EX C Prospectus Cassa Centrale · Prospectus dated 3 July 2007 Cassa Centrale Securitisation S.r.l. (incorporated with limited liability under the laws of the Republic of Italy)

Prospectus dated 3 July 2007

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

€ 233,600,000 Class A1 Asset Backed Floating Rate Notes due 2043 Issue Price: 100 per cent.

€ 202,050,000 Class A2 Asset Backed Floating Rate Notes due 2043 Issue Price: 100 per cent.

€ 17,500,000 Class B Asset Backed Floating Rate Notes due 2043 Issue Price: 100 per cent.

This Prospectus contains information relating to the issue by Cassa Centrale Securitisation S.r.l. (the “Issuer”) of the € 233,600,000 Class A1 Asset Backed Floating Rate Notes due 2043 (the “Class A1 Notes”), € 202,050,000 Class A2 Asset Backed Floating Rate Notes due 2043 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Class A Notes”) and the € 17,500,000 Class B Asset Backed Floating Rate Notes due 2043 (the “Class B Notes” and, together with the Class A Notes, the “Senior Notes”).

In connection with the issue of the Senior Notes, the Issuer will issue 26 series of junior notes for an aggregate amount of € 8,784,000 divided as follows: € 178,000 Class C1 Asset Backed Floating Rate Notes due 2043 (the “Class C1 Notes”), € 309,000 Class C2 Asset Backed Floating Rate Notes due 2043 (the “Class C2 Notes”), € 479,000 Class C3 Asset Backed Floating Rate Notes due 2043 (the “Class C3 Notes”), € 188,000 Class C4 Asset Backed Floating Rate Notes due 2043 (the “Class C4 Notes”), € 315,000 Class C5 Asset Backed Floating Rate Notes due 2043 (the “Class C5 Notes”), € 398,000 Class C6 Asset Backed Floating Rate Notes due 2043 (the “Class C6 Notes”), € 258,000 Class C7 Asset Backed Floating Rate Notes due 2043 (the “Class C7 Notes”), € 205,000 Class C8 Asset Backed Floating Rate Notes due 2043 (the “Class C8 Notes”), € 306,000 Class C9 Asset Backed Floating Rate Notes due 2043 (the “Class C9 Notes”), € 546,000 Class C10 Asset Backed Floating Rate Notes due 2043 (the “Class C10 Notes”), € 203,000 Class C11 Asset Backed Floating Rate Notes due 2043 (the “Class C11 Notes”), € 433,000 Class C12 Asset Backed Floating Rate Notes due 2043 (the “Class C12 Notes”), € 176,000 Class C13 Asset Backed Floating Rate Notes due 2043 (the “Class C13 Notes”), € 427,000 Class C14 Asset Backed Floating Rate Notes due 2043 (the “Class C14 Notes”), € 324,000 Class C15 Asset Backed Floating Rate Notes due 2043 (the “Class C15 Notes”), € 206,000 Class C16 Asset Backed Floating Rate Notes due 2043 (the “Class C16 Notes”), € 880,000 Class C17 Asset Backed Floating Rate Notes due 2043 (the “Class C17 Notes”), € 370,000 Class C18 Asset Backed Floating Rate Notes due 2043 (the “Class C18 Notes”), € 264,000 Class C19 Asset Backed Floating Rate Notes due 2043 (the “Class C19 Notes”), € 365,000 Class C20 Asset Backed Floating Rate Notes due 2043 (the “Class C20 Notes”), € 215,000 Class C21 Asset Backed Floating Rate Notes due 2043 (the “Class C21 Notes”), € 242,000 Class C22 Asset Backed Floating Rate Notes due 2043 (the “Class C22 Notes”), € 581,000 Class C23 Asset Backed Floating Rate Notes due 2043 (the “Class C23 Notes”), € 371,000 Class C24 Asset Backed Floating Rate Notes due 2043 (the “Class C24 Notes”), € 321,000 Class C25 Asset Backed Floating Rate Notes due 2043 (the “Class C25 Notes”) and € 224,000 Class C26 Asset Backed Floating Rate Notes due 2043 (the “Class C26 Notes” and, together with the Class C1 Notes, the Class C2 Notes, the Class C3 Notes, the Class C4 Notes, the Class C5 Notes, the Class C6 Notes, the Class C7 Notes, the Class C8 Notes, the Class C9 Notes, the Class C10 Notes, the Class C11 Notes, the Class C12 Notes, the Class C13 Notes, the Class C14 Notes, the Class C15 Notes, the Class C16 Notes, the Class C17 Notes, the Class C18 Notes, the Class C19 Notes, the Class C20 Notes, the Class C21 Notes, the Class C22 Notes, the Class C23 Notes, the Class C24 Notes, the Class C25 Notes and the Class C26 Notes, the “Junior Notes”, and, together with the Senior Notes, the “Notes”). Each Originator will fully subscribe a Class of the Junior 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 via Pontaccio, 10, I-20121 Milan, Italy, and is registered both with Ufficio Italiano dei Cambi and with the Bank of Italy pursuant to, respectively, article 106 and article 107 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 Junior 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 26 portfolios (each a “Portfolio” and, collectively, the “Portfolios”) of monetary claims and other connected rights arising under residential and commercial (i) mortgage loans which qualify as mutui fondiari and (ii) other mutui ipotecari mortgage loans (the “Claims”) granted, respectively, by BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco (each of them, as defined below). The Portfolios have been purchased by the Issuer under the terms of 26 transfer agreements entered into between the Issuer and each Originator pursuant to the Securitisation Law on 24 May 2007 (each a “Transfer Agreement” and collectively the “Transfer Agreements”).

Interest on the Notes will accrue from 6 July 2007 (the “Issue Date”) and will be payable on 4 December 2007 (the “First Payment Date”) and thereafter quarterly in arrears on 4 March, 4 June, 4 September and 4 December 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 Senior Notes for each Interest Period shall be the rate offered in the euro-zone inter-bank market (“EURIBOR”) for three-month deposits in euro (save that for the Initial Interest Period the rate will be obtained upon linear interpolation of EURIBOR for four- and five-month deposits in euro) (as determined in accordance with Condition 6 (Interest)), plus the plus a margin of (i) 0.11 per cent. per annum in relation to the Class A1 Notes; (ii) 0.16 per cent. per annum in relation to the Class A2 Notes; and (iii) 0.45 per cent. per annum in relation to the Class B Notes.

Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”), for the Prospectus to be approved.

Application has been made to the Luxembourg Stock Exchange for the Senior Notes to be admitted to the Official List of the Luxembourg Stock Exchange and to be traded on the Regulated Market of the Luxembourg Stock Exchange "Bourse de Luxembourg" which is regulated by Directive 2004/39/EC on Markets in Financial Instruments.

Approval by the CSSF relates only to the Senior Notes which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or other regulated markets for the purposes of the Prospectus Directive. No application has been made to list the Junior Notes on any stock exchange. This Prospectus will be available on the Luxembourg Stock Exchange website at www.bourse.lu.

The Class A1 Notes are expected, on issue, to be rated “Aaa” by Moody’s Investors Service (“Moody’s”) and “AAA” by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies Inc. (“S&P” and, together with Moody’s, the “Rating Agencies“, which expression shall include any successor). The Class A2 Notes are expected, on issue, to be rated “Aaa” by Moody’s and “AAA” by S&P. The Class B Notes are expected, on issue, to be Senior “A2” by Moody’s and “A” by S&P. No rating will be assigned to the Junior Notes. 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 Luxembourg Listing and Paying Agent, the Agent Bank, the Account Bank, the Operating Bank, the Cash Manager, the English Transaction Bank, the Transaction Bank, the Corporate Servicer, the Computation Agent, the Servicer, the Swap Counterparty, the Originators (in any capacity), the Joint Lead Managers and the Arrangers (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 6 July 2007, 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 No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), as subsequently amended. No physical document of title will be issued in respect of the Notes. However, the Notes may be deemed for certain regulatory and fiscal purposes to constitute “bearer” (al portatore) and not “registered” (nominativi) securities.

The Notes will mature on the Payment Date which falls in June 2043 (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 A1 Notes will be redeemed in priority to the Class A2 Notes and the Class B Notes and the Junior Notes (except following the service of a Trigger Notice or a Cross Collateral Noteice (both as defined below), when the Class A1 Notes and the Class A2 Notes will rank pari passu). The Class A2 Notes will be redeemed in priority to the Class B Notes and the Junior Notes. The Class B Notes will be redeemed in priority to the Junior 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, including the proceeds of any sale of Claims or any enforcement of the Note Security (as defined below), 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 (as defined below), at which date any amounts remaining outstanding in respect of principal or interest on the Notes shall be reduced to zero and deemed to be released by the holder of the relevant Notes and the Notes shall be cancelled.

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 Senior Notes, see the section entitled “Risk factors” beginning on page 1.

ARRANGERS IXIS Corporate & Investment Bank Cassa Centrale Banca - Credito Cooperativo del Nord Est S.p.A.

SOLE BOOK RUNNER IXIS Corporate & Investment Bank

JOINT LEAD MANAGERS IXIS Corporate & Investment Bank DZ BANK AG

A08019169/2.1/03 Jul 2007 ii

Responsibility Statements

The Issuer The Issuer accepts responsibility for the information contained in this Prospectus, other than that information for which each of the Originators accept responsibility as described in the following paragraph. 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 relevant parts of 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.

IXIS Corporate & Investment Bank IXIS Corporate & Investment Bank accepts responsibility only, together with the Issuer, for the information included in this Prospectus in the sections headed “The Swap Counterparty”. To the best of the knowledge of IXIS Corporate & Investment Bank (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.

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 relevant parts of 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 relevant parts of 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 IXIS Corporate & Investment Bank under the section headed “The Swap Counterparty” 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 IXIS Corporate & Investment Bank, respectively, no facts have been omitted which would render the reproduced information inaccurate or misleading.

A08019169/2.1/03 Jul 2007 iii

The Joint Lead Managers, the Sole Bookrunner, the Issuer, the Arrangers 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 Joint Lead Managers, the Sole Bookrunner or the Arrangers 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.

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 Joint Lead Managers, the Sole Bookrunner, the Arrangers 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 IXIS Corporate & Investment Bank, 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 Joint Lead Managers, the Sole Bookrunner, the Arrangers 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 Joint Lead Managers, the Sole Bookrunner, the Arrangers 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 Swap Counterparty, the Originators, the Servicers, the Representative of the Noteholders, on its behalf and on behalf of the Noteholders, the Agent Bank, the Operating Bank, the Transaction Bank, the English Transaction Bank, the Italian Paying Agent, the Principal Paying Agent, the Corporate Servicer, the Cash Manager, the Computation Agent, the Stichting Corporate Services Provider, the Luxembourg Listing and Paying Agent, the Limited Recourse Loan Providers, the Liquidity Providers and the Junior Notes Underwriters.

A08019169/2.1/03 Jul 2007 iv

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 and the Joint Lead Managers 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), the Arrangers or the Joint Lead Managers 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 offering circular 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.

In connection with the issue of the Senior Notes, IXIS Corporate & Investment Bank (the “Stabilisation Manager”) (or persons acting on behalf of the Stabilisation Manager) may over-allot the Senior Notes (provided that the aggregate principal amount of the Senior Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant class) or effect transactions with a view to supporting the market price of the Senior Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Senior Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after

A08019169/2.1/03 Jul 2007 v

the issue date of the Senior Notes and 60 days after the date of the allotment of the Senior Notes. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

A08019169/2.1/03 Jul 2007 vi

Table of Contents

RISKS FACTORS.............................................................................................................................................. 1

THE PRINCIPAL PARTIES ............................................................................................................................ 16

TRANSACTION SUMMARY INFORMATION ............................................................................................ 25

TRANSACTION DIAGRAM.......................................................................................................................... 78

THE PORTFOLIOS ......................................................................................................................................... 79

THE ISSUER ................................................................................................................................................... 99

THE ORIGINATORS..................................................................................................................................... 106

THE OPERATING BANK AND BACK-UP SERVICER ............................................................................. 193

THE SWAP COUNTERPARTY .................................................................................................................... 198

THE CASH MANAGER AND THE COMPUTATION AGENT.................................................................. 200

COLLECTION POLICY AND RECOVERY PROCEDURES ..................................................................... 201

USE OF PROCEEDS..................................................................................................................................... 204

DESCRIPTION OF THE TRANSFER AGREEMENTS............................................................................... 205

DESCRIPTION OF THE WARRANTY AND INDEMNITY AGREEMENT.............................................. 208

DESCRIPTION OF THE SERVICING AND OF THE BACK-UP SERVICING AGREEMENTS.............. 214

DESCRIPTION OF THE OTHER TRANSACTION DOCUMENTS .......................................................... 218

WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES .......................................................................... 229

TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 230

SCHEDULE RULES OF THE ORGANISATION OF NOTEHOLDERS .................................................... 295

SELECTED ASPECTS OF ITALIAN LAW.................................................................................................. 313

TAXATION.................................................................................................................................................... 318

SUBSCRIPTION AND SALE ....................................................................................................................... 324

GENERAL INFORMATION......................................................................................................................... 327

INDEX OF DEFINED TERMS ..................................................................................................................... 329

A08019169/2.1/03 Jul 2007 1

RISKS 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:

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

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

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

4. 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, the Arrangers or the Joint Lead Managers 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 Arrangers or the Joint Lead Managers or 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 and (ii) other mutui ipotecari mortgage loans and which were classified as performing (crediti in bonis) by the Originators in accordance with the Bank of Italy’s supervisory regulations as at the Valuation Date. There can be no guarantee that the Borrowers will not default under such Mortgage 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 Mortgage Loans.

The recovery of overdue amounts in respect of the Mortgage 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 Mortgage Loans and the Mortgages; (ii) obtaining title deeds

A08019169/2.1/03 Jul 2007 2

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 Mortgage 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 Arrangers, the Joint Lead Managers 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 Mortgage 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 the Junior Notes; (B) in respect of the Class B Notes, by the Junior Notes; and (C) in respect of each Class of Senior 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.

Interest rate risk The Issuer expects to meet its obligations under the Senior Notes primarily from 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 Senior Notes, the Issuer has executed two interest rate swap transactions with the Swap Counterparty pursuant to the Swap Agreement.

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

A08019169/2.1/03 Jul 2007 3

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 Senior 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 Agreement 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 Agreement” below). For instance, the Issuer may terminate the Swap Transactions, inter alia, if the Swap Counterparty is downgraded below certain rating thresholds set out in the Swap Agreement and the Swap Counterparty fails to take such action as is required in the 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 Swap Counterparty as a result of the termination. Following such a termination, any payments by the Issuer to the 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 enhancement In respect of the obligations of the Issuer to pay interest and to repay principal on the Notes, the Conditions and the Intercreditor Agreement provide that:

(a) in respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice:

(i) the Class A1 Notes and the Class A2 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

(ii) the Class B Notes rank pari passu and without any preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes; and

(iii) the Junior Notes rank pari passu and without any preference or priority among themselves, but subordinate to the Senior 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));

(b) in respect of the obligations of the Issuer to repay principal on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice:

(i) the Class A1 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class A2 Notes, the Class B Notes and the Junior Notes;

(ii) the Class A2 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

(iii) the Class B Notes rank pari passu and without any preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes; and

(iv) the Junior Notes rank pari passu and without any preference or priority among themselves, but subordinate to the Senior Notes,

A08019169/2.1/03 Jul 2007 4

it being understood that repayment of principal on the Notes will be funded out of the Single Portfolio Available Funds (subject to Condition 5(1) (Pre-Acceleration Order of Priority));

(c) in respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice:

(i) the Class A Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;



provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Cross Collateral Order of Priority, subject to the availability of Issuer Available Funds,

it being understood that payments of interest on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority));

(d) in respect of the obligations of the Issuer to repay principal on the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice:




it being understood that repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority)); and

(e) in respect of the obligations of the Issuer (a) to pay interest and (b) to repay principal on the Notes following the service of a Trigger Notice:




provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Acceleration Order of Priority, subject to the availability of Issuer Available Funds,

it being understood that payment of interest and repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(2) (Acceleration Order of Priority)).

As a result, to the extent that any losses are suffered by any of the Noteholders, such losses will be borne in the first instance by the Junior Noteholders, then (to the extent that the Class B Notes have not been redeemed) by the Class B Noteholders, and then: (i) in respect of principal, (to the extent that the Class A2

A08019169/2.1/03 Jul 2007 5

Notes have not been redeemed) by the holders of the Class A2 Notes and then (to the extent that the Class A1 Notes have not been redeemed) by the holders of the Class A1 Notes; and (ii) in respect of interest, (to the extent that the Class A Notes have not been redeemed) by the holders of the Class A Notes.

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.

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 Senior Notes, the Senior 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 Senior Notes. While the Joint Lead Managers may make a market in the Senior Notes, they are under no obligation to do so. The Senior Notes

A08019169/2.1/03 Jul 2007 6

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 Senior Notes on the Regulated Market of the Luxembourg Stock Exchange, there can be no assurance that a secondary market for any of the Senior Notes will develop, or, if a secondary market does develop in respect of any of the Senior Notes, that it will provide the holders of such Senior Notes with liquidity of investments or that it will continue until the final redemption or cancellation of such Senior Notes. Consequently, any purchaser of the Senior Notes must be prepared to hold such Senior Notes until the final redemption or cancellation.

Rights of set-off Under general principles of Italian law, the debtors under the Mortgage Loans are entitled to exercise rights of set-off in respect of amounts due under any Mortgage 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 framework On 26 June 2004, the Basel Committee on Banking Supervision (the “Basel Committee ”) published the text of a new capital accord under the title Basel II. Basel II 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. If implemented in accordance with its current form, Basel II could affect the risk weighting of the Notes in respect of investors which are subject to Basel II (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 Basel II. No predictions can be made by the Issuer as to the precise effects of potential changes which might result if Basel II 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 4 April 2001 and the Bank of Italy regulation dated 16 December 2002 on the terms for 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,

A08019169/2.1/03 Jul 2007 7

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 Mortgage Loan) on the Mortgage Loans. Such yield may therefore be adversely affected by a higher or lower than anticipated rate of prepayments on the Mortgage Loans.

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

The rate of prepayment of Mortgage Loans cannot be predicted and is influenced by a wide variety of economic, social and other factors, including prevailing mortgage 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 Mortgage 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 Senior 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 Counterparty complying with its obligations under the 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 Agreement. 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 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 Counterparty.

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 Mortgage 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.

A08019169/2.1/03 Jul 2007 8

Italian Usury law The interest payments and other remuneration paid by the Borrowers under the Mortgage 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 Mortgage Loan is 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 Mortgage 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 Mortgage 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

A08019169/2.1/03 Jul 2007 9

generated from the Mortgage Loans. Each Originator has, however, represented in the Warranty and Indemnity Agreement that the Mortgage 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.

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 mortgage 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”).

A08019169/2.1/03 Jul 2007 10

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.

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 Mortgage 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 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.

A08019169/2.1/03 Jul 2007 11

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 Mortgage 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 Mortgage 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 Senior Notes in the section headed “Weighted average life of the Senior Notes”, below.

Claw-back of the transfer of the Claims The 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, within six months of the completion of the securitisation transaction.

Mutui fondiari The Originators have represented that some Mortgage 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 Mortgage Loans. In addition, the borrowers have the right to obtain that part of the real estate assets originally constituting security for the Mortgage Loans are freed from the mortgage, it being understood that, as mutui fondiari, the principal amount of each Mortgage Loan shall not be permitted to exceed 80 per cent. of the value of the real estate assets constituting security for such Mortgage Loan.

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

A08019169/2.1/03 Jul 2007 12

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.

Withholding tax under the Senior Notes Where the Senior 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 Senior Notes of any Class, who is a non-Italian resident without a permanent establishment in Italy to which the Senior 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 Senior 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 Legislative Decree No. 84 of 18 April 2005 implemented in Italy, as of 1 July 2005, the European Council Directive No. 2003/48/EC on the taxation of savings income. Under the Directive, Member States, if a number of important conditions are met, are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria will instead be required (unless during that period they elect otherwise) to operate a withholding tax 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 other countries). The same details concerning payment of interest (or similar income) shall be provided to the tax authorities of a number of non-EU countries and territories, which have agreed to adopt similar measures with effect from the same date.

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.

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.

A08019169/2.1/03 Jul 2007 13

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 Senior 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 Counterparty, 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 Luxembourg Listing and Paying Agent and the Limited Recourse Loan Providers, the Joint Lead Managers, 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 Senior Notes will be dependent on, inter alia, the timely payment of amounts due under the Mortgage Loans by the Borrowers, the receipt by the Issuer of Collections received on its behalf by the Servicers in respect of the Mortgage Loans from time to time in each Portfolio, as well as on the receipt of any payments required to be made by the Swap Counterparty under the 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 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

A08019169/2.1/03 Jul 2007 14

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 Mortgage Loan are insufficient to repay in full the Claim in respect of such Mortgage Loan.

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

A08019169/2.1/03 Jul 2007 15

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 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 Senior Notes but the inability of the Issuer to pay interest or repay principal on the Senior 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 Senior Notes are exhaustive. While the various structural elements described in this Prospectus are intended to lessen some of these risks for holders of the Senior Notes, there can be no assurance that these measures will be sufficient or effective to ensure payment to the holders of the Senior Notes of such Classes of interest or principal on such Senior Notes on a timely basis or at all.

A08019169/2.1/03 Jul 2007 16

THE PRINCIPAL PARTIES

Issuer Cassa Centrale Securitisation 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 general register (elenco generale) of financial intermediaries held by Ufficio Italiano Cambi pursuant to Article 106 of Italian legislative decree No. 385 of 1 September 1993 (the “Banking Act”) with No. 38591 and in the special register (elenco speciale) of financial intermediaries held by Bank of Italy pursuant to Article 107 of the Banking Act, whose registered office is at Via Pontaccio, 10, I-20121 Milan, Italy. The entire equity capital of the Issuer is held by Stichting Dundridge.

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 Cassa Rurale Alta Valdisole e Pejo - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via 4 Novembre, 56, 38020 Mezzana (Trento), Italy, registered with the companies’ register held in Trento under No. 01258070224 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8163.8 (codice meccanografico), fiscal code and VAT No. 01258070224 (“BCC Alta Valdisole”);

Cassa Rurale Alto Garda - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at viale delle Magnolie, 1, 38062 Arco (Trento), Italy, registered with the companies’ register held in Trento under No. 0010591028 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8016.8 (codice meccanografico), fiscal code and VAT No. 00105910228 (“BCC Alto Garda”);

Banca Alto Vicentino - Credito Cooperativo S.c.p.A. - 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. 00210200242 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8669.4 (codice meccanografico), fiscal code and VAT No. 00210200242 (“BCC Alto Vicentino”);

Banca Di Ancona - Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Maggini, 63/A, 60127 Ancona, Italy,

A08019169/2.1/03 Jul 2007 17

registered with the companies’ register held in Ancona under No. 00184380426 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8916.9 (codice meccanografico), fiscal code and VAT No. 00184380426 (“BCC Ancona”);

Banca Veneta 1896 - Credito Cooperativo delle Province di Verona e Rovigo - Società Cooperativa (formerly Banca di Credito Cooperativo del Basso Veronese), a bank incorporated in Italy as a società cooperativa, whose registered office is at Largo Maestrello, 12/14, 37049 Carpi di Villa Bartolomea, (Verona), Italy, registered with the companies’ register held in Verona under No. 00286640230 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8448.3 (codice meccanografico), fiscal code and VAT No. 00286640230 (“BCC Banca Veneta”);

Cassa Rurale ed Artigiana S. Giuseppe - Credito Cooperativo Camerano - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Donzelli, 34/36, 60021 Camerano (Ancona), Italy, registered with the companies’ register held in Ancona under No. 00130380421 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8973.0 (codice meccanografico), fiscal code and VAT No. 00130380421 (“BCC Camerano”);

Banca di Cavola e Sassuolo - Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Verdi 1, 42010, Cavola di Toano, Reggio Emilia, Italy, registered with the companies’ register held in Reggio Emilia under No. 01026240356 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8623.1 (codice meccanografico), fiscal code and VAT No. 01026240356 (“BCC Cavola e Sassuolo”);

Cassa Centrale Centrofiemme - Cavalese - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza Cesare Battisti, 12, 38033 Cavalese (Trento), Italy, registered with the companies’ register held in Tento under No. 00158770222 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8057.2 (codice meccanografico), fiscal code and VAT No. 00158770222 (“BCC Centrofiemme”);

Cassa Rurale Centro Valsugana di Spera - Strigno - Telve In Sigla - Cassa Rurale - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Castelrotto, 8, 38059 Strigno (Trento), Italy, registered with the companies’ register held in Trento under No. 00103520227 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8252.9 (codice

A08019169/2.1/03 Jul 2007 18

meccanografico), fiscal code and VAT No. 00103520227 (“BCC Centro Valsugana”);

Cassa Rurale Lavis - Valle di Cembra - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Rosmini, 61, 38015 Lavis (Trento), 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. 8120.8 (codice meccanografico), fiscal code and VAT No. 00109500223 (“BCC Lavis”);

Credito Cooperativo - Cassa Rurale ed Artigiana di Lucinico Farra e Capriva - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Luigi Visini, 2, 34170 Gorizia, Italy, registered with the companies’ register held in Gorizia under No. 00074360314 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8622.3 (codice meccanografico), fiscal code and VAT No. 00074360314 (“BCC Lucinico”);

Banca di Credito Cooperativo di Marcon - Venezia - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza Municipio, 22, 30020 Marcon (Venezia), Italy, registered with the companies’ register held in Venezia under No. 00484250279 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8689.2 (codice meccanografico), fiscal code and VAT No. 00484250279 (“BCC Marcon”);

Cassa Rurale di Mezzolombardo e San Michele all’Adige - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at Corso del Popolo, 22, 38017 Mezzolombardo (Trento), Italy, registered with the companies’ register held in Trento under No. 00158680223 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8139.8 (codice meccanografico), fiscal code and VAT No. 00158680223 (“BCC Mezzolombardo”);

Cassa Rurale Mori - Val di Gresta - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Marconi, 4, 38065 Mori (Trento), Italy, registered with the companies’ register held in Trento under No. 00148210222 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8145.5 (codice meccanografico), fiscal code and VAT No. 00148210222 (“BCC Mori”);

Cassa Rurale di Pergine - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società

A08019169/2.1/03 Jul 2007 19

cooperativa, whose registered office is at Piazza Gavazzi, 5, 38057 Pergine Valsugana (Trento), Italy, registered with the companies’ register held in Trento under No. 00109850222 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8178.6 (codice meccanografico), fiscal code and VAT No. 00109850222 (“BCC Pergine”);

Cassa Rurale di Pinzolo - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at viale Marconi, 2, 38086 Pinzolo (Trento), Italy, registered with the companies’ register held in Trento under No. 00158500223 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8179.4 (codice meccanografico), fiscal code and VAT No. 00158500223 (“BCC Pinzolo”);

Banca di Credito Cooperativo delle Prealpi - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Roma 57, 31020 Tarzo (Treviso), Italy, registered with the companies’ register held in Treviso under No. 00254520265 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8904.5 (codice meccanografico), fiscal code and VAT No. 00254520265 (“BCC Prealpi”);

Cassa Rurale di Rovereto - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Manzoni 1, 38068, Rovereto (Trento), Italy, registered with the companies’ register held in Trento under No. 00106190226 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8210.7 (codice meccanografico), fiscal code and VAT No. 00106190226 (“BCC Rovereto”);

Cassa Rurale di Trento - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Rodolfo Belenzani, 6, 38100 Trento, Italy, registered with the companies’ register held in Trento under No. 00107860223 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8304.8 (codice meccanografico), fiscal code and VAT No. 00107860223 (“BCC Trento”);

Cassa Rurale di Tuenno - Val Di Non - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at Piazza Liberazione, 20, 38019 Tuenno (Trento), Italy, registered with the companies’ register held in Tuenno under No. 00104570221 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8282.6 (codice meccanografico), fiscal code and VAT No. 00104570221 (“BCC Tuenno”);

A08019169/2.1/03 Jul 2007 20

Cassa Rurale della Valle dei Laghi - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Nazionale, 7, 38070 Padergnone (Trento), Italy, registered with the companies’ register held in Trento under No. 01205310228 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8132.3 (codice meccanografico), fiscal code and VAT No. 01205310228 (“BCC Valle dei Laghi”);

Cassa Rurale Valli di Primiero e Vanoi - Banca di Credito Cooperativo - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Risorgimento, 5, 38054 Transacqua (Trento), Italy, registered with the companies’ register held in Trento under No. 00105240220 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8279.2 (codice meccanografico), fiscal code and VAT No. 00105240220 (“BCC Valli di Primiero”);

Banca di Credito Cooperativo del Veneziano - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Villa, 147, 30010 Bojon di Campolongo Maggiore (Venezia), Italy, registered with the companies’ register held in Venezia under No. 00272940271 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8407.9 (codice meccanografico), fiscal code and VAT No. 00272940271 (“BCC Veneziano”);

Cassa Raiffeisen di Brunico - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Europa, 19, 39031 Brunico (Bolzano), Italy, registered with the companies’ register held in Bolzano under No. 00198190217 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8035.8 (codice meccanografico), fiscal code and VAT No. 00198190217 (“Cassa Raiffeisen Brunico”);

Cassa Raiffeisen Merano - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at Corso Libertà, 40, 39012 Merano (Bolzano), Italy, registered with the companies’ register held in Bolzano under No. 00179580212 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under No. 8133.1 (codice meccanografico), fiscal code and VAT No. 00179580212 (“Cassa Raiffeisen Merano”);

Cassa Raiffeisen della Valle Isarco - Società Cooperativa, a bank incorporated in Italy as a società cooperativa, whose registered office is at via Santa Croce, 7, 39042 Bressanone (Bolzano), Italy, registered with the companies’ register held in Bolzano under No. 00198330219 and with the register of banks held by the Bank of Italy pursuant to article 13 of the Banking Act under

A08019169/2.1/03 Jul 2007 21

No. 8307.1 (codice meccanografico), fiscal code and VAT No. 00198330219 (“Cassa Raiffeisen Valle Isarco”);

Each of BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco (in such capacity, collectively the “Originators” and each of them an “Originator”) sold the relevant Portfolio to the Issuer pursuant to the terms of 26 transfer agreements dated 24 May 2007 (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-38100 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, 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, 26 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

A08019169/2.1/03 Jul 2007 22

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, 94 per cent. of which was owned by Deutsche Bank AG as at 28 April 2006. 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 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. See “Description of the other Transaction Documents”, below.

Representative of the Noteholders Deutsche Trustee Company Limited 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 3 July 2007 (the “Signing Date”) and the Rules of the Organisation of the Noteholders (as defined below).

Arrangers IXIS Corporate & Investment Bank, a subsidiary of Natixis, whose registered office is at 47 quai d’Austerlitz, 75648 Paris Cedex 13, France (“IXIS CIB”) and Cassa Centrale.

Joint Lead Manager IXIS CIB.

Joint Lead Manager DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, whose registered office is at Platz der Republik D-60265 Frankfurt am Main, Germany (“DZ Bank”).

A08019169/2.1/03 Jul 2007 23

Swap Counterparty IXIS CIB, which will be acting through its London Branch located in 25 Dowgate Hill, London, United Kingdom, or any other person from time to time acting as Swap Counterparty (the “Swap Counterparty”). See “The Swap Counterparty”, below.

Liquidity Providers Each of BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco 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 BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco 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 Agreemen and of the Back-up Servicing Agreementt”, below.

Limited Recourse Loan Providers Each of BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco 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 of the other Transaction Documents”, below.

A08019169/2.1/03 Jul 2007 24

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 Accounting Partners S.r.l., whose registered office is at Corso Re Umberto, 8, I-10121 Turin, Italy, or any other person from time to time acting as such will be the corporate services provider 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 Tower 42, Level 11, 25 Old Broad Street, London EC2N 1HQ, 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.

Luxembourg Listing and Paying Agent Deutche 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 Luxembourg listing and paying agent (the “Luxembourg Listing and Paying Agent”) pursuant to the terms of the Cash Administration and Agency Agreement. The Principal Paying Agent, the Italian Paying Agent and the Luxembourg Listing and Paying Agent are collectively referred to as the “Paying Agents”. See “Description of the other Transaction Documents”, below.

The Quotaholder Stichting Dundridge (“Stichting Dundridge”) is a Dutch 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.

A08019169/2.1/03 Jul 2007 25

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 329.

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”):

€ 233,600,000 Class A1 Asset Backed Floating Rate Notes due 2043;

€ 202,050,000 Class A2 Asset Backed Floating Rate Notes due 2043; and

€ 17,500,000 Class B Asset Backed Floating Rate Notes due 2043.

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

€ 178,000 Class C1 Asset Backed Floating Rate Notes due 2043;

















A08019169/2.1/03 Jul 2007 26








€ 321,000 Class C25 Asset Backed Floating Rate Notes due 2043; and

€ 224,000 Class C26 Asset Backed Floating Rate Notes due 2043.

The aggregate amount of the Junior Notes will be Euro 8,784,000 (the “Junior Notes Aggregate Amount”).

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

Class Class A1 Class A2 Class B Junior Notes

Issue Price 100 per cent. 100 per cent. 100 per cent. 100 per cent.

Interest The rate of interest applicable from time to time in respect of each Class of Senior Notes (the “Interest Rate”) will be EURIBOR for three-month deposits in Euro (the “EURIBOR”) (save that for the Initial Interest Period, the rate will be obtained upon linear interpolation between the Euribor for four-month and five-month deposits in Euro) plus the following relevant margin:

0.11 per cent. per annum in respect of the Class A1 Notes;

0.16 per cent. per annum in respect of the Class A2 Notes; and

0.45 per cent. per annum in respect of the Class B Notes.

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

Single Series Junior Notes Interest Payment Amount

Means with respect to each Payment Date and to each Class of Junior 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

A08019169/2.1/03 Jul 2007 27

preceding Collection Period; 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; 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 (ix), (xv) and (xviii) 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 (x), (xiii), (xv) and (xvi) 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 (ix), (xii), (xiv) and (xvi) 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;

A08019169/2.1/03 Jul 2007 28

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).

Payment Date Interest is payable in respect of the Notes, quarterly in arrears in Euro (a) prior to the service of a Trigger Notice, on 4 December 2007 (being the first Payment Date) and, thereafter 4 March, 4 June, 4 September and 4 December 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) and (b) following the service of a Trigger Notice, the day falling 10 Business Days after the Accumulation Date (if any) or any other day on which any payment is due to be made in accordance with the Acceleration Order of Priority, the Conditions and the Intercreditor Agreement (each such date a “Payment Date”).

Form and Denomination The authorised denomination of the Senior Notes will be € 50,000. The authorised denomination of the Junior Notes will be € 1,000. 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, Luxembourg 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 No. 11768 of 23 December 1998 of the CONSOB as amended. No physical document of title will be issued in respect of the Notes. However, the Notes may be deemed for certain regulatory and fiscal purposes to constitute “bearer” (al portatore) and not “registered” (nominativi) securities.

Ranking In respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice: (A) the Class A1 Notes and the Class A2 Notes rank pari passu

and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

(B) the Class B Notes rank pari passu and without any

A08019169/2.1/03 Jul 2007 29

preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes;

(C) the Junior Notes rank pari passu and without any preference or priority among themselves, but subordinate to the Senior 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)). In respect of the obligations of the Issuer to repay principal on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice: (A) the Class A1 Notes rank pari passu and without any

preference or priority among themselves and in priority to the Class A2 Notes, the Class B Notes and the Junior Notes;

(B) the Class A2 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

(C) the Class B Notes rank pari passu and without any preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes;

(D) the Junior Notes rank pari passu and without any preference or priority among themselves, but subordinate to the Senior Notes,

it being understood that repayment of principal on the Notes will be funded out of the Single Portfolio Available Funds (subject to Condition 5(1) (Pre-Acceleration Order of Priority)). In respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice: (A) the Class A Notes rank pari passu and without any

preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

(B) the Class B Notes rank pari passu and without any preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes;


provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Cross Collateral Order of Priority, subject to the availability of Issuer Available Funds, it being understood that payments of interest on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority)). In respect of the obligations of the Issuer to repay principal on

A08019169/2.1/03 Jul 2007 30

the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice: (A) the Class A Notes rank pari passu and without any




it being understood that repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority)). In respect of the obligations of the Issuer (a) to pay interest and (b) to repay principal on the Notes following the service of a Trigger Notice: (A) the Class A Notes rank pari passu and without any




provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Acceleration Order of Priority, subject to the availability of Issuer Available Funds and it being understood that payment of interest and repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(2) (Acceleration Order of Priority)).

Issuer Available Funds Means in respect of each Payment Date, following the service of a Cross Collater Notice or a Trigger Notice, the aggregate 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;

A08019169/2.1/03 Jul 2007 31

(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 Counterparty in accordance with the terms of the Swap Agreement 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 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 on the Securities and paid into the Payments Account during the immediately preceding Collection Period;

(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) following termination of the Swap Transactions any premium paid to the Issuer by a replacement Swap Counterparty 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 Senior Notes: (a) only in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii), (ix) and

A08019169/2.1/03 Jul 2007 32

(x) 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 items (xii), (xiv) and (xv) of the Acceleration Order of Priority and ranking as (xi), (xiii) and (xiv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Senior 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 Collection Period immediately preceding such Calculation Date,

(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 Swap Counterparty upon termination of the Swap Transactions 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 Transactions 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 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 relevant Claims;

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

A08019169/2.1/03 Jul 2007 33

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 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 Senior Notes, all amounts, if any, credited to the Reserve Account on any preceding Payment Date out of the relevant Single Portfolio Available Funds;

(xi) following termination of the Relevant Swap Transaction(s), the Relevant Proportion(s) of any premium paid to the Issuer by a replacement Swap Counterparty only for the purpose of entering into replacement swap transaction(s) similar to the Relevant Swap Transaction(s) net of any cost borne by the Issuer for entering into such replacement swap transaction(s);

(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

A08019169/2.1/03 Jul 2007 34

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 on the Relevant Securities and paid into the Payments Account during the immediately preceding Collection Date;

(xiv) until full repayment of the Senior Notes: (a) only in respect of payments ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii), (ix) and (x) 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 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 (xi), (xiii) and (xv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior 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;

A08019169/2.1/03 Jul 2007 35


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, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C1 Notes;

(ii) with respect to Portfolio No. 2, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C2 Notes;

(iii) with respect to Portfolio No. 3, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C3 Notes;

(iv) with respect to Portfolio No. 4, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C4 Notes;

(v) with respect to Portfolio No. 5, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C5 Notes;

(vi) with respect to Portfolio No. 6, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C6 Notes;

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

A08019169/2.1/03 Jul 2007 36

Principal Amount Outstanding and the Principal Amount Outstanding of the Class C7 Notes;

(viii) with respect to Portfolio No. 8, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C8 Notes;

(ix) with respect to Portfolio No. 9, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C9 Notes;

(x) with respect to Portfolio No. 10, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C10 Notes;

(xi) with respect to Portfolio No. 11, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C11 Notes;

(xii) with respect to Portfolio No. 12, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C12 Notes;

(xiii) with respect to Portfolio No. 13, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C13 Notes;

(xiv) with respect to Portfolio No. 14, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C14 Notes;

(xv) with respect to Portfolio No. 15, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C15 Notes;

(xvi) with respect to Portfolio No. 16, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C16 Notes;

(xvii) with respect to Portfolio No. 17, the aggregate of the

A08019169/2.1/03 Jul 2007 37

relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C17 Notes;

(xviii) with respect to Portfolio No. 18, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C18 Notes;

(xix) with respect to Portfolio No. 19, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C19 Notes;

(xx) with respect to Portfolio No. 20, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C20 Notes;

(xxi) with respect to Portfolio No. 21, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C21 Notes;

(xxii) with respect to Portfolio No. 22, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C22 Notes;

(xxiii) with respect to Portfolio No. 23, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C23 Notes;

(xxiv) with respect to Portfolio No. 24, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C24 Notes;

(xxv) with respect to Portfolio No. 25, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C25 Notes; and

(xxvi) with respect to Portfolio No. 26, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount

A08019169/2.1/03 Jul 2007 38

Outstanding of the Class C26 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 all Class A1 Notes and Class A2 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 2.08 per cent. of the Class A Notes, equal to € 9,045,000; (ii) with respect to Portfolio No. 2, the Principal Amount Outstanding as at the Issue Date of 3.53 per cent. of the Class A Notes, equal to € 15,376,000; (iii) with respect to Portfolio No. 3, the Principal Amount Outstanding as at the Issue Date of 5.55 per cent. of the Class A Notes, equal to € 24,177,000; (iv) with respect to Portfolio No. 4, the Principal Amount Outstanding as at the Issue Date of 2.24 per cent. of the Class A Notes, equal to € 9,761,000; (v) with respect to Portfolio No. 5, the Principal Amount Outstanding as at the Issue Date of 3.71 per cent. of the Class A Notes, equal to € 16,182,000; (vi) with respect to Portfolio No. 6, the Principal Amount Outstanding as at the Issue Date of 4.59 per cent. of the Class A Notes, equal to € 19,986,000; (vii) with respect to Portfolio No. 7, the Principal Amount Outstanding as at the Issue Date of 2.86 per cent. of the Class A Notes, equal to €12,463,000; (viii) with respect to Portfolio No. 8, the Principal Amount Outstanding as at the Issue Date of 2.41 per cent. of the Class A Notes, equal to €10,487,000; (ix) with respect to Portfolio No. 9, the Principal Amount Outstanding as at the Issue Date of 3.49 per cent. of the Class A Notes, equal to € 15,224,000; (x) with respect to Portfolio No. 10, the Principal Amount Outstanding as at the Issue Date of 6.10 per cent. of the Class A Notes, equal to € 26,557,000; (xi) with respect to Portfolio No. 11, the Principal Amount Outstanding as at the Issue Date of 2.26 per cent. of the Class A Notes, equal to € 9,866,000; (xii) with respect to Portfolio No. 12, the Principal Amount Outstanding as at the Issue Date of 5.10 per cent. of the Class A Notes, equal to € 22,221,000; (xiii)

A08019169/2.1/03 Jul 2007 39

with respect to Portfolio No. 13, the Principal Amount Outstanding as at the Issue Date of 1.89 per cent. of the Class A Notes, equal to € 8,239,000; (xiv) with respect to Portfolio No. 14, the Principal Amount Outstanding as at the Issue Date of 4.76 per cent. of the Class A Notes, equal to € 20,722,000; (xv) with respect to Portfolio No. 15, the Principal Amount Outstanding as at the Issue Date of 3.44 per cent. of the Class A Notes, equal to € 15,004,000; (xvi) with respect to Portfolio No. 16, the Principal Amount Outstanding as at the Issue Date of 2.46 per cent. of the Class A Notes, equal to € 10,710,000; (xvii) with respect to Portfolio No. 17, the Principal Amount Outstanding as at the Issue Date of 9.76 per cent. of the Class A Notes, equal to € 42,536,000; (xviii) with respect to Portfolio No. 18, the Principal Amount Outstanding as at the Issue Date of 4.02 per cent. of the Class A Notes, equal to €17,527,000; (xix) with respect to Portfolio No. 19, the Principal Amount Outstanding as at the Issue Date of 3.08 per cent. of the Class A Notes, equal to € 13,425,000; (xx) with respect to Portfolio No. 20, the Principal Amount Outstanding as at the Issue Date of 4.11 per cent. of the Class A Notes, equal to € 17,888,000; (xxi) with respect to Portfolio No. 21, the Principal Amount Outstanding as at the Issue Date of 2.47 per cent. of the Class A Notes, equal to € 10,753,000; (xxii) with respect to Portfolio No. 22, the Principal Amount Outstanding as at the Issue Date of 2.72 per cent. of the Class A Notes, equal to € 11,839,000; (xxiii) with respect to Portfolio No. 23, the Principal Amount Outstanding as at the Issue Date of 6.80 per cent. of the Class A Notes, equal to €29,622,000; (xxiv) with respect to Portfolio No. 24, the Principal Amount Outstanding as at the Issue Date of 4.24 per cent. of the Class A Notes, equal to €18,465,000; (xxv) with respect to Portfolio No. 25, the Principal Amount Outstanding as at the Issue Date of 3.75 per cent. of the Class A Notes, equal to €16,324,000; and (xxvi) with respect to Portfolio No. 26, the Principal Amount Outstanding as at the Issue Date of 2.58 per cent. of the Class A Notes, equal to €11,251,000.

