receivables have been qualified by the Originator as "incagliati", pursuant to the supervisory provisions enacted by the Bank of Italy, applicable from time to time;

(x) Mortgage Loans in relation to which the ratio between (i) the sum of the principal amount outstanding of such Mortgage Loan and any other loan secured by a mortgage ranking higher on the same Real Estate Asset as at the Valuation Date and (ii) the lower of (a) the value of the Mortgage and (b) the value of the Real Estate Asset arising from the valuation made as at the date of perfection of the agreement or the following valuation made by the relevant Originator pursuant to Basel II, is lower than 80%;

(xi) Mortgage Loans in relation to which payments of the Instalments are not made by direct debit on a bank account.

(14) MEDIOCREDITO TRENTINO ALTO ADIGE

(i) (a) Mortgage Loans granted in accordance with article 41 of the law of the Province of Trento No. 4, dated 28 March 2003 ("Sostegno dell'economia agricola, disciplina biologica e della contrassegnazione di prodotti geneticamente non modificati"), excluding those Mortgage Loans granted in favour of the Borrowers which have a principal amount outstanding, relating to agricultural loans granted pursuant to article 41 of the law of the Province of Trento No. 4, dated 28 March 2003 in favour of the relevant Originator lower than Euro 30,000 (thirty thousand/00) and higher than Euro 1,000,000 (one million/00), excluding any claims owed to the Originator and transferred by the latter within another securitization transaction; or (b) Mortgage Loans characterized by the following distinctive elements; Loan No. 01/51/21379, granted in favour of customer No. 816760; Loan No. 01/51/23255, granted in favour of customer No. 816760; Loan No. 09/51/25343, granted in favour of customer No. 843175; Loan No. 10/51/22151, granted in favour of customer No,. 851504; Loan No. 10/51/11049, granted in favour of customer No. 851504; Loan No. 02/51/25292, granted in favour of customer No. 859125; Loan No. 02/51/22075, granted in favour of customer No. 859401; Loan No. 01/51/24250, granted in favour of customer No. 861817; Loan No. 02/51/22959, granted in favour of customer No. 862178; Loan No. 05/51/25100, granted in favour of customer No. 869017.

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Main characteristics of the Portfolios

The following tables describe the characteristics of the Portfolios as an aggregate and of the single Portfolios compiled from information provided by the Originators in connection with the acquisition of the Claims by the Issuer on 4 December 2009. The information in the following tables reflects the position as at the relevant Valuation Date. The characteristics of the Portfolios as at the Issue Date may vary from those set out in the tables as a result, inter alia, of repayment or repurchase of Mortgage Loans prior to the Issue Date.

General Criteria of the Portfolio

Statistic Unit of Measurement Value

Origination through Brokers % 0

Client Status 90 (performing) % 100

French Amortization % 100

(Economic) First Rank Mortgage % 100

Total Portfolio Key Statistics

Statistic Unit of Measurement Value

Number of Mortgage Loans # 3,616

Number of Borrowers # 3,391

Total Current Balance € 425,286,884

Total Original Balance € 548,114,894

Minimum Current Balance € 18,170

Average Current Balance € 117,613

Maximum Current Balance € 4,039,900

Minimum Original Balance € 22,000

Average Original Balance € 151,580

Maximum Original Balance € 5,000,000

WA CLTV % 51.25

WA OLTV % 62.44

WA Seasoning years 3.51

WA Residual Term years 15.34

WA Maturity years 18.85

WA Spread (only for floating) % 1.06

WA Interest Rate % 3.34

Top 1/10/50 Loans % 0.95 / 5.75 / 10.54

Top 1/10/50 Borrowers % 1.46 / 6.15 / 11.25

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Product Type Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Residential Mortgage Loans

2779 76.85% 308,715,988 72.59% 18,170 111,089 492,008

"Agrari Agevolati" Mortgage Loans 827 22.87% 92,132,552 21.66% 30,076 111,406 808,732

Commercial Mortgage Loans

10 0.28% 24,438,344 5.75% 906,913 2,443,834 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Originator Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Mediocredito Trentino Alto Adige

837 23.15% 116,570,896 27.41% 30,076 139,272 4,039,900

Banca di Credito Cooperativo di Cherasco 707 19.55% 75,377,171 17.72% 27,503 106,616 452,142

Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo

351 9.71% 29,150,604 6.85% 18,170 83,050 456,138

Cassa Rurale di Pergine Banca di Credito Cooperativo

271 7.49% 28,173,502 6.62% 18,914 103,961 383,983

Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo

253 7.00% 32,446,607 7.63% 19,048 128,247 447,418

Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo

222 6.14% 18,605,178 4.37% 20,320 83,807 330,181

Centromarca Banca Credito Cooperativo 203 5.61% 24,865,599 5.85% 19,816 122,491 492,008

Cassa Rurale Alto Garda Banca di Credito Cooperativo

160 4.42% 25,510,642 6.00% 88,831 159,442 445,878

Cassa Rurale di RoveretoBanca di Credito Cooperativo

148 4.09% 16,975,632 3.99% 24,828 114,700 242,032

Cassa Rurale Adamello -Brenta Banca di Credito Cooperativo

122 3.37% 14,528,761 3.42% 51,863 119,088 376,046

Banca Alto Vicentino Credito Cooperativo Schio

115 3.18% 14,236,312 3.35% 62,903 123,794 288,913

Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo

89 2.46% 11,517,625 2.71% 22,067 129,412 396,389

Cassa Rurale di Folgaria Banca di Credito Cooperativo

89 2.46% 10,432,184 2.45% 21,143 117,216 394,155

Banca di Cavola e Sassuolo Credito Cooperativo

49 1.36% 6,896,171 1.62% 40,499 140,738 395,793

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Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Geographical Area Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

North Total 3603 99.64% 417,652,820 98.20% 18,170 115,918 4,039,900

Centre Total 8 0.22% 7,124,495 1.68% 29,277 890,562 3,625,210

South Total 5 0.14% 509,568 0.12% 37,701 101,914 177,427

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

CLTV Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0% - 5% 3 0.08% 142,103 0.03% 23,146 47,368 93,386

5% - 10% 44 1.22% 3,001,737 0.71% 18,170 68,221 906,913

10% - 15% 106 2.93% 9,205,242 2.16% 18,940 86,842 3,625,210

15% - 20% 154 4.26% 9,404,044 2.21% 18,914 61,065 312,749

20% - 25% 214 5.92% 15,065,276 3.54% 19,088 70,398 286,032

25% - 30% 218 6.03% 19,907,283 4.68% 20,793 91,318 2,795,757

30% - 35% 282 7.80% 26,488,279 6.23% 23,541 93,930 408,862

35% - 40% 288 7.96% 35,424,650 8.33% 27,391 123,002 4,039,900

40% - 45% 336 9.29% 38,522,874 9.06% 32,102 114,651 2,536,193

45% - 50% 312 8.63% 38,023,788 8.94% 31,265 121,871 1,614,154

50% - 55% 301 8.32% 36,537,762 8.59% 29,218 121,388 808,732

55% - 60% 295 8.16% 36,308,480 8.54% 39,259 123,080 658,972

60% - 65% 288 7.96% 41,313,312 9.71% 29,916 143,449 2,255,680

65% - 70% 285 7.88% 41,855,681 9.84% 30,976 146,862 1,862,332

70% - 75% 276 7.63% 40,138,560 9.44% 25,108 145,430 675,238

75% - 80% 206 5.70% 33,168,327 7.80% 32,749 161,011 787,455

80% - 85% 5 0.14% 607,832 0.14% 37,248 121,566 222,510

85% - 90% 2 0.06% 94,677 0.02% 33,162 47,339 61,515

90% - 95% 1 0.03% 76,979 0.02% 76,979 76,979 76,979

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

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OLTV Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0% - 10% 11 0.30% 645,581 0.15% 25,571 58,689 148,650

10% - 20% 89 2.46% 9,975,374 2.35% 19,880 112,083 3,625,210

20% - 30% 199 5.50% 16,259,907 3.82% 18,170 81,708 374,703

30% - 40% 297 8.21% 28,002,143 6.58% 18,940 94,283 906,913

40% - 50% 385 10.65% 48,375,870 11.37% 20,169 125,652 4,039,900

50% - 60% 628 17.37% 69,799,186 16.41% 18,914 111,145 2,590,667

60% - 70% 642 17.75% 73,340,124 17.24% 19,088 114,237 806,398

70% - 80% 913 25.25% 125,812,884 29.58% 19,816 137,802 2,536,193

80% - 90% 259 7.16% 32,525,583 7.65% 23,312 125,581 453,592

90% - 100% 98 2.71% 11,792,393 2.77% 20,793 120,331 2,255,680

100% - 110% 68 1.88% 6,380,214 1.50% 23,332 93,827 391,270

110% - 120% 16 0.44% 1,611,748 0.38% 29,780 100,734 243,036

120% - 130% 5 0.14% 375,932 0.09% 37,167 75,186 116,123

130% - 140% 4 0.11% 247,904 0.06% 48,750 61,976 77,446

140% - 150% 2 0.06% 142,042 0.03% 67,893 71,021 74,149

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Current Loan Balance Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0 - 50,000 570 15.76% 21,319,133 5.01% 18,170 37,402 49,978

50,000 - 100,000 1384 38.27% 106,136,387 24.96% 50,003 76,688 99,958

100,000 - 150,000 967 26.74% 118,463,098 27.85% 100,101 122,506 149,931

150,000 - 200,000 363 10.04% 62,663,859 14.73% 150,040 172,628 199,823

200,000 - 250,000 166 4.59% 36,880,625 8.67% 200,515 222,172 247,465

250,000 - 300,000 67 1.85% 18,356,002 4.32% 250,099 273,970 296,982

300,000 - 350,000 32 0.88% 10,323,342 2.43% 301,185 322,604 347,316

350,000 - 400,000 22 0.61% 8,270,454 1.94% 352,501 375,930 396,389

400,000 - 450,000 15 0.41% 6,364,491 1.50% 400,916 424,299 447,418

450,000 - 500,000 5 0.14% 2,326,888 0.55% 452,142 465,378 492,008

>500,000 25 0.69% 34,182,606 8.04% 525,679 1,367,304 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

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Original Loan Balance Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0 - 50,000 115 3.18% 3,746,883 0.88% 19,386 32,582 47,907

50,000 - 100,000 930 25.72% 53,201,052 12.51% 18,170 57,205 96,024

100,000 - 150,000 1248 34.51% 117,676,089 27.67% 19,048 94,292 143,865

150,000 - 200,000 678 18.75% 86,499,076 20.34% 21,568 127,580 193,132

200,000 - 250,000 296 8.19% 48,841,617 11.48% 28,688 165,005 234,871

250,000 - 300,000 150 4.15% 30,814,730 7.25% 62,982 205,432 285,023

300,000 - 350,000 76 2.10% 19,163,933 4.51% 78,876 252,157 334,218

350,000 - 400,000 37 1.02% 10,608,931 2.49% 106,883 286,728 379,657

400,000 - 450,000 23 0.64% 7,415,353 1.74% 142,969 322,407 423,735

450,000 - 500,000 15 0.41% 5,355,028 1.26% 138,921 357,002 473,007

500,000 - 750,000 29 0.80% 12,192,551 2.87% 68,007 420,433 675,238

750,000 - 1,000,000 9 0.25% 5,333,296 1.25% 189,581 592,588 808,732

>1000000 10 0.28% 24,438,344 5.75% 906,913 2,443,834 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Interest Rate Type Base Index Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Fixed Fixed 827 22.87% 92,132,552 21.66% 30,076 111,406 808,732

Floating Euribor 1 16 0.44% 1,315,127 0.31% 26,732 82,195 161,588

ECB 88 2.43% 11,345,999 2.67% 22,067 128,932 396,389

Euribor 3 1306 36.12% 165,705,281 38.96% 18,914 126,880 4,039,900

Euribor 6 1317 36.42% 150,550,508 35.40% 18,170 114,313 3,625,210

Other 62 1.71% 4,237,418 1.00% 20,320 68,345 194,080

Floating Total Floating 2789 77.13% 333,154,332 78.34% 18,170 119,453 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Spread(only for floating)

Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0% - 0.5% 4 0.14% 576,152 0.17% 21,568 144,038 287,324

0.5% - 1% 1000 35.86% 119,027,953 35.73% 19,048 119,028 2,590,667

1% - 1.5% 1408 50.48% 174,101,920 52.26% 18,914 123,652 4,039,900

1.5% - 2% 282 10.11% 30,302,828 9.10% 18,170 107,457 2,255,680

2% - 2.5% 72 2.58% 7,325,547 2.20% 19,880 101,744 401,602

2.5% - 3% 16 0.57% 1,158,484 0.35% 20,295 72,405 195,242

3% - 3.5% 5 0.18% 518,828 0.16% 56,302 103,766 187,506

3.5% - 4% 2 0.07% 142,620 0.04% 22,785 71,310 119,836

Grand Total 2789 100.00% 333,154,332 100.00% 18,170 119,453 4,039,900

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Interest Rate Floor (only for floating)

Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

CurrentBalance

No Floor 1165 41.77% 148,826,901 44.67% 18,914 127,748 4,039,900

1.5% - 2% 1 0.04% 125,375 0.04% 125,375 125,375 125,375

2% - 2.5% 3 0.11% 388,632 0.12% 89,470 129,544 162,521

2.5% - 3% 18 0.65% 2,698,793 0.81% 58,807 149,933 400,916

3% - 3.5% 675 24.20% 77,308,479 23.21% 19,088 114,531 452,142

3.5% - 4% 713 25.56% 83,586,327 25.09% 18,170 117,232 456,138

4% - 4.5% 175 6.27% 16,324,706 4.90% 18,940 93,284 291,381

4.5% - 5% 32 1.15% 3,164,126 0.95% 25,400 98,879 185,095

5% - 5.5% 4 0.14% 430,981 0.13% 45,922 107,745 195,242

5.5% - 6% 2 0.07% 180,176 0.05% 42,308 90,088 137,868

6% - 6.5% 1 0.04% 119,836 0.04% 119,836 119,836 119,836

Grand Total 2789 100.00% 333,154,332 100.00% 18,170 119,453 4,039,900

Number of months of regular payment since

previous arrear

Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

1 - 12 121 3.35% 15,848,188 3.73% 25,943 130,977 806,398

13 - 24 73 2.02% 9,739,325 2.29% 18,170 133,415 1,862,332

25 - 36 45 1.24% 5,034,710 1.18% 34,572 111,882 683,507

37 - 48 37 1.02% 3,571,106 0.84% 30,719 96,516 368,421

49 - 60 24 0.66% 2,725,135 0.64% 24,177 113,547 906,913

61 - 72 26 0.72% 1,765,219 0.42% 23,541 67,893 135,685

73 - 84 25 0.69% 2,079,847 0.49% 25,571 83,194 207,174

85 - 96 17 0.47% 1,099,248 0.26% 30,815 64,662 163,353

97 - 108 11 0.30% 506,112 0.12% 18,940 46,010 93,175

109 - 120 3 0.08% 263,827 0.06% 54,748 87,942 135,913

>121 4 0.11% 179,777 0.04% 23,312 44,944 80,058

Never in Arrear 3230 89.33% 382,474,388 89.93% 18,914 118,413 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Payment Frequency Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Monthly 2554 70.63% 289,598,358 68.09% 18,170 113,390 4,039,900

Semi-Annually 924 25.55% 117,259,668 27.57% 21,614 126,904 2,795,757

Quarterly 136 3.76% 18,234,177 4.29% 22,974 134,075 3,625,210

Annually 2 0.06% 194,682 0.05% 91,604 97,341 103,077

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

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Payment Method Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Direct Debit 2779 76.85% 308,715,988 72.59% 18,170 111,089 492,008

RID 556 15.38% 63,422,843 14.91% 30,076 114,070 2,795,757

Other 281 7.77% 53,148,053 12.50% 30,286 189,139 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Property Type Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Residential - Apartment 2202 60.90% 227,569,116 53.51% 18,170 103,347 456,138

Other 1 903 24.97% 102,335,573 24.06% 20,295 113,328 808,732

Residential - Single-Family Villa

395 10.92% 54,564,066 12.83% 21,568 138,137 492,008

Commercial 80 2.21% 28,412,035 6.68% 42,368 355,150 4,039,900

Mixed Use (Commercial and Residential)

36 1.00% 12,406,093 2.92% 52,624 344,614 3,625,210

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Loan Purpose Number of Loans

Number of Loans %

Current Balance

CurrentBalance %

Minimum Loan Current Balance

Average Loan Current Balance

Maximum Loan Current Balance

Home Purchase 2614 72.29% 290,236,431 68.24% 18,914 111,032 2,536,193

Home Restructuring/ Renovation

413 11.42% 42,996,325 10.11% 19,386 104,107 906,913

Construction 264 7.30% 38,778,834 9.12% 21,568 146,890 3,625,210

Other 181 5.01% 33,441,541 7.86% 21,195 184,760 4,039,900

Re-mortgage 92 2.54% 12,603,887 2.96% 19,880 136,999 1,862,332

Debt Consolidation 52 1.44% 7,229,866 1.70% 18,170 139,036 1,614,154

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Property Survey Type Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

Complete property survey from a third-party 2844 78.65% 342,894,756 80.63% 18,170 120,568 4,039,900

Property valuation without a survey*

489 13.52% 51,203,486 12.04% 18,914 104,711 396,389

Property valuation based on purchase price

201 5.56% 21,118,879 4.97% 19,048 105,069 447,418

Only-external property survey from a third party

82 2.27% 10,069,762 2.37% 24,828 122,802 242,032

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

1 All "Agrari Agevolati" Mortgage Loans originated by Mediocredito Trentino Alto Adige fall within this category

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SAE Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

600 2608 72.12% 285,137,152 67.05% 18,170 109,332 492,008

615 820 22.68% 95,508,729 22.46% 30,204 116,474 808,732

614 90 2.49% 11,398,994 2.68% 23,146 126,655 439,237

491 85 2.35% 8,704,019 2.05% 30,671 102,400 675,238

430 9 0.25% 20,398,444 4.80% 906,913 2,266,494 3,625,210

621 2 0.06% 63,203 0.01% 30,076 31,602 33,127

490 1 0.03% 36,442 0.01% 36,442 36,442 36,442

258 1 0.03% 4,039,900 0.95% 4,039,900 4,039,900 4,039,900

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Origination Year Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

CurrentBalance

1995 1 0.03% 65,533 0.02% 65,533 65,533 65,533

1996 6 0.17% 267,838 0.06% 30,076 44,640 78,876

1997 26 0.72% 1,082,257 0.25% 23,312 41,625 80,058

1998 31 0.86% 1,500,687 0.35% 18,914 48,409 196,687

1999 70 1.94% 3,571,620 0.84% 20,793 51,023 168,162

2000 84 2.32% 5,278,147 1.24% 20,528 62,835 262,627

2001 129 3.57% 10,559,079 2.48% 20,320 81,853 906,913

2002 208 5.75% 20,844,439 4.90% 19,088 100,214 3,625,210

2003 250 6.91% 24,716,158 5.81% 18,170 98,865 2,536,193

2004 365 10.09% 42,378,726 9.96% 20,192 116,106 2,590,667

2005 409 11.31% 46,812,000 11.01% 21,570 114,455 2,795,757

2006 582 16.10% 70,139,530 16.49% 19,816 120,515 2,211,538

2007 638 17.64% 82,097,398 19.30% 19,048 128,679 808,732

2008 592 16.37% 84,623,940 19.90% 23,430 142,946 4,039,900

2009 225 6.22% 31,349,532 7.37% 24,828 139,331 640,530

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

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Seasoning (years) Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0 - 1 317 8.77% 44,242,970 10.40% 24,828 139,568 1,614,154

1 - 2 627 17.34% 88,813,422 20.88% 21,195 141,648 4,039,900

2 - 3 640 17.70% 80,736,880 18.98% 19,048 126,151 562,454

3 - 4 538 14.88% 64,506,252 15.17% 19,816 119,900 2,211,538

4 - 5 391 10.81% 48,440,091 11.39% 21,570 123,888 2,795,757

5 - 6 338 9.35% 34,452,898 8.10% 20,192 101,932 526,420

6 - 7 245 6.78% 27,678,133 6.51% 18,170 112,972 3,625,210

7 - 8 198 5.48% 16,875,675 3.97% 19,088 85,231 906,913

8 - 9 109 3.01% 8,081,050 1.90% 20,320 74,138 286,488

9 - 10 85 2.35% 5,389,837 1.27% 20,528 63,410 262,627

10 - 11 68 1.88% 3,529,044 0.83% 20,793 51,898 196,687

11 - 12 31 0.86% 1,344,031 0.32% 18,914 43,356 112,984

>12 29 0.80% 1,196,601 0.28% 23,312 41,262 78,876

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

Residual Term (years) Number of Loans

Number of Loans %

Current Balance

Current Balance %

Minimum Loan

Current Balance

Average Loan

Current Balance

Maximum Loan

Current Balance

0 - 1 9 0.25% 1,214,488 0.29% 18,170 134,943 906,913

1 - 2 27 0.75% 1,077,310 0.25% 19,088 39,900 71,493

2 - 3 46 1.27% 6,309,068 1.48% 18,914 137,154 4,039,900

3 - 4 66 1.83% 3,713,555 0.87% 19,386 56,266 243,036

4 - 5 96 2.65% 13,607,881 3.20% 21,082 141,749 2,795,757

5 - 6 129 3.57% 9,121,285 2.14% 20,192 70,708 286,488

6 - 7 158 4.37% 20,343,055 4.78% 19,880 128,754 3,625,210

7 - 8 169 4.67% 17,093,503 4.02% 22,950 101,145 1,862,332

8 - 9 198 5.48% 18,927,064 4.45% 20,295 95,591 526,420

9 - 10 214 5.92% 21,049,261 4.95% 22,829 98,361 683,507

10 - 11 229 6.33% 25,738,207 6.05% 21,614 112,394 2,211,538

11 - 12 221 6.11% 22,840,208 5.37% 21,729 103,349 562,454

13 - 14 257 7.11% 28,248,635 6.64% 24,177 109,917 808,732

14 - 15 229 6.33% 24,724,556 5.81% 21,734 107,967 391,270

15 - 16 160 4.42% 17,008,652 4.00% 19,048 106,304 244,692

16 - 17 195 5.39% 22,870,570 5.38% 19,816 117,285 447,418

17 - 18 205 5.67% 27,196,512 6.39% 37,270 132,666 439,237

18 - 19 207 5.72% 30,344,541 7.14% 21,486 146,592 806,398

19 - 20 130 3.60% 19,995,231 4.70% 39,229 153,809 640,530

20 - 21 32 0.88% 4,357,329 1.02% 24,111 136,167 266,332

21 - 22 90 2.49% 12,087,975 2.84% 31,370 134,311 367,641

22 - 23 165 4.56% 22,116,508 5.20% 29,218 134,039 400,916

23 - 24 148 4.09% 20,609,829 4.85% 21,195 139,256 383,983

24 - 25 74 2.05% 10,450,791 2.46% 34,415 141,227 456,138

>25 162 4.48% 24,240,871 5.70% 24,828 149,635 396,389

Grand Total 3616 100.00% 425,286,884 100.00% 18,170 117,613 4,039,900

/ / 110OHS EUROPE:420072077.11

THE ISSUER

Introduction

Cassa Centrale Finance 3 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 under article 3 of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Securitisation Law") on 26 February 2007 with the name of "Gladiator S.r.l.". By way of a quotaholder's resolution held on 5 August 2009, the corporate name of the Issuer was changed from "Gladiator S.r.l." into "Cassa Centrale Finance 3 S.r.l.".

In accordance with the Issuer's by-laws, the corporate duration of the Issuer is limited to 31 December 2100 and may be extended by quotaholder's resolution. The Issuer is registered with the companies' register of Rome under number 05652970962, with the register held by the Bank of Italy pursuant to article 106 of the Banking Act under number 33370.8 and its tax identification number (codice fiscale) and VAT number is 05652970962. The registered office of the Issuer is at Largo Chigi, 5, 00187 Rome, Italy. The telephone number of the registered office is +39 06 6977571. The Issuer has no employees.

Previous securitisation

Since the date of its incorporation, the Issuer has neither engaged in any previous securitisation transactions nor in any business other than the purchase of the Claims, the entering into of the Transaction Documents and the activities ancillary thereto and has not declared or paid any dividends or incurred any indebtedness, other than the Issuer's costs and expenses of incorporation or otherwise pursuant to the Transaction Documents.

Shareholding

The authorised equity capital of the Issuer is € 10,000. The issued and paid-up equity capital of the Issuer is € 10,000 entirely held by Stichting Babele (the "Quotaholder"). No other amount of equity capital has been agreed to be issued. Pursuant to a quotaholder's agreement dated the Signing Date between the Issuer, the Representative of the Noteholders and the Quotaholder (the "Quotaholder's Agreement"), the Quotaholder has agreed certain provisions in relation to the management of the Issuer. The Quotaholder's Agreement also provides that the Quotaholder will not approve the payment of any dividends or any repayment or return of capital by the Issuer prior to the date on which all amounts of principal and interest on 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 by the Issuer and the Quotaholder in the Quotaholder's Agreement and the role of the Representative of the Noteholders are together intended to prevent any abuse of control of the Issuer. To the best of its knowledge, the Issuer is not aware of direct or indirect ownership or control apart from the Quotaholder.

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 one contemplated in this Prospectus, subject to certain conditions.

Accounting treatment of the Portfolio

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Pursuant to the Bank of Italy's regulations, the accounting information relating to the securitisation of the Claims will be contained in the explanatory notes to the Issuer's accounts (nota integrativa). The explanatory notes, together with the balance sheet and the profit and loss statements, form part of the financial statements of Italian limited liability companies (società a responsabilità limitata).

Accounts of the Issuer

The fiscal year of the Issuer begins on 1 January of each calendar year and ends on 31 December of the same calendar year with the exception of the first fiscal year which started on 26 February 2007 and ended on 31 December 2007.

Principal activities

The principal corporate objectives of the Issuer, as set out in article 3 of its by-laws (statuto), include the acquisition of monetary receivables for the purposes of securitisation transactions and the issuance of asset-backed securities.

So long as any of the Notes remains outstanding, the Issuer shall not, without the consent of the Representative of the Noteholders and as provided in the Conditions and the Transaction Documents, incur any other indebtedness for borrowed monies, engage in any activities except pursuant to the Transaction Documents, pay any dividends, repay or otherwise return any equity capital, have any subsidiaries, employees or premises, consolidate or merge with any other person, convey or transfer its property or assets to any person, or increase its equity capital.

The Issuer will covenant to observe, inter alia, those restrictions which are detailed in Condition 5 (Covenants).

Auditors

External auditors of Cassa Centrale Finance 3 S.r.l. are Reconta Ernst & Young S.p.A., Via Po 32, 00198 Rome, Italy, whose partners are members of the Consiglio Nazionale dei Dottori Commercialisti and registered in the Registro dei Revisori Contabili.

Sole director of the Issuer

The sole director of the Issuer is:

Name Address Principal activities

Umberto Dalla Zuanna

sole director

Cognola località Zell, 19, Trento, Italy

Consultant

The Issuer has no statutory auditors.

Capitalisation and indebtedness statement

The capitalisation and indebtedness of the Issuer as at the date of this Prospectus, adjusted for the issue of the Notes on the Issue Date and the execution of the Limited Recourse Loan Agreement, are as follows:

/ / 112OHS EUROPE:420072077.11

€

Issued equity capital

€ 10,000 fully paid up 10,000

Borrowings

€ 368,500,000 Class A Asset-Backed Floating Rate Notes due 2049 368,500,000

€ 23,320,896 Class B1 Asset-Backed Floating Rate Notes due 2049 23,320,896

€ 8,277,171Class B2 Asset-Backed Floating Rate Notes due 2049 8,277,171

€ 3,496,607 Class B3 Asset-Backed Floating Rate Notes due 2049 3,496,607

€ 3,150,604 Class B4 Asset-Backed Floating Rate Notes due 2049 3,150,604

€ 3,073,502 Class B5Asset-Backed Floating Rate Notes due 2049 3,073,502

€ 2,615,599 Class B6 Asset-Backed Floating Rate Notes due 2049 2,615,599

€ 2,760,642 Class B7Asset-Backed Floating Rate Notes due 2049 2,760,642

€ 2,055,178 Class B8 Asset-Backed Floating Rate Notes due 2049 2,055,178

€ 1,578,761 Class B9 Asset-Backed Floating Rate Notes due 2049 1,578,761

€ 1,775,632 Class B10 Asset-Backed Floating Rate Notes due 2049 1,775,632

€ 1,536,312 Class B11 Asset-Backed Floating Rate Notes due 2049 1,536,312

€ 1,267,625 Class B12 Asset-Backed Floating Rate Notes due 2049 1,267,625

€ 746,171 Class B13 Asset-Backed Floating Rate Notes due 2049 746,171

€ 1,132,184 Class B14 Asset-Backed Floating Rate Notes due 2049 1,132,184

€ 16,236,062 Limited Recourse Loan 16,236,062

€ 25,656,000 Liquidity Facility 25,656,000

Total Notes, Limited Recourse Loan and Liquidity Facility 467,188,946

Save for the foregoing and the Issuer's costs and expenses of incorporation and operation that have been incurred by the Issuer to date, at the Issue Date, the Issuer will not have borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees, or other contingent liabilities.

INDEPENDENT AUDITORS' REPORT

To the Sole Director of

Cassa Centrale Finance 3 S.r.l.

(formerly Gladiator S.r.l.)

We have audited the financial statements of Cassa Centrale Finance 3 S.r.l. (the "Company") as of and for the period ended December 31, 2007 comprising the balance sheet, the statement of income

/ / 113OHS EUROPE:420072077.11

and the related explanatory notes. These financial statements are the responsibility of the Company's sole director. Our responsibility is to express an opinion on these financial statements based on our audit. This report is not issued pursuant to the provisions of the Italian law, given that Cassa Centrale Finance 3 S.r.l. is not required to have an external audit according to the Italian law requirements as of art. 2409- bis and the following articles of the Italian Civil Code.

Our audit was made in accordance with auditing standards generally accepted in Italy. In accordance with such standards we planned and performed our audit to obtain the information necessary to determine whether the financial statements are materially misstated and if such financial statements, taken as a whole, may be relied upon. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements as well as assessing appropriateness and correct application of the accounting principles and the reasonableness of the estimates made by the sole director. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and the results of operations the period then ended, in accordance with Italian regulations governing financial statements.

Rome, Italy December 9, 2009

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Financial information relative to the Issuer as at 31 December 2007

Gladiator S.r.l.

Management Report on

the financial statements as at 31 December 2007

Shareholders

I hereby submit to your approval the financial statements at 31 December 2007, consisting of Balance Sheet, Profit and Loss Account and Explanatory Notes, which are closing at a profit of Euro 20 and capital and reserves totalling Euro 10,020.

The Company was incorporated on 26 February 2007 under Law No. 130/99, which, as commonly known, regulates in Italy the performance of securitization operations; the Company has applied for and obtained registration with the Registry of Financial Companies under Art. 106 of the Consolidated Banking Act, and has applied for registration with the special roll established under Art. 107 of the above-mentioned Consolidated Act.

Technical instructions for interpretation of the interim financial statements

The financial statements have been drawn up in compliance with the layout set forth in Legislative Decree No. 87 of 27 January 1992 regulating the preparation of annual and consolidated accounts of credit and financial institutions under the Directives issued by the European Union, as the Company has not yet obtained the registration with the roll of intermediaries established under Art. 107 of the Consolidated Banking Act (T.U.B.). The financial statements are drawn up in compliance with the instructions issued by Banca d'Italia with its ordinance No. 103 of 31 July 1992, published on the Official Gazette No. 186 of 8 August 1992, and with the subsequent order of Banca d'Italia dated 29 March 2000, published on the Official Gazette No. 78 of 3 April 2000, supplemented, where necessary, by the provisions of the Civil Code and other law provisions.

Although the Company was incorporated at the end of 2006, it has been registered with the Companies' Register in January 2007. 2007 is therefore the first year of operation of the Company.

Business purpose

The Company's sole business purpose is the performance of one or more credit securitization transactions under Law No. 130 of 30 April 1999 and any subsequent implementation measures (hereinafter referred to as “Law No. 130/1999”), through the acquisition for a consideration of pecuniary credits, both existing and future, identified by a common feature if these are more credits, and funded through issue (by the Company or other companies incorporated under Law No. 130/99) of securities under Art.1, Para 1, Lett. b) and 5 of Law No. 130/1999.

In compliance with the provisions of Law 130/99, credits relating to each transaction represent assets segregated from corporate assets and those relating to other transactions in all respects. For each of these separate assets, no actions taken by creditors other than the bearers of securities issued to finance the purchase of such credits are permitted. To the extent permitted by the provisions of Law

/ / 115OHS EUROPE:420072077.11

No. 130/1999, the Company may perform all financial transactions necessary to successfully complete the securitization transactions performed by it, or useful to achieve its business purpose, and reinvest in other financial assets the funds generated by the management of credits purchased, and not immediately employed to meet the rights vested in the securities issued by it as part of the securitisation of the above credits.

The Company shall not liquidate, merge or sell its assets (except as provided in the documents relating to the securitisation transactions it is involved in), nor shall it amend its deeds of incorporation until there shall be rated securities not yet expired, without having informed beforehand any rating companies involved in the specific transaction performed by it.

To the extent permitted by the provisions of Law No. 130/1999, the Company may perform all financial operations necessary to successfully complete the securitization operations performed by it, or useful, connected or necessary to achieve its business purpose, including assumption of loans and borrowings, pledges and other forms of guarantees. Also, the Company may appoint third parties for collection of credits purchased and/or provision of collection and payment services, and may transfer the credits purchased and reinvest in other financial assets (including credits having a similar nature as those being securitized) the funds generated by the management of credits purchased, and not immediately employed to meet the rights vested in the above-mentioned securities.

Treasury shares

The Company has no treasury shares.

Relations with shareholders

The share capital is broken down as follows:

100% Stichting Babele

No transactions are underway with the Company's shareholders.

Research and development activity

No specific research and development activities have been carried out.

Other information

The Company shall make the controls necessary to conform to the privacy law requirements set forth in Legislative Decree 196/2003. The above controls will be completed before any data processing.

Under Legislative Decree No. 6/2003, regulated by Art. 2497-2497-septies of the Italian Civil Code, it is hereby acknowledged that on the basis of internal controls, the Company is not subject to third parties' management and coordination.

Operations outlook

Considering its present business purpose, the management of the Company will be intended for/dedicated to the fulfilment and regular pursuance of the business purpose it was established for.

Allocation of the income for the period

Shareholders,

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I invite you to allocate the income for the year totalling Euro 20 as follows:

- Euro 1 to legal reserve;

- Euro 19 to extraordinary reserve.

Sole Director

Antonio Bertani

__________________________

Gladiator S.r.l.

BALANCE SHEET

as of 31 December 2007

(amounts stated in Euro)

2007

A.1. BALANCE SHEET

ASSETS

10. Cash at bank and in hand

20. Loans to banks

(a) at sight

30. Loans to financial institutions

40. Loans to customers

50. Bonds and other fixed-rate debt instruments

60. Shares and other variable-rate securities

70. Equity investments

80. Equity investments in related companies

90. Intangible fixed assets 1,875

of which:

- formation and expansion expenses 1,875

100. Tangible assets

110. Subscribed capital unpaid

120. Treasury shares

(with indication of their nominal value)

130. Other assets 10,510

140. Accrued income and deferred liabilities -

(a) accrued income

(b) deferred liabilities

TOTAL ASSETS 12,385

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Gladiator S.r.l.

BALANCE SHEET

as of 31 December 2007

(amounts stated in Euro)

2007

LIABILITIES, CAPITAL AND RESERVES

10. Amounts due to banks

20. Amounts due to financial institutions

40. Debts represented by debt securities on issue

(a) debenture loans

(b) other investments

50. Other liabilities 2,355

60. Accrued liabilities and deferred income

70. Employee severance indemnity

80. Provisions for risks and charges 10

of which:

80. b) provisions for taxation 10

90. Provisions for credit risks

100. Provisions for general financial risks

110. Subordinated liabilities

120. Subscribed capital 10,000

130. Premium on issue

140. Reserves

150. Revaluation reserves

160. Net income carry forward

170. Net income for the period 20

TOTAL LIABILITIES, CAPITAL AND RESERVES 12,385

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Gladiator S.rl.

PROFIT AND LOSS ACCOUNT

as of 31 December 2007

(amounts stated in Euro)

2007

A.2. PROFIT AND LOSS ACCOUNT

COSTS

10. Interest expense and similar charges

20. Commissions expense

30. Loss on financial transactions

40. Administrative expenses 15

a) staff-related costs

b) other administrative expenses 15

50. Writedown on the value of

tangible and intangible asses

60. Other operating charges

70. Amounts provided for risks and charges

80. Loan loss provision

90. Writedowns of loans and provisions

for guarantees and commitments

100. Writedown of investments

110. Extraordinary expenses

120. Increase in the provisions for general risks

130. Income tax for the period 10

140. Net income for the period 20

TOTAL COSTS 45

INCOME

10. Interest income and similar revenue 45

20. Dividends and other income:

30. Commissions income

40. Income on financial transactions

50. Writebacks of loans and provisions

for guarantees and commitments

60. Writebacks of investments

70. Other operating income

80. Extraordinary income

90. Decrease in the provision for general financial risks

100. Loss for the period

TOTAL OF INCOME 45

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GLADIATOR S.R.L.

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS FOR 2007

Corporate business

The Company was incorporated on 26 February 2007 with the sole business purpose of performing credit securitization transactions under Law No. 130 of April 30, 1999.

Layout and content of the financial statements

The financial statements, comprised of balance sheet, profit and loss account and these notes, are drawn up in compliance with Legislative Decree No. 87 of 27 January 1992, regulating the preparation of annual and consolidated accounts of credit and financial institutions under the Directive issued by the European Union, as the Company has not yet obtained the registration required under Art. 107 of the Italian Consolidated Banking Act (T.U.B.) necessary to lawfully perform securitisation transactions. The financial statements are drawn up in compliance with the instructions issued by Banca d'Italia in its ordinance No. 103 of 31 July 1992, published on the Official Gazette No. 186 of 8 August 1992, and with the subsequent order of Banca d'Italia dated 29 March 2000, published on the Official Gazette No. 78 of 3 April 2000, supplemented, where necessary, by the provisions of the Civil Code and other law provisions.

Amounts in these notes are in Euro.

PART A – VALUATION CRITERIA

SECTION 1 – DESCRIPTION OF VALUATION CRITERIA

Loans and due to credit institutions

Loans and due to credit institutions are shown at their nominal value, increased by any interest accrued as of the closing date of accounts. Loans to credit institutions indicate the expected saleable value thereof.

Intangible fixed assets

Intangible fixed assets are entered at cost and shown in the financial statements net of any amortisation applied on the basis of rates reflecting their residual useful life.

In particular, formation and expansion expenses are amortised on a straight-line basis over five years.

Other assets

Other assets are entered at their nominal value, equal to the saleable value thereof.

Other liabilities

Other liabilities are shown at their nominal value.

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Provisions for taxation

Taxes are allocated on an accrual basis of accounting; therefore they include amounts provided for taxes payable in 2007, determined on the basis of current rates and tax rules and regulations presently in force.

Income and costs

Income and costs for the year are shown based on prudence concepts and on an accrual basis of accounting for any underlying transactions.

SECTION 2 – VALUE ADJUSTMENTS IN RESPECT OF PROVISIONS FOR TAXATION

No value adjustments were made related only to tax rules.

PART B – BALANCE SHEET DATA

Amounts in the balance sheet are stated in Euro.

90. Intangible fixed assets

Asset Incorporation

26/02/2007

Increase Amortisation for the year

Balance at 31/12/2007

Formation and expansion expenses:

Amendments to the articles of association 1,875 1,875

Total 1,875 1,875

Start-up expenses have been paid by Shareholders, and the balance thereof is relating to formation expenses incurred for amendments to the articles of association attended to by the Russo – Mussumeci Notary's Office.

Since the company was not operating on the closing date of accounts, no amortisation has been calculated on these expenses.

ASSETS

130. Other assets

Other assets consist of the following:

2007

/ / 121OHS EUROPE:420072077.11

Amounts receivable from Wilmington 10,030

Pending credit notes receivable 480

Total of other assets 10,510

Amounts receivable from Wilmington are resulting from the share capital being left with them for safekeeping until the current account of the Company intended that purpose will be opened.

LIABILITIES

50. Other liabilities

2007

- Amounts owed to suppliers 480

- Pending invoices payable 1,875

GRAND TOTAL 2,355

Amounts owed to suppliers are broken down as follows:

- Fis Fiduciaria 480

Total 480

Pending invoices payable are broken down as follows:

-Notary Public Russo Mussumeci 1,875

Total 1,875

Pending invoices payable are relating to the fees to the Russo – Mussumeci Notary's Office for drawing up the deed of amendment to the articles of association.

80. Provisions for risks and charges

The balance of this item is broken down as follows:

80. b) Provisions for taxation 2007

Ires (Corporate Income Tax) 10

GRAND TOTAL 10

These are amounts provided for current taxes, Ires (Corporate Income Tax), calculated on the net income for the year.

120. Subscribed capital

Balance at 31/12/06

Formation Profit (Loss) for the financial period

Balance at 31/12/07

Share capital 10,000 10,000

Legal reserve

Net income for the period 20 20

Ner income carry forward

Capital and reserves 0 10,000 20 10,020

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The company was incorporated on 26 February 2007 under the seal of Anita Varsallona Notary Public in Rome.

The share capital is broken down into shares as required by law, as follows:

- 100% Stichting Babele, for an aggregate amount of Euro 10,000;

Regarding individual items under Capital and reserves, details on the origin, possibility of employment and distribution thereof are also provided. This is the first year of operation of the Company, therefore any employment of the aforementioned amounts in prior years is not reported.

Nature/Description Amount Possibility Available Employment of Profit

of employment portion in the previous year

for coverage of lossesfor other reasons

Subscribed capital 10.000 - -

Net income for the period 20 A,B,C 19

- Profit allocated to legal reserve 1 - -

Legend:

A: for capital increase

B: for coverage of losses

C: for distribution to shareholders

GUARANTEES, COMMITMENTS AND OFF-BALANCE-SHEET TRANSACTIONS

Guarantees granted to third parties

The Company has not granted guarantees to third parties.

Commitments

On the closing date of these accounts the company had no commitments.

Off-balance-sheet transactions

As at 31 December 2007, the Company had no off-balance-sheet transactions underway.

PART C - PROFIT AND LOSS ACCOUNT DATA

COSTS

40. Administrative expenses

Administrative expenses are broken down as follows:

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2007

- Bank commissions 15

Total 15

130. Income tax for the period

Taxes are broken down as follows:

2007

- Ires (Corporate Income Tax) for the period 10

Total 10

INCOME

10. Interest income and similar revenue

2007

- interest income 44

- rounding ups/downs 1

Total 45

The above item mainly consists of gross interest receivable accrued to capital.

PART D – OTHER INFORMATION

SECTION 1 – OTHER INFORMATION

Employees

At 31/12/2007 the Company had no personnel employed.

Directors and Statutory Auditors Fees

On the basis of the shareholders' resolution taken on 18 February 2008, in line with the proposal made by the directors holding office from time to time, no fees are owed to Directors until the conclusion of the securitisation transaction.

The Company has not a Board of Statutory Auditors.

Information on the securitization transaction

On the closing date of these accounts, the Company had no securitisation transactions underway.

Privacy

It is hereby acknowledged that the Company is carrying out the controls necessary to conform to the privacy law as set forth in Legislative Decree No. 196/2003.

The above activity will be completed within the expiry date fixed by the Privacy Authority, and will be reviewed upon completion of the securitisation transaction.

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Management and coordination

It is hereby acknowledged that the Company is not subject to the management and coordination of third parties.

Sole Director

Antonio Bertani

_____________________________

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INDEPENDENT AUDITORS' REPORT

To the Sole Director of

Cassa Centrale Finance 3 S.r.l.

(formerly Gladiator S.r.l.)

We have audited the financial statements of Cassa Centrale Finance 3 (the "Company") as of and for the year ended December 31, 2008 comprising the balance sheet, the statement of income and the related explanatory notes. These financial statements are the responsibility of the Company's sole director. Our responsibility is to express an opinion on these financial statements based on our audit. This report is not issued pursuant to the provisions of the Italian law, given that Cassa Centrale Finance 3 S.r.l. is not required to have an external audit according to the Italian law requirements as of art. 2409-bis and the following articles of the Italian Civil Code.

Our audit was made in accordance with auditing standards generally accepted in Italy. In accordance with such standards we planned and performed our audit to obtain the information necessary to determine whether the financial statements are materially misstated and if such financial statements, taken as a whole, may be relied upon. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements as well as assessing appropriateness and correct application of the accounting principles and the reasonableness of the estimates made by the sole director. We believe that our audit provides a reasonable basis for our opinion.

For our opinion on the financial statements of the prior year, which are presented for comparative purposes, reference should be made to our report dated December 9, 2009.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and the results of operations for the year then ended, in accordance with Italian regulations governing financial statements.

Rome, Italy

December 10, 2009

Financial information relative to the Issuer as at 31 December 2008

Gladiator S.r.l.

Management report on

the financial statements as at 31 December 2008

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Shareholders

I hereby submit to your approval the financial statements at 31 December 2008, consisting of Balance Sheet, Profit and Loss Account and Explanatory Notes, which are closing at a net income of Euro 53 and a quotaholders' equity totalling Euro 10,073.

The Company was incorporated on 26 February 2007 under Law No. 130/99, which, as commonly known, regulates in Italy the performance of securitization operations; the Company has applied for and obtained registration with the Registry of Financial Companies under Art. 106 of the Consolidated Banking Act, and has applied for registration with the special roll established under Art. 107 of the above-mentioned Consolidated Act.

Technical instructions for interpretation of the financial statements

The financial statements have been drawn up in compliance with the layout set forth in Legislative Decree No. 87 of 27 January 1992 regulating the preparation of annual and consolidated accounts of credit and financial institutions under the Directives issued by the European Union, as the Company has not yet obtained the registration with the roll of intermediaries established under Art. 107 of the Consolidated Banking Act (T.U.B.). The financial statements are drawn up in compliance with the instructions issued by Banca d'Italia in its ordinance No. 103 of 31 July 1992, published on the Official Gazette No. 186 of 8 August 1992, and with the subsequent order of Banca d'Italia dated 29 March 2000, published on the Official Gazette No. 78 of 3 April 2000, supplemented, where necessary, by the provisions of the Civil Code and other law provisions.

Business purpose

The Company's sole business is the performance of one or more credit securitization transactions under Law No. 130 of 30 April 1999 and any subsequent implementation measures (hereinafter referred to as “Law No. 130/1999”), through the acquisition for a consideration of pecuniary credits, both existing and future, identified by a common feature if these are more credits, and funded through issue (by the Company or other companies incorporated under Law No. 130/99) of securities under Art.1, Para 1, Lett. b) and 5 of Law No. 130/1999.

