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AUTO ABS 2007-2 AUTO ABS S.R.L

VIEWS: 12 PAGES: 198

									                                                                           AUTO ABS 2007-2
                                                                           AUTO ABS S.R.L.
                                        (incorporated with limited liability under the laws of the Republic of Italy)
                                  Euro 816,000,000 Class A Asset Backed Floating Rate Notes due October 2020
                                                          (Issue Price: 100 per cent.)
                                  Euro 34,000,000 Class B Asset Backed Floating Rate Notes due October 2020
                                                          (Issue Price: 100 per cent.)
Application has been made to the Irish Financial Services Regulatory Authority (the “IFSRA”), as competent authority under Directive 2003/71/EC (the “Prospectus
Directive”), for the Prospectus to be approved. Auto ABS S.r.l. (the “Issuer”), a limited liability company incorporated under the laws of the Republic of Italy and established as
a special purpose vehicle for the purposes of engaging in the issue of asset backed notes in accordance with Law 130 of 30 April 1999 (the “Securitisation Law”), will issue on
25 July 2007 (the “Issue Date”) the Euro 816,000,000 Class A Asset Backed Floating Rate Notes due October 2020 (the “Class A Notes”) and the Euro 34,000,000 Class B
Asset Backed Floating Rate Notes due October 2020 (the “Class B Notes” and, together with the Class A Notes, the “Rated Notes”). In connection with the issue of the Rated
Notes the Issuer will also issue Euro 18,700,000 Class C Asset Backed Fixed Rate and Variable Return Notes due October 2020 (the “Class C Notes” and, together with the
Rated Notes, the “Notes”). Application has been made to the Irish Stock Exchange Limited (the “Irish Stock Exchange”) for the Rated Notes to be admitted to the Official List
of the Irish Stock Exchange (the “Official List”). There can be no assurance that any such listing will be obtained or maintained. No application has been made to list the Class C
Notes on any stock exchange. Approval of the IFSRA relates only to the Rated Notes which are to be admitted to trading on the regulated market of the Irish Stock
Exchange or other regulated markets for the purpose of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic
Area. This prospectus constitutes a Prospectus issued in compliance with the Prospectus Directive in respect of the Rated Notes and a “Prospetto Informativo” for the purposes
of Article 2, paragraph 3 of the Securitisation Law in respect of the Notes.
The Notes will be issued in denominations of Euro 100,000. The Notes will be held in dematerialised form on behalf of the ultimate owners, until redemption or cancellation
thereof, by Monte Titoli S.p.A. (“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 Clearstream Banking S.A. (“Clearstream”) and
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Monte Titoli shall act as depository for Clearstream and Euroclear. Title to the Notes will at all
times be evidenced by book-entries 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 amended from time to time. No physical document of title will be issued in respect of
the Notes.
Each Note will bear interest on its Principal Amount Outstanding (as defined in the terms and conditions of the Notes (the “Conditions”)) subject to and in accordance with
Condition 6 (Right to Interest) from and including the Issue Date until its due date for redemption as provided in Condition 7 (Redemption, Purchase and Cancellation).
Interest on the Rated Notes will be payable by reference to successive interest periods (each an “Interest Period”) in arrears in euro on 25 October 2007 and thereafter quarterly
on the 25th calendar day of January, April, July and October in each year or, if such day is not a Business Day, the immediately following Business Day (each such day being a
“Payment Date”, provided that a “Business Day” shall be a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) System (or
any successor thereto) is open for business), subject to the Conditions, including the interest deferral and limited recourse provisions thereof. Each Interest Period will commence
on (and include) a Payment Date (or, in the case of the first Interest Period, the Issue Date) and end on (but exclude) the next succeeding Payment Date (or, in the case of the first
Interest Period, the Payment Date falling on 25 October 2007).
Interest will accrue on the Principal Amount Outstanding of each Class of Rated Notes at an annual rate (the “Rate of Interest”) equal to the sum of the rate offered in the euro-
zone inter-bank market (as determined in accordance with Condition 6(b) (Right to Interest – Rate of Interest), “Euribor”) for three month euro deposit plus: (i) a margin of 0.14
per cent. per annum in respect of the Class A Notes, and (ii) a margin of 0.23 per cent. per annum in respect of the Class B Notes. Interest will accrue on the Principal Amount
Outstanding of the Class C Notes at a fixed Rate of Interest of 2.5 per cent. per annum. In addition, subject to and in accordance with the Conditions, each holder of a Class C
Note shall be entitled on each Payment Date to a pro rata share of the aggregate amount (if any) available under the applicable Priority of Payments to be paid as Variable Return
(as defined herein).
Payments under the Notes may or may not be subject to withholding for or on account of tax, in accordance with Italian Legislative Decree No. 239 of 1 April 1996, as amended
and supplemented. Upon the occurrence of any withholding for or on account of tax from any payments under the Notes, neither the Issuer nor any other person shall have any
obligation to pay any additional amount(s) to any holder of a Note of any Class.
Provided no Trigger Notice (as defined herein) has been served and/or no Amortisation Event or Partial Early Amortisation Event (as defined herein) has occurred, the Notes will
start to amortise on the Payment Date falling on 25 October 2010. Payments of interest and repayments of principal on the Notes will be effected subject to there being funds
available to the Issuer in accordance with the applicable Priority of Payments (as defined herein).
Upon the occurrence of certain tax or regulatory events, and subject to certain conditions as set out in Condition 7(c) (Redemption, Purchase and Cancellation – Redemption for
Tax or Regulatory Event), the Issuer may on any Payment Date at its option, redeem all but not some only of the Notes (or all the Rated Notes and part of the Class C Notes, as
applicable) at their Principal Amount Outstanding together with accrued but unpaid interest up to and including such Payment Date, and shall be entitled to sell the Portfolio (as
defined below) for the purpose of funding such redemption. On any Payment Date falling after the expiry of the Initial Period and on which the aggregate Effective Outstanding
Balance of the Performing Receivables is equal to or less than 10% of the lower of (i) the Initial Principal Amount of the Portfolio and (ii) the Initial Purchase Price, the Issuer
may redeem at its option all, but not some only of, the Notes (or all the Rated Notes and part of the Class C Notes, as applicable) at their Principal Amount Outstanding (plus any
accrued but unpaid interest) in accordance with the Post Enforcement Priority of Payments and subject to the Issuer having sufficient funds to redeem (i) all the Notes and to
make all payments ranking in priority thereto, or pari passu therewith on any Payment Date, or (ii) all the Rated Notes and part of the Class C Notes and to make all payments
ranking in priority thereto, or pari passu therewith on any Payment Date, provided that the Class C Noteholders have consented to such partial redemption of the Class C Notes.
Unless previously redeemed in full, the Notes will mature on the Payment Date falling in October 2020.
The principal source of payment of interest and repayment of principal on the Notes will be from collections made in respect of each pool of claims and connected rights (the
“Portfolio”) arising from auto loans contracts (contratti di finanziamento per l’acquisto di autoveicoli) originated and classified as performing by Banque PSA Finance acting
through its Italian branch (the “Seller”) and purchased from time to time by the Issuer in accordance to the terms of a master receivables purchase agreement entered into on 9
July 2007 between the Seller and the Issuer (the “Master Receivables Purchase Agreement”). Pursuant to the terms of the Master Receivables Purchase Agreement (i) on 9
July 2007 the Issuer purchased from the Seller an initial pool of claims and connected rights (the “Initial Pool”); and (ii) during the Revolving Period (as defined herein) the
Seller may transfer to the Issuer additional pools of claims satisfying the eligibility requirements provided for by the Master Receivables Purchase Agreement (each an
“Additional Pool”).
The Notes will be direct and limited recourse obligations solely of the Issuer secured over certain assets of the Issuer as described in the section entitled “Description of the
Security and Intercreditor Arrangements”. Security will not be granted over the Portfolio or the Available Collections (as defined herein) deriving from the Portfolio. By
operation of the Securitisation Law, the Issuer’s right, title and interest in and to the Portfolio will be segregated from all other assets of the Issuer and the Portfolio and any
Available Collections in respect of the Portfolio once received by the Issuer will only be available to satisfy the obligations of the Issuer to the holders of the Notes (the
“Noteholders”), the Other Issuer Secured Creditors and the Connected Third Party Creditors (each as defined herein). The Issuer will grant security for the benefit of the Issuer
Secured Creditors over certain rights and claims arising out of the Transaction Documents (as defined herein) pursuant to a Pledge Agreement and a Deed of Charge (the “Issuer
Security”). Upon enforcement, recourse under the Notes will be limited to the proceeds of the Portfolio and the Issuer Security. The Issuer Secured Creditors will agree or, in the
case of the Noteholders, the Conditions will provide and the Noteholders will be deemed to have agreed that amounts deriving from the Portfolio and the Transaction Documents
will be applied by the Issuer in accordance with the applicable Priority of Payments (each as defined herein).
The Class A Notes are expected, on issue, to be rated Aaa by Moody’s Investors Service Inc. (“Moody’s”) and AAA by Standard and Poor’s Rating Services, a division of the
McGraw Hill Companies, Inc. (“S&P” and, together with Moody’s, the “Rating Agencies”). The Class B Notes are expected, on issue, to be rated A1 by Moody’s and A by
S&P. The Class C Notes will not be assigned a credit rating. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal
at any time by the assigning rating organisation. For a discussion of certain risk and other factors that should be considered in connection with an investment in the Rated Notes,
see section entitled “Risk Factors”.
                                                                            Arrangers
         BNP Paribas                               Finanziaria Internazionale              Société Générale Corporate & Investment Banking
                                                             Joint Lead Managers and Bookrunners
         BNP Paribas                                                                       Société Générale Corporate & Investment Banking

The date of this Prospectus is 25 July 2007
Responsibility for Information
The Issuer accepts responsibility for the information contained in this Prospectus, other than
information for which each of BPF Italy, Deutsche Bank London and Deutsche Bank Italy and
BNP Paribas accepts responsibility in the paragraphs identified below. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case) the information contained in this Prospectus is in accordance with the facts and does
not omit anything likely to affect the import of such information.

None of the Issuer, the Representative of the Noteholders, the Joint Lead Managers, the
Arrangers, the Bookrunners or any other party to the Transaction Documents other than BPF
Italy has undertaken or will undertake any investigations, searches or other actions to verify the
details of the Receivables transferred by the Seller to the Issuer, nor have the Issuer, the
Representative of the Noteholders, the Joint Lead Managers, the Arrangers, the Bookrunners or
any other party to the Transaction Documents other than BPF Italy undertaken, nor will they
undertake, any investigations, searches or other actions to establish the creditworthiness of any
Obligor in respect of the Receivables.

BPF Italy accepts responsibility for the information included in this Prospectus in the sections
headed “The Portfolio”, “The Seller”, “Underwriting and Management Procedures”, and any
other information contained in this Prospectus relating to itself, its business and assets, the
collection procedures applicable to the Portfolio, the Receivables, the Auto Loans, the Ancillary
Rights and the Insurance Policies. To the best of the knowledge and belief of BPF Italy (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.