Single Portfolio Class B 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 B Notes Principal Amount Outstanding; and

(ii) the aggregate of all the Single Portfolio Class B Notes Principal Payment Amounts paid to the Class B Noteholders on the preceding Payment Dates.

Single Portfolio Class B 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 B Notes Principal Amount Outstanding; and

2. the denominator of which is represented by the aggregate Principal Amount Outstanding of all Class B Notes as at

A08019169/2.1/03 Jul 2007 40

such Payment Date (without considering any principal payment to be made on such Payment Date).

Single Portfolio Initial Class B Notes Principal Amount Outstanding

Means (i) with respect to Portfolio No. 1, the Principal Amount Outstanding as at the Issue Date of 2.10 per cent. of the Class B Notes, equal to € 368,000; (ii) with respect to Portfolio No. 2, the Principal Amount Outstanding as at the Issue Date of 3.54 per cent. of the Class B Notes, equal to € 619,000; (iii) with respect to Portfolio No. 3, the Principal Amount Outstanding as at the Issue Date of 5.59 per cent. of the Class B Notes, equal to € 979,000; (iv) with respect to Portfolio No. 4, the Principal Amount Outstanding as at the Issue Date of 2.29 per cent. of the Class B Notes, equal to € 401,000; (v) with respect to Portfolio No. 5, the Principal Amount Outstanding as at the Issue Date of 3.78 per cent. of the Class B Notes, equal to € 661,000; (vi) with respect to Portfolio No. 6, the Principal Amount Outstanding as at the Issue Date of 4.62 per cent. of the Class B Notes, equal to € 808,000; (vii) with respect to Portfolio No. 7, the Principal Amount Outstanding as at the Issue Date of 2.82 per cent. of the Class B Notes, equal to € 494,000; (viii) with respect to Portfolio No. 8, the Principal Amount Outstanding as at the Issue Date of 2.45 per cent. of the Class B Notes, equal to € 428,000; (ix) with respect to Portfolio No. 9, the Principal Amount Outstanding as at the Issue Date of 3.50 per cent. of the Class B Notes, equal to € 612,000; (x) with respect to Portfolio No. 10, the Principal Amount Outstanding as at the Issue Date of 6.04 per cent. of the Class B Notes, equal to € 1,056,000; (xi) with respect to Portfolio No. 11, the Principal Amount Outstanding as at the Issue Date of 2.24 per cent. of the Class B Notes, equal to € 392,000; (xii) with respect to Portfolio No. 12, the Principal Amount Outstanding as at the Issue Date of 5.19 per cent. of the Class B Notes, equal to € 909,000; (xiii) with respect to Portfolio No. 13, the Principal Amount Outstanding as at the Issue Date of 1.83 per cent. of the Class B Notes, equal to € 321,000; (xiv) with respect to Portfolio No. 14, the Principal Amount Outstanding as at the Issue Date of 4.70 per cent. of the Class B Notes, equal to € 823,000; (xv) with respect to Portfolio No. 15, the Principal Amount Outstanding as at the Issue Date of 3.32 per cent. of the Class B Notes, equal to € 581,000; (xvi) with respect to Portfolio No. 16, the Principal Amount Outstanding as at the Issue Date of 2.51 per cent. of the Class B Notes, equal to € 440,000; (xvii) with respect to Portfolio No. 17, the Principal Amount Outstanding as at the Issue Date of 9.64 per cent. of the Class B Notes, equal to € 1,687,000; (xviii) with respect to Portfolio No. 18, the Principal Amount Outstanding as at the Issue Date of 3.93 per cent. of the Class B Notes, equal to € 687,000; (xix) with respect to Portfolio No. 19, the Principal Amount Outstanding as at the Issue Date of 3.12 per cent. of the Class B Notes, equal to € 546,000; (xx) with respect to Portfolio No. 20, the Principal Amount Outstanding as at the Issue Date of 4.08 per cent. of the Class B Notes, equal to € 714,000; (xxi)

A08019169/2.1/03 Jul 2007 41

with respect to Portfolio No. 21, the Principal Amount Outstanding as at the Issue Date of 2.48 per cent. of the Class B Notes, equal to € 434,000; (xxii) with respect to Portfolio No. 22, the Principal Amount Outstanding as at the Issue Date of 2.70 per cent. of the Class B Notes, equal to € 472,000; (xxiii) with respect to Portfolio No. 23, the Principal Amount Outstanding as at the Issue Date of 6.89 per cent. of the Class B Notes, equal to € 1,206,000; (xxiv) with respect to Portfolio No. 24, the Principal Amount Outstanding as at the Issue Date of 4.25 per cent. of the Class B Notes, equal to € 743,000; (xxv) with respect to Portfolio No. 25 the Principal Amount Outstanding as at the Issue Date of 3.79 per cent. of the Class B Notes, equal to € 664,000; and (xxvi) with respect to Portfolio No. 26, the Principal Amount Outstanding as at the Issue Date of 2.60 per cent. of the Class B Notes, equal to € 455,000.

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.

Class B Notes Principal Payment Amount

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

Single Portfolio Class B 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 (minus the relevant Single Portfolio Class A Notes Principal Payment Amount as of the same date), and (ii) the Single Portfolio Class B 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

A08019169/2.1/03 Jul 2007 42

(iv) the Single Portfolio Amortised Principal (or portion thereof) unpaid at 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

twenty-six 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 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;

Expenses Account a euro-denominated current account (the “Expenses Account”) (Conto Spese) into which (i) on the Issue Date the Retention Amount 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 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 and comply with applicable legislation and regulations will be paid;

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; (iii) all amounts standing to the credit of the Investment Account and in general any sums arising from the liquidation, maturity or disposal of the Eligible Investments (including any profit generated thereby or interest matured

A08019169/2.1/03 Jul 2007 43

thereon) 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 proceeds of the issuance of the Notes will be credited on the Issue Date; and (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 Moody’s or below A-1+ by S&P will be credited on each date of collection pursuant to the terms of the Limited Recourse Loan Agreement; and out of which (a) on the Issue Date the Purchase Price of the Portfolios shall be paid to each of the Originators; (b) 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 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; (c) 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; (d) all proceeds upon maturity of the Securities or upon sale of the Securities following downgrading of the Republic of Italy below Aa3 by Moody’s or below A-1+ by S&P will be invested to purchase further Securities; and (e) 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 twenty-six securities accounts (each a “Securities Account”) (Conto Deposito Titoli) into which (i) the Relevant Securities shall be deposited by each Limited Recourse Loan Provider on or prior to the Issue Date pursuant to the Limited Recourse Loan

A08019169/2.1/03 Jul 2007 44

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 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;

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 the Single Portfolio Class B 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 twenty-six 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 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

twenty-six 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 Disequilibrium Event or a Class B 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

A08019169/2.1/03 Jul 2007 45

on which the relevant amounts shall be credited on each of such account in accordance with the Conditions;

Liquidity Reserve Accounts twenty-six 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 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

A08019169/2.1/03 Jul 2007 46

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 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, 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;

A08019169/2.1/03 Jul 2007 47

(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;

(vi) Sixth, to pay the Relevant Proportion(s) of all amounts due and payable to the Swap Counterparty under the terms of the Relevant Swap Transaction(s) other than any termination payment due to the Swap Counterparty upon termination of the Swap Transaction(s) in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the 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 the 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;

(viii) Eighth, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio Class A Notes Ratio of

A08019169/2.1/03 Jul 2007 48

all amounts of interest due and payable on the Class A1 Notes and the Class A2 Notes (which, for this purposes, will be considered as one Class);

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio Class B Notes Ratio of all amounts of interest due and payable on the Single Portfolio Class B Notes Principal Amount Outstanding;

(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,

(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 A1 Notes and the Class A2 Notes in an aggregate amount up to the relevant Single Portfolio Class A Notes Principal Payment Amount, in the following order of priority:

(i) the Class A1 Notes pro rata and pari passu until the Class A1 Notes are repaid in full; and

(ii) the Class A2 Notes pro rata and pari passu until the Class A2 Notes are repaid in full;

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

(xiii) Thirteenth,

(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 B Notes Principal Payment Amount; and

(B) on the First Amortisation Payment Date and on each Payment Date thereafter, upon repayment in full of the Class A Notes, in or

A08019169/2.1/03 Jul 2007 49

towards repayment, pro rata and pari passu, of the relevant Single Portfolio Class B Notes Principal Payment Amount until the Class B Notes are repaid in full;

(xiv) Fourteenth, upon the occurrence of a Class B Disequilibrium Event, to credit the relevant Principal Amortisation Reserve Amount into the relevant Principal Amortisation Reserve Account;

(xv) Fifteenth, 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;

(xvi) Sixteenth, 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;

(xvii) Seventeenth, 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;

(xviii) Eighteenth, in or towards satisfaction of the Relevant Proportion(s) of any termination payment due and payable to the Swap Counterparty under the terms of the Relevant Swap Transaction(s) upon termination of the Relevant Swap Transaction(s) in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xix) Nineteenth, 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;

(xx) Twentieth, 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;

A08019169/2.1/03 Jul 2007 50

(xxi) Twenty-first, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment Amount of the relevant Class of Junior Notes;

(xxii) Twenty-second, upon repayment in full of the Senior 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;

(xxiii) Twenty-third, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Junior Notes until the Principal Amount Outstanding of the relevant Class of Junior Notes is equal to € 5,000;

(xxiv) Twenty-fourth, 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 Junior Notes until the relevant Class of Junior Notes is redeemed in full;

(xxv) Twenty-fifth, upon repayment in full of the Senior Notes, in or towards satisfaction, pro rata and pari passu, of the Junior Notes Additional Interest Amount (if any) due and payable on the Junior 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:

(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

A08019169/2.1/03 Jul 2007 51

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, 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 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

A08019169/2.1/03 Jul 2007 52

party;

(vii) Seventh, to pay all amounts due and payable to the Swap Counterparty under the terms of the Swap Agreement other than any termination payment due to the Swap Counterparty upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the 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 the Swap Counterparty in relation to the termination of the Swap Transactions 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 the 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;

(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,

(A) for so long as there are Class A Notes outstanding, on each Payment Date up to (but excluding) the Payment Date following the occurrence of the Class B Interest Event, and

(B) on the Payment Date on which the Class A Notes will be redeemed in full and on each Payment Date thereafter, in each case regardless of the occurrence of the Class B Interest Event,

in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class B Notes;

(xi) Eleventh, 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;

A08019169/2.1/03 Jul 2007 53

(xii) Twelfth, 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;

(xiii) Thirteenth, on any Payment Date following the occurrence of the Class B Interest Event, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class B Notes to the extent not already paid under item (x) of the Acceleration Order of Priority;

(xiv) Fourteenth, 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 Class B Notes until redemption in full of the Class B Notes;

(xv) Fifteenth, 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;

(xvi) Sixteenth, in or towards satisfaction of any termination payment due and payable to the Swap Counterparty under the terms of the Swap Agreement upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vii) 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 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;

(xviii) Eighteenth, 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;

(xix) Nineteenth, upon repayment in full of the Senior Notes, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment

A08019169/2.1/03 Jul 2007 54

Amount of each Class of Junior Notes;

(xx) Twentieth, upon repayment in full of the Senior 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;

(xxi) Twenty-first, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of each Class of Junior 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:


(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

A08019169/2.1/03 Jul 2007 55

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



(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



(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 the Swap Counterparty under the terms of the Swap Agreement other than any termination payment due to the Swap Counterparty upon termination of the Swap Transactions in circumstances where either (i) the

A08019169/2.1/03 Jul 2007 56

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 the Swap Counterparty has failed to take such action as is required in the 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 the Swap Counterparty in relation to the termination of the Swap Transactions 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 the 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;

(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,





(xi) Eleventh,

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

A08019169/2.1/03 Jul 2007 57

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;

(xii) Twelfth, on any Payment Date following the occurrence of the Class B Interest Event, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class B Notes to the extent not already paid under item (ix) of the Cross Collateral Order of Priority;

(xiii) Thirteenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation Account the relevant Class B 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 B Notes Principal Payment Amount until the Class B Notes are repaid in full;

(xiv) Fourteenth, 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;

(xv) Fifteenth, 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;

(xvi) Sixteenth, in or towards satisfaction of any termination payment due and payable to the Swap Counterparty under the terms of the Swap Agreement upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

A08019169/2.1/03 Jul 2007 58

(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 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;


(xix) Nineteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment Amount of each Class of Junior Notes;


(xxi) Twenty-first, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Junior Notes until the Principal Amount Outstanding of the relevant Class of Junior Notes is equal to € 5,000;

(xxii) Twenty-second, 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 Junior Notes until the relevant Class of Junior Notes is redeemed in full;

(xxiii) Twenty-third, in or towards satisfaction, pro rata and pari passu, of the Junior Notes Additional Interest Amount (if any) due and payable on the Junior Notes.

Class B Interest Event A “Class B Interest Event” shall occurr when the Default Ratio is equal to or higher than 10 per cent.

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 or, where different, the Notes of the Most Senior Class (excluding the Junior 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 or,

A08019169/2.1/03 Jul 2007 59

where different, the Notes of the Most Senior Class (excluding the Junior 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:

(i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Senior Notes and the Transaction Documents to which the Issuer is a party; or

(ii) 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 Senior 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

A08019169/2.1/03 Jul 2007 60

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.

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 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

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

(ii) with respect to eight consecutive Payment Dates, a Class B Disequilibrium Event occurs;

(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 or the Subsequent Maximum Commitment Amount (as applicable) (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

A08019169/2.1/03 Jul 2007 61

following Payment Date the Cross.Collateral Order of Priority shall apply without any further action or formality.

Class A Disequilibrium Event

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).

Upon the occurrence of a Class A 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.

Class B Disequilibrium Event A “Class B 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 B Notes in an amount equal to the relevant Single Portfolio Class B Notes Principal Payment Amount under item (xiii) of the Pre-Acceleration Order of Priority or (ii) the Single Portfolio Class B 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 B 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 either a Class A Disequilibrium Event or a Class B 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 (xi) (following the occurrence of a Class A Disequilibrium Event) or items (i) to (xiii) (following the occurrence of a Class B Disequilibrium Event) of

A08019169/2.1/03 Jul 2007 62

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 or the Subsequent Maximum Commitment Amount (as applicable).

Upon the occurrence of a Detrimental Event, the Issuer 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

A08019169/2.1/03 Jul 2007 63

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.

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 or the Subsequent Single Provider Maximum Commitment Amount (as applicable) 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), (ix) and (x) of the Pre-Acceleration Order of Priority; and

(b) in respect of the payments under items (xi), (xiii) and (xv) 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

A08019169/2.1/03 Jul 2007 64

0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior 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.

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), (x) and (xi) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii), (ix) and (x) of the Cross Collateral Order of Priority (as applicable); and

(b) in respect of payments ranking as items (xii), (xiv) and (xv) of the Acceleration Order of Priority and ranking as (xi), (xiii) and (xiv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior Notes will be fully redeemed on that Payment Date. See “Description of the other Transaction Documents”, below.

The Senior Notes also benefit from the credit support provided by the Junior 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 falling in June 2043

A08019169/2.1/03 Jul 2007 65

(the “Final Maturity Date”).

If the Senior Notes and/or the Junior 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 Senior 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 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 Senior Notes only, if all the Junior Noteholders consent) and to make all payments ranking in priority, or pari passu, thereto, on any Payment Date falling after the Payment Date on 4 March 2009, if at the preceding Calculation Date the aggregate principal outstanding amount of the Portfolios is equal to or less than 10 per cent. of the lower of (i) the aggregate principal outstanding amount of the Portfolios as of the Valuation Date and (ii) the

A08019169/2.1/03 Jul 2007 66

aggregate of the purchase prices of the Portfolios.

Such optional redemption shall be effected subject to the Issuer (i) giving not more than 45 nor less than 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 Senior Notes only, if all the Junior Noteholders consent) 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).

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 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 Senior Notes or any custodian of the Senior Notes is required to deduct or withhold any amount (other than in respect of a Decree 239 Withholding) in respect of any Class of Senior 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 Senior 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 Mortgage Loans to

A08019169/2.1/03 Jul 2007 67

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

(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 Senior Notes only, if all the Junior Noteholders consent) 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 Senior Notes in accordance with Condition 7(3) (Redemption for taxation) the Issuer shall apply

A08019169/2.1/03 Jul 2007 68

any Issuer Available Funds which may be applied for this purpose in accordance with the Acceleration Order of Priority to the redemption of the Junior 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 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, or, after full redemption of the Senior Notes, the Junior Noteholders representing at least 75 per cent. of the Principal Amount Outstanding of the Junior 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. Should such 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 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 principal on 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 Mortgage Loans transferred to the Issuer by BCC Alta Valdisole pursuant to the relevant Transfer Agreement. “Portfolio No. 2” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Garda pursuant to the relevant Transfer Agreement. “Portfolio No. 3” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement. “Portfolio No. 4” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Ancona pursuant to the relevant Transfer Agreement. “Portfolio No. 5” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer

A08019169/2.1/03 Jul 2007 69

by BCC Banca Veneta pursuant to the relevant Transfer Agreement. “Portfolio No. 6” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Camerano pursuant to the relevant Transfer Agreement. “Portfolio No. 7” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Cavola e Sassuolo pursuant to the relevant Transfer Agreement. “Portfolio No. 8” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centrofiemme pursuant to the relevant Transfer Agreement. “Portfolio No. 9” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centro Valsugana pursuant to the relevant Transfer Agreement. “Portfolio No. 10” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lavis pursuant to the relevant Transfer Agreement. “Portfolio No. 11” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lucinico pursuant to the relevant Transfer Agreement. “Portfolio No. 12” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Marcon pursuant to the relevant Transfer Agreement. “Portfolio No. 13” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mezzolombardo pursuant to the relevant Transfer Agreement. “Portfolio No. 14” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mori pursuant to the relevant Transfer Agreement. “Portfolio No. 15” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pergine pursuant to the relevant Transfer Agreement. “Portfolio No. 16” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pinzolo pursuant to the relevant Transfer Agreement. “Portfolio No. 17” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Prealpi pursuant to the relevant Transfer Agreement. “Portfolio No. 18” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Rovereto pursuant to the relevant Transfer Agreement. “Portfolio No. 19” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Trento pursuant to the relevant Transfer Agreement. “Portfolio No. 20” means the monetary claims and connected

A08019169/2.1/03 Jul 2007 70

rights arising under the Mortgage Loans transferred to the Issuer by BCC Tuenno pursuant to the relevant Transfer Agreement. “Portfolio No. 21” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valle dei Laghi pursuant to the relevant Transfer Agreement. “Portfolio No. 22” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valli di Primiero pursuant to the relevant Transfer Agreement. “Portfolio No. 23” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Veneziano pursuant to the relevant Transfer Agreement. “Portfolio No. 24” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Brunico pursuant to the relevant Transfer Agreement. “Portfolio No. 25” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Merano pursuant to the relevant Transfer Agreement. “Portfolio No. 26” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Cassa Raiffeisen Valle Isarco 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 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

A08019169/2.1/03 Jul 2007 71

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 A1 Notes are expected, on issue, to be rated “Aaa” by Moody’s and “AAA” by S&P. The Class A2 Notes are expected, on issue, to be rated “Aaa” by Moody’s and “AAA” by S&P. The Class B Notes are expected, on issue, to be rated “A2” by Moody’s and “A” by S&P. No rating will be assigned to the Junior 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 Senior 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 Senior Notes are effectively connected, will receive amounts of interest payable on the Senior 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.

Listing and admission to trading of the Senior Notes

Application has been made to the Luxembourg Stock Exchange for the Senior Notes to be admitted to the Official List of the Luxembourg Stock Exchange and to be traded on the Regulated Market of the Luxembourg Stock Exchange "Bourse de Luxembourg" which is regulated by Directive 2004/39/EC on Markets in Financial Instruments.

Governing Law The Notes will be governed by Italian law.

TRANSACTION DOCUMENTS

The Transfer Agreements Pursuant to 26 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 Mortgage 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

A08019169/2.1/03 Jul 2007 72

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 Mortgage 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, Cassa Centrale 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 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. “Mortgage Loans” means, from time to time, the aggregate of the mortgage loans comprised in the Portfolios, the Claims in respect of which have been transferred to the Issuer in accordance with the Transfer Agreements and “Mortgage Loan” means any one of these. Monies received or recovered in respect of the Mortgage 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 Mortgage Loans will be calculated by reference to successive three-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 (excluded) and end on 31 October 2007 (included). “Collection Date” means 31 January, 30 April, 31 July and 31 October of each year, the first Collection Date being 31 October 2007.

A08019169/2.1/03 Jul 2007 73

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, Milan Branch as Transaction Bank and Italian Paying Agent; and (iii) Cassa Centrale 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 Senior 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 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 € 18,708,000 (the “Maximum Commitment Amount”) divided as follows between BCC Alta Valdisole € 380,000, BCC Alto Garda € 660,000, BCC Alto Vicentino € 1,022,000, BCC Ancona € 399,000, BCC Banca Veneta € 673,000, BCC Camerano € 849,000, BCC Cavola e Sassuolo € 549,000, BCC Centrofiemme € 436,000, BCC Centro Valsugana € 654,000, BCC Lavis € 1,164,000, BCC Lucinico € 436,000, BCC Marcon € 919,000, BCC Mezzolombardo € 372,000, BCC Mori € 909,000, BCC Pergine € 677,000, BCC Pinzolo € 438,000, BCC Prealpi € 1,875,000, BCC Rovereto € 789,000, BCC Trento € 564,000, BCC Tuenno € 776,000, BCC Valle dei Laghi € 459,000, BCC Valli di Primiero € 516,000, BCC Veneziano € 1,239,000, Cassa Raiffeisen Brunico € 789,000, Cassa Raiffeisen Merano € 686,000, and Cassa Raiffeisen Valle Isarco € 478,000, (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

A08019169/2.1/03 Jul 2007 74

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 and the Transaction 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 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 Senior Noteholders and to cover any costs relating to the Transaction which rank in priority to the Senior Noteholders 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: (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 Counterparty, 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

A08019169/2.1/03 Jul 2007 75

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”) pursuant to which the Issuer will create in favour of the Issuer Secured Creditors (as defined below) 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 Italian Law Transaction Documents (as defined below) (with the exception of certain provisions of the Agency and Accounts Agreement which are governed by English law and the Deed of Pledge); and (ii) a pledge over the Securities deposited from time to time in the Securities Account. See for further details “Description of the other Transaction Documents”, below.

The English Deed of Charge Pursuant to a deed of charge governed by English Law and to be entered into by the Issuer on or about the Issue Date (the “English Deed of Charge and Assignment”), the Issuer will grant 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 and 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 the 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. 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.

The Senior Notes Subscription Agreement

Pursuant to a subscription agreement to be entered into on or prior to the Issue Date, between the Issuer, the Representative of the Noteholders, the Originators and the Joint Lead Managers (the “Senior Notes Subscription Agreement”), the Joint Lead Managers shall subscribe for the Senior Notes and pay the Issuer the issue price for the Senior Notes on the Issue Date and will appoint the Representative of the Noteholders to act as the representative of the Senior Noteholders, subject to the

A08019169/2.1/03 Jul 2007 76

conditions set out therein. See for further details “Description of the other Transaction Documents”, below.

The Junior Notes Subscription Agreement

Pursuant to a subscription agreement entered into on or prior to the Issue Date between the Issuer, the Representative of the Noteholders and the Originators (the “Junior Notes Subscription Agreement”), BCC Alta Valdisole shall subscribe and pay for the Class C1 Notes, BCC Alto Garda shall subscribe and pay for the Class C2 Notes, BCC Alto Vicentino shall subscribe and pay for the Class C3 Notes, BCC Ancona shall subscribe and pay for the Class C4 Notes, BCC Banca Veneta shall subscribe and pay for the Class C5 Notes, BCC Camerano shall subscribe and pay for the Class C6 Notes, BCC Cavola e Sassuolo shall subscribe and pay for the Class C7 Notes, BCC Centrofiemme shall subscribe and pay for the Class C8 Notes, BCC Centro Valsugana shall subscribe and pay for the Class C9 Notes, BCC Lavis shall subscribe and pay for the Class C10 Notes, BCC Lucinico shall subscribe and pay for the Class C11 Notes, BCC Marcon shall subscribe and pay for the Class C12 Notes, BCC Mezzolombardo shall subscribe and pay for the Class C13 Notes, BCC Mori shall subscribe and pay for the Class C14 Notes, BCC Pergine shall subscribe and pay for the Class C15 Notes, BCC Pinzolo shall subscribe and pay for the Class C16 Notes, BCC Prealpi shall subscribe and pay for the Class C17 Notes, BCC Rovereto shall subscribe and pay for the Class C18 Notes, BCC Trento shall subscribe and pay for the Class C19 Notes, BCC Tuenno shall subscribe and pay for the Class C20 Notes, BCC Valle dei Laghi shall subscribe and pay for the Class C21 Notes, BCC Valli di Primiero shall subscribe and pay for the Class C22 Notes, BCC Veneziano shall subscribe and pay for the Class C23 Notes, Cassa Raiffeisen Brunico shall subscribe and pay for the Class C24 Notes, Cassa Raiffeisen Merano shall subscribe and pay for the Class C25 Notes, Cassa Raiffeisen Valle Isarco shall subscribe and pay for the Class C26 Notes. Furthermore, each of the Originators shall appoint the Representative of the Noteholders to act as the representative of each relevant Junior Noteholder and collectively of the Junior Noteholders. 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 Senior Notes, the Issuer will enter into two 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

A08019169/2.1/03 Jul 2007 77

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.

A08019169/2.1/03 Jul 2007 78

TRANSACTION DIAGRAM

Representative

Debtors

Investors

Investors

Retained by each Seller Bank

Representative

Debtors

Investors

Investors

Retained by each Seller Bank

StichtingDundrige

Cassa CentraleSecuritisation

ofNoteholders

SwapCounterparty

Seller Banks

Class A

Class B

Class C

Interest &principal

Interestand

principal

Repayments

RepaymentsServicing

100%

Liquidityline

Interet rate hedging

Limitedrecourse

loan

StichtingDundrige

Cassa CentraleSecuritisation

ofNoteholders

SwapCounterparty

Seller Banks

Class A1

Class A2

Class B

Class C

Interest &principal

Interestand

principal

Repayments

RepaymentsServicing

100%

Liquidityline

Interet rate hedging

Limitedrecourse

loan

A08019169/2.1/03 Jul 2007 79

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 and (ii) mutui fondiari, 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 Senior 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” and, together with the General Criteria, the “Criteria”) as set out for each Originator below, in order to ensure that the Claims have the same legal and financial characteristics. The General Criteria are as follows:

(1) each Mortgage Loan is denominated in Euro (or originally disbursed in a different currency and subsequently re-denominated in Euro);

(2) each Mortgage Loan has a principal debtor (or debtors, in case it has been granted to more than one borrower (cointestazioni)) which falls within one of the following categories: individuals (persone fisiche), società per azioni, società a responsabilità limitata, società in accomandita per azioni, società in accomandita semplice, società in nome collettivo, società semplice, società cooperativa;

(3) each Mortgage Loan is granted to a borrower resident in Italy;

(4) each Mortgage Loan is secured by (i) a first-ranking priority voluntary mortgage over real estates (ipoteca volontaria di primo grado legale); or (ii) a voluntary mortgage with subordinate ranking (ipoteca volontaria di grado successivo al primo grado legale) where the mortgages ranking in priority thereto have been cancelled or the debts secured thereby have been fully repaid;

(5) each Mortgage Loan has at least one instalment comprising a principal component which has fallen due and has been paid;

(6) each Mortgage Loan has the amortisation profile determined at the time of the origination or, if existing, at the time of the last agreement on the amortisation profile, in accordance with the so-called “French method”, whereby instalments in respect of each Mortgage Loan are inclusive of a principal component fixed at the time of origination and increasing over time and a variable interest component;

(7) Mortgage Loans that (1), with the exception of the last instalment fallen due before the Valuation Date, do not have instalments due and not regularly paid, and (2) in respect of which the last instalment fallen due before the Valuation Date has been paid within 15 days from the due date;

(8) each Mortgage Loan is, as at 31 December 2006, fully disbursed in one disbursement and the relevant Originator has not any obligation or faculty to disburse additional amount of money;

(9) Mortgage Loans providing for the date of the last instalment, in accordance with the original amortisation plan, falling not later than 31 December 2036 (included).

A08019169/2.1/03 Jul 2007 80

The Portfolios do not include:

(10) mortgage loans granted to a public administration entity (ente pubblico);

(11) mortgage loans granted to an ecclesiastic entity (ente ecclesiastico);

(12) mortgage loans which were classified as agricultural credit (mutui agrari) pursuant to article 43 of the Banking Act, as at the relevant execution date;

(13) mortgage loans advanced, under any applicable law (including regional) or regulation in force in the Republic of Italy providing for financial support (mutui agevolati and convenzionati) of any kind with regard to principal and/or interest to the relevant borrower.

The Specific Criteria are as follows:

BCC Alto Garda represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to three months euribor plus a spread higher than or equal to 110 basis points;

(b) each Mortgage Loan has a principal outstanding amount comprised between € 50,000 and € 500,000 (both amounts inclusive);

(c) each Mortgage Loan has a maturity date falling after 31 May 2017;

(d) each Mortgage Loan provides for instalments to be paid on a monthly basis;

(e) each Mortgage Loan has been granted to a borrower who is resident in the region of Trentino Alto Adige;

(f) each Mortgage Loan has a loan-to-value ratio (the “LTV”), calculated on the Valuation Date by the Originator, not exceeding 80 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(g) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Alto Garda;

(h) no mortgage loans have been entered into by BCC Alto Garda, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(i) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder of BCC Alto Garda.

Cassa Raiffeisen Brunico represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to three or six months euribor plus a spread higher than or equal to 90 basis points;


(c) each Mortgage Loan has an LTV, calculated on the Valuation Date by the Originator, not exceeding 84 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created

A08019169/2.1/03 Jul 2007 81

and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with Cassa Raiffeisen Brunico;

(e) no mortgage loans have been entered into by Cassa Raiffeisen Brunico, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of Cassa Raiffeisen Brunico.

BCC Centrofiemme represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a principal outstanding amount comprised between € 30,000 and € 400,000 (both amounts exclusive);

(b) each Mortgage Loan provides for instalments to be paid on a monthly basis;

(c) each Mortgage Loan has an LTV, calculated on the Valuation Date by the Originator, not exceeding 79 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Centrofiemme;

(e) no mortgage loans have been entered into by BCC Centrofiemme, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Centrofiemme.

BCC Lavis represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:



(c) each Mortgage Loan provides for instalments to be paid on a monthly basis;

(d) each Mortgage Loan has an LTV, calculated on the Valuation Date by the Originator, not exceeding 90 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Lavis;

(f) no mortgage loans have been entered into by BCC Lavis, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

A08019169/2.1/03 Jul 2007 82

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Lavis.

BCC Valle dei Laghi represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan granted to individuals (persone fisiche) has a principal outstanding amount comprised between € 20,000 and € 200,000 (both amounts inclusive);

(b) each Mortgage Loan granted to entities other than individuals (persone fisiche) has a principal outstanding amount comprised between € 20,000 and € 450,000 (both amounts inclusive);


(d) Mortgage Loans having either (i) a fixed interest rate or (ii) a floating interest rate indexed to one, three or six months euribor plus a spread equal to or higher than 90 basis points;

(e) each Mortgage Loan has an LTV, calculated on the Valuation Date by the Originator, not exceeding 80 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(f) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Valle dei Laghi;

(g) no mortgage loans have been entered into by BCC Valle dei Laghi, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(h) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Valle dei Laghi.

Cassa Raiffeisen Merano represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has either (i) a floating rate of interest indexed to six months euribor plus a spread higher than or equal to 100 basis points or (ii) a mixed rate of interest which provides for a compulsory switch, contractually agreed, from a fixed interest rate to a floating interest rate indexed to six months euribor;



(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with Cassa Raiffeisen Merano;

(e) no mortgage loans have been entered into by Cassa Raiffeisen Merano, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

A08019169/2.1/03 Jul 2007 83

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of Cassa Raiffeisen Merano.

BCC Mezzolombardo represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a rate of interest indexed to three or six months euribor plus a spread higher than or equal to 90 basis points;



(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Mezzolombardo;

(e) no mortgage loans have been entered into by BCC Mezzolombardo, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Mezzolombardo.

BCC Mori represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to six months euribor plus a spread higher than or equal to 120 basis points;

(b) each Mortgage Loan has a principal outstanding amount comprised between € 40,000 and € 650,000 (both amounts exclusive);



(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Mori;

(f) no mortgage loans have been entered into by BCC Mori, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Mori.

BCC Alta Valdisole represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

A08019169/2.1/03 Jul 2007 84

(a) each Mortgage Loan has a floating rate of interest indexed to three or six months euribor;

(b) each Mortgage Loan has a principal outstanding amount comprised between € 40,000 (exclusive) and € 500,000 (inclusive);

(c) each Mortgage Loan provides for instalments to be paid either on a monthly, quarterly or semi-annually basis;


(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Alta Valdisole;

(f) no mortgage loans have been entered into by BCC Alta Valdisole, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Alta Valdisole.

BCC Pergine represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has either (i) a floating rate of interest indexed to three months euribor or (ii) a mixed rate of interest which provides for a compulsory switch, contractually agreed, from a fixed interest rate to a floating interest rate indexed to three months euribor;




(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Pergine;

(f) no mortgage loans have been entered into by BCC Pergine, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder of BCC Pergine.

BCC Pinzolo represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to one, three or six months euribor plus a spread higher than or equal to 90 basis points;


A08019169/2.1/03 Jul 2007 85


(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Pinzolo;

(e) no mortgage loans have been entered into by BCC Pinzolo, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Pinzolo.

BCC Rovereto represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to three months euribor plus a spread equal to or higher than 90 basis points;




(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Rovereto;

(f) no mortgage loans have been entered into by BCC Rovereto, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder of BCC Rovereto.

BCC Centro Valsugana represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to three months euribor plus a spread equal to or higher than 100 basis points;




A08019169/2.1/03 Jul 2007 86

(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Centro Valsugana;

(f) no mortgage loans have been entered into by BCC Centro Valsugana, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Centro Valsugana.

BCC Valli di Primiero represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:




(d) each Mortgage Loan has a maturity date falling after 31 December 2011;


(f) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Valli di Primiero;

(g) no mortgage loans have been entered into by BCC Valli di Primiero, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(h) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Valli di Primiero.

BCC Tuenno represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:




(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Tuenno;

A08019169/2.1/03 Jul 2007 87

(e) no mortgage loans have been entered into by BCC Tuenno, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Tuenno.

BCC Trento represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest calculated by reference to a certain parameter (indice di riferimento) plus a spread higher than 75 basis points;



(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Trento;

(e) no mortgage loans have been entered into by BCC Trento, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti));

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Trento; and

(g) no mortgage loans granted to borrowers who are resident in one of the following cities: Aldeno, Besenello, Cavedine, Centa S. Nicolò, Cimone, Civezzano, Lavis, Padergnone, Pergine Valsugana, Terlago, Trento, Vigolo Vattaro, Vezzano, Zambana.

Cassa Raiffeisen Valle Isarco represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest calculated by reference to a certain parameter (indice di riferimento) plus a spread higher than 125 basis points;


(c) each Mortgage Loan has a principal outstanding amount comprised between € 20,000 and € 500,000 (both amounts inclusive);


(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with Cassa Raiffeisen Valle Isarco;

(f) no mortgage loans have been entered into by Cassa Raiffeisen Valle Isarco, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

A08019169/2.1/03 Jul 2007 88

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of Cassa Raiffeisen Valle Isarco.

BCC Veneziano represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a rate of interest indexed to three or six months euribor plus a spread higher than 150 basis points;



(d) each Mortgage Loan has a maturity date falling after 31 December 2010;


(f) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Veneziano;

(g) no mortgage loans have been entered into by BCC Veneziano, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(h) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Veneziano.

BCC Banca Veneta represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to three or six months euribor plus a spread higher than 100 basis points;




(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Banca Veneta;

(f) no mortgage loans have been entered into by BCC Banca Veneta, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Banca Veneta.

A08019169/2.1/03 Jul 2007 89

BCC Lucinico represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest indexed to six months euribor plus a spread higher than or equal to 150 basis points;

(b) each Mortgage Loan has a principal outstanding amount comprised between € 40,000 (exclusive) and € 400,000 (inclusive);


(d) each Mortgage Loan has a maturity date falling after 1 January 2010;


(f) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Lucinico;

(g) no mortgage loans have been entered into by BCC Lucinico, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti));

(h) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder of BCC Lucinico; and

(i) no mortgage loans are assisted by an agreement providing for interest rate increase coverage.

BCC Cavola e Sassuolo represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has floating rate of interest calculated by reference to a certain parameter (indice di riferimento) plus a spread lower than or equal to 175 basis points;



(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Cavola e Sassuolo;

(e) no mortgage loans have been entered into by BCC Cavola e Sassuolo, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder of BCC Cavola e Sassuolo.

BCC Alto Vicentino represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

A08019169/2.1/03 Jul 2007 90





(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Alto Vicentino;

(f) no mortgage loans have been entered into by BCC Alto Vicentino, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder, or guaranteed by, of BCC Alto Vicentino.

BCC Marcon represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a floating rate of interest calculated by reference to a certain parameter (indice di riferimento) plus a spread higher than or equal to 100 basis points;


(c) each Mortgage Loan has a principal outstanding amount comprised between € 40,000 and € 500,000 (both amounts exclusive);

(d) each Mortgage Loan provides for an amortisation plan starting after 30 November 2006;

(e) each Mortgage Loan has a maturity date falling after 1 January 2010;

(f) each Mortgage Loan has an LTV, calculated on the Valuation Date by the Originator, not exceeding 85 per cent. The LTV in respect of each Mortgage Loan is calculated by dividing the outstanding principal amount of the Mortgage Loan by the lower of (i) the amount for which the Mortgage has been created and (ii) value of the mortgaged real estate asset as appraised during the course of the origination of the same Mortgage Loan;

(g) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Marcon;

(h) no mortgage loans have been entered into by BCC Marcon, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti));

(i) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Marcon; and

(j) no mortgage loans assisted by a guarantee issued by a consorzio di garanzia.

BCC Prealpi represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

A08019169/2.1/03 Jul 2007 91

(a) each Mortgage Loan has a floating rate of interest indexed to six months euribor plus a spread equal to equal to or higher than 75 basis points;




(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Prealpi;

(f) no mortgage loans have been entered into by BCC Prealpi, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee or a shareholder, or guaranteed by, of BCC Prealpi.

BCC Ancona represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a rate of interest indexed to six months euribor plus a spread higher than 120 basis points;




(e) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Ancona;

(f) no mortgage loans have been entered into by BCC Ancona, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(g) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Ancona.