In compliance with the provisions of the aforementioned Law 130/99, credits relating to each securitisation transaction represent assets segregated from corporate assets and those relating to other transactions in all respects. For each of these separate assets, no actions taken by creditors other than the bearers of securities issued to finance the purchase of these credits are permitted. To the extent permitted by the provisions of Law No. 130/1999, the Company may perform all financial transactions necessary to successfully complete the securitization transactions performed by it, or useful to achieve its business purpose, and reinvest in other financial assets the funds generated by the management of credits purchased, and not immediately employed to meet the rights vested in the securities issued by it as part of the securitisation of the above credits

The Company shall not liquidate, merge or sell its assets (except as provided in the documents relating to the securitisation transactions it is involved in), nor shall it amend its deeds of incorporation until there shall be rated securities not yet expired, without having informed beforehand any rating companies involved in the specific transaction performed by it.

To the extent permitted by the provisions of Law No. 130/1999, the Company may perform all financial operations necessary to successfully complete the securitization transactions performed by it, or useful, connected or necessary to achieve its business purpose, including assumption of loans and borrowings, pledges and other forms of guarantees. Also, the Company may appoint third parties for collection of credits purchased and/or provision of collection and payment services, and may transfer the credits purchased and reinvest in other financial assets (including credits having a similar nature as those being securitized) the funds generated by the management of credits purchased, and not

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immediately employed to meet the rights vested in the above-mentioned securities.

Treasury shares

The Company has no treasury shares.

Relations with shareholders

The share capital is broken down as follows:

100% Stichting Babele

No transactions are underway with the Company's quotaholders.

Research and development activity

No specific research and development activities have been carried out.

Other information

The Company shall make the controls necessary to conform to the privacy law requirements set forth in Legislative Decree 196/2003. The above controls will be completed before any data processing.

Under Legislative Decree No. 6/2003, regulated by Art. 2497-2497-septies of the Italian Civil Code, on the basis of internal controls it is hereby acknowledged that the Company is not subject to third parties' management and coordination.

Operations outlook

Considering its present business purpose, the management of the Company will be intended for/dedicated to the fulfilment and regular pursuance of the business purpose it was established for.

Allocation of net income for the period

Shareholders,

I invite you to allocate the net income for the year totalling Euro 53 as follows:

- Euro 3 to legal reserve;

- Euro 50 to extraordinary reserve.

Sole Director

Antonio Bertani

____________________

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Gladiator S.r.l.

Balance Sheet

as of 31 December 2008

(amounts stated in Euro)

2008 2007

A.1. BALANCE SHEET

ASSETS

10. Cash at bank and in hand

20. Loans to banks

(a) at sight

30. Loans to financial institutions

40. Loans to customers

50. Bonds and other fixed-rate debt instruments

60. Shares and other variable-rate securities

70. Equity investments

80. Equity investments in related companies

90. Intangible fixed assets

1,875

1,875

of which:

-formation and expansion expenses 1,875 1,875

100. Tangible assets

110. Subscribed capital unpaid

120. Treasury shares

(with indication of the nominal value)

130. Other assets

15,552

10,510

140. Accrued income and deferred liabilities

- -

(a) accrued income

(b) deferred liabilities

TOTAL ASSETS

17,427 12,385

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Gladiator S.r.l.

Balance Sheet

as of 31 December 2008

(amounts stated in Euro)

2008 2007

LIABILITIES, CAPITAL AND RESERVES

10. Due to banks

20. Due to financial institutions

30. Due to customers

40. Debt securities on issue

(a) debenture loans

(b) other investments

50. Other liabilities

7,335 2,355

60. Accrued liabilities and deferred income

70. Employee severance indemnity

80. Provisions for risks and charges

19 10

of which:

80. b) provisions for taxation

19 10

90. Provisions for credit risks

100. Provisions for general financial risks

110. Subordinated liabilities

120. Subscribed capital

10,000 10,000

130. Premium on issue

140. Reserves

20

150. Revaluation reserves

160. Net income carry forward

170. Net income for the period

53 20

TOTAL LIABILITIES, CAPITAL AND RESERVES

17,427 12,385

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Gladiator

Profit and Loss Account

as of 31 December 2008

(amounts stated in Euro)

2008 2007

A.2. PROFIT AND LOSS ACCOUNT

COSTS

10. Interest expense and similar charges

20. Commissions expense

30. Loss on financial transactions

40. Administrative expenses 4,800

15

a) staff-related costs

b) other administrative expenses 4,800 15

50. Writedowns on the value of

tangible and intangible asses

60. Other operating charges 660

70. Amounts provided for risks and charges

80. Loan loss provision

90. Writedowns of loans and provisions

for guarantees and commitments

100. Writedowns of investments

110. Extraordinary expenses

120. Increase in the provisions for general risks

130. Income tax for the period 19

10

140. Net income for the period 53

20

TOTAL COSTS 5,532

45

INCOME

10. Interest income and similar revenue 72

45

20. Dividends and other income:

30. Commissions income

40. Income on financial transactions

50. Writebacks of loans and provisions

for guarantees and commitments

60. Writebacks of investments

70. Other operating income 5,460

80. Extraordinary income

90. Decrease in the provision for general financial risks

100. Loss for the period

TOTAL OF INCOME 5,532

45

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Gladiator S.r.l.

EXPLANATORY NOTES

TO THE FINANCIAL STATEMENTS FOR 2008

Corporate business

The Company was incorporated on 26 February 2007 with the sole business purpose of performing credit securitization transactions under Law No. 130 of April 30, 1999.

Layout and content of the financial statements

The financial statements, comprised of balance sheet, profit and loss account and these notes, are drawn up in compliance with Legislative Decree No. 87 of 27 January 1992, regulating the preparation of annual and consolidated accounts of credit and financial institutions under the Directive issued by the European Union, as the Company has not yet obtained the registration required under Art. 107 of the Italian Consolidated Banking Act (T.U.B.) necessary to lawfully perform securitisation transactions. The financial statements are drawn up in compliance with the instructions issued by Banca d'Italia in its ordinance No. 103 of 31 July 1992, published on the Official Gazette No. 186 of 8 August 1992, and with the subsequent order of Banca d'Italia dated 29 March 2000, published on the Official Gazette No. 78 of 3 April 2000, supplemented, where necessary, by the provisions of the Civil Code and other law provisions.

Amounts in these notes are in Euro.

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PART A – VALUATION CRITERIA

SECTION 1 – DESCRIPTION OF VALUATION CRITERIA

Loans and due to credit institutions

Loans and due to credit institutions are shown at their nominal value, increased by any interest accrued as of the closing date of accounts. Loans to credit institutions indicate the expected saleable value thereof.

Intangible fixed assets

Intangible fixed assets are entered at cost and shown in the financial statements net of any amortisation applied on the basis of rates reflecting their residual useful life.

In particular, formation and expansion expenses are amortised on a straight-line basis over five years.

Other assets

Other assets are entered at their nominal value, equal to the expected saleable value thereof.

Other liabilities

Other liabilities are shown at their nominal value.

Provisions for taxation

Taxes are allocated on an accrual basis of accounting; therefore they include amounts provided for taxes payable in 2008, determined on the basis of current rates and tax rules and regulations presently in force.

Income and costs

Income and costs for the year are shown based on prudence concepts and on an accrual basis of accounting for any underlying transactions.

SECTION 2 – VALUE ADJUSTMENTS IN RESPECT OF PROVISIONS FOR TAXATION

No value adjustments were made related only to tax rules.

PART B – BALANCE SHEET DATA

Amounts in the balance sheet are stated in Euro.

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ASSETS

90. Intangible fixed assets

Asset Incorporation

26/02/2007

Increase Amortisation for the

year

Balance at 31/12/2007

Increase Amortisation for the

year

Balance at 31/12/2008

Formation and expansion expenses:

Amendments to the articles of association

1,875 1,875 1,875

a) Total 1,875 1,875 1,875

Start-up expenses have been paid by Quotaholders, and the balance thereof is relating to formation expenses incurred for amendments to the articles of association attended to by the Russo – Mussumeci Notary's Office.

Since the company was not operating on the closing date of accounts, no amortisation has been calculated on these expenses.

130. OTHER ASSETS

Other assets consist of the following:

2008 2007

Amounts receivable from Wilmington 10,102 10,030

Pending credit notes receivable 0 480

Other amounts receivable 5,450 0

Total of other assets 15,552 10,510

Amounts receivable from Wilmington are resulting from the share capital being deposited with them for safekeeping until the current account of the Company intended that purpose will be opened.

Other amounts receivable are relating to amounts due by the Arranger of transaction, which will bear the costs of the SPE if transaction is not concluded. If transaction is concluded, then these costs will be charged to the separate portfolio.

LIABILITIES

50. OTHER LIABILITIES

2008 2007

Amounts payble to suppliers 5,260 480

Pending invoices payable 1,875 1,875

Amounts receivable from Wilmington 200 0

GRAND TOTAL 7,335 2,355

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Amounts payble to suppliers are broken down as follows:

- Fis Fiduciaria 5,260

Total 5,260

Pending invoices payable are broken down as follows:

- Notary Public Russo Mussumeci 1,875

Total 1,875

Pending invoices payable are relating to the fees to the Russo – Mussumeci Notary's Office for drawing up the deed of amendment to the articles of association.

80. PROVISIONS FOR RISKS AND CHARGES

The balance of this item is broken down as follows:

80. b) Provisions for taxation 2008 2007

Ires (Corporate Income Tax) 19 10

GRAND TOTAL 19 10

These are amounts provided for current taxes, Ires (Corporate Income Tax), calculated on the net income for the year.

120. SUBSCRIBED CAPITAL

Balance at 31/12/2007 Allocation of profit for 2007

Profit for 2008 Balance at 31/12/08

Share capital 10,000 10,000

Legal reserve 0 1 0 1

Extraordinary reserve 0 19 0 19

Net income carry forward 0 0

Net income for the period 20 (20) 53 53

Capital and reserves 10,020 0 53 10,073

The company was incorporated on 26 February 2007 under the seal of Anita Varsallona Notary Public in Rome.

The share capital is broken down into shares as required by law, as follows:

- 100% Stichting Babele, for an aggregate amount of Euro 10,000.

Regarding the possibility of distribution of reserves, reference should be made to the table below.

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Summary of employment in the prior three years

Description Amount Possibility of employment Available portion

for coverage of losses for other reasons

Profit reserves: -

Legal reserve 1 B

Extraordinary reserve 19 A,B,C 19

Other:

Net income carry forward 0 B

Non-distributable portion

Distributable portion -

Legend:

A: for capital increase

B: for coverage of losses

C: for distribution to shareholders

GUARANTEES, COMMITMENTS AND OFF-BALANCE-SHEET TRANSACTIONS

Guarantees granted to third parties

The Company has not granted guarantees to third parties.

Commitments

On the closing date of these accounts the company had no commitments.

Off-balance-sheet transactions

As at 31 December 2008, the Company had no off-balance-sheet transactions underway.

PART C - PROFIT AND LOSS ACCOUNT DATA

COSTS

40. ADMINISTRATIVE EXPENSES

Administrative expenses are broken down as follows:

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2008 2007

Tax and financial professional advice 4,800 0

Bank commissions 0 15

Total 4,800 15

60. OTHER OPERATING CHARGES

Other operating charges are broken down as follows:

2008 2007

License fees 310 0

Chamber of Commerce Annual Fees 200 0

Revenue stamps and companies' register fees 146 0

Stamp duty 4 0

Total 660 0

130. INCOME TAX FOR THE PERIOD

Taxes are broken down as follows:

2008 2007

Ires (Corporate Income Tax) for the period 19 10

Total 19 10

INCOME

10. INTEREST INCOME AND SIMILAR REVENUE

2008 2007

Interest income 72 44

Rounding ups/downs 0 1

Total 72 45

The above item mainly consists of gross interest receivable accrued to capital.

70. OTHER OPERATING INCOME

2008 2007

Charge-back to the SPE 5,450 44

Other income 10 1

Total 5,460 45

The above item mainly consists of gross interest receivable accrued to capital.

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The Balance at 31 December 2008 is mainly resulting from operating expenses and is broken down as follows:

2008

Tax and financial advisory services 4,800

License fees 310

Chamber of Commerce Annual Fees 200

Revenue stamps and companies' register fees 146

Stamp duty 4

Contingent assets (10)

Total 5,450

PART D – OTHER INFORMATION

Section 1 – Other information

Employees

At 31/12/2008 the Company had no personnel employed.

Directors and Statutory Auditors Fees

On the basis of the quotaholders' resolution taken on 18 February 2008, in line with the proposal made by the Sole Directors holding office from time to time, no fees are owed to Sole Directors until conclusion of the securitisation transaction.

The Company has no Board of Statutory Auditors.

Information on the securitization transaction

On the closing date of these accounts, the Company had no securitisation transactions underway.

Privacy

The Company will carry out the controls necessary to conform to the privacy law as set forth in Legislative Decree 196/2003. This activity will be completed before any data processing.

Management and coordination

It is hereby acknowledged that the Company is not subject to the management and coordination by third parties.

Sole Director

Antonio Bertani

___________________

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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

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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;

- the Local Federations (Federazioni);

- the National Federation (Federcasse - Federazione nazionale delle Banche di Credito

- Cooperativo (Federcasse));

- the ICCREA Group (as defined below);

- the Co-operative Credit Deposit Insurance Fund (Fondo di Garanzia dei Depositanti del

- Credito Cooperativo) ("FGD"); and

- the co-operative Bond-holders Insurance Fund (Fondo di Garanzia degli Obbligazionisti del 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 FDG. 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 theUnione 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, via ICCREA (Istituto Centrale del Credito Cooperativo), is a 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 Dg 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

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the importance of the co-operative banking system within the general, international banking system.

The ICCREA banking group (the "ICCREA Group") is registered in the roll of banking groups kept by the Bank of Italy under No. 20016 and has operated since 1995, when a significant reorganization took place which separated the credit activities (attributed to ICCREA Banca S.p.A.) and the activities of management and control of the entire ICCREA Group (which have been retained by Iccrea Holding S.p.A. in its capacity as parent company, of the ICCREA Group pursuant to article 60 of the Banking Act). The shareholders of Iccrea Holding S.p.A. are the BCCs, Federcasse, the Local Federations and the two Casse Centrali di Trento e Bolzano which operate as central cooperative banks within their respective territories.

The main activities of Iccrea Holding S.p.A. include the supervision and co-ordination of all the entrepreneurial activities carried out within the ICCREA Group and in particular the activities of:

ICCREA Banca S.p.A., Banca Agrileasing S.p.A. (which operates in the leasing sector), Aureo Gestioni S.g.r.p.A. (an asset management company), Credico Finance S.p.A (a special purpose vehicle set up for a securitisation of performing loans originated by five BCCs) and Immicra S.r.l. (a real estate company), BCC Capital (merchant bank), BCC Vita Spa (life insurance company).

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 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. As of today 293 banks are members of the FGO. As of the end of April 2007 the FGO guarantees 6022 bond issues, for a total amount of about € 19.7 billions.

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 ICCREA Banca S.p.A., the Casse Centrali of Trento and Bolzano and Banca Sviluppo S.p.A. 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:

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- 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 of a distressed BCC in favour of any acquiring bank;

- depositors' refund via the FGD up to a maximum amount of € 103,000 per depositor and provided that the overall amount of depositors' refunds does not exceed 0.80 per cent of the BCCs' bank deposits which, as at 30th June, 2008, were equal to € 538,853,730.

- Banca Sviluppo S.p.A., founded in 1999 by Iccrea Holding S.p.A. and eight large-sized BCCs, with the objective of acquiring distressed BCCs, can intervene as a very last resort.

Since 1997, the FGD has intervened to recover 40 Member Banks, through:

- the issue of 22 guarantees for a total amount of € 112,075,000 (data as at the 31st Jennuary 2009);

- 30 cash contributions for a total amount of € 37,109,230 (data as at the 31st Jennuary 2009).

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 BCC's 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 BCC's 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 of their net income for charitable purposes;

(iii) they are part of the "Co-operative Credit System" and can offer their customers a wide range of financial products and services as economics of scale.

As at 31st December 2007, the Co-operative Credit System included 442 banks and 3,926 branches, involves a high number of human resources as shown by the following data:

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(i) 878,000 shareholders;

(ii) 4,486 Presidents, Vice Presidents and Members of the Board;

(iii) 818 General Managers;

(iv) 2,313 Auditors;

(v) 5,000,000 customers;

(vi) 29,006 employees.

The BCCs' network covers 2,557 towns. As of 31st December 2007, the BCCs recorded the following:

(i) total deposits of EURO 121 billion;

(ii) total lending of EURO 105.3 billion;

(iii) shareholders' equity of EURO 15.2 billion.

1.4 The Federations

The Co-operative Credit System includes BCCs, Local Federations, the National Federation (Federcasse), Casse Centrali di Trento e Bolzano, ICCREA Holding and involves other "product companies" such as ICCREA Banca, Banca Agrileasing, Aureogestioni, etc.

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 Centres whose network covers all the Italian geographical regions.

2. CO-OPERATIVE BANKS INVOLVED IN CASSA CENTRALE FINANCE 3'S TRANSACTION

2.1 Cassa Rurale Adamello Brenta

Historical Background

Cassa Rurale Adamello Brenta ("BCC Adamello") was created as a result of a merger between two cooperative banks: CR Alto Chiese and CR Tione Ragoli Montagne in June 2006. After this merger, the bank was named with its present name. As at December 31st 2008, the bank had 4,047 shareholders and 52 employees.

Organisation

BCC Adamello's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 12 members which are currently as follows:

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Board of Directors

Antonio Maffei Chairman

Ilvio Bazzoli Vice-Chairman

Eugenio Antolini Director

Giovanni Ballardini Director

Antonello Ferrari Director

Silvia Martinelli Director

Ezio Papaleoni Director

Geremia Pretti Director

Marcello Rota Director

Ivan Simoni Director

Tania Tamburini Director

Remo Valenti 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

Rudi Serafini Deputy Auditor

Main activities and future strategies

BCC Adamello 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 BCC Adamello over the past 3 years:

Profit and Loss

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Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 6,200 7,100 7,200

Financial Margin 7,700 9,500 7,100

Administrative Costs 6,000 6,300 6,200

Extraordinary Income

Net Income for the year 1,300 2,900 400

Balance SheetAmount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 2,000 2,300 2,400

Due from banks 20,300 18,100 19,900

Loans 207,500 236,300 254,800

Bond and other securities 40,900 38,700 39,100

Total Assets 277,000 301,500 324,700

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 300 800 900

Deposits from customers 144,800 152,500 171,000Securities issued 95,200 108,200 112,500

Shareholders funds 29,200 30,300 32,800

Total Liabilities 277,000 301,500 324,700

Balance Sheet's RatiosRatios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 4.46 9.67 1.33

Net Income/Financial Margin 16.41 30.39 5.19

Interest Margin/Financial Margin 78.91 73.62 86.77

Shareholders funds/Loans 14.70 14.08 13.04

NPLs/Loans 0.36 0.38 0.40

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2.2 BCC Alto Garda

Historical Background

Cassa Rurale Alto Garda ("BCC 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 2008, the bank had 4,219 shareholders and 154 employees.

Organisation

BCC Alto Garda'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:

Board of DirectorsMODENA MARCO Chairman

GUELLA SILVIA Vice Chairman

AVANCINI ANGELO Director

BERTOLDI RENATO Director

BONORA ANNA Director

CARLONI DARIO Director

GIOVANAZZI RAFFAELE Director

GRAZIOLI MATTEO Director

MAINO ALBERTO Director

MAINO GIANLUIGI Director

MOIOLA FLAVIO Director

PARISI ENRICO Director

PEDRAZZOLI CARLO Director

TOCCOLI TULLIO Director

VICENTINI GIOVANNI Director

VIVALDELLI STEFANO Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsZAMPICCOLI ENZO Chairman

ZAMBOTTI MICHELA Auditor

BRESCIANI LEONARDO Auditor

MALOSSINI MARCELLO Deputy Auditor

DI FABIO LUIGINO Deputy Auditor

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Main activities and future strategies

BCC 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.

Financial Highlights

The tables below set out the profits and losses and the assets of BCC Alto Garda over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 18,496 21,238 21,741

Financial Margin 24,900 29,147 24,976

Administrative Costs 16,992 17,446 18,398

Extraordinary Income

Net Income for the year 7,291 11,252 6,377

Balance SheetAmount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 6,410 8,184 6,788

Due from banks 15,293 11,481 29,565

Loans 631,949 712,311 779,700

Bond and other securities 99,705 95,316 130,038

Total Assets 782,465 856,537 978,217

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 4,776 3,660 3,278

Securities issued 270,870 333,493 427,500

Shareholders funds 73,516 79,939 89,236

Total Liabilities 782,465 856,537 978,217

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Balance Sheet's RatiosRatios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 9,92% 14.08% 6,90%

Net Income/Financial Margin 29.20% 36,84 24.35%

Interest Margin/Financial Margin 74,07% 69.53% 83,01%

Shareholders funds/Loans 11.63% 11,22% 11.44%

NPLs/Loans 0.29% 0.42% 0,71%

2.3 BCC Alto VicentinoHistorical Background

Banca di Credito Cooperativo Alto Vicentino (“BCC Alto Vicentino”) was founded in 1896. During the last 100 years the bank has grown a lot, increasing the number of employees and of branches.

As at December 31st 2008, BCC Alto Vicentino had 1,542 shareholders, 80 employees and 10 branches.

Organisation

BCC Alto Vicentino's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of DirectorsDrago Domenico Chairman

Ruberti Silvio Vice Chairman

Benazzoli Roberto Director

Carta Alessandro Director

Filippi Renato Director

Paiusco Simone Director

Pegoraro Francesco Director

Ruaro Stefano Director

Toso Vincenzo Director

The Board of Statutory Auditors is composed of the following:Board of Statutory Auditors

Salomoni Maurizio Chairman

Fabbian Fabio Auditor

Zamperetti Ivana Auditor

Morelli Bruno Deputy Auditor

Stefenello Giancarlo Deputy Auditor

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Main activities and future strategies

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.

Financial HighlightsThe tables below set out the profits and losses and the assets of BCC Alto Vicentino over the past 3 years:

Profit and LossAmount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Interest Margin 8,267 9,204 9,817

Financial Margin 12,595 13,085 13,032

Administrative Costs -8,527 -8,325 -9,581Extraordinary Income

Net Income for the year 2,253 3,642 3,069

Balance SheetAmount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 1,479.3 1,587.2 1,799.1

Bond and other securities 43,547.9 44,147.3 50,445.1

Due from banks 5,719.6 21,385.9 7,831.1

Loans 278,413.8 304,441.8 344,122.0

Total Assets 335,956.0 377,790.0 410,338.3

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 8,017.8 - -

Deposits from customers 163,979.7 198,164.2 193,164.2

Securities issued 124,062.5 134,787.8 166,583.4Shareholders funds 32,144.1 35,755.0 38,142.7

Total Liabilities 335,956.0 377,790.0 410,338.3

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2.4 BCC Cavola e Sassuolo

Historical Background

The BCC Cavola Sassuolo was founded in 1984

The shareholders, to 31/12/2008, total 2,565 members and 87 employees.

Organisation

BCC Cavola Sassuolo's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

SILVIO SCALABRINI Chairman

ERMES NICODEMO BORGONOVI Vice Chairman

ATOS BARONI Director

LUCIANO ALDO BELLUCCI Director

SERGIO LEANDRI Director

LUIGI MARAZZI Director

ANDREA MARGINI Director

GEMINIO CESARE RUFFINI Director

GIUSEPPE MATTIOLI Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsDr. VILSON CANOVI Chairman

Dr. MIRCO ZUCCA Auditor

Dr. ALESSANDRO VERONA Auditor

Main activities and future strategies

BCC Cavola Sassuolo 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 BCC Cavola Sassuolo over the past 3 years:

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Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Interest Margin 7,455 8,815 10,294

Financial Margin 9,071 9,868 11,117

Administrative Costs 6,552 7,856 9,536Extraordinary Income 919 1,184 1,101

Net Income for the year 2,113 2,304 2,118

Balance SheetAmount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 1,924 3,067 2,703

Due from banks 13,298 22,861 24,272

Loans 226,286 284,724 359,383

Bond and other securities - - -

Total Assets 296.478 371.075 447.923

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 227 2,517 4,356

Deposits from customers 123,438 134,884 153,636

Securities issued 143,650 199,467 251,278

Shareholders funds 19,065 22,472 25,528

Total Liabilities 296,478 371,075 447,923

Balance Sheet's RatiosRatios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 10.49 9.76 8.21

Net Income/Financial Margin 23.29 21.63 17.18

Interest Margin/Financial Margin 82.18 82.75 83.51

NPLs/Loans 0.42 0.23 0.27

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2.5 Cassa Rurale Centrofiemme Cavalese

Historical Background

Cassa Rurale Centrofiemme Cavalese, ("BCC Centrofiemme") is the merger between Cassa Rurale di Cavalese set up in 1923 and Cassa Rurale di Carano.

As of 31/12/2008, BCC Centrofiemme had 1,777 shareholders and 30 employees

Organisation

BCC Centrofiemme's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 12 members which are currently as follows:Board of Directors

TRETTEL GIOVANNI Chairman

MISCONEL MARCO Vice Chairman

BRAITO PATRIZIA Director

DAGOSTIN SERGIO Director

DIVAN VITO Director

GILMOZZI PAOLO Director

TOMASI MAURO Director

CEOL FRANCO Director

RIZZOLI GIULIO Director

FRANZELIN JOSEF Director

LANTSCHNER MICHAEL JOSEF Director

VARESCO ALFREDO Director

The Board of Statutory Auditors is composed of the following:Board of Statutory Auditors

SONTACCHI GIANCARLO Chairman

ZORZI GIORGIO Auditor

DALPRA' GIORGIO Deputy Auditor

VESCOLI MICHAEL Deputy Auditor

Main activities and future strategies

BCC Centrofiemme 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.

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Financial Highlights

The tables below set out the profits and losses and the assets of BCC Centrofiemme over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Interest Margin 7,523 9,108 9,165

Financial Margin 9,494 11,416 9,847

Administrative Costs 6,259 7,178 7,056

Extraordinary Income -441 677 586

Net Income for the year 1,851 4,090 2,347

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 2,002 2,153 2,151

Due from banks 13,571 9,213 27,481

Loans 279,583 317,912 331,008

Bond and other securities 30,993 28,785 39,677

Total Assets 333,095 365,269 406,584

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 1,573 1,967 1,024

Securities issued 145,046 159,110 199,319Deposits from customers 138,803 151,309 151,512

Shareholders funds 40,034 41,514 45,115

Total Liabilities 333,095 365,268 406,584

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 4.60% 9.80% 5.06%

Net Income/Financial Margin 19.11% 34.55% 21.94%

Interest Margin/Financial Margin 78.10% 77.49% 85.66%

Shareholders funds/Loans 14.77% 14.18% 14.00%

NPLs/Loans 0.60% 0.71% 1.06%

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2.6 Cassa Rurale di Aldeno e Cardine

Historical Background

Cassa Rurale di Aldeno (“BCC Aldeno”) was founded in 1896.

In 1996, the bank has merged with Cassa Rurale Cardine, creating the Cassa Rurale Aldeno and Cardine.

There has been a constant market increase in the number of shareholders in the past years, from 2,400 in 2000 to 4,701 at the end of 2008.

Organisation

BCC Aldeno's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 11 members which are currently as follows:Board of Directors

BALDO LUIGI Chairman

VIGANO' POMPEO Vice Chairman

SCHIR ANDREA Director

FINOTTI MAURO Director

ROSSI CARLA Director

CONT GIORGIO Director

DEMATTÈ ADRIANO Director

CIMADOM WALTER Director

BALDO NICOLA Director

ROSSI LAURO Director

ZANOTELLI PAOLA Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory Auditors

FINAZZER GIANCARLO Chairman

DI VALERIO MAURO Auditor

NOVEMBRE SERGIO Auditor

MONCHER EDGARDO Deputy Auditor

TOMASI ANDREA Deputy Auditor

Main activities and future strategies

BCC Aldeno 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

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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 BCC Aldeno over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 11,050 14,020 15,221

Financial Margin 14,059 14,704 14,504

Administrative Costs 10,182 9,916 11,042

Extraordinary Income 1 226 -1

Net Income for the year 4,095 5,527 3,856

Balance Sheet

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 2 2 2

Due from banks 29 16 21

Loans 444 523 586

Bond and other securities 85 70 77

Total Assets 569 620 694

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 2 7 2

Securities issued 167 227 290

Shareholders funds 45 49 52

Total Liabilities 569 620 694

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 9.11 11.38 7.39

Net Income/Financial Margin 28.45 31.14 22.00

Interest Margin/Financial Margin 76.76 79.00 86.84

Shareholders funds/Loans 10.12 9.28 8.90

NPLs/Loans 1.80 0.81 1.17

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4.7 BCC Lavis

Historical Background

La Cassa Rurale Lavis - Valle di Cembra BCC is the merger among CR Lavis, CR Albiano and CR Pressano done in 2002.

As at December 31st 2008, the bank had 4,275 shareholders and 104 employees.

Organisation

BCC 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:Board of Directors

VILLOTTI ERMANNO Chairman

FONTANA DANILO Vice Chairman

ANDREATTA MARCO Director

ANDREOTTI FRANCESCO Director

BALDESSARI WALTER Director

BOSETTI ROBERTA Director

CHISTE' GIORGIO Director

FOLGHERAITER MASSIMO Director

NARDELLI NADIA Director

NARDIN ALBERTO Director

PISONI LUCIANO Director

ROSA MARCELLO Director

TASIN RENATO Director

VULCAN ALESSIO Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory Auditors

MOSER MICHELE Chairman

FILIPPI NICOLA Auditor

GILLI PIERINO Auditor

TENNI KATIA Deputy Auditor

TOSOLINI ENZO Deputy Auditor

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Main activities and future strategies

BCC Lavis 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 BCC Lavis over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 14,066 15,840 16,635

Financial Margin 18,245 21,093 20,202

Administrative Costs 12,082 11,600 12,591

Extraordinary Income 1,798 1,300 1,359

Net Income for the year 5,920 7,524 6,804

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 3,460 3,573 3,420

Due from banks 20,091 24,123 24,993

Loans 506,663 570,770 617,336

Bond and other securities 64,381 58,113 69,096

Total Assets 606,049 668,040 725,788

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 1,058 2,213 2,694

Deposits from customers 306,796 282,966 298,044

Securities issued 226,213 278,420 327,885

Shareholders funds 48,422 54,005 60,484

Total Liabilities 606,049 668,040 725,788

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Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 12,23% 13,93% 11,25%

Net Income/Financial Margin 32,45% 35,67% 33,68%

Interest Margin/Financial Margin 77,10% 75,10% 82,34%

Shareholders funds/Loans 9,56% 9,46% 9,80%

NPLs/Loans 0,31% 0,47% 0,49%

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2.8 BCC Rovereto

Historical Background

Cassa Rurale di Rovereto ("BCC Rovereto") was founded in 1899. In 2002, the bank has merged with Cassa Rurale della Vallarsa. As at December 31st 2008, the bank had 2,435 shareholders and 149 employees.

Organisation

BCC Rovereto's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 8 members which are currently as follows:

Board of DirectorsMarega Paolo Chairman

Piazzino Silvano Vice Chairman

Martini Maurizio Director

Angheben Lucio Director

Micheli Claudio Director

Moiola Paolo Director

Schonsberg Franco Director

Zandonai Nadia Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory Auditors

Fiorini Giorgio Chairman

Bettini Andrea Auditor

Fait Maria Rosaria Auditor

Maistri Saudo Deputy Auditor

Manzana Giacomo Deputy Auditor

Main activities and future strategies

BCC 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 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 BCC Rovereto over the past 3 years:

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Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Interest Margin 17,270 19,975 20,475

Financial Margin 22,623 27,087 22,978

Administrative Costs 15,013 16,140 17,485

Extraordinary Income 454 2,924 -

Net Income for the year 3,179 6,577 2,513

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 7,049 6,331 6,039

Due from banks 10,772 26,191 40,551

Loans 574,584 585,045 624,200

Bond and other securities 105,042 110,087 118,287

Total Assets 712,380 743,187 805,256

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 22,591 1,529 1,408

Deposits from customers 428,209 417,378 448,929

Securities issued 138,013 192,066 249,922

Shareholders funds 55,195 57,082 61,999

Total Liabilities 712,380 743,187 805,256

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 5.76% 11.52% 4.05%

Net Income/Financial Margin 14.05% 24.28% 10.94%

Interest Margin/Financial Margin 76.34% 73.74% 89.11%

Shareholders funds/Loans 9.61% 9.76% 9.93%

NPLs/Loans 0.88% 0.88% 0.97%

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2.9 BCC Pergine

Historical Background

Cassa Rurale di Pergine Banca di Credito Cooperativo – Società Cooperativa (“BCC Pergine”) was created as a result of various merger among local banks.

BCC Pergine is currently operating in Trentino Alto Adige, covering various municipalities, with, as of December 31st 2008 and 98 employers. There has been a constant market increase in the number of shareholders in the past years, from around over 2,000 in 2000 to 3,096 at the end of 2008.

Organisation

BCC Pergine's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of DirectorsFranco Senesi Chairman

Stefano Zampedri Vice Chairman

Roberto Casagrande Director

Director Claudia Castelli Director

Franco Dellai Director

Lorenzo Gretter Director

Lino Vicentini Director

Stefano Stelzer Director

Lorenzo Zampedri Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsAldo Laner Chairman

Paolo Beber Auditor

Giulio Dalmaso Auditor

Maria Grazia Bressan Deputy Auditor

Giorgio Casagrande Deputy Auditor

Main activities and future strategies

In recent years BCC Crediveneto 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

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the bank.

Financial Highlights

The tables below set out the profits and losses and the assets of BCC Pergine over the past 3 years:

Profit and Loss

Amount in milion Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 13.8 15.9 15.9

Financial Margin 18.2 21.2 18.0

Administrative Costs 10.3 11.4 11.4

Extraordinary Income - - -

Net Income for the year 9.9 9.9 6.1

Balance Sheet

Amount in milion Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 3.2 4.2 3.5

Due from banks 24.8 20.5 28.3

Loans 443.5 473.5 497.1

Bond and other securities 84.2 72.9 90.3

Total Assets 570.5 585.4 635.7

Amount in milion Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 0.431 0.552 1.538

Securities issued 176.3 183.2 225.6

Deposits from customers 258.2 259.5 267.5

Shareholders funds 86.1 91.9 96.6

Total Liabilities 570.5 585.4 635.7

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Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 8.00% 10.82% 6.37%

Net Income/Financial Margin 37.69% 44.02% 31.51%

Interest Margin/Financial Margin 75.59% 70.46% 81.45%

Shareholders funds/Loans 19.46% 19.42% 19.44%

NPLs/Loans 0.63% 0.38% 0.50%

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2.10 BCC Centromarca

Historical Background

BCC Centromarca was founded on 1892 under the name "Cassa Rurale di Prestiti di Preganziol, Sambughè e San Trovaso".

As at December 31st 2008 the Bank had about 1,923 shareholders and 116 employers.

Organisation

BCC Centromarca's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of DirectorsCENEDESE DOTT. TIZIANO Chairman

ROSSI CAV. LINO Deputy Vice Chairman

BIADENE DOTT. DANIELE Vice Chairman

DE MARCHI VALERIANA Director

DURIGON GEOM. FRANCO Director

FAVARO BENIAMINO Director

LIBRALATO CAV. GIORGIO Director

PAVANETTO ARCH. ELISEO Director

REQUALE CAV. GIANCARLO Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsBAGGIO DOTT. TARCISIO Chairman

CALAON DOTT. MASSIMO Auditor

MUNARIN DOTT. GIOVANNI Auditor

PALMA DOTT. PAOLO Deputy Auditor

DIGITO DOTT. ENRICO Deputy Auditor

Main activities and future strategies

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 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

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purposes.

Financial Highlights

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 million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 11 14 14

Financial Margin 14 17 16

Administrative Costs 9 10 11

Extraordinary Income

Net Income for the year 4 6 5

Balance Sheet

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 2 3 3

Due from banks 33 18 37

Loans 321 354 379

Bond and other securities

Total Assets 413 445 487

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 1 5 6

Deposits from customers 248 258 263

Securities issued 93 110 138

Shareholders funds 42 45 50

Total Liabilities 413 445 487

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 9,18 13,45 9,98

Net Income/Financial Margin 26,33 34,94 28,58

Interest Margin/Financial Margin 78,27 79,19 81,51

Shareholders funds/Loans 14,20 14,52 14,52

NPLs/Loans 0,12 0,10 0,12

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2.11 BCC Cherasco

Historical Background

Banca di Credito Cooperativo 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, with 127 employers.

There has been a constant market increase in the number of shareholders in the past years, from 1,521 in 2002 to 6,189 at the end of 2008.

Organisation

BCC Cherasco's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

Board of DirectorsBravo Alberto Chairman

Costamagna Gianfranco Deputy Vice Chairman

Bravo Giancarlo Vice Chairman

Piovano Antonino Director

Olivero Giuseppe Director

Racca Marco Director

Ciravegna Giovanni Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsMascarello Santiago Chairman

Sartore Claudio Auditor

Pagliasso Oliviero Giacomo Auditor

Marchetti Emanuele Deputy Auditor

Riccardi Pierluigi Deputy Auditor

Main activities and future strategies

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 particular it has got a close relationship with companies, some of which belong also to the cooperative

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movement, in order to provide services which could create additional value for the customer and for the bank.

Financial Highlights

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. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 14 16 19

Financial Margin 15 17 19

Administrative Costs (10) (12) (14)

Extraordinary Income - - -

Net Income for the year 4,7 4,8 4,3

Balance Sheet

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 4 5 5

Due from banks 41 21 82

Loans 500 648 779

Bond and other securities 70 108 122

Total Assets 635 805 1,018

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 24 22 13

Deposits from customer 275 314 359

Securities issued 255 377 530

Shareholders funds 39 43 48

Total Liabilities 635 805 1,018

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 11.95 11.13 8.92

Net Income/Financial Margin 27.23 27.36 19.95

Interest Margin/Financial Margin 79.16 91.14 88.78

Shareholders funds/Loans n.s. n.s. n.s.

NPLs/Loans 0.29 0.49 0.66

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2.12 BCC Folgaria

Historical Background

Cassa Rurale di Folgaria, Banca di Credito Cooperativo (“BCC Folgaria”) was founded in 1900.

As of December 31st 2008, the number of shareholders reached 1,350 units, with 41 employers.

Organisation

BCC Folgaria's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of DirectorsTEZZELELE CLAUDIO Chairman

GATTO GIANNI Deputy Vice Chairman

VOLPI GIANANGELO Vice Chairman

SCALZERI GIANNA Director

SPEZIALI ISABELLA Director

CANALIA MAURO Director

TOMASI MASSIMILIANO Director

FOLGARAIT MASSIMO Director

GEROLA PIERGIORGIO Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsCUEL LUIGI Chairman

PENNER LORENZO Auditor

GELMI WALTER Auditor

Main activities and future strategies

BCC Folgaria 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 BCC Folgaria over the past 3 years:

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Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 5,242 6,112 6,587

Financial Margin 6,041 6,811 7,072

Administrative Costs 4,705 4,446 4,950

Extraordinary Income 596

Net Income for the year 1,096 1,480 417

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 1,541 2,038 1,546

Due from banks 7,862 4,603 4,927

Loans 171,768 193,339 203,652

Bond and other securities 35,992 30,752 30,376

Total Assets 223,820 238,607 247,494

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 377 6,733 2,532

Deposits from customers 97,158 98,075 97,331

Securities issued 86,787 94,131 102,953

Shareholders funds 18,928 20,114 20,147

Total Liabilities 223,820 238,607 247,494

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 5.79% 7.36% 2.07%

Net Income/Financial Margin 18.14% 20% 5.90%

Interest Margin/Financial Margin 86.77% 89.74% 93.14%

Shareholders funds/Loans 9.63% 10.40% 9.89%

NPLs/Loans 1.36% 1.56% 1.65%

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2.13 BCC Pinetana

Historical Background

Banca di Credito Pinetana Fornace e Seregnano ("BCC Pinetana") was created as a result of a merger between two cooperative banks: Cassa rurale Pinetana founded in 1919, and Cassa rurale di Fornace e Seregnano adounded in 1902.

After this merger, the bank was named with its present name. As of December 31st 2008, the bank had 3,023 shareholders and 57 employees.

Organisation

BCC Pinetana's operational structure is made up of a Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 12 members which are currently as follows:

Board of DirectorsSvaldi Fabio Chairman

Caresia Simone Deputy Vice Chairman

Giovannini Emanuela Vice Chairman

Ioriatti Claudio Director

Erspan Gianni Director

Casagranda Bruno

Giovannini Giuliano Director

Svaldi Marcello Director

Stenico Lorenzo Director

Lorenzi Angelo Director

Lunelli Claudio Director

Paoli Renato Director

The Board of Statutory Auditors is composed of the following:

Board of Statutory AuditorsTenni Katia Chairman

Plancher Michele Auditor

Scartezzini Ivo Auditor

Casagranda Samanta Deputy Auditor

Pisetta Enrico Deputy Auditor

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Main activities and future strategies

BCC Pinetana 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 BCC Pinetana over the past 3 years:

Profit and Loss

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 7,523 9,108 9,165

Financial Margin 9,494 11,416 9,847

Administrative Costs 6,259 7,178 7,056

Extraordinary Income -441 677 586

Net Income for the year 1,851 4,090 2,347

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 2,002 2,153 2,151

Due from banks 13,571 9,213 27,481

Loans 279,583 317,912 331,008

Bond and other securities 30,993 28,785 39,677

Total Assets 333,095 365,269 406,584

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 1,573 1,967 1,024

Deposits from customers 138,803 151,309 151,512

Securities issued 145,046 159,110 199,319

Shareholders funds 40,034 41,514 45,115

Total Liabilities 333,095 365,269 406,584

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 7.73% 5.88% 7.68%

Net Income/Financial Margin 25.46% 18.98% 24.29%

Interest Margin/Financial Margin 81.66% 76.70% 78.39%

Shareholders funds/Loans 13.91% 12.67% 12.27%

NPLs/Loans 0.79% 1.22% 1.29%

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2.14. Mediocredito Trentino Alto Adige

Historical Background

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 Prospectus, 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 entirely subscribed for by the then existing shareholders of the Issuer; and

• in 1997 the share capital of the Issuer was increased to €48,361,024 and the Issuer issued convertible 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, 38100 Trento, Italy (telephone number +39 0461 888511 and fax number +39 0461 888515). The Issuer has branches in the cities of Bolzano, Treviso, Bologna and Padova.

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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.

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The following table below shows the Issuer's principal shareholders as at the date of this Prospectus.

Shareholders Amount of shareholding

(%)

Regione Autonoma del Trentino Alto Adige 17.489%

Provincia Autonoma di Trento 17.489%

Provincia Autonoma di Bolzano 17.489%

Public authorities 52.466%

Cassa Centrale Raiffeisen dell'Alto Adige S.p.A. 14.987%

Cassa Centrale delle Casse Rurali Trentine e Banche di Credito Cooperativo del Nordest S.p.A. 14.987%

Raiffeisenverband Salzburg reg. Gen. m.b.H. (Österreich) 4.001%

Banca di Credito Cooperativo dell'Alta Padovana S.c.r.l. 0.213%

Banca di Credito Cooperativo del Veneziano Società Cooperativa 0.192%

Banca Alto Vicentino - Credito Cooperativo Scpa - Schio 0.107%

Banca di Credito Cooperativo di Marcon - Venezia Società Cooperativa 0.071%

Banca di Credito Cooperativo Euganea di Ospedaletto Euganeo - Società Cooperativa 0.071%

Cassa Rurale ed Artigiana di Treviso - Credito Cooperativo - S.c.r.l. 0.071%

Credito Cooperativo Interprovinciale Veneto Società Cooperativa 0.107%

Banca Santo Stefano - Credito Cooperativo - Martellago - Venezia - Società Cooperativa 0.085%

Centromarca Banca - Credito Cooperativo S.c.r.l. 0.075%

Banca Veneta 1896 Credito Cooperativo delle Province di Verona e Rovigo - Società Cooperativa 0.064%

Cassa Rurale ed Artigiana di Vestenanova - Credito Cooperativo - S.c.r.l. 0.043%

Banca di Credito Cooperativo delle Prealpi Società Cooperativa 0.043%

Banca Veronese Credito Cooperativo di Concamarise S.c.r.l. 0.043%

Banca di Credito Cooperativo Padana Orientale San Marco - Rovigo Società Cooperativa 0.078%

Co-operative credit institutions 35.238%

Cassa di Risparmio di Bolzano S.p.a. 7.802%

Banca Popolare dell'Alto Adige S.c.r.l. 2.895%

Veneto Banca Holding Scpa 0.085%

Banking institutions 10.782%

Federazione Trentina della Cooperazione Società Cooperativa 1.276%

Federazione Veneta delle Banche di Credito Cooperativo Società Cooperativa 0.043%

ITAS - Istituto Trentino Alto Adige per Assicurazioni (*) 0.196%

Other 1.515%

Total 100.000%________________________________________

(*) Insurance company.

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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 determining their powers and duties;

• approving internal administrative rules; and

• deciding on acquisitions and disposals of shareholdings, as well as on the appointment of members of the Board of Directors of subsidiaries and affiliated companies of the Issuer.

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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 were appointed at a shareholders' meeting on 26 May 2006.

Name Position

Franco Senesi(*) Chairman

Michael Grüner(*) Deputy Chairman

Gianfranco Cerea Director

Giovanni Dies(*) Director

Peter Gius(*) Director

Zeno Giacomuzzi Director

Stefano Mengoni Director

Ivano Morandini Director

Franz Pircher(*) Director

Fabio Ramus(*) Director

Mario Sartori(*) Director

Johann Schinwald 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, 38100 Trento, Italy.

Board of Statutory Auditors

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 were appointed at a shareholders' meeting on 26 May 2006.

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Name Title

Stefan Klotzner Chairman

Renato Beltrami(*) Statutory auditor

Hansjörg Verdorfer Statutory auditor

Antonio Maffei Alternate auditor

Claudia De Gasperi Alternate auditor_______________________

(*) On 11 May 2007, a shareholders' meeting appointed Renato Beltrami as a statutory auditor in place of the outgoing auditor Mario Sarti (who resigned on 11 September 2006 and was replaced on an interim basis by Antonio Maffei).

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.

Independent Auditors

KPMG S.p.A. ("KPMG"), who have been the Issuer's external auditors since 1990, audited the annual financial statements of the Issuer as at and for the years ended 31 December 2006 and 2007, and, in each case, has produced unqualified reports thereon. On 11 May 2007, the shareholders' meeting of the Issuer renewed KPMG's appointment to audit its annual financial statements (in accordance with Article 2409-bis of the Italian Civil Code) and to perform a limited review of the half-yearly financial statements for the years 2007-2009. KPMG is registered under no. 13 in the Special Register (Albo Speciale) maintained by CONSOB and set out under Article 161 of Legislative Decree No. 58 of 24 February 1998 (as amended) and under no. 70623 in the Register of Accountancy Auditors (Registro dei Revisori Contabili) in compliance with the provisions of Legislative Decree No. 88 of 27 January 1992.