BNP Paribas accepts responsibility for the information relating to it as Swap Counterparty
included in this Prospectus in the sections headed “The Swap Counterparty”. To the best of the
knowledge and belief of BNP Paribas (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 in the sections headed “The Swap
Counterparty” has been provided solely by BNP Paribas for use in this Prospectus and BNP
Paribas is solely responsible for the accuracy of the information in that section. Except for the
sections headed “The Swap Counterparty”, BNP Paribas in its capacity as Swap Counterparty
and its affiliates have not been involved in the preparation of, and do not accept responsibility
for, this Prospectus.

Deutsche Bank London accepts responsibility for the information relating to it as Account Bank
and Principal Paying Agent included in this Prospectus in the sections headed “The Account
Bank, the Principal Paying Agent and the Italian Paying Agent”. Deutsche Bank Italy accepts
responsibility for the information relating to it as Italian Paying Agent included in this
Prospectus in the sections headed “The Account Bank, the Principal Paying Agent and the
Italian Paying Agent”. To the best of the knowledge and belief of each of Deutsche Bank
London and Deutsche Bank Italy (each of 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 in the sections headed “The
Account Bank, the Principal Paying Agent and the Italian Paying Agent” has been provided
solely by Deutsche Bank London and Deutsche Bank Italy respectively for use in this
Prospectus and each of Deutsche Bank London and Deutsche Bank Italy is solely responsible
for the accuracy of the relevant information in that section. Except for the sections headed “The
Account Bank, the Principal Paying Agent and the Italian Paying Agent”, Deutsche Bank
London in its capacity as Account Bank and Principal Paying Agent and Deutsche Bank Italy in
its capacity Italian Paying Agent and its affiliates have not been involved in the preparation of,
and do not accept responsibility for, this Prospectus

No person has been authorised to give any information or to make any representation not
contained in this Prospectus and, if given or made, such information or representation must not


                                                                                             2
be relied upon as having been authorised by or on behalf of the Issuer, the Representative of the
Noteholders, BPF Italy (in any capacity), each of the Joint Lead Managers, each of the
Arrangers, each of the Bookrunners or any other person. Neither the delivery of this Prospectus
nor any sale or allotment made in connection with the offering of any of the Rated Notes shall,
under any circumstances, constitute a representation or create any implication that there has
been no change in the affairs of the Issuer, BPF Italy, Deutsche Bank London as Account Bank
and Principal Paying Agent and Deutsche Bank Italy as Italian Paying Agent or BNP Paribas
as Swap Counterparty or in any of the other information contained herein since the date hereof
or that the information contained herein is correct as at any time subsequent to the date hereof.
No person other than the Issuer (or in the case of BPF Italy, the Account Bank, the Principal
Paying Agent, the Italian Paying Agent and the Swap Counterparty, solely to the extent
described above) makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus.

Selling Restrictions
The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law and by the Transaction Documents, in particular, as provided by and
described in the Subscription Agreements. Persons into whose possession this Prospectus (or
any part of it) comes are required by the Issuer and the each of 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 a 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.

The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any
other prospectus, form of application, advertisement, other offering material or 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 France),
except under circumstances that will result in compliance with all applicable laws, orders, rules
and regulations. For a further description of certain restrictions on offers and sales of the Notes
and the distribution of this Prospectus, see the section headed “Subscription and Sale”.

The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”) and subject to certain exceptions, 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). The Notes are in bearer and
dematerialised form and are subject to U.S. tax law requirements. The Notes are being offered
for sale outside the United States in accordance with Regulation S under the Securities Act (see
the section headed “Subscription and Sale”).

Stabilisation

In connection with the issue of the Rated Notes, Société Générale, London branch (in such
capacity, the “Stabilisation Manager”) (or persons acting on behalf of the Stabilisation
Manager) may over-allot the Rated Notes (provided that the aggregate principal amount of the
Rated Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the
relevant Class of Notes) or effect transactions with a view to supporting the market price of the
Rated 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 Rated 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 the issue date of the Rated Notes and 60 days after the date of the allotment of the
Rated Notes. Such stabilisation shall be conducted in accordance with the applicable rules. Any
profit or loss sustained as a consequence of any such over-allotment or stabilisation shall be for
the account of the Stabilisation Manager.


                                                                                               3
Definitions
Words and expressions in this Prospectus shall, except so far as the context otherwise requires,
have the same meanings as those set out in the “Glossary of Terms”. These and other terms
used in this Prospectus are subject to, and in some cases are summaries of, the definitions of
such terms set out in the Transaction Documents, as they may be amended from time to time.

All references in this Prospectus to “Euro”, “euro”, “EUR” or “€” are to the lawful currency
of the Member States of the European Union that adopt the single currency in accordance with
the Treaty establishing the European Community, as amended by the Treaty on the European
Union.




                                                                                           4
                                                          CONTENTS
                                                                                                                                 Page


TRANSACTION DIAGRAM ...................................................................................................6
TRANSACTION SUMMARY INFORMATION......................................................................7
RISK FACTORS ....................................................................................................................34
THE PORTFOLIO..................................................................................................................55
THE SELLER.........................................................................................................................60
UNDERWRITING AND MANAGEMENT PROCEDURES..................................................70
THE SWAP COUNTERPARTY.............................................................................................79
THE ACCOUNT BANK, THE PRINCIPAL PAYING AGENT AND THE ITALIAN
PAYING AGENT...................................................................................................................80
THE ISSUER..........................................................................................................................81
USE OF PROCEEDS..............................................................................................................85
SUMMARY OF THE TRANSACTION DOCUMENTS.........................................................86
CREDIT STRUCTURE ........................................................................................................ 104
ISSUER ACCOUNTS ..........................................................................................................107
TERMS AND CONDITIONS OF THE NOTES ...................................................................108
EXPECTED MATURITY AND EXPECTED AVERAGE LIFE OF THE RATED
NOTES.................................................................................................................................156
TAXATION .........................................................................................................................158
SUBSCRIPTION AND SALE ..............................................................................................165
GLOSSARY OF TERMS ..................................................................................................... 169
GENERAL INFORMATION................................................................................................195




                                                                                                                                  5
                                                 TRANSACTION DIAGRAM

The following is a diagram showing the structure of the Securitisation as at the Issue Date. It is
intended to illustrate to prospective noteholders the principal parties in the transaction
structure as at the Issue Date.




                                                   BNP Paribas                 Securitisation Services S.p.A
            Debtors                                  (Swap
                                                                              (Representative ofNoteholders)
                                                   Counterparty)




                                                                                                               Class A

                                                                     Interest and
                                                                     principal on
                                 Receivables
                                                                      the Notes
  BanquePSA Finance Italian                         Auto ABS S.r.l                                             Class B
                                  Collections                                          Noteholders
           branch                                      (Issuer)
                                                                      Proceeds
     (Seller and Servicer)

                                 Net Proceeds*


                                                                                                               Class C
                                                    Cash Reserve




* Please see section “Use of Proceeds”




                                                                                                                     6
                      TRANSACTION SUMMARY INFORMATION

The following information is a summary of the transactions and assets underlying the Notes and
is qualified in its entirety by reference to the detailed information presented elsewhere in this
document and in the Transaction Documents.

1.       THE PRINCIPAL PARTIES

Issuer                            Auto ABS S.r.l., a limited liability company incorporated in
                                  the Republic of Italy under Article 3 of the Securitisation
                                  Law, whose fiscal code and enrolment number in the register
                                  of enterprise of Treviso 04104170263. The Issuer is enrolled
                                  with the general register of financial intermediaries held by
                                  the Ufficio Italiano Cambi pursuant to Article 106 of the
                                  Italian Banking Act under No. 38995 and with the special
                                  register of financial intermediaries held by the Bank of Italy
                                  pursuant to Article 107 of the Italian Banking Act. The
                                  Issuer’s registered office is at Via Vittorio Alfieri No. 1,
                                  31015 Conegliano (Treviso), Italy.

Seller                            Banque PSA Finance, a société anonyme incorporated under
                                  the laws of France with a share capital of EUR 177,408,000,
                                  whose registered office is located at 75, avenue de la Grande
                                  Armée, 75116 Paris (France), registered with the Trade and
                                  Companies Registry of Paris (France) under number
                                  325 952 224, licensed as a credit institution by the Credit
                                  Institutions and Investment Companies Committee (Comité
                                  des Établissements de Crédit et des Entreprises
                                  d’Investissement), acting through its Italian branch with
                                  offices at Via Plezzo No. 24, Milan, registered in the special
                                  register held by the Bank of Italy pursuant to Article 13 of the
                                  Italian Banking Act.

Servicer                          Banque PSA Finance, a société anonyme incorporated under
                                  the laws of France with a share capital of EUR 177,408,000,
                                  whose registered office is located at 75, avenue de la Grande
                                  Armée, 75116 Paris (France), registered with the Trade and
                                  Companies Registry of Paris (France) under number
                                  325 952 224, licensed as a credit institution by the Credit
                                  Institutions and Investment Companies Committee (Comité
                                  des Établissements de Crédit et des Entreprises
                                  d’Investissement), acting through its Italian branch with
                                  offices at Via Plezzo No. 24, Milan, registered in the special
                                  register held by the Bank of Italy pursuant to Article 13 of the
                                  Italian Banking Act.

Arrangers                         BNP Paribas, a company incorporated under the laws of the
                                  Republic of France, having its registered office at 20
                                  Boulevard des Italiens, 75009 Paris, France.

                                  Finanziaria Internazionale Securitisation Group S.p.A. a
                                  company incorporated under the laws of Italy having its
                                  registered office at Via Vittorio Alfieri No. 1, 31015
                                  Conegliano (Treviso), Italy.

                                  Société Générale, a French limited liability company (société



                                                                                             7
                         anonyme) whose registered office is at 29 Boulevard
                         Haussman, 75009 Paris, France, and whose head office is at
                         17 cours Valmy, 97972 Paris-La Défense Cedex – France,
                         enrolled in France in the Commercial Register under number
                         552120222.

Joint Lead Managers      BNP Paribas, a company incorporated under the laws of the
                         Republic of France, having its registered office at 20
                         Boulevard des Italiens, 75009 Paris, France, acting through its
                         London Branch, with offices at 10 Harewood Avenue,
                         London NW1 6AA, United Kingdom.

                         Société Générale, a French limited liability company (société
                         anonyme) whose registered office is at 29 Boulevard
                         Haussman, 75009 Paris, France, and whose head office is at
                         17 cours Valmy, 97972 Paris-La Défense Cedex – France,
                         enrolled in France in the Commercial Register under number
                         552120222, acting through its London branch located at SG
                         House 41 Tower Hill, London, EC3N 4SG, United Kingdom.

Swap Counterparty and    BNP Paribas a company incorporated under the laws of the
Swap Calculation Agent   Republic of France, having its registered office at 20
                         Boulevard des Italiens, 75009 Paris, France.

Representative of the    Securitisation Services S.p.A., a company incorporated in the
Noteholders              Republic of Italy with its registered office at Via Alfieri 1,
                         Conegliano (TV), Italy, registered in the Register of
                         Enterprises of Treviso with Tax and VAT registration number
                         03296470960.