BCC Camerano represented and warranted that the Claims it has transferred to the Issuer pursuant to the relevant Transfer Agreement have also been selected on the basis of the following Specific Criteria as at the Valuation Date:

(a) each Mortgage Loan has a principal outstanding amount comprised between € 50,000 (inclusive) and € 700,000 (exclusive);

(b) Mortgage Loans having either (i) a fixed interest rate or (ii) a floating interest rate indexed to three or six months euribor plus a spread;

A08019169/2.1/03 Jul 2007 92


(d) each Mortgage Loan provides for payment of instalments to be made through direct debit on an account opened with BCC Camerano;

(e) no mortgage loans have been entered into by BCC Camerano, but disbursed in full or in part with third-parties funds (including also those entities providing for financial support (enti agevolanti)); and

(f) no mortgage loans have been advanced to borrower(s) who as at the Valuation Date was an employee of BCC Camerano.

A08019169/2.1/03 Jul 2007 93

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 24 May 2007. The information in the following tables reflects the position as at 2 May 2007. 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.

Portfolios as of 2 May 2007

Current Balance EUR 461,933,320 Original Balance EUR 569,981,861 Total Value of “ Ipoteca ” EUR 912,052,913 Average Current Loan Amount EUR 106,265 Average Original Loan Amount EUR 131,121 Maximum Current Loan Amount EUR 868,608 Maximum Original Loan Amount EUR 1,700,000 Number of Mortgage Loans Number 4,347 Weighted Average Seasoning Months 32.2 Weighted Average Remaining Maturity Years 15.3 WA Current Loan-To-Value 1 % 53.5 WA Current Loan-To-Adjusted-Value 2 % 61.7 Top 1 / 10 / 20 Obligors % 0.2 / 1.4 / 2.6Top 1 / 5 / 10 Commercial Loans % 0.2 / 0.8 / 1.3Residential Mortgage Loans by amount 3 % 83.5 Commercial Mortgage Loans by amount 3 % 16.5 Fixed Rate Mortgage Loans % 0.5 Modulari Mortgage Loans % 1.0

Floating Rate Mortgage Loans % 98.6 Weighted Average Margin (floating rate loans only) % 1.41 calculated by using the following formula : current balance / property value2 calculated by using the following formula : current balance / minimum between the registered mortgage and the property value3 by type of property

A08019169/2.1/03 Jul 2007 94

Breakdown by Originator

ABI BCC Name Current outstanding principal amount % Original principal amount % No. of Loans %

8904 BCC Prealpi 45,102,721 9.8% 49,582,865 8.7% 345 7.9%8407 BCC Veneziano 31,409,200 6.8% 39,397,129 6.9% 345 7.9%8120 BCC Lavis 28,159,713 6.1% 36,341,434 6.4% 246 5.7%8669 BCC Altovicentino 25,635,220 5.5% 31,937,236 5.6% 311 7.2%8689 BCC Marcon 23,561,179 5.1% 27,891,173 4.9% 215 4.9%8145 BCC Mori 21,971,981 4.8% 31,440,976 5.5% 225 5.2%8973 BCC Camerano 21,191,929 4.6% 24,191,395 4.2% 173 4.0%8035 Cassa Raiffeisen Brunico 19,578,972 4.2% 25,613,728 4.5% 160 3.7%8282 BCC Tuenno 18,966,872 4.1% 22,333,425 3.9% 142 3.3%8210 BCC Rovereto 18,583,690 4.0% 22,045,499 3.9% 194 4.5%8133 Cassa Raiffeisen Merano 17,308,809 3.7% 23,207,311 4.1% 156 3.6%8448 BCC Basso Veronese 17,157,524 3.7% 21,138,393 3.7% 175 4.0%8016 BCC Alto Garda 16,304,063 3.5% 18,940,051 3.3% 144 3.3%8252 BCC Centro Valsugana 16,142,497 3.5% 20,466,445 3.6% 157 3.6%8178 BCC Pergine 15,909,262 3.4% 19,473,673 3.4% 151 3.5%8304 BCC Trento 14,235,188 3.1% 18,172,106 3.2% 160 3.7%8623 BCC Cavola e Sassuolo 13,215,419 2.9% 14,830,172 2.6% 105 2.4%8279 BCC Valli di Primiero 12,553,580 2.7% 13,915,456 2.4% 100 2.3%8307 Cassa Raiffeisen Valle Isarco 11,930,034 2.6% 17,553,108 3.1% 154 3.5%8132 BCC Valle dei Laghi 11,402,389 2.5% 14,097,560 2.5% 123 2.8%8179 BCC Pinzolo 11,355,696 2.5% 15,466,057 2.7% 93 2.1%8057 BCC Centro fiemme 11,119,778 2.4% 14,528,607 2.5% 113 2.6%8622 BCC Lucinico 10,460,858 2.3% 11,949,699 2.1% 113 2.6%8916 BCC Ancona 10,349,497 2.2% 12,539,356 2.2% 104 2.4%8163 BCC Alta Valdisole 9,590,782 2.1% 11,568,126 2.0% 91 2.1%8139 BCC Mezzolombardo 8,736,469 1.9% 11,360,882 2.0% 52 1.2%

461,933,320 100.0% 569,981,861 100.0% 4,347 100.0%Total

Breakdown by Outstanding Principal Amount

Oustanding principal amount(in euros) between :

No. Of contracts % of contracts Aggregate outstanding

principal amount% of total outstanding

principal amountCumulatedpercentage

0 to 49,999 548 12.6% 22,481,460 4.9% 4.9%50,000 to 99,999 2,027 46.6% 149,636,069 32.4% 37.3%

100,000 to 149,999 1,063 24.5% 130,121,085 28.2% 65.4%150,000 to 199,999 406 9.3% 70,043,627 15.2% 80.6%200,000 to 299,999 205 4.7% 49,254,217 10.7% 91.3%300,000 to 399,999 57 1.3% 19,280,426 4.2% 95.4%400,000 to 499,999 22 0.5% 9,788,909 2.1% 97.5%500,000 to 599,999 12 0.3% 6,476,025 1.4% 98.9%

> 600,000 7 0.2% 4,851,503 1.1% 100.0%Total 4,347 100.0% 461,933,320 100.0% 100.0%

A08019169/2.1/03 Jul 2007 95

Breakdown by Maturity Year

Year of maturity No. Of contracts % of contracts Aggregate outstanding



2006 0 0.0% 0 0.0% 0.0%2007 0 0.0% 0 0.0% 0.0%2008 7 0.2% 537,569 0.1% 0.1%2009 16 0.4% 1,715,557 0.4% 0.5%2010 23 0.5% 1,371,662 0.3% 0.8%2011 46 1.1% 3,099,856 0.7% 1.5%2012 78 1.8% 6,190,780 1.3% 2.8%2013 157 3.6% 12,905,757 2.8% 5.6%2014 197 4.5% 15,735,257 3.4% 9.0%2015 232 5.3% 18,677,528 4.0% 13.0%2016 239 5.5% 21,793,050 4.7% 17.8%2017 220 5.1% 19,469,347 4.2% 22.0%2018 243 5.6% 22,494,330 4.9% 26.8%2019 246 5.7% 24,082,082 5.2% 32.1%2020 285 6.6% 28,290,109 6.1% 38.2%2021 348 8.0% 39,333,655 8.5% 46.7%2022 160 3.7% 16,215,473 3.5% 50.2%2023 250 5.8% 24,943,819 5.4% 55.6%2024 324 7.5% 36,259,163 7.8% 63.5%2025 388 8.9% 47,451,805 10.3% 73.7%2026 453 10.4% 59,023,079 12.8% 86.5%2027 18 0.4% 2,381,719 0.5% 87.0%2028 29 0.7% 3,599,489 0.8% 87.8%2029 38 0.9% 5,177,373 1.1% 88.9%2030 68 1.6% 9,861,729 2.1% 91.1%2031 220 5.1% 32,857,331 7.1% 98.2%2032 13 0.3% 1,461,575 0.3% 98.5%2033 14 0.3% 1,673,063 0.4% 98.8%2034 3 0.1% 599,227 0.1% 99.0%2035 9 0.2% 1,342,378 0.3% 99.3%2036 23 0.5% 3,389,557 0.7% 100.0%

Total 4347 100.0% 461,933,320 100.0% 100.0%

Breakdown by Mortgage Term

Mortgage Term (years) No. Of contracts % of contracts Aggregate outstanding



0 - 9.99 263 6.1% 23,537,165 5.1% 5.1%10 - 14.99 884 20.3% 84,652,426 18.3% 23.4%15 - 19.99 1,413 32.5% 140,766,548 30.5% 53.9%20 - 24.99 1,599 36.8% 186,838,039 40.4% 94.3%

over 25 188 4.3% 26,139,143 5.7% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0%

A08019169/2.1/03 Jul 2007 96

Breakdown by Region

Region No. Of contracts % of contracts Aggregate outstanding



Abruzzo 1 0.0% 52,741 0.0% 0.0%Emilia-Romagna 114 2.6% 14,467,587 3.1% 3.1%Friuli-Venezia Giulia 119 2.7% 11,429,347 2.5% 5.6%Lazio 4 0.1% 510,267 0.1% 5.7%Lombardia 39 0.9% 4,798,065 1.0% 6.8%Marche 274 6.3% 31,144,917 6.7% 13.5%Piemonte 2 0.0% 150,500 0.0% 13.5%Puglia 2 0.0% 254,422 0.1% 13.6%Sardegna 2 0.0% 244,676 0.1% 13.6%Sicilia 1 0.0% 69,471 0.0% 13.7%Trentino-Alto Adige 2,289 52.7% 244,479,016 52.9% 66.6%Veneto 1,500 34.5% 154,332,312 33.4% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0% Breakdown by Original LTV *

Original LTV (%) No. Of contracts % of contracts Aggregate outstanding



up to 9.99% 0 0.0% 0 0.0% 0.0%10% to 19.99% 0 0.0% 0 0.0% 0.0%20% to 29.99% 1 0.0% 122,677 0.0% 0.0%30% to 39.99% 12 0.3% 1,051,678 0.2% 0.3%40% to 49.99% 26 0.6% 1,560,238 0.3% 0.6%50% to 59.99% 453 10.4% 43,811,095 9.5% 10.1%60% to 69.99% 1,529 35.2% 157,973,655 34.2% 44.3%70% to 79.99% 1,473 33.9% 163,598,342 35.4% 79.7%80% to 89.99% 540 12.4% 62,329,284 13.5% 93.2%90% to 99.99% 217 5.0% 21,579,067 4.7% 97.9%

>=100% 96 2.2% 9,907,284 2.1% 100.0%Total 4,347 100.0% 461,933,320 100.0% 100.0%

(*) Calculated by using the minimum between the mortgage amount ("Ipoteca") and the property value

Breakdown by Current LTV *

Current LTV (%) No. Of contracts % of contracts Aggregate outstanding



up to 9.99% 2 0.0% 88,375 0.0% 0.0%10% to 19.99% 30 0.7% 2,042,409 0.4% 0.5%20% to 29.99% 135 3.1% 7,806,883 1.7% 2.2%30% to 39.99% 272 6.3% 19,679,037 4.3% 6.4%40% to 49.99% 706 16.2% 59,670,113 12.9% 19.3%50% to 59.99% 888 20.4% 85,908,862 18.6% 37.9%60% to 69.99% 1,320 30.4% 151,240,448 32.7% 70.7%70% to 74.99% 519 11.9% 66,252,425 14.3% 85.0%75% to 79.99% 385 8.9% 55,731,453 12.1% 97.1%80% to 84.99% 69 1.6% 10,066,016 2.2% 99.3%85% to 89.99% 10 0.2% 1,509,264 0.3% 99.6%90% to 94,99% 9 0.2% 1,646,541 0.4% 99.9%95% to 99,99% 2 0.0% 291,497 0.1% 100.0%

>= 100% 0 0.0% 0 0.0% 100.0%Total 4,347 100.0% 461,933,320 100.0% 100.0%

(*) Calculated by using the minimum between the mortgage amount ("Ipoteca") and the property value

Breakdown by Index

A08019169/2.1/03 Jul 2007 97

Interest Rate Type Index No. Of contracts % of contracts Aggregate outstanding


principal amount

Fixed rate loans Sub-total 29 0.7% 2,213,779 0.5%EUR 3 M 35 97.2% 4,324,131 0.9%EUR 6M 1 2.8% 108,135 0.0%

Sub-total 36 0.8% 4,432,266 1.0%TUS / BCE 111 2.6% 10,832,450 2.3%EUR 1M 124 2.9% 11,886,969 2.6%EUR 3M 1,797 42.0% 191,656,008 41.5%EUR 6M 2,244 52.4% 240,535,982 52.1%

Other 6 0.1% 375,866 0.1%Sub-total 4,282 98.5% 455,287,275 98.6%

Total Total 4,347 100.0% 461,933,320 100.0%

Modulari loans

Floating rate loans

Breakdown by Margin for Floating Rate Mortgage loans

Margin (%) No. Of contracts % of contracts Aggregate outstanding


principal amount (*)Cumulatedpercentage

0 13 0.3% 1,433,243 0.3% 0.3%0,0 - 0,99 352 8.2% 43,518,698 9.6% 9.9%1.0-1.49 1,993 46.5% 221,003,398 48.5% 58.4%

1.5 - 1.99 1,487 34.7% 143,614,436 31.5% 90.0%2.0 - 2.49 320 7.5% 34,388,616 7.6% 97.5%2,5 - 2,99 70 1.6% 7,046,546 1.5% 99.1%3,0 - 3,49 34 0.8% 3,664,232 0.8% 99.9%over 3.5 13 0.3% 618,107 0.1% 100.0%

Total 4,282 100.0% 455,287,275 100.0% 100.0%(*) total of outstanding principal amount of floating rate mortgage loans only.

Breakdown by Payment Frequency

Payment Frequency No. Of contracts % of contracts Aggregate outstanding



Monthly 4,218 97.0% 441,728,822 95.6% 95.6%Bi-monthly 1 0.0% 139,343 0.0% 95.7%Quarterly 23 0.5% 3,314,336 0.7% 96.4%Semi-annully 103 2.4% 16,492,595 3.6% 99.9%Annually 2 0.0% 258,225 0.1% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0%

Breakdown by Borrower Type

Borrower Type No. Of contracts % of contracts Aggregate outstanding



Individuals 3,651 84.0% 357,407,364 77.4% 77.4%Family Companies 369 8.5% 42,770,851 9.3% 86.6%Sole Entrepreneurs 10 0.2% 2,018,113 0.4% 87.1%Companies with less than 20 people 187 4.3% 31,723,277 6.9% 93.9%Small Companies 126 2.9% 27,564,152 6.0% 99.9%Other 4 0.1% 449,564 0.1% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0%

Breakdown by Real Estate Property

Real Estate Property No. Of contracts % of contracts Aggregate outstanding



1 Villa 414 9.5% 50,100,949 10.8% 10.8%2 Appartamento 3,495 80.4% 335,443,846 72.6% 83.5%3 Negocio 49 1.1% 8,057,224 1.7% 85.2%4 Capannone 82 1.9% 15,772,608 3.4% 88.6%5 Uso misto 61 1.4% 9,852,484 2.1% 90.8%6 Agriturismo 17 0.4% 3,184,696 0.7% 91.4%7 Commerciale 185 4.3% 31,004,891 6.7% 98.2%8 Altro 44 1.0% 8,516,622 1.8% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0%

Breakdown by Occupancy Type

A08019169/2.1/03 Jul 2007 98

Breakdown by Self Employment

Self employment No. Of

contracts % of contracts Aggregate outstanding principal amount

% of total outstanding principal amount

Cumulatedpercentage

Yes 805 18.5% 113,482,602 24.6% 24.6%No 3,542 81.5% 348,450,718 75.4% 100.0%

Total 4,347 100.0% 461,933,320 100.0% 100.0%

Occupancy type No. Of contracts % of contracts Aggregate outstanding



Owner Occupied 3,897 89.6% 402,774,628 87.2% 87.2%Second Home 359 8.3% 45,805,637 9.9% 97.1%

Buy to Let 91 2.1% 13,353,055 2.9% 100.0%Total 4,347 100.0% 461,933,320 100.0% 100.0%

A08019169/2.1/03 Jul 2007 99

THE ISSUER

Introduction

Cassa Centrale Securitisation 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 27 July 2006 with the name of “Exeter Finance S.r.l.”. By way of an extraordinary quotaholder’s resolution held on 28 February 2007, the corporate name of the Issuer was changed from “Exeter Finance S.r.l.” into “Cassa Centrale Securitisation S.r.l.”.

In accordance with the Issuer’s by-laws, the corporate duration of the Issuer is limited to 31 December 2050 and may be extended by quotaholder’s resolution. The Issuer is registered with the companies’ register of Milan under number 05391370961, with the register (elenco generale) held by Ufficio Italiano dei Cambi, pursuant to article 106 of the Banking Act under number 38591 and with the special register (elenco speciale) held by the Bank of Italy pursuant to article 107 of the Banking Act, and its tax identification number (codice fiscale) and VAT number is 05391370961. The registered office of the Issuer is at Via Pontaccio, 10, I-20121 Milan, Italy. The telephone number of the registered office is +39 011 5176220. 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 Dundridge (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 Stichting Dundridge (the “Quotaholder’s Agreement”), Stichting Dundridge 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 Stichting Dundridge 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

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).

A08019169/2.1/03 Jul 2007 100

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 27 July 2006 and ended on 31 December 2006. Consequently, the first statutory accounts of the Issuer are those relating to the fiscal year ended in December 2006 which were approved on 27 April 2007 in accordance with Italian company law.

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).

Sole director of the Issuer

The sole director of the Issuer is:

Name Address Principal activities

Umberto Dalla Zuanna sole director

via Segantini 5, I-38100 Trento, Italy

Manager

The Issuer has no statutory auditors.

A08019169/2.1/03 Jul 2007 101

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:

€

Issued equity capital

€ 10,000 fully paid up 10,000

Borrowings

€ 233,600,000 Class A1 Asset-Backed Floating Rate Notes due 2043 233,600,000

€ 202,050,000 Class A2 Asset-Backed Floating Rate Notes due 2043 202,050,000

€ 17,500,000 Class B Asset-Backed Floating Rate Notes due 2043 17,500,000

€ 178,000 Class C1 Asset-Backed Floating Rate Notes due 2043 178,000


























€ 20,581,000 Limited Recourse Loan 20,581,000

A08019169/2.1/03 Jul 2007 102

€

€ 18,708,000 Liquidity Facility 18,708,000

Total Notes, Limited Recourse Loan and Liquidity Facility 501,223,000

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.

Financial information relative to the Issuer as at 31 December 2006

BALANCE SHEET

as at 31 December 2006

Euro

Due from Banks 10,027

Share Capital 10,000

Net result of the period 27

PROFIT AND LOSS


Euro

Interest income and similar income 27

Other operating expenses/income (683)

Extraordinary income 683


Copy of the financial statements of the Issuer for each financial year since the Issuer's incorporation will, when published, be available in physical form for inspection free of charge during usual office hours on any Business Day (excluding public holidays) at the registered office of the Issuer and the Specified Offices of, respectively, the Representative of the Noteholders, the Paying Agents and the Luxembourg Listing and Paying Agent (as set forth in Condition 16 (Notices)) for the life of this Prospectus.

Deloitte & Touche S.p.A., the address of which is at via Tortona, 25, I-20144 Milan, are the independent auditors of the Issuer, they belong to ASSIREVI – Associazione Italiana Revisori Contabili and are registered in the special register (albo speciale) for auditing companies (società di revisione) provided for by article 161 of legislative decree No. 58 of 1998.

The Issuer's accounting reference date is 31 December in each year. The current financial period of the Issuer will end on 31 December 2007.

The following is the text of a report concerning the items included in the financial information relative to the Issuer as at 31 December 2006.

A08019169/2.1/03 Jul 2007 103

“To the Sole Director of

CASSA CENTRALE SECURITISATION S.r.l. (the “Company” or the “Issuer”)

Via Pontaccio, 10

20121 MILANO

ITALY

Dear Sirs,

We have audited the items included in the accompanying schedule of financial information of Cassa Centrale Securitisation S.r.l. as at 31 December 2006. This schedule of financial information has been prepared for inclusion in the Prospectus dated 3 July 2007 related to the € 233,600,000 Class A1 Asset Backed Floating Rate Notes due 2043 (the “Class A1 Notes”), the € 202,050,000 Class A2 Asset Backed Floating Rate Notes due 2043 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Class A Notes”), the € 17,500,000 Class B Asset Backed Floating Rate Notes due 2043 (the “Class B Notes” and, together with the Class A Notes, the “Senior Notes”), the € 178,000 Class C1 Asset Backed Floating Rate Notes due 2043 (the “Class C1 Notes”), the € 309,000 Class C2 Asset Backed Floating Rate Notes due 2043 (the “Class C2 Notes”), the € 479,000 Class C3 Asset Backed Floating Rate Notes due 2043 (the “Class C3 Notes”), the € 188,000 Class C4 Asset Backed Floating Rate Notes due 2043 (the “Class C4 Notes”), the € 315,000 Class C5 Asset Backed Floating Rate Notes due 2043 (the “Class C5 Notes”), the € 398,000 Class C6 Asset Backed Floating Rate Notes due 2043 (the “Class C6 Notes”), the € 258,000 Class C7 Asset Backed Floating Rate Notes due 2043 (the “Class C7 Notes”), the € 205,000 Class C8 Asset Backed Floating Rate Notes due 2043 (the “Class C8 Notes”), the € 306,000 Class C9 Asset Backed Floating Rate Notes due 2043 (the “Class C9 Notes”), the € 546,000 Class C10 Asset Backed Floating Rate Notes due 2043 (the “Class C10 Notes”), the € 203,000 Class C11 Asset Backed Floating Rate Notes due 2043 (the “Class C11 Notes”), the € 433,000 Class C12 Asset Backed Floating Rate Notes due 2043 (the “Class C12 Notes”), the € 176,000 Class C13 Asset Backed Floating Rate Notes due 2043 (the “Class C13 Notes”), the € 427,000 Class C14 Asset Backed Floating Rate Notes due 2043 (the “Class C14 Notes”), the € 324,000 Class C15 Asset Backed Floating Rate Notes due 2043 (the “Class C15 Notes”), the € 206,000 Class C16 Asset Backed Floating Rate Notes due 2043 (the “Class C16 Notes”), the € 880,000 Class C17 Asset Backed Floating Rate Notes due 2043 (the “Class C17 Notes”), the € 370,000 Class C18 Asset Backed Floating Rate Notes due 2043 (the “Class C18 Notes”), the € 264,000 Class C19 Asset Backed Floating Rate Notes due 2043 (the “Class C19 Notes”), the € 365,000 Class C20 Asset Backed Floating Rate Notes due 2043 (the “Class C20 Notes”), the € 215,000 Class C21 Asset Backed Floating Rate Notes due 2043 (the “Class C21 Notes”), the € 242,000 Class C22 Asset Backed Floating Rate Notes due 2043 (the “Class C22 Notes”), the € 581,000 Class C23 Asset Backed Floating Rate Notes due 2043 (the “Class C23 Notes”), the € 371,000 Class C24 Asset Backed Floating Rate Notes due 2043 (the “Class C24 Notes”), the € 321,000 Class C25 Asset Backed Floating Rate Notes due 2043 (the “Class C25 Notes”) and the € 224,000 Class C26 Asset Backed Floating Rate Notes due 2043 (the “Class C26 Notes” and, together with the Class C1 Notes, the Class C2 Notes, the Class C3 Notes, the Class C4 Notes, the Class C5 Notes, the Class C6 Notes, the Class C7 Notes, the Class C8 Notes, the Class C9 Notes, the Class C10 Notes, the Class C11 Notes, the Class C12 Notes, the Class C13 Notes, the Class C14 Notes, the Class C15 Notes, the Class C16 Notes, the Class C17 Notes, the Class C18 Notes, the Class C19 Notes, the Class C20 Notes, the Class C21 Notes, the Class C22 Notes, the Class C23 Notes, the Class C24 Notes, the Class C25 Notes and the Class C26 Notes, the “Junior Notes”, and, together with the Senior Notes, the “Notes”) to be issued by Cassa Centrale Securitisation S.r.l.. This financial information has been prepared on the basis described in Note 2.1 (Accounting Policy) for the period from July 27, 2006 to December 31, 2006. The financial information is the responsibility of the Company’s Sole Director. The Company is also responsible for the contents of the Prospectus in which this report is included. Our

A08019169/2.1/03 Jul 2007 104

responsibility is to express an opinion on the items included in the schedule of financial information based on our audit.

We conducted our audit in accordance with International Standards on Auditing applicable to reports on components of financial statements. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the schedule of financial information is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the schedule of financial information. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the items included in the accompanying schedule of financial information of Cassa Centrale Securitisation S.r.l. as of 31 December 2006 have been determined in accordance with the accounting principles generally accepted in Italy.

DELOITTE & TOUCHE S.p.A.

Paolo Coppola

Partner

Bologna, Italy,

July 2, 2007

1. FINANCIAL INFORMATION

BALANCE SHEET


Euro

Due from Banks 10,027

Share Capital 10,000


PROFIT AND LOSS


Euro

Interest income and similar income 27

Other operating expenses/income (683)

Extraordinary income 683


A08019169/2.1/03 Jul 2007 105

2. NOTES TO THE FINANCIAL INFORMATION

2.1 Accounting policy

The financial information set out above has been prepared under the historical cost convention and in accordance with applicable accounting principles in Italy.

The value of due from banks shown in the financial information, including the amount of contractual interests, is equal to their presumed realizable value.

Revenues and expenses are recorded on an accrual basis. In particular interest is recognised according to a time criterion that takes into account the actual yield.

2.2 Equity

The authorized equity capital of the Company is Euro 10,000.

3. OTHER INFORMATION

3.1 Registration

During the period, the Company has applied for and obtained registrations as follows:

• Companies' register of Milan with the number 05391370961;

• Italian Exchange Office (Ufficio Italiano dei Cambi) pursuant to article 106 of the Italian legislative decree No. 385 of 1 September 1993, with number 38591.

On 14 March, 2007 the Company applied for and on 22 June, 2007 obtained registration at Bank of Italy pursuant to article 107 of the Italian legislative decree No. 385 of 1 September 1993.

3.2 Trading activity

As detailed in other sections of the Prospectus, during the period from July 27, 2006 to December 31, 2006 the Company did not trade nor did it perform any securitization transaction.”

A08019169/2.1/03 Jul 2007 106

THE ORIGINATORS

1. CO-OPERATIVE CREDIT SYSTEM

1.1 The origin of the co-operative credit system

“Co-operative credit” (credito cooperativo) was invented in Germany by Friedrich Wilhelm Raiffeisen towards the second half of the nineteenth century. Italy immediately followed suit and by the end of the century about 1,000 Rural Banks for Co-operative Credit (Casse Rurali) had already been established throughout the whole country. The incorporation of the “Italian Federation of Rural Banks for Co-operative Credit” (Federazione Italiana delle Casse Rurali) (1905), which pooled them together, can be considered the turning point for the growth of local Co-operative Credit, which reached its peak with the establishment of the “Local Federations” (Federazioni Locali). The aim of the “Rural Banks for Co-operative Credit” was not only to grant credit to local farmers, storeowners and small craftsmen but also to improve shareholders’ financial, professional, moral and intellectual conditions. Given the deep impact the Rural Banks for Co-operative Credit had on local businesses, their social role become clear during the post-war period when their support turned out to be vital for the birth and development of small and medium sized enterprises.

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 Italian Consolidated Banking Act provides that shareholders cannot number less than 200 and must represent at least 50 per cent. 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 BCC

The main features of a BCC are as follows:

• they are local banks supporting families and businesses inside a defined area; • they are mutual-purpose, non profit-oriented banks which are supposed to use part of their net income for

charitable purposes; • 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.

The Co-operative Credit System, which includes 440 banks and 3,499 branches (as of Dec 31, 2005), involves a high number of human resources as shown in the following data:

• 776,000 shareholders; • 6,000 managers; • 4,000,000 customers; • 27,500 employees.

The BCCs’ network covers 4,000 towns (60 per cent. of the Italian Banking system). As of 31 December 2005, the BCCs recorded the following:

• a total deposits of EUR 105.5 billion; • a total lending of EUR 88.5 billion; • a shareholders’ equity of EUR 14.4 billion.

1.4 The Federations

A08019169/2.1/03 Jul 2007 107

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, Simcasse and Assimoco.

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. THE ORIGINATORS

A traditional banking activity:

All Originators have a very similar type of activity, except Cassa Centrale which has a larger activity spectrum due to its objective of being a central service provider.

Each Originator is active in the areas of traditional banking, as well as in more recent and innovative banking areas, with regards both private customers and businesses via its commercial network and virtual network, and within its geographical zone. In fact, in addition to its retail and commercial banking activities, the bank also offers a wide range of financial services and products to private individuals and corporations.

The products and services include ordinary and specialized deposit-taking and lending (short-, medium- and long-term), leasing and factoring, payment services (home banking, cash management, credit or debit cards), administration services for securities held in custody, brokerage services and corporate finance. Some of them are provided by specialized entities of the Cooperative Credit System like for example Banca Agrileasing S.p.A. for all financial leasing transactions.

Some of the Originators offer preferential rates on their loans to their shareholders which fall under a particular category (i.e. farmers, new businesses, teenagers, etc.), for investment or other purposes. In particular they usually have a close relationship with companies, some of which belong also to the cooperative movement, in order to provide services which could create additional value for the customer and for the bank.

List of the Originators:

2.1 Banca Alto Vicentino

2.2 Banca di Ancona

2.3 Banca Veneta 1896

2.4 Banca del Veneziano

2.5 Banca di Credito Cooperativo delle Prealpi

2.6 Cassa Rurale ed Artigiana “S. Giuseppe” Credito Cooperativo Camerano

2.7 Credito Cooperativo Cassa Rurale ed Artigiana di Lucinico Farra e Capriva

2.8 Banca di Credito Cooperativo di Marcon-Venezia

2.9 Cassa Rurale Alta Valdisole e Pejo

A08019169/2.1/03 Jul 2007 108

2.10 Cassa Rurale Alto Garda

2.11 Cassa Rurale Centrofiemme Cavalese

2.12 Cassa Rurale Centro Valsugana

2.13 Cassa Rurale Lavis – Valle di Cembra

2.14 Cassa Rurale di Mezzolombardo e San Michele all’Adige

2.15 Cassa Rurale Mori – Val di Gresta

2.16 Cassa Rurale di Pergine Banca di Credito Cooperativo

2.17 Banca di Cavola e Sassuolo

2.18 Cassa Rurale Pinzolo BCC Societa’ Cooperativa

2.19 Cassa Rurale di Rovereto

2.20 Cassa Rurale di Trento

2.21 Cassa Rurale di Tuenno – Val di Non BCC

2.22 Cassa Rurale della Valle dei Laghi BCC Societa’ Cooperativa

2.23 Cassa Rurale Valli di Primiero e Vanoi

2.24 Cassa Raiffeisen di Brunico Societa’ Cooperativa

2.25 Cassa Raiffeisen Merano

2.26 Cassa Raiffeisen della Valle Isarco Societa’ Cooperativa

2.1 Banca Alto Vicentino

Historical Background

Banca Alto Vicentino Credito Cooperativo Scpa - Schio (“BCC Alto Vicentino”) was created in 1896 as Cassa Rurale di prestiti di Monte Magre’ and it received it actual name in 2000. As of 31/12/2006, BCC Alto Vicentino had 1,436 shareholders.

The bank’s registered office is in Schio, Via Pista dei Veneti, 14 36015 – in the Province of Vicenza. The bank is based in the region of Veneto with 10 branches and it has 82 employees.

Organisation

BCC Alto Vicentino’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

A08019169/2.1/03 Jul 2007 109

Drago Domenico Chairman

Ruberti Silvio Vice Chairman

Benazzoli Roberto Director

Carta Alessandro Director

Meneghetti Massimo Director

Pegoraro Francesco Director

Ruaro Stefano Director

Rizzi Silvio Director

Toso Vincenzo Director

A08019169/2.1/03 Jul 2007 110

The Board of Statutory Auditors is composed of the following:

Board of Statutory Auditors

Salomoni Maurizio Chairman

De Rizzo Maria Grazia Auditor

Fabbian Fabio Auditor

Morelli Bruno Deputy Auditor

Stefenello Giancarlo Deputy Auditor

The organizational structure of BCC Alto Vicentino is set out in the diagram below:

Financial Highlights

The tables below set out the profits and losses and the assets of BCC Alto Vicentino over the past 3 years (accounts 2006 are provisional):

A08019169/2.1/03 Jul 2007 111

Balance Sheet

Amounts in Euro Thousand

€

31 Dec 2004 31 Dec 2005 31 Dec 2006

Assets

Cash 1,100 1,800 n/a

Due from banks 5,600 6,500 n/a

Loans 219,400 241,500 275,600

Bond and other securities 16,500 13,800 n/a

Total Assets 278,200 307,400 n/a

Liabilities

Due to banks

7,900

0

n/a

Securities issued 101,000 117,900 114,800

Shareholders funds 27,600 29,900 32,300

Total Liabilities 278,200 307,400 n/a

Profit and Loss Account


€

Interest margin 7,221 8,174

Financial margin 10,249 11,893

Administrative costs 8,034 8,617

Net income for the year 2,401 2,203

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005 31 Dec 2006

Defaults/Loans to clients 0.39 0.39 0.99

Capital/Loans to clients 0.06 0.06 0.06

ROE 7.74 7.99 6.82

2.2 Banca di Ancona


Banca di Ancona – Credito Cooperativo, (“BCC Ancona”) was created in 1901, and has grown over the years. As of 31/12/2006, BCC Ancona had 2,048 shareholders (2,042 and 1780 respectively in 2005 and 2004).

A08019169/2.1/03 Jul 2007 112

The bank’s registered office is in Ancona – Via Maggini – in the Marche Region.

It has 6 branches and 45 employees.

Organisation

BCC Ancona’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

Board of Directors

Mengascini Franco Chairman

Cingolani Sergio Vice Chairman

Pace Antonio Vice Chairman

Carota Italo Director

Marcucci Leonello Director

Schiaroli Augusto Director

Carbonari Giancarlo Director



Molinelli Ennio Chairman

Rossolini Carlo Auditor

Messina Elio Auditor

Remia Paolo Deputy Auditor

Cartuccia Marco Deputy Auditor

The organizational structure of Banca di Ancona is set out in the diagram below:

A08019169/2.1/03 Jul 2007 113

GENERAL MANAGEMENT

INTERNAL CONTROL

GENERAL SECRETARY

ORGANISATION

PRIVATE & CORPORATE

MARKETING DEPARTMENT

FINANCE DEPARTMENT

ACCOUNTING DEPARTMENT

LOAN & CREDIT

DEPARTMENT

RETAILNETWORK

GENERAL MANAGEMENT

INTERNAL CONTROL

GENERAL SECRETARY

ORGANISATION

PRIVATE & CORPORATE

MARKETING DEPARTMENT

FINANCE DEPARTMENT

ACCOUNTING DEPARTMENT

LOAN & CREDIT

DEPARTMENT

RETAILNETWORK

A08019169/2.1/03 Jul 2007 114


The tables below set out the profits and losses and the assets of BCC Ancona over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 31 Dec 2006

(estimate)

Assets

Cash 846 867 700

Due from banks 8,128 5,280 8,000

Loans 101,051 116,625 134,500

Bond and other securities 41,225 36,375 23,650

Total Assets 156,614 167,856 175,000

Liabilities

Debt to clients 100,595 104,970 103,200



Total Liabilities 156,614 167,856 175,000



€

Interest margin 4,484 4,750 5,450

Financial margin 6,428 6,862 7,590

Administrative costs 4,653 4,988 5,050

Net income for the year 869 855 1,200

A08019169/2.1/03 Jul 2007 115

Financial Ratios




ROE 6.88 5.44 7.12

2.3 Banca Veneta 1896 – Credito Cooperativo delle Province di Verona e Rovigo – Società Cooperativa (formerly Banca di Credito Cooperativo del Basso Veronese)


Banca Veneta 1896 – Credito Cooperativo delle Province di Verona e Rovigo – Società Cooperativa (formerly Banca di Credito Cooperativo del Basso Veronese), (“BCC Banca Veneta”) was created in 1896, and has grown over the years by incorporating several cooperative banks existing in the same area. As of 31/12/2006, BCC Banca Veneta had 1,119 shareholders (1,029 in 2005).

The bank ’s registered office is in Carpi di Villa Bartolomea, Largo Don Quirino Maestrello 12/14, in the Province of Verona in the Veneto Region. BCC Banca Veneta has 8 branches and 47 employees

Organisation

Banca Veneta’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

Masin Antonio Chairman

Daccordo Tiziano Vice Chairman

Bellinazzo Daniele Director

Betta Loris Director

Campesan Danilo Director

De Togni Remo Director

Gambalonga Ermenegildo Director

Montagnin Dario Director

Rodin Gianni Director

A08019169/2.1/03 Jul 2007 116



Giusti Susanna Chairman

Buchi Luigi Auditor

Ranzani Diego Auditor

Belluzzo Umberto Deputy Auditor

Bordoni Giordano Deputy Auditor

The organizational structure of Banca Veneta 1896 is set out in the diagram below:

A08019169/2.1/03 Jul 2007 117


The tables below set out the profits and losses and the assets of BCC Banca Veneta over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 31 Dec 2006

Assets

Cash 2,800 2,800 2,900

Due from banks 5,700 6,200 5,200

Loans 96,600 106,700 120,600


Total Assets 125,100 134,800 154,300

Liabilities

Due to banks 2,900 2,200 2,200






€




Extraordinary income 50 300

Net income for the year 700 1,000 500

A08019169/2.1/03 Jul 2007 118

Financial Ratios




ROE 5.78 8.06 3.76

2.4 Banca del Veneziano


Banca di Credito Cooperativo del Veneziano – Societa’ Cooperativa a Responsabilita’ Limitata (“BCC Veneziano”) originated from the merger in 1994 between Cassa Rurale ed Artigiana di Bojon di Campolongo Maggiore (incorporated in 1963) and Cassa Rurale ed Artigiana di Pramaggiore (incorporated in 1964). As of 31/12/2006, BCC Veneziano had 2,076 shareholders (1892 and 1928 respectively in 2004 and 2005).

The bank’s registered office is in Via Villa 147, Bojon di Campilongo Maggiore in the Province of Venezia within the Veneto Region. BCC Veneziano has 18 branches and 158 employees.

Organisation

BCC Veneziano’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

Piva Amedeo Chairman

Nardo Giorgio Vice Chairman

Moretto Luciano Vice Chairman

Codognotto Lionello Director

Griguolo Romeo Director

Massaro Romolo Director

Monetti Ildo Director

Sibilia Federico Director

Zanon Antonio Director

A08019169/2.1/03 Jul 2007 119



Zago Renato Chairman

Demo Leopoldo Auditor

Rubin Daniele Auditor

Mascheroni Emilio Deputy Auditor

Scapolo Claudio Deputy Auditor

The organizational structure of BCC Veneziano is set out in the diagram below:


A08019169/2.1/03 Jul 2007 120

The tables below set out the profits and losses and the assets of BCC Veneziano over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 2,101 2,351 2,381

Due from banks 11,846 14,041 11,886

Loans 461,898 521,005 515,532


Total Assets 577,439 663,717 691,599

Liabilities

Due to banks 6,242 2,628 4,937






€

Interest margin 18,798 20,568 10,949



Extraordinary income 426 577 141

Net income for the year 7,374 7.663 3.434

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005 30 Jun 2006



ROE 11.75 10.97 4.45

2.5 Banca di Credito Cooperativo delle Prealpi


A08019169/2.1/03 Jul 2007 121

Banca di Credito Cooperativo delle Prealpi, (“BCC Prealpi”) was created in 1963, and has grown over the years by incorporating several cooperative banks existing in the same area (Cassa Rurale di Revine Lago and Cassa Rurale di Montaner). As of 31/12/2006, BCC Prealpi had 3,247 shareholders from 2,781 in 2005.

The bank’s registered office is in Via Roma 57, Tarzo in the Province of Treviso in the Veneto Region. BCC Prealpi has 21 branches and 178 employees.

Organisation

BCC Prealpi’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 11 members which are currently as follows:

Board of Directors

De Martin Luigi Chairman

Salvador Flavio Vice Chairman

Pin Luciano Director

Antiga Carlo Director

De Luca Gian Paolo Director

Franceschet Roberto Director

Gallon Ennio Director

Introvigne Paolo Director

Tonin Roberto Director

Zanette Fausto Director

Zilio Aristide Director

A08019169/2.1/03 Jul 2007 122



Moschetta Angelo Chairman

Netto Carlo Alberto Auditor

Burubu’ Francesca Auditor

Spagnol Remo Deputy Auditor

Rossetti Gianbattista Deputy Auditor

A08019169/2.1/03 Jul 2007 123


The tables below set out the profits and losses and the assets of BCC Prealpi over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 38,005 38,044 n/a


Loans 733,476 794,025 n/a


Total Assets 1,014,600 1,077,907

Liabilities

Due to banks 86,448 61,001 n/a

Securities issued 273,002 313,114 n/a

Due to customers 733,476 794,025 n/a

Bonds 155,656 191,201 n/a

Total Liabilities 1,014,600 1,077,907



€

Interest margin 24,446 25,528 13,834



Extraordinary income -164 481 191

Net income for the year 12,973 14,892 7,044

A08019169/2.1/03 Jul 2007 124

Financial Ratios



Capital/Loans to clients 14.8 15.2 17

ROE 11.9 12.4 n/a

2.6 Cassa Rurale ed Artigiana “S. Giuseppe” - Camerano


Cassa Rurale ed Artigiana di Camerano, (“BCC Camerano”) was created in 1896, and has grown over the years. As of 31/12/2006, BCC Camerano had 661 shareholders (638 and 645 respectively in 2004 and 2005).

The bank’s registered office is in Via Mons. Donzelli 34/36 in Camerano in the Ancona Province within the Marche Region. BCC Camerano has 5 branches and 46 employees (3 high managers, 7intermediate managers and 36 employees).