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 2008, approximately 108 other banks had branches in the Trentino-Alto Adige region, 98 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 2008, out of the 60 banks based in the Veneto region, 41 were co-operative

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banks, 15 of which are shareholders of the Issuer and, out of the 59 banks based in the Emilia-Romagna region, 25 were co-operative banks. According to the same source, as at September 2008, 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 2008, all bank direct funding operations in the Trentino-Alto Adige, Veneto and Emilia-Romagna regions amounted to approximately €142.9 billion, while indirect funding operations amounted to approximately €202.9 billion and, in aggregate, amounted to 17.8 per cent. of total funding by the Italian banking sector. As at September 2008, loans to customers of all banks in the Trentino-Alto Adige, Veneto and Emilia-Romagna regions amounted to €331.9 billion, of which approximately 61.6 per cent. were medium to long-term loans, representing 21.5 per cent. of all loans in Italy.

The Issuer's key strategic aims and objectives, as confirmed in the financial plan for 2008-2010, are as follows:

• reinforcement of the Issuer's presence in the market, also by strengthening the commercial network;

• development of revenues not directly involved in fund management, focusing on the corporate and 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 Issuer is actively working on the selection of a new outsourcer for the information technology system and a new incentive system.

The tables below set out the profits and losses and the assets of MTAA over the past 3 years:

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. 2006 31 Dec. 2007 31 Dec. 2008

Interest Margin 23.08 23.91 24.28Financial Margin 25.36 25.92 27.38

Administrative Costs 9.30 9.53 11.02Extraordinary Income 0 0 0

Net Income for the year 7.30 10.00 8.41

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Balance Sheet

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Cash 0.70 0.50 0.01

Due from banks 58.64 110.39 156.18

Loans 1.380.25 1.418.45 1.403.45Bond and other securities 11.45 12.43 13.50

Total Assets 1.488.71 1.557.88 1589.63

Amount in million Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

Due to banks 412.53 354.47 323.55

Securities issued 520.03 692.30 647.46

Shareholders funds 179.52 183.29 183.97

Total Liabilities 1.488.71 1.557.88 1589.63

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008

R.O.E. 4.1 5.5 4.6

Net Income/Financial Margin 28.79 38.58 30.72

Interest Margin/Financial Margin 91.01 92.25 88.68

Shareholders funds/Loans 13.01 12.92 13.11NPLs/Loans 1.8 1.9 2.0

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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 bank operating in the form of a joint stock company (società per azioni) with registered office at via Segantini 5, 38122 Trento, Italy, with register No. 4813.2 banks' register held by the Bank of Italy pursuant 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 the individual Casse Rurali, to invest properly excess of available funds and to lend money to the Casse Rurali in case of need. All the 136]Casse Rurali existing at that time were founder-members and holders 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 its operations 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, its share capital was held by Centrale Finanziaria del Nord Est (93,24) % and the residual by Casse Rurali Trentine, BCC in Veneto and Friuli Venezia Giulia, Provincia Autonoma of Trento and Second Degree Consortia

According to its current corporate purpose ("oggetto sociale"), Cassa Centrale "accompanies and stimulates the growth of the local economy constantly providing the co-operative movement with the necessary liquidity, services, financial and technical assistance (know-how), advice and professional training, 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 means that each individual "Cassa Rurale" or BCC manages all banking transactions autonomously, and Cassa 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 its shareholders, by supplying prompt and modern services, in order to let them easily face the strong competition of the other banks. Cassa Centrale trades in all financial instruments (equities, bonds and derivatives) 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 for services related to payment systems, the international division and treasury services for public authorities.

2 Internal Organisation

Cassa Centrale had 175 employees as of 31 December 2008.

The board of statutory auditors of Cassa Centrale:

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Board of Directors

Senesi Franco - ChairmanModena Marco - deputy ChairmanPiva Amedeo - deputy ChairmanGraffi Brunoro Giuseppe - deputy Chairman (till 14/10/2008)

DirectorsCattarossi AngelinoCristoforetti LuigiDa Dalto GirolamoDuhnkrack ThomasEccher DiegoFracalossi GiorgioMarega PaoloMartini UmbertoMelchiori GiorgioRavano NiccolòStancich Sergio (starting from 17.12.2008)Zanon Goffredo

The board of statutory auditors of Cassa Centrale:

Mr. Maffei Antonio - ChairmanMr. Dell’Eva Marco - AuditorMr. Maugeri Claudio- AuditorMr. Nicolussi Giovanni - deputy AuditorMr. Vichi Diego - deputy Auditor

3 Cassa Centrale as Back-up Servicer of the Originators

Cassa Centrale will act in the transaction as Back up Servicer in the event that one or several originators default. The availability of a parallel information system at Cassa Centrale, which replicates all the IT systems used by each Originator for managing the securitized mortgage loans, intends to ensure a continuing and performing management of the portfolios, in the event that Cassa Centrale replaces one Originator, following termination of its servicing mandate.

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 available would allow Cassa Centrale to service a portfolio which would be three times the portfolio currently managed, without any significant and structural changes.

Cassa Centrale Finance 3 is the third transaction where Cassa Centrale acts as backup servicer, the first-one being BCC Mortgages plc for all 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 are recognized 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:

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Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Interest Margin 12,178 15,642 19,713

Financial Margin 31,760 32,689 45,124

Administrative Costs 15,720 15,843 25,416Extraordinary Income - - -Net Income for the year 8,925 10,802 11241

Balance Sheet

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Cash 9,711 4,936 208,013Due from banks 391,608 521,792 578,120Loans 537,782 611,423 669,568Bond and other securities 351,838 361,987 300,329

Total Assets 1,350,222 1,560,747 1,877,281

Amount in thousand Euro 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008Due to banks 796,708 969,041 1,260,181

Securities issued 79,308 75,997 92,573

Deposits from customers 179,584 159,629 199,335

Shareholders funds 140,400 140,400 140,400

Total Liabilities 1,350,222 1,560,747 1,877,281

Balance Sheet's Ratios

Ratios (%) 31 Dec. 2006 31 Dec. 2007 31 Dec. 2008R.O.E. 6.35 7.69 8,00

Net Income/Financial Margin 28.10 33.04 24.91

Interest Margin/Financial Margin 38.34 47.86 43.68

Shareholders funds/Loans 26.10 22.95 20.96

NPLs/Loans 0.06 0.07 0.38

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THE SWAP COUNTERPARTIES

JP Morgan Securities Ltd is the Mortgage Loans Swap Counterparty and Mediocredito Trentino A.A.is the Mutui Agrari Swap Counterparty. The Mortgage Loans Swap Counterparty and the Mutui Agrari Swap Counterparty are collectively referred to as the "Swap Counterparties".

Mortgage Loans Swap Counterparty

J.P. Morgan Securities Ltd. (for the purposes of this section, the "Company") is incorporated in the United Kingdom and is authorised and regulated by the Financial Services Authority. The Company's immediate parent undertaking is J.P. Morgan Chase International Holdings, incorporated in Great Britain. The Company's ultimate parent undertaking is JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. The parent undertaking of the smallest group in which the Company's results are consolidated is J.P. Morgan Capital Holdings Limited, incorporated in Great Britain.

The Company's primary activities are underwriting Eurobonds, equities and other securities, arranging private placements of debt and convertible securities, trading in debt and equity securities, swaps and derivative marketing, providing investment banking advisory and primary brokerage and clearing services for exchange traded futures and options contracts. The Company has branches in Frankfurt, Paris, Milan, Zurich, Madrid and Stockholm and is a member of many futures and equity exchanges including the London Stock Exchange.

As of 31 December 2008, J.P. Morgan Securities Ltd. had total assets of $252.8 billion, total creditors of $240.3 billion and total stockholder's equity of $12.5 billion. These figures are extracted from the Company's audited Annual report for the year ended 31 December 2008, prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The audited Annual report is filed with the Financial Services Authority.

Additional information, including the most recent annual report on Form 10-K for the year ended 31 December 2008, of JPMorgan Chase & Co., the 2008 Annual Report of JPMorgan Chase & Co., and additional annual, quarterly and current reports filed with or furnished to the Securities and Exchange Commission (the "SEC") by JPMorgan Chase & Co., as they become available, may be obtained without charge by each person to whom this Prospectus is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC's website at www.sec.gov.

The information contained herein relates to and has been obtained from the Company. The delivery of this Prospectus shall not create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to its delivery.

Mutui Agrari Swap Counterparty

For a description of Mediocredito Trentino A.A. see the section headed "The Originators".

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THE CASH MANAGER AND THE COMPUTATION AGENT

Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Bank") originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bank which was founded in 1870. The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on 2 May 1957. Deutsche Bank is a banking institution and a stock corporation incorporated under the laws of Germany under registration number HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective regions.

The Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a real estate finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies.

Deutsche Bank AG, London Branch 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 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 a branch (Registration No. BR000005) in England and Wales. Deutsche Bank AG, London Branch is an authorized person for the purposes of section 19 of the Financial Services and Markets Act 2000. In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions.

As of 30 September 2009, Deutsche Bank's issued share capital amounted to Euro 1,589,399,078.40 consisting of 620,859,015 ordinary shares without par value. The shares are fully paid up and in registered form. The shares are listed for trading and official quotation on all the German Stock Exchanges. They are also listed on the New York Stock Exchange.

The consolidated financial statements for the fiscal years starting 1 January 2007 are prepared in compliance with International Financial Reporting Standards (IFRS). As of 30 September 2009, Deutsche Bank Group had total assets of EUR 1,659,557 million, total liabilities of EUR 1,623,900 million and total equity of EUR 35,657 million on the basis of IFRS.

Deutsche Bank's long-term senior debt has been assigned a rating of A+ (outlook stable) by Standard & Poor's, Aa1 (outlook negative) by Moody's Investors Services and AA- (outlook rating watch negative) by Fitch Ratings.

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COLLECTION POLICY AND RECOVERY PROCEDURES

1. CREDIT POLICY

Although each Originator has its own characteristics and procedures for the administration of its banking activity, it is possible to give a general overview of the credit policy - origination and risk management - 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.

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.

During the evaluation process of the loan request, several inquiries are carried out, such as:

(i) analysis of the banking relationship with the customer;

(ii) analysis of the customer's assets and their financial situation;

(iii) analysis of the business sector in which the customer operates;

(iv) analysis of the guarantees given by the customer and analysis of their appropriateness for the loan to be granted;

(v) if deemed necessary, the analysis may be extended to the customer's family.

The evaluation is made to check the customer's earning capacity, financial stability and financial ability to repay the loan, so to decide whether or not the customer is creditworthy.

The lending activity is assigned to the risk management committee, as each Originator's branch has limited decisional powers. The lending decision is ultimately based on the analysis of the customer's credit worthiness.

As far as the lending activity is concerned, each of the Originators provides for certain systems to pay the 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.

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Each Originator has two levels of control: (i) primary or ordinary controls and (ii) higher or extraordinary controls.

The responsibility for the different levels of control is strictly separate, as the primary controls are carried 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 through EDP systems. EDP transmissions with codified information between branches and their respective head-office are continuous and telephone contacts are ensured.

All of the Originators base their activity on a regular system of written reports, thus providing immediate 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 legal departments. The first contact after the first overdue instalment is generally made by the branch in a personal, courteous way. If no positive answer is received from the customer and according to the importance 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 legal department.

Each of the Originators has an data system to check the claims, so to avoid the possibility of insolvency.

For the monitoring of the loans, the Originators take into consideration both subjective elements (professional valuations of the customer's assets and of the property guaranteeing the loan; direct knowledge) 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 are classified on the basis of the following criteria:

"Delinquent": a loan granted to a customer who is experiencing temporary financial difficulties and in relation to whom it is foreseen that such financial difficulties will be overcome within a certain period of time, with no need of going through a credit recovery proceeding but subject to close scrutiny;

"Non-performing": when the customer is in a state of insolvency, even if not ascertained, for which a legal proceeding has been commenced or is in severe financial distress.

The board of directors or the general management, as the case may be, decides whether the loan should be registered either as a delinquent or as a defaulted loan.

3. CREDIT RECOVERY POLICY

The credit recovery activities of the Originators are given to an external legal counsel which remains in constant contact with the Originators' legal department or the relevant department. Both the external counsel and the legal department are directly involved in any legal action. The departments involved submit periodic reports to the general management and/or the board of directors on the status of credit recovery activities.

The Originators' legal department has the power to take decisions in relation to all the activities to recovery credits.

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The close working relationship between the branches and the external legal advisors results in promptness 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 425,286,884 of which Euro 368,500,000 ofthe Class A Notes, and Euro 56,786,884 of the Class B Notes will be applied by the Issuer on the Issue 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 the Transfer Agreements and is qualified in its entirety by reference to the detailed provisions of the Transfer Agreements. Prospective Noteholders may inspect a copy of the Transfer Agreements upon request at the registered 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, shall have the meanings ascribed to them in the Transfer Agreements.

Pursuant to 14 transfer agreements, each entered into between the Issuer and an Originator on 4 December 2009 (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 transferred to the Issuer by Mediocredito Trentino A.A. pursuant to the relevant Transfer Agreement.

"Portfolio No. 2" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC di Cherasco pursuant to the relevant Transfer Agreement.

"Portfolio No. 3" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Aldeno e Cadine pursuant to the relevant Transfer Agreement.

"Portfolio No. 4" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Lavis pursuant to the relevant Transfer Agreement.

"Portfolio No. 5" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Pergine pursuant to the relevant Transfer Agreement.

"Portfolio No. 6" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Centromarca Banca pursuant to the relevant Transfer Agreement.

"Portfolio No. 7" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Alto Garda pursuant to the relevant Transfer Agreement.

"Portfolio No. 8" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Pinetana Fornace Seregnano pursuant to the relevant Transfer Agreement.

"Portfolio No. 9" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Adamello-Brenta pursuant to the relevant Transfer Agreement.

"Portfolio No. 10" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale di Rovereto pursuant to the relevant Transfer Agreement.

"Portfolio No. 11" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement.

"Portfolio No. 12" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Centrofiemme Cavalese pursuant to the relevant Transfer Agreement.

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"Portfolio No. 13" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Banca di Cavola e Sassuolo pursuant to the relevant Transfer Agreement.

"Portfolio No. 14" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Folgaria pursuant to the relevant Transfer Agreement.

The Purchase Price

As consideration for the acquisition of the Claims pursuant to the Transfer Agreements, the Issuer has undertaken to pay to: Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo. The aggregate of the purchase prices paid to each Originator is collectively referred to as the "Purchase Price". The Purchase Price has been calculated as the aggregate of the Outstanding Principal of all the relevant Claims at the Valuation Date.

The Claims

Pursuant to the relevant Transfer Agreement, each of the Originators has represented and warranted that the Claims have been selected on the basis of certain general criteria (the "General Criteria") 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 same legal 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) any Claims do not meet the Criteria, then such Claims will be deemed not to have been assigned and transferred to the Issuer pursuant to the relevant Transfer Agreement and (ii) any Claim which meets the Criteria has not been included in the list of Claims, then such Claim shall be deemed to have been assigned and transferred to the Issuer by the relevant Originators pursuant to the relevant Transfer Agreement. The Purchase Price shall be adjusted to take into account the additional payment or the reimbursement 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 an amount equal to (i) the part of the Purchase Price which has been paid for such Claim; plus (ii) any accrued interest on such amount, calculated at an annual rate equal to (a) Euribor as of the Valuation Date until the Issue Date (exclusive) and (b) the average weighted interest rate applied to the Notes at the Issue Date (inclusive) until the Payment Date following the date on which the Issuer shall be paid the part of the Purchase Price which has been paid for such Claim (which shall not in any case fall prior to the First Amortisation Payment Date); less (iii) the aggregate of all sums recovered and collected by the Issuer in respect of such Claim after the Initial Execution Date.

In the case of a Claim which meets the Criteria but was not transferred pursuant to the relevant Transfer Agreement, the Purchase Price shall be increased by an amount equal to (i) the purchase price 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 Claim after the Initial Execution Date; less (iii) the interests on the amounts collected under point (ii) above accrued from the date on which such amounts were collected up to the date on which the amounts under (i) above have been paid at a rate equal to the rate applicable to the relevant Claim.

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Applicable law and jurisdiction

The Transfer Agreements 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 therewith.

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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 certain features of the Warranty and Indemnity Agreement and is qualified in its entirety by reference to the detailed provisions of the Warranty and Indemnity Agreement. Prospective Noteholders may inspect a copy of the Warranty and Indemnity Agreement upon request at the registered 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, shall have the meanings ascribed to them in the Warranty and Indemnity Agreement.

Under a warranty and indemnity agreement entered into on the Initial Execution Date between the Issuer and each of the Originators (the "Warranty and Indemnity Agreement"), the Originators gave certain representations and warranties as to, inter alia, the Claims they transferred pursuant to the relevant Transfer Agreement and the respective Loans, their full title over such Claims, their corporate existence and operations and their collection and recovery policy. Moreover each of the Originators 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 to it by reason of any misrepresentation made by it in the Warranty and Indemnity Agreement or any breach of its respective obligations under the Warranty and Indemnity Agreement and/or the relevant Transfer Agreement and/or the Servicing Agreement.

1. the Loans, the Claims, Mortgages and any collateral security related thereto (the "Related Security");

2. the real estate assets which have been mortgaged to secure the Claims (the "Real Estate Assets");

3. the disclosure of information; and

4. the Securitisation Law and article 58 of the Banking Act.

Representations and Warranties of the Originators

In addition to the terms defined elsewhere in this Prospectus, the following terms have the following meanings:

"Mortgage" means a mortgage (ipoteca) created by a Mortgagor on the Real Estate Assets as real security interests (diritti reali di garanzia) to secure the payment or repayment of any amounts payable in respect of a Loan;

"Mortgagor" means any person, including a Borrower and/or a Obligor, who has granted a Mortgage to any of the Originators to secure the payment or repayment of any amount payable in respect of a Loan as well as any successor or assignee thereof;

"Obligor" means any person, other than a Borrower, who is liable for the payment or repayment of amounts due under a Loan as a consequence, inter alia, of having granted any Related Security to any of the Originators or having taken over any of the Borrower's obligations or any part thereof, whether under an accollo arrangement or otherwise;

"Real Estate Asset" means each real estate asset that has been mortgaged to secure the payment or repayment of any amount payable under a Loan; and

"Related Security" means any guarantees, security interests or accollo arrangements — existing and transferable — (excluding the Mortgages and the fideiussioni omnibus) which have been granted in connection with a Loan or to secure or ensure the payment and/or the repayment of the Claims.

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Under the Warranty and Indemnity Agreement, each of the Originators represented and warranted with respect to itself and the relevant Claims sold to the Issuer under the relevant Transfer Agreement and the relevant Loans and the Mortgages securing them, as to, inter alia, the following matters:

General

(a) each Originator (other than Mediocredito Trentino) is a co-operative credit bank (banca di credito cooperativo) duly incorporated as a società cooperativa and validly existing under the laws of the Republic of Italy; Mediocredito Trentino is a bank (banca) suly incorporated as ajoint-stock company (società per azioni) duly incorporated and validly existing under the laws of the Republic of Italy;

(b) it has full corporate power and authority to enter into and perform the obligations undertaken by it under the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement and the other Transaction Documents to which it is a party, and it has taken all necessary actions whatsoever required to authorise its entry into, delivery and performance of the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement and the other Transaction Documents to which it is a party and the terms thereof, including, without limitation, the sale and assignment of the Claims;

(c) the execution, delivery and performance by it of the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement and the other Transaction Documents to which it is a party and all other instruments and documents to be delivered pursuant thereto and all transactions contemplated thereby do not contravene or result in a default under (i) its corporate constitutional documents, (ii) any law, rule or regulation applicable to it, (iii) any contractual restriction contained in any agreement or other instrument binding on it or affecting it or its property, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not and will not result in the creation of any adverse claim;

(d) the provisions of the Warranty and Indemnity Agreement are legal, valid and binding and are enforceable against it in accordance with its terms, and its payment obligations under the Warranty and Indemnity Agreement constitute claims against it which rank at least pari passu with the claims of all other unsecured creditors under the laws of the Republic of Italy apart from any preferential creditors under any applicable insolvency laws or similar legislation;

(e) there is no litigation, current, pending or threatened against it, nor has any action or administrative proceeding of or before any court or agency been started or threatened against it, which might or could materially affect its ability to observe and perform its obligations under the Warranty and Indemnity Agreement and the other Transaction Documents to which it is a party;

(f) it is solvent and there is no fact or matter which might render it insolvent or subject to any insolvency proceedings, nor will it be rendered insolvent as a consequence of entering into the Warranty and Indemnity Agreement or the other Transaction Documents to which it is a party or of performing any of the obligations herein or therein contained;

(g) since 31 December 2008, being the date of its most recent published full audited accounts, there has been no material adverse change in its financial or operative condition which would adversely affect its ability to observe and perform its obligations under the Warranty and Indemnity Agreement and the other Transaction Documents to which it is a party;

(h) the information relating to itself (including, without limitation, information with respect to its loan business), the Claims, the Loans supplied to the Issuer is true and correct in all material respects;

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The Claims and the Loans

(a) it holds sole and unencumbered legal title to the Claims, the Loans and the Mortgages; it has not 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 in respect of their title and interest in and to and for the benefit of the Claims, the Loans and the Mortgages;

(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 and regulations on (i) compounding of interests, (ii) consumer protection, (iii) the prevention of usury, and (iv) data protection and privacy protection; the Loans have been executed 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. As of the Valuation Date a percentage not higher than 10 per cent. of the Loans is guaranteed by a mortgage that is registred for less than 150 per cent. of the Outstanding Principal of the relevant Claim and all such Loans are regulated in accordance with the provision of article 39, paragraph 3 of the Banking Act and the amount in the relevant Mortgage registration does not include the accruing interest at the relevant interest rate;

(d) no Mortgage (other than the Mortgages securing the Loans granted by Mediocredito Trentino) is granted on land;

(e) each Loan has been fully disbursed to or to the account of the relevant Borrower and there is no obligation on its part to advance or disburse further amounts in connection therewith;

(f) with reference to the Loans qualified as mutui agrari which benefit from subsidies pursuant to the Provincial Law, the relevant Originator is not creditor of the Province of Trento;

(g) as far as the relevant Originator is aware with reference to the Loans qualified as mutui agrari which benefit from subsidies pursuant to the Provincial Law, no Borrower has lost the right to the subsidies in accordance with the Provincial Loan;

(h) the sale of the Claims to the Issuer pursuant to the relevant Transfer Agreement will not affect the obligation of the related Borrower under the relevant Loans;

(i) the Claims have been selected by it on the basis of the General Criteria and the Specific Criteria so as to constitute portfolios of homogeneous rights within the meaning and for the purposes of the Securitisation Law;

(j) as at the Valuation Date, each Claim is classified as a performing claim (credito in bonis) in accordance with the Bank of Italy's guidelines (Istruzioni di Vigilanza). No Loan falls or has ever fallen within the definition of a restructured debt (credito ristrutturato), has ever been subject to restructuring, or is in the process of being restructured (credito in corso di ristrutturazione), in each case under and within the meaning of, the Bank of Italy's guidelines (Istruzioni di Vigilanza);

(k) all consents, licences, approvals or authorisations of or registrations or declarations with any governmental or other public authority required to be obtained, effected or provided for the validity and enforceability of the Claims, the Loans and/or the Mortgages have been duly obtained, effected or provided and are in full force and effect; and all costs, expenses and taxes required to be paid in connection with the execution of the Loans or for the validity and enforceability of the Claims, the Loans and/or the Mortgages have been duly paid;

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(l) the insurance policies in relation to the Claims are valid and effective and are held for the benefit of the relevant Originator;

(m) it has maintained complete, proper and up-to-date books, records and documents for the Claims, the Loans and the Mortgages and all other amounts paid thereunder, and all such books and documents are kept in its possession or are held to its order;

(n) the Real Estate Assets are located in Italy;

(o) each of the Real Estate Assets complies with applicable laws, rules and regulations concerning health and safety and environmental protection; and

(p) each of the Real Estate Assets is free from damage and waste, in good condition and there are no proceedings, actual or threatened, in relation thereto;

(q) each of the Real Estate Assets (i) is duly registered with the competent land registries (Nuovo Catasto Edilizio Urbano, Nuovo Catasto Terreni, Ufficio del Registro and Ufficio delle Entrate), (ii) complies with all applicable Italian laws as to its use as residential or commercial property (destinazione d'uso), (iii) meets the legal requirements for habitation (agibilitá), (iv) is marketable (non soggetto a vizio di incommerciabilitá), and (v) complies with all applicable planning and building laws and regulations.

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 effected pursuant to the relevant Transfer Agreement, to refrain from carrying out or purporting to carry out any activity with respect to the Claims which may adversely affect them, and in particular, before the date of publication of the notice of assignment of the relevant Claims in the 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 any third party; and (ii) not to create or allow to be created or to arise or to allow to exist any security interest, lien, pledge, privilege or encumbrance or other right in favour of third parties in respect of the Claims, or any part thereof;

(b) not to execute any agreement, deed or document or enter into any arrangement purporting to assign, or otherwise dispose of, any of the Loans or to create or allow to be created or allow to arise or exist any security interest, lien, pledge, privilege or encumbrance or other right in favour 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 the Claims otherwise than as provided for in the Loans or as instructed in writing by itself as Servicer of such Claims;

(d) otherwise than in its capacity as Servicer in accordance with the relevant provisions of the Servicing Agreement, not to take any action likely to cause or permit any of the Claims to become 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, and execute any and all documents as the Issuer may reasonably deem necessary in connection with the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement and the other Transaction Documents to which it is a party;

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(f) to comply fully and in a timely manner with and observe any and all provisions, covenants and 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 promptly give notice to the Province of Trento of the transfer of the mutui agrari which benefit from the subsidies pursuant to the Provincial Law;

(h) to assist and fully co-operate with the Issuer in any due diligence relating to the Claims which the Issuer may wish to carry out after the date of the Warranty and Indemnity Agreement;

(i) 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 relevant Mortgages;

(j) to comply with all applicable laws and regulations (including all rules, orders and instruments) with respect to the relevant Claims, the relevant Loans, the relevant Mortgages and their administration and management;

(k) to grant to the Issuer, its agents and nominees access to its premises for purposes of examining records, documents and data in relation to the relevant Claims, to copy them and to discuss any issues concerning the relevant Claims with its accountants and other appointed personnel;

(l) 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, the Servicing Agreement and the other Transaction Documents to which it is a party;

(m) save as provided for in the Servicing Agreement, not to agree to any amendment of or waiver to any terms and conditions of the Loans and/or the Mortgages which might adversely affect the 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 the Warranty and Indemnity Agreement, and not to commence any action for the recovery of the relevant Claims;

(n) to ensure that the relevant Real Estate Assets will continue to have the benefit from the insurance 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 relevant insurance premiums; and

(o) to assist and support the Issuer or its nominee in the development of adequate data reporting systems concerning the relevant Claims by transferring to the Issuer books, records and documents which may be useful or relevant for implementing a data reporting system which would allow the Issuer to achieve full compliance with all applicable laws and regulatory reporting regulations and requirements.

Indemnity

The Warranty and Indemnity Agreement provides that, in the event of a misrepresentation or a breach of any of the representations and warranties made by the Originator under clauses 2.1(B) and 2.1(C) of the Warranty and Indemnity Agreement, which materially and adversely affects the value of one or more Claims or the interest of the Issuer in such Claims, and such misrepresentation or breach is not cured, whether by payment of damages or indemnification or otherwise, by the Originator within a period 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 the Originator all of the Claims affected by any such misrepresentation or breach (the "Affected

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Claims"). The Issuer will be entitled to exercise the put option by giving to the Originator, at any time during the period commencing on the Business Day immediately following the last day of the Cure Period 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 receipt by the Originator of the Put Option Notice, an amount equal to(i) the part of the Purchase Price which has been paid for such Claim; plus (ii) any accrued interest on such amount, calculated at an annual rate equal to the rate applicable to the relevant claim from the Issue Date (inclusive) until the Payment Date following the date on which the Issuer shall be paid the part of the Purchase Price which has been paid for such Claim (which shall not in any case fall prior to the First Amortisation Payment Date); less (iii) the aggregate of all sums recovered and collected by the Issuer in respect of such Claim after the Initial Execution Date.

Furthermore, in the cases in which it is not possible or convenient for the Issuer to exercise the put option described above, under the Warranty and Indemnity Agreement, each of the Originators agreed to 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 awarded against 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 connection with the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement or any other Transaction Document to which it is a party which shall have been false, incorrect or misleading when made or delivered;

(r) its failure to comply with any term, provision or covenant contained in the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement or any other Transaction 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 relevant Mortgages, the relevant Real Estate Assets and the relevant insurance policies;

(s) the failure to vest in the Issuer all rights, title and interest in and to the benefit of each of the relevant Claims pursuant to the terms of the relevant Transfer Agreement, free and clear of any adverse claim;

(t) any dispute, claim or defence (other than discharge in bankruptcy or winding up by reason of insolvency or similar event) of the Borrowers or the guarantors to the payment of any of the relevant Claims; and/or

(u) any judicial or out of court set-off of the assigned Borrower in relation to the payment of any relevant Claim arising before or after the assignment of the Claims under the Loans or under or 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 that the interest rates of the relevant Loans comply with the Usury Law and they agreed to indemnify the Issuer against any damages, losses, claims, liabilities and costs awarded against or suffered or incurred by it or otherwise arising as a consequence or in relation to any claims being brought by the Borrowers or other third parties on the grounds of the Usury Law.

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Applicable Law and Jurisdiction

The Warranty and Indemnity Agreement is governed by and will be construed in accordance with Italian law. The Courts of Milan shall have the exclusive jurisdiction to hear any disputes that arise in connection therewith.

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DESCRIPTION OF THE SERVICING AND OF THE BACK-UP SERVICINGAGREEMENTS

The description of the Servicing Agreement and of the Back-up Servicing Agreement set out below is a summary of certain features of the Servicing Agreement and of the Back-up Servicng Agreement and is qualified in its entirety by reference to the detailed provisions of the Servicing Agreement or the Back-up Servicing Agreement, as applicable. Prospective Noteholders may inspect a copy of the Servicing Agreement and of the Back-up Servicing Agreement upon request at the registered offices of the Representative of the Noteholders and the Irish Listing Agent.

Under a servicing agreement entered into on the Initial Execution Date, between the Issuer and each of 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 of the Issuer and in particular to collect amounts due in respect thereof (the "Administration of the Portfolio") and to commence and pursue enforcement proceedings and to negotiate and settle the relevant Defaulted Claims (the "Management of the Defaulted Claims"); each of the Servicers has undertaken to perform such services with respect to the relevant Claims which it has sold to the Issuer under the relevant Transfer Agreement.

In particular, Mediocredito Trentino A.A. will act as servicer in respect of the Claims comprised in Portfolio No. 1, BCC di Cherasco will act as servicer in respect of the Claims comprised in Portfolio No. 2, Cassa Rurale Aldeno e Cadine will act as servicer in respect of the Claims comprised in Portfolio No. 3, Cassa RuraleLavis will act as servicer in respect of the Claims comprised in Portfolio No. 4, Cassa Rurale Pergine will act as servicer in respect of the Claims comprised in Portfolio No. 5, Centromarca Banca will act as servicer in respect of the Claims comprised in Portfolio No. 6, Cassa Rurale Alto Garda will act as servicer in respect of the Claims comprised in Portfolio No. 7, Cassa Rurale Pinetana Fornace Seregnano will act as servicer in respect of the Claims comprised in Portfolio No. 8, Cassa Rurale Adamello-Brenta will act as servicer in respect of the Claims comprised in Portfolio No. 9, Cassa Rurale di Rovereto will act as servicer in respect of the Claims comprised in Portfolio No. 10, BCC Alto Vicentino will act as servicer in respect of the Claims comprised in Portfolio No. 11, Cassa Rurale Centrofiemme Cavalese will act as servicer in respect of the Claims comprised in Portfolio No. 12, Banca di Cavola e Sassuolo will act as servicer in respect of the Claims comprised in Portfolio No. 13, Cassa Rurale Folgaria will act as servicer in respect of the Claims comprised in Portfolio No. 14.

Pursuant to the Servicing Agreement, each of the Servicers will carry out the relevant duties and activities in relation to the collection and recovery activities in its capacity as servicer in accordance with the relevant collection policy specified in the Servicing Agreement (each a "Collection Policy") and shall provide, inter alia, the Issuer with monthly, quarterly and semi-annual reports (respectively, the "Monthly Servicing Report", the "Quarterly Servicing Report" and the "Semi-AnnualServicing Report"). Each of the Servicers shall also ensure that the Collections do not include usurious interest in accordance with the anti-usury laws and regulations applicable from time to time. The Servicers shall be entitled to settle and renegotiate the 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 the relevant Portfolio (the "Collections") into the relevant Transitory Collection and Recoveries Account on the Business Day immediately following the date of receipt. The Servicer will convert any non-cash Collections received by it (the "Recoveries") into equivalent amounts of cash and will credit such cash to the relevant Transitory Collection and Recoveries Account.

Each Servicer will carry out its obligations under the Servicing Agreement in accordance with the relevant Collection Policy. The Collection Policies may be from time to time amended, subject to certain conditions set out in the Servicing Agreement.

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Pursuant to the Servicing Agreement, as far as it results in an advantage for the Noteholders and subject to the prior written approval of the Representative of the Noteholders and provided the conditions set forth in the Servicing Agreement are met, the Servicers may sell to third parties, on behalf and in the name of the Issuer, one or more of their respective Claims which have become Defaulted Claims provided that certain conditions set out in the Servicing Agreement are met.

The Servicers shall be entitled to settle and renegotiate the Claims only in accordance with the Servicing Agreement. In particular, the Servicing Agreement entitles the Servicer, among other things, to suspend the payment of the relevant Instalments (or portions thereof) at the same terms and conditions provided for in the Convention, in the ABI's Families Plan or in the Convention of the Province of Treviso, provided that the Servicers have indemnified the Issuer in accordance with the relevant provisions of the Servicing Agreement.

As an alternative to the renegotiation power granted to the Servicer and in order to allow the Originator to keep good relationships with the Borrowers, the Originator has been granted the power to propose offers to repurchase the Claims sold by it in a maximum amount of 5% of the principal amount outstanding of the relevant Claims as of the Effective Date. The Issuer may accept such offer provided that it shall be bound to provide a reasonable motivation in case it decides not to accept it.

Information Technology

Each of the Servicers is authorised to delegate to its Information Technology Services Provider authorised 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 the Defaulted Claims with respect to the relevant Portfolio. Each Servicer will remain directly liable for the performance of all duties and obligations delegated to its Information Technology Services Provider 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 be borne by the Servicer and the Issuer shall not be liable for any payment of whatever nature to the information technology services provider. Each Servicer may terminate the appointment of the information technology services provider and appoint a suitable replacement information technology services provider which is an authorised provider pursuant to the Servicing Agreement, provided that such replacement will not adversely affect the ratings of the Notes and the service will be granted without 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 Servicers on each Payment Date:

(a) as remuneration for the Administration of the Portfolio for the Collection Period immediately preceding such Payment Date, a fee equal to 0.25 per cent on an annual basis of the Outstanding Principal of the Claims as at the Collection Date immediately preceding such Collection Period; and

(b) as compensation for the Management of the Defaulted Claims, a fee equal to 6 per cent. of the aggregate of the recoveries made in respect of the Defaulted Claims in the Collection Period immediately preceding such Payment Date,

collectively the "Servicing Fee".

Each Servicer has expressly waived its rights to compensation or reimbursement that may be provided for by law other than the Servicing Fees. It has also expressly waived its right to exercise any right to

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off-set the amounts due to it from the Issuer against the Collection and Recoveries or any other amount owed by the Servicer to the Issuer, except for those amounts paid to the Issuer and undue.

"Defaulted Claim" means a Claim which is classified as "in sofferenza" by the relevant Servicer pursuant to its respective Collection Policy and in compliance with the applicable rules Istruzioni di Vigilanza' of Banca d'Italia or a Claim which has at least, as the case may be: (i) 12 Unpaid Instalments in relation to Claims with monthly instalments; (ii) 5 Unpaid Instalments in relation to Claims with quarterly instalments; (iii) 3 Unpaid Instalments in relation to Claims with semi-annual Instalments; and (iv) 1 Unpaid Instalment in case of Claims with annual Instalments, which has remained unpaid for at least six months from the relevant due date.

Undertakings of the Servicers

Each of the Servicers has undertaken, with respect to the Claims of the Portfolio which it has been appointed to service, inter alia:

(a) to carry out the Administration of the Portfolio and the Management of the Defaulted Claims with due skill and care in accordance with the relevant Collection Policy and with all applicable laws and regulations;

(b) to maintain an effective system of general and accounting controls so as to ensure the performance of its obligations under the Servicing Agreement;

(c) save as otherwise provided in the Collection Policy and in the Servicing Agreement, not to release or consent to the cancellation of all or part of the Claims unless ordered to do so by a competent judicial or other authority or by the Issuer;

(d) to ensure adequate identification and segregation of the collections and recoveries and other amounts related to the Claims from all other funds of the Servicers;

(e) to ensure that the Transaction is consistent with the law and this Prospectus;

(f) to comply with all authorisations, approvals, licenses and consents required for the fulfilment of its obligations under the Servicing Agreement.

In the case of a material breach by the Servicers of their obligations under the Servicing Agreement with 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 to perform the relevant obligations in the name and on behalf of the Servicers or to cause it to be performed by third parties in the name and on behalf of the Servicers.

Termination of Appointment

The Issuer may revoke the appointment any of the Servicers in certain circumstances including, inter alia, (i) the insolvency of any of the Servicer, (ii) a breach of the Servicing Agreement which remains unremedied for a period of longer than 10 days after a written demand of compliance sent by the Issuer and/or the Representative of the Noteholders, and (iii) a failure by such Servicer to pay or transfer to the Issuer any amount due which remains unremedied for more than three days after the relevant statutory request of payment. In addition, such Servicer may resign at any time after two years from the Initial Execution Date upon giving 12 months prior written notice, provided that either the Back-up Servicer is ready for operating or such Servicer has found a suitable replacement servicer acceptable to the Issuer and the Representative of the Noteholders on substantially the same terms as those contained in the Servicing Agreement.

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Applicable Law and Jurisdiction

The Servicing Agreement is in Italian and is 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 therewith.

Back-up Servicing Agreement

Under a back-up servicing agreement between the Issuer and Cassa Centrale (the "Back-up Servicing Agreement") entered into on the Signing Date, Cassa Centrale has committed itself, should any of the Servicers cease to act as servicer of the relevant Portfolio, to service such Portfolio on the same terms as are provided for in the Servicing Agreement, provided that the Back-up Servicer shall not act as servicer of the relevant Portfolio if the Servicers cease to act as such following expiration, or termination due to termination of the Transfer Agreements or of the 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 such Transaction Documents and is qualified in its entirety by reference to the detailed provisions of such Transaction Documents at the registered offices of the Representative of the Noteholders and the IrishListing Agent. Capitalised terms used in the description below, to the extent not defined in this Prospectus, shall have the meanings ascribed to them in the Transaction Documents.

The Corporate Services Agreement

Under a corporate services agreement entered into on the Signing Date between the Issuer and the Corporate Servicer (the "Corporate Services Agreement"), the Corporate Servicer will provide the Issuer with certain corporate administration and management services. These services will include the book-keeping of the documentation in relation to the meetings of the Issuer's shareholders, directors and auditors and the meetings of the Noteholders, maintaining the quotaholder's register, preparing tax and accounting records, preparing documents necessary for the Issuer's annual financial statements and liaising with the Representative of the Noteholders.

The Corporate Services Agreement will be governed by and construed in accordance with Italian law.

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 the Quotaholder (the "Stichting Corporate Services Agreement"), the Stichting Corporate Services Provider has agreed to provide certain management, administrative and secretarial services to the Quotaholder.

The Stichting Corporate Services Agreement will be governed by and construed in accordance with Italian law.

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 own behalf and as agent for the Noteholders) and the Other Issuer Creditors, provisions are made as to the application of the Collections in respect of the Portfolios and as to how the Orders of Priority are to be applied. Subject to a Trigger Notice being served upon the Issuer following the occurrence of a Trigger Event, all the Issuer Available Funds will be applied in or towards satisfaction of the Issuer's payment obligations towards the Noteholders as well as the Other Issuer Creditors, in accordance with the Acceleration Order of Priority provided in the Intercreditor Agreement.

The Intercreditor Agreement also determines inter alia, the relevant proportions to be allocated as payments due by the Issuer under the Swap Agreement out of the Single Portfolio Available Funds in accordance 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 in the Intercreditor Agreement) to purchase, subject to certain conditions, the respective Portfolio (in whole but not in part) for a purchase price equal to the outstanding principal amount of each Claim comprised in such Portfolio, provided that, if on such date any of the Portfolios comprises any Defaulted Claims, the purchase price shall be determined by an independent third party and, in any case, such purchase price shall be equal to or higher than the amount (as determined in the relevant payments report) necessary for the Issuer to discharge all its outstanding liabilities in respect of the

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Class A Notes and any amounts required under the Intercreditor Agreement to be paid in priority to or pari passu with the Class A Notes and to discharge any amount due to the Swap Counterparties (including payments for termination) subordinated to the Class A Notes.

The Intercreditor Agreement will be governed by and construed in accordance with Italian law.

The Italian Deed of Pledge

Pursuant to an Italian law deed of pledge to be executed on or around the Issue Date (the "Italian Deed of Pledge"), the Issuer will create in favour of the Issuer Secured Creditors concurrently with the issue of the Notes, a pledge over (i) all monetary claims and rights and all the amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled from time to time pursuant to the Transfer Agreements, the Servicing Agreement, the Back-up Servicing Agreement, the Warranty and Indemnity Agreement, the Corporate Services Agreement, the Stichting Corporate Services Agreement, the Intercreditor Agreement, the Cash Administration and Agency Agreement (other than in respect of certain provisions of the Cash Administration and Agency Agreement which are governed by English law), the Quotaholder's Agreement, the Liquidity Agreement, the Limited Recourse Loan Agreement and the Notes Subscription Agreement; (ii) a pledge over the Securities deposited from time to time in the Securities Account; and (iii) a pledge over the positive balance of the Accounts (other than the Expenses Account, the Quota Capital Account, the Investment Account and the Principal Amortisation Reserve Accounts).

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, the Swap Counterparties, the Cash Manager, the Computation Agent, the Paying Agents, the Representative of 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 in relation to the Notes, including arranging for the payment of principal and interest to the Monte Titoli Account Holders;

(b) the Agent Bank will calculate the amount of interest payable on the Class A Notes on each Payment Date;

(c) the Computation Agent will perform certain other calculations in respect of the Notes and set out, in a payment report, the payments due to be made by the Issuer on each Payment Date in accordance with the applicable Order of Priority and to prepare investors' reports providing information on the performance of the Portfolios;

(d) the Operating Bank, the Transaction Bank, the English Transaction Bank and the Cash Manager will provide the Issuer with certain cash administration and investment services, in relation to the monies standing, from time to time, to the credit of the relevant Accounts.

As Computation Agent, Deutsche Bank AG, London Branch, agrees to perform the obligations required to be performed by it or the Issuer under Condition 6(1) (Payment Dates and Interest Periods), Condition 6(3)(b) (Determination of the Interest Rate, calculation of the Interest Amount and Single Series Class B Notes Interest Payment Amount), Condition 6(9) (Interest Amount Arrears) and Condition 7(8) (Calculations to be made on the Calculation Date). In particular, the Computation Agent, to the extent required under and as provided for in the Conditions:

1. on each Calculation Date, shall determine:

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(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 Payment Date;

(c) the Single Portfolio Class A Note Principal Payment Amounts paid on the preceding Payment Date;

(d) the Principal Amount Outstanding of each Class of Notes on the next following Payment Date;

(e) the Principal Amount Outstanding of the Notes of all Classes on the next following Payment Date;

(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 next following 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 Amortised Principal and Single Portfolio Available Funds (if any); and (ii) the amount of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, Single Portfolio Class A Notes Principal Payment Amount and Single Portfolio Notes Principal Amount Outstanding;

(k) the amount of the Principal Amortisation Reserve Amounts, Reserve Amount, Reserve Amount Quotas or Single Portfolio Reserve Amounts (if any);

(l) the amounts payable to (a) the Liquidity Providers under the Liquidity Agreements and (b) the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(m) any Single Portfolio Negative Balance of each Portfolio and how either (a) the Advances or (b) the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances are to be used to augment the Single Portfolio Available Funds;

(n) any Negative Balance of each Portfolio and how either (a) the Advances or (b) the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances are to be used to augment the Issuer Available Funds;

(o) the Interest Amount Arrears, if any, that will arise in respect of each Class of Notes on the immediately following Payment Date;

(p) the Revenue Eligible Investments Amount in respect of the immediately preceding Liquidation Date;

(q) the amount invested in Eligible Investments out of the Payments Account on the immediately preceding Investment Date;

(r) the amount invested in Eligible Investments out of the Collection and Recoveries Account on the immediately preceding Investment Date;

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(s) the amount invested in Eligible Investments out of the Principal Accumulation Account on the immediately preceding Investment Date;

(t) the amount invested in Eligible Investments out of the Reserve Account on the immediately preceding Investment Date;

(u) the amount invested in Eligible Investments out of the Single Portfolio Reserve Account on the immediately preceding Investment Date;

(v) the amount invested in Eligible Investments out of the Principal Amortisation Reserve Account on the immediately preceding Investment Date;

(w) the amount invested in Eligible Investments out of the Liquidity Reserve Account on the immediately preceding Investment Date;

(x) the amount to be credited to the Principal Accumulation Account in accordance with the applicable Order of Priority;

(y) the amount to be credited to the Principal Amortisation Reserve Account in accordance with the applicable Order of Priority;

(z) the Single Portfolio Reserve Amount to be credited to the Single Portfolio Reserve Account in accordance with the applicable Order of Priority;

(aa) the Reserve Amount Quota to be credited to the Reserve Account in accordance with the applicable Order of Priority;

(bb) the Class B Notes Additional Interest Amount;

(cc) whether a Class A Disequilibrium Event has occurred;

(dd) whether a Single Portfolio Detrimental Event has occurred;

(ee) whether a Detrimental Event has occurred;

(ff) whether a Trigger Event has occurred;

(gg) whether a Cross Collateral Event has occurred; and

(hh) the payments (if any) to be made to each of the parties to the Intercreditor Agreement under the relevant Transaction Document,

and will determine how the Issuer's funds available for distribution pursuant to the Conditions 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 Acceleration Order of Priority (as the case may be), and will deliver to the Paying Agents and the Transaction Bank a report setting forth such determinations and amounts;

2. furthermore, the Computation Agent shall:

(a) on each Calculation Date, notify the Principal Paying Agent, the Italian Paying Agent, the Irish Listing Agent, the Representative of the Noteholders, the Servicers, the Transaction Bank, the English Transaction Bank, Monte Titoli (in any such way as might be required by Monte 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 each Class of Notes to be paid on the immediately following Payment Date; (ii) the amount of any

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principal payment due to be made on each Class of Notes on the next following Payment Date; and (iii) the Principal Amount Outstanding with respect to each Class of Notes after deduction of the payments of principal to be made on the immediately following Payment Date;

(b) not later than 15 Business Days after each Payment Date, deliver to the Representative of the Noteholders, the Principal Paying Agent, the Italian Paying Agent, the Rating Agency the Servicers, and the Irish Listing Agent, an investors report, in the form which shall be agreed with the Representative of the Noteholders (the "Investors Report") which shall be based on the data contained in the servicing report for the overall portfolio prepared by the Operating Bank. The first Investor Report will be available by no later than 15 Business Days following the Payment Date falling in 29 April 2011;

(c) maintain records of the calculation made by it and make such records available for inspection at 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 Disequilibrium Event with respect to one or more Portfolios has occurred, promptly after each Calculation Date, give the Issuer, the Transaction Bank and the English Transaction Bank written notice of such occurrence (respectively, the "Single Portfolio Detrimental Event Notice" and the "Disequilibrium Event Notice"). By the Single Portfolio Detrimental Event Notice and/or the Disequilibrium Event Notice, the Computation Agent shall instruct (in the name and on 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/or Liquidity Reserve Account and/or Principal Amortisation Reserve Accounts. In this respect the Issuer hereby attributes the relevant powers to the Computation Agent.