Cash Manager             Banque PSA Finance, a société anonyme incorporated under
                         the laws of France with a share capital of EUR 177,408,000,
                         whose registered office is located at 75, avenue de la Grande
                         Armée, 75116 Paris (France), registered with the Trade and
                         Companies Registry of Paris (France) under number
                         325 952 224, licensed as a credit institution by the Credit
                         Institutions and Investment Companies Committee (Comité
                         des Établissements de Crédit et des Entreprises
                         d’Investissement).

Calculation Agent        Securitisation Services S.p.A., a company incorporated in the
                         Republic of Italy with its registered office at Via Alfieri 1,
                         Conegliano (TV), Italy, registered in the Register of
                         Enterprises of Treviso with Tax and VAT registration number
                         03296470960.

Corporate Servicer       Securitisation Services S.p.A., a company incorporated in the
                         Republic of Italy with its registered office at Via Alfieri 1,
                         Conegliano (TV), Italy, registered in the Register of
                         Enterprises of Treviso with Tax and VAT registration number
                         03296470960.




                                                                                   8
Account Bank             Deutsche Bank AG, a company organised under the laws of
                         Germany, acting through its London branch whose principal
                         office in London is at Winchester House, 1 Great Winchester
                         Street, London EC2N 2DB, United Kingdom.

Principal Paying Agent   Deutsche Bank AG, a company organised under the laws of
                         Germany, acting through its London branch whose principal
                         office in London is at Winchester House, 1 Great Winchester
                         Street, London EC2N 2DB, United Kingdom.

Italian Paying Agent     Deutsche Bank S.p.A., a joint stock company (società per
                         azioni) organised under the laws of Italy, having its
                         registered office at Piazza del Calendario 3, 20126 Milan,
                         Italy and enrolled in the register of banks held by Bank of
                         Italy pursuant to Article 13 of the Italian Banking Act.

Irish Paying Agent       Deutsche Bank International Corporate Services (Ireland)
                         Limited, a company organised under the laws of Ireland and
                         having its registered office at 5 Harbourmaster Place, Dublin
                         1, Ireland.

Listing Agent            Deutsche Bank Luxembourg S.A., a company organised
                         under the laws of Luxembourg, whose registered office is at
                         2, Boulevard Konrad Adenauer, L-1115, Luxembourg.

Quotaholder              SVM Securitisation Vehicles Management S.p.A., a joint
                         stock company incorporated under the laws of the Republic
                         of Italy, having its registered office at Via Vittorio Alfieri, 1,
                         31015 Conegliano (TV), Italy, fiscal code and enrolment
                         with the companies register of Treviso number
                         03546650262.

2.       THE NOTES

The Issue                On the Issue Date, the Issuer will issue Euro 816,000,000
                         Class A Asset Backed Floating Rate Notes due October 2020
                         (the “Class A Notes”), Euro 34,000,000 Class B Asset
                         Backed Floating Rate Notes due October 2020 (the “Class B
                         Notes” and, together with the Class A Notes, the “Rated
                         Notes”) and Euro 18,700,000 Class C Asset Backed Fixed
                         Rate and Variable Return Notes due October 2020 (the “Class
                         C Notes” and, together with the Rated Notes, the “Notes”).

Status                   The Notes will constitute direct and limited recourse
                         obligations solely of the Issuer backed by the Portfolio and
                         secured over certain other assets of the Issuer as described in
                         the section entitled “Summary of the Transaction Documents”.
                         In particular, the Notes will not be obligations or
                         responsibilities of, or guaranteed by, any person except the
                         Issuer and no person other than the Issuer shall accept any
                         liability whatsoever in respect of any failure by the Issuer to
                         make payment of any amount due on the Notes.

Issue Price              On the Issue Date the Notes will be issued at an issue price of
                         100 per cent. of their Principal Amount Outstanding.




                                                                                       9
Credit Rating           The Class A 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 A1 by
                        Moody’s and A by S&P.

                        The Class C Notes will not be assigned a credit rating.

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

Form and denomination   The denomination of the Notes will be Euro 100,000. The
                        Notes will be issued in bearer and dematerialised form on
                        behalf of the ultimate owners, until redemption or cancellation
                        thereof, through Monte Titoli for the account of the relevant
                        Monte Titoli Account Holders. Monte Titoli shall act as
                        depository for Clearstream and Euroclear. Title to the Notes
                        will at all times be evidenced by book-entries in accordance
                        with the provisions of Article 28 of Decree 213/98 and
                        Resolution No. 11768. No physical document of title will be
                        issued in respect of the Notes.

Interest                Each Note will bear interest on its Principal Amount
                        Outstanding from and including the Issue Date until final
                        redemption as provided in Condition 7 (Redemption, Purchase
                        and Cancellation). Interest on the Notes will be payable in
                        Euro quarterly in arrear by reference to successive interest
                        periods on each Payment Date falling in January, April, July
                        and October in each year, net of withholding or deduction
                        required by law (if any) and subject to and in accordance with
                        the Conditions, including the interest deferral and limited
                        recourse provisions thereof. The first Payment Date shall be
                        the Payment Date falling in October 2007.

                        The rate of interest payable from time to time in respect of the
                        Rated Notes will be the aggregate of three-month Euribor plus
                        a margin of:

                        (i)     0.14 per cent. per annum in respect of the Class A
                                Notes; and

                        (ii)    0.23 per cent. per annum in respect of the Class B
                                Notes.

                        The rate of interest payable from time to time in respect of the
                        Class C Notes shall be 2.5 per cent. per annum.

                        In addition, subject to and in accordance with the Conditions,
                        each holder of a Class C Note shall be entitled on each
                        Payment Date to a pro rata share of the aggregate amount (if
                        any) available under the applicable Priority of Payments to be
                        paid as Variable Return.

                        To the extent that such of the Available Interest Amount (and
                        Available Principal Amount in respect of payment of interest
                        on the Class B Notes only) as may be available to the Issuer


                                                                                   10
                             for such purpose on any Payment Date in accordance with
                             Condition 5.1 (Pre Enforcement Interest Priority of Payments)
                             (and, in respect of payment of interest on the Class B Notes
                             only, in accordance with Condition 5.2 (Pre Enforcement
                             Principal Priority of Payments) are not sufficient to make
                             payments of interest on the Class B Notes and/or the Class C
                             Notes, then (i) there shall instead be due and payable on such
                             Payment Date by way of interest on each Class B Note and/or
                             Class C Note, as the case may, only a pro rata share (as
                             between the Notes of each Class and subject always to the
                             applicable Priority of Payments) of the Available Interest
                             Amount (if any) (and Available Principal Amount in respect
                             of payment of interest on the Class B Notes only, if any)
                             available for such purpose and (ii) the payment by the Issuer
                             of amounts not so paid will be deferred (without interest
                             accruing or being payable thereon to the following Payment
                             Date(s)), subject to and in accordance with Condition 6(g)
                             (Right to Interest – Interest deferral) and Condition 5 (Order
                             of Priority).

Maturity Date                Save as described below, unless previously redeemed in full,
                             the Issuer will redeem the Class A Notes, the Class B Notes
                             and the Class C Notes at their Principal Amount Outstanding
                             on the Payment Date falling in October 2020.

                             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 unpaid
                             amount, whether in respect of interest, principal or other
                             amounts in relation to the Notes, shall be finally and definitely
                             cancelled on the Maturity Date.

Tax                          All payments in respect of the Notes will be made net of any
                             withholding or deduction required by law (including, without
                             limitation, any Law 239 Withholding) and neither the Issuer
                             nor other person shall be obliged to pay any additional, or
                             gross-up, amounts to any Noteholder on account of such
                             withholding or deduction.

                             According to the provisions of Article 6 of Law 239, as
                             amended by Article 41, paragraph 1, of Law Decree 269, a
                             holder of a Note who (a) is not a person resident for tax
                             purposes (or an institutional investor incorporated) in a
                             country which allows an adequate exchange of information
                             with the Republic of Italy, or (b) is resident/incorporated in
                             such a country but has not fulfilled all the requisite
                             documentary requirements under Law 239, will receive
                             amounts of interest payable on the Notes net of Italian
                             withholding tax.

                             (See section entitled “Taxation”).

Partial Early Amortisation   Prior to the occurrence of an Amortisation Event or a Trigger
                             Event, on the Payment Date immediately succeeding the
                             occurrence of a Partial Early Amortisation Event, provided
                             that the Initial Period has elapsed, the Class A Notes and the



                                                                                         11
                          Class B Notes will be subject to mandatory redemption in a
                          total amount equal to the Partial Early Amortisation Amount,
                          which will be applied towards redemption of the Notes in
                          accordance with the Pre Enforcement Principal Priority of
                          Payments, but in any case pro rata in accordance with the
                          Principal Amount Outstanding thereof.

                          If the Payment Date immediately succeeding the occurrence
                          of a Partial Early Amortisation Event falls prior to the expiry
                          of the Initial Period, an amount equal to the Partial Early
                          Amortisation Amount shall be retained by the Issuer into the
                          Principal Account and shall form part of the Available
                          Principal Amounts to be applied by the Issuer on the
                          immediately succeeding Payment Date.

                          Such Partial Early Amortisation may only take place once
                          during the Revolving Period.

Mandatory pro rata        The Notes shall be subject to mandatory pro rata redemption
redemption                on the First Amortisation Payment Date (inclusive), or, if
                          earlier, on the Payment Date falling on or immediately after
                          the occurrence of an Amortisation Event, provided that the
                          Initial Period has elapsed, and on each Payment Date falling
                          thereafter during the Amortisation Period, in an amount equal
                          to the Class A Principal Payment, the Class B Principal
                          Payment and/or the Class C Principal Payment, respectively,
                          in accordance with the applicable Priority of Payments.

                          Following the delivery of a Trigger Notice, the Notes will be
                          subject to mandatory redemption in full at their Principal
                          Amount Outstanding in accordance with the Post-
                          Enforcement Priority of Payments.

                          Except (i) in case of Partial Early Amortisation (whereby the
                          Notes, following the occurrence of a Partial Early
                          Amortisation Event, shall be subject to amortisation, on one
                          occasion only, prior to the First Amortisation Payment Date,
                          but subject to the Initial Period being elapsed), (ii) following
                          the occurrence of an Amortisation Event or delivery of a
                          Trigger Notice (whereby the Notes, following the occurrence
                          of an Amortisation Event or delivery of a Trigger Notice, shall
                          start amortising prior to the First Amortisation Payment Date,
                          but subject to the Initial Period being elapsed), and/or (iii)
                          following the occurrence of a Tax or Regulatory Event
                          (whereby the Notes, subject as provided in Condition 7(c),
                          may be redeemed at any time), no mandatory redemption of
                          the Principal Amount Outstanding under the Notes by the
                          Issuer may occur prior to the First Amortisation Payment
                          Date.