Organisation

BCC Camerano’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

Botaluscio Carlo Chairman

Carloni Mario Vice Chairman

Bontempi Alessandro Director

Burattini Riccardo Director

Feliciani Franco Director

Girolomini Maurizio Director

Marra Leonardo Director

Roldi Alberto Director

Taccaliti Stefano Director

A08019169/2.1/03 Jul 2007 125



Civerchia Fortunato Chairman

Marchetti Danilo Auditor

Ramazzotti Andrea Auditor

Strologo Serena Deputy Auditor

Badiali Paolo Deputy Auditor

A08019169/2.1/03 Jul 2007 126


The tables below set out the profits and losses and the assets of BCC Camerano over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 1,479 1,190 922

Due from banks 4,902 5,348 7,677

Loans 115,141 120,534 128,489


Total Assets 180,558 184,672 187,387

Liabilities

Due to banks 1,712 510 5,521





Millions € Thousand €





Net income for the year 1,117 998 935

A08019169/2.1/03 Jul 2007 127

Financial Ratios


Defaults/Loans to clients


ROE 6.71 0.54 0.50

2.7 Credito Cooperativo Cassa Rurale ed Artigiana di Lucinico Farra e Capriva


Credito Cooperativo Cassa Rurale ed Artigiana di Lucinico Farra e Capriva Societa’ Cooperativa, (“BCC Lucinico”) was created in 1973 from the merger of three Cassa Rurale institutions: Lucinico, Farra and Capriva. As of 31/12/2006, BCC Lucinico had more than 2,600 shareholders.

The bank’s registered office is in Lucinico, via Visini, 2 (Gorizia). BCC Lucinico has 10 branches and 71 employees.

Organisation

BCC Lucinico’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 10 members which are currently as follows:

Board of Directors

Medeossi Renzo Chairman

Marangon Pietro Vice Chairman

Aiello Eugenio Director

Brumat Giuseppe Director

Cargnel Vinicio Director

Ermacora Pietro Director

Martinuzzi Umberto Director

Medeot Ariano & Graziano Directors

Menotti Giovanni Director

Vidoz Ezio Director

A08019169/2.1/03 Jul 2007 128



Piotrowski Alberto Chairman

Bigot Franco Auditor

Stecchina Livio Auditor

Lapovich Angelo Deputy Auditor

Perco Claudia Deputy Auditor

The organizational structure of BCC Lucinico is set out in the diagram below:

BUSINESS DEPARTM ENT CONTROL M ARKETING ORGANISATIO

N & SYSTEM S

Branches RISK

Development AUDIT

Loan Service

Securities & Treasury

M ANAGEM ENT DEPARTM ENT

GENERAL SECRETARY

Accounting

BOARD OF DIRECTORS

Securities administration

A08019169/2.1/03 Jul 2007 129


The tables below set out the profits and losses and the assets of BCC Lucinico Farra e Capriva over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005 31 Dec 2006

Assets

Cash 1,315 1,308 n/a


Loans 170,511 185,834 n/a


Total Assets 241,520 268,546

Liabilities

Due to banks 669 2,921 n/a

Securities issued 55,597 67,560 n/a

Shareholders funds 31,797 33,417 n/a

Total Liabilities 241,520 268,546 n/a



€

Interest margin 6,317 6,652 n/a

Financial margin 9,541 9,920 n/a

Administrative costs 7,219 7,534 n/a

Extraordinary income 77 356 n/a

Net income for the year 2,256 2,486 n/a

A08019169/2.1/03 Jul 2007 130

Financial Ratios


Defaults/Loans to clients 0.61 0.54 n/a

Capital/Loans to clients 19.90 19.20 n/a

ROE 7.10 7.44 n/a

2.8 Banca di Credito Cooperativo di Marcon-Venezia


Banca di Credito Cooperativo di Marcon-Venezia (“BCC Marcon”) was founded in 1974.

The bank’s registered office is in Piazza Municipio 22, Marcon (Venezia). The bank is based in the region of Veneto with 10 branches and 70 employees.

There has been a constant market increase in the number of shareholders in the past years, from 638 in 2000 to 963 at the end of 2004.

Organisation

BCC Marcon’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

Board of Directors

Ceolin Carlo Chairman

Borgia Francesco Vice Chairman

Battagia Mario Director

Chinellato Caterino Director

Chinellato Rino Director

Passador Franco Director

Quaggio Claudio Director

A08019169/2.1/03 Jul 2007 131



Ena Giantonio Chairman

Rossetto Luigino Auditor

Tagliaro Flavia Auditor

The organizational structure of BCC Marcon is set out in the diagram below:

A08019169/2.1/03 Jul 2007 132


The tables below set out the profits and losses and the assets of BCC Marcon over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 1,218 1,179 1,174

Due from banks 12,562 9,716 19,841

Loans 220,204 149,253 247,268


Total Assets 274,698 303,778 323,069

Liabilities

Due to banks 926 1,252 582






€



Costs of management 8,195 9,643 5.135

Administrative costs 60 0 n/a

Extraordinary income 348 1,167 n/a


A08019169/2.1/03 Jul 2007 133

Financial Ratios




ROE 12.84 15.87 8.84

2.9 Cassa Rurale Alta Valdisole e Pejo


Cassa Rurale Alta Valdisole e Pejo – Banca di Credito Cooperativo – Società Cooperativa (“BCC Alta Valdisole”) was created on November 26, 2001 following the merger of three BCCs (Cassa Rurale Centro Valdisole, Cassa Rurale Pejo Ossana and Cassa Rurale di Vermiglio). As of 31/12/2006, BCC Alta Valdisole had 2,468 shareholders.

The bank’s headquarters are located in Via IV novembre, 56, Mezzana, in the Province of Trento and in the region of Trentino Alto Adige.

Organisation

BCC Alta Valdisole’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 14 members which are currently as follows:

A08019169/2.1/03 Jul 2007 134

Board of Directors

Menghini Romedio Chairman

Dell’Eva Marco Deputy Vice Chairman

Stefanolli Renato Vice Chairman

Brusaferri Attilio Director

Costanzi Diego Director

Dalla Torre Maurizio Director

Dell’Eva Roberto Director

Largaiolli Livio Director

Mariotti Renato Director

Merli Graziano Director

Panizza Sergio Director

Paternoster Bruno Director

Podetti Rino Director

Rossi Luciano Director



Battistini Felice Chairman

Slucca Mario Auditor

Stablum Giordano Auditor

Martinelli Ezio Deputy Auditor

Dalla Torre Giannetto Deputy Auditor

A08019169/2.1/03 Jul 2007 135

The organizational structure of BCC Alta Valdisole is set out in the diagram below:

AM M INISTRATION LOAN AND CREDIT FINANCE SECRETARY

ACCOUNTING LOAN M ANAGEM ENT

TREASURY LITIGATION

BRANCHES

ORGANISATION AND CONTROL

CreditCommittee

BUSINESS DEPARTM ENT

M anagement Committee

General Management

Finance Committee

A08019169/2.1/03 Jul 2007 136


The tables below set out the profits and losses and the assets of BCC Alta Valdisole over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 31 Dec 2006

Assets

Cash 4,483 5,062 3,243

Due from banks 22,592 19,625 13,488

Loans 174,615 185,147 211,251


Total Assets 242,050 251,570 240,364

Liabilities

Due to banks 2,847 1,553 1,450






€






A08019169/2.1/03 Jul 2007 137

Financial Ratios




ROE 3.18 1.75 3.66

2.10 Cassa Rurale Alto Garda


Cassa Rurale Alto Garda - Banca di Credito Cooperativo - Società Cooperativa, (“BCC Alto Garda”) was created recently following the merger of Cassa Rurale di Arco and Credito Cooperativo dell’Altogarda. As of 31/12/2006, BCC Alto Garda had 4,219 shareholders and 154 employees.

The bank’s registered office is in Viale delle Magnolie 1, 38062 Arco in the province of Trento and in the region of Trentino Alto Adige.

Organisation

BCC Alto Garda’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 18 members which are currently as follows:

A08019169/2.1/03 Jul 2007 138

Board of Directors

Modena Marco Chairman

Marcabruni Gianni Vice Chairman

Carloni Dario Director

Avancini Angelo Director

Toccoli Tullio Director

Parisi Enrico Director

Guella Silvia Director

Giovanazzi Riccardo Director

Bertoldi Renato Director

Grazioli Matteo Director

Bonora Anna Director

Zanoni Fausto Director

Maino Alberto Director

Maino Gianluigi Director

Moiola Flavio Director

Rigatti Elia Director

Vicentini Giovanni Director

Vivaldelli Stefano Director

A08019169/2.1/03 Jul 2007 139



Zampiccoli Enzo Chairman

Zambotti Michela Auditor

Bresciani Leonardo Auditor

Malossini Marcello Deputy Auditor

Di Fabio Luigino Deputy Auditor

The organizational structure of BCC Alto Garda is set out in the diagram below:

PIANIFICATIONMANAGEMENT CONTROL

GESTIONEDEL PERSONALE

MARKETING

COMMERCIAL NETWORK

AdministrationLitigation

CREDIT DEPARTMENT

Treasury AdministrationSecurities

FINANCE DEPARTMENT

Administration Systems

Accounting

ORGANISATION

DIREZIONEGENERALE

AUDIT & RISK CONTROL

Branches

PIANIFICATIONMANAGEMENT CONTROL

GESTIONEDEL PERSONALE

MARKETING

COMMERCIAL NETWORK

AdministrationLitigation

CREDIT DEPARTMENT

Treasury AdministrationSecurities

FINANCE DEPARTMENT

Administration Systems

Accounting

ORGANISATION

DIREZIONEGENERALE

AUDIT & RISK CONTROL

Branches

A08019169/2.1/03 Jul 2007 140


The tables below set out the profits and losses and the assets of BCC Alto Garda over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 5,370 5,700 6,420

Due from banks 29,990 17,910 14,660

Loans 536,900 571,570 594,190


Total Assets 693,450 720,580

Liabilities

Due to banks 2,610 1,870 2,390



Total Liabilities 693,450 720,580



€

Interest margin 16,510 16,510 18,580



Extraordinary income 110 2,720 560


A08019169/2.1/03 Jul 2007 141

Financial Ratios




ROE 4 3.18 8.92

2.11 Cassa Rurale Centrofiemme Cavalese


Cassa Rurale Centrofiemme – Cavalese – Banca di Credito Cooperativo – Società Cooperativa, (“BCC Centrofiemme”) is the result of the merger of Cassa Rurale di Cavalese, founded in 1923, and of Cassa Rurale di Carano, founded in 1921. As of 31/12/2005, BCC Centrofiemme had 1,700 shareholders (1545 in 2002).

The bank’s registered office is in Piazza Cesare Battisti 12, 38033 Cavalese in the province of Trento. Based in the region of Trentino Alto Adige, the bank had 27 employees as of December 31, 2006.

Organisation

BCC Centrofiemme’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 12 members which are currently as follows:

A08019169/2.1/03 Jul 2007 142

Board of Directors

TRETTEL GIOVANNI Chairman

CEOL FRANCO Vice Chairman

MISCONEL MARCO Director

TOMASI MAURO Director

BRAITO PATRIZIA Director

DAGOSTIN SERGIO Director

DEGIAMPIETRO ANGELO Director

LANTSCHNER MICHAEL Director

GILMOZZI PAOLO Director

FRANZELIN JOSEF Director

TRETTEL MAURO Director

VARESCO ALFREDO Director



SONTACCHI GIANCARLO Chairman

ZORZI GIORGIO Auditor

DALPRA’ GIORGIO Auditor

VESCOLI MICHAEL Deputy Auditor

NARDIN GIORGIO Deputy Auditor

A08019169/2.1/03 Jul 2007 143


The tables below set out the profits and losses and the assets of BCC Centrofiemme over the past 2 years (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 0 0

Due from banks 15,232 7,219

Loans 100,475 111,273

Bond and other securities 14,044 12,266

Total Assets 141,379 147,207

Liabilities

Due to banks 364 363 Securities issued 116,200 122,614

Shareholders funds 16,308 17,351




€


Financial margin 59 69


Extraordinary income 1,003 283


A08019169/2.1/03 Jul 2007 144

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005

Defaults/Loans to clients

Capital/Loans to clients 0.04 0.04

ROE 0.78 2.05

2.12 Cassa Rurale Centro Valsugana


Cassa Rurale Centro Valsugana di Spera – Strigno – Telve– Cassa Rurale – Società Cooperativa, (“BCC Centro Valsugana”) was created in June 2002 via the merger between Cassa Rurale di Strigno e Spera and Cassa Rurale di Telve. As of 31/12/2006, BCC Centro Valsugana had 1,589 shareholders (1,345 in 2004).

The bank’s registered office is in Via Castel Rotto 8, 38059 Strigno in the province of Trento (Region Trentino Alto Adige), and had 27 employees as of December 31, 2005

Organisation

BCC Centro Valsugana’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 14 members which are currently as follows:

A08019169/2.1/03 Jul 2007 145

Board of Directors

Cescato Renzo Chairman

Ferrai Rinaldo Deputy Vice Chairman

Tessaro Ezio Vice Chairman

Ferrari Paolo Director

Tomaselli Aldo Director

Burlon Lorenza Director

Battisti Marco Director

Capra Romano Director

Trentinaglia Gioacchino Director

Romagna Fulvio Director

Purin Dario Director

Sandri Corrado Director

Zanetti Nerino Director

Samonati Santo Giuseppe Director



Capra Luciano Chairman

Zanghellini Enzo Auditor

Tomaselli Fulvio Auditor

Bordato Aldo Deputy Auditor

Battisti Quarto Deputy Auditor

A08019169/2.1/03 Jul 2007 146


The tables below set out the profits and losses and the assets of BCC Centro Valsugana over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 767 682


Loans 82,020 100,802


Total Assets 130,296 143,627

Liabilities

Due to banks 62,753 67,334 Securities issued 43,726 52,323





€



Administrative costs 357 421


Net income for the year 800 1,022

A08019169/2.1/03 Jul 2007 147

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005

Defaults/Loans to clients 1.86 1.45


ROE 4.71 5.77

2.13 Cassa Rurale Lavis – Valle di Cembra


Cassa Rurale di Lavis Valle di Cembra – Società Cooperativa (“BCC Lavis”) was the result in 2002 of the merger of three cooperative banks (Cassa Rurale di Lavis, Casse Rurale di Albiano e Alta Val di Cembra and Cassa Rurale di Pressano). As of 31/12/2006, BCC Lavis had 4,053 shareholders and 98 employees.

The bank’s registered office is in Via Rosmini 61, 38015 Lavis in the autonomous province of Trento (region Trentino Alto Adige).

Organisation

BCC Lavis’ operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 14 members which are currently as follows:

A08019169/2.1/03 Jul 2007 148

Board of Directors

VILLOTTI ERMANNO Chairman

FONTANA DANILO Vice Chairman

ANDREATTA MARCO Director

BALDESSARI WALTER Director

CHISTE’ GIORGIO Director

FEDRIZZI GINO Director

GARZETTI ALFIO Director

NARDIN ALBERTO Director

ODORIZZI SERGIO Director

PAOLAT BRUNO Director

PEDOT ELDA LUCIA Director

PISONI LUCIANO Director

ROSA MARCELLO Director

SCUDIERO MARIO Director



MOSER MICHELE Chairman

GILLI PIERINO Auditor

MIORI GIORGIO Auditor

TOSOLINI ENZO Deputy Auditor

TABARELLI MICHELA Deputy Auditor

A08019169/2.1/03 Jul 2007 149

The organizational structure of BCC Lavis is set out in the diagram below:

ORGANISATION AND SYSTEM S

LOAN AND CREDIT FINANCE SECRETARY

LOAN M ANAGEM ENT

LITIGATION

BOARD OF DIRECTORS

HUM AN RESOURCES

BRANCHES

A D M IN IST R A T ION

M ARKETING


RISK CONTROL

A08019169/2.1/03 Jul 2007 150


The tables below set out the profits and losses and the assets of BCC Lavis over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 3,624 3,360


Loans 390,069 446,924


Total Assets 494,413 534,311

Liabilities






€




Extraordinary income 117 1,749


A08019169/2.1/03 Jul 2007 151

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 8.80 11.51

2.14 Cassa Rurale di Mezzolombardo e San Michele all’Adige


Cassa Rurale di Mezzolombardo e San Michele all’Adige - Banca di Credito Cooperativo – Società Cooperativa (“BCC Mezzolombardo”) resulted in 1994 from the merger of Cassa Rurale di Mezzolombardo and Cassa Rurale di San Michele all’Adige. As of 31/12/2006, BCC Mezzolombardo had 1,494 shareholders and 30 employees.

The bank’s registered office is in Corso del Popolo 22, 38017 Mezzolombardo in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Mezzolombardo’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

Mendini Mauro Chairman

Moresco Danilo Vice Chairman

Bragagna Sergio Director

Viola Stefano Director

Filippi Giovanni Director

Plotegher Marco Director

Speranza Angelo Director

Reich Paolo Director

Zeni Roberto Director

A08019169/2.1/03 Jul 2007 152



Sebastiani Franco Chairman

Battocletti Enrico Auditor

Tait Paolo Auditor

Tait Ernesto Deputy Auditor

Mover Rinaldo Deputy Auditor

A08019169/2.1/03 Jul 2007 153


The tables below set out the profits and losses and the assets of BCC Mezzolombard over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 99,800 113,380

Loans 10,580 11,338


Total Assets 128,238 142,780

Liabilities

Due to banks

Securities issued





€





Net income for the year 497 658

A08019169/2.1/03 Jul 2007 154

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005

Defaults/Loans to clients n/a n/a

Capital/Loans to clients n/a n/a

ROE n/a n/a

2.15 Cassa Rurale Mori – Val di Gresta


Cassa Rurale Mori – Val di Gresta – Banca di Credito Cooperativo – Società Cooperativa (“BCC Mori”) resulted from the merger of Cassa Rurale di Mori and Cassa Rurale della Valle di Gresta. As of 31/12/2005, BCC Mori had 1,501 shareholders and 30 employees.

The bank’s registered office is in Via Marconi 4, 38065 Mori in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Mori’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

BONA ERMAN Chairman

CIMONETTI STEFANO Vice Chairman

CHIZZOLA VIRGINIO Director

GOBBI FRANCO Director

POLI FABIO Director

STERNI CORRADO Director

GIRARDELLI LORENZO Director

BIANCHI ROBERTO Director

GELMINI GABRIELE Director

A08019169/2.1/03 Jul 2007 155



CHIZZOLA SILVANA Chairman

CIAGHI MARCO Auditor

CIMONETTI MAURO Auditor

TRANQUILLINI FILIPPO Deputy Auditor

A08019169/2.1/03 Jul 2007 156


The tables below set out the profits and losses and the assets of BCC Mori over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 June 2006

Assets

Cash 1,000 1,000 1,000

Due from banks 15,000 18,000 5,000

Loans 149,000 169,000 180,000


Total Assets 199,000 220,000 242,000

Liabilities

Due to banks 1,000 1,000 1,000






€


Financial margin 1,593 1,631 801


Extraordinary income 0 1,366 -1


A08019169/2.1/03 Jul 2007 157

Financial Ratios




ROE 6.23 7.79 3.93

2.16 Cassa Rurale di Pergine


Cassa Rurale di Pergine Banca di Credito Cooperativo – Società Cooperativa, (“BCC Pergine”) was created in 1920, and has grown over the years by incorporating several cooperative banks existing in the same area. As of 31/12/2006, C.R. Pergine had 2,828 shareholders (1923 and 2454 respectively in 2001 and 2003), and 95 employees.

The bank’s registered office is in Pergine Valsugana - piazza Gavazzi 5 in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Pergine’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 9 members which are currently as follows:

Board of Directors

Franco Senesi Chairman

Flavio Eccher Vice Chairman

Luca Bampi Director

Giancarlo Bortolamedi Director

Claudio Dalcolmo Director

Franco Dellai Director

Giuliano Eccher Director

Lino Vicentini Director

Stefano Zampedri Director

A08019169/2.1/03 Jul 2007 158



Aldo Laner Chairman

Paolo Beber Auditor

Giulio Dalmaso Auditor

Franco Anesi Deputy Auditor

Marcello Bolech Deputy Auditor

The organizational structure of BCC Pergine is set out in the diagram below:

GENERAL MANAGEMENT

CONTROL

BUSINESS DIVISION RESOURCES & SERVICES DIVISION

LOAN DEPARTMENT

FINANCE & DEVELOPMENT

ADMINISTRATION ORGANISATION

Companies

Loan Management

FINANCIAL SERVICES

MARKET & DEVELOPMENT

Credit control

Negotiation

Private Banking

Commercial Network

Branches

A08019169/2.1/03 Jul 2007 159


The tables below set out the profits and losses and the assets of C.R. Pergine over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet Amounts in Euro Thousand

€ 31 Dec 2004 31 Dec 2005

Assets Cash 2,135 2,897 Due from banks 19,525 16,262 Loans 366,510 409,704 Bond and other securities 77,030 74,070 Total Assets 465,200 502,933 Liabilities Due to banks 4,983 536 Securities issued 134,032 178,051 Shareholders funds 73,754 76,371 Other 252,431 239,311 Total Liabilities 465,200 494,269

Profit and Loss Account Amounts in Euro Thousand

€

Interest margin 10,745 9,988 Financial margin 15,575 15,390 Administrative costs - 9,234 - 8,845 Extraordinary income 141 72 Net income for the year 8,310 9,360

A08019169/2.1/03 Jul 2007 160

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 4.65 5.7

2.17 Banca di Cavola e Sassuolo


Banca di Cavola e Sassuolo - Credito Cooperativo (formerly Cassa Rurale ed Artigiana di Cavola) was created in 1982 (“BCC Cavola e Sassuolo”). As of 31/12/2006, BCC Cavola e Sassuolo had 2,393 shareholders and 62 employees

The bank’s registered office is in Via Verdi 1, Cavola di Toano in the region Emilia.

Organisation

BCC Cavola e Sassuolo operating structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

SCALABRINI SILVIO Chairman

BORGONOVI ERMES NICODEMO Vice Chairman

BARONI ATOS Director

LEANDRI SERGIO Director

MARGINI ANDREA Director

BELLUCCI ALDO LUCIANO Director

MARAZZI LUIGI Director

Board of Directors

A08019169/2.1/03 Jul 2007 161



TRENTI dr. GIORGIO Chairman

GIOVANARDI dr. STEFANO Auditor

BERNARDI dr.ssa LINDA Auditor

The organizational structure of BCC Cavola e Sassuolo is set out in the diagram below:

Board of Directors

Internal Audit

d i

Direzione Generale Risk control Regulatory

Controllo Andamentale

Commercial business Administration

Organisation

Controllo di Gestione

Developpement Secretary Analysis

General Secretary

Commercial network

General Accounting

Tax Dept Others

Loan Department

Human Resources Dpt

A08019169/2.1/03 Jul 2007 162


The tables below set out the profits and losses and the assets of t-he BCC Cavola e Sassuolo over 2004 and 2005 (2006 accounts not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 4,368 6,135


Loans 166,788 188,007


Total Assets 244,549 265,857

Liabilities






€






A08019169/2.1/03 Jul 2007 163

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 6.82 7.80

2.18 Cassa Rurale Pinzolo


Cassa Rurale di Pinzolo – Banca di Credito Cooperativo – Società Cooperativa (“BCC Pinzolo”) was founded in 1895. As of 31/12/2006, BCC Pinzolo had 1,790 shareholders and 29 employees.

The bank’s registered office is in Via Marconi 2, 38086 Pinzolo in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Pinzolo’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

Board of Directors

Simoni Roberto Chairman

Ballardini dottor Albert Vice Chairman

Binelli dottor Lucio Director

Ferrari Sergio Director

Lavezzari Oscar Director

Maturi ing. Riccardo Director

Pederzolli rag. Luca Director

A08019169/2.1/03 Jul 2007 164



Aldrighetti rag. Fausto Chairman

Maturi rag. Rosa Auditor

Pizzini Disma Auditor

Buccella Ivano Deputy Auditor

Maganzini Felice Deputy Auditor

A08019169/2.1/03 Jul 2007 165


The tables below set out the profits and losses and the assets of BCC Pinzolo over 2004 and 2005 (2006 accounts not yet available).

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 1,708 1,755


Loans 101,776 110,173


Total Assets 151,970 158,168

Liabilities






€




Extraordinary income 1,110 -48


A08019169/2.1/03 Jul 2007 166

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 5.85 7.11

2.19 Cassa Rurale di Rovereto


Cassa Rurale di Rovereto - Banca di Credito Cooperativo - Società Cooperativa (“BCC Rovereto”) was created on June 10, 2002 following the merger of Cassa Rurale di Rovereto and Cassa Rurale della Vallarsa. As of 31/12/2005, BCC Rovereto had 2,236 shareholders and 130 employees.

The bank’s registered office is in Via Manzoni 1, 38068 Rovereto in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Rovereto’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 8 members which are currently as follows:

Board of Directors

Marega dott. Paolo Chairman

Piazzini cav. Silvano Vice Chairman

Angheben Lucio Director

Bertolini Giuseppe Director

Manica rag. Emilio Director

Micheli rag. Claudio Director

Moiola rag. Paolo Director

Nicolodi Valter Director

A08019169/2.1/03 Jul 2007 167



Conzatti dott. Mauro Chairman

Fiorini dott. Giorgio Auditor

Giovanelli rag. Giorgio Auditor

Manzana dott. Giacomo Deputy Auditor

Maistri dott. Saudo Deputy Auditor

The organizational structure of BCC Rovereto is set out in the diagram below:

ORGANISATION AND SYSTEM S

LOAN AND CREDIT FINANCE GENERAL

SECRETARY

LOAN M ANAGEM ENT TREASURY

LITIGATION SECURITIES

Commercial

Retail Branches

A D M IN IST R A T ION

M ARKETING


RISK CONTROL

BOARD OF DIRECTORS

HUM AN RESOURCES

A08019169/2.1/03 Jul 2007 168


The tables below set out the profits and losses and the assets of BCC Rovereto over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 6,671 6,340 5,340

Due from banks 11,566 9,746 10,609

Loans 463,722 525,107 514,643 *


Total Assets 598,648 663,547 655,251

Liabilities

Due to banks 13,723 25,020 37,689






€






* net of securitization credits

A08019169/2.1/03 Jul 2007 169

Financial Ratios




ROE 3.9 4.1 2.1

** six-month period (annual level : 4.3%)

2.20 Cassa Rurale di Trento


Cassa Rurale di Trento – Banca di Credito Cooperativo – Società Cooperativa (“BCC Trento”) is the result of 2 successive mergers (the first one between BCC di Povo and BCC di Vigo Cortesano, and thereafter with Cassa Rurale di Villazzano e Trento). As of 31/12/2006, BCC Trento had 7,712 shareholders and 213 employees.

The bank’s registered office is in Via Rodolfo Belenzani 6, 38100 Trento in the region Trentino Alto Adige.

Organisation

BCC Trento’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 13 members which are currently as follows:

A08019169/2.1/03 Jul 2007 170

Board of Directors

Fracalossi Giorgio Chairman

n/a Deputy Vice Chairman

Dallaserra Renzo Vice Chairman

Bonazza Renzo Director

Bortolotti Alessandro Director

Carlin Silvio Director

Grisenti Tullio Director

Gozzer Franco Director

Imperadori Fernando Luciano Director

Marchesoni Bruna Director

Menestrina Sandro Director

Merz Giovanni Director

Stenico Italo Director

Trentini Adriano Director



Sassudelli Wilma Chairman

Frizzi Massimo Auditor

Marchi Giovanni Auditor

Condini Marcello Deputy Auditor

Pederiva Ottavio Deputy Auditor

A08019169/2.1/03 Jul 2007 171

The organizational structure of BCC Trento is set out in the diagram below:

BOARD OF DIRECTORS

Executiuve Committee

Finance Committee

General Secretary

Resources & Development

Control & Audit

ADMINSTRATION& SUPPORT

LOAN & CREDIT DIVISION

BUSINESS DIVISON

Management Committee

BOARD OF DIRECTORS

Executiuve Committee

Finance Committee

General Secretary

Resources & Development

Control & Audit

ADMINSTRATION& SUPPORT

LOAN & CREDIT DIVISION

BUSINESS DIVISON

Management Committee

A08019169/2.1/03 Jul 2007 172


The tables below set out the profits and losses and the assets of BCC Trento over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 4,000 5,000 4,000

Due from banks 67,000 93,000 65,000

Loans 608,000 659,000 692,000


Total Assets 831,000 922,000 1,023,000

Liabilities

Due to banks 600 300 300



Total Liabilities 831,000 922,000 1,023,000



€

Interest margin 20,000 20,300 10,800



Extraordinary income -300 8,900 80


A08019169/2.1/03 Jul 2007 173

Financial Ratios




ROE 5.21 6.34 3.68

2.21 Cassa Rurale di Tuenno – Val di Non


Cassa Rurale di Tuenno – Val di Non – Banca di Credito Cooperativo – Società Cooperativa (“BCC Tuenno”) is issued from several mergers with similar rural cooperative banks located in the same area (for example Cassa Rurale di Flavon and Cassa Rurale di Campodenno). As of 31/12/2006, BCC Tuenno had 3,702 shareholders and 74 employees.

The bank’s registered office is in Piazza Liberazione 20 38019 Tuenno in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Tuenno’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 14 members which are currently as follows:

A08019169/2.1/03 Jul 2007 174

Board of Directors

Luigi Cristoforetti Chairman

Marco Pinamonti Vice Chairman

Gasperetti Giovanni Director

Tolotti Federico Director

Leonardi Pompeo Director

Iob Sergio Director

Menapace Angelo Director

Fondriest Adriano Director

Menapace Ivo Director

Giovannini Sergio Director

Cattani Italo Director

Sicher Maurizio Director

Zadra Gianni Director

Martinelli Claudio Director



Barbacovi Giorgio Chairman

Miclet Arnaldo Auditor

Gentil Patrizia Auditor

Quaresima Giulio Deputy Auditor

Branz Sergio Deputy Auditor

A08019169/2.1/03 Jul 2007 175

The organizational structure of BCC Tuenno is set out in the diagram below:

BOARD OF DIRECTORS

Credit Committee

Finance Committee

General Secretary

Human Resources

Internal Control

ADMINSTRATION FINANCE BUSINESS

Organisation

Branches

Loan Department

Systems&Procedures

Accounting

BOARD OF DIRECTORS

Credit Committee

Finance Committee

General Secretary

Human Resources

Internal Control

ADMINSTRATION FINANCE BUSINESS

Organisation

Branches

Loan Department

Systems&Procedures

Accounting

A08019169/2.1/03 Jul 2007 176


The tables below set out the profits and losses and the assets of BCC Tuenno over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 2,774 2,097


Loans 249,419 274,658


Total Assets 355,618 371,601

Liabilities






€






A08019169/2.1/03 Jul 2007 177

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 8.05 8.45

2.22 Cassa Rurale della Valle dei Laghi


Cassa Rurale della Valle dei Laghi - Banca di Credito Cooperativo - Società Cooperativa (“BCC Valle dei Laghi”) was created in 1897. As of 31/12/2006, BCC Valle dei Laghi had 3,618 shareholders and 52 employees.

The bank’s registered office is in Via Nazionale 7, 38070 Padergnone in the province of Trento (Trentino Alto-Adige)

Organisation

BCC Valle dei Laghi’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 14 members which are currently as follows:

A08019169/2.1/03 Jul 2007 178

Board of Directors

PISONI ELIO Chairman

CHISTE’ GIOVANNI Vice Chairman

BOLOGNANI CLAUDIO Director

BOMBARDELLI ONORIO Director

BRESSAN DARIA Director

CATTONI WALTER Director

DEFANT AUGUSTO Director

FAES DANIELE Director

PISONI ENZO Director

POLI ALESSANDRO Director

RICCI ADRIANO Director

SOMMADOSSI LUCA Director

TONINA OSVALDO Director

VERONES MAURO Director



PAISSAN ROMINA Chairman

BASSETTI EDO Auditor

ZANELLA GIANNI Auditor

RUABEN MARIOLINO Deputy Auditor

TONELLI GUALTIERO Deputy Auditor

A08019169/2.1/03 Jul 2007 179

The organisational structure of BCC Valle dei Laghi is set out in the diagram below:

BOARD OF DIRECTORS

Executive Committee

General Secretary

Finance Committee

LOAN & CREDIT Dpt FINANCE MARKETING/COMMERCIAL

Organisation / Risk Control

BOARD OF DIRECTORS

Executive Committee

General Secretary

Finance Committee

LOAN & CREDIT Dpt FINANCE MARKETING/COMMERCIAL

Organisation / Risk Control

A08019169/2.1/03 Jul 2007 180


The tables below set out the profits and losses and the assets of BCC Valle dei Laghi over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 1,907 2,475


Loans 202,288 220,913


Total Assets 217,138 242,194

Liabilities


Shareholders funds 30,630 32,171 Other




€


Intermediation margin 7,843 8,444

Operating costs 5,164 5,430

Amortization 1,089 613

Extraordinary income 75 1,919


A08019169/2.1/03 Jul 2007 181

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 3.55 5.80

2.23 Cassa Rurale Valli di Primiero e Vanoi


Cassa Rurale Valli Di Primiero e Vanoi – Banca di Credito Cooperativo – Società Cooperativa (“BCC Valli di Primiero”) was the result of the merger in 2000 of three cooperative banks. As of 31/12/2006, BCC Valli di Primiero had 2,776 shareholders and 63 employees.

The bank’s registered office is Via Risorgimento, 5, 38054 Transacqua in the province of Trento (region Trentino Alto Adige).

Organisation

BCC Valli di Primiero’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 15 members which are currently as follows:

Board of Directors

BRUNET BRUNO Chairman

GRISOTTO MARIANO Deputy Vice Chairman

ROMAGNA SAMUELE Vice Chairman

BETTEGA DENNI Director

CEMIN PETER NICOLA Director

DEBERTOLIS GUIDO Director

DEBERTOLIS LORENZO Director

RATTIN CARLO Director

ZUGLIANI LUGA Director

A08019169/2.1/03 Jul 2007 182



BONELLI MAURIZIO Chairman

BOND ANTONIO Auditor

ORSEGA RENZO Auditor

CASTELLAZ MARINO Deputy Auditor

SCALET GIOVANNI Deputy Auditor

The organizational structure of BCC Valli di Primiero is set out in the diagram below:

BOARD OF DIRECTORS

General Secretary

Organisation & HumanResources

LOAN & CREDIT DEPARTMENT

FINANCE DEPARTMENT

BUSINESSDEPARTMENT

Risk Control & Internal Audit

ADMINISTRATION DEPARTMENT

Branches

BOARD OF DIRECTORS

General Secretary

Organisation & HumanResources


FINANCE DEPARTMENT

BUSINESSDEPARTMENT

Risk Control & Internal Audit

ADMINISTRATION DEPARTMENT

Branches

A08019169/2.1/03 Jul 2007 183


The tables below set out the profits and losses and the assets of BCC Valli di Primiero over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 31 Dec 2006

(estimate)

Assets

Cash 2,100 2,300 2,800

Due from banks 26,800 13,700 10,000

Loans 190,600 214,000 237,400


Total Assets 275,200 291,200 312,600

Liabilities

Due to banks 1,600 1,600 1,400






€




Extraordinary income 0,600 400 500

Net income for the year 1,400 2,100 300

A08019169/2.1/03 Jul 2007 184

Financial Ratios



Capital/Loans to clients 14.6 13.6 13

ROE 5 7.2 9.7

2.24 Cassa Raiffeisen di Brunico


Cassa Raiffeisen di Brunico Società Cooperativa (“Cassa Raiffeisen Brunico”) was created on June 6, 1973 following the merger of Cassa Rurale di San Lorenzo, Cassa Rurale di rasun/Anterselva and Cassa Rurazle di Falzes, founded in 1892. As of 31/12/2005, Cassa Raiffeisen Brunico had 2,625 shareholders and 124 employees.

The bank’s registered office is in via Europa 19, 39031 Brunico in the province of Trento (region Trentino Alto Adige).

Organisation

Cassa Raiffeisen Brunico’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 11 members which are currently as follows:

Board of Directors

Heinrich Renzler Chairman

Oswald Galler Vice Chairman

Günther Gremes Director

Paul Gasser Director

Josef Huber Director

Walter Nöckler Director

Walter Mauerlechner Director

Hanspeter Felder Director

Bonifaz Zingerle Director

Hubert Mayr Director

Reinhard Niederkofler Director

A08019169/2.1/03 Jul 2007 185



Heiner Nicolussi-Leck Chairman

Andreas Jud Auditor

Edmund Irschara Auditor

Patrick Moling Deputy Auditor

Othmar von Sternback Deputy Auditor

The organizational structure of Cassa Raiffeisen Brunico is set out in the diagram below:

BOARD OF DIRECTORS

General Secretary

ADMINSTRATIONDEPARTMENT


BUSINESS DEPARTMENT

Marketing

FINANCE DEPARTMENT

Branches

Insurance

Treasury

Control

Accounting

HumanResources

BOARD OF DIRECTORS

General Secretary

ADMINSTRATIONDEPARTMENT


BUSINESS DEPARTMENT

Marketing

FINANCE DEPARTMENT

Branches

Insurance

Treasury

Control

Accounting

HumanResources

A08019169/2.1/03 Jul 2007 186


The tables below set out the profits and losses and the assets of Cassa Raiffeisen Brunico over the past 3 years:

Balance Sheet


€

31 Dec 2004 31 Dec 2005 30 Jun 2006

Assets

Cash 2,000 2,000 2,000

Due from banks 13,000 15,000 17,000

Loans 450,000 478,000 488,000


Total Assets 647,000 681,000 693,000

Liabilities

Due to banks 37,000 50,000 49,000






€


Intermediation margin 20,000 20,000 11,000




A08019169/2.1/03 Jul 2007 187

Financial Ratios




ROE 3.45 6.25 1.65

2.25 Cassa Raiffeisen Merano


Cassa Raiffeisen Merano – Società Cooperativa (“Cassa Raiffeisen Merano”) was founded in 1922. As of 31/12/2006, Cassa Raiffeisen Merano had 1,132 shareholders and 85 employees.

The bank’s registered office is Corso della Libertà, 40, 39012, Merano in the province of Bolzano (region Trentino Alto Adige).

Organisation

Cassa Raiffeisen Merano’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 7 members which are currently as follows:

Board of Directors

Hansjörg Verdorfer Chairman

Alois Reiterer Vice Chairman

Albert Klotzner Director

Reinhard Schölzhonr Director

Herbert Von Leon Director

Josef Waldner Director

Helmuth Wahlmueller Director



Johannes Spoegler Chairman

Susanne Trenkwalder Auditor

Florian Pichler Auditor

Walter Schweigkofler Deputy Auditor


The tables below set out the profits and losses and the assets of Cassa Raiffeisen Merano over the 2004 and 2005 (accounts 2006 not yet available):

A08019169/2.1/03 Jul 2007 188

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 2,519 2,711


Loans 262,335 301,040


Total Assets 312,910 351,205

Liabilities






€




Extraordinary income 301,000 289,000


A08019169/2.1/03 Jul 2007 189

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005



ROE 8.21 13.08

2.26 Cassa Raiffeisen della Valle Isarco


Cassa Raiffeisen della Valle Isarco – Società Cooperativa (“Cassa Raiffeisen Valle Isarco”) was created in 1973 following the merger of three small rural cooperative banks (Cassa Raiffeisen di S. Andrea-Eores, dalla Cassa Raiffeisen di Naz-Sciaves e dalla Cassa Raiffeisen di Rodendo). As of 31/12/2006, Cassa Raiffeisen Valle Isarco had 2,336 shareholders and 66 employees.

The bank’s registered office is Via Santa Croce, 7 39042, Bressanone in the province of Bolzano (region Trentino Alto Adige).

Organisation

Cassa Raiffeisen Valle Isarco’s operational structure is made of Board of Directors and a Board of Statutory Auditors. The Board of Directors comprises 11 members which are currently as follows:

Board of Directors

Rienzner Rudi Chairman

Überbacher Erich Vice Chairman

Currently vacant Vice Chairman

Peintner Christine Director

Auer Hansjörg Director

Goller Hermann Director

Obrist Albert Director

Amort Helmuth Director

Vonklausner Josef Director

Kostner Peter Director

Zingerle Martin Director

A08019169/2.1/03 Jul 2007 190



Mitterrutzner Walter Chairman

Burger Emil Auditor

Zanotto Bruno Auditor

Hellweger Karl Deputy Auditor

Schweigkofler Reinhard Deputy Auditor

The organizational structure of Cassa Raiffeisen Valle Isarco is set out in the diagram below:

BOARD OF DIRECTORS

General Secretary

EXTERNAL FUNCTIONS

Marketing

INTERNAL FUNCTIONS

LoandDepartment

Organisation

Internal Audit

Finance & Accounting

RetailNetwork

BankingBusiness

PrivateBanking

BOARD OF DIRECTORS

General Secretary

EXTERNAL FUNCTIONS

Marketing

INTERNAL FUNCTIONS

LoandDepartment

Organisation

Internal Audit

Finance & Accounting

RetailNetwork

BankingBusiness

PrivateBanking

A08019169/2.1/03 Jul 2007 191


The tables below set out the profits and losses and the assets of Cassa Raiffeisen Valle Isarco over 2004 and 2005 (accounts 2006 not yet available):

Balance Sheet


€

31 Dec 2004 31 Dec 2005

Assets

Cash 2,193 2,254


Loans 235,755 258,239


Total Assets 298,923 319,396

Liabilities






€


Financial margin 233 -56




A08019169/2.1/03 Jul 2007 192

Financial Ratios

Ratios (%) 31 Dec 2004 31 Dec 2005

Defaults/Loans to clients n/a n/a


ROE 5.17 10.45

A08019169/2.1/03 Jul 2007 193

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, 38100 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 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 2002 the new 105 complete "brand" of Cassa Centrale delle Casse Rurali Trentine e delle Banche di Credito Cooperativo del Nord Est Spa. As of 31 December, 2005, its share capital was held by 49 Casse Rurali Trentine (88 per cent.), 39 BCC in Veneto and Friuli Venezia Giulia (4 per cent.), Provincia Autonoma of Trento (5 per cent.) and Second Degree Consortia (3 per cent.).