In addition, pursuant to clause 13 of the Cash Administration and Agency Agreement, on one hand, any Agent may resign its appointment upon not less than 90 days' notice to the Issuer subject to certain conditions; and, on the other hand, the Issuer may revoke the appointment of any Agent by giving not less than 60 days' notice, provided, however, that such revocation shall not take effect until a successor has been duly appointed in accordance with clause 13.5 and clause 13.6 of the Cash Administration and Agency Agreement and notice of such appointment has been given in writing to Monte Titoli.

The appointment of any Agent shall terminate forthwith if (a) it becomes unable to pay its debts as they fall due; or (b) it takes any action for a readjustment or deferment of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors; or (c) an order is made or an effective resolution is passed for its winding-up; or (d) any event occurs which has an analogous effect to any of the foregoing or (e) with regard to the Principal Paying Agent, the Italian Paying Agent, the Transaction Bank, the English Transaction Bank and the Operating Bank (only in the event of a Successor of Cassa Centrale) it ceases to be an Eligible Institution. The Issuer may appoint (or shall promptly appoint in case any of the circumstances under letters (a), (b), (c), (d) or (e)occur) successor or additional agents.

In the event that (i) any Agent gives notice of its resignation in accordance with clause 13.3 of the Cash Administration and Agency Agreement or (ii) the Issuer revokes its appointment in accordance with clause 13.2, by the tenth calendar day before the expiry of such notice a successor has not been duly appointed in accordance with clause 13.5, the resigning agent may itself, following such consultation with the Issuer and the Representative of the Noteholders as is practicable in the circumstances, appoint as its successor any reputable and experienced financial institution, and shall give notice of such appointment to the Issuer, the Representative of the Noteholders and the remaining agents, whereupon the Issuer, the remaining agents and such successor shall acquire and become

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subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

Upon any resignation or revocation or any termination taking effect under the Cash Administration and Agency Agreement, the relevant agent shall be released and discharged from its obligations under the Cash Administration and Agency Agreement.

Eligible Investments

The Issuer has established the Investment Account as a securities account into which it will deposit all Eligible Investments from time to time bought by or on behalf of the Issuer.

"Eligible Investments" means:

(A) euro-denominated senior (unsubordinated) debt securities or other debt instruments, or

(B) repurchase transactions, to the extent that title to the securities underlying such repurchase transactions (in the period comprised between the execution of the relevant repurchase transactions and their respective maturity) effectively passes to the Issuer, between the Issuer and an Eligible Institution in respect of euro-denominated debt securities or other debt instruments,

provided that: (i) in all cases such investments are immediately repayable on demand, disposable without penalty or have a maturity date falling on or before the next following Liquidation Date; (ii) in all cases such investments provide a fixed principal amount at maturity (such amount not being lower than the initially invested amount); (iii) in all cases the debt securities or other debt instruments, or in the case of repurchase transactions, the debt securities or other debt instruments underlying the repurchase transactions, are issued by, or fully and unconditionally guaranteed on an unsubordinated basis by, an institution whose unsecured and unsubordinated debt obligations are rated at least: (A) either "A2" by Moody's in respect of long-term debt or "P-1" by Moody's in respect of short-term debt, with regard to investments having a maturity of less than one month or (B) "A1" by Moody's in respect of long-term debt and "P-1" by Moody's in respect of short-term debt, with regard to investments having a maturity between one and three months or (C) "Aa3" in respect of long-term debt and "P-1" in respect of short-term debt, with regard to investments having a maturity between three and six months, or such other rating as acceptable to Moody's from time to time; and (iv) in no case such investment shall be made, in whole or in part, actually or potentially, in credit linked notes or similar claims resulting from the transfer of credit risk by means of credit derivatives or tranches of other asset-backed securities.

Pursuant to the Cash Administration and Agency Agreement, the Cash Manager may invest, on behalf of 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 Business Day immediately following a Payment Date and the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day) if the balance of such account is equal to or higher than Euro 50,000; (ii) the balance of the Collection and Recoveries Account may be invested in Eligible Investments on the Business Day immediately following a Payment Date and the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day); (iii) the balance of the Principal Accumulation Account may be invested in Eligible Investments on the Business Day following any Payment Date up to (but excluding) the First Amortisation Payment Date; (iv) the balance of the Reserve Account may be invested in Eligible Investments on the Business Day following the date on which the relevant amounts shall be credited on such account; (v) the balance of each Single Portfolio Reserve Account may be invested in Eligible Investments on the Business Day following the date on which the relevant amounts shall be credited on each such account; and (vi) the balance of each Liquidity Reserve Account may be invested in Eligible

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Investments on the Business Day following the date on which the relevant amounts shall be credited on each such account; each such date, an "Investment Date".

The Cash Administration and Agency Agreement will be governed by and construed 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 Notes Subscription AgreementPursuant to a subscription agreement to be entered into on or prior to the Issue Date, between the Issuer, the Representative of the Noteholders and the Originators (the "Notes Subscription Agreement"), the Originators shall subscribe for the Notes and will appoint the Representative of the Noteholders to act as the representative of the Noteholders, subject to the conditions set out therein.

The Notes Subscription Agreement will be governed by and construed in accordance with Italian law.

The Swap Agreement

In order to hedge its interest rate exposure in relation to its floating rate interest obligations under the Class A Notes, the Issuer will enter into three swap transactions (each a "Swap Transaction" and together the "Swap Transactions") on or prior to the Issue Date. Such Swap Transactions shall be governed by a 1992 ISDA Master Agreement (Multi-Cross Border) (an "ISDA Master Agreement"), together with a Schedule thereto (a "Schedule"), a credit support annex (a "Credit Support Annex") and each swap confirmation (each, a "Swap Confirmation" and together with the ISDA Master Agreement, the Schedule and the Credit Support Annex between the Issuer and the applicable Swap Counterparty, the "Swap Agreement") between and among the Issuer, each Swap Counterparty and the Representative of the Noteholders. For a description of the Swap Counterparties, see "The Swap Counterparties".

In particular the applicable Swap Counterparty and the Issuer agree that: (a) pursuant to the terms of a floating to floating Swap Transaction, they will exchange the relevant index applicable to the non-Defaulted Claims bearing a floating interest rate indexed to six-month Euribor, plus a fixed spread, with the six-month Euribor due on the Class A Notes; (b) pursuant to the terms of a floating to floating Swap Transaction, they will exchange the relevant index applicable to the non-Defaulted Claims bearing a floating interest rate indexed to one-month Euribor or three-month Euribor with the six-month Euribor due on the Class A Notes; and (c) pursuant to the terms of a fixed to floating Swap Transaction, they will exchange a fixed rate on the non-Defaulted Claims bearing a fixed interest rate, with the six-month Euribor due on the Class A Notes.

Where the net payment is due to be made by a Swap Counterparty, such Swap Counterparty will make the relevant payment to the Issuer two Business Days prior to the relevant Payment Date; where the net payment is due to be made by the Issuer, the Issuer will make the relevant payment to the applicable Swap Counterparty on the relevant Payment Date in accordance with the applicable Order of Priority.

Rating downgrade provisions

The Swap Agreements will contain certain limited termination events and events of default which will entitle either party to terminate the applicable Swap Transactions. These are set out in detail in each Swap Agreement, but some of these termination events are summarised here.

In particular, following the occurrence of an Initial Rating Event, the applicable Swap Counterparty shall, within the time periods specified in and further subject to other details as set out in the Swap Agreements, either:

deliver credit support to the Issuer in accordance with the terms of the Credit Support Annex and, following such delivery, maintain credit support as required under the Credit Support Annex, or

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provide, or cause to be provided, an Eligible Guarantee (as such term is defined in the Swap Agreement) to the Issuer in respect of all of the Swap Counterparty's present and future obligations under the Swap Agreement, or

transfer its rights and obligations under the Swap Agreement and all Confirmations pursuant to a Qualifying Novation (as such term is defined in the Swap Agreement).

If, following the occurrence of an Initial Rating Event, a Swap Counterparty fails to take any one of the measures described above within the relevant time period specified in the Swap Agreements, then, subject to any terms specified under the Swap Agreements, such failure will constitute a termination event under the relevant Swap Agreement with the Issuer being entitled to terminate the applicable Swap Transactions if certain additional conditions are met.

Furthermore, following the occurrence of a Subsequent Rating Event, the applicable Swap Counterparty shall, within the time period specified in and further subject to other details as set out in the Swap Agreements, either:

provide, or cause to be provided, an Eligible Guarantee to the Issuer in respect of all of such Swap Counterparty's present and future obligations under the Swap Agreement; or

transfer its rights and obligations under the relevant Swap Agreement and all Confirmations pursuant to a Qualifying Novation;

provided that, in each case, the applicable Swap Counterparty shall also be required to deliver (or continue to maintain, as the case may be) credit support to the Issuer under the Credit Support Annex as further described in the relevant Swap Agreement.

Subject to the provisions of the relevant Swap Agreement, failure by a Swap Counterparty to take the applicable course of action following the occurrence of a Subsequent Rating Event within the relevant time period specified in such Swap Agreement will constitute a termination event or an event of default under such Swap Agreement with the Issuer being entitled to terminate the applicable Swap Transactions if certain additional conditions are met.

In addition, each Swap Transaction may be terminated, whether or not the Notes have been paid in full on or prior to such termination, upon, among other things, (i) certain events of bankruptcy, insolvency, conservatorship, receivership or reorganisation of the Issuer or the applicable Swap Counterparty, (ii) failure on the part of the Issuer or the applicable Swap Counterparty to make any payment under the relevant Swap Agreement within the applicable grace period, (iii) certain withholding or other taxes being imposed on payments to be made under the relevant Swap Agreement, (iv) a change in law making it illegal for either the Issuer or the applicable Swap Counterparty to be a party to, or perform an obligation under, the relevant Swap Agreement, or (v) issuance of a Trigger Notice or an irrevocable notice of redemption of the Notes pursuant to Condition 7(5) (Optional redemption) or Condition 7(3) (Redemption for taxation).

An "Initial Rating Event" will have occurred if:

(i) the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are rated below "Prime-1" by Moody's and its long-term unsecured and unsubordinated debt obligations are rated below "A2" by Moody's; or

(ii) if the short-term unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are not rated by Moody's, its long-term, unsecured and unsubordinated debt obligations are rated below "A1" by Moody's.

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A "Subsequent Rating Event" will have occurred if:

(i) the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are rated below "Prime-2" and its long-term, unsecured and unsubordinated debt obligations are rated below "A3" by Moody’s; or

(ii) if the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are not rated by Moody’s, its long-term, unsecured and unsubordinated debt obligations are rated below "A3" by Moody’s.

Return of Excess Swap Collateral

If, following the occurrence of an Initial Rating Event or Subsequent Rating Event, a Swap Counterparty is required to transfer collateral in accordance with the Credit Support Annex, the Issuer will open a Collateral Account with an Eligible Institution acting through a branch located in England.

The Issuer's obligation to return, from time to time, any Excess Swap Collateral to a Swap Counterparty will be met, from time to time, by utilising monies and/or securities standing to the credit of the Collateral Account. The Issuer will make these payments and/or will return collateral to the Swap Counterparty as they fall due which may include days other than the Payment Dates. These payments and/or return of collateral will be made directly to the applicable Swap Counterparty and outside of the applicable order of priority.

The obligations of the Issuer under each Swap Agreement (with the exclusion of any obligation of reimbursement of any amount held by the Issuer which properly belongs to the applicable Swap Counterparty in respect of any amount deposited in the Collateral Account and payable to such Swap Counterparty pursuant to the relevant Swap Agreement) shall be limited in recourse to the Issuer Available Funds.

Each Swap Agreement will be governed by and will be construed in accordance with English law.

The Liquidity Agreement

Under the terms of a liquidity agreement to be entered into on or prior to the Issue Date (the "Liquidity Agreement"), between the Issuer and each Liquidity Provider, the Liquidity Providers shall make revolving liquidity facilities available to the Issuer in the aggregate maximum amount of € 25,656,000.00 (the "Maximum Commitment Amount") divided as follows between Mediocredito Trentino A.A. Euro 10,375,000, Banca di Credito Cooperativo di Cherasco Euro 3,731,000, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo Euro 1,606,000, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo Euro 1,443,000, Cassa Rurale di Pergine Banca di Credito Cooperativo Euro 1,395,000, Centromarca Banca Credito Cooperativo Euro 1,231,000, Cassa Rurale Alto Garda Banca di Credito Cooperativo Euro 1,263,000, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo Euro 921,000, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo Euro 719,000, Cassa Rurale di Rovereto Banca di Credito Cooperativo Euro 840,000, Banca Alto Vicentino Credito Cooperativo Schio Euro 705,000, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo Euro 570,000, Banca di Cavola e Sassuolo Credito Cooperativo Euro 341,000 and Cassa Rurale di Folgaria Banca di Credito Cooperativo Euro 516,000, (each of the amounts a "Single Provider Maximum Commitment Amount").

The Liquidity Agreement will provide liquidity support with respect to the Portfolios in the event of a shortfall of the relevant Single Portfolio Available Funds (calculated before an Advance is drawn)

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available on any Payment Date for payment of all amounts due to be paid by the Issuer on such Payment Date out of such Single Portfolio Available Funds under certain items of the Pre-Acceleration Order of Priority.

In particular:

(a) any advance drawn under the Liquidity Agreement will be included in the Single Portfolio Available Funds in respect of the payments under items (i), (ii), (iv), (v), (vi), (vii), (viii) and(ix) of the Pre-Acceleration Order of Priority; and

(b) in respect of the payments under item (x) of the Pre-Acceleration Order of Priority, the Advances may be utilised in an amount equal to the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent of the Principal Amount Outstanding of the Class A Notes of the relevant Portfolio as at the day following the immediately preceding Payment Date. Provided that the Advances could be utilised in their full amount if by doing so the Class A Notes will be fully redeemed on that Payment Date.

In addition, each Liquidity Provider might be called to provide liquidity support in respect of any of the other Portfolios: (i) in the event of a shortfall of the relevant Single Portfolio Available Funds which exceeds the outstanding maximum commitment amount of the Liquidity Provider; or (ii) in the event that such Liquidity Provider defaults under its obligations to give liquidity support to the Issuer.

Should any of the events under (i) and (ii) above occure, each Liquidity Provdider has undertaken to pay to the Issuer an amount equal to the lower of:

(i) the product between (A) the relevant Single Provider Avalable Amount (as defined below) as of the relevant Payment Date and (B) the relevant Individual Proportion (as defined below); and

(ii) the relevant Single Provider Available Amount.

The "Individual Proportion" is the ratio between (1) the relevant shortfall and (2) the sum of all Single Provider Available Amount as of the relevant Payment Date.

In the event that any of the Cross Collateral Order of Priority or the Acceleration Order of Priority becomes applicable, the Liquidity Providers will provide liquidity support with respect to the aggregate of all the Portfolios in case of a shortfall of the Issuer Available Funds (calculated before any advance is drawn) available on any Payment Date for payment of all amounts due to be paid by the Issuer on such Payment Date out of the Issuer Available Funds in respect of certain items of the Cross Collateral Order of Priority or the Acceleration Order of Priority, as the case may be.

In particular:

(a) any Advance drawn under the Liquidity Agreement will be included in the Issuer Available Funds in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix) and (x) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix)of the Cross Collateral Order of Priority (as applicable); and

(b) in respect of payments ranking as item (xi) of the Acceleration Order of Priority and ranking as item (x) of the Cross Collateral Order of Priority (as applicable), the Advances may be utilised in an amount equal to the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be utilised in their full amount if by doing so the Class A Notes will be fully redeemed on that Payment Date.

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In particular, on each Payment Date, Advances may be drawn from each Liquidity Provider in a maximum amount (the "Single Provider Available Amount"), as specified in the Liquidity Agreement, not higher than the difference between (i) the relevant Single Provider Maximum Commitment Amount and (ii) Advances drawn from such Liquidity Provider and not reimbursed up to such Payment Date (included). For the sake of clarity the Single Provider Available Amount shall be calculated on each Calculation Date (in accordance with the Liquidity Agreement) taking into account amounts that will be reimbursed to each relevant Liquidity Provider on the immediately followingPayment Date.

Interest on the Advances shall accrue at a rate equal to the Euribor plus a margin of 0.1 per cent per annum. The obligation of the Issuer to pay interest and repay the principal amounts outstanding under the Liquidity Agreement to each of the Liquidity Providers will be limited recourse to the relevant Single Portfolio Available Funds or in the event the Cross Collateral Order of Priority or the Acceleration Order of Priority becomes applicable, (together with the obligation to pay interest and repay the principal amounts outstanding under the other Liquidity Agreement to the other Liquidity Providers) to the Issuer Available Funds.

The Liquidity Agreement will be governed by and construed in accordance with Italian law.

The Limited Recourse Loan Agreement

Pursuant to a limited recourse loan agreement entered into on the Signing Date (the "Limited Recourse Loan Agreement") between the Issuer, the Limited Recourse Loan Providers, the Transaction Bank, the Cash Manager and the Operating Bank, each Limited Recourse Loan Provider will grant the Issuer a Limited Recourse Loan up to a specified amount by means of advancing (i) Italian treasury bonds (Titoli di Stato); or (ii) only following the awarding by the Rating Agency of a rating lower than Aa3 to the Republic of Italy, the Eligible Investments purchased with the proceeds arising out of the sale of the Italian treasury bonds (Titoli di Stato), as described below (the "Securities") to the Issuer. The Securities will be credited to the relevant Securities Account to be held with the Transaction Bank, by each Limited Recourse Loan Provider. The Cash Manager shall use the amounts arising out of the final maturities of the Securities to purchase other Securities.

Upon the occurrence of the MTAA Downgrading Event, Mediocredito Trentino A.A shall (i) promptly communicate to the Issuer, to the Transaction Bank and to the Representative of the Noteholders the occurrence of the MTAA Dwongrading Event; and (ii) Medicocredito Trentino shall respect the provisions of the Limited Recourse Loan Agreement

Should the Republic of Italy, at any time, be awarded by the Rating Agency of a rating lower than Aa3 the Cash Manager shall be obliged to sell the Italian treasury bonds and to use the relevant proceeds to purchase Eligible Investments.

The Limited Recourse Loan may be used by the Issuer as an alternative to the facility granted under the Liquidity Agreement, where the Issuer Available Funds or the Single Portfolio Available Funds, as applicable, are not sufficient to enable the Issuer to meet its payment obligations to the Class ANoteholders and to cover any costs relating to the Transaction which rank in priority to the Class ANoteholders pursuant to the applicable Order of Priority. The Securities credited by each Limited Recourse Loan Provider may be sold and the relevant proceeds used on each Payment Date only in an amount equal to the Advances that should be paid by it in its capacity as Liquidity Provider on the same Payment Date and provided that: 1) such Liquidity Provider has not notified in writing its intention to pay the owed Advances, and 2) such Liquidity Provider has not provided the owed Advances in accordance with the terms and conditions of the Liquidity Agreement. After an amount of Securities being used on a Payment Date, the obligation of the relevant Liquidity Provider to provide Advances under the Liquidity Agreement shall be extinguished for a corresponding amount.

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The yield on the Securities collected by the Issuer during any Collection Period and, subject to the provisions of the Limited Recourse Loan Agreement and the Cash Administration and Agency Agreement, the proceeds from the sale made during such Collection Period or redemption thereof will form part of the relevant Single Portfolio Available Funds. The Securities may be sold in accordance with the terms and within the limits set out in the Limited Recourse Loan Agreement.

The Limited Recourse Loan Agreement will be governed by and construed in accordance with Italian law.

The English Deed of Charge

Pursuant to a deed of charge and assignment governed by English law and executed by the Issuer on the Signing Date (the "English Deed of Charge and Assignment" and together with the Italian Deed of Pledge, the "Security Documents"), the Issuer has assigned absolutely and to the effect not effectively assigned, has charged by way of first fixed security in favour of the Representative of the Noteholders (in its capacity as security trustee thereunder) on its own behalf and on behalf of the Noteholders and the Other Issuer Creditors, all the Issuer's rights, title, interest and benefit (present and future) in, to and under (i) the Swap Agreements, the English-law governed provisions of the Cash Administration and Agency Agreement and all future contracts, agreements, deeds and documents governed by English law to which the Issuer may become a party in relation to the Notes, the Claims and the Portfolios and (ii) the English Investment Account and any other English Accounts which the Issuer may open from time to time, and has 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 which are not subject to effective security created pursuant to the other clauses of the English Deed of Charge and Assignment or otherwise.

The English Deed of Charge will be governed by and construed in accordance with English law.

The Quotaholder's Agreement

Under the terms of a quotaholder's agreement to be entered into on or prior to the Issue Date between the Quotaholder, the Representative of the Noteholders and the Issuer (the "Quotaholder's Agreement") certain rules shall be set out in relation to the corporate governance of the Issuer.

The Quotaholder's Agreement will be governed by and construed in accordance with Italian law.

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WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES

Under the Conditions, the Final Maturity Date of the Class A Notes is the Payment Date falling in 29 October 2049 and the Class A Notes will be subject to mandatory redemption in full or in part on the First Amortisation Payment Date and on each Payment Date thereafter to the extent that on such Payment Date the Issuer has sufficient available funds to be applied for this purpose in accordance with the applicable Order of Priority. The Class A Notes may also be subject to optional redemption in full under certain circumstances.

The tables below show the expected average life of the Class A Notes on the basis of various assumptions regarding prepayment rates and certain other factors and assuming that the Issuer will exercise its option to redeem the Notes under Condition 7(5) (Optional redemption). The assumptions used to calculate the expected average life of the Notes hereunder are based on the historical performance of the loans originated by each of the Originators having the same characteristics as those of the Claims.

Constant Prepayment Rate (CPR)

(% per annum)

Expected Average Life(years)

Expected Maturity

7.5% 4.36 years 29 April 2019

The base case assumption above reflects the current expectations of the Issuer but no assurance can be given that the redemption of the Class A Notes will occur as described above. The prepayment rates are stated as an average annual prepayment rate but the prepayment rate for one Interest Period may substantially differ from one period to another. The constant prepayment rates shown above are purely illustrative and do not represent the full range of possibilities for constant prepayment rates.

The average life of the Class A Notes is subject to factors that are largely out of the control of the Issuer. As a consequence no assurance can be given that the above estimates will prove in any 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 368,500,000 Class A Asset Backed Floating Rate Notes due October 2049 (the "Class ANotes"), Euro 23,320,896 Class B1 Asset Backed Floating Rate Notes due October 2049 (the "Class B1 Notes"), Euro 8,277,171 Class B2 Asset Backed Floating Rate Notes due October 2049 (the "Class B2 Notes"), Euro 3,496,607 Class B3 Asset Backed Floating Rate Notes due October 2049(the "Class B3 Notes"), Euro 3,150,604 Class B4 Asset Backed Floating Rate Notes due October 2049 (the "Class B4 Notes"), Euro 3,073,502 Class B5 Asset Backed Floating Rate Notes due October 2049 (the "Class B5 Notes"), Euro 2,615,599 Class B6 Asset Backed Floating Rate Notes due October 2049 (the "Class B6 Notes"); Euro 2,760,642 Class B7 Asset Backed Floating Rate Notes due October 2049 (the "Class B7 Notes"), Euro 2,055,178 Class B8 Asset Backed Floating Rate Notes due October 2049 (the "Class B8 Notes"), Euro 1,578,761 Class B9 Asset Backed Floating Rate Notes due October 2049 (the "Class B9 Notes"), Euro 1,775,632 Class B10 Asset Backed Floating Rate Notes due October 2049 (the "Class B10 Notes"), Euro 1,536,312 Class B11 Asset Backed Floating Rate Notes due October 2049 (the "Class B11 Notes"), Euro 1,267,625 Class B12 Asset Backed Floating Rate Notes due October 2049 (the "Class B12 Notes"), Euro 746,171Class B13 Asset Backed Floating Rate Notes due October 2049 (the "Class B13 Notes"), Euro 1,132,184 Class B14 Asset Backed Floating Rate Notes due October 2049 (the "Class B14 Notes" and together with the Class B1 Notes, the Class B2 Notes, the Class B3 Notes, the Class B4 Notes, the Class B5 Notes, the Class B6 Notes, the Class B7 Notes, the Class B8 Notes, the Class B9 Notes, the Class B10 Notes, the Class B11 Notes, the Class B12 Notes, the Class B13 Notes, the "Class BNotes" and together with the Class A Notes, the "Notes") will be issued by Cassa Centrale Finance 3 S.r.l. (the "Issuer") on 22 December 2009 (the "Issue Date") in order to finance the purchase of the Claims (as defined below). The Issuer is a company incorporated with limited liability under the laws of the Republic of Italy in accordance with Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Securitisation Law"), having its registered office at Largo Chigi 5, 00187 Rome.The Issuer is enrolled in the register held by the Bank of Italy pursuant to article 106 of the Consolidated Banking Act with No. 33370.8.

The Notes are subject to and with the benefit of a cash administration and agency agreement (the "Cash Administration and Agency Agreement") dated 17 December 2009 (the "Signing Date") between the Issuer, the Servicers (as defined below), 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 bank appointed from time to time in respect of the Notes), Deutsche Bank AG, London Branch as principal paying agent, computation agent, agent bank, English transaction bank and cash manager (in such capacities, respectively, the "Principal Paying Agent", the "Computation Agent", the "Agent Bank", the "English Transaction Bank" and the "Cash Manager", which expressions include any successor principal paying agent, computation agent, agent bank, English transaction bank and cash manager, respectively appointed from time to time in respect of the Notes), Deutsche Bank S.p.A. as transaction bank and Italian paying agent (in such capacities, respectively, the "Transaction Bank" and the "Italian Paying Agent" which expression includes any successor transaction bank and Italian paying agent respectively appointed from time to time in respect of the Notes), the Principal Paying Agent and the Italian 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 (in such capacity, the "Representative of the Noteholders", which expression includes any successor or additional 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, inter alia, the terms of the rules of the organisation of the Noteholders (the "Rules of the Organisation of

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Noteholders") which constitute an integral and essential part of these Conditions. The Rules of the Organisation of Noteholders are attached hereto as a schedule. The rights and powers of the Representative of the Noteholders and the Noteholders may be exercised only in accordance with the Rules of the Organisation of Noteholders.

Certain of the statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Cash Administration and Agency Agreement, the Intercreditor Agreement (as defined below) and the other Transaction Documents (as defined below). Any reference in these Conditions to a particular Transaction Document is a reference to such Transaction Document as from time to time created and/or modified and/or supplemented in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so 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"), the holders 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"), the holders 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"), the holders 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"), the holders 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"and, together with the Class B1 Noteholders, the Class B2 Noteholders, the Class B3 Noteholders, the Class B4 Noteholders, the Class B5 Noteholders, the Class B6 Noteholders, the Class B7 Noteholders, the Class B8 Noteholders, the Class B9 Noteholders, the Class B10 Noteholders, the Class B11 Noteholders, the Class B12 Noteholders, the Class B13 Noteholders, the "Class BNoteholders" and, together with the Class A Noteholders, the "Noteholders" and each a "Noteholder") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Cash Administration and Agency Agreement, the Rules of the Organisation of Noteholders, the Intercreditor Agreement and the other Transaction Documents applicable to them. Copies of the Cash Administration and Agency Agreement, the Rules of the Organisation of Noteholders, the Intercreditor Agreement and the other Transaction Documents are available for inspection during normal business hours by the Noteholders at the Specified Office of the Representative 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 of Italian law No. 130 of 30 April 1999 (disposizioni sulla cartolarizzazione dei crediti), as amended from 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 the Representative of the Noteholders and at the Specified Offices of the Paying Agents.

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 of the Notes.

The principal source of funds available to the Issuer for the payment of amounts due on the Notes will be collections and recoveries made in respect of the Claims. The Claims will be segregated from all other assets of the Issuer by operation of the Securitisation Law and, pursuant to the Intercreditor Agreement, amounts deriving therefrom will be available, both before and after a winding-up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, to pay costs, fees and expenses due to the Other Issuer Creditors under the Transaction Documents and to pay any other creditor of the Issuer in respect of costs, liabilities, fees or expenses payable to any such other creditor in relation to the securitisation of the Claims by the Issuer through the issuance of the Notes (the "Securitisation").

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Each Servicer shall ensure the proper segregation of the Issuer's accounting and property from its own activities and each Servicer, as "soggetto incaricato della riscossione dei crediti e dei servizi di cassa e pagamento" pursuant to article 2(6) of the Securitisation Law, shall be responsible for verifying that the transactions to be carried out in connection with the Securitisation comply with applicable laws and are consistent with the contents of the Prospectus.

Under the terms of the Intercreditor Agreement, the Issuer has, inter alia, granted a mandate to the Representative of the Noteholders, pursuant to which, inter alia, following service of a Trigger Notice, the Representative of the Noteholders shall be authorised under article 1723, second paragraph, of the Italian civil code, to exercise, in the name of the Issuer but in the interest and for the benefit of the Noteholders and the Other Issuer Creditors, all the Issuer's contractual rights arising out of the Transaction Documents to which the Issuer is a party and in respect of the Claims, including the right to sell them in whole or in part, in the interest of the Noteholders and the Other Issuer Creditors.

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of all the provisions of the Transaction Documents applicable to them. In particular, each Noteholder, by reason of 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 Transaction Documents to which the Representative of the Noteholders is a party as if such Noteholder was itself a signatory thereto.

1. DEFINITIONS

(a) In these Conditions:

"1992 ISDA Master Agreements" means the agreements executed on or about the Issue Date between, respectively (i) the Issuer and Mortgage Loans Swap Counterparty and (ii) the Issuer and Mutui Agrari Swap Counterparty, as published by The International Swaps and Derivatives Association Inc; and "1992 ISDA Master Agreement" means each, all or any of them, as the context may require;

"Acceleration Order of Priority" means the provisions relating to the order of priority of payments as set out in Condition 5(2) (Acceleration Order of Priority).

"Accounts" means, collectively, the Payments Account, the Collection and Recoveries Account, the Transitory Collection and Recoveries Accounts, the Securities Accounts, the Principal Accumulation Account, the Investment Account, the Principal Amortisation Reserve Accounts, the Expenses Account, the Reserve Account, the Liquidity Reserve Accounts, the Quota Capital Account and the Single Portfolio Reserve Accounts.

"Advance" means any advance made by any of the Liquidity Providers to the Issuer pursuant to the Liquidity Agreement.

"Back-up Servicer" means Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A. or any successor servicer appointed from time to time in respect of this Securitisation.

"Back-up Servicing Agreement" means the back-up servicing agreement dated the Signing Date between, inter alios, the Issuer, the Representative of the Noteholders and the Back-up Servicer.

"Banca di Cavola e Sassuolo" means Banca di Cavola e Sassuolo Credito Cooperativo.

"Basic Terms Modification" has the meaning given to it in the Rules of the Organisation of Noteholders.

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"BCC Alto Vicentino" means Banca Alto Vicentino Credito Cooperativo, Schio.

"BCC di Cherasco" means Banca di Credito Cooperativo di Cherasco.

"BCC Securities Accounts" means 13 euro-denominated current accounts, opened with the Transaction Bank, or any other account as may replace it in accordance with this Agreement;

"Borrowers" means, collectively, the borrowers under the Loans and "Borrower" means any one of them.

"Business Day" means a day on which banks are open for business in Milan, Dublin and London and which is a TARGET 2 Settlement Day.

"Calculation Date" means the fourth business day prior to each Payment Date.

"Cancellation Date" means the later of (i) the last Business Day in October 2049; (ii) the date when the Portfolios Outstanding Amount will have been reduced to zero and the Issuer Available Funds have been entirely utilised by the Issuer pursuant to the applicable Order of Priority; and (iii) the date when all the Claims then outstanding will have been entirely written off or sold by the Issuer and the Issuer Available Funds have been entirely utilised by the Issuer pursuant to the applicable Order of Priority.

"Cassa Rurale Adamello-Brenta" means Cassa Rurale Adamello-Brenta Banca di Credito Cooperativo.

"Cassa Rurale Aldeno e Cadine" means Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo.

"Cassa Rurale Alto Garda" means Cassa Rurale Alto Garda Banca di Credito Cooperativo

"Cassa Rurale Centrofiemme Cavalese" means Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo.

"Cassa Rurale di Rovereto" means Cassa Rurale di Rovereto Banca di Credito Cooperativo.

"Cassa Rurale Folgaria" means Cassa Rurale di Folgaria Banca di Credito Cooperativo.

"Cassa Rurale Lavis" means Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo.

"Cassa Rurale Pergine" means Cassa Rurale di Pergine Banca di Credito Cooperativo.

"Cassa Rurale Pinetana Fornace Seregnano" means Cassa Rurale Pinetana Fornace e Seregnano.

"Centromarca Banca" means Centromarca Banca di Credito Cooperativo.

"Claims" has the meaning given to the term "Crediti" in each Transfer Agreement, which term identifies the debt claims arising from the Loans comprised in the Portfolios.

"Class A Notes Principal Payment Amount" means with respect to each Payment Date, the aggregate of all Single Portfolio Class A Notes Principal Payment Amounts.

"Class B Notes Additional Interest Amount" means, on each Payment Date and in respect of the relevant Class of Class B Notes:

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(a) prior to the service of either a Trigger Notice or a Cross Collateral Notice, the relevant Single Portfolio Available Funds to be applied on such Payment Date minus all payments or provisions to be made under the Pre-Acceleration Order of Priority under items (i) to (xxi);

(b) following the service of a Cross Collateral Notice, the Outstanding Notes Ratio of the Issuer Available Funds to be applied on such Payment Date minus all payments or provisions to be made under the Cross Collateral Order of Priority under items (i) to (xix);

(c) following the service of a Trigger Notice or in the event the Issuer opts for the early redemption of the Notes under Condition 7(5) (Optional redemption) or Condition 7(3) (Redemption for taxation), an amount equal to zero.

"Clean Up Option Date" means any Payment Date starting from the Payment Date falling on 29 October 2011, if on the preceding Calculation Date the principal outstanding amount of the Portfolios is equal to or less than 20 per cent of the lesser of (i) the principal outstanding amount of the Portfolios as 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 by the Issuer with the Transaction Bank, as better identified in the Cash Administration and Agency Agreement into which, inter alia, all the Collections will be transferred in accordance with the Cash Administration and Agency Agreement.

"Collateral" means (i) prior to the occurrence of an Early Termination Date (as defined in the Swap Agreement) for the Swap Transactions, the amount and/or securities (if any) standing to the credit of the account into which the collateral posted pursuant to the Swap Agreement is held (the "Collateral Account"); and (ii) following the date on which the Swap Transactions are terminated the monies and/or securities standing to the credit of the Collateral Account (if any) in an amount equal to the Excess Swap Collateral.

"Collection Date" means 31 March and 30 September of each year, the first Collection Date being 31 March 2011;

"Collection Period" means each period commencing on (and excluding) a Collection Date and ending on (but including) the next succeeding Collection Date and in the case of the first Collection Period, the period commencing on the Valuation Date (included) and ending on 31 March 2011 (included);

"Collection Policy" means, with respect to each Servicer, the collection policy applied by such Servicer in relation to its respective Portfolio.

"Collections" means any monies from time to time paid, as of (but excluding) the Valuation Date, in respect of the Loans and the related Claims (including, with respect to the Portfolio 1 and notwithstanding anything to the contrary in the Transaction Documents, any proceed from the enforcement of the guarantee eventually issued in accordance with clause 8.1.24(B) of the Servicing Agreement, which shall form part of the Single Portfolio Available Funds or Issuer Available Funds as applicable, as if they were Collections transferred by the relevant Servicer in respect of the Claims of the Relevant Porfolio).

"CONSOB" means the Commissione Nazionale per le Società e la Borsa.

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"Corporate Services Agreement" means the agreement dated the Signing Date between the Corporate Servicer, the Representative of the Noteholders and the Issuer.

"Corporate Servicer" means FIS Full Integrated Solutions S.p.A. or any successor corporate servicer appointed from time to time in respect of this Securitisation.

"Credit Support Annexes" mean the credit support annexes attached to, respectively, each 1992 ISDA Master Agreement; and "Credit Support Annex" means each, all or any of them, as the context may require;

"Criteria" means collectively the General Criteria and the Specific Criteria.

"Cross Collateral Order of Priority" means the provisions relating to the order of priority of payments as set out in Condition 5(3) (Cross Collateral Order of Priority).

"Decree 239" means Italian legislative decree No. 239 of 1 April 1996, as subsequently amended.

"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 relevant Servicer pursuant to its respective Collection Policy and in compliance with the applicable rules ‘Istruzioni di Vigilanza' of Banca d'Italia or a Claim which has at least, as the case may be: (i) 12 Unpaid Instalments in relation to Claims with monthly instalments; (ii) 5 Unpaid Instalments in relation to Claims with quarterly instalments; (iii) 3 Unpaid Instalments in relation to Claims with semi-annual Instalments; and (iv) 1 Unpaid Instalment in case of Claims with annual Instalments, which has remained unpaid for at least six months from the relevant due date.

"Default Ratio" means, with respect to any Payment Date, the ratio calculated as at the immediately 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 all Defaulted Claims, and (ii) the Outstanding Principal of the Claims as at the Valuation Date.

"Delegation of Payment" means the instructions given by the relevant Borrowers to the Province of Trento for the payment to Mediocredito Trentino of a certain part of the instalments due under the loans qualified as mutui agrari, pursuant to the Provincial Law.

"Eligible Institution" means any depository institution organised under the laws of any State which is a member of the European Union or of the United States, whose (i) short-term unsecured, unsubordinated and unguaranteed debt obligations are rated P-1 by Moody's and (ii) the long-term, unsecured and unsubordinated debt obligations are rated at least A1 by Moody's, provided that, with respect to Deutsche Bank S.p.A., acting as Transaction Bank, Computation Agent and Italian Paying Agent under the terms of the Cash Administration and Agency Agreement, it shall be deemed to be an Eligible Institution if: (a) the short-term unsecured, unsubordinated and unguaranteed debt obligations of its controlling parent company (being Deuthsce Bank AG) are rated P-1 by Moody's and the long-term, unsecured and unsubordinated debt obligations of its controlling parent company are rated at least Aa3 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 Agency confirms that the deletion of such words does not affect the status of Eligible Institution.

"Eligible Investments" means:

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(A) euro-denominated senior (unsubordinated) debt securities or other debt instruments, or

(B) repurchase transactions, to the extent that title to the securities underlying such repurchase transactions (in the period comprised between the execution of the relevant repurchase transactions and their respective maturity) effectively passes to the Issuer, between the Issuer and an Eligible Institution in respect of euro-denominated debt securities or other debt instruments,

provided that: (i) in all cases such investments are immediately repayable on demand, disposable without penalty or have a maturity date falling on or before the next following Liquidation Date; (ii) in all cases such investments provide a fixed principal amount at maturity (such amount not being lower than the initially invested amount); (iii) in all cases the debt securities or other debt instruments, or in the case of repurchase transactions, the debt securities or other debt instruments underlying the repurchase transactions, are issued by, or fully and unconditionally guaranteed on an unsubordinated basis by, an institution whose unsecured and unsubordinated debt obligations are rated at least: (A) either "A2" by Moody's in respect of long-term debt or "P-1" by Moody's in respect of short-term debt, with regard to investments having a maturity of less than one month or (B) "A1" by Moody's in respect of long-term debt and "P-1" by Moody's in respect of short-term debt, with regard to investments having a maturity between one and three months or (C) "Aa3" in respect of long-term debt and "P-1" in respect of short-term debt, with regard to investments having a maturity between three and six months, or such other rating as acceptable to Moody's from time to time; and (iv) in no case such investment shall be made, in whole or in part, actually or potentially, in credit linked notes or similar claims resulting from the transfer of credit risk by means of credit derivatives or tranches of other asset-backed securities.

"English Deed of Charge and Assignment" means the deed of charge and assignment to be executed on or around the Issue Date between the Issuer and the Representative of the Noteholders and governed by English law.

"English Law Transaction Documents" means the Swap Agreement and the English Deed of Charge and Assignment.

“Extraction Date” means (i) 30 July 2009 for Cassa Rurale Adamello-Brenta, Cassa Rurale Centrofiemme Cavalese, Cassa Rurale Folgaria, Cassa Rurale Lavis, Cassa Rurale Pergine, Cassa Rurale di Rovereto and Cassa Rurale Pinetana Fornace Seregnano; (ii) 27 August 2009 for Centromarca Banca; (iii) 9 September 2009 for Cassa Rurale Aldeno e Cadine and Cassa Rurale Alto Garda; (iv) 15 September 2009 for Banca di Cavola e Sassuolo, BCC Alto Vicentino and BCC di Cherasco; (v) 2 September 2009 for Mediocredito Trentino A.A..

"EURIBOR" means:

(i) prior to the service of a Trigger Notice and in respect of each Interest Period, the rate offered in the euro-zone inter-bank market for six-month deposits in euro (save that for the first Interest Period the rate will be EURIBOR for 12 months deposits in euro) which appears on Reuters page 248 or (A) such other page as may replace the Reuters page 248 on that service for the purpose of displaying such information or (B) if that service ceases to display such information, such page as displays such information on such equivalent service (or, if more than one, that one which is approved by the Representative of the Noteholders) as may replace the Reuters page 248 (the "Screen Rate") at or about 11.00 a.m. (Brussels time) on the Interest Determination Date falling immediately before the beginning of such Interest Period;

(ii) following the service of a Trigger Notice and in respect of each Interest Period, the rate offered in the euro-zone inter-bank market for deposits in euro applicable in

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respect of such Interest Period which appears on the Screen Rate nominated and notified by the Agent Bank for such purpose at or about 11.00 a.m. (Brussels time) on the Interest Determination Date which falls immediately before the end of the relevant Interest Period; or

(iii) if the Screen Rate is unavailable at such time for deposits in euro in respect of the relevant 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 rates notified to the Agent Bank at its request by each of the Reference Banks as the rate at which deposits in euro in respect of the relevant period in a representative amount are offered by that Reference Bank to leading banks in the euro-zone inter-bank market at or 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 Reference Banks provide such offered quotations to the Agent Bank, the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations; or

(v) if, at that time, the Screen Rate is unavailable and only one or none of the Reference Banks provides the Agent Bank with such an offered quotation, the relevant rate shall be the rate in effect for the immediately preceding period to which one of sub-paragraphs (i) or (ii) above shall have applied.

"Euro" or "euro" or "€" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community (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 that adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957) as amended by the Treaty on European Union (signed in Maastricht on 7 February 1992) and the Treaty of Amsterdam (signed on 2 October 1997).

"Excess Swap Collateral" means an amount equal to the value of the collateral (or the applicable part of any collateral) provided by the Swap Counterparty to the Issuer in respect of the Swap Counterparty's obligations to transfer collateral to the Issuer under the Swap Agreement (as a result of the ratings downgrade provisions in the Swap Agreement), which is in excess of the Swap Counterparty's liability to the Issuer under the Swap Agreement as at the date of termination of the Swap Transactions, or which the Swap Counterparty is otherwise entitled to have returned to it under the terms of the Swap Agreement and outside of the applicable order of priority.

"Expenses Account" means the euro-denominated current account opened by the Issuer with the 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 of Noteholders.

"Final Redemption Date" means the earlier to occur between: (i) the date when the Portfolios Outstanding Amount will have been reduced to zero, and (ii) the date when all the Claims then outstanding will have been entirely written off or sold by the Issuer.

"First Amortisation Payment Date" means the Payment Date falling in October 2011.

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"Final Maturity Date" has the meaning given to it in Condition 7(1) (Final redemption).

"General Criteria" means the objective general criteria listed in exhibit 1 part 1 of each Transfer Agreement.

"Information Technology Services Provider" means the provider of certain information technology services to the Services pursuant to the Servicing Agreement.

"Initial Execution Date means 4 December 2009.

"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 of its business;

(ii) the Issuer is deemed unable to pay its debts pursuant to or for the purposes of any applicable 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 the relevant Borrower under the a Loan, which consists of an Interest Component and a Principal Component.

"Interest Amount" has the meaning given to it in Condition 6(3) (Determination of the Interest Rate, Calculation of the Interest Amount and Single Series Class B Notes Interest Payment Amount).

"Interest Amount Arrears" means the portion of the relevant Interest Amount for the Notes of any Class, calculated pursuant to Condition 6(8) (Interest Amount Arrears), which remains unpaid on the relevant Payment Date.

"Intercreditor Agreement" means an intercreditor agreement dated the Signing Date between the Issuer, the Noteholders (represented by the Representative of the 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 date falling six Business Days prior to the Payment Date at the beginning of such Interest Period;

(b) following the service of a Trigger Notice, in respect of each Interest Period, the date falling six Business Days prior to the Payment Date at the end of such Interest Period.

"Interest Components" means the collections deriving from the interest component of each Instalment and the amounts due in respect of expenses, commissions for direct debit payments, collection commissions, prepayment fees, interests for late payments (interessi di mora) 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 Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the Payment Date falling on 29 April 2011.

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"Investment Account" means a euro-denominated securities account opened by the Issuer with the English Transaction Bank into which will be deposited the securities from time to time owned by the Issuer as a result of investing in Eligible Investments.

"Investment Date" means (i) in respect of the Payments Accounts, the Business Day immediately following a Payment Date and the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day) if the balance of such account is equal to or higher than Euro 50,000; (ii) in respect of the Collection and Recoveries Account , the Business Day immediately following a Payment Date and the Business Day following the fifteenth and thirtieth day of each calendar month (except for February in which case the thirtieth day shall be the twenty-eighth day); (iii) in respect of the Principal Accumulation Account, the Business Day following any Payment Date up to (but excluding) the First Amortisation Payment Date; (iv) in respect of the Reserve Account, the Business Day following the date on which the relevant amounts shall be credited on such account; (v) in respect of each Single Portfolio Reserve Account, the Business Day following the date on which the relevant amounts shall be credited on each such account; and (vi) in respect of each Liquidity Reserve Account, the Business Day following the date on which the relevant amounts shall be credited on each such account.