Early redemption at the   Subject as provided in Condition 7(d) (Redemption,
option of the Issuer      Purchase and Cancellation – Early redemption at the Option
                          of the Issuer), prior to the delivery of a Trigger Notice, on
                          any Payment Date falling on or after the lapse of the Initial
                          Period, if, as at the immediately preceding Determination
                          Date, the aggregate Effective Outstanding Balance of the



                                                                                     12
                        Performing Receivables is equal to or less than 10% of the
                        lower of (i) the Initial Principal Amount of the Portfolio and
                        (ii) the Initial Purchase Price (such relevant Payment Date,
                        the “Clean Up Option Date”), the Issuer may redeem at its
                        option (the “Clean Up Option”) all, but not some only of,
                        the Notes (or all the Rated Notes and part of the Class C
                        Notes, as applicable) at their Principal Amount Outstanding
                        (plus any accrued but unpaid interest) in accordance with the
                        Post Enforcement Priority of Payments and subject to the
                        Issuer having sufficient funds to redeem (i) all the Notes and
                        to make all payments ranking in priority thereto, or pari
                        passu therewith, or (ii) all the Rated Notes and part of the
                        Class C Notes and to make all payments ranking in priority
                        thereto, or pari passu therewith, provided that the Class C
                        Noteholders have consented to such partial redemption.

Redemption for Tax or   Subject as provided in Condition 7(c) (Redemption, Purchase
Regulatory Event        and Cancellation – Redemption for Tax or Regulatory Event),
                        prior to the service of a Trigger Notice, the Issuer may redeem
                        at its option all, but not some only of, the Notes (or all the
                        Rated Notes and part of the Class C Notes, as applicable) at
                        their Principal Amount Outstanding (plus any accrued but
                        unpaid interest thereon) in accordance with the Post
                        Enforcement Priority of Payments and subject to the Issuer
                        having sufficient funds to redeem (i) all the Notes and to make
                        all payments ranking in priority thereto, or pari passu
                        therewith, or (ii) all the Rated Notes and part of the Class C
                        Notes and to make all payments ranking in priority thereto, or
                        pari passu therewith, provided that the Class C Noteholders
                        have consented to such partial redemption of the Class C
                        Notes, if, by reason of a change in the laws of the Republic of
                        Italy or the interpretation or administrative practice in respect
                        thereof following the Issue Date:

                        (i)      the patrimonio separato of the Issuer in respect of the
                        Securitisation becomes subject to taxes, duties, assessments or
                        governmental charges of whatever nature imposed, levied,
                        collected, withheld or assessed by the Republic of Italy or any
                        political sub-division thereof or any authority thereof or
                        therein or any applicable taxing authority having jurisdiction;
                        or

                        (ii)    either the Issuer or any paying agent appointed in
                        respect of the Notes or any custodian of the Notes is required
                        to deduct or withhold any amount (other than in respect of a
                        Law 239 Withholding) in respect of any Class of 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 any political sub-division thereof or any
                        authority thereof or therein or 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 Notes
                        before the Payment Date following the change in law or the



                                                                                    13
                            interpretation or administration thereof; or

                            (iii)   any amounts of interest payable on the Auto Loans to
                            the Issuer are required to be deducted or withheld from the
                            Issuer or the relevant payor 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 any political sub-division
                            thereof or any authority thereof or therein or any other
                            applicable taxing authority having jurisdiction,

                            each such event, a “Tax or Regulatory Event”.

Option by the Seller        Following the occurrence of a Tax or Regulatory Event and/or
                            upon the Issuer having exercised its Clean Up Option in
                            accordance with the provisions of Condition 7(d)
                            (Redemption, Purchase and Cancellation – Early redemption
                            at the Option of the Issuer), the Seller shall have the right to
                            repurchase, and the Issuer shall be obliged to sell, all (but not
                            part of) the outstanding Receivables owned by the Issuer,
                            subject to the relevant conditions provided for under the
                            Master Receivables Purchase Agreement being met.

                            (See section entitled “Description of the Transaction
                            Documents – Master Receivables Purchase Agreement”).

Subordination between the   The Notes of each Class shall rank pari passu without
Classes of Notes            preference or priority amongst themselves, provided that, as
                            regards the Notes of each Class with respect to the Notes of
                            each other Class, in respect of:

                            (i)     interest during the Revolving Period and the
                                    Amortisation Period, the Class A Notes shall rank
                                    pari passu among themselves but in priority to the
                                    Class B Notes and the Class C Notes, the Class B
                                    Notes shall rank pari passu among themselves but in
                                    priority to the Class C Notes but, in each case,
                                    subordinate to the claims of certain other creditors of
                                    the Issuer as more fully specified below or as a result
                                    of mandatory provisions of law;

                            (ii)    principal during the Revolving Period and the
                                    Amortisation Period, the Class A Notes shall rank
                                    pari passu among themselves but in priority to the
                                    Class B Notes and the Class C Notes, the Class B
                                    Notes shall rank pari passu among themselves but in
                                    priority to the Class C Notes but, in each case,
                                    subordinate to the claims of certain other creditors of
                                    the Issuer as more fully specified below or as a result
                                    of mandatory provisions of law, provided that any
                                    Cash Reserve Released Amount applicable on any
                                    Payment Date in or towards satisfaction of a Class C
                                    Principal Payment shall be applied in redeeming the
                                    Class C Notes in priority to the Class A Notes and the
                                    Class B Notes; and




                                                                                        14
                         (iii)   interest and principal following the service of a
                                 Trigger Notice or in case of early redemption in the
                                 circumstances indicated under Conditions 7(c)
                                 (Redemption, Purchase and Cancellation –
                                 Redemption for Tax or Regulatory Event) and 7(d)
                                 (Redemption, Purchase and Cancellation – Early
                                 Redemption at the Option of the Issuer), the Class A
                                 Notes shall rank pari passu among themselves, but in
                                 priority to the Class B Notes and the Class C Notes
                                 and the Class B Notes shall rank pari passu among
                                 themselves but in priority to the Class C Notes but, in
                                 each case, subordinate to the claims of certain other
                                 creditors of the Issuer as more fully specified below
                                 or as a result of mandatory provisions of law.

                         (See section entitled “Credit Structure”).

Security for the Notes   By operation of the Securitisation Law, the Issuer’s rights,
                         title and interests in and to the Portfolio will be segregated
                         from all other assets of the Issuer and the Portfolio and any
                         relevant Available Collections, once received by the Issuer,
                         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, each of the other Issuer Secured
                         Creditors and any Connected Third Party Creditor. Further
                         security is provided by the Pledge Agreement and the Deed of
                         Charge.

                         (See section     entitled   “Summary     of   the   Transaction
                         Documents”).

Trigger Events           The occurrence of any of the following events shall constitute
                         a “Trigger Event”:

                         (i)      Non Payment: default is made in respect of any
                         repayment of principal on its due date (provided that the
                         Issuer has sufficient Available Distribution Amount available
                         to it to make such payment in accordance with the applicable
                         Priority of Payments) or any payment of Interest Payment
                         Amount on the Most Senior Class of Notes on the relevant
                         Payment Date, which default or non-payment shall have
                         continued unremedied for a period of three Business Days
                         (except if such default or non-payment occurs on the Maturity
                         Date); or

                         (ii)    Breach of Obligations: default is made by the Issuer
                         in the performance or observance of any material obligation
                         binding upon it under the Notes or any of them or any other
                         Transaction Document to which it is a party (other than in
                         respect of the obligation to pay principal on any Class of
                         Notes and interest on the Most Senior Class of Notes pursuant
                         to (i) above) and (except where the Representative of the
                         Noteholders certifies that, in its opinion, such default is
                         incapable of remedy, when no notice will be required) such
                         default shall have continued unremedied for a period of 30
                         days following the service by the Representative of the



                                                                                     15
Noteholders on the Issuer of notice requiring the same to be
remedied; or

(iii)   Breach of Representations and Warranties: the
Issuer breaches in any material respect any representation or
warranty made by it pursuant to the Notes or any other
Transaction Document to which it is a party or contained in
any certificate, document or financial or other statement
furnished at any time under or in connection with a
Transaction Document to which it is a party and, in any case,
the circumstances giving rise to such breach shall have
continued unremedied for a period of 30 days following the
service by the Representative of the Noteholders on the Issuer
of notice requiring the same to be remedied; or

(iv)     Winding-Up: an order is made or an effective
resolution is passed for the Winding-Up of the Issuer; or

(v)      Insolvency Proceedings: the Issuer institutes or has
instituted against it Insolvency Proceedings under applicable
laws and such proceedings are not, in the opinion of the
Representative of the Noteholders, being disputed in good
faith with a reasonable prospect of success; or

(vi)     Arrangement of indebtedness: other than in respect
of the Issuer Secured Creditors and/or any secured creditor of
the Issuer in the context of any Further Securitisation, the
Issuer makes a general assignment or an arrangement or
composition with or for the benefit of its 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

(vii)   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 Transaction
Document to which it is a party, any obligation of the Issuer
under any of the Transaction Documents deemed by the
Representative of the Noteholders to be material ceases to be
legal, valid, binding and enforceable or any Transaction
Document or any obligation deemed by the Representative of
the Noteholders to be material contained therein is not
effective or is alleged by the Issuer to be ineffective for any
reason and, in any case, the circumstances giving rise to such
unlawfulness shall have continued unremedied for a period of
30 days following the service by the Representative of the
Noteholders on the Issuer of notice requiring the same to be
remedied; or

(viii) Invalid Security: any Security Interest purported to
be created under the Issuer Security pursuant to the Issuer
Security Documents becomes invalid, ineffective or
unenforceable, and, in any case, the circumstances giving rise
to such invalidity (if capable of remedy) shall have continued
unremedied for a period of 30 days following the service by



                                                          16
                        the Representative of the Noteholders on the Issuer of notice
                        requiring the same to be remedied.

                        Following the occurrence of a Trigger Event, the
                        Representative of the Noteholders (a) shall, in case of the
                        Trigger Event set out under item (i) above; (b) shall, to the
                        extent requested by an Extraordinary Resolution of the
                        Noteholders in the case of the Trigger Events set out under
                        items (ii) and (iii) above; and (c) may at its sole discretion (but
                        shall if so requested by an Extraordinary Resolution of the
                        Noteholders) in case of any other Trigger Event, deliver a
                        Trigger Notice to the Issuer declaring the Notes to be due and
                        repayable, whereupon (i) the Revolving Period and the
                        Amortisation Period will be immediately terminated, and (ii)
                        the Notes shall become immediately due and repayable at
                        their Principal Amount Outstanding and all payments due to
                        be made by the Issuer will be made in accordance with the
                        Post Enforcement Priority of Payments, provided that no
                        redemption of the Notes shall occur prior to the expiry of the
                        Initial Period.

Amortisation Events     The occurrence of any of the following events during the
                        Revolving Period shall constitute an “Amortisation Event”:

                        (a)     the occurrence of a Purchase Shortfall; or

                        (b)     the credit rating of the Swap Counterparty is
                        downgraded to below (i) A1 (in case where the Swap
                        Counterparty or its credit support provider has only a long-
                        term rating) or A2 or P-1 (in case where the Swap
                        Counterparty or its credit support provider has both a long
                        term and short-term ratings) by Moody’s or (ii) A-1 by
                        Standard & Poor’s and the swap agreement is not replaced or
                        guaranteed by a third party with the required ratings or as the
                        case may be no collateral is put in place within 30 days after
                        the down grade event; or

                        (c)     following the occurrence of a Servicer Termination
                        Event, the Successor Servicer is not appointed within 15
                        Business Days from the date thereof; or

                        (d)     the occurrence of a Principal Deficiency Shortfall.