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 156 employees as of 31 December 2006.

A08019169/2.1/03 Jul 2007 194

Board of Directors

Franco Senesi Chairman

Marco Modena Deputy Chairman

Giuseppe Graffi Brunoro Deputy Chairman

Amedeo Piva Deputy Chairman

Livio Armelao Director

Luigi Baldo Director

Ilvio Bazzoli Director

Angelino Cattarossi Director

Luigi Cristoforetti Director

Girolamo Da Dalto Director

Diego Eccher Director

Giorgio Fracalossi Director

Ennio Magnani Director

Paolo Marega Director

Giorgio Melchiori Director

Adriano Orsi Director

Sandro Pancher Director

Gianfranco Redolf Director

The board of statutory auditors of Cassa Centrale:


Antonio Maffei Chairman

Luciano Braito Auditor

Marco Dell’Eva Auditor

Giovanni Nicolussi Deputy Auditor

Maurizio Setti 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 orginators 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

A08019169/2.1/03 Jul 2007 195

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 Securitisation is the second 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.

A08019169/2.1/03 Jul 2007 196

4 Financial Highlights

The tables below set out the profits and losses and the assets of Cassa Centrale over the past 3 years:

Balance Sheet

Amounts in Euro Thousand € 31 Dec 2004 31 Dec 2005

IAS compliance

31 Dec 2006

IAS compliance

Assets

Cash 7,960 4,735 9,711

Due from banks 738,013 689,116 391,609

Loans 334,617 461,901 537,782


Total Assets 1,551,938 1,544,717 1,350,222

Liabilities

Due to banks

939,317

944,939

796,708



Total Liabilities 1,551,938 1,544,717 1,350,222


Amounts in Euro Thousand €






A08019169/2.1/03 Jul 2007 197

Financial Ratios


Loans/total assets 21.56 29.90 39.83

Loan Growth 22.52 37.41 16.42

Asset Growth 3.91 - 0.46 - 12.59

ROE 2.36 2.95 4.91

A08019169/2.1/03 Jul 2007 198

THE SWAP COUNTERPARTY

IXIS Corporate & Investment Bank (“IXIS CIB”) is the Swap Counterparty in respect of the Notes. IXIS CIB is a French law limited liability company (société anonyme à Directoire et Conseil de Surveillance) governed by Articles L.210-1 et seq. of the French Commercial Code (Code de commerce). Its registered office is at 47, quai d'Austerlitz 75648 Paris Cedex 13, France. IXIS CIB is licensed as a bank as defined under Article L.511-9 of the French Monetary and Financial Code (Code monétaire et financier). It is able to provide the full range of core and ancillary banking services (excluding management of means of payment) and investment services (including custodian-accountholder on own account and clearing broker). It is subject to French and European Union laws and regulations applicable to credit institutions and is regulated by Livre V of the French Monetary and Financial Code (Code monétaire et financier). For the purpose of the Swap Agreement in respect of the Notes, IXIS CIB is acting through its London branch, registered in England as a branch under No. BR004413 and regulated by the FSA for investment business conducted in the United Kingdom.

On 30 June 2004, Caisse des Dépôts et Consignations (“CDC”) transferred its direct and indirect interests in IXIS CIB's parent company, CDC Finance ─ CDC Ixis (“CDC IXIS”), to Caisse Nationale des Caisses d'Epargne et de Prevoyance (“CNCEP”). Pursuant to a partial transfer of assets, IXIS CIB has taken over as of 1 November 2004, inter alia, CDC IXIS's banking and financial operations, back office and spreadbooks as well as its US capital market affiliates and its interest in Nexgen. IXIS CIB formed the basis of the Caisse d'Epargne Group's investment banking arm.

Following exclusive negotiations announced on 12 March 2006, the Caisse d’Epargne Group and the Banque Populaire Group create a new joint subsidiary, NATIXIS, which brings together their corporate, investment banking, and services businesses. With a view to establishing NATIXIS, and subject to regulatory approvals and to the waiver of third-party rights, CNCEP announced that it will transfer, amongst other things, its entire stake in IXIS CIB to Natexis Banques Populaires (now renamed NATIXIS as described below) which will be owned by CNCEP and Banque Fédérale des Banques Populaires (“BFBP”). At the same time, the CDC sold to CNCE its 35 per cent. shareholding in CNCE.

On 16 October 2006, the French Autorité des Marchés Financiers issued its approval (visa) of Form E, authorising the contribution of certain subsidiaries of the Caisse d’Epargne Group to Natexis Banques Populaires to form NATIXIS.

As of the date of this Prospectus, the share capital of NATIXIS is held by CNCE and Banque Fédérale des Banques Populaires (34.5 per cent. each), DZ Bank AG (1.13 per cent.), Sanpaolo IMI (1.68 per cent.) and float (28.2 per cent.) and NATIXIS has a 20 per cent. stake in the Caisse d’Epargne Group and the Banque Populaire Group respectively, through cooperative investment certificates (“CICs”).

It is contemplated that IXIS CIB will merge in ownership into NATIXIS and as a result, the rights and obligations of IXIS CIB will be fully taken back as from the date of the completion of this merger (which will result in the winding-up of IXIS CIB following a merger in ownership (dissolution par confusion de patrimoine)) by NATIXIS as the company substituted to IXIS CIB.

Transactions (as such term is defined in the CNCEP Guarantee (as defined below)) entered into by IXIS CIB (a) on or after 24 January 2004 and which have maturity dates falling on or after 24 January 2017, or (b) on or after 24 January 2007, irrespective of the maturity date of such transactions, are guaranteed by an additional guarantee in the form of a joint and several obligation (cautionnement solidaire) dated 1 October 2004 and with effect from (and including) 1 October 2004 granted to the counterparties of IXIS CIB by CNCEP (the “CNCEP Guarantee”), unless such transaction is a payment obligation arising under any transaction for which the legal documentation specifically excludes the benefit of the CNCEP Guarantee. For the avoidance of doubt, it is indicated that the undertakings of CNCEP under the CNCEP Guarantee are not guaranteed by CDC.

A08019169/2.1/03 Jul 2007 199

Before claiming under the CNCEP Guarantee, a beneficiary of this guarantees must first deliver a written payment request to IXIS CIB for amounts due but unpaid. If the amount claimed remains unpaid by IXIS CIB three (3) business days (under the terms of the CNCEP Guarantee) after receipt by the relevant guarantor of the payment request, the beneficiary of the guarantee may issue a written demand on CNCEP and CNCEP will be obliged to pay amounts due to the counterparty within three (3) business days of receipt of such written demand subject to and in accordance with the terms of the CNCEP Guarantee.

The CNCEP Guarantee may be terminated at any time by the CNCEP for the CNCEP Guarantee. If the CNCEP Guarantee is terminated at any time, CNCEP must inform the beneficiaries by publishing a public announcement in at least one financial newspaper in each of Paris, London, Frankfurt, New York and Tokyo, at least six (6) months before the effective date of the intended termination. Notwithstanding termination of the CNCEP Guarantee, relevant financial instruments issued or entered into by IXIS CIB from (and including) 24 January 2004 to the respective date of termination of the CNCEP Guarantee will continue to benefit from the respective undertakings given by CNCEP under the CNCEP Guarantee until the respective maturity dates of such financial instruments. Notwithstanding termination of the CNCEP Guarantee, relevant financial instruments issued or entered into by IXIS CIB will continue to benefit from the undertakings given by CNCEP under the CNCEP Guarantee until the maturity date of such financial instruments.

The long term senior secured and commitments of IXIS CIB are currently rated Aa2 by Moody's and AA by S&P and Fitch The short term guaranteed senior commitments of IXIS CIB are currently rated F1+ by Fitch. The guaranteed senior short term deposits of IXIS CIB are currently rated P-1 by Moody's. The short term counterparty rating of IXIS CIB is currently rated A-1+ by S&P.

A08019169/2.1/03 Jul 2007 200

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 31 March 2007, Deutsche Bank’s issued share capital amounted to Euro 1,345,160,819.20 consisting of 525,453,445 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 fiscal years starting 1 January 2007 are prepared in compliance with International Financial Reporting Standards (IFRS). As of 31 March 2007, Deutsche Bank Group had total assets of EUR 1,747,031 million, total liabilities of EUR 1,710,177 million and total equity of EUR 36,854 million on the basis of IFRS (unaudited).

Deutsche Bank’s long-term senior debt has been assigned a rating of AA- (outlook positive) by Standard & Poor's, Aa1 (outlook stable) by Moody's Investors Services and AA- (outlook stable) by Fitch Ratings.

A08019169/2.1/03 Jul 2007 201

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 twenty-six 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. The origination of the loans is carried out in constant contact with the customer.

An initial interview with the customer is carried out to identify the customer’s particular financial needs and to offer the best financial product (type of loan, amount, maturity, form). Once an agreement is reached with the customer on a specific product, the customer fills in an application form generally at the branch and then is required to submit all the documents necessary for the 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 its financial situation;

(iii) analysis of the business sector in which the customer operates;

(iv) analysis of the guarantees given by the customer and analyses if they are appropriate for the required loan;

(v) if considered necessary, the analysis may be extended to the family of the customer.

The evaluation is made to verify the customer’s earning capacity, financial stability and financial ability to repay the loan in order to decide whether the customer is creditworthy. Other interviews with the customer will follow during the origination phase, leading to the registration of the customer’s data on the Originator’s database, the opening of current accounts in his/her name and the acquisition of the customer’s signature on the application form.

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.

All customers are obliged to take out a fire insurance policy over the real estate assets. The customer has the possibility to enter into a life insurance policy which insures the repayment of the loan in case of death.

All the Originators implement a subdivision of responsibility between the department in charge of the credit origination and proposal (the branches) and the bodies that authorise the financing (head office). The centralisation of lending decisions is intended to build up uniform assessment and evaluation methods.

2. RISK MANAGEMENT

A08019169/2.1/03 Jul 2007 202

With regards to the risk management policy, it is similar across all the twenty-six Originators due to the similar nature and size of those. Nevertheless, some originators show some specificities like for example the definition, use and maintenance of internal ratings and EDF (Expected Default Frequency). The following is a general overview of the common structures and procedures of the banks.

At each Originator, there are two levels of control which can be recognised: primary or ordinary controls and higher or extraordinary controls.

The responsibility of 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 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 contact is ensured.

All 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.

For monitoring the loans, the Originators take into consideration both subjective elements (professional appraiser for valuating the customer’s assets and the mortgaged property; direct knowledge) and objective elements (balance sheet analysis, analysis of the banking relationship, payment anomalies)

In particular, problem loans with payment anomalies are kept under stricter monitoring and are classified on the basis of the following criteria:

(i) "Watch List": when there are serious anomalies but it is assumed that the relevant relationship will go back to regularity and there is no need of special activity;

(ii) "Delinquent": a loan extended to a customer who is experiencing temporary financial difficulties and which it is foreseen it will overcome within a certain period of time, with no need of going through a credit recovery proceeding but subject to close scrutiny;

(iii) "Non-performing": when the customer is 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 alternatively the general management, 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 all Originators are assigned to an external legal counsel which remains in constant contact with the bank’s 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 close working relationship between the branches and the external advisors results in promptness and persistence in following up on this activity.

A08019169/2.1/03 Jul 2007 203

A08019169/2.1/03 Jul 2007 204

USE OF PROCEEDS

Monies available to the Issuer on the Issue Date consisting of:

(i) the net proceeds from the issue of the Senior Notes, being € 453,150,000;

(ii) the Relevant Securities, in an aggregate amount of € 18,708,000, will be deposited to the Securities Account; and

(iii) a portion of the Collections credited to the Transaction Collection and Recoveries Account from the Valuation Date to the Issue Date, in an amount equal to € 50,000,

will be applied by the Issuer on the Issue Date:

(a) to credit € 50,000 to the Expenses Account; and

(b) to pay to each of the Originators the Purchase Price for the relevant Portfolio payable by the Issuer to each of the Originators as consideration for the purchase of the relevant Claims pursuant to the terms of the relevant Transfer Agreement.

The relevant amount payable by the Originators to the Issuer on the Issue Date as consideration for the subscription of the relevant Series of Junior Notes under the Junior Notes Subscription Agreement will be set off against a portion (of equal amount) of the Purchase Price for the relevant Portfolio payable by the Issuer to each of the Originators on the Issue Date as consideration for the purchase of the relevant Claims pursuant to the relevant Transfer Agreement.

A08019169/2.1/03 Jul 2007 205

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 Luxembourg Listing and Paying 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 26 transfer agreements, each entered into between the Issuer and an Originator on 24 May 2007 (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 mortgage loans (the “Claims” and “Mortgage 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 Mortgage Loans transferred to the Issuer by BCC Alta Valdisole pursuant to the relevant Transfer Agreement. “Portfolio No. 2” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Garda pursuant to the relevant Transfer Agreement. “Portfolio No. 3” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement. “Portfolio No. 4” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Ancona pursuant to the relevant Transfer Agreement. “Portfolio No. 5” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Banca Veneta pursuant to the relevant Transfer Agreement. “Portfolio No. 6” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Camerano pursuant to the relevant Transfer Agreement. “Portfolio No. 7” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Cavola e Sassuolo pursuant to the relevant Transfer Agreement. “Portfolio No. 8” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centrofiemme pursuant to the relevant Transfer Agreement. “Portfolio No. 9” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centro Valsugana pursuant to the relevant Transfer Agreement. “Portfolio No. 10” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lavis pursuant to the relevant Transfer Agreement. “Portfolio No. 11” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lucinico pursuant to the relevant Transfer Agreement. “Portfolio No. 12” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Marcon pursuant to the relevant Transfer Agreement. “Portfolio No. 13” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mezzolombardo pursuant to the relevant Transfer Agreement. “Portfolio No. 14” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mori pursuant to the relevant Transfer Agreement. “Portfolio No. 15” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pergine pursuant to the relevant Transfer Agreement. “Portfolio No. 16” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pinzolo pursuant to the relevant Transfer Agreement.

A08019169/2.1/03 Jul 2007 206

“Portfolio No. 17” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Prealpi pursuant to the relevant Transfer Agreement. “Portfolio No. 18” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Rovereto pursuant to the relevant Transfer Agreement. “Portfolio No. 19” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Trento pursuant to the relevant Transfer Agreement. “Portfolio No. 20” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Tuenno pursuant to the relevant Transfer Agreement. “Portfolio No. 21” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valle dei Laghi pursuant to the relevant Transfer Agreement. “Portfolio No. 22” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valli di Primiero pursuant to the relevant Transfer Agreement. “Portfolio No. 23” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Veneziano pursuant to the relevant Transfer Agreement. “Portfolio No. 24” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Brunico pursuant to the relevant Transfer Agreement. “Portfolio No. 25” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Merano pursuant to the relevant Transfer Agreement. “Portfolio No. 26” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Valle Isarco 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: BCC Alto Garda a price equal to Euro 16,304,063; BCC Alto Vicentino a price equal to Euro 25,635,220; BCC Pinzolo a price equal to Euro 11,355,696; BCC Mori a price equal to Euro 21,971,981; BCC Pergine a price equal to Euro 15,909,262; BCC Centrofiemme a price equal to Euro 11,119,778; BCC Lucinico a price equal to Euro 10,460,858; BCC Ancona a price equal to Euro 10,349,497; BCC Camerano a price equal to Euro 21,191,929; BCC Centro Valsugana a price equal to Euro 16,142,497; BCC Alta Valdisole a price equal to Euro 9,590,782; BCC Cavola e Sassuolo a price equal to Euro 13,215,419; BCC Banca Veneta a price equal to Euro 17,157,524; BCC Trento a price equal to Euro 14,235,188; BCC Tuenno a price equal to Euro 18,966,872; BCC Lavis a price equal to Euro 28,159,713; BCC Marcon a price equal to Euro 23,561,179; BCC Mezzolombardo a price equal to Euro 8,736,469; BCC Prealpi a price equal to Euro 45,102,821; BCC Rovereto a price equal to Euro 18,583,690; BCC Valli di Primiero a price equal to Euro 12,553,580; Cassa Raiffeisen Brunico a price equal to Euro 19,578,972; Cassa Raiffeisen Merano a price equal to Euro 17,308,809; Cassa Raiffeisen Valle Isarco a price equal to Euro 11,930,034; BCC Valle dei Laghi a price equal to Euro 11,402,389; and BCC Veneziano a price equal to Euro 31,409,200. 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.

A08019169/2.1/03 Jul 2007 207

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 as at the Payment Date immediately preceding the date such amount is credited as referred to in point (i) above, until the following Payment Date, 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.

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 non-exclusive jurisdiction to hear any disputes that arise in connection therewith.

A08019169/2.1/03 Jul 2007 208

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 Luxembourg Listing and Paying 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 Mortgage 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 Mortgage 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

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 Mortgage 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 Mortgage 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 Mortgage 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 Mortgage 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 Mortgage Loan or to secure or ensure the payment and/or the repayment of the Claims.

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 Mortgage Loans and the Mortgages securing them, as to, inter alia, the following matters:

A08019169/2.1/03 Jul 2007 209

General (a) it is a co-operative credit bank (banca di credito cooperativo) duly incorporated as a società a

responsabilità limitata or as a società cooperativa as the case may be 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 2006, 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 mortgage loan business), the Claims and the Mortgage Loans supplied to the Issuer is true and correct in all material respects;

The Claims and the Mortgage Loans (a) it holds sole and unencumbered legal title to the Claims, the Mortgage 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 Mortgage Loans and the Mortgages;

(b) the Claims, the Mortgage Loans and the Mortgages are governed by Italian law and are legal, valid, binding and enforceable under the same and in particular the Mortgage Loans comply with all rules and regulations on (i) compounding of interests, (ii) consumer protection, (iii) the prevention of usury,

A08019169/2.1/03 Jul 2007 210

and (iv) data protection and privacy protection; the Mortgage Loans have been executed as a public deed (atto pubblico) before a notary public (notaio);

(c) each Mortgage is registered for at least 130 per cent. of the principal amount originally disbursed under the relevant Mortgage Loan;

(d) each Mortgage 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;

(e) 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 Mortgage Loans;

(f) 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;

(g) 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 Mortgage 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);

(h) 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 Mortgage 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 Mortgage Loans or for the validity and enforceability of the Claims, the Mortgage Loans and/or the Mortgages have been duly paid;

(i) the insurance policies in relation to the Claims are valid and effective and are held for the benefit of the relevant Originator;

(j) it has maintained complete, proper and up-to-date books, records and documents for the Claims, the Mortgage 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;

(k) the Real Estate Assets are located in Italy;

(l) each of the Real Estate Assets complies with applicable laws, rules and regulations concerning health and safety and environmental protection; and

(m) each of the Real Estate Assets is free from damage and waste, in good condition and there are no proceedings, actual or threatened, in relation thereto;

(n) 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 Mortgage 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

A08019169/2.1/03 Jul 2007 211

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 Mortgage 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 Mortgage 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 Mortgage 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;

(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 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;

(h) to maintain in good status and order, accurate, complete and up-to-date accounts, books, records and documents relating to the relevant Claims, the relevant Mortgage Loans and the relevant Mortgages;

(i) to comply with all applicable laws and regulations (including all rules, orders and instruments) with respect to the relevant Claims, the relevant Mortgage Loans, the relevant Mortgages and their administration and management;

(j) 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;

(k) to pay all costs, fees and taxes due promptly in relation to the execution, filing, registration, etc., of the Warranty and Indemnity Agreement, the relevant Transfer Agreement, the Servicing Agreement and the other Transaction Documents to which it is a party;

(l) save as provided for in the Servicing Agreement, not to agree to any amendment of or waiver to any terms and conditions of the Mortgage 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;

(m) 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 Mortgage Loan is fully repaid, and the relevant Originator will therefore, inter alia, pay, on behalf of the Issuer, the relevant insurance premiums; and

A08019169/2.1/03 Jul 2007 212

(n) 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

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;

(b) 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 Mortgage Loans, the relevant Mortgages, the relevant Real Estate Assets and the relevant insurance policies;

(c) 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;

(d) 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

(e) 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 Mortgage Loans or under or pursuant to any contract, deed, document, action, event or circumstance.

Moreover, 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 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 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 as at the Payment Date immediately preceding the date such amount is credited as referred to in point (i) above, until the following Payment Date, calculated at an annual rate equal to (a) the 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

A08019169/2.1/03 Jul 2007 213

aggregate of all sums recovered and collected by the Issuer in respect of such Claim after the Initial Execution Date.

Usury

Under the Warranty and Indemnity Agreement, each of the Originators represented to the Issuer that the interest rates of the relevant Mortgage 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.

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 non-exclusive jurisdiction to hear any disputes that arise in connection therewith.

A08019169/2.1/03 Jul 2007 214

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

The description of the Servicing Agreement and of the Back-up Servicing Agreement set out below is 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 Luxembourg Listing and Paying Agent.

Under 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”), 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, BCC Alta Valdisole will act as servicer in respect of the Claims comprised in Portfolio No. 1, BCC Alto Garda will act as servicer in respect of the Claims comprised in Portfolio No. 2, BCC Alto Vicentino will act as servicer in respect of the Claims comprised in Portfolio No. 3, BCC Ancona will act as servicer in respect of the Claims comprised in Portfolio No. 4, BCC Banca Veneta will act as servicer in respect of the Claims comprised in Portfolio No. 5, BCC Camerano will act as servicer in respect of the Claims comprised in Portfolio No. 6, BCC Cavola e Sassuolo will act as servicer in respect of the Claims comprised in Portfolio No. 7, BCC Centrofiemme will act as servicer in respect of the Claims comprised in Portfolio No. 8, BCC Centro Valsugana will act as servicer in respect of the Claims comprised in Portfolio No. 9, BCC Lavis will act as servicer in respect of the Claims comprised in Portfolio No. 10, BCC Lucinico will act as servicer in respect of the Claims comprised in Portfolio No. 11, BCC Marcon will act as servicer in respect of the Claims comprised in Portfolio No. 12, BCC Mezzolombardo will act as servicer in respect of the Claims comprised in Portfolio No. 13, BCC Mori will act as servicer in respect of the Claims comprised in Portfolio No. 14, BCC Pergine will act as servicer in respect of the Claims comprised in Portfolio No. 15, BCC Pinzolo will act as servicer in respect of the Claims comprised in Portfolio No. 16, BCC Prealpi will act as servicer in respect of the Claims comprised in Portfolio No. 17, BCC Rovereto will act as servicer in respect of the Claims comprised in Portfolio No. 18, BCC Trento will act as servicer in respect of the Claims comprised in Portfolio No. 19, BCC Tuenno will act as servicer in respect of the Claims comprised in Portfolio No. 20, BCC Valle dei Laghi will act as servicer in respect of the Claims comprised in Portfolio No. 21, BCC Valli di Primiero will act as servicer in respect of the Claims in Portfolio No. 22, BCC Veneziano will act as Servicer in respect of the Claims comprised in Portfolio No. 23, Cassa Raiffeisen Brunico will act as servicer in respect of the Claims comprised in Portfolio No. 24, Cassa Raiffeisen Merano will act as servicer in respect of the Claims comprised in Portfolio No. 25 and Cassa Raiffeisen Valle Isarco will act as servicer in respect of the Claims comprised in Portfolio No. 26.

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 the Issuer with monthly and quarterly reports (respectively, the “Monthly Servicing Report” and the “Quarterly Servicing 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

A08019169/2.1/03 Jul 2007 215

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.

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.

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 0.40 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 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 (twelve) Unpaid Instalments in relation to Claims with monthly instalments; (ii) 6 (six) Unpaid Instalments in relation to Claims with Instalments which are paid every two months; (iii) 5 (five) Unpaid Instalments in relation to Claims with quarterly Instalments; (iv) 4 (four) Unpaid Instalments in relation to Claims with Instalments which are paid every four months; (v)

A08019169/2.1/03 Jul 2007 216

3 (three) Unpaid Instalments in case of Claims with semi-annual Instalments; and (vi) 1 (one) 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.

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 non-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

A08019169/2.1/03 Jul 2007 217

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.

A08019169/2.1/03 Jul 2007 218

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 Luxembourg Listing and Paying 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

A08019169/2.1/03 Jul 2007 219

discharge all its outstanding liabilities in respect of the Senior Notes and any amounts required under the Intercreditor Agreement to be paid in priority to or pari passu with the Senior 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”) pursuant to which the Issuer will create in favour of the Issuer Secured Creditors (as defined below) 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 Italian Law Transaction Documents (as defined below) (with the exception of certain provisions of the Agency and Accounts Agreement which are governed by English law and the Deed of Pledge); and (ii) a pledge over the Securities deposited from time to time in the Securities Account.

The Cash Administration and Agency Agreement

Under an agreement to be entered into on or prior to the Issue Date between the Issuer, the Servicers, the Transaction Bank, the Operating Bank, the English Transaction Bank, the 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 Senior 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 Luxembourg Listing and Paying Agent will act as paying agent for the Issuer in Luxembourg and as intermediary between the Issuer and the Noteholders in Luxembourg; and

(e) 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 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 Junior 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:

(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, the Single Portfolio Class B Note Principal Payment Amounts or the Principal Payment Amounts, as the case may be, on the next following Payment Date;

A08019169/2.1/03 Jul 2007 220

(c) the Single Portfolio Class A Note Principal Payment Amounts, the Single Portfolio Class B Note Principal Payment Amounts or the 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: (i) the Single Portfolio Class A Ratio; and (ii) the Single Portflio Class B Ratio;

(h) the interest payable (if any) in respect of the Notes of each Class of the Senior Notes on the next following Payment Date;

(i) with respect to each Class of Junior Notes, the amount of the relevant Single Series Junior Notes 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 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;

(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;

(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;

A08019169/2.1/03 Jul 2007 221

(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 Junior Notes Additional Interest Amount (if any);

(cc) whether a Class A Disequilibrium Event has occurred;

(dd) whether a Class B Disequilibrium Event has occurred;

(ee) whether a Class B Interest Event has occurred;

(ff) whether a Single Portfolio Detrimental Event has occurred;

(gg) whether a Detrimental Event has occurred;

(hh) whether a Trigger Event has occurred;

(ii) whether a Cross Collateral Event has occurred; and

(jj) 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) no later than four Business Days prior to each Payment Date, notify each determination of a principal payment (if any) and Principal Amount Outstanding of the Notes to the Representative of the Noteholders, the Servicers, the Transaction Bank, the English Transaction Bank, Euroclear, Clearstream, Luxembourg, the Luxembourg 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);

(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 Agencies, the

A08019169/2.1/03 Jul 2007 222

Servicers, the Joint Lead Managers and the Luxembourg Listing and Paying 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 Quarterly Servicing Report. The first Investor Report will be available by no later than 15 Business Days following the Payment Date falling in December 2007; and

(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.

In addition, pursuant to Clause 13 of the Cash Administration and Agency Agreement, on one hand, each of the Cash Manager and the Computation 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 the Cash Manager and the Computation 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 each of the Cash Manager and the Computation 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. The Issuer may appoint (or shall promptly appoint in case any of the circumstances under letters (a), (b), (c), or (d) occur) successor or additional agents.

In the event that (i) each of the Cash Manager or the Computation Agent gives notice of its resignation in accordance with Clause 13.1 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 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,

A08019169/2.1/03 Jul 2007 223

provided that, in all cases: (i) 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) such investments provide a fixed principal amount at maturity (such amount not being lower than the initially invested amount) and (iii) 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:

(1) “A-1+” by S&P in respect of short-term debt (or “A-1” by S&P for so long as, and to the extent that, the sum of (a) the balances of the Accounts opened with, or guaranteed by, an institution rated “A-1” by S&P and (b) the principal amount of the Eligible Investments rated “A-1” by S&P, at the same time owned by the Issuer, does not exceed 20 per cent. of the Principal Amount Outstanding of the Senior Notes), or such other rating as acceptable to S&P from time to time; and

(2) (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.

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 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 Subscription Agreements

Pursuant to a subscription agreement to be entered into on or prior to the Issue Date, between the Issuer, the Representative of the Noteholders, the Originators and the Joint Lead Managers (the “Senior Notes Subscription Agreement”), the Joint Lead Managers shall subscribe for the Senior Notes and pay the Issuer the issue price for the Senior Notes on the Issue Date and will appoint the Representative of the Noteholders to act as the representative of the Senior Noteholders, subject to the conditions set out therein.

Pursuant to a subscription agreement entered into on or prior to the Issue Date between the Issuer, the Representative of the Noteholders and the Originators (the “Junior Notes Subscription Agreement” ”), BCC Alta Valdisole shall subscribe and pay for the Class C1 Notes, BCC Alto Garda shall subscribe and pay for the Class C2 Notes, BCC Alto Vicentino shall subscribe and pay for the Class C3 Notes, BCC Ancona shall

A08019169/2.1/03 Jul 2007 224

subscribe and pay for the Class C4 Notes, BCC Banca Veneta shall subscribe and pay for the Class C5 Notes, BCC Camerano shall subscribe and pay for the Class C6 Notes, BCC Cavola e Sassuolo shall subscribe and pay for the Class C7 Notes, BCC Centrofiemme shall subscribe and pay for the Class C8 Notes, BCC Centro Valsugana shall subscribe and pay for the Class C9 Notes, BCC Lavis shall subscribe and pay for the Class C10 Notes, BCC Lucinico shall subscribe and pay for the Class C11 Notes, BCC Marcon shall subscribe and pay for the Class C12 Notes, BCC Mezzolombardo shall subscribe and pay for the Class C13 Notes, BCC Mori shall subscribe and pay for the Class C14 Notes, BCC Pergine shall subscribe and pay for the Class C15 Notes, BCC Pinzolo shall subscribe and pay for the Class C16 Notes, BCC Prealpi shall subscribe and pay for the Class C17 Notes, BCC Rovereto shall subscribe and pay for the Class C18 Notes, BCC Trento shall subscribe and pay for the Class C19 Notes, BCC Tuenno shall subscribe and pay for the Class C20 Notes, BCC Valle dei Laghi shall subscribe and pay for the Class C21 Notes, BCC Valli di Primiero shall subscribe and pay for the Class C22 Notes, BCC Veneziano shall subscribe and pay for the Class C23 Notes, Cassa Raiffeisen Brunico shall subscribe and pay for the Class C24 Notes, Cassa Raiffeisen Merano shall subscribe and pay for the Class C25 Notes, Cassa Raiffeisen Valle Isarco shall subscribe and pay for the Class C26 Notes. Furthermore, each of the Originators shall appoint the Representative of the Noteholders to act as the representative of each relevant Junior Noteholder and collectively of the Junior Noteholders.

The Senior Notes Subscription Agreement and the Junior Notes Subscription Agreement (collectively the “Subscription Agreements”) will be governed by and construed in accordance with Italian law.

The Swap Agreement

In order to hedge the interest rate exposure of the Issuer in relation to its floating rate obligations under the Senior Notes, the Issuer will enter into two swap transactions (each a “Swap Transaction” and together the “Swap Transactions”) with the Swap Counterparty in each case on or prior to the Issue Date. Each Swap Transaction is documented as a confirmation under the 1992 ISDA Master Agreement (Multicurrency-Cross Border), the Schedule and the credit support annex thereto (the “Credit Support Annex”), as published by the International Swaps and Derivatives Association, Inc., (“ISDA”), each governed by English law (collectively, the “Swap Agreement”) Under the terms of Swap Transactions, which will be effective as of the Issue Date:

(a) the Issuer agrees to pay to the Swap Counterparty an amount equal to the product of (i) the weighted average three-month or six-month euribor (as applicable) determined pursuant to the terms of the relevant Swap Transaction plus a spread and (ii) the applicable notional amount under the relevant Swap Transaction (calculated by reference to the Outstanding Principal of the Claims hedged under the relevant Swap Transaction but excluding Defaulted Claims) multiplied by (iii) the actual number of days in the relevant quarterly period divided by 360, whilst

(b) the Swap Counterparty agrees to pay to the Issuer an amount equal to the product of (i) the EURIBOR applicable to the Senior Notes in respect of the relevant Interest Period, and (ii) the applicable notional amount under the relevant Swap Transaction (calculated by reference to the Outstanding Principal of the Claims hedged under the relevant Swap Transaction but excluding Defaulted Claims) multiplied by (iii) the number of days elapsed in the relevant Interest Period divided by 360.

Where the net payment is due to be made by the Swap Counterparty, the Swap Counterparty will make the relevant payment to the Issuer one Business Day 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 Swap Counterparty on the relevant Payment Date in accordance with the applicable Order of Priority.

Rating downgrade provisions

The Swap Agreement will contain certain limited termination events and events of default which will entitle either party to terminate the Swap Transactions. These are set out in detail in the Swap Agreement, but some of these termination events are summarised here.

A08019169/2.1/03 Jul 2007 225

In particular, following the occurrence of an Initial Rating Event, the Swap Counterparty shall, within the time periods specified in and further subject to other details as set out in the Swap Agreement, either:

(i) transfer all of its rights and obligations under the Swap Agreement to a suitably rated entity; or

(ii) procure another suitably rated entity to become co-obligor or guarantor in respect of its obligations under the Swap Agreement; or

(iii) transfer collateral in accordance with the Credit Support Annex.

If, following the occurrence of an Initial Rating Event, the Swap Counterparty fails to take any one of the measures described above within the relevant time period specified in the Swap Agreement, then, subject to any terms specified under the Swap Agreement, such failure will constitute a termination event under the Swap Agreement with the Issuer being entitled to terminate the Swap Transactions if certain additional conditions are met.

Furthermore, following the occurrence of a Subsequent Rating Event, the Swap Counterparty shall, within the time period specified in and further subject to other details as set out in the Swap Agreement, either:

(A) transfer all of its rights and obligations under the Swap Agreement to a suitably rated entity; or

(B) procure another suitably rated entity to become co-obligor or guarantor in respect of its obligations under the Swap Agreement.

Pending compliance with the measures above, the Swap Counterparty shall continue to transfer collateral in accordance with the Credit Support Annex.

Subject to other details as set out in the Swap Agreement, failure by the Swap Counterparty to take the applicable course of action following the occurrence of a Subsequent Rating Event within the relevant time period specified in the Swap Agreement will constitute a termination event or an event of default under the Swap Agreement with the Issuer being entitled to terminate the Swap Transactions if certain additional conditions are met.

Moreover, the Swap Counterparty will be entitled, under certain circumstances, to terminate the Swap Transaction in respect of which (i) it is obliged to gross up payments following any withholding or deduction for or on account of any taxes or (ii) it receives a payment in respect of which an amount is required to be deducted or withheld for or on account of any taxes.

An “Initial Rating Event” will have occurred if the unsecured, unsubordinated debt obligations of the Swap Counterparty cease to be rated at least as high as:

(i) “A-1” by S&P (in respect of short-term debt); or

(ii) “Prime-1” by Moody’s (in respect of short-term debt) where the Swap Counterparty is the subject of a Moody’s Short-term Rating; or

(iii) “A2” by Moody’s (in respect of long-term debt) where the Swap Counterparty is the subject of a Moody’s Short-term Rating; or

(iv) “A1” (in respect of long-term debt) where the Swap Counterparty is not the subject of a Moody’s Short-term Rating.

A “Subsequent Rating Event” will have occurred if the unsecured, unsubordinated debt obligations of the Swap Counterparty cease to be rated at least as high as:

(i) “BBB-” by S&P (in respect of long-term debt); or


A08019169/2.1/03 Jul 2007 226


(iv) “A3” (in respect of long-term debt) where the Swap Counterparty (or the Swap Guarantor, as applicable) is not the subject of a Moody’s Short-term Rating.

Return of Excess Swap Collateral

If, following the occurrence of an Initial Rating Event or Subsequent Rating Event, the Swap Counterparty will be 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 the 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 Swap Counterparty and outside of the applicable order of priority.

The obligations of the Issuer under the Swap Agreement (with the exclusion of any obligation of reimbursement of any amount held by the Issuer which properly belongs to the Swap Counterparty in respect of any amount deposited in the Collateral Account and payable to the Swap Counterparty pursuant to the Swap Agreement) shall be limited in recourse to the Issuer Available Funds.

The 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 € 18,708,000 (the “Maximum Commitment Amount”) divided as follows between BCC Alta Valdisole € 380,000, BCC Alto Garda € 660,000, BCC Alto Vicentino € 1,022,000, BCC Ancona € 399,000, BCC Banca Veneta € 673,000, BCC Camerano € 849,000, BCC Cavola e Sassuolo € 549,000, BCC Centrofiemme € 436,000, BCC Centro Valsugana € 654,000, BCC Lavis € 1,164,000, BCC Lucinico € 436,000, BCC Marcon € 919,000, BCC Mezzolombardo € 372,000, BCC Mori € 909,000, BCC Pergine € 677,000, BCC Pinzolo € 438,000, BCC Prealpi € 1,875,000, BCC Rovereto € 789,000, BCC Trento € 564,000, BCC Tuenno € 776,000, BCC Valle dei Laghi € 459,000, BCC Valli di Primiero € 516,000, BCC Veneziano € 1,239,000, Cassa Raiffeisen Brunico € 789,000, Cassa Raiffeisen Merano € 686,000, and Cassa Raiffeisen Valle Isarco € 478,000, (, 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) 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), (ix) and (x) of the Pre-Acceleration Order of Priority; and

(b) in respect of the payments under items (xi), (xiii) and (xv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior Notes will be fully redeemed on that Payment Date.

A08019169/2.1/03 Jul 2007 227

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), (x) and (xi) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii), (ix) and (x) of the Cross Collateral Order of Priority (as applicable); and

(b) in respect of payments ranking as items (xii), (xiv) and (xv) of the Acceleration Order of Priority and ranking as (xi), (xiii) and (xiv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior Notes will be fully redeemed on that Payment Date.

Interest on the Advances shall accrue at a rate equal to the Euribor plus a margin of 0.10 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 and the Transaction 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 Moody’s or Standard & Poor’s of a rating respectively lower than Aa3 or A-1+ 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 shall not have maturities longer than five years. The Securities will be credited to the relevant Securities Account to be held with the Transaction Bank, by each Limited Recourse Loan Provider. The Transaction Bank shall use the amounts arising out of the final maturities of the Securities to purchase other Securities, having maturities not longer than five years.

Should the Republic of Italy, at any time, be awarded by Moody’s or Standard & Poor’s of a rating lower respectively than Aa3 or A-1+, the Transaction Bank 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 Senior Noteholders and to cover

A08019169/2.1/03 Jul 2007 228

any costs relating to the Transaction which rank in priority to the Senior Noteholders 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.

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 governed by English Law and to be entered into by the Issuer on or about the Issue Date (the “English Deed of Charge and Assignment”), the Issuer will grant 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 and 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 the 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 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.

A08019169/2.1/03 Jul 2007 229

WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES

Under the Conditions, the Final Maturity Date of the Senior Notes is the Payment Date falling in June 2043 and the Senior 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 Senior Notes may also be subject to optional redemption in full under certain circumstances.

The tables below show the expected average life of the Senior 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 Expected Expected Expected Expected Expected ExpectedPrepayment Average Life Maturity Average Life Maturity Average Life MaturityRate

(% per annum)

0% 4,35 2015 12,59 2025 19,98 20295% 2,92 2012 9,57 2021 14,00 2021

10% 2,26 2011 7,51 2018 11,5 2018

(Years)

Class B NotesClass A1 Notes Class A2 Notes

The base case assumption above reflects the current expectations of the Issuer but no assurance can be given that the redemption of the Senior 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 Senior 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.

A08019169/2.1/03 Jul 2007 230

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the Notes (the “Conditions”).

The € 233,600,000 Class A1 Asset Backed Floating Rate Notes due 2043 (the “Class A1 Notes”), the € 202,050,000 Class A2 Asset Backed Floating Rate Notes due 2043 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Class A Notes”), the € 17,500,000 Class B Asset Backed Floating Rate Notes due 2043 (the “Class B Notes” and, together with the Class A Notes, the “Senior Notes”), the € 178,000 Class C1 Asset Backed Floating Rate Notes due 2043 (the “Class C1 Notes”), the € 309,000 Class C2 Asset Backed Floating Rate Notes due 2043 (the “Class C2 Notes”), the € 479,000 Class C3 Asset Backed Floating Rate Notes due 2043 (the “Class C3 Notes”), the € 188,000 Class C4 Asset Backed Floating Rate Notes due 2043 (the “Class C4 Notes”), the € 315,000 Class C5 Asset Backed Floating Rate Notes due 2043 (the “Class C5 Notes”), the € 398,000 Class C6 Asset Backed Floating Rate Notes due 2043 (the “Class C6 Notes”), the € 258,000 Class C7 Asset Backed Floating Rate Notes due 2043 (the “Class C7 Notes”), the € 205,000 Class C8 Asset Backed Floating Rate Notes due 2043 (the “Class C8 Notes”), the € 306,000 Class C9 Asset Backed Floating Rate Notes due 2043 (the “Class C9 Notes”), the € 546,000 Class C10 Asset Backed Floating Rate Notes due 2043 (the “Class C10 Notes”), the € 203,000 Class C11 Asset Backed Floating Rate Notes due 2043 (the “Class C11 Notes”), the € 433,000 Class C12 Asset Backed Floating Rate Notes due 2043 (the “Class C12 Notes”), the € 176,000 Class C13 Asset Backed Floating Rate Notes due 2043 (the “Class C13 Notes”), the € 427,000 Class C14 Asset Backed Floating Rate Notes due 2043 (the “Class C14 Notes”), the € 324,000 Class C15 Asset Backed Floating Rate Notes due 2043 (the “Class C15 Notes”), the € 206,000 Class C16 Asset Backed Floating Rate Notes due 2043 (the “Class C16 Notes”), the € 880,000 Class C17 Asset Backed Floating Rate Notes due 2043 (the “Class C17 Notes”), the € 370,000 Class C18 Asset Backed Floating Rate Notes due 2043 (the “Class C18 Notes”), the € 264,000 Class C19 Asset Backed Floating Rate Notes due 2043 (the “Class C19 Notes”), the € 365,000 Class C20 Asset Backed Floating Rate Notes due 2043 (the “Class C20 Notes”), the € 215,000 Class C21 Asset Backed Floating Rate Notes due 2043 (the “Class C21 Notes”), the € 242,000 Class C22 Asset Backed Floating Rate Notes due 2043 (the “Class C22 Notes”), the € 581,000 Class C23 Asset Backed Floating Rate Notes due 2043 (the “Class C23 Notes”), the € 371,000 Class C24 Asset Backed Floating Rate Notes due 2043 (the “Class C24 Notes”), the € 321,000 Class C25 Asset Backed Floating Rate Notes due 2043 (the “Class C25 Notes”) and the € 224,000 Class C26 Asset Backed Floating Rate Notes due 2043 (the “Class C26 Notes” and, together with the Class C1 Notes, the Class C2 Notes, the Class C3 Notes, the Class C4 Notes, the Class C5 Notes, the Class C6 Notes, the Class C7 Notes, the Class C8 Notes, the Class C9 Notes, the Class C10 Notes, the Class C11 Notes, the Class C12 Notes, the Class C13 Notes, the Class C14 Notes, the Class C15 Notes, the Class C16 Notes, the Class C17 Notes, the Class C18 Notes, the Class C19 Notes, the Class C20 Notes, the Class C21 Notes, the Class C22 Notes, the Class C23 Notes, the Class C24 Notes, the Class C25 Notes and the Class C26 Notes, the “Junior Notes”, and, together with the Senior Notes, the “Notes”) will be issued by Cassa Centrale Securitisation S.r.l. (the “Issuer”) on 6 July 2007 (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 via Pontaccio, 10, I-20121, Milan, Italy. The Issuer is registered in the register held by the Ufficio Italiano dei Cambi pursuant to article 106 of the Italian legislative decree No. 385 of 1 September 1993 (the “Banking Act”) under number 38591, in the special register of financial intermediaries held by the Bank of Italy pursuant to article 107 of the Banking Act and in the companies’ register held in Milan under number 05391370961.