"Issue Date" means 22 December 2009.

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

(i) all the Collections received by the Issuer through the Servicers, during the immediately preceding Collection Period;

(ii) all other amounts transferred during the immediately preceding Collection Period from the relevant Transitory Collection and Recoveries Account into the Collection and Recoveries Account;

(iii) the amounts, if any, retained in and/or credited to the Principal Accumulation Account on the immediately preceding Payment Date;

(iv) all interest accrued on the amounts standing to the credit of each of the Accounts (except for the Expenses Account and the Quota Capital Account) and payments received under the Eligible Investments during the immediately preceding Collection Period;

(v) all amounts, if any, credited to the Principal Amortisation Reserve Accounts on the immediately preceding Payment Date;

(vi) all interest paid on the amount from time to time standing to the credit of the Expenses Account during the immediately preceding Collection Period;

(vii) any amount due and payable, although not yet paid, to the Issuer by the Swap Counterparties in accordance with the terms of the Swap Agreements on or around such Payment Date;

(viii) all amounts received from the Originators, if any, pursuant to the Warranty and Indemnity Agreement and/or the Transfer Agreements, all amounts received by the Issuer as indemnities for the renegotiation of the Loans and any payment made to the Issuer by any other party to the Transaction Documents during the immediately preceding Collection Period;

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(ix) all the amounts, if any, credited to the Payments Account during the immediately preceding Collection Period;

(x) (I) exclusively in respect of the first Payment Date on which the Cross Collateral Order of Priority applies or the Acceleration Order of Priority applies, all amounts, if any, credited to the Reserve Account on any preceding Payment Date; and thereafter (II) all amounts, if any, credited to the Reserve Account on the preceding Payment Date;

(xi) all the interest accrued and payable on the Securities and paid into the Payments Account up to the third Business Day preceding each relevant Payment Date;

(xii) exclusively in respect of the first Payment Date on which the Cross Collateral Order of Priority applies or the Acceleration Order of Priority applies, all amounts, if any, credited to the Single Portfolio Reserve Accounts on any preceding Payment Date and not yet utilised as Single Portfolio Available Funds or Issuer Available Funds;

(xiii) any proceeds paid to the Issuer resulting from any termination of the Swap Transactions only for the purpose of entering into a replacement Swap Agreement net of any cost borne by the Issuer for entering into a replacement Swap Agreement;

(xiv) until full repayment of the Class A Notes: (a) only in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix) and (x) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Cross Collateral Order of Priority, shall include (I) any Advances to be made to the Issuer with respect to such Payment Date in relation to any Negative Balance or, (II) up to an amount equal to the amount of any Advances to be made to the Issuer with respect to such Payment Date, the proceeds on the sale of the Securities to be used alternatively to the Advances, in accordance with the terms of the Limited Recourse Loan Agreement; and (b) in respect of payments ranking as item (xi) of the Acceleration Order of Priority and ranking as item (x) of the Cross Collateral Order of Priority, the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1 per cent. of the Principal Amount Outstanding of the Class A Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Class A Notes will be fully redeemed on that Payment Date;

(xv) without duplication of (viii) above, payments made to the Issuer by any other party to the Transaction Documents during the immediately preceding Collection Period;

(xvi) following the delivery of the Cross Collateral Notice, on the Calculation Date immediately preceding the Final Redemption Date and on any Calculation Date thereafter, the balance standing to the credit of the Expenses Account at such dates,

but excluding (i) any amount paid by the Relevant Swap Counterparty upon termination of the Swap Transaction(s) under the relevant Swap Agreement in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts which would have been due and payable by the Swap Counterparty with respect to the next Payment Date, had the Swap Transaction(s) under the Relevant Swap Agreement not been terminated; and (ii) the Collateral (if any); and

(xvii) as of each Calculation Date following the service of a Trigger Notice, any other amounts received or recovered by or on behalf of the Issuer or the Representative of the Noteholders in respect of the Claims, the Note Security and the Issuer's Rights under the Transaction Documents (but excluding the Collateral (if any)).

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"Issuer's Rights" means the Issuer's right, title and interest in and to the Claims, any rights that the Issuer has acquired under the Transaction Documents and any other rights that the Issuer has acquired against the Originators, any Other Issuer Creditors (including any applicable guarantors or successors) or third parties for the benefit of the Noteholders in connection with the securitisation of the Claims.

"Issuer Secured Creditors" means the Noteholders, the Representative of the Noteholders, the Liquidity Providers, the Swap Counterparties, the Servicers, the Agent Bank, the Operating Bank, the English Transaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Cash Manager, the Back-up Servicer, the Corporate Servicer, the Stichting Corporate Services Provider, the Computation Agent, the Irish Listing Agent, the Limited Recourse Loan Providers and the Originators (in respect of any monetary obligation due to each of them by the Issuer under the relevant Transfer Agreement and the Warranty and Indemnity Agreement).

"Italian Deed of Pledge" means a deed of pledge under Italian law to be executed on or around the Issue Date between the Issuer, the Transaction Bank and the Representative of the Noteholders acting on its own behalf and on behalf of the other Issuer Secured Creditors.

"Italian Law Transaction Documents" means the Transfer Agreements, the Servicing Agreement, the Back-up Servicing Agreement, the Warranty and Indemnity Agreement, the Corporate Services Agreement, the Intercreditor Agreement, the Cash Administration and Agency Agreement, the Italian Deed of Pledge, the Stichting Corporate Services Agreement, the Quotaholder's Agreement, the Liquidity Agreement, the Limited Recourse Loan Agreement, the Notes Subscription Agreement, these Conditions and the Rules of the Organisation of Noteholders.

"Limited Recourse Loan Agreement" means the limited recourse loan agreement dated the Signing Date between the Limited Recourse Loan Providers, the Issuer, the Transaction Bank, the Cash Manager and the Operating Bank.

"Limited Recourse Loan Providers" means, collectively, Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo, Cassa Rurale di Folgaria Banca di Credito Cooperativo and, upon the occurence of the MTAA Downgrading Event, Mediocretito Trentino AA and each a "Limited Recourse Loan Provider";

"Liquidation Date" means the date falling two Business Days before each Calculation Date.

"Liquidity Agreement" means the liquidity facility agreement dated the Signing Date between the Liquidity Providers, the Representative of the Noteholders and the Issuer.

"Liquidity Reserve Accounts" means the fourteen euro-denominated current accounts opened by the Issuer with the Transaction Bank identified with respect to each Portfolio into which, inter alia, the amounts due under the relevant Liquidity Agreement, if any, will be paid.

"Liquidity Providers" means, collectively, Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo,

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Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo, Cassa Rurale di Folgaria Banca di Credito Cooperativo and "Liquidity Provider" means any one of them.

"Loans" means the aggregate of the loans comprised in the Portfolios, the Claims in respect of which have been transferred to the Issuer in accordance with the Transfer Agreements and "Loan" means any one of these;

"Local Business Day " has the meaning given to it in Condition 8(3).

"Maximum Commitment Amount" means the aggregate maximum amount of the revolving liquidity facility which is made available to the Issuer by the Liquidity Providers under the Liquidity Agreement which is equal to € 25,656,000.00.

"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, 20154 Milan, Italy.

"Monte Titoli Account Holder" means any authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli and includes depository banks appointed by Clearstream, Luxembourg and Euroclear.

"Monthly Servicing Report Date " means the 10th calendar day of each month (or, if any such date is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day). The First Monthly Servicing Report Date is 10 February 2010.

"Mortgage Loans" means the Loans, other than Mutui Agrari having an interest rate parametrized Euribor 1M, Euribor 3M or Euribor 6 M and "Mortgage Loan" means any one of these;

"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.

"Mortgage Loans Swap Agreement" means the 1992 ISDA Master Agreement (Multicurrency-Cross Border) and the Schedule thereto executed on or around the Signing Date between the Issuer, the Mortgage Loans Swap Counterparty and the Representative of the Noteholders, together with the Mortgage Loans Swap Transactions and the Credit Support Annex executed thereunder on or around the Signing Date between the Issuer and the Mortgage Loans Swap Counterparty.

"Mortgage Loans Swap Counterparty" means JP Morgan Securities Ltd or any successor swap counterparty appointed from time to time in respect of this Securitisation.

"Mortgage Loans Swap Transactions" means the interest rate swap transactions entered into

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between the Issuer and the Mortgage Loans Swap Counterparty on the Signing Date and "Mortgage Loans Swap Transaction" means any one of these.

"MTAA Downgrading Event" occurs, with respect to the Limited Recourse Loan Agreement, when the short-term rating assigned by the Rating Agency to Mediocredito Trentino has been retired or has been downgraded under P-1.

"MTAA Securities Account" means an euro-denominated current account which the Issuer shall open with the Transaction Bank, upon occurrence of the MTAA Downgrading Event, in accordance with this Agreement and the Limited Recourse Loan Agreement.

"Mutui Agrari" means the Loans granted by Mediocredito Trentino A.A. pursuant to article 43 of the Banking Act.

"Mutui Agrari Swap Agreement" means the 1992 ISDA Master Agreement (Multicurrency-Cross Border) and the Schedule thereto executed on or around the Signing Date between the Issuer, the Mutui Agrari Swap Counterparty and the Representative of the Noteholders, together with the Mutui Agrari Swap Transactions and the Credit Support Annex executed thereunder on or around the Signing Date between the Issuer and the Mutui Agrari Swap Counterparty.

"Mutui Agrari Swap Counterparty" means Mediocredito Trantino Banca - Credito Cooperativo del Nord Est S.p.A. or any successor swap counterparty appointed from time to time in respect of this Securitisation.

"Mutui Agrari Swap Transactions" means the interest rate swap transactions entered into between the Issuer and the Mutui Agrari Swap Counterparty on the Signing Date and "Mutui Agrari Swap Transaction" means any one of these.

"Negative Balance" means: (1) with respect to any Payment Date (i) following the service of a Trigger Notice, (ii) or in the event that the Issuer opts for the early redemption of the Notes under Condition 7(5) (Optional redemption) or Condition 7(3) (Redemption for taxation), the difference, if positive, between (a) all amounts due to be paid by the Issuer on such Payment Date under items (i) to (xi) (inclusive, but excluding items (iii) and (iv)) of the Acceleration Order of Priority and (b) the Issuer Available Funds with respect to such Payment Date before any Advance to be granted to the Issuer by the Liquidity Providers under the Liquidity Agreement with respect to such Payment Date, and (2) with respect to any Payment Date (i) following the delivery of a Cross Collateral Notice, the difference, if positive, between (a) all amounts due to be paid by the Issuer on such Payment Date under items (i) to (x) (inclusive, but excluding item (iii)) of the Cross Collateral Order of Priority and (b) the Issuer Available Funds with respect to such Payment Date before any Advance to be granted to the Issuer by the Liquidity Providers under the Liquidity Agreement with respect to such Payment Date.

"Note Security" has the meaning given thereto in Condition 3(2) (Note Security).

"Notes Subscription Agreement" means the subscription agreement in respect of the Notes dated the Signing Date between the Originators, the Issuer and the Representative of the Noteholders.

"Notes Underwriters" means, collectively, Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa

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Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo, Cassa Rurale di Folgaria Banca di Credito Cooperativo and "Notes Underwriter" means any one of them.

"Order of Priority" means, as the case may be, any of the Pre-Accceleration Order of Priority, Cross Collateral Order of Priority or the Acceleration Order of Priority.

"Organisation of Noteholders" means the organisation of the Noteholders created by the issue and subscription of the Notes and regulated by the Rules of the Organisation of Noteholders attached hereto as schedule.

"Originators" means, collectively, Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo, Cassa Rurale di Folgaria Banca di Credito Cooperativo and "Originator" means any one of them.

"Originator's Claims" means, collectively, the monetary claims that each Originator may have from time to time against the Issuer under the relevant Transfer Agreement (other than in respect of the purchase price of the relevant Portfolio) and the Warranty and Indemnity Agreement, and including, without limitation, any amount due and payable in respect of purchase price adjustments due to the relevant Originator in case that a loan which met the Criteria was not included in the relevant Portfolio, and the Rateo Amounts.

"Other Issuer Creditors" means the Liquidity Providers, the Swap Counterparties, the Originators, the Servicers, the Representative of the Noteholders, the Agent Bank, the Operating Bank, the English Transaction Bank, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Back-up Servicer, the Corporate Servicer, the Stichting Corporate Servicer, the Cash Manager, the Computation Agent, the Irish Listing Agent and the Limited Recourse Loan Providers

"Outstanding Balance" means, on any date and in respect of each Defaulted Claim, the relevant Outstanding Principal calculated as at the date when each such Claim was classified as a Defaulted Claim minus the aggregate amount of recoveries received in respect of such Claim.

"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 Amount Outstanding of all the Notes.

"Outstanding Principal" means, with respect to any Claim on any date, the aggregate of all Principal Components owing by the relevant Borrower and scheduled to be paid on and/or after such date.

"Payment Date" means 29 April 2011 (being the "First Payment Date") and, thereafter 29 April and 29 October in each year (or, if any such date is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day).

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"Payments Account" means a euro-denominated current account opened by the Issuer with the 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 Loans transferred to the Issuer by Mediocredito Trentino A.A. pursuant to the relevant Transfer Agreement.

"Portfolio No. 2" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC di Cherasco pursuant to the relevant Transfer Agreement.

"Portfolio No. 3" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Aldeno e Cadine pursuant to the relevant Transfer Agreement.

"Portfolio No. 4" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Lavis pursuant to the relevant Transfer Agreement.

"Portfolio No. 5" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Pergine pursuant to the relevant Transfer Agreement.

"Portfolio No. 6" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Centromarca Banca pursuant to the relevant Transfer Agreement.

"Portfolio No. 7" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Alto Garda pursuant to the relevant Transfer Agreement.

"Portfolio No. 8" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Pinetana Fornace Seregnano pursuant to the relevant Transfer Agreement.

"Portfolio No. 9" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Adamello-Brenta pursuant to the relevant Transfer Agreement.

"Portfolio No. 10" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale di Rovereto pursuant to the relevant Transfer Agreement.

"Portfolio No. 11" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement.

"Portfolio No. 12" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Centrofiemme Cavalese pursuant to the relevant Transfer Agreement.

"Portfolio No. 13" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Banca di Cavola e Sassuolo pursuant to the relevant Transfer Agreement.

"Portfolio No. 14" means the monetary claims and connected rights arising under the Loans transferred to the Issuer by Cassa Rurale Folgaria pursuant to the relevant Transfer Agreement.

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"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, the Portfolio No. 8, the Portfolio No. 9, the Portfolio No. 10, the Portfolio No. 11, the Portfolio No. 12, the Portfolio No. 13 and the Portfolio No. 14 and "Portfolio" means any one of them.

"Portfolios Outstanding Amount" means, on each Payment Date, the aggregate Outstanding Principal 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 priority of payments as set out in Condition 5(1) (Pre-Acceleration Order of Priority).

"Principal Accumulation Account" means a euro-denominated current account opened by the Issuer with the Transaction Bank, as better identified in the Cash Administration and Agency Agreement.

"Principal Amortisation Reserve Accounts" means 14 euro-denominated current accounts opened by the Issuer with the Transaction Bank with respect to each Portfolio into which it will be credited, inter alia, the Principal Amortisation Reserve Amount.

"Principal Amortisation Reserve Amount" means with respect to (A) a Payment Date on which either a Class A Notes Disequilibrium Event has occurred and (B) 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 Portfolio Available Funds under items (i) to (x) (following the occurrence of a Class A NotesDisequilibrium Event) of the Pre-Acceleration Order of Priority.

"Principal Amount Outstanding" means, in respect of a Note, on any date, the principal amount of that Note upon issue less the aggregate amount of all principal payments in respect of that Note that have been paid to the Noteholders prior to such date.

"Principal Component" means the principal component of each Instalment, including amounts received upon prepayments of principal in respect of the Loans.

"Principal Payment Amount" means collectively the Class A Notes Principal Payment Amount.

"Prospectus" means a prospectus for the purposes of the Prospectus Directive 2003/71/EC.

"Provincial Law" means the law of the Province of Trento No 4 dated 28/03/2003 ("Sostegno dell'economia agricola, disciplina biologica e della contrassegnazione di prodotti geneticamente non modificati");

"Quarterly Collection Date" means 30 June and 31 December of each year.

"Quarterly Collection Period" means each quarterly period commencing on (but including) a Collection Date and ending on (and excluding) the next succeeding Quarterly Collection Date, save for the first Quarterly Collection Period which shall commence on (and include) the Valuation Date and end on (and exclude) 31 March 2010; the second Quarterly Collection Period which shall commence on (and include) 31 March 2010 and end on (and exclude) 30June 2010; the third Quarterly Collection Period which shall commence on (and include) 30 June 2010 and end on (and exclude) 31 December 2010;

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"Semi-Annual Servicing Report" means the report that each Servicer shall produce and deliver within each Semi-Annual Servicing Report Date pursuant to article 6.1.3 of the Servicing Agreement;

"Quarterly Servicing Report Date" means the 10th calendar day of January and July or in case that this day is not a Business Day, the following Business Day. For the period prior to the Quarterly Servicing Report Date falling on 10 July 2011, the Quarterly Servicing Report Dates shall be: 10 April 2010, 10 July 2010, 10 October 2010 and 10 January 2011.

"Quotaholder's Agreement" means the quotaholder's agreement in relation to the Issuer dated the Signing Date between the Issuer, Stichting Babele and the Representative of the Noteholders.

"Quota Capital Account" means a euro-denominated deposit account opened with the Operating Bank into which the Issuer's equity capital of € 10,000 shall remain deposited for as long as any of the Notes are outstanding.

"Rateo Amounts" means:

(i) € 1,798,026.11 with respect to Mediocredito Trentino A.A.;

(ii) € 51,915.13 with respect to BCC di Cherasco;

(iii) € 56,900.04 with respect to Cassa Rurale Aldeno e Cadine;

(iv) € 52,992.93 with respect to Cassa Rurale Lavis;

(v) € 14,792.16 with respect to Cassa Rurale Pergine;

(vi) € 9,621.34 with respect to Centromarca Banca;

(vii) € 45,836.69 with respect to Cassa Rurale Alto Garda;

(viii) € 16,827.32 with respect to Cassa Rurale Pinetana Fornace Seregnano;

(ix) € 25,181.20 with respect to Cassa Rurale Adamello-Brenta;

(x) € 25,762.34 with respect to Cassa Rurale di Rovereto;

(xi) € 3,365.33 with respect to BCC Alto Vicentino;

(xii) € 11,429.58 with respect to Cassa Rurale Centrofiemme Cavalese;

(xiii) € 8,899.97 with respect to Banca di Cavola e Sassuolo; and

(xiv) € 13,697.49 with respect to Cassa Rurale Folgaria.

"Rating Agency" means Moody's Investors Services Inc.

"Reference Banks" means, initially, Barclays Bank PLC, Lloyds TSB Bank PLC, HSBC Bank PLC, The Royal Bank of Scotland PLC, each acting through its principal London office and, if the principal London office of any such bank is unable or unwilling to continue to act as a Reference Bank, the principal London office of such other bank as the Issuer shall appoint and as may be approved in writing by the Representative of the Noteholders to act in its place.

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"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 Notes pursuant to the Notes Subscription Agreement and vice versa when applied to the term "Series of Class B Notes" with respect to a Portfolio, means the Series of Class B Notes subscribed for by the Originator that sold such Portfolio; the same rule of interpretation shall apply to any 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" A) when applied (i) to the term "Swap Agreement" with respect to a Swap Counterparty means the Swap Agreement entered into by such Swap Counterparty, (ii) to the term "Collateral" with respect to a Swap Counterparty means the Collateral posted by such Swap Counterparty; (iii) to the term "Collateral Account" with respect to a Swap Counterparty means the Collateral Account on which the Collateral posted by such Swap Counterparty is deposited; and viceversa; B) when applied to the term "Swap Counterparty" with respect to a Swap Agreement, a Collateral or a Collateral Account, means the Swap Counterparty which has entered into such Swap Agreement or posted such Collateral or from which the Collateral on such Collateral Account has been deposited.

"Relevant Date" means, in respect of any payment in relation to the Notes, whichever is the later 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 the Representative of the Noteholders on or prior to such date, the date on which, the full amount having been so received, notice to that effect has been given to the Noteholders in accordance with Condition 16 (Notices).

"Relevant Proportion" means, on each Calculation Date, for each Portfolio and each Relevant Swap Transaction, the ratio - calculated on such Calculation Date in accordance with the terms of the Schedule 2 to the Intercreditor Agreement – pursuant to which the amounts (if any) payable under the Relevant Swap Transaction are allocated to such Portfolio.

"Relevant Securities" means with the respect to each Limited Recourse Loan Provider, the Securities transferred to the Issuer by such Limited Recourse Loan Provider pursuant to the Limited Recourse Loan Agreement.

"Relevant Swap Transaction" means, in respect of each Portfolio, any Swap Transaction under which such Portfolio is hedged.

"Reserve Account" means a euro-denominated current account opened by the Issuer with the Transaction Bank, as better identified in the Cash Administration and Agency Agreement.

"Reserve Amount" means, with respect to each Payment Date on which the Pre-Acceleration Order of Priority or the Cross Collateral Order of Priority applies, an amount equal to the difference, if a positive number, between:

(i) € 4,000,000; and

(ii) the amount standing to the credit of the Reserve Account as at the Collection Date immediately preceding such Payment Date.

"Reserve Amount Quota" means:

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(1) with respect to each Payment Date on which the Pre-Acceleration Order of Priority applies, on which a Detrimental Event has occurred and with respect to each Portfolio, the lower of:

A. the difference, if positive, between (a) the relevant Single Portfolio Available Funds, and (b) the aggregate of all amounts to be paid by the Issuer on such Payment Date out of the relevant Single Portfolio Available Funds under items (i) to (xiii) of the Pre-Acceleration Order of Priority; and

B. the amount calculated as follows:

(i) the difference, if positive, between (a) the relevant Single Portfolio Available Funds, and (b) the aggregate of all amounts to be paid by the Issuer on such Payment Date out of the relevant Single Portfolio Available Funds under items (i) to (xiii) of the Pre-Acceleration Order 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 the Portfolios as the difference, if positive, between (a) the relevant Single Portfolio Available Funds, and (b) the aggregate of all amounts to be paid by the Issuer on such Payment Date out of the relevant Single Portfolio Available Funds under items from (i) to (xiii) of the Pre-Acceleration Order of Priority; and

(2) with respect to each Payment Date on which the Cross Collateral Order of Priority applies, on which a Detrimental Event has occurred and with respect to each Portfolio, the lower of:

A. the Reserve Amount; and

B. the difference, if positive, between (a) the Issuer Available Funds, and (b) the aggregate of all amounts to be paid by the Issuer on such Payment Date out of the Issuer available Funds under items from (i) to (xi) of the Cross Collateral Order of Priority.

"Retention Amount" means (i) up to (but excluding) the First Payment Date, an amount equal to € 100,000 and (ii) thereafter, an amount equal to € 70,000.

"Revenue Eligible Investments Amount" means, as at each Liquidation Date, any interest or other remuneration on the Eligible Investments bought by or for the account of the Issuer other than repayment of principal or repayment of the initial capital invested, as applicable, in respect of each Eligible Investment.

"Schedules" mean the schedules attached to, respectively, each 1992 ISDA Master Agreement; and "Schedule" means each, all or any of them, as the context may require.

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"Secured Amounts" means all the amounts due, owing or payable by the Issuer, whether present or future, actual or contingent, to the Noteholders under the Notes and the other Issuer Secured Creditors pursuant to the relevant Transaction Documents.

"Securities" means the securities transferred to the Issuer by the Limited Recourse Loan Providers pursuant to the Limited Recourse Loan Agreement (including such securities as may replace them in accordance with the Transaction Documents).

"Securities Accounts" means, collectively, the BCC Securities Accounts and the MTAA Securities Account, opened or to be opened with the Transaction Bank;

"Security Interest" means any mortgage, charge, pledge, lien, right of set-off, special privilege (privilegio speciale), assignment by way of security, retention of title or any other security interest whatsoever or any other agreement or arrangement having the effect of conferring security.

"Semi-Annual Servicing Report" means the report that each Servicer shall produce and deliver within each Semi-Annual Servicing Report Date pursuant to article 6.1.3 of the Servicing Agreement;

"Semi-Annual Servicing Report Date" means the 10th calendar day of April and October or in case that this day is not a Business Day, the following Business Day. The first Semi-Annual Servicing Report Date is 10 April 2011.

"Servicers" means, collectively, Mediocredito Trentino A.A., Banca di Credito Cooperativo di Cherasco, Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo, Cassa Rurale Lavis Valle di Cembra Banca di Credito Cooperativo, Cassa Rurale di Pergine Banca di Credito Cooperativo, Centromarca Banca Credito Cooperativo, Cassa Rurale Alto Garda Banca di Credito Cooperativo, Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo, Cassa Rurale Adamello–Brenta Banca di Credito Cooperativo, Cassa Rurale di Rovereto Banca di Credito Cooperativo, Banca Alto Vicentino Credito Cooperativo Schio, Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo, Banca di Cavola e Sassuolo Credito Cooperativo, Cassa Rurale di Folgaria Banca di Credito Cooperativo or any respective successor servicer appointed from time to time in respect of this Securitisation and "Servicer" means any one of them.

"Servicing Agreement" means the servicing agreement dated the Initial Execution Date, as amended on the Signing Date, between the Issuer and the Servicers.

"Single Portfolio Amortised Principal" means, with respect to each Payment Date and to each Portfolio, an amount equal to the aggregate of:

(i) the aggregate amount of the Principal Components of the relevant Claims collected during the immediately preceding Collection Period excluding, all Principal Components collected in such immediately preceding Collection Period in relation to the 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 Claims of such Portfolio that have become Defaulted Claims during the immediately preceding Collection Period, as of the date when such Claims became Defaulted Claims;

(iii) any amount received by the Issuer during the immediately preceding Collection Period from the Originator of such Portfolio pursuant to the relevant Transfer Agreement and/or the Warranty and Indemnity Agreement and any amount received

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by the Issuer from the relevant Originator as indemnities in respect of the renegotiations of the Loan Agreements of the relevant Portfolio in accordance with the Servicing Agreement; and

(iv) the Single Portfolio Amortised Principal (or portion thereof) (a) unpaid at the previous Payment Date and/or (b) credited on the Principal Accumulation Account and not distributed to the Noteholders on the previous Payment Date.

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

(i) all the Collections received by the Issuer, through the relevant Servicer of such Portfolio, during the immediately preceding Collection Period in relation to the Claims of the Relevant Portfolio;

(ii) all other amounts transferred during the immediately preceding Collection Period from the relevant Transitory Collection and Recoveries Account into the Collection and Recoveries Account;

(iii) the relevant Outstanding Notes Ratio of the amounts, if any, retained in and/or credited to the Principal Accumulation Account on the immediately preceding Payment Date;

(iv) the relevant Outstanding Notes Ratio of all interest accrued on the amounts standing to the credit of each of the Accounts (except for the Expenses Account and the Quota Capital Account) and payments received under the Eligible Investments during the immediately preceding Collection Period;

(v) all amounts, if any, retained in and/or credited to the relevant Principal Amortisation Reserve Account on the immediately preceding Payment Date;

(vi) the relevant Outstanding Notes Ratio of all interest paid on the amounts standing from time to time to the credit of the Expenses Account during the immediately preceding Collection Period;

(vii) the Relevant Proportion(s) of all amounts due and payable, although not yet paid, to the Issuer by the Relevant Swap Counterparty in accordance with the terms of the Relevant Swap Transaction(s) on or around such Payment Date;

(viii) all amounts, if any, received from the relevant Originator pursuant to the Warranty and Indemnity Agreement and/or the relevant Transfer Agreement in respect of the relevant Claims during the immediately preceding Collection Period;

(ix) the relevant Outstanding Notes Ratio of all the amounts, if any, credited to the Payments Account during the immediately preceding Collection Period;

(x) with respect to the first Payment Date on which the Pre-Acceleration Order of Priority applies following full redemption of the Class A Notes, all amounts, if any, credited to the Reserve Account on any preceding Payment Date out of the relevant Single Portfolio Available Funds;

(xi) the Relevant Proportion(s) of any proceeds paid to the Issuer resulting from any termination of the Relevant Swap Transactions only for the purpose of entering into a replacement Swap Agreement net of any cost borne by the Issuer for entering into a replacement Swap Agreement;

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(xii) with respect to each Payment Date on which a Single Portfolio Detrimental Event has not occurred, the difference, if positive, between (a) all amounts, if any, credited to such Single Portfolio Reserve Account on any preceding Payment Date and not yet utilised 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 any preceding Payment Date and not yet utilised as Single Portfolio Available Funds, multiplied by (II) the ratio between (x) the Advances to be made available to the Issuer under the Liquidity Agreement on such Payment Date by the Liquidity Providers together with the Advances made available by the Liquidity Providers on previous Payment Dates and not yet fully reimbursed, and (y) the aggregate of all amounts, if any, credited to all Single Portfolio Reserve Accounts on any preceding Payment Date and not yet utilised as Single Portfolio Available Funds;

(xiii) all the interest accrued and payable on the Relevant Securities and paid into the Payments Account up to the third Business Day preceding each relevant Payment Date;

(xiv) until full repayment of the Class A Notes: (a) only in respect of payments ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of the Pre-Acceleration Order of Priority of the Notes, shall include (I) any Advances which are made to the Issuer with respect to such Payment Date in relation to any Single Portfolio Negative Balance of such Portfolio (including, for the avoidance of doubt, Advances made by other Liquidity Providers) or (II) up to an amount equal to the amount of any Advances to be made to the Issuer with respect to such Payment Date in relation to such Portfolio, the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances, in accordance with the terms of the Limited Recourse Loan Agreement; and (b) in respect of payments ranking as item (x) of the Pre-Acceleration Order of Priority, the difference (if positive) between the Advances available after making the payments under letter (a) above, and an amount equal to 1per cent. of the Principal Amount Outstanding of the Class A Notes of the relevant Portfolio as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Class A Notes will be fully redeemed on that Payment Date;

(xv) without duplication of (viii) above, the relevant Outstanding Notes Ratio of all payments made to the Issuer by any other party to the Transaction Documents during the Collection Period immediately preceding such Calculation Date; and

(xvi) on the Calculation Date immediately preceding the Final Redemption Date and on any Calculation Date thereafter, the balance standing to the credit of the Expenses Account at such dates;

but excluding (i) any amount paid by the Relevant Swap Counterparty upon termination of the Swap Transaction(s) under the Relevant Swap Agreement in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts which would have been due and payable by such Swap Counterparty with respect to the next Payment Date, had the Swap Transaction(s) under the Relevant Swap Agreement not been terminated; and (ii) the Collateral (if any).

"Single Portfolio Class A Notes Principal Amount Outstanding" means with respect to each 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 Amounts

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paid to the Class A Noteholders on the preceding Payment Dates.

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

(a) the numerator of which is represented by the relevant Single Portfolio Class A Notes Principal Amount Outstanding; and

(b) the denominator of which is represented by the aggregate Principal Amount Outstanding of all Class A Notes as at such Payment Date (without considering any principal payment to be made on such Payment Date).

"Single Portfolio Class A Notes Principal Payment Amount" means with respect to each Payment 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 at the immediately preceding Collection Date.

"Single Portfolio Initial Class A Notes Principal Amount Outstanding" means

(i) with respect to Portfolio No. 1, the Principal Amount Outstanding as at the Issue Date of 25.31 per cent of the Class A Notes, equal to € 93,250,000;

(ii) with respect to Portfolio No. 2, the Principal Amount Outstanding as at the Issue Date of 18.21 per cent of the Class A Notes, equal to € 67,100,000;

(iii) with respect to Portfolio No. 3, the Principal Amount Outstanding as at the Issue Date of 7.86 per cent of the Class A Notes, equal to € 28,950,000;

(iv) with respect to Portfolio No. 4, the Principal Amount Outstanding as at the Issue Date of 7.06 per cent of the Class A Notes, equal to € 26,000,000;

(v) with respect to Portfolio No. 5, the Principal Amount Outstanding as at the Issue Date of 6.81 per cent of the Class A Notes, equal to € 25,100,000;

(vi) with respect to Portfolio No. 6, the Principal Amount Outstanding as at the Issue Date of 6.04 per cent of the Class A Notes, equal to € 22,250,000;

(vii) with respect to Portfolio No. 7, the Principal Amount Outstanding as at the Issue Date of 6.17 per cent of the Class A Notes, equal to € 22,750,000;

(viii) with respect to Portfolio No. 8, the Principal Amount Outstanding as at the Issue Date of 4.49 per cent of the Class A Notes, equal to € 16,550,000;

(ix) with respect to Portfolio No. 9, the Principal Amount Outstanding as at the Issue Date of 3.51 per cent of the Class A Notes, equal to € 12,950,000;

(x) with respect to Portfolio No. 10, the Principal Amount Outstanding as at the Issue Date of 4,12 per cent of the Class A, equal to € 15,200,000;

(xi) with respect to Portfolio No. 11, the Principal Amount Outstanding as at the Issue Date of 3.45 per cent of the Class A Notes, equal to € 12,700,000;

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(xii) with respect to Portfolio No. 12, the Principal Amount Outstanding as at the Issue Date of 2.78 per cent of the Class A Notes, equal to € 10,250,000;

(xiii) with respect to Portfolio No. 13, the Principal Amount Outstanding as at the Issue Date of 1.67 per cent of the Class A Notes, equal to € 6,150,000;

(xiv) with respect to Portfolio No. 14, the Principal Amount Outstanding as at the Issue Date of 2.52 per cent of the Class A Notes, equal to € 9,300,000.

"Single Portfolio Negative Balance" means with respect to any Payment Date and to each Portfolio the difference, if positive, between (a) all amounts due to be paid by the Issuer on such Payment Date under items (i) to (x) (inclusive, but excluding item (iii)) of the Pre-Acceleration Order of Priority and (b) the Single Portfolio Available Funds with respect to such Portfolio and to such Payment Date before any Advance to be granted to the Issuer by the relevant Liquidity Provider under the relevant Liquidity Agreement with respect to such Payment Date and excluding any amount under item (viii) and (xiv) of the definition of Single Portfolio Available Funds.

"Single Portfolio Notes Principal Amount Outstanding" means with respect to each Payment 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 the Class 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 the Class B2 Notes;

(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 the Class 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 the Class 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 the Class 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 the Class 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 the Class 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 the Class 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 the

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Class 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 the Class 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 the Class 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 the Class 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 the Class 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 the Class B14 Notes;

in each case as at the immediately preceding Collection Date.

"Single Portfolio Reserve Accounts" means the fourteen euro-denominated current accounts opened by the Issuer with the Transaction Bank with respect to each Portfolio into which, inter alia, the Single Portfolio Reserve Amount, as better identified in the Cash Administration and Agency Agreement.

"Single Portfolio Reserve Amount" means with respect to a Payment Date on which a Single Portfolio 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 Portfolio Available Funds under items (i) to (xii) of the Pre-Acceleration Order of Priority.

"Single Provider Maximum Commitment Amount" means the maximum amount which each Liquidity Provider will make available to the Issuer under the terms of the Liquidity Agreement, which is equal to:

(i) € 10.375,000 with respect to Mediocredito Trentino A.A.;

(ii) € 3,731,000 with respect to BCC di Cherasco;

(iii) € 1,606,000 with respect to Cassa Rurale Aldeno e Cadine;

(iv) € 1,443,000 with respect to Cassa Rurale Lavis;

(v) € 1,395,000 with respect to Cassa Rurale Pergine;

(vi) € 1,231,000 with respect to Centromarca Banca;

(vii) € 1,263,000 with respect to Cassa Rurale Alto Garda;

(viii) € 921,000 with respect to Cassa Rurale Pinetana Fornace Seregnano;

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(ix) € 719,000 with respect to Cassa Rurale Adamello-Brenta;

(x) € 840,000 with respect to Cassa Rurale di Rovereto;

(xi) € 705,000 with respect to BCC Alto Vicentino;

(xii) € 570,000 with respect to Cassa Rurale Centrofiemme Cavalese;

(xiii) € 341,000 with respect to Banca di Cavola e Sassuolo; and

(xiv) € 516,000 with respect to Cassa Rurale Folgaria..

"Single Series Class B Notes Interest Payment Amount" means with respect to each Payment Date and to each Class of Class B Notes an amount, calculated on the Calculation Date immediately preceding such Payment Date, equal to:

(i) the aggregate of all Interest Components accrued on the Claims of the relevant Portfolio in the immediately preceding Collection Period (excluding the Rateo Amounts); plus

(ii) the Relevant Proportion(s) of all amounts to be received by the Issuer under the Relevant Swap Transaction(s) on or around such Payment Date; plus

(iii) all amounts received or recovered by the Issuer in the immediately preceding Collection Period with respect to the Claims of the relevant Portfolio which are or have been Defaulted Claims; plus

(iv) (a) the relevant Outstanding Notes Ratio of all amounts of interest (if any) accrued on the amounts standing from time to time to the credit of the Payments Account, the Expenses Account, the Collection and Recoveries Account and the Principal Accumulation Account and paid into the same during the immediately preceding Collection Period; and (b) all amounts of interest (if any) accrued on the amounts standing from time to time to the credit of the relevant Transitory Collection and Recoveries Account, Single Portfolio Reserve Account, Principal Amortisation Reserve Account and Liquidity Reserve Account and paid into the same during the immediately preceding Collection Period; and (c) all amounts of interest (if any) accrued on the amounts standing from time to time to the credit of the Reserve Account which were paid into it out of the relevant Single Portfolio Available Funds, during the immediately preceding Collection Period; plus

(v) the relevant Outstanding Notes Ratio of all payments (if any) received under the Eligible Investments during the immediately preceding Collection Period; minus

(vi) the aggregate of all amounts due to be paid by the Issuer on the next following Payment Date out of the relevant Single Portfolio Available Funds under items (i), (ii)(A) and (iv) through to (viii), (xii) and (xv) of the Pre-Acceleration Order of Priority, or the relevant Outstanding Notes Ratio of all amounts due to be paid by the Issuer on the next following Payment Date under items (i), (ii) and (v) through to (ix), (xii) and (xiii) of the Acceleration Order of Priority or the relevant Outstanding Notes Ratio of all amounts due to be paid by the Issuer on the next following Payment Date under items (i), (ii) and (iv) through to (viii), (xi) and (xiii) of the Cross Collateral Order of Priority; minus

(vii) the Outstanding Balance of all the Claims of the relevant Portfolio which have become Defaulted Claims during the immediately preceding Collection Period calculated as at the immediately preceding Collection Date;

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(viii) but excluding (i) any amount paid by the Swap Counterparty upon termination of the Relevant Swap Transaction(s) in respect of any termination payment and, until a replacement swap counterparty has been found, exceeding the net amounts which would have been due and payable by the Swap Counterparty with respect to the next Payment Date, had the Relevant Swap Transaction(s) not been terminated; and (ii) the Collateral (if any).

"Specific Criteria" means the objective specific criteria listed in exhibit 1 part 2 of the relevant Transfer Agreement.

"Specified Offices" has the meaning given in Condition 16(3) (Initial Specified Offices).

"Stichting Corporate Services Agreement" means the agreement dated the Signing Date between the Stichting Corporate Services Provider, the Representative of the Noteholders and the Issuer.

"Stichting Corporate Services Provider" means Wilmington Trust SP Services (London) Limited, or any successor Stichting corporate services provider appointed from time to time in respect of this Securitisation.

"Swap Agreements" means collectively the Mortgage Loans Swap Agreement and the Mutui Agrari Swap Agreement.

"Swap Counterparties" means collectively the Mortgage Loans Swap Counterparty and the Mutui Agrari Swap Agreement,

"Swap Transactions" means collectively the Mortgage Loans Swap Transactions and the Mutui Agrari Swap Transactions.

"TARGET 2 Settlement Day" means any day on which TARGET 2 (the Trans-European Automated Real-Time Gross Settlement Express Transfer system 2) is open.

"Transaction Documents" means, collectively, the Italian Law Transaction Documents and the English Law Transaction Documents.

"Transitory Collection and Recoveries Accounts" means the fourteen euro-denominated current accounts opened by the Issuer with the Operating Bank identified with respect to each Portfolio into which, inter alia, all Collections relative to the relevant Portfolio shall be paid.

"Transfer Agreements" means, collectively, the 14 transfer agreements dated the Initial Execution Date between the Issuer and each of the Originators and "Transfer Agreement"means any one of them.

"Unpaid Instalment" means any Instalment in respect of which the Interest Component and/or the Principal Component have not been duly paid in full by the relevant Borrower on the scheduled date for payment thereof.

"Valuation Date" means (i) 2 November 2009 for BCC di Cherasco, Cassa Rurale Aldeno e Cadine, Banca di Cavola e Sassuolo e Mediocredito Trentino A.A. and (ii) 5 November 2009for Cassa Rurale Lavis, Cassa Rurale Pergine, Centromarca Banca, Cassa Rurale Alto Garda, Cassa Rurale Pinetana Fornace Seregnano, Cassa Rurale Adamello-Brenta, Cassa Rurale di Rovereto, BCC Alto Vicentino, Cassa Rurale Centrofiemme Cavalese e Cassa Rurale Folgaria.

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"Written Resolution" means a resolution in writing signed by or on behalf of all holders of Notes who for the time being are entitled to receive notice of a Meeting of such holders of Notes in accordance with the Rules of the Organisation of Noteholders, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of Notes.

In these Conditions, the following events are deemed to have occurred as set out below:

a "Class A Disequilibrium Event" shall occur with respect to a Payment Date if on such Payment Date either (i) the Single Portfolio Available Funds relating to one or more Portfolios are not sufficient to repay (or provision for repayment of) principal on the Class A Notes in an amount equal to the relevant Single Portfolio Class A Notes Principal Payment Amount under item (xi) of the Pre-Acceleration Order of Priority or (ii) the Single Portfolio Class A Notes Principal Amount Outstanding relating to one or more (but not all) Portfolios is reduced to zero (considering also any principal payment to be made on such Payment Date);

a "Detrimental Event" shall occur with respect to a Payment Date when the Advances to be drawn under the Liquidity Agreement to provide liquidity support with respect to the Portfolios on such Payment Date together with all Advances drawn thereunder on the previous Payment Dates and not yet fully reimbursed to the Liquidity Providers is an amount equal to or higher than 20 per cent. of the Maximum Commitment Amount;

An "Initial Rating Event" will have occurred if:

(i) the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are rated below "Prime-1" by Moody's and its long-term unsecured and unsubordinated debt obligations are rated below "A2" by Moody's; or

(ii) if the short-term unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are not rated by Moody's, its long-term, unsecured and unsubordinated debt obligations are rated below "A1" by Moody's.

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, without limitation, fallimento, liquidazione coatta amministrativa, concordato preventivo, accordi di ristrutturazione and amministrazione straordinaria, each such expression bearing the meaning ascribed to it by the laws of the Republic of Italy, and including also any equivalent or analogous proceedings under the law of the jurisdiction in which the Issuer is deemed to carry on business including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, receivership, arrangement, adjustment, protection or relief of debtors) or similar proceedings or the whole or any substantial part of the undertaking or assets of the Issuer are subject to a pignoramento or similar procedure having a similar effect (other than any portfolio of assets purchased by the Issuer for the purposes of further securitisation transactions), unless in the opinion of the Representative of the Noteholders (who may in this respect rely on the advice of a lawyer selected by it), such proceedings are being disputed in good faith with a reasonable prospect of success;

(ii) an application for the commencement of any of the proceedings under (i) above is made in respect of or by the Issuer or the same proceedings are otherwise initiated against the Issuer and, in the opinion of the Representative of the Noteholders (who may in this respect rely on the advice of a lawyer selected by it), the commencement

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of such proceedings are not being disputed in good faith with a reasonable prospect of success;

(iii) the Issuer takes any action for a re-adjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors (other than the Issuer Secured Creditors) or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of 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 purposes of or pursuant to a solvent amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders) or any of the events under article 2484 of the Italian civil code occurs with respect to the Issuer;

a "Single Portfolio Detrimental Event" shall occur with respect to a Payment Date and to a Portfolio, when the Advances to be made available to the Issuer under the Liquidity Agreement on such Payment Date by the relevant Liquidity Provider in relation to its respective Portfolio, together with any Advance made available by such Liquidity Provider on previous Payment Dates and not yet fully reimbursed, is an amount equal to or higher than 50per cent. of the Single Provider Maximum Commitment Amount with respect to such Liquidity Provider. Upon the occurrence of a Single Portfolio Detrimental Event with respect to one or more Portfolios, and on each following Payment Date until such event is continuing, the Issuer shall be obliged to credit the Single Portfolio Reserve Amount with respect to each Portfolio having enough funds available for such purpose into the relevant Single Portfolio Reserve Account;

A "Subsequent Rating Event" will have occurred if:

(i) the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are rated below "Prime-2" and its long-term, unsecured and unsubordinated debt obligations are rated below "A3" by Moody’s; or

(ii) if the short-term, unsecured and unsubordinated debt obligations of the applicable Swap Counterparty (or its guarantor) are not rated by Moody’s, its long-term, unsecured and unsubordinated debt obligations are rated below "A3" by Moody’s.

2. FORM, DENOMINATION, STATUS

(iii) Form

The Notes are in bearer and dematerialised form (emesse in forma dematerializzata) and will be wholly and exclusively deposited with Monte Titoli in accordance with Article 28 of Italian legislative decree No. 213 of 24 June 1998, through the authorised institutions listed in article 30 of such legislative decree and with Regulation jointly issued by Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy on 22 February 2008, as amended from time to time.

(iv) Denomination

The Class A Notes are issued in the denomination of € 50,000. The Class B Notes are issued in the denomination of € 1.00.

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(v) Title

The Notes will be held by Monte Titoli on behalf of the Noteholders until redemption and cancellation for the account of each relevant Monte Titoli Account Holder. Monte Titoli shall act as depository for Clearstream, Luxemburg and Euroclear. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entries in accordance with the provisions of: (i) article 28 of Italian legislative decree No. 213 of 24 June 1998; and (ii) resolution dated 22 February 2008 jointly issued by CONSOB and the Bank of Italy, as amended from time to time. No physical document of title will be issued in respect of the Notes.