                        Following the occurrence of any Amortisation Event, the
                        Issuer shall not be entitled to purchase any Additional
                        Receivables from the Seller.

Representative of the   The Representative of the Noteholders will represent the
Noteholders             interests of the Noteholders of each Class in accordance with
                        the Conditions of the Notes, and the interests of the Other
                        Issuer Secured Creditors in accordance with the Intercreditor
                        Agreement.

                        The Representative of the Noteholders shall exercise as it sees
                        fit all rights and discretions of the Noteholders under the
                        Transaction Documents in accordance with the Conditions



                                                                                      17
                           and, under the Intercreditor Agreement, shall be entitled to
                           exercise certain other rights and discretions as agent
                           (mandatario con rappresentanza) of the Other Issuer Secured
                           Creditors with respect to the Issuer Security.

                           The actions of the Representative of the Noteholders will be
                           binding on each of the Issuer Secured Creditors. Each of the
                           Other Issuer Secured Creditors will agree in the Intercreditor
                           Agreement and each of the Noteholders will agree or will be
                           deemed to agree by virtue of the transfer to it of the Note(s),
                           that in the exercise of its powers, authorities, duties and
                           discretions the Representative of the Noteholders shall have
                           regard to the Noteholders generally, and shall also have regard
                           to the interests of the Other Issuer Secured Creditors.
                           However if there is a conflict between the interests of the
                           Noteholders of each Class, or between the interests of the
                           Noteholders and the Other Issuer Secured Creditors, it shall
                           have regard only to the interests of the holders of the Most
                           Senior Class of Notes, and if there is a conflict between the
                           interests of any of the Other Issuer Secured Creditors, it shall
                           have regard only to the interests of the Issuer Secured Creditor
                           the amounts owed to which rank highest in the relevant
                           Priority of Payments.

                           Each Noteholder, by purchasing the relevant Note, shall be
                           deemed to agree, and each of the Other Issuer Secured
                           Creditors will acknowledge pursuant to the Intercreditor
                           Agreement, that the Representative of the Noteholders shall
                           not be bound to take any steps or institute any proceedings
                           after a Trigger Notice has been served upon the Issuer or to
                           exercise any rights granted under the mandate conferred on it
                           by the Issuer under the Intercreditor Agreement unless it has
                           been indemnified to its satisfaction against all actions,
                           proceedings, claims and demands to which it may thereby
                           render itself liable and all costs, charges, damages and
                           expenses which it may incur by so doing.

                           The Representative of the Noteholders shall not be liable in
                           respect of any loss, liability, claim, expense or damage
                           suffered or incurred by any Issuer Secured Creditor as a result
                           of the performance of its duties save where such loss, liability,
                           claim, expense or damage is suffered or incurred as a result of
                           any gross negligence (colpa grave), wilful default or fraud
                           (dolo) of the Representative of the Noteholders.

Limitation to individual   Under the terms of the Intercreditor Agreement and the
rights and non-petition    Conditions, each of the Issuer Secured Creditors will agree
                           that only the Representative of the Noteholders is entitled to
                           enforce the Issuer Security and institute any proceedings
                           against the Issuer, take any steps for the purposes of obtaining
                           payment of any amount expressed to be payable to the Issuer
                           Secured Creditors or enforce any other obligation of the Issuer
                           under the Conditions of each Class and/or the Transaction
                           Documents, except in the limited circumstances permitted
                           under the Conditions and the Intercreditor Agreement.




                                                                                       18
                           No Issuer Secured Creditor may exercise any right of set-off
                           (compensazione) against the Issuer under the Notes and/or the
                           Transaction Documents or otherwise other than as may be
                           expressly provided therein.

                           Subject to and in accordance with the Intercreditor Agreement
                           and the Conditions, no Issuer Secured Creditor may take any
                           steps for the purpose of commencing any Insolvency
                           Proceedings against the Issuer.

Limited Recourse and       If, following the service of a Trigger Notice and following the
Extinguishment of Claims   enforcement of the Issuer Security and the exercise by the
                           Representative of the Noteholders of its rights in respect of the
                           Portfolio and any asset or amount derived therefrom or, if no
                           Trigger Notice has been served, on the relevant Maturity Date,
                           the aggregate funds available to the Issuer to repay any
                           outstanding principal and/or pay any interest and any other
                           amounts accrued and unpaid under the relevant Notes in
                           accordance with the relevant Priority of Payments are not
                           sufficient to pay in full such amounts, then upon distribution
                           of the available funds on the relevant Maturity Date, only a
                           pro rata share of the funds which are available to the Issuer
                           shall be applied in respect of such payment obligations in
                           accordance with the relevant Priority of Payments and the
                           unpaid balance of each such amount shall not be due and
                           payable and shall be cancelled in respect of the Notes of the
                           relevant Class or Classes the Maturity Date of which has been
                           reached.

3.   THE PORTFOLIO, PURCHASE OF ADDITIONAL POOLS AND CASH MANAGEMENT
ARRANGEMENTS

The Portfolio              The Portfolio purchased by the Issuer comprises monetary
                           receivables arising out of loans granted by the Seller to
                           Debtors for the purchase of Cars, classified at the relevant
                           Cut-Off Date as performing by the Seller, stated by the Seller
                           as complying with the individual and pool eligibility
                           requirements set out in the Master Receivables Purchase
                           Agreement and selected by it, for the purposes of Article 2 of
                           the Securitisation law, on the basis of the identification criteria
                           set forth in each Purchase Agreement.

                           The Portfolio shall comprise all of the Pools of Receivables
                           assigned from time to time to the Issuer by the Seller; the
                           Initial Pool has been transferred by the Seller to the Issuer on
                           the First Purchase Date and Additional Pools may be
                           transferred by the Seller to the Issuer on any Subsequent
                           Purchase Date during the Revolving Period, subject to the
                           provisions of the Master Receivables Purchase Agreement.
                           The Receivables comprised in each relevant Pool arise from
                           the Auto Loan Contracts entered into with the Debtors.

                           On the First Purchase Date, the Seller has assigned and
                           transferred without recourse (pro soluto) to the Issuer the
                           Initial Pool which the Seller has represented to be in
                           compliance, as of the immediately preceding Cut-Off Date



                                                                                         19
                     with the Eligibility Requirements and the Initial Block
                     Criteria.

                     During the Revolving Period, the Seller may transfer without
                     recourse (pro soluto) to the Issuer Additional Pools of
                     Receivables complying with the Eligibility Requirements, the
                     Additional Receivables Specific Requirements and the
                     Additional Block Criteria, subject to the conditions precedent
                     to the relevant purchase being met.

                     (See section entitled “Description of the Transaction
                     Documents – Master Receivables Purchase Agreement”).

Purchase Price and   The Initial Purchase Price of the Initial Pool is equal to the
Representation and   sum of the Principal Component Purchase Price and the
Warranties           Interest Component Purchase Price and the Purchase Price of
                     any Additional Pool shall be equal to the sum of the Principal
                     Component Purchase Price, the Interest Component Purchase
                     Price and the Deferred Purchase Price.

                     The Principal Component Purchase Price of the Initial Pool,
                     being equal to euro 849,993,072.14, will be paid to the Seller
                     on the Issue Date out of the net proceeds of the issuance of the
                     Rated Notes.

                     The Principal Component Purchase Price of any Additional
                     Pool which shall be transferred to the Issuer on any
                     Subsequent Purchase Date will be paid to the Seller on the
                     Principal Component Payment Date falling after such
                     Subsequent Purchase Date to the extent of the then Available
                     Purchase Amount.

                     The Interest Component Purchase Price of the Initial Pool and
                     any Additional Pool transferred to the Issuer on any
                     Subsequent Purchase Date will be paid to the Seller on the
                     Payment Date falling after the relevant Purchase Date, to the
                     extent of the then Available Interest Amount and subject to
                     and in accordance with the then applicable Priority of
                     Payments.

                     The Deferred Purchase Price of any Additional Pool
                     transferred to the Issuer on any Subsequent Purchase Date
                     will be payable to the Seller (i) as to the DPP Excess Margin
                     Component, on any Payment Date falling after the relevant
                     Subsequent Purchase Date, to the extent of the then Available
                     Distribution Amount and subject to and in accordance with
                     the then applicable Priority of Payments; and (ii) as to the
                     DPP Principal Component, if any, on any DPP Payment Date
                     in an amount equal to (a) the relevant Payable DPP Principal
                     Component in respect of the Performing Receivables, and (b)
                     the relevant Outstanding DPP Principal Component in respect
                     of the Defaulted Receivables, in any case to the extent of the
                     then Available Distribution Amount and subject to and in
                     accordance with the then applicable Priority of Payments (the
                     “Due DPP Principal Component”).




                                                                                20
                             The Purchase Price of the Initial Pool shall be paid on the
                             Issue Date subject to:

                             (a)     the publication of a notice of assignment of the
                             relevant Receivables in the Gazzetta Ufficiale della
                             Repubblica Italiana; and

                             (b)   the registration of such notice with the competent
                             Companies Register.

                             The Purchase Price of any Additional Pool shall be paid by the
                             Issuer subject to:

                             (a)     the publication of a notice of assignment of the
                             relevant Receivables in the Gazzetta Ufficiale della
                             Repubblica Italiana; and

                             (b)   the deposit of such notice with the competent
                             Companies Register.

                             Under the Master Receivables Purchase Agreement, the Seller
                             has given certain representations and warranties in favour of
                             the Issuer in relation to, inter alia, itself and the Receivables
                             and has agreed to indemnify the Issuer in respect of certain
                             costs, expenses and liabilities of the Issuer incurred in
                             connection with the purchase and ownership of the
                             Receivables.

                             (See section entitled “Description of the Transaction
                             Documents – Master Receivables Purchase Agreement”).

Servicing of the Portfolio   Pursuant to the Servicing Agreement, the Servicer has agreed
                             to administer, service and collect all cash payments in respect
                             of the Portfolio on behalf of the Issuer. The receipt of the cash
                             collections in respect of the Portfolio is the responsibility of
                             the Servicer.

                             The Servicer shall ensure proper segregation of the Issuer’s
                             accounting and property from its own activities and assets, and
                             the Servicer, as “soggetto incaricato della riscossione dei
                             crediti dei servizi di cassa e pagamento”, shall be responsible
                             for verifying that the transactions to be carried out within the
                             Securitisation comply with the provisions of the Securitisation
                             Law, and are consistent with the contents of this document.

                             All amounts received by the Servicer in respect of the
                             Portfolio (including those amount which have been credited to
                             an account in the name of the Servicer) will be credited to the
                             General Collection Account.

                             The Servicer has undertaken to prepare the Monthly Servicing
                             Report and the Quarterly Servicing Report, in the respective
                             forms set out in the Servicing Agreement and submit (i) the
                             Monthly Servicing Report on the Monthly Servicing Report
                             Date to the Issuer, the Representative of the Noteholders, the
                             Cash Manager, the Calculation Agent, the Corporate Servicer
                             and the Account Bank, and (ii) the Quarterly Servicing Report


                                                                                         21
                         on the Quarterly Servicing Report Date to the Issuer, the
                         Representative of the Noteholders, the Cash Manager, the
                         Calculation Agent, the Account Bank, the Joint Lead
                         Managers, the Corporate Servicer and the Rating Agencies.