The Notes are subject to and with the benefit of a cash administration and agency agreement (the “Cash Administration and Agency Agreement”) dated 3 July 2007 (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),

A08019169/2.1/03 Jul 2007 231

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), Deutsche Bank Luxembourg S.A. as Luxembourg listing and paying agent (in such capacity, the “Luxembourg Listing and Paying Agent”, which expression includes any successor Luxembourg listing and paying agent appointed from time to time in respect of the Senior Notes and, together with the Principal Paying Agent and the Italian Paying Agent, the “Paying Agents” 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 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 A1 Notes (the “Class A1 Noteholders”), the holders of the Class A2 Notes (the “Class A2 Noteholders” and, together with the Class A1 Noteholders, the “Class A Noteholders”), the holders of the Class B Notes (the “Class B Noteholders” and, together with the Class A Noteholders, the “Senior Noteholders”) and the holders of the Class C1 Notes (the “Class C1 Noteholders”), the holders of the Class C2 Notes (the “Class C2 Noteholders”), the holders of the Class C3 Notes (the “Class C3 Noteholders”), the holders of the Class C4 Notes (the “Class C4 Noteholders”), the holders of the Class C5 Notes (the “Class C5 Noteholders”), the holders of the Class C6 Notes (the “Class C6 Noteholders”), the holders of the Class C7 Notes (the “Class C7 Noteholders”), the holders of the Class C8 Notes (the “Class C8 Noteholders”), the holders of the Class C9 Notes (the “Class C9 Noteholders”), the holders of the Class C10 Notes (the “Class C10 Noteholders”), the holders of the Class C11 Notes (the “Class C11 Noteholders”), the holders of the Class C12 Notes (the “Class C12 Noteholders”), the holders of the Class C13 Notes (the “Class C13 Noteholders”), the holders of the Class C14 Notes (the “Class C14 Noteholders”), the holders of the Class C15 Notes (the “Class C15 Noteholders”), the holders of the Class C16 Notes (the “Class C16 Noteholders”), the holders of the Class C17 Notes (the “Class C17 Noteholders”), the holders of the Class C18 Notes (the “Class C18 Noteholders”), the holders of the Class C19 Notes (the “Class C19 Noteholders”), the holders of the Class C20 Notes (the “Class C20 Noteholders”), the holders of the Class C21 Notes (the “Class C21 Noteholders”), the holders of the Class C22 Notes (the “Class C22 Noteholders”), the holders of the Class C23 Notes (the “Class C23 Noteholders”), the holders of the Class C24 Notes (the “Class C24 Noteholders”), the holders of the Class C25 Notes (the “Class C25 Noteholders”) and the holders of the Class C26 Notes (the “Class C26 Noteholders” and, together with the Class C1 Noteholders, the Class C2 Noteholders, the Class C3 Noteholders, the Class C4 Noteholders, the Class C5 Noteholders, the Class C6 Noteholders, the Class C7 Noteholders, the Class C8 Noteholders, the Class C9 Noteholders, the Class C10 Noteholders, the Class C11 Noteholders, the Class C12 Noteholders, the Class C13 Noteholders, the Class C14 Noteholders, the Class C15 Noteholders, the Class C16 Noteholders, the Class C17 Noteholders, the Class C18 Noteholders, the Class C19 Noteholders, the Class C20 Noteholders, the Class C21 Noteholders, the Class C22 Noteholders, the Class C23 Noteholders, the Class C24 Noteholders and the Class C25 Noteholders, the “Junior Noteholders” and, together with the Senior 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

A08019169/2.1/03 Jul 2007 232

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 the Class A1 Notes, the Class A2 Notes, the Class B Notes or the Junior 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”).

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, (a) 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, and (b) acknowledges and accepts that the Joint Lead Managers shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by any of the Noteholders as a result of the performance by Deutsche Trustee Company Limited (or any permitted assignee or successor) of its duties as Representative of the Noteholders provided in the Transaction Documents and these Conditions.

1. DEFINITIONS

(a) In these Conditions:

“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,

A08019169/2.1/03 Jul 2007 233

the Reserve Account, the Liquidity Reserve Accounts, the Quota Capital Account and the Single Portfolio Reserve Accounts.

“Accumulation Date” means, following the service of a Trigger Notice, the earlier of: (i) each date on which the amount of the monies at any time available to the Issuer or to the Representative of the Noteholders for the payments to be made following the service of a Trigger Notice in accordance with the Acceleration Order of Priority shall be equal to at least 10 per cent. of the aggregate Principal Amount Outstanding of all Classes of Notes and (ii) each day falling 10 Business Days before the day that, but for the service of a Trigger Notice, would have been a Payment Date.

“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.

“Basic Terms Modification” has the meaning given to it in the Rules of the Organisation of Noteholders.

“BCC Alta Valdisole” means Cassa Rurale Alta Valdisole e Pejo – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Alto Garda” means Cassa Rurale Alto Garda - Banca di Credito Cooperativo - Società Cooperativa.

“BCC Alto Vicentino” means Banca Alto Vicentino - Credito Cooperativo S.c.p.A. – Schio.

“BCC Ancona” means Banca di Ancona - Credito Cooperativo - Società Cooperativa.

“BCC Banca Veneta” means Banca Veneta 1896 – Credito Cooperativo delle Province di Verona e Rovigo – Società Cooperativa (formerly Banca di Credito Cooperativo del Basso Veronese – Società Cooperativa).

“BCC Camerano” means Cassa Rurale ed Artigiana S. Giuseppe – Credito Cooperativo Camerano – Società Cooperativa.

“BCC Cavola e Sassuolo” means Banca di Cavola e Sassuolo - Credito Cooperativo.

“BCC Centrofiemme” means Cassa Centrale Centrofiemme – Cavalese – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Centro Valsugana” means Cassa Rurale Centro Valsugana di Spera – Strigno – Telve in Sigla – Cassa Rurale – Società Cooperativa.

“BCC Lavis” means Cassa Rurale Centro Valsugana di Spera – Strigno – Telve in Sigla – Cassa Rurale – Società Cooperativa.

“BCC Lucinico” means Credito Cooperativo – Cassa Rurale ed Artigiana di Lucinico Farrae Capriva – Società Cooperativa.

“BCC Marcon” means Banca di Credito Cooperativo di Marcon - Venezia Società Cooperativa.

“BCC Mezzolombardo” means Cassa Rurale di Mezzolombardo e San Michele all’Adige - Banca di Credito Cooperativo – Società Cooperativa.

A08019169/2.1/03 Jul 2007 234

“BCC Mori” means Cassa Rurale Mori – Val di Gresta – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Pergine” means Cassa Rurale di Pergine - Banca di Credito Cooperativo - Società Cooperativa.

“BCC Pinzolo” means Cassa Rurale di Pinzolo – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Prealpi” means Banca di Credito Cooperativo delle Prealpi - Società Cooperativa.

“BCC Rovereto” means Cassa Rurale di Rovereto - Banca di Credito Cooperativo - Società Cooperativa.

“BCC Trento” means Cassa Rurale di Trento – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Tuenno” means Cassa Rurale di Tuenno – Val di Non – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Valle dei Laghi” means Cassa Rurale della Valle dei Laghi - Banca di Credito Cooperativo - Società Cooperativa.

“BCC Valli di Primiero” means Cassa Rurale Valli Di Primiero e Vanoi – Banca di Credito Cooperativo – Società Cooperativa.

“BCC Veneziano” means Banca di Credito Cooperativo del Veneziano - Società Cooperativa.

“Borrowers” means, collectively, the borrowers under the Mortgage Loans and “Borrower” means any one of them.

“Business Day” means a day on which banks are open for business in Milan, Luxembourg and London and which is a TARGET Settlement Day.

“Calculation Date” means the tenth calendar day prior to each Payment Date.

“Cancellation Date” means the later of (i) the last Business Day in December 2043; (ii) the date when the Portfolios Outstanding Amount will have been reduced to zero; and (iii) the date when all the Claims then outstanding will have been entirely written off by the Issuer.

“Cassa Raiffeisen Brunico” means Cassa Raiffeisen di Brunico Società Cooperativa.

“Cassa Raiffeisen Merano” means Cassa Raiffeisen Merano – Società Cooperativa.

“Cassa Raiffeisen Valle Isarco” means Cassa Raiffeisen della Valle Isarco – Società Cooperativa.

“Claims” has the meaning given to the term “Crediti” in each Transfer Agreement, which term identifies the debt claims arising from the Mortgage 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 Principal Payment Amount” means with respect to each Payment Date, the aggregate of all Single Portfolio Class B Notes Principal Payment Amounts.

“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

A08019169/2.1/03 Jul 2007 235

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 January, 30 April, 31 July and 31 October of each year, the first Collection Date being 31 October 2007.

“Collection Period” means (a) prior to the service of a Trigger Notice, 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 (excluded) and ending on 31 October 2007 (included); and (b) following the service of a Trigger Notice, each period commencing on (and excluding) the last day of the preceding Collection Period and ending on (and including) the immediately following Accumulation Date.

“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 Mortgage Loans and the related Claims.

“CONSOB” means the Commissione Nazionale per le Società e la Borsa.

“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 Accounting Partners S.r.l. or any successor corporate servicer appointed from time to time in respect of this Securitisation.

“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 (twelve) Unpaid Instalments in relation to Claims with monthly instalments; (ii) 6 (six) Unpaid Instalments in relation to Claims with Instalments which are paid every two months; (iii) 5 (five) Unpaid Instalments in relation to Claims with quarterly Instalments; (iv) 4 (four) Unpaid Instalments in relation to Claims with Instalments which are paid every four months; (v) 3 (three) Unpaid Instalments in case of Claims with semi-annual Instalments; and (vi) 1 (one) 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

A08019169/2.1/03 Jul 2007 236

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.

“Eligible Institution” means (i) any depository institution organized under the laws of any State which is a member of the European Union or of the United States whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least “P-1” by Moody’s and “A-1+” by S&P and (ii) Deutsche Bank S.p.A. for so long as (A) its controlling parent company’s short-term, unsecured and unsubordinated debt obligations are rated at least “P-1” by Moody’s and “A-1+” by S&P; (B) its controlling parent company’s long-term, unsecured and unsubordinated debt obligations are Senior at least “A2” by Moody’s; (C) the shareholding held by its controlling parent company does not fall below 90 per cent.; (D) there are no material changes in the ownership structure of its controlling parent company which would result in the downgrading of the rating of any of the Senior Notes; and (E) the words ‘‘Deutsche Bank’’ are contained in its legal name unless S&P confirms that the deletion of such words does not affect the status of Eligible Institution and, in any case, only until such date when any of the Rating Agencies notifies the Issuer that Deutsche Bank S.p.A. no longer qualifies as an Eligible Institution.

“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, in all cases: (i) 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) such investments provide a fixed principal amount at maturity (such amount not being lower than the initially invested amount) and (iii) 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:

(1) “A-1+” by S&P in respect of short-term debt (or “A-1” by S&P for so long as, and to the extent that, the sum of (a) the balances of the Accounts opened with, or guaranteed by, an institution rated “A-1” by S&P and (b) the principal amount of the Eligible Investments rated “A-1” by S&P, at the same time owned by the Issuer, does not exceed 20 per cent. of the Principal Amount Outstanding of the Senior Notes), or such other rating as acceptable to S&P from time to time; and

(2) (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.

“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.

“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 three-month deposits in euro (save that for the first Interest

A08019169/2.1/03 Jul 2007 237

Period the rate will be obtained upon linear interpolation of EURIBOR for four- and five-month 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 respect of such Interest Period which appears on the Screen Rate nominated and notified by the Agent Bank for such purpose or, if necessary, the relevant linear interpolation, as determined by the Agent Bank in accordance with the Cash Administration and Agency Agreement 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.

A08019169/2.1/03 Jul 2007 238

“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 by the Issuer.

“First Amortisation Payment Date” means the Payment Date falling in March 2009.

“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.

“Initial Execution Date means 24 May 2004.

“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 Mortgage 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 Junior 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 including, for the avoidance of doubt, the Interest Amount calculated in respect of the Class B Notes following the occurrence of the Class B Interest Event.

“Intercreditor Agreement” means an intercreditor agreement dated the Signing Date between the Issuer, the Noteholders (represented by the Representative of the Noteholders), the Joint Lead Managers 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 two 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 two 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.

A08019169/2.1/03 Jul 2007 239

“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 December 2007.

“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 6 July 2007.

“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:

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


(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 Counterparty in accordance with the terms of the Swap Agreement 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 during the immediately preceding Collection Period;

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

A08019169/2.1/03 Jul 2007 240

(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 on the Securities and paid into the Payments Account during the immediately preceding Collection Period;

(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) following termination of the Swap Transactions any premium paid to the Issuer by a replacement Swap Counterparty 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 Senior Notes: (a) only in respect of payments ranking as items (i), (ii), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Acceleration Order of Priority and ranking as items (i), (ii), (iv), (v), (vi), (vii) (viii), (ix) and (x) 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 items (xii), (xiv) and (xv) of the Acceleration Order of Priority and ranking as (xi), (xiii) and (xiv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior Notes as at the day following the immediately preceding Payment Date. Provided that the Advances could be fully utilised if by doing so the Senior 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 Collection Period immediately preceding such Calculation Date;

(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 Swap Counterparty upon termination of the Swap Transactions 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 Transactions 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)).

“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.

A08019169/2.1/03 Jul 2007 241

“Issuer Secured Creditors” means the Noteholders, the Representative of the Noteholders, the Liquidity Providers, the Swap Counterparty, 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 Luxembourg Listing and Paying Agent, the Limited Recourse Loan Providers and the Originators (in respect of any monetary obligation due to it by the Issuer under the Transfer Agreements 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 Senior Notes Subscription Agreement, the Junior Notes Subscription Agreement, these Conditions and the Rules of the Organisation of Noteholders.

“Junior Notes Additional Interest Amount” means, on each Payment Date and in respect of the relevant Class of Junior Notes:

(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 (xxiv);

(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 (xxii);

(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.

“Junior Notes Subscription Agreement” means the subscription agreement in respect of the Junior Notes dated the Signing Date between the Junior Notes Underwriters, the Issuer and the Representative of the Noteholders.

“Junior Notes Underwriters” means, collectively, BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco and “Junior Notes Underwriter” means any one of them.

“Joint Lead Managers” means IXIS Corporate & Investment Bank, subsidiary of Natixis and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

“Limited Recourse Loan Agreement” means the limited recourse loan agreement dated the Signing Date between the Limited Recourse Loan Providers, the Representative of the Noteholders and the Issuer.

“Limited Recourse Loan Providers” means, collectively, BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen

A08019169/2.1/03 Jul 2007 242

Merano and Cassa Raiffeisen Valle Isarco and “Limited Recourse Loan Provider” means any one of them.

“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 26 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, BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco and “Liquidity Provider” means any one of them.

“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 € 18,708,000.

“Meeting” has the meaning given to it in the Rules of the Organisation of Noteholders.

“Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-term rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations.

“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.

“Moody’s” means Moody’s Investors Service Inc.

“Mortgage Loans” means, from time to time, the aggregate of the mortgage loans comprised in the Portfolios, the Claims in respect of which have been transferred to the Issuer in accordance with the Transfer Agreements 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 A1 Notes and Class A2 Notes outstanding, the Class A Notes considered as one Class; or

(b) upon repayment in full of the Class A1 Notes, the Class A2 Notes; or

(c) upon repayment in full of the Class A2 Notes, the Class B Notes; or

(d) upon repayment in full of the Class B Notes, the Junior Notes.

“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)

A08019169/2.1/03 Jul 2007 243

all amounts due to be paid by the Issuer on such Payment Date under items (i) to (xiv) (inclusive) 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 (xiii) (inclusive) 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).

“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, BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco 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 mortgage 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 Counterparty, the Originators, the Servicers, the Representative of the Noteholders, the Agent Bank, the Operating Bank, the English Transaction Bank, the Cash Manager, the Transaction Bank, the Principal Paying Agent, the Italian Paying Agent, the Back-up Servicer, the Corporate Servicer, the Stichting Corporate Services Provider, the Computation Agent, the Luxembourg Listing and Paying 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) the relevant 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 (a) prior to the service of a Trigger Notice, 4 December 2007 (being the first Payment Date) and, thereafter 4 March, 4 June, 4 September and 4 December 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) and (b) following the service of a Trigger Notice, the day falling 10 Business Days after the

A08019169/2.1/03 Jul 2007 244

Accumulation Date (if any) or any other day on which any payment is due to be made in accordance with the Acceleration Order of Priority, the Conditions and the Intercreditor Agreement.

“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 Mortgage Loans transferred to the Issuer by BCC Alta Valdisole pursuant to the relevant Transfer Agreement. “Portfolio No. 2” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Garda pursuant to the relevant Transfer Agreement. “Portfolio No. 3” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Alto Vicentino pursuant to the relevant Transfer Agreement. “Portfolio No. 4” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Ancona pursuant to the relevant Transfer Agreement. “Portfolio No. 5” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Banca Veneta pursuant to the relevant Transfer Agreement. “Portfolio No. 6” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Camerano pursuant to the relevant Transfer Agreement. “Portfolio No. 7” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Cavola e Sassuolo pursuant to the relevant Transfer Agreement. “Portfolio No. 8” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centrofiemme pursuant to the relevant Transfer Agreement. “Portfolio No. 9” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Centro Valsugana pursuant to the relevant Transfer Agreement. “Portfolio No. 10” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lavis pursuant to the relevant Transfer Agreement. “Portfolio No. 11” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Lucinico pursuant to the relevant Transfer Agreement. “Portfolio No. 12” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Marcon pursuant to the relevant Transfer Agreement. “Portfolio No. 13” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mezzolombardo pursuant to the relevant Transfer Agreement. “Portfolio No. 14” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Mori pursuant to the relevant Transfer Agreement. “Portfolio No. 15” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pergine pursuant to the relevant Transfer Agreement. “Portfolio No. 16” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Pinzolo pursuant to the relevant Transfer Agreement. “Portfolio No. 17” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Prealpi pursuant to the relevant Transfer Agreement. “Portfolio No. 18” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Rovereto pursuant to the relevant Transfer Agreement. “Portfolio No. 19” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Trento pursuant to the relevant Transfer Agreement. “Portfolio No. 20” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Tuenno pursuant to the relevant Transfer Agreement. “Portfolio No. 21” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valle dei Laghi pursuant to the relevant Transfer Agreement.

A08019169/2.1/03 Jul 2007 245

“Portfolio No. 22” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Valli di Primiero pursuant to the relevant Transfer Agreement. “Portfolio No. 23” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by BCC Veneziano pursuant to the relevant Transfer Agreement. “Portfolio No. 24” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Brunico pursuant to the relevant Transfer Agreement. “Portfolio No. 25” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Merano pursuant to the relevant Transfer Agreement. “Portfolio No. 26” means the monetary claims and connected rights arising under the Mortgage Loans transferred to the Issuer by Cassa Raiffeisen Valle Isarco pursuant to the relevant Transfer Agreement.

“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, the Portfolio No. 14, the Portfolio No. 15, the Portfolio No. 16, the Portfolio No. 17, the Portfolio No. 18, the Portfolio No. 19, the Portfolio No. 20, the Portfolio No. 21, the Portfolio No. 22, the Portfolio No. 23, the Portfolio No. 24, the Portfolio No. 25 and the Portfolio No. 26 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 26 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 Disequilibrium Event or a Class B 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 (xi) (following the occurrence of a Class A Disequilibrium Event) or items (i) to (xiii) (following the occurrence of a Class B Disequilibrium 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 Mortgage Loans.

“Principal Payment Amount” means collectively the Class A Notes Principal Payment Amount and the Class B Notes Principal Payment Amount.

“Quotaholder’s Agreement” means the quotaholder’s agreement in relation to the Issuer dated the Signing Date between the Issuer, Stichting Dundridge and the Representative of the Noteholders.

A08019169/2.1/03 Jul 2007 246

“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 Notes are outstanding.

“Rateo Amounts” means:

(i) € 60,104.33 with respect to BCC Alta Valdisole;

(ii) € 32,780.86 with respect to BCC Alto Garda;

(iii) € 3,695.97 with respect to BCC Alto Vicentino;

(iv) € 3,248.94 with respect to BCC Ancona;

(v) € 37,198.96 with respect to BCC Banca Veneta;

(vi) € 57,106.32 with respect to BCC Camerano;

(vii) € 74,496.73 with respect to BCC Cavola e Sassuolo;

(viii) € 4,844.13 with respect to BCC Centrofiemme;

(ix) € 21,839.67 with respect to BCC Centro Valsugana;

(x) € 54,675.58 with respect to BCC Lavis;

(xi) € 21,910.73 with respect to BCC Lucinico;

(xii) € 7,364.31 with respect to BCC Marcon;

(xiii) € 17,960.84 with respect to BCC Mezzolombardo;

(xiv) € 47,185.63 with respect to BCC Mori;

(xv) € 4,754.82 with respect to BCC Pergine;

(xvi) € 83,873.85 with respect to BCC Pinzolo;

(xvii) € 88,594.97 with respect to BCC Prealpi;

(xviii) € 35,819.47 with respect to BCC Rovereto;

(xix) € 24,420.38 with respect to BCC Trento;

(xx) € 6,758.33 with respect to BCC Tuenno;

(xxi) € 23,779.24 with respect to BCC Valle dei Laghi;

(xxii) € 25,486.27 with respect to BCC Valli di Primiero;

(xxiii) € 71,409.98 with respect to BCC Veneziano;

(xxiv) € 54,918.84 with respect to Cassa Raiffeisen Brunico;

(xxv) € 75,121.14 with respect to Cassa Raiffeisen Merano; and

(xxvi) € 8,111.81 with respect to Cassa Raiffeisen Valle Isarco.

A08019169/2.1/03 Jul 2007 247

“Rating Agencies” means Moody’s and S&P.

“Reference Banks” means, initially, Barclays Bank PLC, Lloyds TSB Bank plc, HSBC Bank plc and 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.

“relevant” when applied to the term “Portfolio” with respect to a Class of Junior Notes, means the Portfolio sold by the Originator that subscribes for such Class of Junior Notes pursuant to the Junior Notes Subscription Agreement and vice versa when applied to the term “Class of Junior Notes” with respect to a Portfolio, means the Class of Junior 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 “Class of Junior Notes” or which is directly and univocally linked to any of them.

“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:

(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

A08019169/2.1/03 Jul 2007 248

of the relevant Single Portfolio Available Funds under items (i) to (xv) 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 (xv) 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 (xv) 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 (xiv) of the Cross Collateral Order of Priority.

“Retention Amount” means an amount equal to € 50,000.

“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.

“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 the 26 euro-denominated securities accounts opened by the Issuer with the Transaction Bank identified with respect to each Portfolio into which, inter alia, the Relevant Securities shall be deposited pursuant to the relevant Limited Recourse Loan Agreement.

“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.

A08019169/2.1/03 Jul 2007 249

“Senior Notes Subscription Agreement” means the subscription agreement in respect of the Senior Notes dated the Signing Date between the Joint Lead Managers, the Originators, the Issuer and the Representative of the Noteholders.

“Servicers” means, collectively, BCC Alta Valdisole, BCC Alto Garda, BCC Alto Vicentino, BCC Ancona, BCC Banca Veneta, BCC Camerano, BCC Cavola e Sassuolo, BCC Centrofiemme, BCC Centro Valsugana, BCC Lavis, BCC Lucinico, BCC Marcon, BCC Mezzolombardo, BCC Mori, BCC Pergine, BCC Pinzolo, BCC Prealpi, BCC Rovereto, BCC Trento, BCC Tuenno, BCC Valle dei Laghi, BCC Valli di Primiero, BCC Veneziano, Cassa Raiffeisen Brunico, Cassa Raiffeisen Merano and Cassa Raiffeisen Valle Isarco 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

(iv) the Single Portfolio Amortised Principal (or portion thereof) unpaid at the previous Payment Date.

“Single Portfolio Available Funds” means, in respect of each Payment Date and each Portfolio, the aggregate 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 relevant Claims;


(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;

A08019169/2.1/03 Jul 2007 250

(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 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 Senior Notes, all amounts, if any, credited to the Reserve Account on any preceding Payment Date out of the relevant Single Portfolio Available Funds;

(xi) following termination of the Relevant Swap Transaction(s), the Relevant Proportion(s) of any premium paid to the Issuer by a replacement Swap Counterparty only for the purpose of entering into replacement swap transaction(s) similar to the Relevant Swap Transaction(s) net of any cost borne by the Issuer for entering into such replacement swap transaction(s);

(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 on the Relevant Securities and paid into the Payments Account during the immediately preceding Collection Date;

(xiv) until full repayment of the Senior Notes: (a) only in respect of payments ranking as items (i), (ii), (iv), (v), (vi), (vii), (viii), (ix) and (x) 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 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 (xi), (xiii) and (xv) 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 0.8 per cent. of the Principal Amount Outstanding of the Senior 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 Senior 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

A08019169/2.1/03 Jul 2007 251

(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;


“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 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 A1 Notes and Class A2 Notes as at such Payment Date (without considering any principal payment to be made on such Payment Date).

“Single Portfolio Class B 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 B Notes Principal Amount Outstanding; and

(ii) the aggregate of all the Single Portfolio Class B Notes Principal Payment Amounts paid to the Class B Noteholders on the preceding Payment Dates.

“Single Portfolio Class B 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 B Notes Principal Amount Outstanding; and

(b) the denominator of which is represented by the aggregate Principal Amount Outstanding of all Class B 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:

(i) the relevant Single Portfolio Amortised Principal, and

(ii) the relevant Single Portfolio Class A Notes Principal Amount Outstanding; each as at the immediately preceding Collection Date.

“Single Portfolio Class B Notes Principal Payment Amount” means with respect to each Payment Date and to each Portfolio the lower of:

A08019169/2.1/03 Jul 2007 252

(i) the relevant Single Portfolio Amortised Principal (minus the relevant Single Portfolio Class A Notes Principal Payment Amount as of the same date), and

(ii) the Single Portfolio Class B 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 2.08 per cent. of the Class A Notes, equal to € 9,045,000;

(ii) with respect to Portfolio No. 2 the Principal Amount Outstanding as at the Issue Date of 3.53 per cent. of the Class A Notes, equal to € 15,376,000;

(iii) with respect to Portfolio No. 3 the Principal Amount Outstanding as at the Issue Date of 5.55 per cent. of the Class A Notes, equal to € 24,177,000;

(iv) with respect to Portfolio No. 4 the Principal Amount Outstanding as at the Issue Date of 2.24 per cent. of the Class A Notes, equal to € 9,761,000;

(v) with respect to Portfolio No. 5 the Principal Amount Outstanding as at the Issue Date of 3.71 per cent. of the Class A Notes, equal to € 16,182,000;

(vi) with respect to Portfolio No. 6 the Principal Amount Outstanding as at the Issue Date of 4.59 per cent. of the Class A Notes, equal to € 19,986,000;

(vii) with respect to Portfolio No. 7 the Principal Amount Outstanding as at the Issue Date of 2.86 per cent. of the Class A Notes, equal to € 12,463,000;

(viii) with respect to Portfolio No. 8 the Principal Amount Outstanding as at the Issue Date of 2.41 per cent. of the Class A Notes, equal to € 10,487,000;

(ix) with respect to Portfolio No. 9 the Principal Amount Outstanding as at the Issue Date of 3.49 per cent. of the Class A Notes, equal to €15,224,000;

(x) with respect to Portfolio No. 10 the Principal Amount Outstanding as at the Issue Date of 6.10 per cent. of the Class A Notes, equal to € 26,557,000;

(xi) with respect to Portfolio No. 11 the Principal Amount Outstanding as at the Issue Date of 2.26 per cent. of the Class A Notes, equal to € 9,866,000;

(xii) with respect to Portfolio No. 12 the Principal Amount Outstanding as at the Issue Date of 5.10 per cent. of the Class A Notes, equal to € 22,221,000;

(xiii) with respect to Portfolio No. 13 the Principal Amount Outstanding as at the Issue Date of 1.89 per cent. of the Class A Notes, equal to € 8,239,000;

(xiv) with respect to Portfolio No. 14 the Principal Amount Outstanding as at the Issue Date of 4.76 per cent. of the Class A Notes, equal to € 20,722,000;

(xv) with respect to Portfolio No. 15 the Principal Amount Outstanding as at the Issue Date of 3.44 per cent. of the Class A Notes, equal to € 15,004,000;

(xvi) with respect to Portfolio No. 16 the Principal Amount Outstanding as at the Issue Date of 2.46 per cent. of the Class A Notes, equal to € 10,710,000;

A08019169/2.1/03 Jul 2007 253

(xvii) with respect to Portfolio No. 17 the Principal Amount Outstanding as at the Issue Date of 9.76 per cent. of the Class A Notes, equal to € 42,536,000;

(xviii) with respect to Portfolio No. 18 the Principal Amount Outstanding as at the Issue Date of 4.02 per cent. of the Class A Notes, equal to € 17,527,000;

(xix) with respect to Portfolio No. 19 the Principal Amount Outstanding as at the Issue Date of 3.08 per cent. of the Class A Notes, equal to € 13,425,000;

(xx) with respect to Portfolio No. 20 the Principal Amount Outstanding as at the Issue Date of 4.11 per cent. of the Class A Notes, equal to € 17,888,000;

(xxi) with respect to Portfolio No. 21 the Principal Amount Outstanding as at the Issue Date of 2.47 per cent. of the Class A Notes, equal to € 10,753,000;

(xxii) with respect to Portfolio No. 22 the Principal Amount Outstanding as at the Issue Date of 2.72 per cent. of the Class A Notes, equal to € 11,839,000;

(xxiii) with respect to Portfolio No. 23 the Principal Amount Outstanding as at the Issue Date of 6.80 per cent. of the Class A Notes, equal to € 29,622,000;

(xxiv) with respect to Portfolio No. 24 the Principal Amount Outstanding as at the Issue Date of 4.24 per cent. of the Class A Notes, equal to € 18,465,000;

(xxv) with respect to Portfolio No. 25 the Principal Amount Outstanding as at the Issue Date of 3.75 per cent. of the Class A Notes, equal to € 16,324,000; and

(xxvi) with respect to Portfolio No. 26 the Principal Amount Outstanding as at the Issue Date of 2.58 per cent. of the Class A Notes, equal to € 11,251,000.

“Single Portfolio Initial Class B Notes Principal Amount Outstanding” means:

(i) with respect to Portfolio No. 1 the Principal Amount Outstanding as at the Issue Date of 2.10 per cent. of the Class B Notes, equal to € 368,000;

(ii) with respect to Portfolio No. 2 the Principal Amount Outstanding as at the Issue Date of 3.54 per cent. of the Class B Notes, equal to € 619,000;

(iii) with respect to Portfolio No. 3 the Principal Amount Outstanding as at the Issue Date of 5.59 per cent. of the Class B Notes, equal to € 979,000;

(iv) with respect to Portfolio No. 4 the Principal Amount Outstanding as at the Issue Date of 2.29 per cent. of the Class B Notes, equal to € 401,000;

(v) with respect to Portfolio No. 5 the Principal Amount Outstanding as at the Issue Date of 3.78 per cent. of the Class B Notes, equal to € 661,000;

(vi) with respect to Portfolio No. 6 the Principal Amount Outstanding as at the Issue Date of 4.62 per cent. of the Class B Notes, equal to € 808,000;

(vii) with respect to Portfolio No. 7 the Principal Amount Outstanding as at the Issue Date of 2.82 per cent. of the Class B Notes, equal to €494,000;

(viii) with respect to Portfolio No. 8 the Principal Amount Outstanding as at the Issue Date of 2.45 per cent. of the Class B Notes, equal to €428,000;

A08019169/2.1/03 Jul 2007 254

(ix) with respect to Portfolio No. 9 the Principal Amount Outstanding as at the Issue Date of 3.50 per cent. of the Class B Notes, equal to €612,000;

(x) with respect to Portfolio No. 10 the Principal Amount Outstanding as at the Issue Date of 6.04 per cent. of the Class B Notes, equal to €1,056,000;

(xi) with respect to Portfolio No. 11 the Principal Amount Outstanding as at the Issue Date of 2.24 per cent. of the Class B Notes, equal to €392,000;

(xii) with respect to Portfolio No. 12 the Principal Amount Outstanding as at the Issue Date of 5.19 per cent. of the Class B Notes, equal to € 909,000;

(xiii) with respect to Portfolio No. 13 the Principal Amount Outstanding as at the Issue Date of 1.83 per cent. of the Class B Notes, equal to €321,000;

(xiv) with respect to Portfolio No. 14 the Principal Amount Outstanding as at the Issue Date of 4.70 per cent. of the Class B Notes, equal to €823,000;

(xv) with respect to Portfolio No. 15 the Principal Amount Outstanding as at the Issue Date of 3.32 per cent. of the Class B Notes, equal to € 581,000;

(xvi) with respect to Portfolio No. 16 the Principal Amount Outstanding as at the Issue Date of 2.51 per cent. of the Class B Notes, equal to € 440,000;

(xvii) with respect to Portfolio No. 17 the Principal Amount Outstanding as at the Issue Date of 9.64 per cent. of the Class B Notes, equal to € 1,687,000;

(xviii) with respect to Portfolio No. 18 the Principal Amount Outstanding as at the Issue Date of 3.93 per cent. of the Class B Notes, equal to € 687,000;

(xix) with respect to Portfolio No. 19 the Principal Amount Outstanding as at the Issue Date of 3.12 per cent. of the Class B Notes, equal to € 546,000;

(xx) with respect to Portfolio No. 20 the Principal Amount Outstanding as at the Issue Date of 4.08 per cent. of the Class B Notes, equal to € 714,000;

(xxi) with respect to Portfolio No. 21 the Principal Amount Outstanding as at the Issue Date of 2.48 per cent. of the Class B Notes, equal to € 434,000;

(xxii) with respect to Portfolio No. 22 the Principal Amount Outstanding as at the Issue Date of 2.70 per cent. of the Class B Notes, equal to € 472,000;

(xxiii) with respect to Portfolio No. 23 the Principal Amount Outstanding as at the Issue Date of 6.89 per cent. of the Class B Notes, equal to € 1,206,000;

(xxiv) with respect to Portfolio No. 24 the Principal Amount Outstanding as at the Issue Date of 4.25 per cent. of the Class B Notes, equal to € 743,000;

(xxv) with respect to Portfolio No. 25 the Principal Amount Outstanding as at the Issue Date of 3.79 per cent. of the Class B Notes, equal to € 664,000; and

(xxvi) with respect to Portfolio No. 26 the Principal Amount Outstanding as at the Issue Date of 2.60 per cent. of the Class B Notes, equal to € 455,000.

“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

A08019169/2.1/03 Jul 2007 255

items (i) to (xi) (inclusive), and items (xiii) and (xv) 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 A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C1 Notes;

(ii) with respect to Portfolio No. 2, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C2 Notes;

(iii) with respect to Portfolio No. 3, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C3 Notes;

(iv) with respect to Portfolio No. 4 the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C4 Notes;

(v) with respect to Portfolio No. 5, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C5 Notes;

(vi) with respect to Portfolio No. 6, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C6 Notes;

(vii) with respect to Portfolio No. 7, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C7 Notes;

(viii) with respect to Portfolio No. 8, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C8 Notes;

(ix) with respect to Portfolio No. 9, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C9 Notes;

(x) with respect to Portfolio No. 10, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C10 Notes;

(xi) with respect to Portfolio No. 11, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C11 Notes;

(xii) with respect to Portfolio No. 12, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C12 Notes;

A08019169/2.1/03 Jul 2007 256

(xiii) with respect to Portfolio No. 13, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C13 Notes;

(xiv) with respect to Portfolio No. 14, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C14 Notes;

(xv) with respect to Portfolio No. 15, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C15 Notes;

(xvi) with respect to Portfolio No. 16, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C16 Notes;

(xvii) with respect to Portfolio No. 17, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C17 Notes;

(xviii) with respect to Portfolio No. 18, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C18 Notes;

(xix) with respect to Portfolio No. 19, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C19 Notes;

(xx) with respect to Portfolio No. 20, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C20 Notes;

(xxi) with respect to Portfolio No. 21, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C21 Notes;

(xxii) with respect to Portfolio No. 22, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C22 Notes;

(xxiii) with respect to Portfolio No. 23, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C23 Notes;

(xxiv) with respect to Portfolio No. 24, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C24 Notes;

(xxv) with respect to Portfolio No. 25, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C25 Notes; and

(xxvi) with respect to Portfolio No. 26, the aggregate of the relevant Single Portfolio Class A Notes Principal Amount Outstanding, the relevant Single Portfolio Class B Notes Principal Amount Outstanding and the Principal Amount Outstanding of the Class C26 Notes,

A08019169/2.1/03 Jul 2007 257

in each case as at the immediately preceding Collection Date.

“Single Portfolio Reserve Accounts” means the 26 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 (xvi) 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) € 380,000 with respect to BCC Alta Valdisole;

(ii) € 660,000 with respect to BCC Alto Garda;

(iii) € 1,022,000 with respect to BCC Alto Vicentino;

(iv) € 399,000 with respect to BCC Ancona;

(v) € 673,000 with respect to BCC Banca Veneta;

(vi) € 849,000 with respect to BCC Camerano;

(vii) € 549,000 with respect to BCC Cavola e Sassuolo;

(viii) € 436,000 with respect to BCC Centrofiemme;

(ix) € 654,000 with respect to BCC Centro Valsugana;

(x) € 1,164,000 with respect to BCC Lavis;

(xi) € 436,000 with respect to BCC Lucinico;

(xii) € 919,000 with respect to BCC Marcon;

(xiii) € 372,000 with respect to BCC Mezzolombardo;

(xiv) € 909,000 with respect to BCC Mori;

(xv) € 677,000 with respect to BCC Pergine;

(xvi) € 438,000 with respect to BCC Pinzolo;

(xvii) € 1,875,000 with respect to BCC Prealpi;

(xviii) € 789,000 with respect to BCC Rovereto;

(xix) € 564,000 with respect to BCC Trento;

(xx) € 776,000 with respect to Tuenno;

A08019169/2.1/03 Jul 2007 258

(xxi) € 459,000 with respect to BCC Valle dei Laghi;

(xxii) € 516,000 with respect to BCC Valli di Primiero;

(xxiii) € 1,239,000 with respect to BCC Veneziano;

(xxiv) € 789,000 with respect to Cassa Raiffeisen Brunico;

(xxv) € 686,000 with respect to Cassa Raiffeisen Merano; and

(xxvi) € 478,000 with respect to Cassa Raiffeisen Valle Isarco.

“Single Series Junior Notes Interest Payment Amount” means with respect to each Payment Date and to each Class of Junior 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; 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; 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 (ix), (xv) and (xviii) 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 (x), (xiii), (xv) and (xvi) 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 (ix), (xii) , (xiv) and (xvi) 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 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

A08019169/2.1/03 Jul 2007 259

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.

“Subsequent Maximum Commitment Amount” means the sum of all the Subsequent Single Provider Maximum Commitment Amount.

“Subsequent Single Provider Maximum Commitment Amount” means each Single Provider Maximum Commitment Amount as yearly decreased (starting from the Payment Date falling on September 2008 and on each following Payment Date falling on September) in an amount of the 1 per cent. of the relevant Single Provider Maximum Commitment Amount for any Liquidity Provider in relation to which no Advance has been drawn in the four latest Payment Dates (including the Payment Date falling on that September on which the decrease shall take effect).

“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 Swap Counterparty and the Representative of the Noteholders, together with the Swap Transactions and the credit support annex executed thereunder on or around the Signing Date between the Issuer and the Swap Counterparty.

“Swap Counterparty” means IXIS Corporate & Investment Bank, subsidiary of Natixis or any successor swap counterparty appointed from time to time in respect of this Securitisation.