(vi) Holder Absolute Owner

Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the Representative of the Noteholders and each of the Paying Agents may (to the fullest extent permitted by applicable laws) deem and treat the Monte Titoli Account Holder, whose account is at the relevant time credited with a Note, as the absolute owner of such Note for all purposes (whether or not the Note shall be overdue and notwithstanding any notice to the contrary, any notice of ownership or writing on the Note or any notice of any previous loss or theft 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 of the obligation of the Issuer to make payments under the Notes is limited to the aggregate of the Single Portfolio Available Funds or the Issuer Available Funds, as applicable. The Notes are secured over certain assets of the Issuer pursuant to the Note Security. The Noteholders acknowledge that the limited recourse nature of the Notes produces the effects of a "contratto aleatorio" under Italian law and are deemed to accept the consequences thereof, including but not limited to the provisions under Article 1469 of the Italian Civil Code. The rights arising from 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 and the English Deed of Charge and Assignment, the following security (together, the "Note Security"):

(i) concurrently with the issue of the Notes, in favour of the Representative of the Noteholders for itself and on behalf of the Noteholders and the other Issuer Secured Creditors, an Italian law pledge over all monetary claims and rights and all the amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled from time to time pursuant to the the Transfer Agreements, the Servicing Agreement, the Back-up Servicing Agreement, the Warranty and Indemnity Agreement, the Corporate Services Agreement, the Intercreditor Agreement, the Cash Administration and Agency Agreement (other than in respect of certain provisions of the Cash Administration and Agency Agreement which are governed by English law), the Quotaholder's Agreement, the Liquidity Agreement, the Limited Recourse Loan Agreement, the Stichting Corporate Services Agreement and the Notes Subscription Agreement;

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(ii) in favour of the Representative of the Noteholders for itself and on behalf of the Noteholders and the other Issuer Secured Creditors an Italian law pledge over the Securities credited to the Securities Account;

(iii) concurrently with the issue of the Notes, in favour of the Representative of the Noteholders for itself and as trustee for the Noteholders and the other Issuer Secured Creditors, (a) an English law first fixed charge over the Investment Account any amounts and securities standing to the credit of, or deposited in, such account and the rights and benefits arising from such account, as well as over Eligible Investments from time to time made by, or on behalf of, the Issuer; (b) an English law assignment by way of security of all the Issuer's rights under the Swap Agreement, the English-law governed provisions of the Cash Administration and Agency Agreement and all future contracts, agreements, deeds and documents governed by English law to which the Issuer may become a party in relation to the Notes, the Claims and the Portfolios; and (c) a floating charge over all of the Issuer's assets which are subject to the charge and assignments described under (a) and (b) above and not effectively assigned thereunder.

The rights arising from the Note Security in favour of the Noteholders which are incorporated in each of the Notes are transferred together with the transfer of any Note at the time of transfer of such Note. Each holder of any of the Notes from time to time will have the benefit of such rights.

In addition, by operation of Italian law, the Issuer's right, title and interest in and to the Claims is segregated from all other assets of the Issuer and amounts deriving therefrom will be available both prior to and following a winding-up of the Issuer only to satisfy the obligations of the Issuer to the Noteholders and the Other Issuer Creditors in accordance with the applicable Order of Priority.

(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 preference or priority among themselves; each Series of Class B Notes will rank pari passu and without any 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 will be paid out of available funds deriving from collections and recoveries of the relevant Portfolio provided that, following occurrence of a Cross Collateral Event and in case of acceleration of the reimbursement of the Notes, principal on each series of Class B Notes will be reimbursed and interest accrued thereon will be paid out of the aggregate available funds deriving from collections and recoveries of all the Portfolios, but in an amount which is a function of the performance of the relevant Portfolio.

No repayments of principal will be made on the Class B Notes until all principal due on the Class A Notes has been paid or is paid concurrently with such repayment as set forth in the Conditions.

If a Trigger Notice is served, as long as any Class A Notes are outstanding, unless notice has been given to the Issuer declaring the Class A Notes due and payable, the Class B Notes shall not be capable of being declared due and payable and the Class A Noteholders will be entitled to determine the remedies to be exercised. Remedies pursued by the Class A Noteholders could be adverse to the interests of the Class B Noteholders.

The Intercreditor Agreement contains provisions regarding the protection of the respective

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interests of the Noteholders and the Other Issuer Creditors in connection with the exercise of the powers, authorities, rights, duties and discretion of the Representative of the Noteholders under or in connection with the Notes or any of the Transaction Documents. If, however, in the sole and absolute opinion of the Representative of the Noteholders, there is or may be a conflict between the interests of the Noteholders of any Class(es) of Notes and of the Other Issuer Creditors, the Representative of the Noteholders is required to regard only the interests of the Class of Noteholders and/or Other Issuer Creditors ranking higher in the applicable Order of Priority, until such Class of Notes has been redeemed in full or the relevant Other Issuer Creditors has been completely satisfied. The Representative of the Noteholders shall have regard to the interest of each Class of Noteholders as a class, and not with respect to each of the Noteholders. In no event the Representative of the Noteholders may agree to any amendment or modification or waiver to the Transaction Documents which, in the sole and absolute opinion of the Representative of the Noteholders, is materially prejudicial to the interest of the holders of the Most Senior Class of Notes. If at any time there is, in the sole and absolute opinion of the Representative of the Noteholders, a conflict between the interests of the Other Issuer Creditors, then the Representative of the Noteholders shall have regard to the interests of whichever of the Other Issuer Creditors ranks higher in the applicable Order of Priority 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 of the Representative of the Noteholders or as provided for in or envisaged by these Conditions or any of the Transaction Documents, shall not, nor shall cause or permit (to the extent permitted 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 Portfolios or any part thereof or any of its present or future business, undertaking, assets or revenues relating to this Securitisation or undertakings (other than under the Note Security) or sell, lend, part with or otherwise dispose of all or any part of the Portfolios 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 a series of transactions; or

(ii) Restrictions on activities

(A) without prejudice to Condition 4(2) below (Further Securitisations and corporate existence) below, engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Transaction Documents provide or envisage that the Issuer will engage; or

(B) have any società controllata (subsidiary) or società collegata (affiliate company) (as defined in Article 2359 of the Italian civil code) or any employees or premises; or

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(C) at any time approve or agree or consent to or do, or permit to be done, any act or thing whatsoever which may be materially prejudicial to the interests of holders of the Most Senior Class of Notes under the Transaction Documents or do, or permit to be done, any act or thing in relation thereto which is materially prejudicial to the interests of the holders of the Most Senior Class of 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 capital to its shareholder or increase its equity capital; or

(iv) De-registrations

ask for de-registration from the register held by the Bank of Italy pursuant to article 106 of the Banking Act for as long as the Securitisation Law, the Banking Act or any other applicable law or regulation requires the company incorporated pursuant to the 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 give any 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 or assets 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 the holders of the Notes of the Most Senior Class or (ii) to become invalid or ineffective or the priority of the Security Interests created thereby to be reduced or consent to any variation thereof or exercise any powers of consent, direction or waiver pursuant to the terms of any of the Transaction Documents or permit any party to the Transaction Documents or any other person whose obligations form part of the Note Security to be released from its respective obligations in a way which may negatively affect the interests 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 and the Collateral Account (if any), unless (i) the Representative of the Noteholders receives confirmation from the Rating Agency that the opening of any such account will not prejudice any of the ratings of the Class A Notes, (ii) the Issuer notifies the Rating Agency of the opening of any such account and (iii) the Representative of the Noteholders receives confirmation that the net interest or other return on any such new account is not lower than that which is then applicable on the Accounts; or

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(ix) Statutory documents

amend, supplement or otherwise modify its statuto or atto costitutivo, except where such amendment, supplement or modification is required by compulsory provisions of Italian law or by the competent regulatory authorities; 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 any other person or entity;

(ii) its bank accounts and the debts represented thereby being co-mingled with those of any other person or entity; or

(iii) its assets or revenues being co-mingled with those of any other person or entity;

and, in addition and without limitation to the above, the Issuer shall or shall procure that, 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 as soon as possible;

(xi) Residency and centre of main interest

become resident, including without limitation for tax purposes, in any country outside Italy or cease to be managed and administered in Italy or cease to have its centre of main 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 of separate transactions unrelated to this Securitisation, further portfolios of monetary claims 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 the issue of further debt securities additional to the Notes (the "Further Notes");

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(iii) entering into agreements and transactions, with the Originators or any other entity, that are incidental to or necessary in connection with such Further Securitisation including, inter alia, the ring-fencing or the granting of security over such Further Portfolios and any right, benefit, agreement, instrument, document or other asset of the Issuer relating thereto to secure such Further Notes (the "Further Security"), provided that:

(A) the Issuer confirms in writing to the Representative of the Noteholders that such Further Security does not comprise or extend over any of the Claims or any of the other Issuer's Rights;

(B) the Issuer confirms in writing to the Representative of the Noteholders that the terms and conditions of the Further Notes contain provisions to the effect that the obligations of the Issuer whether in respect of interest, principal, premium or other amounts in respect of such Further Notes, are limited recourse obligations of the Issuer, limited to some or all of the assets comprised in such Further Security;

(C) the Issuer confirms in writing to the Representative of the Noteholders that each party to such Further Securitisation agrees and acknowledges that the obligations of the Issuer to such party in connection with such Further Securitisation are limited recourse obligations of the Issuer, limited to some or all of the assets comprised in such Further Security and that each creditor in respect of such Further Securitisation or the representative of the holders of such Further Notes has agreed to limitations on its ability to take action against the Issuer, including in respect of insolvency proceedings relating to the Issuer, on terms in all significant respects equivalent to those contained in the Intercreditor Agreement;

(D) the Rating Agency gives written confirmation to the Representative of the Noteholders that neither the acquisition or financing, as the case may be, of such Further Portfolio nor the issue of such Further Notes would adversely affect the then current rating of the Class A Notes;

(E) the Issuer confirms in writing to the Representative of the Noteholders that the terms and conditions of such Further Notes will include:

(I) covenants by the Issuer in all significant respects equivalent to those covenants provided in paragraphs (A) to (D) above; and

(II) provisions which are the same as or, in the sole discretion of the Representative of the Noteholders, equivalent to this proviso;

(F) the Mortgage Loans Swap Counterparty has extended its covenants and undertakings under clause 12 of the Intercreditor Agreement until the date falling one year and one day after repayment in full or cancellation of the Further Notes under such Further Securitisation in accordance with clause 10.3(c)(v) of the Intercreditor Agreement; and

(G) the Representative of the Noteholders is satisfied that conditions (A) to (F) of this proviso have been satisfied.

In giving any consent to the foregoing, the Representative of the Noteholders may require the Issuer to make such modifications or additions to the provisions of any of the Transaction Documents (as may itself consent thereto on behalf of the

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Noteholders) or may impose such other conditions or requirements as the Representative of the Noteholders may deem expedient (in its absolute discretion) in the interests of the Noteholders and may rely on any written confirmation from the Issuer as to the matters contained therein.

None of the covenants in Condition 4(1) (Covenants by the Issuer) above shall prohibit the Issuer from carrying out any activity which is incidental to maintaining its corporate 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 Portfolio Available Funds relating to each of the Portfolios as calculated on each Calculation Date shall be applied by the Issuer on the Payment Date immediately following such Calculation Date in making payments or provisions in the following order of priority (the "Pre-Acceleration Order of Priority") but, in each case, only if and to the extent that payments or provisions of a higher priority have been made in full:

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

(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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 or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of:

(A) the relevant Outstanding Notes Ratio of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Representative of the Noteholders or any appointee thereof; and

(B) all amounts of interest due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(iii) Third, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the relevant Liquidity Provider under the Liquidity Agreement;

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(iv) Fourth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the relevant Outstanding Notes Ratio of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(v) Fifth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of the relevant Outstanding Notes Ratio of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Cash 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 Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

(vi) Sixth, to pay the Relevant Proportion(s) of all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Transaction(s) other than any termination payment due to a Swap Counterparty upon termination of the Swap Transaction(s) under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the Relevant Proportion(s) of any termination payment due and payable to such Swap Counterparty in relation to the termination of the Relevant Swap Transaction(s) to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transaction(s) with the Issuer on the same terms as the Relevant Swap Transaction(s);

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of the relevant Servicer in respect of the servicing of the Relevant Portfolio pursuant to the Servicing Agreement (to the extent not expressly included in any of the following items);

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio Class A Notes Ratio of all amounts of interest due and payable on the Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(x) Tenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation Account the Single Portfolio Class A Notes Principal Payment Amount; and

(B) on the First Amortisation Payment Date and on each Payment Date thereafter, in or towards repayment of the Class A Notes in an aggregate amount up to the relevant Single Portfolio Class A Notes Principal Payment Amount;

(xi) Eleventh, upon the occurrence of a Class A Notes Disequilibrium Event, to credit the relevant Principal Amortisation Reserve Amount into the relevant Principal Amortisation Reserve Account;

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(xii) Twelfth, in or towards satisfaction of all amounts of interest due and payable to the relevant Liquidity Provider on the Advances made to the Issuer under the Liquidity Agreement;

(xiii) Thirteenth, on the Payment Date following the occurrence of the Single Portfolio Detrimental Event and on each Payment Date thereafter, to credit the relevant Single Portfolio Reserve Amount into the relevant Single Portfolio Reserve Account;

(xiv) Fourteenth, on the Payment Date following the occurrence of the Detrimental Event and on each Payment Date thereafter, to credit the Reserve Amount Quota into the Reserve Account;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu of the Relevant Proportion(s) of any termination payment due and payable to a Swap Counterpartyunder the terms of the Relevant Swap Transaction(s) under the Relevant Swap Agreement upon termination of such Swap Transaction(s) in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments expressly referred to under any of the items above;

(xvii) Seventeenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Servicer in respect of the restitution of the insurance premia and relevant expenses advanced by the relevant Servicer under the Servicing Agreement in relation to the relevant Portfolio;

(xviii) Eighteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series Class B Notes Interest Payment Amount of the relevant Series of Class B Notes;

(xix) Nineteenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(xx) Twentieth, upon repayment in full of the Class A Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Series of Class B Notes until the Principal Amount Outstanding 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 or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Class B Notes until the relevant Class of Class B Notes is redeemed in full;

(xxii) Twenty-second, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, of the Class B Notes Additional Interest Amount (if any) due and payable on the Class B Notes.Acceleration Order of Priority

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(B) Acceleration Order of Priority

Following the service of a Trigger Notice or in the event that the Issuer opts for the early redemption 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 Date shall be applied by or on behalf of the Representative of the Noteholders on each Payment Date immediately following such Calculation Date in making the following payments in the following order of priority (the "Acceleration Order of Priority"), but, in each case, only if and 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 the respective amounts thereof, of:

(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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 or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs and to the extent the Issuer is not already subject to any insolvency or analogous proceeding);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Representative of the Noteholders or any appointee thereof;

(iii) Third, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of all amounts of interest due and payable to the Limited Recourse Loan Providers under the Limited Recourse Loan Agreement;

(iv) Fourth, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the Liquidity Providers under the Liquidity Agreement;

(v) Fifth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(vi) Sixth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Cash Manager, the Computation Agent, the Agent

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Bank, the Operating Bank, the Back-up Servicer, the Transaction Bank, the English Transaction Bank, the Paying Agents, the Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

(vii) Seventh, to pay all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Agreement other than any termination payment due to a Swap Counterparty upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the amount of any termination payment due and payable to each Swap Counterparty in relation to the termination of the Swap Transactions under the Relevant Swap Agreement to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transactions with the Issuer on the same terms as such Swap Transactions;

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of each of the Servicers pursuant to the Servicing Agreements (to the extent not expressly included in any following item);

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class A Notes;

(x) Tenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(xi) Eleventh, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the Class A Notes until redemption in full of the Class A Notes;

(xii) Twelfth, in or towards satisfaction of all amounts of interest due and payable to the Liquidity Providers on the Advances made to the Issuer under the Liquidity Agreement;

(xiii) Thirteenth, in or towards satisfaction, pro rata and pari passu of any termination payment due and payable to a Swap Counterparty under the terms of the Relevant Swap Agreement upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xiv) Fourteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments referred to under any of the items above;

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(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Servicers in respect of the restitution of the insurance price and relevant expenses advanced by the Servicers under the Servicing Agreement;

(xvi) Sixteenth, 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 Payment Amount of each Series of Class B Notes;

(xvii) Seventeenth, upon repayment in full of the Class A Notes, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(xviii) Eighteenth, 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 of Class B Notes.The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of the Claims in order to finance the redemption of the Notes following the service of a Trigger Notice.

In the event that the Issuer redeems any Notes in whole or in part prior to the date which is 18 months after the Issue Date, the Issuer will be required to pay a tax in Italy equal to 20 per cent. of all interest accrued on such principal amount repaid early up to the relevant repayment date. This requirement will apply whether or not the redemption takes place following a Trigger Event under the Notes or pursuant to any requirement of the Issuer to redeem Notes following the service of a Trigger Notice in connection with any such Trigger Event. Consequently, following a Trigger Event, the Issuer may, with the consent of the Representative of the Noteholders, and shall, if so instructed by the Representative of the Noteholders, delay the redemption of the Notes until the end of such 18-month period.

(C) Cross Collateral Order of Priority

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

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

(A) any and all outstanding taxes due and payable by the Issuer in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(B) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations of the Issuer to third parties (not being Other Issuer Creditors) incurred in relation to this Securitisation (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs); and

(C) any and all outstanding fees, costs, expenses and taxes required to be paid in connection 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

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or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expenses Account are insufficient to pay such costs);

(ii) Second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of:

(A) any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Representative of the Noteholders or any appointee thereof; and

(B) all amounts of interest due and payable to the relevant Limited Recourse Loan Provider under the Limited Recourse Loan Agreement;

(iii) Third, in or towards repayment, pari passu and pro rata, according to the respective amounts thereof, of any Advance (if any) due and payable to the relevant Liquidity Provider under the Liquidity Agreement;

(iv) Fourth, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof, of the amount necessary to replenish the Expenses Account up to the Retention Amount;

(v) Fifth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of and all other amounts due and payable to the Cash 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 Corporate Servicer and the Stichting Corporate Services Provider, each under the Transaction Document(s) to which each of them is a party;

(vi) Sixth, to pay all amounts due and payable to each Swap Counterparty under the terms of the Relevant Swap Agreement other than any termination payment due to a Swap Counterparty upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreements) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, but including, in any event, the amount of any termination payment due and payable to each Swap Counterparty in relation to the termination of the Swap Transactions under the Relevant Swap Agreement to the extent of any premium received (net of any costs reasonably incurred by the Issuer to find a replacement swap counterparty), if any, by the Issuer from a replacement swap counterparty in consideration for entering into swap transactions with the Issuer on the same terms as such Swap Transactions;

(vii) Seventh, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of each the Servicers pursuant to the Servicing Agreements (to the extent not expressly included in any following item);

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class A Notes;

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the relevant Originator in respect

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of the restitution of the indemnities paid by such Originator to the Issuer under the terms of the Warranty and Indemnity Agreement;

(x) Tenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation Account the relevant Class A Notes Principal Payment Amount; and

(B) on the First Amortisation Payment Date and on each Payment Date thereafter, in or towards repayment, pro rata and pari passu, of the relevant Class A Notes Principal Payment Amount until the Class A Notes are repaid in full;

(xi) Eleventh, in or towards satisfaction of all amounts of interest due and payable to the Liquidity Providers on the Advances made to the Issuer under the Liquidity Agreement;

(xii) Twelfth, on the Payment Date following the occurrence of the Detrimental Event and on each Payment Date thereafter, to credit the Reserve Amount Quota into the Reserve Account;

(xiii) Thirteenth, in or towards satisfaction, pro rata and pari passu of any termination payment due and payable to a Swap Counterparty under the terms of the Relevant Swap Agreement upon termination of the Swap Transactions under the Relevant Swap Agreement in circumstances where either (i) such Swap Counterparty is the Defaulting Party (as defined in the 1992 ISDA Master Agreement) or (ii) an Initial Rating Event or a Subsequent Rating Event has occurred and such Swap Counterparty has failed to take such action as is required in the Relevant Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xiv) Fourteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Originators in respect of the relevant Originator's Claims (if any) under the terms of the Transaction Documents other than the payments referred to under any of the items above;

(xv) Fifteenth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts due and payable to the Servicers in respect of the restitution of the insurance price and relevant expenses advanced by the Servicers under the Servicing Agreement;

(xvi) Sixteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series 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 towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of all amounts of principal due and payable to the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(xviii) Eighteenth, upon repayment in full of the Class A Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Series of Class B Notes until the Principal Amount Outstanding of the relevant Series of Class B Notes is equal to € 5,000;

(xix) Nineteenth, on the Final Redemption Date and on any Payment Date thereafter, in or

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towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Series of Class B Notes until the relevant Series of Class B Notes is redeemed in full;

(xx) Twentieth, in or towards satisfaction, pro rata and pari passu, of the Class B Notes Additional Interest Amount (if any) due and payable on the Class B Notes.

6. INTEREST

(1) Payment Dates and Interest Periods

Each of the Class A Notes bears interest on its Principal Amount Outstanding from (and including) the Issue Date at the applicable rate determined in accordance with this Condition 6, payable in euro in arrear on each Payment Date subject to the applicable Order of Priority and 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 is herein called an "Interest Period".

Interest in respect of each Series of Class B Notes is payable semi-annual in arrears on each Payment Date in Euro in an amount equal to the relevant Single Series Class B Notes Interest Payment 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 of the 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 otherwise made in respect of payment thereof, in which case it will continue to bear interest in accordance with this Condition 6 (as well after as before judgment) until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note up to that date are received by 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 the following 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) 0.14 per cent per annum; and

(B) the EURIBOR.

(3) Determination of the Interest Rate, Calculation of the Interest Amount and Single Series Class B Notes Interest Payment Amount

(a) The Agent Bank shall, on each Interest Determination Date:

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(i) determine the Interest Rate applicable to the Interest Period beginning after such Interest Determination Date (or in the case of the Initial Interest Period, beginning on and including the Issue Date); and

(ii) calculate the Euro amount (the "Interest Amount") payable on the Class ANotes in respect of such Interest Period. The Interest Amount payable in respect of any Interest Period shall be calculated by applying the relevant Interest Rate to the Principal Amount Outstanding of the Class A Notes on the Payment Date at the commencement of such Interest Period (after deducting therefrom any payment of principal due on that Payment Date) or, in the case of the Initial Interest Period, on the Issue Date, and by multiplying the product of such calculation by the actual number of days elapsed in the relevant Interest Period divided by 365, and rounding the resultant figure to the nearest cent (half a cent being rounded up).

(b) The Computation Agent shall, on each Calculation Date immediately preceding the Payment Date, in relation to each Interest Period, determine with respect to each Class of Class B Notes, the Single Series Class B Notes Interest Payment Amount (if any) that may be payable in respect of each Class of Class B Notes on such Payment Date.

(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 Interest Amount, to be notified promptly after their determination to the Issuer, the Representative of the Noteholders, the Computation Agent, the Servicers, the Transaction Bank, the English Transaction Bank, Monte Titoli, Euroclear, Clearstream, Luxembourg, the Paying Agents and the Irish Stock Exchange and will cause the same to be published in accordance with Condition 16 (Notices) hereof as soon as possible after the relevant Interest Determination Date, but in no event later than the first Business Day of the next following Interest Period in respect 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 does not calculate the Interest Amount, or the Computation Agent does not determine the Single Series Class B Notes Interest Payment Amount, in accordance with Condition 5(3) above, the Representative of the Noteholders shall determine the Interest Rate at such rate as (having regard to the procedure described in Condition 6(2) above) it shall consider fair and reasonable 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 the Agent Bank and/or the Computation Agent as applicable.

(6) Notification to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6, whether by the Reference Banks (or any of them), the Agent Bank, the Computation Agent, the Issuer or the Representative of the Noteholders shall (in the absence of wilful default (dolo) or gross

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negligence (colpa grave) be binding on the Reference Banks, the Agent Bank, the Computation Agent, the Issuer, the Representative of the Noteholders and all the Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Reference Banks, the Agent Bank, the Computation Agent, the Issuer or the Representative of the Noteholders in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder.

(7) Reference Banks and Agent Bank

The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall at all times be three Reference Banks. In the event of any such bank is unable or unwilling to continue to act as a Reference Bank or that any of the Reference Banks merge with another Reference Bank, the Issuer shall appoint such other bank as may have been previously approved in writing by the Representative of the Noteholders to act as such. The Issuer shall insure that at all times an Agent Bank is appointed. If a new Agent Bank is appointed, a notice will 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 a Trigger Notice pursuant to Condition 10(1)(a) (Non-payment), prior to the service of a Trigger Notice, in the event that on any Payment Date there are any Interest Amount Arrears, such Interest Amount Arrears shall be deferred on the following Payment Date or on the day a Trigger Notice is served to the Issuer, whichever comes first. Any such Interest Amount Arrears shall not accrue additional interest. A pro rata share of such Interest Amount Arrears shall be aggregated with the amount of, and treated for the purpose of this Condition as if it were, interest due, subject to this Condition 6(9), on each Class A Note or Class B Note as the case may be, on the next succeeding Payment Date.

If, on any Calculation Date, the Computation Agent determines that any Interest Amount Arrears in respect of one or more Classes of Notes will arise on the immediately succeeding Payment Date, notice to this effect shall 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 is then listed, for so long as such Notes are listed on the relevant stock exchange, and (if so required by the rules of the relevant stock exchange) to the Noteholders in accordance with Condition 16 (Notices), specifying the amount of the Interest Amount Arrears to be deferred on 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 Issuer shall redeem the Notes in full at their Principal Amount Outstanding, plus any accrued but unpaid interest, on the Payment Date falling in 29 October 2049 (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 having insufficient funds for application in or towards such redemption, any amount unpaid shall remain outstanding and these Conditions shall continue to apply in full in respect of the Notes until the Cancellation Date, at which date, in the absence of gross negligence (colpa grave) or wilful misconduct (dolo) on the part of the Issuer, any amount outstanding, whether in respect

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of interest, principal or other amounts in respect of the Notes, shall be finally and definitively cancelled.

(3) Redemption for Taxation

Prior to the service of a Trigger Notice, the Issuer may redeem the Notes of all Classes (in whole but not in part) at their Principal Amount Outstanding (plus any accrued but unpaid interest) in accordance with the Acceleration Order of Priority and subject to the Issuer having sufficient funds to redeem all the Notes, to discharge any amount due to the Swap Counterparty (including payments for termination) subordinated to the Class A Notes, and to make all payments ranking in priority, or pari passu, thereto on any Payment Date if, by reason of a change in law or the interpretation or administration thereof since the Issue Date:

(a) the assets of the Issuer in respect of this Securitisation (including the Claims, the Collections and the other Issuer's Rights) become subject to taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or by any political sub-division thereof or by any authority thereof or therein or by any applicable taxing authority having jurisdiction; or

(b) either the Issuer or any paying agent appointed in respect of the Class A Notes or any custodian of the Class A Notes is required to deduct or withhold any amount (other than in respect of a Decree 239 Withholding) in respect of the Class A Notes, from any payment of principal or interest on such Payment Date 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 political sub-division thereof or by any authority thereof or therein or by any other applicable taxing authority having jurisdiction and provided that such deduction or withholding may not be avoided by appointing a replacement paying agent or custodian in respect of the Class A Notes before the Payment Date following the change in law or the interpretation or administration thereof; or

(c) any amounts of interest payable on the Loans to the Issuer are required to be deducted 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 political sub-division thereof or by any authority thereof or therein or by any other applicable taxing authority having jurisdiction; or

(d) it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party;

subject to:

(1) the holders of the Most Senior Class representing at least 75 per cent of the Principal Amount Outstanding of the relevant Class giving instructions to the Issuer to redeem the 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 notice shall be irrevocable) to the Representative of the Noteholders, the Servicers and the Noteholders, pursuant to Condition 16 (Notices), of its intention to redeem all (but not some only) the Notes; and

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(ii) providing to the Representative of the Noteholders:

(A) a legal opinion (in form and substance satisfactory to the Representative of the Noteholders) from a firm of lawyers of international repute (approved in writing by the Representative of the Noteholders) opining on the relevant change in law or interpretation or administration thereof;

(B) a certificate from the chairman of the board of directors or the sole director of the Issuer (as applicable) stating that the obligation to make such deduction or withholding or the suffering by the Issuer of such deduction or withholding cannot be avoided or, as the case may be, the events under paragraph (d) above will apply on the next Payment Date and cannot be avoided by the Issuer taking reasonable endeavours; and

(C) a certificate from the chairman of the board of directors or the sole director of the Issuer (as applicable) to the effect that it will have the funds on such Payment Date to discharge its obligations under: (i) the Notes (or the Class A Notes only, if all the Class B Noteholders consent), any obligations towards the Swap Counterparty (including payments for termination) subordinated to the Class A Notes and any obligations ranking in priority, or pari passu, thereto; and (ii) any additional taxes payable by the Issuer by reason of such early redemption of the Notes.

The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of the Claims in order 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 give notice 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 shall apply any Issuer Available Funds which may be applied for this purpose in accordance with the 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 the First Amortisation Payment Date and on each Payment Date falling thereafter, in a maximum amount equal to the Principal Payment Amount with respect to such Payment Date,

B. on any Payment Date: (i) following the service of a Trigger Notice pursuant to Condition 10(2); (ii) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(5) (Optional redemption); or (iii) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(3) (Redemption for taxation), at their Principal Amount Outstanding,

if, on each Calculation Date preceding such Payment Date, it is determined that the Single Portfolio Available Funds or Issuer Available Funds will be sufficient and may be applied for this purpose in accordance with the Pre-Acceleration Order of Priority, the Cross Collateral Order of Priority or the Acceleration Order of Priority, as applicable.

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Upon redemption of the Class A Notes in accordance with this Condition 7(4) the Issuer shall apply any Issuer Available Funds which may be applied for this purpose in accordance with the Acceleration Order of Priority to the redemption of the Class B Notes.

(5) Optional redemption

(i) Prior to the service of an Trigger Notice, the Issuer may redeem the Notes of all Classes in whole (but not in part) at their respective Principal Amount Outstanding in accordance with the Acceleration Order of Priority and subject to the Issuer having sufficient funds to redeem all the Notes (or the Class A Notes only, if all the Class BNoteholders consent), to discharge any amount due to the Swap Counterparty (including payments for termination) subordinated to the Class A Notes, and to make all payments ranking in priority, or pari passu, thereto on any Payment Date starting from the Payment Date falling on October 2011, if at the preceding Calculation Date the aggregate principal outstanding amount of the Portfolios is equal to or less than 20 per cent of the lower of (i) the aggregate principal outstanding amount of the Portfolios as of the Valuation Date and (ii) the aggregate of the purchase prices of the Portfolios.

(ii) Such optional redemption shall be effected subject to the Issuer (i) giving not more than forty-five (45) nor less than fifteen (15) days' prior written notice to the Representative of the Noteholders and to the Noteholders in accordance with Condition 16 (Notices); (ii) having produced evidence reasonably acceptable to the Representative of the Noteholders that it will have the necessary funds, not subject to interests of any other person, to discharge all its outstanding liabilities in respect of the Notes (or the Class A Notes only, if all the Class B Noteholders consent) any amount due to the Swap Counterparty (including payments for termination) subordinated to the Class A Notes, and any amounts required under the 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 of its 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 the Claims in order to finance the redemption of the Notes in the circumstances described above.

(iv) For so long as the Class A Notes are listed on the Irish Stock Exchange, the Issuer will give notice of any optional redemption of the Notes in accordance with this Condition 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 Condition 7(5) (Optional redemption);

(ii) in the event that the Issuer opts for the early redemption of the Notes under Condition 7(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(1), if the holders of the Most Senior Class representing at least 75 per cent of the Principal Amount Outstanding of the relevant Class resolve to request to the Issuer to sell all (but not only part) of the Claims to third parties,

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the Issuer is authorised, with the assistance of the Computation Agent and the Representative of the Noteholders, to search for potential purchasers for all (but not only some) of the Portfolios.

In addition, following the delivery of a Trigger Notice, the Representative of the Noteholders shall be entitled to sell the Portfolios.

In any case neither the Issuer nor the Representative of the Noteholders will be allowed to sell the Portfolio in case a bankruptcy or similar proceeding has been commenced against the Issuer or in any other case such a sale would be prohibited under Italian law.

In case of the sale of the Portfolios to a transferee that does not have a current rating assigned by Moody's or that has a current rating in the non investment-grade category, the following documents shall be provided to Moody's within the date on which the transfer becomes effective: (i) good standing certificate of the transferee issued from the relevant Chamber of Commerce showing that is not, and has not been in the past five years, subject to any insolvency or reorganization proceedings, and (ii) certificate from the appropriate bankruptcy court confirming that no insolvency petitions have been filed against the transferee in the past five years, and (iii) solvency certificate signed by the managing director ("amministratore delegato o unico") or the finance director ("direttore finanziario") of the transferee.

Should a sale of the Portfolios take place, the proceeds of such sale shall be treated by the Issuer 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 the Acceleration 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 the distribution of the revenues of such sale, available in relation to payments under item (xxiii) of the Acceleration Order of Priority, in proportion to their participation to the Securitisation and to the Outstanding Principal of the Defaulted Claims of each Portfolio as at the date on which the 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 in accordance 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 Agent determines, 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 may be;

(ii) the Single Portfolio Class A Note Principal Payment Amounts, on the next following Payment Date;

(iii) the Single Portfolio Class A Note Principal Payment Amounts paid on the preceding Payment Date;

(iv) the Principal Amount Outstanding of each Class of Notes on the next following Payment Date;

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(v) the Principal Amount Outstanding of the Notes of all Classes on the next following Payment 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 Notes on the next following Payment Date;

(ix) with respect to each Series of Class B Notes, the amount of the relevant Single Series Class B Notes Interest Payment Amount;

(x) with respect to each Portfolio: (i) the amount of the relevant Single Portfolio Amortised Principal and Single Portfolio Available Funds (if any); and (ii) the amount of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, Single Portfolio Class B Notes Principal Amount Outstanding, Single Portfolio Class A Notes Principal Payment Amount, Single Portfolio Class B Notes Principal Payment Amount 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);

(xii) the amounts payable to (a) the Liquidity Providers under the Liquidity Agreements and (b) the Limited Recourse Loan Providers under the Limited Recourse Loan Agreements;

(xiii) any Single Portfolio Negative Balance of each Portfolio and how either (a) the Advances or (b) the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances are to be used to augment the Single Portfolio Available Funds;

(xiv) any Negative Balance of each Portfolio and how either (a) the Advances or (b) the proceeds from the sale of the Relevant Securities to be used alternatively to the Advances are to be used to augment the Issuer Available Funds;

(xv) the Interest Amount Arrears, if any, that will arise in respect of each Class of Notes on the immediately following Payment Date;

(xvi) the Revenue Eligible Investments Amount in respect of the immediately preceding Liquidation Date;

(xvii) the amount invested in Eligible Investments out of the Payments Account on the immediately preceding Investment Date;

(xviii) the amount invested in Eligible Investments out of the Collection and Recoveries Account on the immediately preceding Investment Date;

(xix) the amount invested in Eligible Investments out of the Principal Accumulation Account on the immediately preceding Investment Date;

(xx) the amount invested in Eligible Investments out of the Reserve Account on the immediately preceding Investment Date;

(xxi) the amount invested in Eligible Investments out of the Single Portfolio Reserve Account on the immediately preceding Investment Date;

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(xxii) the amount invested in Eligible Investments out of the Principal Amortisation Reserve Account on the immediately preceding Investment Date;

(xxiii) the amount invested in Eligible Investments out of the Liquidity Reserve Account on the immediately preceding Investment Date;

(xxiv) the amount to be credited to the Principal Accumulation Account in accordance with the applicable Order of Priority;

(xxv) the amount to be credited to the Principal Amortisation Reserve Account in accordance with the applicable Order of Priority;

(xxvi) the Single Portfolio Reserve Amount to be credited to the Single Portfolio Reserve Account in accordance with the applicable Order of Priority;

(xxvii) the Reserve Amount Quota to be credited to the Reserve Account in accordance with the applicable Order of Priority;

(xxviii) whether a Class A Disequilibrium Event has occurred;

(xxix) whether a Single Portfolio Detrimental Event has occurred;

(xxx) whether a Detrimental Event has occurred;

(xxxi) whether a Trigger Event has occurred;

(xxxii) whether a Cross Collateral Event has occurred;

(xxxiii) the payments (if any) to be made to each of the parties to the Intercreditor Agreement under the relevant Transaction Document,

and will determine how the Issuer's funds available for distribution pursuant to these Conditions 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 Acceleration Order of Priority (as the case may be), and will deliver to the Paying Agents and the Transaction 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 (in the absence of wilful default, gross negligence, bad faith or manifest error) be final and binding on all persons.

The Issuer shall, no later than four Business Days prior to each Payment Date, cause each determination of a principal payment (if any) and Principal Amount Outstanding of the Notes to 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 cause notice of each determination of a principal payment and Principal Amount Outstanding of each 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 on the Notes on a Payment Date, notice to this effect shall also be given by the Issuer to the Noteholders in accordance with Condition 16 (Notices).

If no principal payment or Principal Amount Outstanding of the Notes is determined by or on behalf of the Issuer in accordance with the provisions of this Condition 7(8), such principal payment or Principal Amount Outstanding of the Notes shall be determined by the

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Representative of the Noteholders (but without the Representative of the Noteholders incurring any liability to any person as a result) in accordance with this Condition 7(8) and each 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 of principal and interest in respect of the Notes to be made through the relevant operators of Monte Titoli, Clearstream, Luxembourg and Euroclear to the accounts of the beneficial owners of the Notes with such operators in accordance with the rules and procedures of Monte 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 fiscal or other laws and regulations applicable in the place of payment but without prejudice to Condition 9 (Taxation).

(3) If the due date for any payment of principal and/or interest in respect of any Note is not a day on which banks are open for general business (including dealings in foreign currencies) in the place in which the relevant Monte Titoli Account Holder is located (in each case, the "Local Business Day"), the holder of the relevant Note will not be entitled to payment of the relevant amount until the immediately succeeding Local Business Day and will not be entitled to any further 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 the Noteholders, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other paying agents including the Principal Paying Agent and the Italian Paying Agent.

(5) The Issuer will cause at least 30 days prior notice to be given of any change in or addition to the 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 or on account of any present or future taxes, duties or charges of whatever kind other than a Decree 239 Withholding or any other withholding or deduction required to be made by any applicable law. Neither the Issuer nor any other Person shall be obliged to pay any additional 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

the Issuer fails to repay any amount of principal on the Class A Notes within fifteen days of the due date for repayment of such principal or fails to pay the Interest

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Amount on the Class A Notes within five days of the relevant Payment Date; or

(b) Breach of other obligations

the Issuer defaults in the performance or observance of any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party (other than any obligation for the payment of principal or interest on the Notes) and such default remains unremedied for thirty days after the Representative of the Noteholders has given written notice thereof to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests of the Noteholders and requiring the same to be remedied; or

(c) Failure to take action

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

a. to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Class A Notes and the Transaction Documents 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 the Representative of the Noteholders has given written notice of such default to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests 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 the Noteholders to be material) for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents to which it is a party,

then the Representative of the Noteholders shall, if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding 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 the Notes have immediately become due and payable at their Principal Amount Outstanding, together with accrued interest and that the Acceleration Order of Priority shall apply provided that in the case of the occurrence of any of the events mentioned in Condition 10(b) (Breach of other obligations) and Condition 10(c) (Failure to take action), the service of a Trigger Notice has been approved by an Extraordinary Resolution of the holders of the Most Senior Class of Notes.

Following the service of a Trigger Notice, without any further action or formality, (i) the Notes of each Class shall become immediately due and repayable at their Principal Amount Outstanding, together with any interest accrued but which has not been paid on any preceding Payment Date in accordance with Condition 6(8) (Interest Amount Arrears), without further action, 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 the

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Portfolios) dispose of the Claims in the name and on behalf of the Issuer. The Noteholders hereby irrevocably appoint, as from the date hereof and with effect on and from the date on which the Notes shall become due and payable following the service of a Trigger Notice, the Representative of the Noteholders as their exclusive agent (mandatario esclusivo) to receive on their behalf from the Issuer any and all monies payable by the Issuer to the Noteholders and the Other Issuer Creditors from and including the date on which the Notes shall become due and payable, such monies 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"):

(a) Disequilibrium Event

(i) with respect to four consecutive Payment Dates, a Class A Notes Disequilibrium Event occurs; or

(b) Default Ratio

the Default Ratio, as at any Collection Date, is higher than the ratio of 3.5 per cent; or

(c) Liquidity Agreement

on any Payment Date (i) the aggregate of the Single Portfolio Negative Balances or (ii) the Negative Balance (as applicable) with respect to such Payment Date is equal to or exceeds the Maximum Commitment Amount (including any amount that will be reimbursed to the Liquidity Provider on such Payment Date) to the Issuer on such Payment Date under the terms of the Liquidity Agreement,

then the Representative of the Noteholders, upon having received 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 the immediately following Payment Date the Cross Collateral Order of Priority shall apply without any further action or formality provided that a Trigger Notice has not been already served.

12. ENFORCEMENT

(a) At any time after the service of a Trigger Notice, the Representative of the Noteholders may, at its discretion and without further notice, take such steps and/or institute such proceedings against the Issuer as it may think fit, to enforce repayment of the Notes and payment of interest accrued thereon, but it shall not be bound to take any 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 its satisfaction.

(b) No Noteholder shall be entitled to proceed directly against the Issuer unless the Representative of the Noteholders, having become bound to do so, fails to do so within a reasonable period of time and such failure is continuing.

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(c) All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of Condition 10 above or this Condition 12, by the Representative of the Noteholders shall (in the absence of wilful default, gross negligence, bad faith or manifest error) be binding on the Issuer and all Noteholders and (in such absence as aforesaid) the Representative of the Noteholders will have no liability to the Noteholders or the Issuer in connection with the exercise or the non-exercise by it or any of them of their powers, duties and discretion hereunder.

(d) If a Trigger Notice has been served by the Representative of the Noteholders other than by reason of non-payment of any amount due in respect of the Notes, the Representative of the Noteholders will not be entitled to dispose of the assets of the Issuer or any part thereof unless either:

(i) a sufficient amount would be realised to allow payment in full of all amounts owing to the holders of the Class A Notes after payment of all other claims ranking in priority to the Class A Notes in accordance with the Acceleration Order of Priority; or

(ii) the Representative of the Noteholders is of the opinion, which shall be binding on the Noteholders and the other Issuer Secured Creditors, reached after considering at any time and from time to time the advice of a merchant or investment bank or other financial adviser selected by the Representative of the Noteholders (and if the Representative of the Noteholders is unable to obtain such advice having made reasonable efforts to do so, this Condition 12(d)(ii) shall not apply), that the cash flow prospectively receivable by the Issuer 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 the Issuer, to discharge in full in due course all amounts due in respect of the Class A Notes after payment of all other claims ranking in priority to the Class A Notes in accordance with the Acceleration Order of Priority; and

the Representative of the Noteholders shall not be bound to make the determination contained in Condition 11(b)(ii) unless it shall have been fully indemnified as to costs, 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 of the Notes and shall remain in force and in effect until repayment in full or cancellation of the Notes.

(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 the Noteholders.

(c) The Representative of the Noteholders is the legal representative (rappresentante legale) of the Organisation of the Noteholders. The appointment of the Representative of the Noteholders is made by the Noteholders subject to and in accordance with the Rules of the Organisation of the Noteholders, except for the initial Representative of the Noteholders who is 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 of the Organisation of Noteholders.

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(e) The Rules of the Organisation of Noteholders contain provisions for convening Meetings of Noteholders 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 the Noteholders, inter alia, to bring individual actions or take other individual remedies to enforce their rights under the Notes. In particular, such actions will be subject to the Meeting of the Noteholders approving by way of Extraordinary Resolution such individual action or other remedy. No individual action or remedy can be taken or sought by a Noteholder to enforce his or her rights under the Notes before the Meeting of the Noteholders has approved such action or 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 Organisation of Noteholders will be binding on all Noteholders whether or not they are absent or dissenting and whether or not voting at the Meeting.

(h) A Written Resolution will take effect as if it were an Extraordinary Resolution passed at a Meeting of the Noteholders.

(i) Pursuant to the provisions of the Rules of the Organisation of the Noteholders, the Representative of the Noteholders can be removed by the Noteholders at any time, provided a successor Representative of the Noteholders is appointed and can resign at any time. Such successor to the Representative of the Noteholders shall be:

(i) a bank incorporated in any jurisdiction of the European Union or a bank incorporated in any other jurisdiction acting through an Italian branch or through a branch situated in a European Union country; or

(ii) a company or financial institution registered under article 107 of the Banking Act; or

(iii) any other entity permitted by specific provisions of Italian law applicable to the securitisation of monetary rights and/or by any regulations, instructions, guidelines and/or specific approvals issued by the competent Italian supervising authorities.

(j) The Rules of the Organisation of the Noteholders contain provisions governing, inter alia, the terms of appointment, indemnification and exoneration from responsibility (and relief from responsibility) of the Representative of the Noteholders (including provisions relieving it from taking action unless indemnified to its satisfaction and providing for the indemnification of the Representative of the Noteholders in certain other circumstances) and provisions which govern the termination of the appointment of the Representative of the Noteholders and amendments to the terms of such appointment. So long as the Class A Notes are listed on the Irish Stock Exchange, any change in the identity of the Representative of the Noteholders shall be notified to the Irish Stock Exchange.

(k) The Representative of the Noteholders shall not be deemed to be a person responsible for the collection, cash and payment services (soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento) for the purposes of Article 2(6) of the Securitisation Law and the relevant implementing regulations from time to time in force including, without limitation, the relevant guidelines of the Bank of Italy.

(l) In acting under the Cash Administration and Agency Agreement and in connection with the Notes, the Principal Paying Agent, the Computation Agent, the Irish Listing Agent, the Operating Bank, the Transaction Bank, the English Transaction Bank, the Italian Paying Agent and the Agent Bank act as agents solely of the Issuer and (to the extent provided therein) the Representative of the Noteholders and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

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(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 their Specified 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 vary or terminate the appointment of the Principal Paying Agent, the Computation Agent, the Irish Listing Agent, the Operating Bank, the Transaction Bank, the English Transaction Bank, the Italian Paying Agent and the Agent Bank and to appoint a successor principal paying agent, computation agent, Irish listing agent, operating bank, transaction bank, English transaction bank, Italian paying agent or agent bank and additional or successor paying agents at any time, in accordance with the terms of the Cash Administration and Agency Agreement and these 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 Stock Exchange.

Notice of any termination or appointment change in any of the Paying Agents, the Agent Bank, the Computation Agent and the Transaction Bank and of any changes in the Specified Offices shall promptly be given to the Noteholders by the Issuer in accordance with Condition 16 (Notices).

14. MODIFICATION AND WAIVER

(1) Modification

The Representative of the Noteholders may, without the consent of the Noteholders or any Other Issuer Creditors and subject to the Representative of the Noteholders giving prior written notice thereof to the Rating Agency, concur with the Issuer and any other relevant parties in making:

(i) any amendment or modification to these Conditions (other than in respect of a Basic Terms Modification (as defined in the Rules of the Organisation of Noteholders) or any of the Transaction Documents which, in the opinion of the Representative of the Noteholders, it may be economically reasonable to make and will not be materially prejudicial to the interests of the holders of the Most Senior Class of Notes; and

(ii) any amendment or modification to these Conditions or to any of the Transaction Documents, if, in the opinion of the Representative of the Noteholders, such amendment or modification is expedient to make, is of a formal, minor or technical nature, is made to correct a manifest error or an error which, in the opinion of the Representative of the Noteholders, is proven or is necessary or desirable for the purposes of clarification.