Cash Allocation,         Pursuant to the Cash Allocation, Management and Payment
Management and Payment   Agreement (i) the Account Bank has agreed to hold and
Agreement                operate the Issuer English Accounts, and to provide the Issuer
                         with account handling services in relation to moneys or
                         securities from time to time standing to the credit of such
                         accounts, (ii) the Cash Manager shall invest, directly and/or
                         through the Account Bank, moneys from time to time standing
                         to the credit of the Issuer English Accounts in Eligible
                         Investments, (iii) the Calculation Agent has agreed to provide
                         certain calculation, notification and reporting services to the
                         Issuer, (iv) the Principal Paying Agent has agreed to determine
                         the rate of interest applicable from time to time on the Notes
                         and , together with the Italian Paying Agent, arrange on behalf
                         of the Issuer for the payment of interest and repayment of
                         principal on the Notes and (v) the Irish Paying Agent has
                         agreed to provide certain agency services in relation to the
                         Rated Notes being listed on the Irish Stock Exchange.

                         (See section entitled “Description of the Transaction
                         Documents – Cash Allocation, Management and Payment
                         Agreement”).

Accounts                 The Issuer shall at all times maintain the following accounts
                         with the Account Bank:

                         (a)     the General Collection Account (i) into which (A) the
                         Servicer shall credit the Available Collections received on the
                         previous Business Day into the Servicer Collection Account,
                         (B) on or prior to each relevant Eligible Investment Maturity
                         Date, the amount originally standing to the credit of the
                         General Collection Account utilised to purchase the Eligible
                         Investments will be credited by the Account Bank; and (ii) out
                         of which (A) any Available Principal Collection and/or
                         Available Interest Collection to be transferred to the Principal
                         Account and/or to the Interest Account, respectively, will be
                         debited one Business Day after the Monthly Servicer Report
                         Date by the Account Bank; and (B) on or prior to the 2nd
                         Business Day immediately preceding each Monthly Servicer
                         Report Date any amount standing to the credit thereof will be
                         invested in Eligible Investments;
                         (b)     the Principal Account (i) into which (A) the Available
                         Principal Collections will be credited one Business Day after
                         the Monthly Servicer Report Date by the Account Bank, (B)
                         on or prior to each relevant Eligible Investment Maturity Date,
                         the amount originally standing to the credit of the Principal
                         Account utilised to purchase Eligible Investments will be
                         credited by the Account Bank, and (C) on each Payment Date,
                         the amounts due under items (h), (j) and (n) of the Pre
                         Enforcement Interest Priority of Payments will be credited by
                         the Account Bank; and (ii) out of which (A) on each Monthly
                         Settlement Date during the Revolving Period, the aggregate


                                                                                    22
Principal Component Purchase Price of the Receivables
purchased on the immediately preceding Purchase Date will
be paid by the Account Bank pursuant to the terms of the
Master Receivables Purchase Agreement; (B) one Business
Day following each Monthly Servicer Report Date and
Payment Date, the amounts standing to the credit thereof will
be invested in Eligible Investments; and (C) on the second
Business Day prior to each Payment Date any amount payable
pursuant to the applicable Priority of Payments will be paid by
the Account Bank to the Italian Paying Agent;
(c)     the Interest Account (i) into which (A) any Available
Interest Collections will be credited one Business Day after
the Monthly Servicer Report Date by the Account Bank, (B)
on or prior to each relevant Eligible Investment Maturity Date
the amount originally standing to the credit of the Interest
Account utilised to purchase Eligible Investments will be
credited by the Account Bank, (C) any income generated by
the Eligible Investments purchased with the amounts standing
to the credit of the Principal Account, Interest Account,
General Collection Account and Cash Reserve Account will
be credited on or before the applicable Eligible Investments
Maturity Date by the Account Bank, (D) any payments to be
received from the Swap Counterparty will be credited on the
Swap Payment Date immediately preceding the relevant
Payment Date, and (E) on or prior to the 2nd Business Days
prior to any Payment Date, the Cash Reserve Released
Amount and the Cash Reserve Drawing Amount will be
credited; and (ii) out of which (A) one Business Day
following each Monthly Servicer Report Date and Payment
Date any amount standing to the credit thereof will be
invested in Eligible Investments, and (B) on the second
Business Day prior to each Payment Date any amount payable
pursuant to the applicable Priority of Payments will be paid
by the Account Bank to the Italian Paying Agent;
(d)      the Cash Reserve Account (i) into which (A) the Cash
Reserve Initial Amount will be credited on the Issue Date
using the proceeds of the issuance of the Class C Notes; (B)
on any Payment Date, the Cash Reserve Replenishment
Amount (if any) will be credited by the Account Bank in
accordance with the Pre Enforcement Interest Priority of
Payments, and (C) on or prior to each Eligible Investment
Maturity Date the amount originally standing to the credit of
the Cash Reserve Account utilised to purchase Eligible
Investments will be credited by the Account Bank and (ii) out
of which (A) on or prior to the 2nd Business Day prior to any
Payment Date, the Cash Reserve Released Amount and the
Cash Reserve Drawing Amount will be transferred to the
Interest Account by the Account Bank to be applied in
accordance with the Pre Enforcement Interest Priority of
Payments; and (B) one Business Day after the Issue Date and
each Payment Date, any amount standing to the credit thereof
will be invested in Eligible Investments; and
(e)     the Securities Account for the deposit of the Eligible
Investments (not being cash invested in time deposit or open
ended liquidity funds) purchased with the monies standing to


                                                          23
                           the credit of the General Collection Account, the Principal
                           Account, the Interest Account and the Cash Reserve Account.
                           In addition, the Issuer shall maintain with Banca Antoniana
                           Popolare Veneta S.p.A. the Expenses Account into which, on
                           the Issue Date, the Retention Amount will be credited and out
                           of which any amount standing to the credit thereof will be
                           applied by the Issuer during each Interest Period to pay all
                           fees, costs, expenses, liabilities and taxes required to be paid
                           in order to preserve the corporate existence of the Issuer or to
                           maintain it in good standing or to comply with any applicable
                           legislation.

                           (See section entitled “Issuer Accounts”).

4.     PRIORITY OF PAYMENTS AND CREDIT STRUCTURE

Priority of Payments       On each Monthly Settlement Date not being a Payment Date,
                           the Available Principal Collections standing to the credit of
                           the Principal Account will be applied towards payment of the
                           Principal Component Purchase Price of the Additional
                           Receivables purchased by the Issuer on the immediately
                           preceding Subsequent Purchase Date, up to an amount equal
                           to the then Available Purchase Amount. On each Payment
                           Date, the Available Interest Amount and the Available
                           Principal Amount will be applied in making the payments
                           referred to in the Pre Enforcement Interest Priority of
                           Payments and in the Pre Enforcement Principal Priority of
                           Payments in accordance with Condition 5.1 and 5.2, as the
                           case may be. The payments referred to in the Pre Enforcement
                           Interest Priority of Payments will be made prior to the
                           payments referred to in the Pre Enforcement Principal Priority
                           of Payments. Following the delivery of a Trigger Notice or in
                           case of early redemption in the circumstances indicated under
                           Conditions 7(c) (Redemption, Purchase and Cancellation –
                           Redemption for Tax or Regulatory Event) and 7(d)
                           (Redemption, Purchase and Cancellation – Early Redemption
                           at the Option of the Issuer), the Available Distribution
                           Amount will be applied in accordance with the Post
                           Enforcement Priority of Payments.

Pre Enforcement Interest   During the Revolving Period and the Amortisation Period the
Priority of Payments       Issuer shall, on each Payment Date and on the basis of
                           computations to be made by the Calculation Agent on the
                           immediately preceding Calculation Date, apply or procure the
                           application of the Available Interest Amount in the following
                           order of priority, in each case, only if and to the extent that
                           payments (or retentions of sums) of a higher priority have
                           been made in full:

                           (a)     first, pari passu and pro rata according to the
                           respective amounts thereof, in or towards satisfaction of (i) all
                           costs, taxes and expenses required to be paid in order to
                           preserve the corporate existence of the Issuer or to maintain it
                           in good standing or to comply with applicable legislation and
                           regulations or to be paid by any applicable law to any
                           Connected Third Party Creditor to the extent that such costs,


                                                                                       24
taxes and expenses are not met by utilising the amounts
standing to the credit of the Expenses Account, (ii) all costs
and taxes required to be paid to maintain the rating of the
Notes and in connection with the listing, registration and
deposit of the Notes, or any notice to be given to the
Noteholders or the other parties to the Transaction
Documents;

(b)     second, in or towards satisfaction of payment of the
fees, expenses and all other amounts due to the Representative
of the Noteholders;

(c)     third, in or towards transfer into the Expenses
Account of the amount (if any) necessary to ensure that the
balance standing to the credit of the Expenses Account as at
such Payment Date is equal to the Retention Amount;

(d)     fourth, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of (i)
the fees, expenses and all other amounts due and payable to
the Cash Manager, the Calculation Agent, the Account Bank,
the Paying Agents and the Corporate Servicer, (ii) the
Servicing Fees to the Servicer;

(e)     fifth, in or towards satisfaction of the payment to the
Seller of the Interest Component Purchase Prices of the
Receivables purchased on previous Subsequent Purchase
Dates and not yet paid;

(f)      sixth, in or towards satisfaction of the payment of any
Net Swap Amounts due to the Swap Counterparty under the
Interest Rate Swap Agreement;

(g)      seventh, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of (i) all
interest due and payable on the Class A Notes as at such
Payment Date, and (ii) any Swap Termination Amount (other
than any Swap Termination Amount referred to in paragraph
(l) below);

(h)     eighth, in or towards satisfaction of the transfer to the
credit of the Principal Account of an amount equal to the
Class A Principal Deficiency Amount as calculated in respect
of such Payment Date;

(i)      ninth, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of all
interest due and payable on the Class B Notes as at such
Payment Date;

(j)     tenth, in or towards satisfaction of the transfer to the
credit of the Principal Account of an amount equal to the
Class B Principal Deficiency Amount as calculated in respect
of such Payment Date;

(k)     eleventh, in or towards satisfaction of the transfer to



                                                            25
                            the Cash Reserve Account             of   the   Cash    Reserve
                            Replenishment Amount;

                            (l)      twelfth, in or towards satisfaction of the payment of
                            any Swap Termination Amount due to the Swap Counterparty
                            pursuant to the Interest Rate Swap Agreement, if the relevant
                            early termination results from the Swap Counterparty being
                            the Defaulting Party or, following a Swap Counterparty
                            Rating Event, the Affected Party (each as defined in the
                            Interest Rate Swap Agreement);

                            (m)      thirteenth, pari passu and pro rata according to the
                            respective amounts thereof, in or towards satisfaction of all
                            interest due and payable on the Class C Notes as at such
                            Payment Date;

                            (n)     fourteenth, in or towards satisfaction of the transfer to
                            the credit of the Principal Account of an amount equal to the
                            Principal Deficiency DPP Component Amount, as calculated
                            in respect of such Payment Date;

                            (o)     fifteenth, in or towards satisfaction of the payment of
                            the Interest Component Purchase Price of the Initial
                            Receivables or of any portion of Interest Component Purchase
                            Price of the Initial Receivables remaining unpaid on such
                            Payment Date;

                            (p)    sixteenth, in or towards satisfaction of the payment of
                            any amount of Due DPP Excess Margin Component due and
                            payable in respect of the Receivables as calculated on such
                            Payment Date;

                            (q)     seventeenth, provided that Cash Reserve Outstanding
                            Amount exceeds the Cash Reserve Required Amount, pari
                            passu and pro rata according to the respective amounts
                            thereof, in or towards satisfaction of the Class C Principal
                            Payment;

                            (r)     eighteenth, pari passu and pro rata according to the
                            respective amounts thereof, in or towards satisfaction of any
                            other amount due and payable to the Seller pursuant to the
                            Transaction Documents to which it is a party, to the extent not
                            already paid under this Priority of Payment and not be paid
                            pursuant to the Pre-Enforcement Principal Priority of
                            Payments; and

                            (s)     nineteenth, pari passu and pro rata according to the
                            respective amounts thereof, in or towards satisfaction of the
                            payment of the Variable Return on the Class C Notes.