“Swap Transactions” means the interest rate swap transactions entered into between the Issuer and the Swap Counterparty on the Signing Date and “Swap Transaction” means any one of these.

“S&P” means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc.

“TARGET Settlement Day” means any day on which TARGET (the Trans-European Automated Real-Time Gross Settlement Express Transfer system) is open.

“Transaction Documents” means, collectively, the Italian Law Transaction Documents and the English Law Transaction Documents.

“Transitory Collection and Recoveries Accounts” means the 26 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 26 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 2 May 2007.

A08019169/2.1/03 Jul 2007 260

“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.

(b) 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 “Class B 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 B Notes in an amount equal to the relevant Single Portfolio Class B Notes Principal Payment Amount under item (xiii) of the Pre-Acceleration Order of Priority or (ii) the Single Portfolio Class B 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 “Class B Interest Event” shall occurr when the Default Ratio, is equal to or higher than 10 per cent.;

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 or the Subsequent Maximum Commitment Amount (as applicable);

an “Initial Rating Event” will have occurred if the unsecured, unsubordinated debt obligations of the Swap Counterparty cease to be rated at least as high as:

(i) “A-1” by S&P (in respect of short-term debt); or



(iv) “A1” (in respect of long-term debt) where the Swap Counterparty is not the subject of a Moody’s Short-term Rating;

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

A08019169/2.1/03 Jul 2007 261

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 (a) 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 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 50 per cent. of the Single Provider Maximum Commitment Amount or the Subsequent Single Provider Maximum Commitment Amount (as applicable) 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 the unsecured, unsubordinated debt obligations of the Swap Counterparty cease to be rated at least as high as:

(i) “BBB-” by S&P (in respect of long-term debt); or



(iv) “A3” (in respect of long-term debt) where the Swap Counterparty (or the Swap Guarantor, as applicable) is not the subject of a Moody’s Short-term Rating.

2. FORM, DENOMINATION, STATUS

(1) 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.

A08019169/2.1/03 Jul 2007 262

(2) Denomination

The Senior Notes are issued in the denomination of € 50,000. The Junior Notes are issued in the denomination of € 1,000.

(3) Title

The Notes will be held by Monte Titoli on behalf of the Noteholders until redemption for the account of the relevant Monte Titoli Account Holder. Monte Titoli shall act as depository for Clearstream, Luxembourg 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 No. 11768 of 23 December 1998 of the CONSOB as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes. However, the Notes may be deemed for certain regulatory and fiscal purposes to constitute “bearer” (al portatore) and not “registered” (nominativi) securities.

(4) 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 Junior Notes Subscription Agreement;

A08019169/2.1/03 Jul 2007 263

(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 Order of Priority.

(3) Ranking

(i) The Notes of each Class will rank pari passu and without any preference or priority among themselves.

(ii) In respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice:

(A) the Class A1 Notes and the Class A2 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior 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)).

(iii) In respect of the obligations of the Issuer to repay principal on the Notes, prior to the service of either a Trigger Notice or a Cross Collateral Notice:

(A) the Class A1 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class A2 Notes, the Class B Notes and the Junior Notes;

(B) the Class A2 Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;

A08019169/2.1/03 Jul 2007 264

(C) the Class B Notes rank pari passu and without any preference or priority among themselves and in priority to the Junior Notes, but subordinate to the Class A Notes;

(D) the Junior Notes rank pari passu and without any preference or priority among themselves, but subordinate to the Senior Notes,

it being understood that repayment of principal on the Notes will be funded out of the Single Portfolio Available Funds (subject to Condition 5(1) (Pre-Acceleration Order of Priority)).

(iv) In respect of the obligations of the Issuer to pay interest on the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice:

(A) the Class A Notes rank pari passu and without any preference or priority among themselves and in priority to the Class B Notes and the Junior Notes;



provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Cross Collateral Order of Priority, subject to the availability of Issuer Available Funds,

it being understood that payments of interest on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority)).

(v) In respect of the obligations of the Issuer to repay principal on the Notes, prior to the service of a Trigger Notice but following the service of a Cross Collateral Notice:




it being understood that repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(3) (Cross Collateral Order of Priority)).

(vi) In respect of the obligations of the Issuer (a) to pay interest and (b) to repay principal on the Notes following the service of a Trigger Notice:




A08019169/2.1/03 Jul 2007 265

provided that, for so long as there are Class A Notes outstanding, following the occurrence of the Class B Interest Event, interest accruing on the Class B Notes will be subordinated to repayment of principal on the Class A Notes pursuant to the Acceleration Order of Priority, subject to the availability of Issuer Available Funds,

it being understood that payment of interest and repayment of principal on the Notes will be funded out of the Issuer Available Funds (subject to Condition 5(2) (Acceleration Order of Priority)).

(vii) The Intercreditor Agreement and the Rules of the Organisation of Noteholders provide that the Representative of the Noteholders shall have regard to the respective interests of all Noteholders in connection with the exercise of the powers, authorities, rights, duties and discretions of the Representative of the Noteholders under or in relation to the Notes or any of the Transaction Documents. If, however, in the opinion of the Representative of the Noteholders, there is a conflict between the interests of the Class A Noteholders and the interests of the holders of any other Classes of Notes, the Representative of the Noteholders is required under the Intercreditor Agreement and the Rules of the Organisation of Noteholders to have regard only to the interests of the Class A Noteholders, until the Class A Notes have been entirely redeemed. Once the Class A Notes have been entirely redeemed, if in the opinion of the Representative of the Noteholders there is a conflict between the interests of the Class B Noteholders and the interests of the Junior Noteholders, the Representative of the Noteholders is required to have regard only to the interests of the Class B Noteholders, until the Class B Notes have been entirely redeemed. For the purposes of this Condition 3(3)(vii), the Class A1 Notes and the Class A2 Notes will be deemed one Class of Notes.

(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

A08019169/2.1/03 Jul 2007 266

(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

(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 Ufficio Italiano Cambi pursuant to article 106 of the Banking Act or from the register kept by the Bank of Italy under article 107 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) Mortgage Loans

agree to any request by each Servicer to change the rate of interest on any Mortgage Loan or to waive any of its rights under any Mortgage Loan; or

(ix) 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 S&P that the opening

A08019169/2.1/03 Jul 2007 267

of any such account will not prejudice any of the ratings of the Senior Notes, (ii) the Issuer notifies Moody’s 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

(x) 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

(xi) 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;

(xii) 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

(xiii) 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”);

A08019169/2.1/03 Jul 2007 268

(ii) securitising such Further Portfolios (each, a “Further Securitisation”) through the issue of further debt securities additional to the Notes (the “Further Notes”);

(iii) entering into agreements and transactions, with the Originators or any other entity, that are incidental to or necessary in connection with such Further 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 Agencies give 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 Senior 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; and

(F) the Representative of the Noteholders is satisfied that conditions (A) to (E) 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 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.

A08019169/2.1/03 Jul 2007 269

5. ORDERS OF PRIORITY

(1) 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:


(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



(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



(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;

A08019169/2.1/03 Jul 2007 270

(vi) Sixth, to pay the Relevant Proportion(s) of all amounts due and payable to the Swap Counterparty under the terms of the Relevant Swap Transaction(s) other than any termination payment due to the Swap Counterparty upon termination of the Swap Transaction(s) in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the 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 the 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;

(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 A1 Notes and the Class A2 Notes (which, for this purposes, will be considered as one Class);

(ix) Ninth, in or towards satisfaction, pro rata and pari passu, of the Single Portfolio Class B Notes Ratio of all amounts of interest due and payable on the Single Portfolio Class B Notes Principal Amount Outstanding;


(xi) Eleventh,

(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 A1 Notes and the Class A2 Notes in an aggregate amount up to the relevant Single Portfolio Class A Notes Principal Payment Amount, in the following order of priority:

(i) the Class A1 Notes pro rata and pari passu until the Class A1 Notes are repaid in full; and

(ii) the Class A2 Notes pro rata and pari passu until the Class A2 Notes are repaid in full;

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

(xiii) Thirteenth,

(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 B Notes Principal Payment Amount; and

A08019169/2.1/03 Jul 2007 271

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

(xiv) Fourteenth, upon the occurrence of a Class B Disequilibrium Event, to credit the relevant Principal Amortisation Reserve Amount into the relevant Principal Amortisation Reserve Account;

(xv) Fifteenth, 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;

(xvi) Sixteenth, 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;

(xvii) Seventeenth, 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;

(xviii) Eighteenth, in or towards satisfaction of the Relevant Proportion(s) of any termination payment due and payable to the Swap Counterparty under the terms of the Relevant Swap Transaction(s) upon termination of the Relevant Swap Transaction(s) in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

(xix) Nineteenth, 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;

(xx) Twentieth, 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;

(xxi) Twenty-first, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment Amount of the relevant Class of Junior Notes;

(xxii) Twenty-second, upon repayment in full of the Senior 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;

(xxiii) Twenty-third, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Junior Notes until the Principal Amount Outstanding of the relevant Class of Junior Notes is equal to € 5,000;

(xxiv) Twenty-fourth, 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 Junior Notes until the relevant Class of Junior Notes is redeemed in full;

(xxv) Twenty-fifth, upon repayment in full of the Senior Notes, in or towards satisfaction, pro rata and pari passu, of the Junior Notes Additional Interest Amount (if any) due and payable on the Junior Notes.

A08019169/2.1/03 Jul 2007 272

(2) 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, 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 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 the Swap Counterparty under the terms of the Swap Agreement other than any termination payment due to the Swap Counterparty upon

A08019169/2.1/03 Jul 2007 273

termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the 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 the Swap Counterparty in relation to the termination of the Swap Transactions 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 the 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;

(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,




(xi) Eleventh, 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;

(xii) Twelfth, 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;

(xiii) Thirteenth, on any Payment Date following the occurrence of the Class B Interest Event, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class B Notes to the extent not already paid under item (x) of the Acceleration Order of Priority;

(xiv) Fourteenth, 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 Class B Notes until redemption in full of the Class B Notes;

(xv) Fifteenth, 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;

(xvi) Sixteenth, in or towards satisfaction of any termination payment due and payable to the Swap Counterparty under the terms of the Swap Agreement upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap

A08019169/2.1/03 Jul 2007 274

Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vii) 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 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;


(xix) Nineteenth, upon repayment in full of the Senior Notes, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment Amount of each Class of Junior Notes;


(xxi) Twenty-first, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of each Class of Junior 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.

(3) 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:


(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

A08019169/2.1/03 Jul 2007 275

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



(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



(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 the Swap Counterparty under the terms of the Swap Agreement other than any termination payment due to the Swap Counterparty upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the 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 the Swap Counterparty in relation to the termination of the Swap Transactions 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 the 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;

(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,

A08019169/2.1/03 Jul 2007 276





(xi) Eleventh,

(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;

(xii) Twelfth, on any Payment Date following the occurrence of the Class B Interest Event, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable on the Class B Notes to the extent not already paid under item (ix) of the Cross Collateral Order of Priority;

(xiii) Thirteenth,

(A) on each Payment Date up to, but excluding, the First Amortisation Payment Date, to credit to the Principal Accumulation Account the relevant Class B 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 B Notes Principal Payment Amount until the Class B Notes are repaid in full;

(xiv) Fourteenth, 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;

(xv) Fifteenth, 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;

(xvi) Sixteenth, in or towards satisfaction of any termination payment due and payable to the Swap Counterparty under the terms of the Swap Agreement upon termination of the Swap Transactions in circumstances where either (i) the 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 the Swap Counterparty has failed to take such action as is required in the Swap Agreement to remedy such Initial Rating Event or Subsequent Rating Event, other than the payments referred to under item (vi) above;

A08019169/2.1/03 Jul 2007 277

(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 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;


(xix) Nineteenth, in or towards satisfaction, pro rata and pari passu, of the Single Series Junior Notes Interest Payment Amount of each Class of Junior Notes;


(xxi) Twenty-first, upon repayment in full of the Senior Notes, in or towards repayment, pro rata and pari passu, of the Principal Amount Outstanding of the relevant Class of Junior Notes until the Principal Amount Outstanding of the relevant Class of Junior Notes is equal to € 5,000;

(xxii) Twenty-second, 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 Junior Notes until the relevant Class of Junior Notes is redeemed in full;

(xxiii) Twenty-third, in or towards satisfaction, pro rata and pari passu, of the Junior Notes Additional Interest Amount (if any) due and payable on the Junior Notes.

6. INTEREST

(1) Payment Dates and Interest Periods

Each of the Senior 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 first Interest Period, the Issue Date) and ending on (but excluding) the next (or, in the case of the first Interest Period, the first) Payment Date is herein called an “Interest Period”.

Interest in respect of each Class of Junior Notes is payable quarterly in arrears on each Payment Date in Euro in an amount equal to the relevant Single Series Junior Notes Interest Payment Amount as determined by the Computation Agent on the relevant Calculation Date.

In addition to the Single Series Junior Notes Interest Payment Amount, the Junior Noteholders shall be entitled, for each Interest Period, to the payment of an amount equal to the Junior Notes Additional Interest Amount calculated on each Calculation Date and which will be payable on the next Payment 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 360 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:

A08019169/2.1/03 Jul 2007 278

(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 A1 Notes (the “Class A1 Rate of Interest”), the Class A2 Notes (the “Class A2 Rate of Interest”) and the Class B Notes (the “Class B Rate of Interest”) 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 Class A1 Rate of Interest for such Interest Period shall be the sum of:

(A) 0.11 per cent. per annum; and

(B) the EURIBOR;

(iii) the Class A2 Rate of Interest for such Interest Period shall be the sum of:


(B) the EURIBOR;

(iv) the Class B Rate of Interest for such Interest Period shall be the sum of:


(B) the EURIBOR;

(3) Determination of the Interest Rate, Calculation of the Interest Amount and Single Series Junior Notes Interest Payment Amount

(a) The Agent Bank shall, on each Interest Determination Date:

(i) determine the Interest Rate applicable to the Interest Period beginning 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 each Class of Senior Notes 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 each Class of Senior 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 360, 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 Junior Notes, the Single Series Junior Notes Interest Payment Amount (if any) that may be payable in respect of each Class of Junior Notes on such Payment Date.

A08019169/2.1/03 Jul 2007 279

(4) Interest on the Junior Notes

In addition to the Single Series Junior Notes Interest Payment Amount, the Junior Noteholders shall be entitled, for each Interest Period, to the payment of an amount equal to the Junior Notes Additional Interest Amount calculated on each Calculation Date and which will be payable on the next Payment Date. The Computation Agent will, on the Calculation Date immediately preceding the Payment Date, in relation to each Interest Period, calculate and communicate to the Principal Paying Agent and the Junior Noteholders any Junior Notes Additional Interest Amount that may be payable in respect of the Junior Notes on such Payment Date.

(5) Publication of the Rate of Interest and the Interest Amount

The Agent Bank will cause the Rate of Interest and the Interest Amount in respect of the Senior Notes 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 Luxembourg 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.

(6) 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 Junior 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 Junior 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.

(7) 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 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.

(8) 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

A08019169/2.1/03 Jul 2007 280

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).

(9) 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 A1 Note, Class A2 Note, Class B Note or Junior 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 June 2043 (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 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 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

A08019169/2.1/03 Jul 2007 281

(b) either the Issuer or any paying agent appointed in respect of the Senior Notes or any custodian of the Senior Notes is required to deduct or withhold any amount (other than in respect of a Decree 239 Withholding) in respect of any Class of Senior 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 Senior 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 Mortgage 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

(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 Senior Notes only, if all the Junior Noteholders consent) 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.

A08019169/2.1/03 Jul 2007 282

For so long as any of the Senior Notes are listed on the Luxembourg 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 Luxembourg Stock Exchange.

Upon redemption of the Senior 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 Junior Notes.

(4) Mandatory redemption

The Senior 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.

Upon redemption of the Senior 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 Junior 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 Senior Notes only, if all the Junior Noteholders consent) and to make all payments ranking in priority, or pari passu, thereto, on any Payment Date falling after the Payment Date on 4 March 2009, if at the preceding Calculation Date the aggregate principal outstanding amount of the Portfolios is equal to or less than 10 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 Senior Notes only, if all the Junior Noteholders consent) 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.

A08019169/2.1/03 Jul 2007 283

(iv) For so long as any of the Senior Notes are listed on the Luxembourg 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 Luxembourg 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,

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 case of the sale of the Portfolios to a transferee that does not have a current rating assigned by S&P or that has a current rating in the non investment-grade category, the following documents shall be provided to S&P 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 Junior 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):

A08019169/2.1/03 Jul 2007 284

(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, the Single Portfolio Class B Note Principal Payment Amounts or the Principal Payment Amounts, as the case may be, on the next following Payment Date;

(iii) the Single Portfolio Class A Note Principal Payment Amounts, the Single Portfolio Class B Note Principal Payment Amounts or the 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;

(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: (i) the Single Portfolio Class A Ratio; and (ii) the Single Portflio Class B Ratio;

(viii) the interest payable (if any) in respect of the Notes of each Class of the Senior Notes on the next following Payment Date;

(ix) with respect to each Class of Junior Notes, the amount of the relevant Single Series Junior 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;

A08019169/2.1/03 Jul 2007 285

(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;

(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) the Junior Notes Additional Interest Amount (if any);

(xxix) whether a Class A Disequilibrium Event has occurred;

(xxx) whether a Class B Disequilibrium Event has occurred;

(xxxi) whether a Single Portfolio Detrimental Event has occurred;

(xxxii) whether a Detrimental Event has occurred;

(xxxiii) whether a Trigger Event has occurred;

(xxxiv) whether a Cross Collateral Event has occurred;

(xxxv) whether a Class B Interest Event has occurred; and

(xxxvi) 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.

A08019169/2.1/03 Jul 2007 286

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 Luxembourg 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 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 provided that (as long as the Senior Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) the Issuer will at all times maintain a paying agent having a registered office in Luxembourg.

(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).

A08019169/2.1/03 Jul 2007 287

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 or, where different, the Notes of the Most Senior Class (excluding the Junior 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 or, where different, the Notes of the Most Senior Class (excluding the Junior 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 Senior 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 Senior 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;

A08019169/2.1/03 Jul 2007 288

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 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 Disequilibrium Event occurs; or

(ii) with respect to eight consecutive Payment Dates, a Class B Disequilibrium Event occurs;

(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 or the Subsequent Maximum Commitment Amount (as applicable) (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.

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

A08019169/2.1/03 Jul 2007 289

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 cent. of 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.

(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 each Class of Senior Notes after payment of all other claims ranking in priority to the Senior 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 Senior Notes of each Class after payment of all other claims ranking in priority to the Senior 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

A08019169/2.1/03 Jul 2007 290

the initial Representative of the Noteholders who is appointed at the time of issue of the Notes pursuant to the Subscription Agreements. 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.

(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 Senior Notes are listed on the Luxembourg Stock Exchange, any change in the identity of the Representative of the Noteholders shall be notified to the Luxembourg 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 Luxembourg Listing and Paying Agent, the

A08019169/2.1/03 Jul 2007 291

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.

(m) The initial Principal Paying Agent, Computation Agent, Luxembourg Listing and Paying 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 Luxembourg Listing and Paying 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, Luxembourg listing and paying 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 Luxembourg Listing and Paying Agent is replaced at any time, the Issuer will provide notice of the appointment of any replacement to the Luxembourg Stock Exchange.

(n) The Issuer undertakes that it will ensure that it maintains:

(i) at least one Paying Agent having its specified office in a European city which so long as the Senior Notes are listed on the Luxembourg Stock Exchange shall be Luxembourg, a paying agent having its specified office in Milan, a computation agent, a transaction bank (acting through an office or branch located in the Republic of Italy), and an agent bank; and

(ii) a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive.

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 Agencies, 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

A08019169/2.1/03 Jul 2007 292

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 Agencies, 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

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, the Class B Notes or the Junior 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, Class B Noteholder, Class C Noteholder or, as the case may be, Junior Noteholder 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 Senior Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any notice regarding the Senior Notes to such Noteholders shall be deemed to have been duly given if published in a leading newspaper having general circulation in Luxembourg (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

A08019169/2.1/03 Jul 2007 293

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 Luxembourg Stock Exchange website (www.bourse.lu).

(2) Other methods

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 Collection Account Bank, the Principal Paying Agent, the Agent Bank, the Computation Agent, the Listing Agent, Irish Paying Agent, the Transaction Bank, the Representative of the Noteholders and the Joint Lead Managers, 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;

(iii) Luxembourg Listing and Paying Agent: Deutche Bank Luxembourg S.A., at its offices at 2 boulevard Konrad Adenauer L-1115 Luxembourg;

(iv) Representative of the Noteholders: Deutche Trustee Company Limited, at its offices at Winchester House, 1 Great Winchester Street, EC2N 2DB London, United Kingdom; and

(v) Joint Lead Managers:

(a) IXIS Corporate & Investment Bank, subsidiary of Natixis, at its offices at 47, quai d’Austerlitz, 75648 Paris cedex 13, France; and

(b) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, at its offices at Platz der Republik, D-60265 Frankfurt am Main, Germany.

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.

A08019169/2.1/03 Jul 2007 294

(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 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

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 Hackwood Secretaries Limited, at its registered office for the time being, (being at the date hereof at One Silk Street, London EC2Y 8HQ), 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.

A08019169/2.1/03 Jul 2007 295

SCHEDULE RULES OF THE ORGANISATION OF NOTEHOLDERS

Title I — General Provisions

Article 1 (General)

The Organisation of Noteholders is created by the issue and by the subscription of the Notes, and shall remain in force and in effect until full repayment and cancellation of the Class A Notes, the Class B Notes and the Junior 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 Senior 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: (1) 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;

(2) 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

A08019169/2.1/03 Jul 2007 296

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;

(3) 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

(4) 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 C Noteholders” means the holders of the Junior Notes.

“Class of Notes” means the Class A Notes, the Class B Notes or the Junior Notes.

“Conditions” means the terms and conditions of the Class A Notes, the Class B Notes or the Junior 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 Securitisation 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) in connection with a Meeting of Class C Noteholders, Junior Notes and Class C Noteholders respectively;

(d) and otherwise, in the case of a joint Meeting of more than one Class, any or all of the Class A Notes, the Class B Notes and the Junior Notes and any or all of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, respectively.

“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.

A08019169/2.1/03 Jul 2007 297

“Relevant Class Noteholders” means the Class A Noteholders and/or the Class B Noteholders and/or the Class C Noteholders and/or the combination of the Class A Noteholders, the Class B Noteholders and the Class C 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 Subscription Agreements and the Rules of the Organisation of Noteholders.

“Rules” ” means these Rules of the Organisation of Noteholders.

“Senior Noteholders” means the Class A Noteholders and the Class B Noteholders.

“Senior Notes” means Class A Notes and the Class B Notes.

“Specified Office” ” means the office of the Italian Paying Agent located at Piazza del Calendario, 3, I-20121 Milan, Italy.

“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,

A08019169/2.1/03 Jul 2007 298

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, Class B Noteholder and Class C 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, to the Class A Noteholders and/or, the Class B Noteholders and/or the Class C 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 the Class C Noteholders; and

(2) any resolution passed at a meeting of the Class B Noteholders duly convened and held as aforesaid shall also be binding upon all the Class C Noteholders;

(3) in each of the above cases, 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,

provided however that:

(a) no resolution of the Class C 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, the Class B Noteholders (to the extent that the Class A Notes and the Class B Notes are then, respectively, 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 and the Class B Noteholders (to the extent that the Class A Notes and the Class B Notes are then, respectively, outstanding); and

(b) 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 are then outstanding) or (B) (to the extent that the

A08019169/2.1/03 Jul 2007 299

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 are then, 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 Noteholders, the Class B Noteholders and the Class C 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;

(iv) 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 and Blocked Voting Instructions)

Noteholders may obtain a Voting Certificate from the Monte Titoli Account Holder or the Italian Paying Agent or require the Italian Paying Agent to issue a Blocked Voting Instruction by arranging for their Notes to be blocked in an account with a clearing system or a depository, as the case may be, not later than 48 hours before the time fixed for a Meeting, providing to the Italian Paying Agent, where appropriate, evidence that the Notes are so blocked. In the case of the Senior Notes, Noteholders may obtain such evidence by requesting their Monte Titoli Account Holders to release a certificate in accordance with Article 34 of CONSOB Regulation 11768 of 23 December 1998 (as subsequently amended and supplemented). A Voting Certificate or Blocked Voting Instruction shall be valid until the release of the Blocked Notes to which it relates. So long as a Voting Certificate or Blocked Voting Instruction is valid, the bearer thereof (in the case of a Voting Certificate) or any Proxy named therein (in the case of a Blocked Voting Instruction) shall be deemed to be the holder of the Blocked Notes to which it relates for all purposes in connection with the Meeting. A Voting Certificate and a Blocked Voting Instruction cannot be outstanding simultaneously in respect of the same Note.

Article 6 (Validity of Blocked Voting Instructions)

A08019169/2.1/03 Jul 2007 300

A Blocked Voting Instruction shall be valid only if it is deposited at the Specified Office of the Italian Paying Agent, or at some other place approved by the Italian Paying Agent, at least 24 hours before the time fixed for a Meeting and if not deposited before such deadline, the Blocked Voting Instruction shall not be valid unless the Chairman decides otherwise before the Meeting proceeds to business. If the Italian Paying Agent so requires, a notarised copy of each Blocked Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Italian Paying Agent shall not be obliged to investigate the validity of any Blocked Voting Instruction or the authority of any Proxy.

Article 7 (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 8 (Notice)

At least 21 days’ notice (exclusive of the day on which the notice is given and of 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 Italian Paying Agent (with a copy to the Issuer and to the Representative of the Noteholders), and published in accordance with Condition 16 (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 shall state that the Notes must be blocked in an account with a clearing system or may be deposited with, or to the order of, the Italian Paying Agent for the purpose of obtaining Voting Certificates or appointing Proxies not later than 48 hours before the time fixed for the Meeting.

Article 9 (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 10 (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).

Article 11 (Adjournment for want of quorum)

A08019169/2.1/03 Jul 2007 301

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 12 (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 13 (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 14 (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 15 (Show of hands)

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 16 (Poll)

A08019169/2.1/03 Jul 2007 302

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 17 (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 1,000 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 18 (Vote by Proxies)

Any vote by a Proxy in accordance with the relevant Blocked Voting Instruction shall be valid even if such Blocked Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that the Italian 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 Blocked Voting Instruction 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 in relation to a Meeting originally convened which has been adjourned for want of a quorum. Any person appointed to vote at such a Meeting must be re-appointed under a Blocked Voting Instruction Proxy to vote at the Meeting when it is resumed.

Article 19 (Exclusive Powers of the Meeting)

The Meeting shall have exclusive powers:

(a) to approve any Basic Terms Modification, in accordance with Article 20 below;

(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;

A08019169/2.1/03 Jul 2007 303

(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 20 (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;

(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

(B) no Extraordinary Resolution of:

(i) the Class C 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 and the Class B Noteholders (to the extent that the Class A Notes and Class B Notes are then outstanding); or (B) (to the extent that the Representative of the Noteholders is

A08019169/2.1/03 Jul 2007 304

not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders and the Class B Noteholders (to the extent that the Class A Notes and Class B Notes are then outstanding); or

(ii) 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 are then outstanding) 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 A Noteholders (to the extent that the Class A Notes are then outstanding).

Article 21 (Challenge of Resolution)

Each Noteholder can challenge resolutions which are not passed in conformity with the provisions of these Rules.

Article 22 (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 23 (Written Resolution)

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

Article 24 (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 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.

A08019169/2.1/03 Jul 2007 305

Title III — The Representative of the Noteholders

Article 25 (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 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 Subscription Agreements, 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 26 (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.

A08019169/2.1/03 Jul 2007 306

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.

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 27 (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, provided that any such successor shall satisfy with the conditions of Article 25 herein.

Article 28 (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

A08019169/2.1/03 Jul 2007 307

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, suitability or 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 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 Senior Notes by the Rating Agencies 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);

A08019169/2.1/03 Jul 2007 308

(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:

(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, or, in the event the Class A Notes have been redeemed in full, the Class B Noteholders, or, in the event the Class B Notes have been redeemed in full, the Class C 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 Senior 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

A08019169/2.1/03 Jul 2007 309

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 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;;

(xi) 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 Senior 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 Agencies have confirmed that the then current rating of the Senior 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 nothing herein shall be construed so as to oblige the Representative of the Noteholders to convene such a Meeting. The Representative of the Noteholders

A08019169/2.1/03 Jul 2007 310

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, 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 29 (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

A08019169/2.1/03 Jul 2007 311

of, cash deriving from time to time from the Note Security except in accordance with the foregoing and the Intercreditor Agreement.

Article 30 (Indemnity)

It is hereby acknowledged that the Issuer has covenanted and undertaken under the Subscription Agreements 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 31 (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 32 (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.

A08019169/2.1/03 Jul 2007 312

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.

A08019169/2.1/03 Jul 2007 313

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) 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 the Bankruptcy Law); 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)

A08019169/2.1/03 Jul 2007 314

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 Mortgage Loans

Following default by a Borrower under a Mortgage Loan, each Servicer will be required to take steps to recover the sums due under the Mortgage 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 Mortgage 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 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.

A08019169/2.1/03 Jul 2007 315

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 mortgage 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 insolvency proceeding would result in the payment in full of outstanding amounts under the Mortgage 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 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. 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

A08019169/2.1/03 Jul 2007 316

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 fondiario mortgage 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 (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.

A08019169/2.1/03 Jul 2007 317

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.

A08019169/2.1/03 Jul 2007 318

TAXATION

The statements herein regarding taxation are based on the laws in force in Italy as of the date of this Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Senior Notes and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors’ attention is drawn to the fact that, at present, a general reform of the tax treatment of financial income, which may impact the tax regime of the Notes, as described under “Taxation in the Republic of Italy” is under evaluation by the Italian Government. Prospective purchasers of the Senior Notes are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Senior Notes.

Tax treatment of the Senior Notes

Italian legislative decree No. 239 of 1 April 1996, as subsequently amended (“Decree 239”), provides for the applicable regime with respect to the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price) from notes falling within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) issued, inter alia, by Italian companies incorporated pursuant to law No. 130 of 30 April 1999, provided that the notes are issued for an original maturity of not less than 18 months.

Italian resident Senior Noteholders

Where an Italian resident Senior Noteholder is (i) an individual not engaged in an entrepreneurial activity to which the Senior Notes are connected (unless he has opted for the application of the risparmio gestito regime – see under “Capital gains tax” below); (ii) a non-commercial partnership; (iii) a non-commercial private or public institution; or (iv) an investor exempt from Italian corporate income taxation, interest, premium and other income relating to the Senior Notes, accrued during the relevant holding period, are subject to a withholding tax, referred to as imposta sostitutiva, levied at the rate of 12.5 per cent. If the Senior Noteholders described under (i) or (iii) above are engaged in an entrepreneurial activity to which the Senior Notes are connected, the imposta sostitutiva applies as a provisional tax.

Where an Italian resident Senior Noteholder is a company or similar commercial entity or a permanent establishment in Italy, to which the Senior Notes are effectively connected, of a non-Italian resident entity and the Senior Notes are deposited with an authorised intermediary, interest, premium and other income from the Senior Notes will not be subject to imposta sostitutiva, but must be included in the relevant Senior Noteholder’s income tax return and are therefore subject to ordinary Italian corporate taxation (and, in certain circumstances, depending on the “status” of the Senior Noteholder, also to IRAP – the regional tax on productive activities).

Under the current regime provided by law decree No. 351 of 25 September 2001 converted into law with amendments, by law No. 410 of 23 November 2001, as clarified by the Italian Revenue Agency through circular No. 47/E of 8 August 2003, payments of interests, premiums or other proceeds in respect of the Notes, deposited with an authorised intermediary, made to Italian resident real estate investment funds established pursuant to article 37 of legislative decree No. 58 of 24 February 1998 or pursuant to article 14-bis of law No. 86 of 25 January 1994 set up starting from 26 September 2001, as well as real estate funds incorporated before 26 September 2001, the managing company of which has so requested by 25 November 2001, are subject neither to substitute tax nor to any other income tax in the hands of the real estate investment fund.

Where an Italian resident Senior Noteholder is an open-ended or a closed-ended investment fund (“Fund”) or a SICAV and the Senior Notes are deposited with an authorised intermediary, interest, premium and other

A08019169/2.1/03 Jul 2007 319

income relating to the Senior Notes and accrued during the holding period will not be subject to imposta sostitutiva, but to 12.5 per cent. annual substitute tax (each the “Collective Investment Fund Tax”). The 12.5 per cent. substitute tax is calculated on the net result accrued at the end of the tax period.

Where an Italian resident Senior Noteholder is a pension fund (subject to the regime provided for by article 17 of Italian legislative decree No. 252 of 5 December 2005, as subsequently amended) and the Senior Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Senior Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to an 11 per cent. substitute tax.

Pursuant to Decree 239, imposta sostitutiva is applied by banks, SIMs, fiduciary companies, SGRs, stockbrokers and other entities identified by a decree of the Ministry of Finance (each an “Intermediary”).

An Intermediary must (i) be resident in Italy or be a permanent establishment in Italy of a non-Italian resident financial intermediary; and (ii) intervene, in any way, in the collection of interest or in the transfer of the Senior Notes. For the purpose of the application of the imposta sostitutiva, a transfer of Senior Notes includes any assignment or other act, either with or without consideration, which results in a change in the ownership of the relevant Senior Notes or in a change of the Intermediary with which the Senior Notes are deposited.

Where the Senior Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying interest to a Senior Noteholder.

Non-Italian resident Senior Noteholders

Where the Senior Noteholder is a non-Italian resident without a permanent establishment in Italy to which the Senior Notes are effectively connected, an exemption from the imposta sostitutiva applies provided that the non-Italian resident beneficial owner is either (i) resident, for tax purposes, in a country which allows for a satisfactory exchange of information with Italy; or (ii) an international body or entity set up in accordance with international agreements which have entered into force in Italy; or (iii) a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (iv) an institutional investor which is incorporated in a country which allows for a satisfactory exchange of information with Italy, even if it does not possess the status of a taxpayer in its own country of residence.

The imposta sostitutiva will be applicable at the rate of 12.5 per cent. (or at the reduced rate provided for by the applicable double tax treaty, if any) to interest, premium and other income paid to Senior Noteholders which are resident, for tax purposes, in countries which do not allow for a satisfactory exchange of information with Italy.

In order to ensure gross payment, non-Italian resident Senior Noteholders must be the beneficial owners of the payments of interest, premium or other income and (i) deposit, directly or indirectly, the Senior Notes with a resident bank or SIM or a permanent establishment in Italy of a non-Italian resident bank or SIM or with a non-Italian resident entity or company participating in a centralised securities management system which is in contact, via computer, with the Ministry of Economy and Finance; and (ii) file with the relevant depository, prior to or concurrently with the deposit of the Senior Notes, a statement of the relevant Senior Noteholder, which remains valid until withdrawn or revoked and in which the Senior Noteholder declares itself to be eligible to benefit from the applicable exemption from imposta sostitutiva. Such statement, which is requested neither for the international bodies or entities set up in accordance with international agreements which have entered into force in Italy, nor in the case of foreign Central Banks or entities which manage, inter alia, the official reserves of a foreign State, must comply with the requirements set forth by ministerial decree dated 12 December 2001. In case of institutional investors which do not possess the status of taxpayers in their own country, the institutional investor is considered the beneficial owner and the statement under (ii) above shall be issued by the relevant management body.

A08019169/2.1/03 Jul 2007 320

Early redemption

Without prejudice to the above provisions, in the event that the Notes are redeemed in whole or in part prior to 18 months from the Issue Date, the Issuer will be required to pay a tax equal to 20 per cent. in respect of the interest and other amounts accrued from the date of the issue up to the time of the early redemption. Such payment will be made by the Issuer and will not affect the amounts to be received by the Noteholder by way of interest or other amounts, if any, under the Notes.

Capital gains tax

Any gain obtained from the sale or redemption of the Senior Notes would be treated as part of taxable income (and, in certain circumstances, depending on the “status” of the Senior Noteholder, also as part of the net value of production for IRAP purposes) if realised by an Italian company or a similar commercial entity (including the Italian permanent establishment of foreign entities to which the Senior Notes are connected) or Italian resident individuals engaged in an entrepreneurial activity to which the Senior Notes are connected.

Where an Italian resident Senior Noteholder is an individual not holding the Senior Notes in connection with an entrepreneurial activity and certain other persons, any capital gain realised by such Senior Noteholder from the sale or redemption of the Senior Notes would be subject to an imposta sostitutiva, levied at the current rate of 12.5 per cent. Senior Noteholders may set off losses with gains.

In respect of the application of the imposta sostitutiva, taxpayers may opt for one of the three regimes described below.

Under the tax declaration regime (regime della dichiarazione), which is the default regime for Italian resident individuals not engaged in entrepreneurial activity to which the Senior Notes are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised by the Italian resident individual Senior Noteholder holding Senior Notes not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Senior Notes carried out during any given tax year. Italian resident individuals holding Senior Notes not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance of 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 Senior Noteholders holding the Senior Notes not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Senior Notes (the risparmio amministrato regime). Such separate taxation of capital gains is allowed subject to (i) the Senior Notes being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and (ii) an express election for the risparmio amministrato regime being made punctually in writing by the relevant Senior Noteholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Senior Notes (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Senior Noteholder or using funds provided by the Senior Noteholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Senior Notes results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Senior Noteholder is not required to declare the capital gains in its annual tax return.

Any capital gains realised by Italian resident individuals holding the Senior Notes not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Senior Notes, to an authorised intermediary and have opted for the so-called “risparmio gestito” regime will be

A08019169/2.1/03 Jul 2007 321

included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Senior Noteholder is not required to declare the capital gains realised in its annual tax return.

Any capital gains realised by a Senior Noteholder which is an Italian resident real estate investment fund concurs to the year-end appreciation of the managed assets, which is tax exempt according to the real estate investment fund tax treatment described above. Any capital gains realised by a Senior Noteholder which is an Italian open-ended or a closed-ended investment fund or a SICAV will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to Collective Investment Fund Tax.

Any capital gains realised by a Senior Noteholder which is an Italian pension fund (subject to the regime provided for by article 17 of Italian legislative decree No. 252 of 5 December 2005, as subsequently amended) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. substitute tax.

Capital gains realised by non-Italian resident Senior Noteholders without a permanent establishment in Italy to which the Senior Notes are effectively connected from the sale or redemption of Senior Notes traded on regulated markets are not subject to the imposta sostitutiva.

Capital gains realised by non-Italian resident Senior Noteholders without a permanent establishment in Italy to which the Senior Notes are effectively connected from the sale or redemption of the Senior Notes not traded on regulated markets are not subject to the imposta sostitutiva, provided that the effective beneficiary: (i) is resident in a country which allows for a satisfactory exchange of information with Italy; or (ii) is an international entity or body set up in accordance with international agreements which have entered into force in Italy; or (iii) is a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (iv) is an institutional investor which is incorporated in a country which allows for a satisfactory exchange of information with Italy, even if it does not possess the status of a taxpayer in its own country of residence. In order to benefit of said exemption, non Italian resident Senior Noteholders are required to file appropriate documentation stating their entitlement to it.

If the conditions above are not met, capital gains realised by non-Italian resident Senior Noteholders from the sale or redemption of the Senior Notes not traded on regulated markets are subject to the imposta sostitutiva at the current rate of 12.5 per cent., unless more favourable double taxation treaty provisions apply.

Italian gift tax

Under Law Decree No. 262 of 3 October 2006 (converted with amendments into Law No. 286 of 24 November 2006), as subsequently amended, transfers of the Senior Notes by reason of gift to (i) spouses, ascendants or descendants will be subject to registration tax at the rate of 4 per cent. on the value of the gift exceeding 1,000,000 Euros, (ii) relatives within the fourth degree, ascendants or descendants relatives in law or other relatives in law within the third degree will be subject to registration tax at the rate of 6 per cent. (the gift tax will apply only on the value of the gift exceeding € 100,000 per person if the donee is a brother or sister of the donor), (iii) persons other than the ones mentioned in (i) and (ii) above will be subject to registration tax at the rate of 8 per cent.

Moreover, an anti-avoidance rule is provided for in case of gift of assets, such as the Notes, whose sale for consideration would give rise to capital gains to be subject to the imposta sostitutiva provided for by legislative decree No. 461 of 21 November 1997, as subsequently amended. In particular, if the donee sells the Notes for consideration within five years from their receipt as a gift, the donee is required to pay the relevant imposta sostitutiva as if the gift had never taken place.

A08019169/2.1/03 Jul 2007 322

Transfer tax

Pursuant to Italian legislative decree No. 435 of 21 November 1997, which partly amended the regime set forth by royal decree No. 3278 of 30 December 1923, the transfer of the Senior Notes may be subject to the Italian transfer tax, which is currently payable at a rate between a maximum of €0.0083 and a minimum of € 0.00465 per € 51.65 (or fraction thereof) of the price at which the Senior Notes are transferred. Where the transfer tax is applied at a rate of € 0.00465 per € 51.65 (or fraction thereof) of the price at which Senior Notes are transferred, the transfer tax cannot exceed € 929.62.

However, the transfer tax does not apply, inter alia, to: (i) contracts entered into on regulated markets relating to the transfer of securities, including contracts between the intermediary and its principal or between qualified intermediaries; (ii) off-market transactions regarding securities listed on regulated markets, provided that the contracts are entered into (a) between banks, SIMs or other financial intermediaries regulated by Italian legislative decree No. 415 of 23 July 1996, as superseded by Italian legislative decree No. 58 of 24 February 1998, or stockbrokers; (b) between the subjects mentioned in (a) above, on the one hand, and non-Italian residents, on the other hand; and (c) between the subjects mentioned in (a) above, even if non-resident in Italy, on the one hand, and undertakings for collective investment in transferable securities, on the other hand; (iii) contracts related to sales of securities occurring in the context of a public offering (offerta pubblica di vendita) aimed at the listing on regulated markets, or involving financial instruments already listed on regulated markets; or (iv) contracts regarding securities not listed on a regulated market entered into between the authorised intermediaries referred to in (ii)(a) above, on the one hand, and non-Italian residents on the other hand.