(2) Waiver

In addition, the Representative of the Noteholders may, without the consent of the Noteholders or any Other Issuer Creditor (other than those which are a party to the relevant Transaction Document) and subject to the Representative of the Noteholders giving prior written notice thereof to the Rating Agency, authorise or waive any proposed breach or breach of the Notes (including a Trigger Event) or of the Intercreditor Agreement or of any other Transaction Document, if, in the opinion of the Representative of the Noteholders, the interests of the holders of the Most Senior Class of Notes will not be materially prejudiced by such authorisation or waiver.

(3) Restriction on power of waiver

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The Representative of the Noteholders shall not exercise any powers conferred upon it by Condition 14(2) (Waiver) in contravention of any express direction by an Extraordinary Resolution (as defined in the Rules of the Organisation of Noteholders) or of a request in writing made by the holders of not less than 25 per cent in aggregate Principal Amount Outstanding of the Most Senior Class of Notes (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made) or so as to authorise 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 with Condition 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 make any payment, at any given time, under the Class A Notes or the Class B Notes shall be equal to the lesser of (i) the nominal amount of such payment which, but for the operation of this Condition 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, as applicable.

(2) Non-petition

Without prejudice to the right of the Representative of the Noteholders to enforce the Note Security or to exercise any of its other rights, and subject as set out in the Rules of the Organisation 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 in instituting against the Issuer, any reorganisation, liquidation, bankruptcy, insolvency or similar proceedings until one year plus one day has elapsed since the later of (A) the Cancellation Date and (B) the day on which any note issued by the Issuer (including the Notes) has been paid in full.

16. NOTICES

(1) Valid notices

So long as the Notes are held by Monte Titoli on behalf of the authorised financial intermediaries and/or their customers, notices to the Noteholders may be given through the systems of Monte Titoli. In addition, so long as the Class A Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, any notice regarding the Class A Notes to such Noteholders shall be deemed to have been duly given if published in a leading 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 general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner required in a newspaper as referred to above. Notices can also be published on the Irish Stock Exchange website (www.ise.ie).

(2) Other methods

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The Representative of the Noteholders may sanction some other method of giving notice to the Noteholders of the relevant Class if, in its opinion, such other method is reasonable having regard to market practices then prevailing and to the rules of the stock exchange on which the Notes of the relevant Class are listed and provided that notice of such other method is given to the Noteholders of the relevant Class in such manner as the Representative of the Noteholders shall require.

(3) Initial Specified Offices

The Specified Offices of the Operating Bank, the Principal Paying Agent, the Agent Bank, the Computation Agent, the Irish Listing Agent, the Transaction Bank and the Representative of the Noteholders are as follows:

(i) Operating Bank: Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A., at its offices at via Segantini, 5, I-38100 Trento, Italy;

(ii) Principal Paying Agent, Computation Agent, Agent Bank, English Transaction Bank and Cash Manager: Deutsche Bank AG, London Branch, at its offices at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom;

(iii) Transaction Bank and Italian Paying Agent: Deutsche Bank S.p.A., at its offices at Piazza del Calendario, 3, I-20121 Milan, Italy;

(iv) Irish Listing Agent: Deutsche Bank Luxembourg S.A., at its offices at 2 boulevard Konrad Adenauer L-1115 Luxembourg;

(v) Representative of the Noteholders: Deutche Trustee Company Limited, at its offices at Winchester House, 1 Great Winchester Street, EC2N 2DB London, United Kingdom; and

17. STATUTE OF LIMITATION

Claims against the Issuer for payments in respect of the Notes shall be void unless made within ten (10) years (in the case of principal) or five (5) years (in the case of interest) from the 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 Law Transaction Documents (save for certain provisions of the Cash Administration and Agency Agreement which are governed by English law) are governed by, and shall be construed in accordance with, Italian law. The English Law Transaction Documents are governed by, and shall be construed in accordance with, English law.

(b) Jurisdiction

(i) The Courts of Milan are to have exclusive jurisdiction to settle any disputes that may arise out of, or in connection with, the Notes, these Conditions, the Rules of the Organisation of Noteholders and (with the exception of certain disputes under the Warranty and Indemnity Agreement which are to be resolved through arbitration) the Italian Law Transaction Documents and, accordingly, any legal action or proceedings arising out of, or in connection with, any Notes, these Conditions, the Rules of the Organisation of Noteholders or any Italian Law Transaction Document may be

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brought in such courts. The Issuer has in each of the Italian Law Transaction Documents (other than the Warranty and Indemnity Agreement with regard to certain disputes) irrevocably submitted to the jurisdiction of such courts.

(ii) The Courts of England and Wales are to have jurisdiction to settle any disputes that may arise out of or in connection with the English Law Transaction Documents and, accordingly, any legal action or proceedings arising out of or in connection with any English Law Transaction Document may be brought in such courts. The Issuer has in each of the English Law Transaction Documents irrevocably submitted to the jurisdiction of such courts.

(c) Process agent

a. The Issuer has in the English Deed of Charge and Assignment, agreed, inter alia, at all times to maintain an agent for service of process in England. The Issuer appoints Law Debenture Corporate Services Limited, at its registered office for the time being, (being at the date hereof at Fifth Floor, 100 Wood Street, London EC2V 7EX), as such agent. Any writ, judgment or other notice of legal process issued out of the English Courts in respect of any English Law Transaction Document shall be sufficiently served on the Issuer if delivered to such agent at its address for the time being. The Issuer undertakes not to revoke the authority of the above agent, and if, for any reason, such agent no longer serves as process agent of the Issuer to receive service of process, the Issuer shall promptly appoint another such agent and advise the Representative of the Noteholders of the details of such new agent.

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SCHEDULERULES 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 shall remain in force and in effect until full repayment and cancellation of the Class A Notes and the Class B 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 32.

"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 payment of interest on the Notes;

3. a modification which would have the effect of reducing or cancelling the amount of principal payable in respect of a Class of Notes or the rate of interest applicable in respect of a Class of Notes;

4. a modification which would have the effect of altering the method of calculating the amount of 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 a specific resolution or the quorum required at any Meeting;

6. a modification which would have the effect of altering the currency of payment of the relevant Class of Notes or any alteration of the date of redemption or priority of payments of a Class of Notes;

7. a modification which would have the effect of altering the authorisation or consent by the Class A Noteholders, as pledgees, to applications of funds as provided for in the Transaction Documents;

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 Titoli Account 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:

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certifying that the Blocked Notes have been blocked in an account with a clearing system or the depository Monte Titoli Account Holders (under the Monte Titoli system in accordance with article 34 of CONSOB regulation No. 11768 of 23 December 1998, as amended), and will not be released until the conclusion of the Meeting;

(1) certifying that the holder of each Blocked Note or a duly authorised person on its behalf has instructed the Principal Paying Agent and Italian Paying Agent that the votes attributable to such Blocked Note are to be cast in a particular way on each resolution to be put to the Meeting and that, during the period of 48 hours before the time fixed for the Meeting, such instructions may not be amended or revoked;

(2) listing the total number of the Blocked Notes, distinguishing for each resolution between those in respect of which instructions have been given to vote for, or against, the resolution; and

(3) authorising a named individual or individuals to vote in respect of the Blocked Notes in accordance with such instructions.

"Business" means, in relation to any Meeting, the matters to be proposed to a vote of the Noteholders at 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 with Article 9 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 context may require.

"Extraordinary Resolution" means a resolution of the Meeting of the Relevant Class Noteholders in relation to the matters specified under Article 20 of these Rules, duly convened and held in accordance with the provisions of these Rules.

"Issuer" means Cassa Centrale Finance 3 S.r.l.

"Italian Paying Agent" means Deutsche Bank S.p.A. in its capacity as Italian paying agent pursuant to the Cash Administration and Agency Agreement and its permitted successors or assignees from time to time.

"Meeting" means the meeting of the Noteholders or a Class of Noteholders (whether originally convened 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 Noteholders respectively;

(b) in connection with a Meeting of Class B Noteholders, Class B Notes and Class B Noteholders respectively;

(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.

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"Person(s)" means any natural person, partnership, corporation, company, limited liability company, trust, estate, joint stock partnership, or company, joint venture, governmental entity, unincorporated organisation or other entity or association.

"Principal Paying Agent" means Deutsche Bank AG London in its capacity as principal paying agent pursuant to the Cash Administration and Agency Agreement and its permitted successors or assignees from time to time.

"Proxy" means, in relation to any Meeting, a person appointed to vote under a Blocked Voting Instruction.

"Relevant Class Noteholders" means the Class A Noteholders and/or the Class B Noteholders and/or the combination of the Class A Noteholders and the Class B Noteholders, as the context may require.

"Relevant Fraction" means:

I. for all Business other than voting on an Extraordinary Resolution: (a) in case of a meeting of a particular Class of Notes, one-twentieth of the Principal Amount Outstanding of that Class of Notes; or (b) in case of a joint meeting of more than one Class of Notes, one-twentieth of the Principal Amount Outstanding of all relevant Classes of Notes;

II. for voting on any Extraordinary Resolution other than one relating to a Basic Terms Modification: (a) in case of a meeting of a particular Class of Notes, two-thirds of the Principal Amount Outstanding of that Class of Notes; or (b) in case of a joint meeting of more than one Class of Notes, two-thirds of the Principal Amount Outstanding of all the relevant Classes of Notes; and

III. for voting on any Extraordinary Resolution relating to a Basic Terms Modification, which must be proposed separately to each Class of Noteholders, three-quarters of the Principal Amount Outstanding of the relevant Class of Notes;

provided, however, that, in the case of a Meeting which has resumed after adjournment for want of a quorum, it means:

(1) for all Business other than voting on an Extraordinary Resolution relating to a Basic Terms Modification: (a) in case of a meeting of a particular Class of Notes, more than one-third of the Principal Amount Outstanding of the relevant Class of Note; or (b) in case of a joint meeting of more than one Class of Notes, more than one-third of the Principal Amount Outstanding of all the relevant Classes of Notes; and

(2) for voting on any Extraordinary Resolution relating to a Basic Terms Modification, which must be proposed separately to each Class of Noteholders, more than 50 per cent of the Principal Amount Outstanding of the Notes of the relevant Class.

"Representative of the Noteholders" means Deutsche Trustee Company Limited, in its capacity as representative of the Noteholders, which expression shall include its successors and any further or other representative of the Noteholders appointed pursuant to the Notes Subscription Agreement and the 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-20121 Milan, Italy.

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"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 Titoli Account 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 the depository 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 the Blocked Notes.

"Written Resolution" means a resolution in writing signed by or on behalf of the Noteholders who for the time being are entitled to receive notice of a Meeting in accordance with the provisions of these Rules, whether contained in one document or several documents in the same form, each signed by 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 for business in both the places where the Meeting is to be held and in each of the places where the Italian Paying Agent has its Specified Office (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business 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 the Conditions.

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 the Noteholders 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 20 below, any resolution passed at a Meeting of the Relevant Class of Noteholders duly convened and held in accordance with these Rules shall be binding upon all the Noteholders of such 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 as aforesaid 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 resolution accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof,

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provided however that:

(a) no resolution of the Class B Noteholders shall be effective unless (A) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders (to the extent that the Class A Notes is outstanding) or (B) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by a resolution 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, at the 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 conclusion of 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 Terms Modification) 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 Class of 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 one Class of Notes but does not give rise to an actual or potential conflict of interest between the Noteholders of one such Class of Notes and the Noteholders of any other Class of Notes shall be transacted either at separate Meetings of the Noteholders of each such Class of Notes or at a single Meeting of Noteholders of all such Classes of Notes as the Representative of the Noteholders shall determine at its absolute discretion;

III. Business which in the opinion of the Representative of the Noteholders affects the Noteholders of more than one Class of Notes and gives rise to an actual or potential conflict of interest between the Noteholders of one such Class of Notes and the Noteholders of any other Class of Notes shall be transacted at separate Meetings of the Noteholders of each such Class of Notes;

in case of separate Meetings of the holders of each Class of Notes, these Rules shall be applied as if references to the Notes and the Noteholders are to the Notes of the relevant Class of Notes and to the holders of such Notes; and in the case of a joint meeting of the Noteholders of more than one Class of Notes, as if references to the Notes and the Noteholders are to the Notes of the relevant Classes of Notes 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 upon request in accordance with article 21 of the resolution of 22 February 2008 jointly issued by the Bank of Italy and CONSOB. Subject to the provision of the resolution of 22 February 2008 jointly issued by the Bank of Italy and CONSOB (as subsequently amended and integrated), a Voting Certificate shall be valid until the conclusion of the Meeting specified (if any) in the Voting Certificate, or any adjournment of such Meeting held prior to the expiration of the relevant Voting Certificate and none of the Monte Titoli Account Holders shall be allowed to release the relevant Notes before such date unless the Voting Certificate is first surrended to it. So long as a Voting Certificate is valid, the Noteholder or any Proxy named therein shall be deemed to be the holder of the relevant Notes to which it relates for all purposes in connection with the Meeting.

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Article 6 (Convening of Meeting)

The Issuer or the Representative of the Noteholders may convene a Meeting at any time, and the Issuer 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 in respect of which the Meeting is being convened. If the Issuer fails to take the necessary action to convene a Meeting when obliged to do so, the Meeting may be convened by the Representative of the Noteholders acting solely.

Whenever the Issuer is about to convene any such Meeting, it shall immediately give notice in writing to the Representative of the Noteholders of the day, time and place thereof and of the nature of the Business to be transacted thereat. Every such Meeting shall be held at such place as the Representative of the Noteholders may designate or approve, provided that it is in a EU Member State.

Article 7(Notice)

At least 21 day notice (excluding the day on which the notice is delivered and the day on which the Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the relevant Noteholders and the Principal Paying Agent (with a copy to the Issuer and to the Representative of the Noteholders), and published in accordance with Condition 13 (Notices) at least 15 days before the date of the Meeting. The notice shall set forth the full text of any resolutions to be proposed and that Voting 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 the relevant Meeting or (ii) Noteholders representing 100% of the Principal Amount Outstanding of the relevant Class request the Meeting.

Article 8(Chairman of the Meeting)

Any individual (who may, but need not, be a Noteholder) nominated in writing by the Representative of the Noteholders may take the chair at any Meeting but: (i) if no such nomination is made; (ii) if the individual nominated is not present within 15 minutes after the time fixed for the Meeting; or (iii) the Meeting 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 a Chairman.

The Chairman of an adjourned Meeting need not be the same person as the Chairman of the original Meeting.

The Chairman verifies that the Meeting is duly held, coordinates matters to be transacted at the Meeting 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 the Relevant Fraction of the aggregate Principal Amount Outstanding of the Notes of the relevant Class or Classes (in case of a joint Meeting).

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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 be adjourned for such period (which shall be not less than 14 days and not more than 42 days) and at such place as the Chairman determines; provided, however, that no Meeting may be adjourned more than once by resolution of Meeting that represents less than a Relevant Fraction applicable in the case of Meetings which have been resumed after adjournment. Notice shall be published in accordance with Condition 16 (Notices) of the relevant Class of Notes not more than eight days before the date of the meeting.

Article 11(Adjourned Meeting)

The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meeting from time to time and from place to place, provided that no Business shall be transacted at any adjourned Meeting except Business which might lawfully have been transacted at the Meeting from which the adjournment took place.

Article 12(Notice following adjournment)

Article 8 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 the Meeting is to be resumed) shall be given; and

(b) the notice shall specifically set forth the quorum requirements which will apply when the Meeting resumes.

It shall not be necessary to give notice of the resumption of a Meeting which has been adjourned for any 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;

(e) the legal counsel to the Issuer, the Representative of the Noteholders and the Italian Paying Agent; and

(f) such other person as may be resolved by the Meeting and as may be approved by the Representative of the Noteholders.

Article 14(Show of hands)

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A resolution is validly passes when the majority of votes cast by the Voters attending to the relevant Meeting 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's declaration 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 votes cast 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 the Noteholders or one or more Voters representing or holding not less than ten (10) Notes. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the Meeting for any other Business 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 a Proxy.

In the case of a voting tie the Chairman shall have a casting vote in addition to the votes (if any) to which 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 to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same manner.

Article 17(Vote by Proxies)

Any vote by a Proxy in accordance with the relevant Voting Certificate shall be valid even if such vote or any instruction pursuant to which it was given has been amended or revoked, provided that the Principal Paying Agent has not been notified in writing of such amendment or revocation not less than 24 hours before the time fixed for the Meeting. Unless revoked, any appointment of a Proxy under a Voting Certificate in relation to a Meeting shall remain in force in relation to any Meeting resumed following an adjournment, except for any appointment of a Proxy expiring prior to such adjournment in 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 20 below;

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(b) to approve any proposal by the Issuer for any modification, abrogation, variation or compromise of the rights of the Representative of the Noteholders or the Noteholders under any Transaction Document, the Notes or the Terms and any of the Conditions or any arrangement 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) as principal obligor under the Notes;

(d) to direct the Representative of the Noteholders to serve a Trigger Notice, as a consequence of a Trigger Event under Condition 10 (Trigger Events);

(e) to waive any breach or authorise any proposed breach by the Issuer of its obligations under or in respect of the Notes or any Transaction Documents or any act or omission which might otherwise constitute a Trigger Event under the Notes;

(f) to direct the Representative of the Noteholders to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Written Resolution;

(g) to exercise, enforce or dispose of any right and power on payment and application of funds deriving from any claims on which a pledge or other security interest is created in favour of the 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 only by 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 compromise of, or arrangement in respect of, the rights of the Representative of the noteholders or the Noteholders against the Issuer or against any of its property or against any other Person whether 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 the Notes or any Class of Notes for, or the conversion of the Notes or any Class into, or the cancellation 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 any other body corporate formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash;

(d) approval of any alteration of the provisions contained in these Rules, the Conditions, the Notes or any Class of Notes, the Intercreditor Agreement, the Cash Administration and Agency Agreement or any other Transaction Document which shall be proposed by the Issuer and/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 in respect of any act or omission for which the Representative of the Noteholders may be responsible under or in relation to these Rules, the Notes or any Class of Notes or any other Transaction Document;

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(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 Extraordinary Resolution;

(g) power to authorise and sanction the actions of the Representative of the Noteholders under these Rules, the Notes, the Conditions, the terms of the Intercreditor Agreement or any other Transaction Documents and in particular power to sanction the release of the Issuer by the Representative of the Noteholders; and

(h) following the service of a Trigger Notice, power to resolve on the sale of one or more receivable(s) comprised in the Portfolio(s),

provided that:

(A) no Extraordinary Resolution involving a Basic Terms Modification passed by the Relevant Class Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Noteholders of each of the other Classes of Notes (to the extent that the Notes of each such Class of Notes are then outstanding); and

no Extraordinary Resolution of:

(i) the Class B Noteholders shall be effective unless:

(A) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders; or

(B) (to the extent that the Representative of the Noteholders is not of that opinion) 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 of these Rules.

Article 21(Minutes)

Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed 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 enforce his/her rights under the Notes will be subject to the Meeting passing an Extraordinary Resolution

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authorising such individual action or other remedy. In this respect, the following provisions shall apply:

(a) the Noteholder intending to enforce his or her rights under the Notes will notify the Representative 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, of all 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 the same matter can be submitted again to a further Meeting after a reasonable period of time has elapsed); and

(d) if the Meeting does pass an Extraordinary Resolution authorising the individual enforcement or remedy, the Noteholder will be permitted to seek such individual enforcement or remedy in accordance 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 the Notes unless a Meeting has been held to resolve on such action or remedy and in accordance with the provisions of this Article 24.

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 Extraordinary Resolution of the holders of each Class of Notes in accordance with the provisions of this Article 25, save as in respect of the appointment of the first Representative of the Noteholders that will be Deutsche Trustee Company Limited.

Save for Deutsche Trustee Company Limited as first Representative of the Noteholders, the Representative of the Noteholders shall be:

1. a bank incorporated in any jurisdiction of the European Union or a bank incorporated in any other 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 of Italian law applicable to the securitisation of monetary rights and/or by any regulations, instructions, guidelines and/or specific approvals issued by the competent Italian supervising authorities.

The Representative of the Noteholders shall be appointed for an unlimited term and can be removed by 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 any reason whatsoever, the Representative of the Noteholders shall remain in office until acceptance of appointment by the substitute Representative of the Noteholders designated among the entities indicated in 1), 2) and 3) above; should said acceptance of appointment by the substitute Representative of the Noteholders not occur within 30 days after such termination, the terminated Representative of the Noteholders shall be entitled to appoint its own successor, provided that any

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such successor shall satisfy all the conditions set out above; and the powers and authority of Representative of the Noteholders whose appointment has been terminated shall be limited to those necessary for the performance of the essential functions which are required to be complied with in connection with the Notes.

The directors, auditors, employees of the Issuer and those who fall within the conditions indicated in Article 2382 and Article 2399 of the Italian Civil Code in respect of the Issuer cannot be appointed Representative of the Noteholders, and, if appointed, shall be automatically removed from the appointment.

As consideration to the Representative of the Noteholders for the obligations undertaken by the same as from the date hereof under these Rules and the Transaction Documents, the Issuer shall pay to the Representative of the Noteholders an annual fee, such fee being agreed in a separate side letter, plus VAT if applicable. The above fees and remuneration shall accrue from day to day and shall be payable in accordance with the Notes Subscription Agreement, the Intercreditor Agreement and the applicable Order of Priority up to (and including) the date when the Notes have been repaid in full or cancelled in accordance with the Conditions.

Article 25(Duties and Powers)

The Representative of the Noteholders is the legal representative of the Organisation of Noteholders subject to and in accordance with the Conditions, these Rules, the Intercreditor Agreement and the other Transaction Documents to which it is a party (together, the "Relevant Provisions").

Subject to the Relevant Provisions, the Representative of the Noteholders is responsible for implementing the decisions of the Meetings and for protecting the Noteholders' interests vis-a-vis the Issuer. The Representative of the Noteholders has the right to attend the Meetings. The Representative of the Noteholders may convene a Meeting to obtain instructions from the Relevant Class Noteholders on 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 its powers and authorities and of discretion vested in it shall be taken by duly authorised officer(s) for the time being of the Representative of the Noteholders.

The Representative of the Noteholders may also, whenever it considers to be expedient and in the interests of the Noteholders, whether by power of attorney or otherwise, delegate to any Person(s) all or any of the powers, authorities and discretion vested in it as aforesaid. Any such delegation may be made 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 the selection of the sub-agent, sub-contractor or representative which must fall within one of the categories set forth in Article 25 herein; and (b) the sub-agent, sub-contractor or representative shall undertake to perform the obligations of the Representative of the Noteholders in respect of which it has been appointed.

The Representative of the Noteholders shall not, other than in the normal course of its business, be bound to supervise the proceedings of any such delegate or sub delegate and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. The Representative of the Noteholders shall as soon as reasonably practicable give notice to the Issuer of the appointment of any delegate and the renewal, extension or termination of such appointment and shall make it a condition of any such delegation that any delegate shall also as soon as reasonably practicable give notice to the Issuer of any sub-delegate.

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The Representative of the Noteholders shall be authorised to represent the Organisation of Noteholders in judicial proceedings, including proceedings involving the Issuer in creditors'agreement (concordato preventivo), forced liquidation (fallimento) or compulsory administrative liquidation (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 calendar months' notice in writing to the Issuer without giving any reason therefore and without being responsible for any costs incurred as a result of such resignation. The resignation of the Representative of the Noteholders shall not become effective until a Meeting of each Class of Noteholders has appointed a new Representative of the Noteholders, provided that if a new Representative of the Noteholders has not been so appointed within 60 days after such notice of resignation, the resigning Representative of the Noteholders will be entitled to appoint its own successor, in the name and on behalf of the Issuer and convening a fee not higher than the fee that the resigning Representative of the Noteholders agreed with the Issuer, provided that any such successor shall satisfy with the conditions of Article 25 herein.

Article 27(Exoneration of the Representative of the Noteholders)

The Representative of the Noteholders shall not assume any other obligations in addition to those expressly 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:

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 become exercisable by the Representative of the Noteholders hereunder or under any of the other Transaction Documents has happened and, until it shall have actual knowledge or express notice to the contrary, the Representative of the Noteholders shall be entitled to assume that no Trigger Event has occurred;

II. under any obligation to monitor or supervise the observance and performance by the Issuer or any 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 actual knowledge or express notice to the contrary, it shall be entitled to assume that the Issuer and each party to any Transaction Document is observing and performing all such provisions and obligations;

III. under any obligation to give notice to any Person of the execution of these Rules or any of the Transaction 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 any other document or any obligation or rights created or purported to be created thereby or pursuant thereto;

V. responsible for or have any duty to make any investigation in respect of or in any way be liable whatsoever for: (i) the nature, status, creditworthiness or solvency of the Issuer or any other party to the Transaction Documents, (ii) the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations delivered or obtained or required to be delivered or obtained at any time in connection herewith or with any Transaction Document; (iii) the suitability, adequacy or sufficiency of any collection

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procedures operated by the Servicer or compliance therewith; (iv) the failure by the Issuer to obtain or comply with any license, consent or other authority in connection with the purchase or administration of the Portfolios; and (v) any accounts, books, records or files maintained by the Issuer, the Servicer and the Italian Paying Agent or any other Person in respect of the Portfolios;

VI. responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes 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 Agency or any 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 Noteholders contained herein or any other Transaction Document;

IX. bound or concerned to examine or enquire into or be liable for any defect or failure in the right or title of the Issuer to the Portfolios or any part thereof whether such defect or failure was known to the Representative of the Noteholders or might have been discovered upon examination or enquiry or whether capable of remedy or not;

X. liable for any failure, omission or defect in registering or filing or procuring registration or filing of or otherwise protecting or perfecting these Rules, the Notes or any Transaction Document;

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 Transaction Documents) 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 of Priority;

XIII. obliged to have regard to the consequences of any modification of these Rules, the Notes, the Conditions or any of the Transaction Documents for the Noteholders or any relevant Persons resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to, the jurisdiction of any particular territory;

XIV. under any obligation to disclose to any Noteholder, any Other Issuer Creditor or any other party any confidential, financial, price sensitive or other information made available to the Representative of the Noteholders by the Issuer or any other Person in connection with these Rules, the Notes or any other Transaction Document, and the Noteholders, the Other Issuer Creditors or any other party shall not be entitled to take any action to obtain from the Representative of the Noteholders any such information (unless and to the extent ordered so to do by a court of competent jurisdiction);

XV. liable for acting upon any resolution purporting to have been passed at any Meeting of the relevant 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 duly convened or constituted, such resolution was not duly passed or that the resolution was otherwise not valid or binding upon the Noteholders, in connection with matters in respect of which the Noteholders are entitled to direct the Representative of the Noteholders.

The Representative of the Noteholders, notwithstanding anything to the contrary contained in these Rules, may:

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I. without the consent of the Noteholders or any Other Issuer Creditors agree amendments or modifications (other than a Basic Terms Modification) to the Conditions, these Rules or to any of the Transaction Documents which, in the opinion of the Representative of the Noteholders, 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 such amendment or modification shall be binding on the Noteholders and, unless the Representative of the Noteholders otherwise agrees, the Issuer shall cause such amendment or modification 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 the Transaction Documents which, in the opinion of the Representative of the Noteholders, it may be proper to make, provided that the Representative of the Noteholders is of the opinion that such amendment or modification will not be materially prejudicial to the interests of the Class A Noteholders;

III. without the consent of the Noteholders or any Other Issuer Creditor, authorise or waive any proposed breach or any breach of the Notes (including a Trigger Event) or of the Intercreditor Agreement or any other Transaction Document if, in the opinion of the Representative of the Noteholders, the interests of the Class A Noteholders will not materially prejudices by such authorisation or waiver provided that the Representative of the Noteholders shall not exercise any of such powers in contravention of any express direction by an Extraordinary Resolution or so as to authorise or waive any proposed breach or breach relating to a Basic Terms Modification;

IV. act on the advice, certificate, opinion, or any information (whether or not addressed to the Representative of the Noteholders) obtained from any lawyer, accountant, banker, broker, credit or rating agency or other expert whether obtained by the Issuer, the Representative of the Noteholders or otherwise and shall not, in the absence gross negligence (colpa grave) or wilful misconduct (dolo) on the part of the Representative of the Noteholders, be responsible for any loss incurred by so acting. Any such advice, certificate, opinion or information may be sent or obtained by letter, telex, telegram, facsimile transmission, e-mail or cable and, in the absence of gross negligence (colpa grave) or wilful misconduct (dolo) on the part of the Representative of the Noteholders, the Representative of the Noteholders shall not be liable for acting on any advice, certificate, opinion or information contained in or purported to be conveyed by any such letter, telex, telegram, facsimile transmission, e-mail or cable notwithstanding 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 in charge of the administration of these Rules shall have actual knowledge or express notice to the contrary, a certificate duly signed by or on behalf of the sole director or the chairman of the board of directors of the Issuer, as the case may be, and the Representative of the Noteholders shall not be bound in any such case to call for further evidence or be responsible for 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 any right, 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 otherwise provided herein, and the Representative of the Noteholders shall not be responsible for any loss, 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 result of gross negligence (colpa grave) or wilful misconduct (dolo);

VII. leave in custody these Rules, the Transaction Documents and any other documents relating hereto in any part of the world with any bank, financial institution or company whose

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business includes undertaking the safe custody of documents or with any lawyer or firm of lawyers considered by the Representative of the Noteholders to be of good reputation, and the Representative of the Noteholders shall not be responsible for or required to insure against any loss incurred in connection with any such custody and may pay all sums required to be paid 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, a certificate or letter of confirmation certified as true and accurate and signed on behalf of any common depository as the Representative of the Noteholders considers appropriate, or any form of record made by any such depository to the effect that at any particular time or throughout any particular period, any particular Person is, was, or will be, shown in its records 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 of the Noteholders, and any such certificate or opinion shall be conclusive and binding upon the Issuer, the Noteholders, the Other Issuer Creditors and any other relevant Person and if the Representative of the Noteholders so certifies and serves a Trigger Notice pursuant to Condition 10, it shall, in the absence of gross negligence (colpa grave) or wilful misconduct (dolo) on its part, be fully indemnified by the Issuer against all fees, costs, expenses, liabilities, losses and charges which it may incur as a result;

X. determine whether or not a default in the performance by the Issuer of any obligation under the provisions of these Rules, the Notes or any other Transaction Documents is capable of remedy and, if the Representative of the Noteholders shall certify that any such default is, in its opinion, not capable of remedy, such certificate shall be conclusive and binding upon the Issuer, 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 reasonably believed by it to be genuine, of any party to the Intercreditor Agreement or any other of the Other Issuer Creditors or any Rating Agency in respect of every matter and circumstance for which a certificate is expressly provided for hereunder or any other Transaction Document or in respect of the rating of the Class A Notes and it shall not be bound in any such case to call for further evidence or be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be occasioned by its failing to do so;

(b) assume, for the purposes of exercising any power, authority, duty or discretion under or in relation hereto or to the Notes, the Conditions or any Transaction Documents that such exercise will not be materially prejudicial to the interests of the Noteholders if the Rating Agency have confirmed that the then current rating of the Class A Notes would not be adversely 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 connection with matters in respect of which the Representative of the Noteholders is entitled to exercise its discretion hereunder, in order to obtain from them instructions upon how the Representative of the Noteholders should exercise such discretion provided that nothingherein shall be construed so as to oblige the Representative of the Noteholders to convene such a Meeting. The Representative of the Noteholders shall not be obliged to take any action in respect of these Rules, the Notes, the Conditions or any Transaction Document unless it is indemnified 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,

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expenses and liabilities (provided that supporting documents are delivered) which it may incur 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 such conditions (if any) as the Representative of the Noteholders deems appropriate and notwithstanding anything to the contrary contained herein, in the Conditions or in other Transaction Document, such consent or approval may be given retrospectively.

No provision of these Rules, the Notes, the Conditions or any Transaction Documents shall require the Representative of the Noteholders to do anything which may be illegal or contrary to applicable law or regulations or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, and the Representative of the Noteholders may refrain from taking any action if it has reasonable grounds to believe that it will not be reimbursed for any amounts, or that it will not be indemnified against any loss 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 the Representative of the Noteholders for itself and on behalf of the Noteholders and the other Issuer Secured Creditors under the Note Security.

The Representative of the Noteholders, acting on behalf of the Issuer Secured Creditors, may:

(a) prior to the enforcement of the Note Security, appoint and entrust the Issuer to collect, in the Issuer Secured Creditors' interest and on their behalf, any amounts deriving from the Note Security and may instruct, jointly with the Issuer, the obligors whose obligations for part of the Note Security to make any payments to be made thereunder to an Account of the Issuer;

(b) acknowledge that the account(s) to which payments have been made in respect of the Note Security shall be deposit accounts for the purpose of Article 2803 of the Italian Civil Code and agrees that those account(s) shall be operated in compliance with the provisions of the Cash Administration and Agency Agreement and the Intercreditor Agreement;

(c) agree that all funds credited to the relevant Accounts from time to time shall be applied prior to the enforcement of the Note Security in accordance with the Cash Administration and Agency Agreement and the Intercreditor Agreement and that available funds standing to the credit of the Accounts (except the Transitory Collection and Recoveries Accounts, the Quota Capital Account and the Expenses Account) may be used for investments in Eligible Investments;

(d) agree that cash deriving from time to time from the Note Security and the amounts standing to the credit of the Accounts shall be applied prior to enforcement of the Note Security, in and towards satisfaction not only of amounts due to the Issuer Secured Creditors, but also of such amounts due and payable to the Other Issuer Creditors that rank pari passu with, or higher than, the Issuer Secured Creditors, according to the applicable Order of Priority and, to the extent 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 the Issuer Secured Creditors. The Issuer Secured Creditors have irrevocably waived any right which they may have hereunder in respect of cash deriving from time to time from the Notes Security and amounts standing to the credit of the Accounts which is not in accordance with the foregoing. The Representative of the Noteholders shall not be entitled to collect, withdraw or apply, or issue instructions for the collection, withdrawal or application of, cash deriving

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from time to time from the Note Security except in accordance with the foregoing and the Intercreditor Agreement.

Article 29(Indemnity)

It is hereby acknowledged that the Issuer has covenanted and undertaken under the Notes Subscription Agreement to reimburse, pay or discharge (on a full indemnity basis) on demand, to the extent 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 value added 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 its powers and performance of its duties under, and in any other manner in relation to, these Rules, the Notes, the Conditions or the Transaction Documents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid by the Representative of the Noteholders in connection with any action and/or legal proceedings brought or contemplated by the Representative of the Noteholders pursuant the Transaction Documents, or against the Issuer or any other Person for enforcing any obligations hereunder, the Notes or the Transaction Documents, except insofar as the same are incurred because of gross negligence (colpa grave) 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 to exercise its rights, the Representative of the Noteholders shall, pursuant to the Intercreditor Agreement, be entitled to exercise, in its capacity as legal representative of the Organisation of Noteholders and also in the interest and for the benefits of the Other Issuer Creditor, certain rights in relation to the Portfolios and to exercise, in the name and on behalf of the Issuer and as mandatario in rem propriam of the Issuer, all and any of the Issuer's Rights, including the right to give directions and instructions to the relevant parties to the Transaction Documents.

In connection with any proposed sale of one or more Claims comprised in the Portfolios, the Representative of the Noteholders may, but shall not be obliged to, convene a Meeting in accordance with 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.

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 shall be directly appointed by the Chamber of National and International Arbitration of Milan. The arbitration shall be conducted in accordance with the Rules of the Chamber of National and International Arbitration of Milan (Regole di Arbitrato Internazionale della Camera di Commercio Nazionale e Internazionale di Milano), which each of the Noteholders acknowledge to have read and to accept in their entirety.

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The arbitrators shall decide according to the laws of Italy and not ex aequo et bono. The seat of the arbitration shall be in Milan. The language of the arbitration will be English. Any disputes that cannot be 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 transactions described in this Prospectus and of which prospective Noteholders should be aware. It is not intended to be exhaustive and prospective Noteholders should also read the detailed information set out elsewhere in this Prospectus.

The Securitisation Law

The Securitisation Law was enacted on 30 April 1999 and was conceived to simplify the securitisation process and to facilitate the increased use of securitisation as a financing technique in the Republic of Italy. It applies to securitisation transactions involving the "true" sale (by way of non-gratuitous assignment) of receivables, where the sale is to a company created in accordance with article 3 of the Securitisation Law and all amounts paid by the assigned debtors are to be used by the relevant company exclusively to meet its obligations under notes issued to fund the purchase of such receivables and all costs and expenses associated with the securitisation transaction.

Ring-fencing of the assets

Under the terms of article 3 of the Securitisation Law, the assets relating to each securitisation transaction will, by operation of law, be segregated for all purposes from all other assets of the company which purchases the receivables. Prior to and on a winding-up of such a company such assets will be available only to holders of notes issued to finance the acquisition of the relevant receivables and to certain creditors claiming payment of debts incurred by the company in connection with the securitisation of the relevant assets. In addition, the assets relating to a particular transaction will not be available to the holders of notes issued to finance any other securitisation transaction or to general creditors of the issuer company.

The assignment

The assignment of the receivables under the Securitisation Law is governed by article 58, paragraphs 2, 3 and 4 of the Banking Act. The prevailing interpretation of this provision, which view has been strengthened by article 4 of the Securitisation Law, is that the assignment can be opposed against assigned debtors and third party creditors by way of publication in the Italian Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) and registration (iscrizione) with the competent companies' register, so avoiding the need for notification to be served on each assigned debtor.

As of the later of: (i) the date of publication of the notice of the assignment in the Italian Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) and (ii) the date of registration (iscrizione) of such notice in the competent companies' register, the assignment becomes enforceable against:

(a) the assigned debtors and any creditors of the relevant originator who have not, prior to the date of publication of the notice, commenced enforcement proceedings in respect of the relevant receivables;

(b) (i)the liquidator or any other bankruptcy officials of the assigned debtors (so that any payments made by an assigned debtor to the purchasing company may not be subject to any claw-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 coatta amministrativa) (the "Bankruptcy Law") and (ii) the liquidator of the originator (provided that the originator has not been subjected to insolvency proceeding prior to the date of

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publication of the notice of assignment in the Official Gazette and the registration of the assignment in the register of the companies where the assignee is enrolled); and

(c) other permitted assignees of the relevant originator who have not perfected their assignment prior to the date of publication. The benefit of any privilege, guarantee or security interest guaranteeing or securing repayment of the assigned receivables will automatically be transferred to, and perfected with the same priority in favour of, the issuer, without the need for any formality or annotation.

As from the later of: (i) the date of publication of the notice of the assignment in the Italian Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) and (ii) the date of registration (iscrizione) of such notice in the competent companies' register, no legal action may be brought against the receivables assigned or the sums derived therefrom other than for the purposes of enforcing the rights of the holders of the notes issued for the purpose of financing the acquisition of the 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 will be published in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana) and registered (iscritto) in the companies' register of Milan before the Issue Date.

Assignments executed under the Securitisation Law are subject to revocation on bankruptcy under article 67 of the Bankruptcy Law but only in the event that the assignment transaction is entered into within three months of the adjudication of bankruptcy of the relevant party or, in cases where paragraph 1 of article 67 applies, within six months of the adjudication of bankruptcy.

Recoveries under the Loans

Following default by a Borrower under a Loan, each Servicer will be required to take steps to recover the sums due under the Loan in accordance with its credit and collection policies and the Servicing Agreement. See "Description of the Servicing Agreement" and "The Credit and Collection Policies", above.

Each Servicer may take steps to recover the deficiency from the Borrower. Such steps could include an out-of-court settlement; however, legal proceedings may be taken against the Borrower if the relevant Servicer is of the view that the potential recovery would exceed the costs of the enforcement measures. In such event, due to the complexity of and the time involved in carrying out legal or insolvency proceedings against the Borrower and the possibility for challenges, defences and appeals by the Borrower, there can be no assurance that any such proceedings would result in the payment in full of outstanding amounts under the relevant Loan.

In the Republic of Italy, a lender which has received a judgment against a debtor in default may enforce the judgment through a forced sale of the debtor's (or guarantor's) goods (pignoramento mobiliare) or real estate assets (pignoramento immobiliare), if the lender has previously been granted a court order or injunction to pay amounts in respect of any outstanding debt or unperformed obligation.

Forced sale proceedings are directed against the debtor's properties following notification of an atto di precetto to the relevant debtor together with a titolo esecutivo, i.e. an instrument evidencing the nature of the claims and having certain characteristics.

The average length of time for a forced sale of a debtor's goods, from the court order or injunction of payment to the final sharing-out, is about three years. The average length of time for a forced sale of a debtor's real estate asset, from the court order or injunction of payment to the final sharing-out, is between six and seven years. In the medium-sized central and northern Italian cities it can be significantly less whereas in major cities or in southern Italy the duration of the procedure can

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significantly exceed the average.

However, it is to be noted that forced sale proceedings are currently subject to a wide review by the Italian government aimed, inter alia, at speeding up and simplifying such proceedings. In fact, law decree No. 35 of 14 March 2005 converted into law by law No. 80 of 14 May 2005 as amended, has, on the one hand, introduced certain changes in this respect which have entered into force starting from 1 March 2006 and, on the other hand, delegates the Italian Government to issue the relevant implementing decrees (decreti legislativi delegati).

Attachment of debtor's credits

Attachment proceedings may be commenced also on due and payable debts of a borrower (such as bank accounts, salary etc.) or on a borrower's moveable property which is located on a third party's premises.

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), a restructuring arrangements with creditors (accordi di ristrutturazione dei debiti) or a restructuring under a court-supervised administration (amministrazione controllata). Insolvency proceedings are only applicable to businesses (imprese) run either by companies or by individuals. An individual who is not a sole entrepreneur is not subject to insolvency. The procedure followed will depend on factors relating to the financial status of the debtor, the court and the creditors involved. In each 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 of its creditors) if it is not able to timely and duly fulfil its obligations. The debtor loses control over all its 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 the opinion of the curatore fallimentare, and the creditors' claims have been approved, the sale of the borrower's property is conducted in a manner similar to foreclosure proceedings or forced sale of goods, as the case may be. An insolvent creditor may avoid being declared bankrupt by proposing to its creditors a creditors' agreement.

Such proposal must be contained in a plan which may provide for: (i) the restructuring of debts and the satisfaction of creditors in any manner even through extraordinary transactions including the granting 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 companies involved 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' restructuring arrangements with creditors)", below.

In cases where a debtor is not insolvent but has difficulty in fulfilling its obligations, the supervised administration procedure is available to hold together and try to rescue its business, provided that there is concrete evidence that its financial condition can be improved. In this procedure, the management of the debtor's business and assets is subject to judicial supervision, and the payment of all debts of the debtor is delayed for a period not exceeding two years. The lender may receive a cash payment of the approved portion of its claim (which may be less than the total amount outstanding under the loan). This may, however, follow lengthy negotiations and finalisation of restructuring agreements. Due to the complexity of the insolvency proceedings, the time involved and the possibility 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 or that 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 no foreclosure proceedings or forced sale proceedings may be initiated. Moreover, all action taken and proceedings already initiated by creditors are automatically suspended.

Court-supervised administration (amministrazione controllata) has been repealed with effect from 16 July 2006, following the entering into force of some of the provisions of the recent reform of the Bankruptcy Law.

Mutui fondiari foreclosure proceedings

Foreclosure proceedings in respect of mutui fondiari and mutui agrari commenced after 1 January 1994 are currently regulated by article 38 (and following) of the Banking Act in which several exceptions to the rules applying to foreclosure proceedings in general are provided for. Please note that, according to article 44, paragraph 5 of the Banking Act, where a mutuo agrario is secured by a mortgage, the regulations of mutui fondiari applies. In particular, mortgages securing the loans are not capable of being challenged under actions for revocation pursuant to article 67 of the Bankruptcy Law if they were registered at least 10 days prior to the publication of the decision declaring the bankruptcy of the debtor, there is no requirement to serve a copy of the loan agreement directly on the Borrower, and the mortgage lender of mutui fondiari is entitled to commence or continue foreclosure proceedings after the debtor is declared insolvent or insolvency proceedings have been commenced.

Moreover, the custodian appointed to manage the mortgaged property in the interest of the fondiariomortgage lender pays directly to the same the revenues recovered on the mortgaged property (net of administration expenses and taxes). After the sale of the mortgaged property, the court orders the purchaser (or the assignee in the case of an assignment) to pay that part of the price corresponding to the mutui fondiari lender's debt directly to the same.

Pursuant to article 58 of the Banking Act, as amended by article 12 of legislative decree No. 342 of 4 August 1999, the Issuer will be entitled to benefit from such procedural advantages which apply in favour of a lender of a mutuo fondiario loan.

Concordato preventivo (Composition with creditors)

The debtor in a "financial distress" (i.e. he/she is facing financial distress which does not yet amount to insolvency) may file for concordato preventivo by submitting a plan for the composition with its creditors which may provide for:

(i) the restructuring of debts and the satisfaction of creditors in any manner even through assignments of debts, novations (accollo) or extraordinary transactions, including the issue of shares, quotas, bonds (also convertible into shares) or other financial instruments and securities;

(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 proposal admissible and opens the procedures, the concordato preventivo commences if approved by the majority of the creditors entitled to vote (or, in case of different classes of creditors, by the majority of the creditors within each class). The court may also approve the concordato preventivo

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(notwithstanding the circumstance that one or more classes denied their consent) if (i) the majority of classes has approved the concordato preventivo and (ii) the court deems that the interest of dissenting creditors would be adequately safeguarded through the concordato preventivo compared to other practicable solutions.

The procedure of the composition with creditors (concordato preventivo) will end with a decree which is to be issued by the competent court. If the court or the creditors reject the offer, the entrepreneur is automatically 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, introduced the new article 182-bis of the Bankruptcy Law which contemplates the possibility of entering into debts' restructuring arrangements with creditors.

Pursuant to new article 182-bis of the Bankruptcy Law, the debtor may file with the relevant court an agreement for the restructuring of debts with creditors representing at least 60 per cent. of the company's debts, together with an assessment made by an expert on the feasibility of the agreement and, 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 having settled the oppositions (if any), validate the agreement by issuing a decree, which may be appealed within 15 days.

Accounting treatment of the Claims

Pursuant to the Bank of Italy's regulations, the accounting information relating to the securitisation of the Claims will be contained in the Issuer's Nota Integrativa which, together with the balance sheet and the profit and loss statements, form part of the financial statements of Italian limited liability companies (società a responsabilità limitata). The position of the Bank of Italy in relation to the accounting treatment of società per la cartolarizzazione dei crediti was confirmed in its regulations issued on 14 February 2006.

Provincial Law 4/2003 of the Province of Trento relating to loan agreements qualified as mutui agrari

Provincial Law 4/2003 provides that the Province of Trento helps certain factory farms relating to loan agreements qualified as mutui agrari pursuant to article 43 of the Banking Act. The Province of Trento undertakes for the payment of a certain parts of instalments relating to the loan agreementsqualified as mutui agrari. Pursuant to article 4 of the Provincial Law, the limit of the budget of the facilitation of each factory farms shall not exceed Euro 1,000,000.00 in five years since the date of the first facilitation, and the limit shall not be exceeded by other facilitation granted for the same purpose by the Autonomus District of Trento or by other local government. The facilitation shall be paid directly to the factory farm or the same factory farm shall indicate to the Autnomous District of Trento the subject to whom shall pay the facilitation. During the facilitation, each factory farm can't alienate the assets on which the facilitation is granted or change their agricultural destination.