Pre Enforcement Principal   During the Revolving Period and the Amortisation Period and
Priority of Payments        on the basis of computations to be made by the Calculation
                            Agent on the immediately preceding Calculation Date, the
                            Issuer shall, on each Payment Date, apply or procure the
                            application of the Available Principal Amount in the
                            following order of priority, in each case, only if and to the



                                                                                        26
extent that payments (or retentions of sums) of a higher
priority have been made in full:

(a)     first, in or towards satisfaction of the payments
referred to in paragraphs (a) to (g) (inclusive) of the Pre
Enforcement Interest Priority of Payments, to the extent that
such payments are not made in full in accordance with the Pre
Enforcement Interest Priority of Payments;

(b)      second, during the Revolving Period, in or towards
satisfaction of (i) the payment to the Seller of the Principal
Component Purchase Price of each Receivable purchased on
the Subsequent Purchase Date falling immediately prior to
such Payment Date, in a maximum amount equal to the
Available Purchase Amount and to the extent that such
Principal Component Purchase Price has not been set-off with
Non-Conformity Rescission Amounts or Rescheduling
Indemnification Amounts (if any), and (ii) the crediting of any
Collateral Integration Amount in respect of such Payment
Date into the Principal Account;

(c)      third, during the Amortisation Period (only) or in case
of a Partial Early Amortisation Event, pari passu and pro rata
according to the respective amounts thereof, in or towards
satisfaction of the Class A Principal Payments or the relevant
Partial Early Amortisation Amount due to the Class A
Noteholders, provided that, during the Initial Period, any
amount to be paid under this paragraph (c) shall be retained in
the Principal Account and shall be paid to the relevant payee
on the first Payment Date immediately succeeding the expiry
of the Initial Period;

(d)    fourth, in or towards satisfaction of the payment of
the amounts referred to in paragraph (i) of the Pre
Enforcement Interest Priority of Payments, to the extent that
such payments are not made in full in accordance with the Pre
Enforcement Interest Priority of Payments;

(e)      fifth, during the Amortisation Period (only), or in case
of a Partial Early Amortisation Event, pari passu and pro rata
according to the respective amounts thereof, in or towards
satisfaction of the Class B Principal Payments or the relevant
Partial Early Amortisation Amount due to the Class B
Noteholders, provided that, during the Initial Period, any
amount to be paid under this paragraph (e) shall be retained in
the Principal Account and shall be paid to the relevant payee
on the first Payment Date immediately succeeding the expiry
of the Initial Period;

(f)     sixth, in or towards satisfaction of the payment of the
Due DPP Principal Component payable to the Seller in
accordance with the provisions of the Master Receivables
Purchase Agreement, provided that if the relevant Payment
Date is not a DPP Payment Date, any amount to be paid under
this paragraph (f) shall be retained in the Principal Account
and shall be paid to the relevant payee on the first Payment



                                                            27
                               Date being a DPP Payment Date;

                               (g)     seventh, on each Payment Date falling after the expiry
                               of the Initial Period, if no amounts of principal under the
                               Class A Notes and the Class B Notes are or will be
                               outstanding on such Payment Date, and after satisfaction of
                               any amount of principal due on the Class C Notes pursuant to
                               the Pre Enforcement Interest Priority of Payments, pari passu
                               and pro rata according to the respective amounts thereof, in or
                               towards satisfaction of the repayment of the Principal Amount
                               Outstanding of the Class C Notes as at such Payment Date;

                               (h)      eighth, if no amounts of principal under the Rated
                               Notes are or will be outstanding on such Payment Date, pari
                               passu and pro rata according to the respective amounts
                               thereof, in or towards satisfaction of the payment of Variable
                               Return on the Class C Notes.

Post Enforcement Priority of   On the first Business Day of each calendar month following
Payments                       service of a Trigger Notice or on any Payment Date in the
                               circumstances set out in Conditions 7(c) (Redemption,
                               Purchase and Cancellation - Redemption for Tax or
                               Regulatory Event) and 7(d) (Redemption, Purchase and
                               Cancellation - Early redemption at the option of the Issuer),
                               all amounts received or recovered by the Issuer and/or the
                               Representative of the Noteholders in respect of the Portfolio
                               and/or the Issuer Security and/or the other Securitisation
                               Assets shall be applied by or on behalf of the Issuer or the
                               Representative of the Noteholders (as the case may be),
                               respectively, as follows, in each case, only if and to the extent
                               that payments of a higher priority have been made in full:

                               (a)       first, pari passu and pro rata according to the
                               respective amounts thereof, in or towards satisfaction of (i) all
                               costs, taxes and expenses required to be paid in order to
                               preserve the corporate existence of the Issuer or to maintain it
                               in good standing / in connection with the Winding-Up of the
                               Issuer or to comply with applicable legislation and regulations
                               or to be paid by any applicable law to any Connected Third
                               Party Creditor to the extent that such costs, taxes and expenses
                               are not met by utilising the amounts standing to the credit of
                               the Expenses Account, (ii) all costs and taxes required to be
                               paid to maintain the rating of the Notes and in connection with
                               the listing, registration and deposit of the Notes, or any notice
                               to be given to the Noteholders or the other parties to the
                               Transaction Documents;

                               (b)     second, in or towards satisfaction of payment of the
                               fees, expenses and all other amounts due to the Representative
                               of the Noteholders and in or towards transfer into the
                               Expenses Account of the amount (if any) necessary to ensure
                               that the balance standing to the credit of the Expenses
                               Account as at such Payment Date is equal to the Retention
                               Amount;

                               (c)     third, pari passu and pro rata according to the



                                                                                           28
respective amounts thereof, in or towards satisfaction of (i)
the fees, expenses and all other amounts due and payable to
the Cash Manager, the Calculation Agent, the Account Bank,
the Paying Agents and the Corporate Servicer, (ii) the
Servicing Fees to the Servicer;

(d)     fourth, in or towards satisfaction of the payment to the
Seller of the Interest Component Purchase Prices of the
Receivables purchased on previous Subsequent Purchase
Dates and not yet paid;

(e)      fifth, in or towards satisfaction of the payment of any
Net Swap Amounts due to the Swap Counterparty under the
Interest Rate Swap Agreement;

(f)    pari passu and pro rata according to the respective
amounts thereof, in or towards the payment of (i) all interest
due and payable on the Class A Notes and (ii) any Swap
Termination Amount (other than any Swap Termination
Amount referred to in paragraph (j) below);

(g)     sixth, pari passu and pro rata according to the
respective amounts thereof, in or towards redemption of the
Class A Notes;

(h)      seventh, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of all
interest due and payable on the Class B Notes;

(i)     eighth, pari passu and pro rata according to the
respective amounts thereof, in or towards redemption of the
Class B Notes;

(j)      ninth, in or towards satisfaction of the payment of any
Swap Termination Amount due to the Swap Counterparty
pursuant to the Interest Rate Swap Agreement, if the relevant
early termination results from the Swap Counterparty being
the Defaulting Party or, following a Swap Counterparty
Rating Event, the Affected Party (each as defined in the
Interest Rate Swap Agreement);

(k)     tenth, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of the
Due DPP Excess Margin Component and the Due DPP
Principal Components due and payable;

(l)      eleventh, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of all
interest due and payable on the Class C Notes;

(m)     twelfth, pari passu and pro rata according to the
respective amounts thereof, in or towards redemption of the
Class C Notes; and

(n)     thirteenth, pari passu and pro rata according to the
respective amounts thereof, in or towards satisfaction of any
other amount due and payable to the Seller pursuant to the


                                                           29
                            Transaction Documents to which it is a party, to the extent not
                            already paid under this Priority of Payment; and

                            (o)     fourteenth, pari passu and pro rata according to the
                            respective amounts thereof, in or towards satisfaction of the
                            payment of the Variable Return on the Class C Notes.

Payments to Third Parties   The Issuer (or, as the case may be, the Cash Manager acting
Connected Creditors         on its behalf) may at any time direct the Account Bank to
                            liquidate the Eligible Investments held in the Securities
                            Account, and/or apply any Available Interest Amount, and/or
                            the amounts standing to the credit of the Interest Account in
                            priority to, or pari passu with, any item set out in the Pre
                            Enforcement Interest Priority of Payments in order to pay,
                            when required by applicable law, any amount payable, (but
                            not provided for) under item (a)(i) of the Pre Enforcement
                            Interest Priority of Payments, to the Connected Third Parties
                            Creditors.
                            To the extent that on any date on which the Issuer is required
                            to pay any such amounts, the funds available to the Issuer
                            would otherwise be insufficient for such purpose, the Cash
                            Manager may direct the liquidation of the Eligible
                            Investments held in the Securities Account, and/or apply any
                            Available Principal Amount, and/or the amounts standing to
                            the credit of the Principal Account in priority to, or pari passu
                            with, any item set out in the Pre Enforcement Principal
                            Priority of Payments to pay the amount of the shortfall.
Cash Reserve                On the Issue Date, the Cash Reserve Account will be credited
                            with the Cash Reserve Initial Amount, utilising the proceeds
                            of the issuance of the Class C Notes. The Cash Reserve Initial
                            Amount will be equal to 2.2 per cent. of the aggregate Initial
                            Principal Amount of the Rated Notes.

                            Thereafter the Issuer shall be entitled to draw on the Cash
                            Reserve in an amount equal to the Cash Reserve Drawing
                            Amount for application in accordance with the applicable
                            Priority of Payments. Subject to the sufficiency of funds
                            available to the Issuer for such purpose and the Pre
                            Enforcement Priority of Payments, the Issuer shall at all times
                            maintain an amount in the Cash Reserve Account equal to the
                            Cash Reserve Required Amount.