EU Savings Directive

Legislative decree No. 84 of 18 April 2005 implemented in Italy, as of 1 July 2005, the European Council Directive No. 2003/48/EC on the taxation of savings income. Under the Directive Member States, if a number of important conditions are met, are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria 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 other countries). Same details of payments of interest (or similar income) shall be provided to the tax authorities of a number non-EU countries and territories, which have agreed to adopt similar measures with effect from the same date.

Luxembourg Taxation

The statements herein regarding taxation in Luxembourg are based on the laws in force in the Grand Duchy of Luxembourg as of the date of this Prospectus and are subject to any changes in law. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own, exchange or dispose of the Notes. Each prospective holder or beneficial owner of Notes should consult its tax advisor as to the Luxembourg tax consequences of the ownership and disposition of the Notes.

Withholding tax

Taxation of Luxembourg non-residents

Under Luxembourg tax law currently in effect and with the possible exception of interest paid to individual Noteholders and to certain entities, there is no Luxembourg withholding tax on payments of interest (including accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possible exception of payments made to individual Noteholders and to certain entities, upon repayment of principal in case of reimbursement, redemption, repurchase or exchange of the Notes.

A08019169/2.1/03 Jul 2007 323

Under the Luxembourg laws dated June 21, 2005 implementing the European Council Directive 2003/48/EC (the “Savings Directive”) and several agreements concluded between Luxembourg and certain dependent or associated territories of the European Union (the “EU”), a Luxembourg-based paying agent (within the meaning of the Savings Directive) is required since July 1, 2005 to withhold tax on interest and other similar income paid by it to (or under certain circumstances, to the benefit of) an individual resident in another Member State or in certain EU dependent or associated territories, unless the beneficiary of the interest payments elects for the procedure of exchange of information or for the tax certificate procedure. The same treatment will apply to payments of interest and other similar income made to certain ‘‘residual entities’’ within the meaning of article 4.2 of the Directive (i.e., an entity which is not a legal person and whose profits are not taxed under the general arrangements for the business taxation and that is not, or has not opted to be considered as, a UCITS recognized in accordance with Council Directive 85/611/EEC) established in a Member State or in certain EU dependent or associated territories. The withholding tax rate is 15 per cent. until June 30, 2008, 20 per cent. from July 1, 2008 to June 30, 2011 and to 35 per cent. as of July 1, 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain third countries.

Taxation of Luxembourg residents

Interest on Notes paid by Luxembourg paying agents (defined in the same way as in the Savings Directive) to Luxembourg resident individuals are, in principle, subject to a 10% withholding tax. This withholding tax represents the final tax liability for the Luxembourg resident individual taxpayers receiving the payment in the course of their private wealth.

Interest on Notes paid by Luxembourg paying agents to residents of Luxembourg which are not individuals will not be subject to any withholding tax.

All prospective Noteholders should seek independent advice as to their tax positions.

A08019169/2.1/03 Jul 2007 324

SUBSCRIPTION AND SALE

Pursuant to the Senior Notes Subscription Agreement entered into prior to the Issue Date between the Joint Lead Managers, the Issuer, the Originators and the Representative of the Noteholders, the Joint Lead Managers shall subscribe and pay the Issuer for the Senior Notes at the issue price of 100 per cent. of their principal amount and shall appoint the Representative of the Noteholders to act as the representative of the Senior Noteholders. Each of the Originators will pay IXIS CIB a combined selling, management and underwriting commission to be agreed between the parties.

Pursuant to a subscription agreement entered into on or prior to the Issue Date between the Issuer, the Representative of the Noteholders and the Originators (the “Junior Notes Subscription Agreement” ”), BCC Alta Valdisole shall subscribe and pay for the Class C1 Notes, BCC Alto Garda shall subscribe and pay for the Class C2 Notes, BCC Alto Vicentino shall subscribe and pay for the Class C3 Notes, BCC Ancona shall subscribe and pay for the Class C4 Notes, BCC Banca Veneta shall subscribe and pay for the Class C5 Notes, BCC Camerano shall subscribe and pay for the Class C6 Notes, BCC Cavola e Sassuolo shall subscribe and pay for the Class C7 Notes, BCC Centrofiemme shall subscribe and pay for the Class C8 Notes, BCC Centro Valsugana shall subscribe and pay for the Class C9 Notes, BCC Lavis shall subscribe and pay for the Class C10 Notes, BCC Lucinico shall subscribe and pay for the Class C11 Notes, BCC Marcon shall subscribe and pay for the Class C12 Notes, BCC Mezzolombardo shall subscribe and pay for the Class C13 Notes, BCC Mori shall subscribe and pay for the Class C14 Notes, BCC Pergine shall subscribe and pay for the Class C15 Notes, BCC Pinzolo shall subscribe and pay for the Class C16 Notes, BCC Prealpi shall subscribe and pay for the Class C17 Notes, BCC Rovereto shall subscribe and pay for the Class C18 Notes, BCC Trento shall subscribe and pay for the Class C19 Notes, BCC Tuenno shall subscribe and pay for the Class C20 Notes, BCC Valle dei Laghi shall subscribe and pay for the Class C21 Notes, BCC Valli di Primiero shall subscribe and pay for the Class C22 Notes, BCC Veneziano shall subscribe and pay for the Class C23 Notes, Cassa Raiffeisen Brunico shall subscribe and pay for the Class C24 Notes, Cassa Raiffeisen Merano shall subscribe and pay for the Class C25 Notes, Cassa Raiffeisen Valle Isarco shall subscribe and pay for the Class C26 Notes.

Furthermore, each of the Originators shall appoint the Representative of the Noteholders to act as the representative of each relevant Junior Noteholder and collectively of the Junior Noteholders.

The Senior 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. The Issuer and the Originator will indemnify the Joint Lead Managers against certain liabilities in connection with the issue of the Senior Notes.

United States of America

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are in bearer form and are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

Each Manager has represented and agreed that it has not offered or sold the Notes and will not offer or sell any Notes constituting part of its allotment within the United States or to, or for the benefit of, a U.S. person except in accordance with Rule 903 of Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

A08019169/2.1/03 Jul 2007 325

In addition, until the expiration of 40 days after the commencement of the offering, an offer or sale of the Notes within the United States by any dealer, distributor or other person (whether or not participating in this offering) may violate the requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

Republic of Italy

The offering of the Notes has not been cleared by the Commissione Nazionale per le Società e la Borsa (“CONSOB”) (the Italian securities and exchange commission) pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of this Prospectus or of any other offering material relating to the Notes be distributed in the Republic of Italy, except:

(a) to “Professional Investors” (operatori qualificati), as defined in article 31, second paragraph, of CONSOB regulation No. 11522 of 1 July 1998, as amended, pursuant to article 30, second paragraph, of Italian legislative decree No. 58 of 24 February 1998 the “Financial Services Act”), and/or to “Qualified Investors” pursuant to article 100 of the Financial Services Act and to article 2(e) of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003; or

(b) in any other circumstances where an express exemption from compliance with the restrictions to the offerings to the public applies, as provided under the Financial Services Act or CONSOB Regulation No. 11971 of 14 May 1999, as amended,

provided that, in any case, the offer or sale of the Notes in Italy shall be effected in accordance with all relevant Italian securities, tax and exchange control and other applicable laws and regulations.

Moreover and subject to the foregoing, any offer, sale or delivery of the Notes or distribution of copies of this Prospectus or any other document relating to the Notes in the Republic of Italy must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and the Banking Act; and

(b) in compliance with article 129 of the Banking Act and the implementing instructions of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may require the issuer or offerors of securities to submit periodical summarised notices (segnalazioni periodiche a carattere consuntivo) detailing data and information on the securities issued or offered in the Republic of Italy, or abroad by Italian issuers, in order to acquire information on the development of the characteristics of the securities and financial markets;

(c) in compliance with the banking transparency requirements set forth in the Banking Act and the implementing regulations and decrees; and

(d) in compliance with any other applicable requirement or limitation which may be imposed from time to time by CONSOB or the Bank of Italy.

Any investor purchasing the Notes in the offering is solely responsible for ensuring that any offer, sale, deliver or resale of the Notes it purchased in the offering occurs in compliance with any applicable Italian laws and regulations.

In no event may the Junior Notes be sold or offered for sale (on the Issue Date or at any time thereafter) to individuals (persone fisiche) residing in the Republic of Italy.

United Kingdom

Each Joint Lead Manager has represented and agreed that:

A08019169/2.1/03 Jul 2007 326

(a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

France

Each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed in the Republic of France the Prospectus or any other offering material relating to the Notes and such offers, sales and distribution of Notes have been and will be made in the Republic of France only to (a) persons providing investment services relating to portfolio management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés), as defined and in accordance with Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.

General Restrictions

The Joint Lead Managers shall comply with all applicable laws and regulations in each jurisdiction in or which it may offer or sell Notes. Furthermore, the Joint Lead Managers will not, directly or indirectly, offer, sell or deliver any Notes or distribute or publish any prospectus, form of application, offering circular (including this Prospectus or the Preliminary 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.

The Originators shall make similar representations to the Issuer in the Junior Notes Subscription Agreement as those to be made by the Joint Lead Managers as set out above.

A08019169/2.1/03 Jul 2007 327

GENERAL INFORMATION

1. The Issuer is not involved in any legal 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 that any such proceedings being 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 20 June 2007. The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

3. 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.

4. 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 31 December 2007) but will not produce interim financial statements.

5. Deloitte & Touche S.p.A. audited the items included in the financial information of Cassa Centrale Securitisation S.r.l. as at 31 December 2006. The financial information as at 31 December 2006 of the Issuer together with the independent auditors’ report are included in section “The Issuer” in this Prospectus.

6. So long as any of the Senior Notes remain listed on the Luxembourg 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 Luxembourg Listing and Paying Agent.

7. The net proceeds arising from the issue of the Senior Notes amount to Euro 453,150,000. 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) will be equal to Euro 200,000 (exclusive of any value added tax) per annum.

8. 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.

9. The Senior Notes have been attributed the following ISIN numbers and the following Common Codes:

ISIN No. Common Codes

Class A1 IT0004247687 030957717

Class A2 IT0004247695 030957750

Class B IT0004247703 030958063

10. Copies of the following documents may be inspected (and, in the case of the documents listed in (a) below, may be obtained) during usual business hours at the registered offices of the Luxembourg Listing and Paying 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;

A08019169/2.1/03 Jul 2007 328

(c) the Warranty and Indemnity Agreement;

(d) the Cash Administration and Agency Agreement;

(e) the Liquidity Agreement;

(f) the Subscription Agreements;

(g) the Back-up Servicing Agreement;

(h) the Swap Agreement;

(i) the Servicing Agreement;

(j) the amendment to the Servicing Agreement;

(k) the Intercreditor Agreement;

(l) the Deed of Pledge;

(m) the English Deed of Charge;

(n) the Corporate Services Agreement;

(o) the Stichting Corporate Services Agreement;

(p) the Quotaholder’s Agreement;

(q) the Limited Recourse Loan Agreement;

(r) balance sheet and all financial information;

(s) income statement; and

(t) the accounting policies and explanatory notes.

11. This Prospectus will be available to the public during usual business hours at the registered offices of the Luxembourg Listing and Paying Agent and the Representative of the Noteholders at any time after the Issue Date, and will be published on the Luxembourg Stock Exchange website (www.borse.lu).

12. 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 Luxembourg Listing and Paying 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 quarterly 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.

13. Conflicts of interest. There are no restrictions on the Joint Lead Managers, inter alia, acquiring the Senior Notes and/or financing to or for third parties. Consequently, conflicts of interest may exist or may arise as a result of the Joint Lead Managers having different roles in this transaction and/or carrying out other transactions for third parties.

14. 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 2006 being the date of the latest financial statements approved by the Issuer.

15. According to Chapter XII, article 4, point A/II/2 of the Rules and Regulations of the Luxembourg Stock Exchange, the Notes shall be freely transferable and therefore no transaction made on the Luxembourg Stock Exchange shall be cancelled.

A08019169/2.1/03 Jul 2007 329

INDEX OF DEFINED TERMS

16. *F

€ .............................................................................................................................................................................. 238

24 hours .................................................................................................................................................................. 299

48 hours .................................................................................................................................................................. 299

Acceleration Order of Priority ...................................................................................................................51, 233, 273

Accounts ................................................................................................................................................................. 233

Accumulation Date ................................................................................................................................................. 234

Administration of the Portfolio............................................................................................................................... 215

Advance .................................................................................................................................................................. 234

Affected Claims ...................................................................................................................................................... 213

Agent Bank ........................................................................................................................................................21, 231

Agents..................................................................................................................................................................... 232

Arbitration Panel..................................................................................................................................................... 296

Back-up Servicer ...............................................................................................................................................24, 234

Back-up Servicing Agreement .............................................................................................................24, 73, 217, 234

Bank........................................................................................................................................................................ 201

Banking Act ........................................................................................................................................................... i, 16

Bankruptcy Law.......................................................................................................................................................... 9

Basel Committee......................................................................................................................................................... 6

Basic Terms Modification................................................................................................................................234, 296

BCC Alta Valdisole....................................................................................................................................16, 134, 234

BCC Alto Garda.........................................................................................................................................16, 138, 234

BCC Alto Vicentino ...................................................................................................................................16, 109, 234

BCC Ancona ..............................................................................................................................................16, 112, 234

BCC Banca Veneta.....................................................................................................................................16, 116, 234

BCC Camerano..........................................................................................................................................16, 125, 234

BCC Cavola e Sassuolo .............................................................................................................................16, 161, 234

BCC Centro Valsugana ..............................................................................................................................16, 145, 234

BCC Centrofiemme ...................................................................................................................................16, 142, 234

BCC Lavis .................................................................................................................................................16, 148, 234

BCC Lucinico ............................................................................................................................................16, 128, 234

BCC Marcon..............................................................................................................................................16, 131, 234

BCC Mezzolombardo ................................................................................................................................16, 152, 234

A08019169/2.1/03 Jul 2007 330

BCC Mori ..................................................................................................................................................16, 155, 235

BCC Pergine ..............................................................................................................................................16, 158, 235

BCC Pinzolo ..............................................................................................................................................16, 164, 235

BCC Prealpi ...............................................................................................................................................16, 122, 235

BCC Rovereto............................................................................................................................................16, 167, 235

BCC Trento................................................................................................................................................16, 170, 235

BCC Tuenno ..............................................................................................................................................16, 174, 235

BCC Valle dei Laghi ..................................................................................................................................16, 178, 235

BCC Valli di Primiero................................................................................................................................16, 182, 235

BCC Veneziano..........................................................................................................................................16, 119, 235

Bersani Decree............................................................................................................................................................ 9

BFBP ...................................................................................................................................................................... 199

Blocked Notes......................................................................................................................................................... 296

Blocked Voting Instructions.................................................................................................................................... 296

Borrower................................................................................................................................................................. 235

Borrowers ........................................................................................................................................................206, 235

Business .................................................................................................................................................................. 297

Business Day .......................................................................................................................................................... 235

Calculation Date ..................................................................................................................................................... 235

Cancellation Date.................................................................................................................................................... 235

Cash Administration and Agency Agreement ............................................................................................74, 220, 231

Cash Manager ....................................................................................................................................................24, 231

Cassa Centrale ...................................................................................................................................................21, 194

Cassa Raiffeisen Brunico...........................................................................................................................16, 185, 235

Cassa Raiffeisen Merano ...........................................................................................................................16, 188, 235

Cassa Raiffeisen Valle Isarco.....................................................................................................................16, 190, 235

CDC........................................................................................................................................................................ 199

CDC IXIS ............................................................................................................................................................... 199

cents ........................................................................................................................................................................... iv

Chairman ................................................................................................................................................................ 297

CICs........................................................................................................................................................................ 199

Claims.......................................................................................................................................................... i, 206, 235

Class ....................................................................................................................................................................... 233

Class A Disequilibrium Event................................................................................................................................... 62

A08019169/2.1/03 Jul 2007 331

Class A Noteholders.........................................................................................................................................232, 297

Class A Notes............................................................................................................................................... i, 104, 231

Class A Notes Principal Payment Amount.............................................................................................................. 235

Class A1 Noteholders ............................................................................................................................................. 232

Class A1 Notes............................................................................................................................................. i, 104, 231

Class A1 Rate of Interest ........................................................................................................................................ 279

Class A2 Noteholders ............................................................................................................................................. 232

Class A2 Notes............................................................................................................................................. i, 104, 231

Class A2 Rate of Interest ........................................................................................................................................ 279

Class B Disequilibrium Event............................................................................................................................62, 261

Class B Interest Event........................................................................................................................................59, 261

Class B Noteholders ........................................................................................................................................232, 297

Class B Notes............................................................................................................................................... i, 104, 231

Class B Notes Principal Payment Amount.............................................................................................................. 235

Class B Rate of Interest .......................................................................................................................................... 279

Class C Noteholders ............................................................................................................................................... 297

Class C1 Noteholders ............................................................................................................................................. 232

Class C1 Notes............................................................................................................................................. i, 104, 231

Class C10 Noteholders ........................................................................................................................................... 232

Class C10 Notes........................................................................................................................................... i, 104, 231

Class C11 Noteholders............................................................................................................................................ 232

Class C11 Notes........................................................................................................................................... i, 104, 231


Class C12 Notes........................................................................................................................................... i, 104, 231


Class C13 Notes........................................................................................................................................... i, 104, 231


Class C14 Notes........................................................................................................................................... i, 104, 231


Class C15 Notes........................................................................................................................................... i, 104, 231


Class C16 Notes........................................................................................................................................... i, 104, 231


Class C17 Notes........................................................................................................................................... i, 104, 231

A08019169/2.1/03 Jul 2007 332


Class C18 Notes........................................................................................................................................... i, 104, 231


Class C19 Notes........................................................................................................................................... i, 104, 231


Class C2 Notes............................................................................................................................................. i, 104, 231


Class C20 Notes........................................................................................................................................... i, 104, 231


Class C21 Notes........................................................................................................................................... i, 104, 231


Class C22 Notes........................................................................................................................................... i, 104, 231


Class C23 Notes........................................................................................................................................... i, 104, 231


Class C24 Notes........................................................................................................................................... i, 104, 231


Class C25 Notes........................................................................................................................................... i, 104, 231


Class C26 Notes........................................................................................................................................... i, 104, 231


Class C3 Notes............................................................................................................................................. i, 104, 231


Class C4 Notes............................................................................................................................................. i, 104, 231


Class C5 Notes............................................................................................................................................. i, 104, 231


Class C6 Notes............................................................................................................................................. i, 104, 231


Class C7 Notes............................................................................................................................................. i, 104, 231


Class C8 Notes............................................................................................................................................. i, 104, 231


Class C9 Notes............................................................................................................................................. i, 104, 231

A08019169/2.1/03 Jul 2007 333

Class of Notes ......................................................................................................................................................... 297

Clearstream, Luxembourg.................................................................................................................................... i, 235

CNCEP ................................................................................................................................................................... 199

Collateral ................................................................................................................................................................ 236

Collateral Account .................................................................................................................................................. 236

Collection................................................................................................................................................................ 215

Collection and Recoveries Account ...................................................................................................................44, 235

Collection Date ..................................................................................................................................................73, 236

Collection Period ...............................................................................................................................................73, 236

Collection Policy .............................................................................................................................................215, 236

Collections .........................................................................................................................................................73, 236

Collective Investment Fund Tax ............................................................................................................................. 320

Company................................................................................................................................................................. 104

Computation Agent............................................................................................................................................24, 231

Condition ..................................................................................................................................................................... i

Conditions.................................................................................................................................................... i, 231, 297

CONSOB..................................................................................................................................................... i, 236, 326

Corporate Servicer .............................................................................................................................................24, 236

Corporate Services Agreement ..................................................................................................................24, 219, 236

Corporate Services Agrement ................................................................................................................................... 76

Credit Support Annex ............................................................................................................................................. 225

Criteria .......................................................................................................................................................80, 207, 236

Cross Collateral Event .......................................................................................................................................61, 289

Cross Collateral Order of Priority........................................................................................................................... 236

Cross Collateral Order Of Priority.....................................................................................................................55, 275

CSSF............................................................................................................................................................................ i

Cure Period ............................................................................................................................................................. 213

Decision 1153/1969 .................................................................................................................................................... 9

Decision 4842/2002 .................................................................................................................................................... 9

Decree 239.................................................................................................................................................12, 236, 319

Decree 239 Withholding ....................................................................................................................................72, 236

Default Ratio........................................................................................................................................................... 236

Defaulted Claim...............................................................................................................................................216, 236

Detrimental Event..............................................................................................................................................63, 261

A08019169/2.1/03 Jul 2007 334

Deutsche Bank........................................................................................................................................................ 201

DZ Bank ................................................................................................................................................................... 22

Eligible Institution .................................................................................................................................................. 237

Eligible Investments ............................................................................................................................................... 237

English Deed of Charge and Assignment ..................................................................................................76, 229, 237

English Law Transaction Documents ..................................................................................................................... 237

English Transaction Bank ..................................................................................................................................22, 231

EU........................................................................................................................................................................... 324

EUR ........................................................................................................................................................................... iv

EURIBOR...................................................................................................................................................... i, 27, 237

euro ......................................................................................................................................................................... 238

Euro ....................................................................................................................................................................iv, 238

Euroclear.............................................................................................................................................................. i, 238

euro-zone ................................................................................................................................................................ 238

Excess Swap Collateral........................................................................................................................................... 238

Expenses Account..............................................................................................................................................43, 239

Extraordinary Resolution.................................................................................................................................239, 297

Final Maturity Date.................................................................................................................................i, 65, 239, 281

Final Redemption Date ........................................................................................................................................... 239

Financial Services Act ............................................................................................................................................ 326

First Amortisation Payment Date............................................................................................................................ 239

First Payment Date ...................................................................................................................................................... i

FSMA ..................................................................................................................................................................... 327

Fund........................................................................................................................................................................ 319

Further Notes .......................................................................................................................................................... 269

Further Portfolios.................................................................................................................................................... 268

Further Securitisation.........................................................................................................................................14, 269

Further Security ...................................................................................................................................................... 269

General Criteria .................................................................................................................................................80, 207

holders .................................................................................................................................................................... 233

Initial Execution Date ................................................................................................................................21, 206, 239

Initial Interest Period ................................................................................................................................................... i

Initial Rating Event..........................................................................................................................................226, 261

Insolvency Event ...............................................................................................................................................63, 261

A08019169/2.1/03 Jul 2007 335

Insolvent ................................................................................................................................................................. 239

Instalment ............................................................................................................................................................... 239

Intercreditor Agreement.............................................................................................................................75, 219, 239

Interest Amount ...............................................................................................................................................239, 279

Interest Amount Arrears.......................................................................................................................................... 239

Interest Components ............................................................................................................................................... 239

Interest Determination Date.................................................................................................................................... 239

Interest Period.............................................................................................................................................. i, 240, 278

Interest Rate .............................................................................................................................................................. 27

Intermediary............................................................................................................................................................ 320

Investment Account ...........................................................................................................................................46, 240

Investment Date ...............................................................................................................................................224, 240

Investors Report...................................................................................................................................................... 223

ISDA..................................................................................................................................................................77, 225

Issue Date ............................................................................................................................................................ i, 240

Issuer...............................................................................................................................................i, 16, 100, 104, 297

Issuer Available Funds ............................................................................................................................................ 240

Issuer Secured Creditors ......................................................................................................................................... 242

Issuer's Rights ......................................................................................................................................................... 241

Italian Deed of Pledge................................................................................................................................76, 220, 242

Italian Law Transaction Documents ....................................................................................................................... 242

Italian Paying Agent ..................................................................................................................................22, 232, 297

IXIS CIB............................................................................................................................................................22, 199

Joint Led Managers................................................................................................................................................. 242

Junior Noteholders.................................................................................................................................................. 232

Junior Notes................................................................................................................................................. i, 104, 231

Junior Notes Additional Interest Amount ............................................................................................................... 242

Junior Notes Subscription Agreement ...............................................................................................77, 224, 242, 325

Junior Notes Underwriter........................................................................................................................................ 242

Junior Notes Underwriters ...................................................................................................................................... 242

Law No. 342 ............................................................................................................................................................... 9

Limited Recourse Loan Agreeement ...................................................................................................................... 228

Limited Recourse Loan Agreement ...................................................................................................................23, 242

Limited Recourse Loan Agrement ............................................................................................................................ 75

A08019169/2.1/03 Jul 2007 336

Limited Recourse Loan Provider .......................................................................................................................23, 243

Limited Recourse Loan Providers .....................................................................................................................23, 242

Liquidation Date ..................................................................................................................................................... 243

Liquidity Agreement ............................................................................................................................23, 74, 227, 243

Liquidity Provider..............................................................................................................................................23, 243

Liquidity Providers ............................................................................................................................................23, 243

Liquidity Reserve Account ....................................................................................................................................... 46

Liquidity Reserve Accounts.................................................................................................................................... 243

Local Business Day .........................................................................................................................................243, 287

LTV........................................................................................................................................................................... 81

Luxembourg Listing and Paying Agent .............................................................................................................24, 232

Management of the Defaulted Claims .................................................................................................................... 215

Master Agreement..................................................................................................................................................... 77

Maximum Commitment Amount...............................................................................................................74, 227, 243

Meeting............................................................................................................................................................243, 297

Monte Titoli ......................................................................................................................................................... i, 243

Monte Titoli Account Holder.................................................................................................................................. 243

Monte Titoli Account Holders ..................................................................................................................................... i

Monthly Servicing Report ...................................................................................................................................... 215

Moody’s ............................................................................................................................................................... i, 243

Moody’s Short-term Rating .................................................................................................................................... 243

Mortgage................................................................................................................................................................. 209

Mortgage Loan...................................................................................................................................................73, 243

Mortgage Loans .........................................................................................................................................73, 206, 243

Mortgagor ............................................................................................................................................................... 209

Most Senior Class ................................................................................................................................................... 243

Negative Balance .................................................................................................................................................... 243

Note Security ...................................................................................................................................................244, 263

Noteholder .............................................................................................................................................................. 232

Noteholders..............................................................................................................................................232, 233, 297

Notes.....................................................................................................................................................i, 104, 231, 297

Obligor.................................................................................................................................................................... 209

Operating Bank..................................................................................................................................................21, 231

Order of Priority ..................................................................................................................................................... 244

A08019169/2.1/03 Jul 2007 337

Organisation of Noteholders ................................................................................................................................... 244

Originator...........................................................................................................................................................21, 244

Originator’s Claims................................................................................................................................................. 244

Originators .........................................................................................................................................................21, 244

Other Issuer Creditors........................................................................................................................................75, 244

Outstanding Balance............................................................................................................................................... 244

Outstanding Notes Ratio......................................................................................................................................... 244

Outstanding Principal ............................................................................................................................................. 244

Paying Agents ....................................................................................................................................................24, 232

Payment Date................................................................................................................................................. i, 29, 244

Payments Account .............................................................................................................................................43, 245

Person(s) ................................................................................................................................................................. 297

Portfolio ............................................................................................................................................................... i, 206

Portfolio No. 1 ...........................................................................................................................................69, 206, 245

Portfolio No. 10 .........................................................................................................................................69, 206, 245

Portfolio No. 11 .........................................................................................................................................69, 206, 245

Portfolio No. 12 .........................................................................................................................................69, 206, 245

Portfolio No. 13 .........................................................................................................................................69, 206, 245

Portfolio No. 14 .........................................................................................................................................69, 206, 245

Portfolio No. 15 .........................................................................................................................................69, 206, 245

Portfolio No. 16 .........................................................................................................................................69, 206, 245

Portfolio No. 17 .........................................................................................................................................69, 207, 245

Portfolio No. 18 .........................................................................................................................................69, 207, 245

Portfolio No. 19 .........................................................................................................................................69, 207, 245

Portfolio No. 2 ...........................................................................................................................................69, 206, 245

Portfolio No. 20 .........................................................................................................................................69, 207, 245

Portfolio No. 21 .........................................................................................................................................69, 207, 245

Portfolio No. 22 .........................................................................................................................................69, 207, 246

Portfolio No. 23 .........................................................................................................................................69, 207, 246

Portfolio No. 24 .........................................................................................................................................69, 207, 246

Portfolio No. 25 .........................................................................................................................................69, 207, 246

Portfolio No. 26 .........................................................................................................................................69, 207, 246

Portfolio No. 3 ...........................................................................................................................................69, 206, 245

Portfolio No. 4 ...........................................................................................................................................69, 206, 245

A08019169/2.1/03 Jul 2007 338

Portfolio No. 5 ...........................................................................................................................................69, 206, 245

Portfolio No. 6 ...........................................................................................................................................69, 206, 245

Portfolio No. 7 ...........................................................................................................................................69, 206, 245

Portfolio No. 8 ...........................................................................................................................................69, 206, 245

Portfolio No. 9 ...........................................................................................................................................69, 206, 245

Portfolios ............................................................................................................................................................. i, 206

Portfolios Outstanding Amount .............................................................................................................................. 246

Pre-Acceleration Order of Priority.......................................................................................................................... 246

Pre-Acceleration Order Of Priority....................................................................................................................47, 270

Prepayment Agreement............................................................................................................................................. 10

Principal Accumulation Account .......................................................................................................................45, 246

Principal Amortisation Reserve Account .................................................................................................................. 45

Principal Amortisation Reserve Accounts............................................................................................................... 246

Principal Amortisation Reserve Amount ...........................................................................................................62, 246

Principal Amount Outstanding...........................................................................................................................66, 246

Principal Component .............................................................................................................................................. 246

Principal Paying Agent ..............................................................................................................................22, 231, 297

Principal Payment Amount ..................................................................................................................................... 246

Prospectus Directive .................................................................................................................................................... i

Proxy....................................................................................................................................................................... 297

Purchase Price......................................................................................................................................................... 207

Put Option Notice ................................................................................................................................................... 213

Quarterly Servicing Report..................................................................................................................................... 215

Quota Capital Account.......................................................................................................................................43, 247

Quotaholder ............................................................................................................................................................ 100

Quotaholder’s Agreement ..................................................................................................................77, 100, 229, 246

Rateo Amounts........................................................................................................................................................ 247

Rating Agencies ................................................................................................................................................... i, 248

Real Estate Asset..................................................................................................................................................... 209

Real Estate Assets ................................................................................................................................................... 209

Recoveries .............................................................................................................................................................. 216

Reference Banks ..................................................................................................................................................... 248

Related Security...................................................................................................................................................... 209

relevant ................................................................................................................................................................... 248

A08019169/2.1/03 Jul 2007 339

Relevant Class Noteholders .................................................................................................................................... 298

Relevant Date ......................................................................................................................................................... 248

Relevant Fraction.................................................................................................................................................... 298

Relevant Proportion ................................................................................................................................................ 248

Relevant Securities ................................................................................................................................................. 248

Relevant Swap Transaction..................................................................................................................................... 248

Representative of the Noteholders .............................................................................................................22, 232, 298

Reserve Account ................................................................................................................................................45, 248

Reserve Amount...................................................................................................................................................... 248

Reserve Amount Quota........................................................................................................................................... 248

Retention Amount................................................................................................................................................... 249

Revenue Eligible Investments Amount................................................................................................................... 249

Rules ....................................................................................................................................................................... 298

Rules of the Organisation of Noteholders............................................................................................................... 232

S&P...................................................................................................................................................................... i, 260

Savings Directive.................................................................................................................................................... 324

Screen Rate ............................................................................................................................................................. 238

Secured Amounts .................................................................................................................................................... 249

Securities ...................................................................................................................................................75, 228, 249

Securities Account .................................................................................................................................................... 44

Securities Accounts................................................................................................................................................. 249

Securitisation ..................................................................................................................................................... iii, 233

Securitisation Law ..................................................................................................................................i, 16, 100, 233

Security Interest ...................................................................................................................................................... 249

Senior Noteholders ..........................................................................................................................................232, 298

Senior Notes .........................................................................................................................................i, 104, 231, 298

Senior Notes Subscription Agreement ...............................................................................................................76, 250

Servicer................................................................................................................................................23, 73, 215, 250

Servicers ......................................................................................................................................................23, 73, 250

Servicing Agreement .................................................................................................................................23, 215, 250

Servicing Agrement .................................................................................................................................................. 73

Servicing Fee .......................................................................................................................................................... 216

Signing Date ......................................................................................................................................................22, 231

Single Portfolio Amortised Principal ...................................................................................................................... 250

A08019169/2.1/03 Jul 2007 340

Single Portfolio Available Funds ............................................................................................................................ 250

Single Portfolio Class A Notes Principal Amount Outstanding .............................................................................. 252

Single Portfolio Class A Notes Principal Payment Amount.................................................................................... 252

Single Portfolio Class A Notes Ratio ...................................................................................................................... 252

Single Portfolio Class B Notes Principal Amount Outstanding.............................................................................. 252

Single Portfolio Class B Notes Principal Payment Amount ................................................................................... 252

Single Portfolio Class B Notes Ratio...................................................................................................................... 252

Single Portfolio Detrimental Amount ..................................................................................................................... 262

Single Portfolio Detrimental Event........................................................................................................................... 64

Single Portfolio Initial Class A Notes Principal Amount Outstanding.................................................................... 253

Single Portfolio Initial Class B Notes Principal Amount Outstanding ................................................................... 254

Single Portfolio Negative Balance.......................................................................................................................... 255

Single Portfolio Notes Principal Amount Outstanding ........................................................................................... 256

Single Portfolio Reserve Account............................................................................................................................. 45

Single Portfolio Reserve Accounts ......................................................................................................................... 258

Single Portfolio Reserve Amount ........................................................................................................................... 258

Single Provider Maximum Commitment Amount .....................................................................................74, 227, 258

Single Series Junior Notes iNterst Payment Amount.............................................................................................. 259

Specific Criteria .........................................................................................................................................80, 207, 260

Specified Office ...................................................................................................................................................... 298

Specified Offices .................................................................................................................................................... 260

Stabilisation Manager ................................................................................................................................................ iv

Stichting Corporate Services Agreement .........................................................................................................219, 260

Stichting Corporate Services Provider...............................................................................................................24, 260

Stichting Dundridge.................................................................................................................................................. 24

Subsequent Maximum Commitment Amount......................................................................................................... 260

Subsequent Rating Event .................................................................................................................................226, 262

Subsequent Single Provider Maximum Commitment Amount............................................................................... 260

Swap Agreement........................................................................................................................................77, 225, 260

Swap Confirmation................................................................................................................................................... 77

Swap Counterparty ............................................................................................................................................23, 260

Swap Transaction.......................................................................................................................................77, 225, 260

Swap Transactions .............................................................................................................................................77, 225

TARGET Settlement Day ....................................................................................................................................... 260

A08019169/2.1/03 Jul 2007 341

Transaction Bank ...............................................................................................................................................21, 232

Transaction Documents .......................................................................................................................................... 260

Transfer agreement ...................................................................................................................................................... i

Transfer Agreement .............................................................................................................................21, 72, 206, 260

Transfer Agreements...............................................................................................................................i, 21, 206, 260

Transitory Collection and Recoveries Account......................................................................................................... 43

Transitory Collection and Recoveries Accounts ..................................................................................................... 260

Trigger Event .....................................................................................................................................................59, 288

Trigger Notice........................................................................................................................................................... 60

Unpaid Instalment................................................................................................................................................... 260

Usury Law .................................................................................................................................................................. 8

Usury Law Decree ...................................................................................................................................................... 8

Usury Rates................................................................................................................................................................. 8

Usury Regulations ...................................................................................................................................................... 8

Valuation Date ........................................................................................................................................................ 260

Voter........................................................................................................................................................................ 298

Voting Certificate.................................................................................................................................................... 298

Warranty and Indemnity Agreement ..................................................................................................................72, 209

Written Resolution...........................................................................................................................................261, 298

A08019169/2.1/03 Jul 2007 342

THE ISSUER

Cassa Centrale SecuritisationS.r.l. Via Pontaccio, 10,

I-20123 Milan (Italy)

ORIGINATORS, SERVICERS, LIQUIDITY PROVIDERS and SUBORDINATED LOAN PROVIDERS Cassa Rurale Alta Valdisole e Pejo - Banca di Credito

Cooperativo - Società Cooperativa via 4 Novembre, 56

38020 Mezzana (TN) Italy

Cassa Rurale Alto Garda - Banca di Credito Cooperativo - Società Cooperativo

viale Magnolie, 1 38062 Arco (TN)

Italy

Banca Alto Vicentino - Credito Cooperativo S.c.p.A. - Schio via Pista dei Veneti, 14

36015 Schio (VI) Italy

Banca di Ancona Credito Cooperativo - Società Cooperativa via Maggini, 63/A

60127 Ancona (AN) Italy

Banca Veneta 1896 – Credito Cooperativo delle Province di Verona e Rovigo – Società Cooperativa

Largo Maestrello, 12/14 37049 Carpi di Villa Bartolomea (Verona)

Italy

Cassa Rurale ed Artigiana S. Giuseppe - Credito Cooperativo Camerano - Società Cooperativa

via Donzelli, 34/36 60021 Camerano (AN)

Italy Banca di Cavola e Sassuolo Credito Cooperativo - Società

Cooperativa Via Verdi, 1

42010 Cavola di Toano (Reggio Emilia) Italy

Cassa Rurale Centrofiemme - Cavalese - Banca di Credito Cooperativo - Società Cooperativa

Piazza Cesare Battisti, 12 38033 Cavalese (TN)

Italy

Cassa Rurale Centro Valsugana di Spera - Strigno - Telve in Sigla Cassa Rurale - Società Cooperativa

via Castelrotto, 8 38059 Strigno (TN)

Italy

Cassa Rurale Lavis - Valle di Cembra - Banca di Credito Cooperativo - Società Cooperativa

Via Rosmini, 61 38015 Lavis (TN)

Italy

Credito Cooperativo - Cassa Rurale ed Artigiana di Lucinico Farra e Capriva - Società Cooperativa

Via Visini Luigi, 2 34170 Gorizia (GO)

Italy

Banca di Credito Cooperativo di Marcon - Venezia - Società Cooperativa

Piazza Municipio, 22 30020 Marcon (VE)

Italy

Cassa Rurale di Mezzolombardo e San Michele all’Adige - Banca di Credito Cooperativo - Società Cooperativa

Corso del Popolo, 22 38017 Mezzolombardo (TN)

Italy

Cassa Rurale Mori - Val di Gresta - Banca di Credito Cooperativo - Società Cooperativa

via Marconi, 4 38065 Mori (TN)

Italy Cassa Rurale di Pergine - Banca di Credito Cooperativo -

Società Cooperativa Piazza Gavazzi, 5

38057 Pergine Valsugana (TN) Italy

Cassa Rurale di Pinzolo - Banca di Credito Cooperativo - Società Cooperativa

viale Marconi, 2 38086 Pinzolo (TN)

Italy Banca di Credito Cooperativo delle Prealpi - Società

Cooperativa Via Roma, 57

31020 Tarzo (TV) Italy

Cassa Rurale di Rovereto - Banca di Credito Cooperativo - Società Cooperativa

Via Alessandro Manzoni, 1 38068 Rovereto (TN)

Italy

A08019169/2.1/03 Jul 2007 343

Cassa Rurale di Trento - Banca di Credito Cooperativo - Società Cooperativa

via Rodolfo Belenzani, 6 38100 Trento (TN)

Italy

Cassa Rurale di Tuenno - Val di Non - Banca di Credito Cooperativo - Società Cooperativa

Piazza Liberazione, 20 38019 Tuenno (TN)

Italy Cassa Rurale della Valle dei Laghi - Banca di Credito

Cooperativo - Società Cooperativa Via Nazionale, 7

38070 Padergnone (TN) Italy

Cassa Rurale Valli di Primiero e Vanoi - Banca di Credito Cooperativo - Società Cooperativa

Via Risorgimento, 5 38054 Transacqua (TN)

Italy Banca di Credito Cooperativo del Veneziano - Società

Cooperativa Via Villa, 147

30010 Bojon di Campolongo Maggiore (VE) Italy

Cassa Raiffeisen di Brunico - Società Cooperativa Via Europa, 19

39031 Brunico (BZ) Italy

Cassa Reiffeisen Merano - Società Cooperativa Corso Libertà, 40

39012 Merano (BZ) Italy

Cassa Reiffeisen della Valle Isarco - Società Cooperativa Via Santa Croce, 7

39042 Bressanone (BZ) Italy

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-38100 Trento (Italy)

Deutsche Trustee Company Limited Winchester House - 1 Great Winchester Street

EC2N 2DB London (United Kingdom)

LUXEMBOURG LISTING AND PAYING AGENT ENGLISH TRANSACTION BANK - COMPUTATIONAGENT - AGENT BANK- CASH

MANAGER and PRINCIPAL PAYING AGENT Deutsche Bank Luxembourg S.A.

2, boulevard Konrad Adenauer L- 1115 Luxembourg (Luxembourg)

Deutsche Bank AG London Winchester House - 1 Great Winchester Street

EC2N 2DB London (United Kingdom)

CORPORATE SERVICER TRANSACTION BANK and ITALIAN PAYING AGENT Accounting Partners S.r.l.

Corso Re Umberto, 8, I-10121 Turin (Italy)

Deutsche Bank S.p.A. Piazza del Calendario 3, I-20126 Milan (Italy)

SWAP COUNTERPARTY IXIS Corporate & Investment Bank acting through its London Branch

25 Dowgate Hill EC4R 2GN London (United Kingdom)

LEGAL ADVISORS TO THE ARRANGERS AS TO ITALIAN AND ENGLISH LAW

Linklaters Studio Legale Associato

Via Santa Margherita, 3 I-20121 Milan (Italy)

A08019169