The Bersani Decree

Law decree No. 7 of 31 January 2007 (the "Bersani Decree"), as converted into law by Law No. 40 of 2 April 2007, provides that any provision imposing a prepayment penalty in case of early redemption of mortgage loans is void with respect to mortgage loan agreements entered into, with an individual as borrower, on or after 2 February 2007 (being the date on which the Bersani Decree came into force) for the purpose of purchasing or refurbishing real estate properties destined to residential

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purposes or to carry out the borrower's own professional and economic activity.

With respect to loan agreements entered into prior to the enactment of the Bersani Decree, article 7, paragraph 5, of the Bersani Decree, provided that the Italian banking association ("ABI") and the main national consumer associations were entitled to reach, within three months from 2 February 2007, an agreement regarding the equitable renegotiation of prepayment penalties with certain maximum limits calculated on the outstanding amount of the loans (the "Substitutive Prepayment Penalty"). The agreement was reached on 2 May 2007 between ABI and national consumer associations (the "Prepayment Penalty Agreement") and it contains the following main provisions: (i) with respect to variable rate loan agreements, the Substitutive Prepayment Penalty should not exceed 0.50% and should be further reduced to (a) 0.20% in case of early redemption of the loan carried out within the third year from the final maturity date and (b) zero, in case of early redemption of the loan carried out within two years from the final maturity date, (ii) with respect to fixed rate loan agreements entered into before 1 January 2001, the Substitutive Prepayment Penalty should not exceed 0.50%, and should be further reduced to: (a) 0.20%, in case of early redemption of the loan carried out within the third year from the final maturity date; and (b) zero, in case of early redemption of the loan carried out within two years from the final maturity date, (iii) with respect to fixed rate loan agreements entered into after 31 December 2000, the Substitutive Prepayment Penalty should be equal to: (a) 1.90% if the relevant early redemption is carried out in the first half of loan's agreed duration; (b) 1.50% if the relevant early redemption is carried out following the first half of loan's agreed duration, provided however that the Substitutive Prepayment Penalty should be further reduced to: (x) 0.20%, in case of early 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 already provide for a prepayment penalty in an amount which is compliant with the thresholds described above. In respect of such loans, the Clausola di Salvaguardia provides that: (1) if the relevant loan is either: (x) a variable rate loan agreement; or (y) a fixed rate loan agreement entered into before 1 January 2001 the amount of the relevant prepayment penalty shall be reduced by 0.20%; (2) if the relevant loan is a fixed rate loan agreement entered into after 31 December 2000, the amount of the relevant prepayment penalty shall be reduced by (x) 0.25% if the agreed amount of the prepayment penalty was equal or higher than 1.25%; or (y) 0.15%, if the agreed amount of the prepayment penalty was lower than 1.25%.

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

The Bersani Decree moreover includes other miscellaneous provisions relating to mortgage loans which include, inter alia, simplified procedures meant to allow a more prompt cancellation of mortgages securing loans granted by banks or financial intermediaries in the event of a documented repayment in full by the debtors of the amounts due under the loans. While such provisions do not impact on the monetary rights of the lenders under the loans (lenders retain the right to oppose the cancellation of a mortgage), the impact on the servicing procedures in relation to the applicable loan agreements cannot be entirely assessed at this time.

Suspension of mortgage instalments

Italian Law No. 244 of 24 December 2007, the Italian budget law for year 2008 (the "2008 Budget Law"), provides that borrowers of loans granted for the purchase of real estate property to be used as the borrower's main residence (abitazione principale) may request that payment of instalments thereunder be suspended for not more than two times and for a maximum overall period not exceeding eighteen months during the entire duration of the loan agreement. In this case the duration

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of the loan agreement and of the relating collateral security will be extended for a period equivalent to that of the suspension. Upon the expiry of such suspension, payment of the instalments shall re-commence in the same amounts and with the same frequency as originally provided in the loan agreement, save for any renegotiations of terms agreed between the parties.

The 2008 Budget Law also provided for the establishment of a fund (Fondo di solidarietà per i mutui per l'acquisto della prima casa) (the "Fund") created for the purpose of bearing certain costs deriving from the suspension of payments by the borrowers and refers to an implementing regulation to be issued the Ministry of the Economy and Finance (Ministro dell'economia e delle finanze) in conjunction with the Ministry of the Social Solidarity (Ministro della solidarietà sociale) for the determination of: (i) the requirements that the borrowers must comply with in order to have the right to the aforementioned suspension and the subsequent aid of the Fund; and (ii) the formalities and operating procedures of the Fund.

To date the relevant implementation rules has not yet issued and it is unclear as to when they will be issued.

MEF-ABI Rengotiation Convention

Italian law decree No. 93 of 27 May 2008, converted into law by Italian Law No. 126 of 24 July 2008 (the "Decree 93/2008") and the agreement (convenzione) issued on 19 June 2008 by the Italian Ministry of Economic and Finance ("MEF") and ABI pursuant to article 3 of Decree 93/2008 (the "MEF-ABI Renegotiation Convention"), aimed at reducing the periodic mortgage payments due to acceding lenders by the borrowers of floating interest mortgage loans undertaken to purchase, build and/or refurbish their, or their family, main residence by allowing them to renegotiate their loan to a lower fixed interest rate, and postpone the payment of the balance between the old and the new instalments and interest on amounts representing such balance.

Decree 93/2008 and the MEF-ABI Renegotiation Convention implementing thereto set out the minimum terms at which mortgage loans: (a) granted/held by qualifying entities having acceded to the convention; (b) with floating interest rate and variable instalments for the whole term of the loan; (c) granted in Italy prior to 29 May 2008; (d) for the purchase, building and/or refurbishment of main residence (abitazione principale i.e. dimora abituale) of the borrower or the spouse or the next to kin (parenti) within the third degree or the next to kin of the spouse (affini) within the second degree (including where the borrower is delinquent, provided that the loan agreement has not been terminated) can be renegotiated upon request of the borrowers (respectively, the "Eligible Loans" and the "Eligible Loan Agreement").

Below is an outline of the main terms set out by the MEF-ABI Renegotiation Convention for the renegotiation of Eligible Loan Agreements (the "Renegotiation"):

(i) the interest rate applicable to determine the instalments due after the effective date of the Renegotiation (on which please see below) (in any case starting from the instalments due not after the latest of 1 January 2009 and a date falling not after the third month following the date on which the debtor has exercised the option to renegotiate) will be reduced to an amount equal to the average rate of interest applicable in year 2006 under the terms of the relevant Eligible Loan Agreement or, in the case of Eligible Loan Agreements entered into, renegotiated or which debt has been assumed by a third party (accollati), also further to the fractioning of the debt into one or more portions (anche a seguito di frazionamento), after 31 December 2006, the interest rate applicable to determine the first instalment after such entering into, renegotiation or assumption of debt (accollo);

(ii) the negative or positive balance between the instalments calculated under the terms of the Eligible Loan Agreement before and after the Renegotiation, shall be debited or credited to a financing account (the "Additional Account") opened with the relevant lender in the name of

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the borrower. Interest shall accrue on amounts debited to such account at an yearly rate equal to the lower of (1) the fixed interest rate determined in the framework of the Renegotiation as set out in paragraph (i) above and (2) the sum of (x) the applicable 10 year IRS, and (y) a margin not higher than 50 bps (both interest rates as at the date of the Renegotiation) and shall be capitalised yearly;

(iii) any instalments due and unpaid before 29 May 2008 and any other amounts due and unpaid by the borrower as the date of the Renegotiation, shall be debited to the Additional Account;

(iv) as a result of the above: (a) in the event the floating interest rate applicable to the Eligible Loan Agreement prior to the Renegotiation remains higher than the new interest determined as set out in paragraph (i) above, further to repayment in full of the original principal due under the Eligible Loan Agreement the debtor shall continue to make payments (in accordance with a repayment plan determined by applying (x) the same payment dates, (y) an instalment amount equal to the instalments due under the mortgage loan after the Renegotiation, and (z) an interest rate equal to the interest rate applicable accruing on the Additional Account (determined as set out in paragraph (ii) below) or, if lower, the interest rate applicable to the mortgage loan at the date of redemption in full thereof (applied as a fixed interest rate) until the debt recorded on the Additional Account (including interest accrued and capitalised thereon) is paid in full; (b) in the opposite circumstances (i.e. those where the floating interest rate applicable to the Eligible Loan Agreement becomes and remains lower than the fixed interest rate determined in the framework of the Renegotiation as set out in paragraph (i) above), the resulting balance at credit to the debtor will be credited to the Additional Account until the debt registered thereon is paid in full (including interest accrued and capitalised thereon); further to repayment in full of the debt registered on the Additional Account, the interest rate applicable to the mortgage loan will revert to the, lower, floating interest rate applicable prior to the Renegotiation;

(v) no prepayment fee shall be due in the event of prepayment of any Eligible Loan also after the Renegotiation and of the debt recorded on the additional financing account;

(vi) the mortgage securing the original Eligible Loan shall continue to secure, without further formalities and (in the event the creditor of the mortgage loan and of the Additional Account are different) with effect from the date when the mortgage loan has been repaid in full, any debt recorded on the Additional Account (including interest accrued and to be accrued and capitalised and to be capitalised thereon) until repayment in full thereof at the same conditions;

(vii) the Renegotiations can derogate, if necessary, to the provisions of article 120, second paragraph, of the Consolidated Banking Act;

(viii) the Renegotiations are exempt from any tax or duty and no administrative costs (including banking fee) nor notary fee and costs (if any) connected with the Renegotiations, shall be charged to the relevant borrower.

The MEF-ABI Renegotiation Convention is open to accession by banks and financial intermediaries enrolled in the register held by the Bank of Italy pursuant to article 106 of the Consolidated Banking Act - including the assignees of the claims arising from Eligible Loan Agreement in the framework of a securitisation transaction (the "Qualifying Lenders").

The Qualifying Lenders can choose whether or not to accede the MEF-ABI Renegotiation Convention. Decree 93/2008 and the MEF-ABI Renegotiation Convention expressly set out the possibility for acceding Qualifying Lenders to offer economic renegotiation terms comparing favourably with those set out by the convention (any such favourable term would have to be applied to every Renegotiation carried out thereby), which was further set out by Decree 93/2008, as amended

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during its conversion into law. Any Qualifying Lender acceding to the convention is bound to grant all qualifying debtors an option to renegotiate in accordance with the MEF-ABI Renegotiation Convention.

The timeframe for renegotiations under the MEF-ABI Renegotiation Convention is the following:

(1) by 29 August 2008, Qualifying Lenders having acceded to the MEF-ABI Renegotiation Convention by sending qualifying borrowers a detailed notice setting out, inter alia,

(a) that they have an option to renegotiate the terms and conditions of the relevant Eligible Loan Agreement and the terms of such renegotiation,

(b) information in order to allow the borrower to evaluate the economic effects of the Renegotiation (including the amount of the resulting periodic payments and the revised term of the debt),

(c) the other renegotiation options available to the debtors (including renegotiations inside or outside the scope of the Bersani Decree), specifying that they can be used as an alternative to, or a combined measure with, the Renegotiations;

(2) qualifying debtors had to exercise the option to renegotiate their debt by three months since receipt of the above notice;

(3) the lowering of the instalments due to the Renegotiation has started no later than three months from the date of the communication of the debtor under point (3) above with regard to instalments due after 1 January 2009.

The MEF-ABI Renegotiation Convention sets out additional rules for the monitoring of its application.

Support provided under Italian Decree 185/2008 for residential mortgage loans

Lower mortgage instalments for 2009

As part of the various measures implemented to address the current financial crisis, the Italian Government has adopted Law Decree No. 185 of 29 November 2008, as converted, with amendments, into Law No. 2 of 28 January 2009 ("Decree 185/2008", known as the "Tremonti Decree"). This provides, among other things, measures aimed at supporting mortgage holders, including interest repayment facilities and the suspension of repayments.

Under article 2 of Decree 185/2008, the amount of the instalments to be paid during 2009 in relation to non-fixed rate mortgage loans agreement (i) for the purchase, construction and renovation of the main residence (abitazione principale) (with the exception of luxury flats, houses and villas); or (ii) that have been renegotiated under Decree 93/2008 and taken out (or assumed (accollati) also as a consequence of fractioning) by individuals until 31 October 2008, will be calculated with reference to an interest rate equal to the higher than (a) 4 per cent (without any applicable margin and any other costs relating thereto); and (b) the interest rate, including any applicable margin, provided under the mortgage loan agreement as of the date of its execution. This provision does not apply if, as a consequence of the application of the original contractual terms, the instalment due under a mortgage loan agreement is lower than that determined in accordance with the criteria set out under Decree 185/2008.

The difference between the amount of instalments that would have been due under the original contractual terms and that determined in accordance with the provisions of Decree 185/2008 is taken over by the Italian State ("è assunta a carico dello Stato").

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Through three ministerial circulars (circolari ministeriali) issued on 29 December 2008, 13 February 2009 and 30 April 2009, the MEF has, among other things, clarified that: (i) the contribution of the Italian state will be anticipated for by the lender banks, without any cost to borrowers, on the instalment's due date; (ii) the provisions of the Decree 185/2008 are also to apply to mortgage loans which are the object of securitisation transactions or covered bonds issuance under the Securitisation Law and, in this case, the contribution of the Italian state will be anticipated by the originator or by the servicer; and (iii) the contribution of the Italian state is also to apply to borrowers who are late with instalment repayments, provided that no acceleration (decadenza dal beneficio del termine) or termination of the mortgage loan has occurred.

Decree 185/2008 has been implemented by a Tax Authority ruling (Agenzia delle Entrate) issued on 4 March 2009, that contains provisions to identify borrowers who are entitled to benefit from this State contribution and sets out the modalities for its payment. In particular, it is provided that the Italian State will reimburse the relevant lending bank the contribution anticipated by it to the borrower by giving it a tax credit (credito d'imposta), that may only be set-off against a debt towards the State.

Article 12 of the Decree 185/2008, as implemented by a MEF decree on 25 February 2009, enables Italian banks, or holding companies of an Italian banking group, whose shares are negotiated in regulated markets, to issue financial instruments to be underwritten by the MEF to help towards their recapitalisation. This support is in exchange for, among other things, the commitment of the banks to increase their lending facilities for enterprises and maintain their support for mortgage borrowers.

The terms and conditions of each bank's commitment will be determined in a memorandum of intent (protocollo di intenti) to be entered into by each issuing bank and the MEF, on the basis of the provisions set out in the framework agreement executed between MEF and ABI on 25 March 2009. In particular, this framework agreement has clarified that a bank's commitment includes suspension of payment - for at least twelve months and without any additional charges - of the instalments due under a mortgage loan agreement entered into for the purchase of the main residence (abitazione principale), if the borrower, or a cohabitant member of the family, as of the date of the execution of the memorandum of intent referred to above, receives income support benefits due to the suspension of his or her employment, or has lost his or her employment or falls within certain disadvantaged borrower categories provided for under article 19, paragraph 2, of the Decree 185/2008. The suspension of payment will be automatically terminated if the borrower is reinstated to his or her place of work, or finds new employment.

Law Decree 39/2009 providing urgent measures for the Abruzzo Region

On 6 April 2009 the Abruzzo Region was affected by an earthquake, as a consequence of which certain municipalities of the Region were largely damaged. With the view of providing urgent measures in favour of (a) individuals having their place of residence, (b) enterprises carrying out their activities and (c) the entities having their seat in the territories indicated by the decree issued by the executive commissioner on 16 April 2009 (collectively, the "Affected Municipalities"), the Italian Government has adopted the Law Decree 28 April 2009, No. 39, as converted into law by Law 24 June 2009, No. 77 (the "Abruzzo Decree").

The Abruzzo Decree sets out, inter alia: (i) under article 3, paragraph 1bis, the take over (subentro) of the Italian State, upon request of the relevant non defaulted debtor, in the relevant indebtedness deriving from loans, already in place as of 6 April 2009, secured by mortgages over main residence (abitazione principale) destroyed by the earthquake, and (b) the assignment to Fintecna S.p.A. (a company entirely owned by the Italian State) or to a company controlled by Fintecna S.p.A., as indicated by the latter, of the property rights over such real estate assets. Such provision - as well as all other provisions set out by article 3 of the Abruzzo Decree, with the exception of the indemnities in favour of enterprises damaged by the earthquake - may apply also in relation to assets located outside the Affected Municipalities in the presence of a direct causal relationship (nesso di causalità diretto) between the damage and the earthquake, ascertained by a sworn expert evidence (perizia giurata); and (ii) under article 6, the suspension of payments of the instalments due under financing of any kind

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granted by banks and financial intermediaries.

Convention between the Province of Treviso, the banks adhering to the initiative Prima Casa,

On the 23rd of December 2008, the Province of Treviso and the banks adhering to the initiative Prima Casa, signed a convention about the temporary suspension of the instalments of the loan agreements in favour of the citizens of the Province of Treviso (the "Convention of the Province of Treviso") with financial difficulties.

The Convention provides, inter alia, the possibility of a 12 (twelve) months suspension for the instalments of the mortgage loan's instalments (the "Suspension") arinsing from loan agreements for the purchase of the first abitation (prima casa).

The citizens who wants to take advantage of the Convention of the Province of Treviso, have to demonstrate to be in financial difficulties for one of the reasons and have an annual income less than Euro 25,000.

The expiration date of the Convention of the Province of Treviso is 31 December 2009.

ABI's Families Plan

On the 21st of October 2009 the Executive Committee of ABI approved the Families Plan about the temporary suspension of the instalments of the loan agreements in favour of families with financial difficulties.

The Plan provides, inter alia, the possibility of a 12 (twelve) months suspension for the instalments of the loans agreements signed by families with financial difficulties caused by:

(i) labour lost;

(ii) closing down of an autonomous working activity;

(iii) death of one of the family's components;

(iv) one of the familiy's components is a worker on ordinary or extraordinary redundancy payment (Cassa Integrazione Guadagni Ordinaria o Straordinaria).

The Families Plan will be executive since January 2010.

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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 tax considerations concerning the subscription, purchase, ownership and disposition of the Rated Notes. It does not purport to be a complete analysis of all tax considerations that may be relevant to your decision to subscribe, purchase, own or dispose of the Notes and does not purport to deal with the tax consequences applicable to all categories of prospective beneficial owners of the Notes, some of which may be subject to special rules. The following summary does not discuss the treatment of the Notes that are held in connection with a permanent establishment or fixed base through which a non Italian resident beneficial 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 Prospectuswhich are however subject to a potential retroactive change. Prospective noteholders should consult their tax advisers as to the consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts 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 Italian or other jurisdictions tax consequences of the subscription, purchase, ownership and disposition of the Notes, including the effect of Italian or other jurisdictions' tax rules on residence of individuals and entities.

INCOME TAX

Under the current legislation, pursuant to the combined provision of Article 6, paragraph 1 of Law 130 and Article 2 of Legislative Decree No. 239 of 1 April 1996, as amended and restated ("Law 239"), payments of interest and other proceeds in respect of the Notes:

(a) will be subject to imposta sostitutiva at the rate of 12.5 per cent in the Republic of Italy levied as final tax if made to beneficial owners who are: (i) individuals resident in the Republic of Italy for tax purposes; (ii) Italian resident non-commercial partnerships; (iii) Italian resident public and private entities, other than companies, not carrying out commercial activities as their exclusive or principal purpose (including the Italian State and public entities); (iv) Italian resident entities exempt from corporate income tax.

Payments of interest and other proceeds in respect of the Notes will not be included in the general taxable base subject to progressive tax rates of the above mentioned individuals, partnerships and entities.

The 12.5 per cent imposta sostitutiva will be levied by the Italian resident qualified financial intermediaries that will intervene, in any way, in the collection of interest and other proceeds on the Rated Notes or in the transfer of the Rated Notes;

(b) will be subject to imposta sostitutiva at the rate of 12.5 per cent in the Republic of Italy levied as provisional tax if made to beneficial owners who are: (i) individuals resident in the Republic of Italy for tax purposes; (ii) Italian resident non-commercial partnerships; (iii) Italian resident public and private entities, other than companies; any of them engaged in an entrepreneurial activity – to the extent permitted by law - to which the Rated Notes are connected;

(c) will not be subject to the imposta sostitutiva at the rate of 12.5 per cent if made to beneficial owners who are: (i) Italian resident corporations, commercial partnerships or permanent

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establishments in Italy of non resident corporations to which the Rated Notes are effectively connected; (ii) Italian resident collective investment funds, SICAVs, Italian resident pension funds referred to in Legislative Decree No. 124 of 21 April 1993, as further substituted by Legislative Decree no. 252 of 5 December 2005, and Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of February 24, 1998 and Article 14-bis of law No. 86 of January 25, 1994. The taxation of Italian resident collective investment funds and SICAVs is currently under review. The proposed regime is based on incomes being taxed at the time they are realized by the investors and no longer on the year-end management result. The reform has not been yet finalized and the Italian governement has not indicated a deadline; (iii) Italian resident individuals who have entrusted the management of their financial assets, including the Rated Notes, to an Italian authorised financial intermediary and have opted for the so-called risparmio gestito regime according to Article 7 of Legislative Decree No. 461 of 21 November 1997 - the "Asset Management Option" and (iv) non Italian resident with no permanent establishment in Italy to which the Rated Notes are effectively connected, provided that:

(a) they are (i) resident of a country which allows an adequate exchange of information with Italy, which are those countries listed in a ministerial decree to be issued under article 168-bis of Presidential Decree No. 917 of December 22, 1986 and, until the year of enactment of the new decree, in the ministerial decree of 4 September 1996, as amended from 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 with an international treaty executed by Italy, or (iii) central banks of foreign countries, or other entities also managing the official reserves of such countries;

(b) the Rated Notes are deposited directly or indirectly: (i) with a bank or an Italian securities dealing firm ("SIM") resident in Italy; (ii) with the Italian permanent establishment of a non-resident bank or brokerage company which is electronically connected with the Italian Ministry of Economy and Finance; or (iii) with a non-resident entity or company which has an account with a centralised clearance and settlement system which has a direct relationship with the Italian Ministry of Economy and Finance;

(c) as for recipients characterizing under category (a)(i) above, the banks or brokers mentioned in (b) above receive a self-declaration from the beneficial owner of the interest 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 Economy and Finance (approved with Decree of the Ministry of Economy and Finance 12 December 2001, published on the Ordinary Supplement No. 287 to the Official Journal No. 301 of 29 December 2001) and its further amendments and is valid until revoked by the 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 the same or different purposes; in the case of institutional investors not subject to tax, the institutional investor shall be regarded as the beneficial owner and the relevant self-declaration shall be produced by either the legal representative or the management company; and

(d) the banks or brokers mentioned in (b) and (c) above receive all necessary information to identify the non-resident beneficial owner of the deposited Rated Notes, and all necessary information in order to determine the amount of interest that such beneficial owner is entitled to receive.

Non-resident holders are subject to the 12.5 per cent. tax (imposta sostitutiva) on interest and other proceeds on Rated Notes if any or all of the above conditions (a), (b), (c) and (d) are not satisfied. In

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this case, imposta sostitutiva may be reduced under double taxation treaties, where applicable.

Italian resident individuals holding Rated Notes not in connection with an entrepreneurial activity who have opted for the Asset Management Option are subject to a 12.5 per cent annual substitute tax (the "Asset Management Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Rated Notes). The Asset Management Tax is applied on behalf of the taxpayer by the managing authorised intermediary.

Interest and other proceeds accrued on the Rated Notes held by Italian resident corporations, commercial partnerships, individual entrepreneurs as well as Italian resident public and private entities, other than companies, holding Rated Notes in connection with entrepreneurial activities or permanent establishments in Italy of non-resident corporations to which the Rated Notes are effectively connected, are included in the taxable base for the purposes of: (i) corporate income tax (imposta sul reddito delle società, "IRES") at 27,5 per cent; or (ii) individual income tax (imposta sul reddito delle persone fisiche, "IRPEF"), at progressive rates, plus local surtaxes, if applicable; under certain circumstances, such interest is included in the taxable basis of the regional tax on productive activities (imposta regionale sulle attività produttive, "IRAP"), at a rate of 3,9 per cent. (regions may vary the rate up, to 0,92 per cent).

Italian resident collective investment funds and SICAVs are subject to a 12.5 per cent annual substitute tax (the "Collective Investment Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Rated Notes) (see letter c) above with regards to the reform of Italian resident collective investment funds and SICAVs taxation).

Starting from 1 January 2001, Italian resident pension funds are subject to an 11 per cent annual substitute tax (the "Pension Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year.

The tax regime of interest in respect of the Rated Notes received by real estate funds depends on the funds status and the applicable legislation. Under the regime provided by Law Decree No. 351 of September 25, 2001 converted into law with amendments by Law No. 410 of November 23, 2001, payments of interest in respect of the Notes made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of February 24, 1998 and Article 14-bis of Law No. 86 of January 1, 1994, are not subject to the 12.5 per cent substitute tax. Interests in respect of the Rated Notes received by real estate funds may contribute to determine the fund net asset value, which is taxed, in certain cases, with an imposta patrimoniale of 1 per cent.

Any positive difference between the nominal redeemable amount of the Rated Notes and their issue price 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 taxpayers not engaged in entrepreneurial activities.

According to Article 26, paragraph 1 of Presidential Decree No. 600 of September 29, 1973, in the event that the Rated Notes are redeemed in full or in part prior to the end of the Initial Period, the Issuer may be required to pay an additional amount equal to twenty per cent. (20%) of interest and other proceeds accrued on the Rated Notes up to the time of the early redemption.

CAPITAL GAINS

Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gain realised upon the sale for consideration or redemption of Rated Notes would be treated for the purpose of corporate income tax and of individual income tax as part of the taxable business income of Noteholders (and, in certain cases, depending on the status of the Noteholders, may also be included in the taxable basis of IRAP),

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and therefore subject to tax in Italy according to the 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 Rated Notes are effectively connected; or

(d) Italian resident individuals carrying out a commercial activity, as to any capital gains realised within the scope of their commercial activity.

Any capital gain realised by Italian resident individuals holding Rated Notes not in connection with an entrepreneurial activity and by certain other persons upon the sale for consideration or redemption of the Rated Notes would be subject to an imposta sostitutiva currently at the rate of 12.5 per cent. Under the tax declaration regime, which is the standard regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity, imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised by Italian resident individual noteholders holding Rated Notes not in connection with an entrepreneurial activity pursuant to all disposals on Rated Notes carried out during any given fiscal year. These individuals must report the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax declaration to be filed with the Italian tax authorities for such year and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.

As an alternative to the tax declaration regime, Italian resident individual noteholders holding Rated Notes 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 Rated Notes (the "Risparmio Amministrato" regime). Such separate taxation of capital gains is permitted subject to: (i) the Rated Notes being deposited with Italian banks, società di intermediazione mobiliare (SIM) or certain authorised financial intermediaries; and (ii) an express election for the Risparmio Amministrato regime being timely made in writing by the relevant Noteholder. The financial intermediary, on the basis of the information provided by the taxpayer, accounts for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Rated Notes (as well as in respect of capital gains realised at revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian fiscal authorities on behalf of the taxpayer, deducting a corresponding amount from proceeds to be credited to the Noteholder. Under the Risparmio Amministrato regime, where a sale or redemption of Rated Notes results in a capital loss, such loss may be deducted from capital gains subsequently realised in the same tax year or in the following tax years up to the fourth. Under the Risparmio Amministrato regime, the Noteholder is not required to report capital gains in its annual tax declaration.

Any capital gains realised by Italian resident individuals holding Rated Notes not in connection with an entrepreneurial activity who have elected for the Asset Management Option will be included in the computation of the annual increase in net value of the managed assets accrued, even if not realised, at year end, subject to the Asset Management Tax to be applied on behalf of the taxpayer by the managing authorised intermediary. Under the Asset Management Option, any depreciation of the managed assets accrued at year end may be carried forward against an increase in the net value of the managed 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 Noteholders who are Italian resident collective investment funds and SICAVs will be included in the computation of the taxable basis of the Collective Investment Fund

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Tax (see par. "Income Tax" letter c) above with regards to the reform of Italian resident collective investment funds and SICAVs taxation).

Any capital gains realised by Noteholders who are Italian resident pension funds will be included in the computation of the taxable basis of Pension Fund Tax.

The tax regime of capital gains in respect of the Rated Notes received by real estate funds depends on the funds status and the applicable legislation. Capital gains realized by Italian real estate funds set up after 26 September 2001 on the disposal of the Notes may contribute to determine the fund net asset value, which is taxed, in certain cases, with an imposta patrimoniale of 1 per cent.

The 12.5 per cent. imposta sostitutiva may in certain circumstances be payable on capital gains realised upon sale for consideration or redemption of Rated Notes by non Italian resident persons or entities without a permanent establishment in Italy to which the Rated Notes are effectively connected, if the Rated Notes are held in Italy.

However, pursuant to Article 23 of Presidential Decree of 22 December 1986, No. 917, any capital gains realised, by non-Italian residents without a permanent establishment in Italy to which the Rated Notes are effectively connected, through the sale for consideration or redemption of Rated Notes are exempt from taxation in Italy to the extent that the Rated Notes are listed on a regulated market in Italy or abroad and in certain cases subject to filing of required documentation even if the Rated Notes are held in Italy. The exemption applies provided that the non Italian investor promptly files with the authorized financial intermediary an appropriate self declaration stating that the investor is not resident in Italy for tax purposes.

In case the Rated Notes are not listed on a regulated market in Italy or abroad:

(1) non Italian resident beneficial owners of the Rated Notes with no permanent establishment in Italy to which the Rated Notes are effectively connected are exempt from imposta sostitutiva in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of the Rated Notes if they are resident, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information (see Article 5, paragraph 5 letter a) of Italian Legislative Decree No. 461 of 21 November 1997); in this case, if non Italian residents without a permanent establishment in Italy to which the Rated Notes are effectively connected have opted for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian capital gains tax will apply upon condition that they promptly file with the authorised financial intermediary an appropriate self-declaration stating that they meet the requirements indicated above; and

(2) in any event, non Italian resident persons or entities without a permanent establishment in Italy to which the Rated Notes are effectively connected that may benefit from a double taxation treaty with the Republic of Italy, providing that capital gains realised upon the sale or redemption of the Rated Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to imposta sostitutiva in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of Rated Notes; in this case, if non Italian residents without a permanent establishment in Italy to which the Rated Notes are effectively connected have opted for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian capital gains tax will apply upon the condition that they promptly file 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 the non Italian residents.

ANTI-ABUSE PROVISIONS AND GENERAL ABUSE OF LAW DOCTRINE

As recently confirmed by the Italian Supreme Court (Corte di Cassazione), amongst all, in sentence

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No. 30055 of 23 December 2008, the Italian general antiabuse provision of Article 37-bis of Presidential Decree No. 600 of 29 September 1973, the European Court of Justice doctrine of the "abuse of law" (also referred to as "abuse of rights") and previous Supreme Court case law on the voidance of contracts simulated or entered into for a cause contrary to the law can be used, jointly or alternatively, by the Italian Tax Authority to deny the Italian tax benefits or preferential regime possibly associated with the adoption of a given contractual or transactional structure, subject to the demonstration that such contract or transaction has been implemented essentially for the purpose of obtaining the associated Italian tax benefit or preferential regime. Consequently, it is not possible to exclude, if the parties involved are not able to demonstrate that this securitisation transaction has been implemented not essentially for the purpose of obtaining a tax saving or reduction and that there are alternative or concurring financial motivation that are not of a merely marginal or theoretival character, than the tax regime of the securitisation as herein outlined is disallowed by the Italian Tax Authority, thereby possibly causing, amongst other, the recharacterisation of the Notes as shares-like securities or in any case securities not having the legal nature of a bond.

INHERITANCE AND GIFT TAXES

Italian inheritance and gift taxes were first abolished by Law No. 383 of 18 October, 2001 in respect of gifts made or succession proceedings started after 25 October, 2001 and then reintroduced by Law Decree No. 262 of 3 October 2006, converted with amendments into Law No. 286 of 24 November 2006, entered in force on 29 November 2006 and further modified by Law No. 296 of 27 December 2006, effective as of 1 January 2007.

Further to the above law amendments, the transfer by inheritance of the Notes is currently 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 Notes transferred to each beneficiary exceeding Euro 1,000,000 is subject to a 4 per cent. rate;

(ii) when the beneficiary is a brother or a sister, the value of the Notes exceeding Euro 100,000 for each 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 and collateral lineage within the third degree, the value of the Notes transferred to each beneficiary is 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 per cent. rate.

The transfer of the Notes by donation is subject to gift tax at the same rates as in case of inheritance.

EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On 3 June 2003, the European Council of Economics and Finance Ministers adopted the directive 2003/48/EC on the taxation of savings income (the "Directive on Taxation of Savings") under which Member States are required starting from 1 July 2005, to provide to the tax authorities of another Member State the details of payments of interest (or similar income) paid by a person within its jurisdiction, qualifying as paying agent under such directive, to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg, Austria and five European "Third Countries" (Switzerland, Andorra, Liechtenstein, Monaco and San Marino) and certain Member States' relevant dependent or associated territories (the Channel Islands, the Isle of Man and the dependent or associated territories in the Caribbean) will instead be required (unless during that 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 other agreements relating to information exchange with certain "Third Countries"). Belgium, Luxembourg or Austria may

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however elect to introduce automatic exchange of information during the transitional period, in which case they will no longer apply the withholding tax.

The Directive on Taxation of Savings was implemented in Italy by Legislative Decree No. 84 of 18 April 2005 ("Decree 84"). Pursuant to Decree 84 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 resident in Italy for tax purposes paying interest for professional or commercial reasons) are required to report to the Italian tax authorities details of interest payments made from 1 July 2005 to individuals which qualify as beneficial owners thereof and are resident for tax purposes in another EU Member State. Such information must be transmitted by the Italian tax authorities to the competent authorities of the State of residence of the beneficial owner of the interest payment by 30 June of the fiscal year following the fiscal year in which said interest payment is made.

Prospective investors resident in a Member State of the European Union should consult their own legal or tax advisers regarding the consequences of the above mentioned directive in their particular circumstances.

TAX MONITORING

Pursuant to Law Decree No. 167 of 28 June, 1990, converted by Law No. 227 of 4 August, 1990, as amended, individuals resident in Italy who, at the end of the fiscal year, hold investments abroad or have financial activities abroad must, in certain circumstances, disclose the aforesaid and related transactions to the Italian tax authorities in their income tax return (or, in case the income tax return is not due, in a proper form that must be filed within the same time as prescribed for the income tax return). Such obligation is not provided if, inter alia, each of the overall value of the foreign investments or financial activities held at the end of the fiscal year, and the overall value of the related transfers carried out during the relevant fiscal year, does not exceed Euro 10,000.

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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 the Issuer for the Notes at the issue price of 100% of their principal amount and shall appoint the Representative 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 terminated in 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, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of this prospectus, an offer or sale of the Notes within the United States by a dealer (whether or not participating in this prospectus) may violate the registration requirements of the Securities Act.

Republic of Italy

Each of the Issuer and the Originator under the Notes Subscription Agreement, has acknowledged that no action has or will be taken by it, its affiliates or any other person acting on its behalf which would allow an offering (or an "offerta al pubblico di prodotti finanziari") of the Notes to the public in the Republic of Italy unless in compliance with the relevant Italian securities, tax and other applicable laws and regulations. Individual sales of the Notes to any Persons in the Republic of Italy may only be made in accordance with Italian securities, tax and other applicable laws and regulations.

Each of the Issuer and the Originator under the Notes Subscription Agreement, has acknowledged that no application has been made by it to obtain an authorisation from CONSOB for the public offering of the Notes in the Republic of Italy.

Accordingly, each of the Issuer and the Originator, 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 and has not made and will not make available in the Republic of Italy the Notes, this Offering nor any other offering material relating to Notes other than to professional investors ("investitori qualificati"), as defined on the basis of the Directive 2003/71/EC (Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading), pursuant to article 100, paragraph 1, letter (a), of Italian legislativedecree No. 58 of 24 February 1998 (the "Consolidated Financial Act") or in other circumstances where an express exemption from compliance with the restrictions to the offerings to the public applies, as provided under the Consolidated Financial Act or CONSOB regulation No. 11971/1999, and in accordance with applicable Italian laws and regulations. In any case the Class B Notes may not be offered to individuals or entities not being professional investors in accordance with the Securitisation Law. Additionally the Class B Notes may not be offered to any investor qualifying as "cliente al dettaglio" pursuant to CONSOB regulation n.16190/2007.

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 accordance

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with Legislative Decree No. 385 of 1 September 1993, as amended, Decree No. 58, CONSOB Regulation No. 16190 of 31 October 2007 and any other applicable laws and regulations and incompliance with any other applicable notification requirement or limitation which may be imposed 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 the Consolidated Financial Act requires to comply also on the secondary market with the public offering rules and disclosure requirements set forth under the Consolidated Financial Act and relevant CONSOB implementing regulations, unless the above subsequent distribution is exempted from those rules and requirements according to the Consolidated Financial Act and relevant CONSOB implementing regulations.

France

This Prospectus has not been prepared in the context of a public offering in France within the meaning of Article L.411-1 of the Code monétaire et financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been approved by, or registered or filed with the AMF. Consequently, neither this Prospectus nor any other offering material relating 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 or sale of notes to the public in France.

It has also been represented and agreed in connection with the initial distribution of the Notes that:

(a) there has been and there will be no offer or sale, directly or indirectly, of the Notes to the public in the Republic of France (an appel public à l'épargne as defined in Article L. 411-1 of the French Code monétaire et financier);

(b) offers and sales of Notes in the Republic of France will be made in compliance with applicable laws and regulations and only to (i) qualified investors (investisseurs qualifiés) as defined in Articles L. 411-2 and D. 411-1 to D. 411-3 of the French Code monétaire et financier; or (ii) a restricted circle of investors (cercle restreint d'investisseurs) as defined in Article L. 411-2 acting for their own account; or (iii) providers of investment services relating to portfolio management for the account of third parties as mentioned in Article L. 411-2 of the Code monétaire et financier (together the "Investors").

Offers and sales of the Notes in the Republic of France will be made on the condition that (i) this Prospectus shall not be circulated or reproduced (in whole or in part) by the Investors and (ii) the Investors undertake not to transfer the Notes, directly or indirectly, to the public in France, other than in compliance with applicable laws and regulations pertaining to a public offering (and in particular Articles L.411-1, L.411-2, L.412-1 and L.621-8 of the Code monétaire et financier).

General Restrictions

The Issuer and the Noteholders shall comply with 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 distribution or publication of any prospectus, form of application, prospectus (including this Prospectus), advertisement or other offering material in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Unless otherwise herein provided, no action will be taken to obtain permission for public offering of the Notes in any country where action would be required for such purpose.

EEA standard selling restriction

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In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), there has not been and there will not be an offer of the Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer of Notes to the public in that Relevant Member State may, with effect from and including the Relevant Implementation Date, be made:

1. to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

2. to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or

3. in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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GENERAL INFORMATION

1. The Issuer is not involved in any legal, governmental or arbitration proceedings which may have, or have had, since the date of its incorporation, a significant effect on its financial position 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 effected any transaction other than those related to the purchase of the Portfolios. The execution by the Issuer of the Transaction Documents and the issue of the Notes were authorised by a resolution of the quotaholder's meeting which took place on 25 November 2009. The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

3. The principal source of funds available to the Issuer for the payment of interest and the repayment of principal on the Notes will be collections made in respect of the Claims thereunder.

4. Save as disclosed in this Prospectus, after the issue of the Notes the Issuer will have no outstanding loan capital, borrowings, indebtedness or contingent liabilities, nor has the Issuer created 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 in respect of each financial year (commencing on 1 January and ending on 31 December, the next such accounts to be prepared being those in respect of the financial year ending on 2009) but will not produce interim financial statements.

6. Reconta Ernst & Young S.p.A. audited the items included in the financial information of Cassa Centrale Finance 3 S.r.l. as at 31 Decebember 2007 and 31 December 2008. The financial information as at 31 December 2007 and 31 December 2008 of the Issuer together with the independent auditors' report are included in section "The Issuer" in this Prospectus.

7. So long as any of the Class A Notes remain listed on the Irish Stock Exchange, copies of the Issuer's annual audited non-consolidated financial statements shall be made available free of charge 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 368,500,000. The Issuer estimates that its aggregate ongoing expenses in connection with the Transaction (excluding any fees and expenses in relation to the Servicer but including the total expenses related to the admission to trading, being equal to approximately Euro 5,000.00) will be equal to Euro 145,000.00 (exclusive of any value added tax) per annum.

9. The Notes have been accepted for clearance through Monte Titoli, Clearstream, Luxembourg and Euroclear. Monte Titoli will act as depository for Euroclear and Clearstream, Luxembourg.

10. The Issuer is not involved in any legal, governmental or arbitration proceedings (including any proceedings which are pending or threatened of which the Issuer is aware) which may have or have had, since the date of its incorporation, a significant effect on the financial position of the Issuer.

11. The Class A Notes have been attributed the following ISIN numbers and the following Common Codes:

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ISIN No. Common Codes

Class A IT0004561632 047522650

Class B1 IT0004561665 047523087

Class B2 IT0004561673 047523125

Class B3 IT0004561681 047523141

Class B4 IT0004561699 047523184

Class B5 IT0004561707 047523214

Class B6 IT0004561715 047523257

Class B7 IT0004561723 047523273

Class B8 IT0004561731 047523303

Class B9 IT0004561756 047523346

Class B10 IT0004561764 047523397

Class B11 IT0004561772 047523532

Class B12 IT0004561780 047523559

Class B13 IT0004561798 047523605

Class B14 IT0004561806 047523621

12. Copies of the following documents may be inspected, for the life of the Prospectus, via electronic means (and, in the case of the documents listed in (a) below, may be obtained) during usual business hours at the registered offices of the Irish Listing Agent and the Representative of the Noteholders at any time after the Issue Date:

(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 Liquidity Agreement;

(f) the Notes Subscription Agreement;

(g) the Back-up Servicing Agreement;

(h) the Swap Agreement;

(i) the Servicing Agreement;

(j) the Intercreditor Agreement;

(k) the Deed of Pledge;

(l) the English Deed of Charge and Assignment;

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(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.

13. This Prospectus will be available to the public during usual business hours at the registered offices of the Irish Listing Agent and the Representative of the Noteholders at any time after the Issue Date, and will be published on the Irish Stock Exchange website (www.ise.ie).

14. Post issuance reporting. Under the terms of the Cash Administration and Agency Agreement, the Computation Agent shall submit to the Representative of the Noteholders, the Paying Agents, the Servicers, the Irish Listing Agent and the Rating Agencies not later than 15 Business Days after each Payment Date, an investors' report providing information on the performance of the Portfolios. This six-monthly report will describe the trend of the Portfolios in terms of default, delinquency and prepayments and update the expected average life and expected maturity date of each Class of Notes. Each released investors' report shall be available for collection at the registered office of the Representative of the Noteholders and at the registered offices of the Paying Agents. The first investors' report shall be available within 15 Business Days after the First Payment Date.

15. Save as disclosed in this document, there has been no material adverse change in the financial position, trading and prospects of the Issuer since the 31 December 2008 being the date of the latest financial statements approved by the Issuer.

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

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THE ISSUER

Cassa Centrale Finance 3 S.r.l.Largo Chigi, 5

00187, Roma,Italia

ORIGINATORS, SERVICERS, LIQUIDITY PROVIDERS and SUBORDINATED LOAN PROVIDERSMediocredito Trentino A.A.

Viale Paradisi,1 – 38122 Trento (TN), Italia

Banca di Credito Cooperativo di Cherasco

Via Bra 15, Frazione Roreto – 12062 Cherasco (CN), Italia

Cassa Rurale di Aldeno e Cadine Banca di Credito Cooperativo

Via Roma 1 – 38060 Aldeno (TN), Italia

Cassa Rurale di Lavis Valle di Cembra Banca di Credito Cooperativo

Via Rosmini 61 – 38015 Lavis (TN), Italia

Cassa Rurale di Pergine Banca di Credito Cooperativo

Piazza Gavazzi 5 – 38057 Pergine (TN), Italia

Centromarca Banca di Credito Cooperativo

Via Dante Alighieri 2 – 31022 Preganziol (TV), Italia

Cassa Rurale Alto Garda Banca di Credito Cooperativo

Viale delle Magnolie 1 – 38062 Arco (TN), Italia

Cassa Rurale Pinetana Fornace e Seregnano Banca di Credito Cooperativo

Via Cesare Battisti 17 – 38042 Baselga di Pinè (TN)

Cassa Rurale Adamello-Brenta Banca di Credito Cooperativo

Via III Novembre 20 – 38079 Tione di Trento (TN), Italia

Cassa Rurale di Rovereto Banca di Credito Cooperativo

Via Manzoni 1 – 38068 Rovereto (TN), Italia

Banca Alto Vicentino Credito Cooperativo Schio

Via Pista dei Veneti 14 – 36015 Schio (VI), Italia

Cassa Rurale Centrofiemme Cavalese Banca di Credito Cooperativo

Piazza C. Battisti 12 – 38033 Cavalese (TN), Italia

Banca di Cavola e Sassuolo Credito Cooperativo

Via Verdi 1 – 42010 Cavola di Toano (RE), Italia

Cassa Rurale di Folgaria Banca di Credito Cooperativo

Piazza S. Lorenzo 47 – 38064 Folgaria (TN), Italia

BACKUP SERVICER and OPERATING BANK REPRESENTATIVE OF THE NOTEHOLDERS and SECURITY TRUSTEE

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

Via Segantini 5, I-38122 Trento (Italy)

Deutsche Trustee Company LimitedWinchester House - 1 Great Winchester Street

EC2N 2DB London (United Kingdom)

IRISH LISTING AGENT ENGLISH TRANSACTION BANK -COMPUTATIONAGENT - AGENT BANK- CASH

MANAGER and PRINCIPAL PAYING AGENTDeutsche Bank Luxembourg S.A.

2, boulevard Konrad AdenauerL- 1115 Luxembourg (Luxembourg)

Deutsche Bank AG LondonWinchester House - 1 Great Winchester Street

EC2N 2DB London (United Kingdom)

CORPORATE SERVICER TRANSACTION BANK and ITALIAN PAYING AGENTFIS Full Integrated Solutions S.p.A.

Via San Vito 7, 20123 MilanoDeutsche Bank S.p.A.

Piazza del Calendario 3, I-20126 Milan (Italy)

SWAP COUNTERPARTIES

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JP Morgan Securities Limited125 London Wall, London, EC2Y 5AJ

Mediocredito Trentino A.A.Viale Paradisi,1 – 38122 Trento (TN)

LEGAL ADVISORSTO THE ARRANGER AS TO ITALIAN LAW

Orrick, Herrington & Sutcliffe

Piazza della Croce Rossa 2

00161 Rome (Italy)

TO THE ARRANGER AS TO ENGLISH LAW

Orrick, Herrington & Sutcliffe LLP

107 Cheapside

London, EC2V 6DN