                            The Cash Reserve Account shall be debited or credited in
                            accordance with the instructions given by the Issuer (or, as the
                            case may be, the Calculation Agent acting on its behalf). The
                            Cash Reserve is available to cover losses resulting from any
                            default of the Debtors under the relevant Receivables.

                            The positive difference, if any, between the Cash Reserve
                            Outstanding Amount and the Cash Reserve Required Amount,
                            as calculated in respect of any Payment Date, will be utilised
                            by the Issuer to redeem, pari passu and pro rata, on such
                            Payment Date, the Class C Notes. In such circumstances, the
                            Class C Notes shall be redeemed in priority to the Class A




                                                                                        30
                          Notes and the Class B Notes.

Interest Rate Swap        In order to hedge the interest rate exposure of the Issuer in
                          relation to its floating rate obligations under the Rated Notes,
                          the Issuer will enter into a swap transaction (a “Swap
                          Transaction”) with the Swap Counterparty in each case on or
                          prior to the Issue Date. Such Swap Transaction will be
                          governed by an International Swaps and Derivatives
                          Association,       Inc.     ("ISDA")       Master    Agreement
                          (Multicurrency-Cross Border), together with a Schedule
                          (together the “Master Agreement”) and the Swap
                          Transaction will be documented pursuant to a swap
                          confirmation (the “Swap Confirmation” and together with
                          the Master Agreement, the “Interest Rate Swap
                          Agreement”).

                          (See section entitled “Description of the Transaction
                          Documents – Interest Rate Swap Agreement”).

5.     OTHER PRINCIPAL TRANSACTION DOCUMENTS

Intercreditor Agreement   Pursuant to the Intercreditor Agreement, the Pledge
                          Agreement, the Deed of Charge and the Conditions, the
                          Representative of the Noteholders will, following the service
                          of a Trigger Notice on the Issuer, hold and exercise the Issuer
                          Secured Creditors’ rights under the Pledge Agreement for the
                          account and benefit of the Issuer Secured Creditors.

                          Under the terms of the Intercreditor Agreement, the Issuer will
                          undertake, following the service of a Trigger Notice, to
                          comply with all directions of the Representative of the
                          Noteholders in relation to the management and administration
                          of the Portfolio.

                          The Issuer will also grant an irrevocable mandate in favour of
                          the Representative of the Noteholders to take, following the
                          service of a Trigger Notice, such action in the name of the
                          Issuer as the Representative of the Noteholders may deem
                          necessary to protect the interests of the Issuer Secured
                          Creditors in respect of the Portfolio, including the sale thereof.

                          The mandate conferred by the Issuer upon the Representative
                          of the Noteholders by the Intercreditor Agreement shall also
                          take effect upon the occurrence of a Specified Event, but only
                          in relation to the powers and authority needed by the
                          Representative of the Noteholders to enforce the rights
                          entitlements or remedies, to exercise the discretion, authorities
                          or powers, to give the direction or make the determination in
                          respect of which the Specified Event has occurred. Upon the
                          occurrence of a Specified Event, the Representative of the
                          Noteholders will have the right to exercise, in the name and on
                          behalf of the Issuer and in the interest and for the benefit of
                          the Noteholders and the Other Issuer Secured Creditors, the
                          rights of the Issuer under the Transaction Documents to which
                          the Specified Event relates.




                                                                                       31
                   The Intercreditor Agreement shall be governed by Italian law.

                   (See section entitled “Summary of the Transaction Documents
                   – Intercreditor Agreement”).

Pledge Agreement   Under the terms of the Pledge Agreement to be entered into on
                   or prior to the Issue Date, the Issuer will grant in favour of the
                   Representative of the Noteholders, as agent (mandatario con
                   rappresentanza) for the Noteholders and the Other Issuer
                   Secured Creditors, an Italian law pledge over all the Issuer’s
                   monetary rights (other than the Portfolio) in, to and under:

                   (a)     the Rated Notes Subscription Agreement;

                   (b)     the Class C Notes Subscription Agreement;

                   (c)     the Master Receivables Purchase Agreement and each
                           Purchase Agreement;

                   (d)     the Servicing Agreement;

                   (e)     the Cash Allocation, Management and Payment
                           Agreement;

                   (f)     the Corporate Services Agreement;

                   (g)     the Intercreditor Agreement;

                   (h)     the Quotaholder and Undertakings Agreement;

                   all as more particularly provided in the Pledge Agreement.

                   The Pledge Agreement shall be governed by Italian law.

                   (See section entitled “Summary of the Transaction Documents
                   – Pledge Agreement”).

Deed of Charge     Pursuant to the Deed of Charge to be entered into on or prior
                   to the Issue Date, to secure the Issuer Secured Obligations, the
                   Issuer will create security in favour of the Representative of
                   the Noteholders, on trust for the benefit of itself, the
                   Noteholders and the Other Secured Creditors, as follows:

                   (a)       an assignment by way of a first fixed security of the
                   right, title, interest and benefit, present and future, in, to and
                   under the Interest Rate Swap Agreement;

                   (b)     a first fixed charge over all sums of money standing to
                   the credit of the Issuer English Accounts;

                   (c)      a first floating charge over the whole of its
                   undertaking and all of its property and assets whatsoever and
                   wheresoever situate, present and future, other than any
                   property or assets from time to time or for the time being
                   effectively charged by way of fixed charge, or otherwise
                   assigned as security.



                                                                                32
                         Pursuant to the Deed of Charge, the Representative of the
                         Noteholders will, following the service of a Trigger Notice,
                         hold and exercise the Issuer Secured Creditors’ rights under
                         the Deed of Charge for the account and benefit of the Issuer
                         Secured Creditors.

                         The Deed of Charge shall be governed by English law.

                         (See section entitled “Summary of the Transaction Documents
                         – Deed of Charge”).

Quotaholder and          Pursuant to the Quotaholder and Undertakings Agreement to
Undertakings Agreement   be entered into on or about the Issue Date between the Issuer,
                         the Representative of the Noteholders and the Quotaholder,
                         the Quotaholder (i) has assumed certain undertakings with
                         respect to, inter alia, the exercise of its voting rights in the
                         Issuer, and (ii) has undertaken not to dispose of its interest in
                         the Issuer.

                         The Quotaholder and Undertakings Agreement shall be
                         governed by Italian law.

                         (See section entitled “Summary of the Transaction Documents
                         – Quotaholder and Undertakings Agreement”).




                                                                                     33
                                       RISK FACTORS

The following is a summary of certain material aspects of the Notes and the Securitisation of
which the 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. Except as otherwise stated below, such risk factors are generally
applicable to each Class of Notes, although the degree of risk associated with each Class of
Notes will vary in accordance with its priority of payment pursuant to the Priorities of
Payments. None of the Joint Lead Managers, the Arrangers and/or the Representative of
Noteholders undertakes to review the financial condition or affairs of the Issuer during the
life of the arrangements contemplated by this Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of the Joint Lead
Managers, the Arrangers and/or the Representative of Noteholders which is not included in
this Prospectus.

SUITABILITY

Structured securities, such as the Notes, are sophisticated instruments, which can involve a
significant degree of risk. Prospective investors in any Class of the Notes should ensure that
they understand the nature of the Notes and the extent of their exposure to the relevant risk.
Prospective investors should also ensure that they have sufficient knowledge, experience and
access to professional advice to make their own legal, tax, accounting and financial evaluation
of the merits and risks of investment in the Notes and that they consider the suitability of the
Notes as an investment in light of their own circumstances and financial condition.

STRUCTURAL CONSIDERATIONS

Source of Payments to holders of the Notes

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 Quotaholder, the Representative
of the Noteholders, the Principal Paying Agent, the Italian Paying Agent, the Irish Paying
Agent, the Cash Manager, the Calculation Agent, the Account Bank, the Seller, the Servicer, the
Corporate Servicer, the Swap Counterparty, the Joint Lead Managers, the Arrangers (in each
case, such person in any capacity in which it is acting), or any other person except the Issuer.
Furthermore, 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.

The Issuer’s principal asset is the Portfolio. The Issuer will not as of the Issue Date have any
significant assets other than the Portfolio, the Available Collections derived therefrom and its
rights under the Transaction Documents to which it is a party. Therefore, there is no assurance
that, over the life of the Notes or at the redemption date of the Notes (whether on maturity or
upon redemption by acceleration of maturity upon the Representative of the Noteholders giving
the Issuer a Trigger Notice following the occurrence of a Trigger Event or otherwise), there will
be sufficient funds to enable the Issuer to repay the Notes in full.

Upon enforcement of the Issuer Security, the Representative of the Noteholders will have
recourse only to the Portfolio and the assets pledged and charged pursuant to the Security
Documents. Other than as provided for in the Master Receivables Purchase Agreement and the
Servicing Agreement, the Issuer and the Representative of the Noteholders will have no
recourse to the Seller or any other entity and the only remedy available to the Noteholders and
the Other Issuer Secured Creditors in connection with the enforcement of the Issuer Security is
the exercise by the Representative of the Noteholders of the Issuer’s rights under the
Transaction Documents.




                                                                                             34
The ability of the Issuer to meet its obligations in respect of the Notes will be dependent on the
due performance by the parties to the Transaction Documents of their respective obligations.
Without limitation, the payment by the Issuer of amounts due on the Notes depends on receipt
by the Issuer of the Available Collections from the Servicer in respect of the Portfolio, any
payments to be made by the Swap Counterparty under the Interest Rate Swap Agreement and
any other amounts to be received by the Issuer pursuant to the terms of the Transaction
Documents.

If any Debtor defaults under the relevant Auto Loan Contract(s) and, after the exercise by the
Servicer of available remedies in respect of the Auto Loan Contract(s), the Issuer does not
receive the full amount due from those Debtors, then holders of the Class C Notes will, and the
holders of the Rated Notes may, receive by way of principal repayment an amount less than the
face value of the Notes, and the Issuer may be unable to pay in full interest due on the Notes.

In addition, the ability of Debtors to repay the Receivables may be also affected by adverse
changes in macroeconomic conditions affecting the Republic of Italy.

Liquidity and credit risk

The Issuer is subject to the risk of delay arising between the receipt of payments due from
Debtors and the scheduled Payment Dates.

The Issuer is also subject to the risk of, amongst other things, default in payment by the Debtors
and the failure by the Servicer to collect or recover sufficient funds in respect of the Receivables
in order to enable the Issuer to discharge all amounts payable under the Notes in full as they fall
due.

These risks are in part addressed in relation to the Rated Notes by the credit support provided
by:

(i)     in respect of the Class A Notes, subordination of the Class B Notes;

(ii)    the Cash Reserve; and

(iii)   the level of overcollateralization created through the payment of the DPP Principal
        Component and the DPP Excess Margin Component, if any, on a deferred basis.

There can be, however, no assurance that the levels of credit and liquidity support provided will
be adequate to ensure timely and full payment of all amounts due under each Class of Rated
Notes.

Subordination and Credit Enhancement

In respect of the Issuer's obligations to pay interest on and repay principal of the Notes, the
Conditions and the Intercreditor Agreement provide that the Notes of each Class shall rank pari
passu without preference or priority amongst themselves, provided that, as regards the Notes of
each Class with respect to the Notes of each other Class, in respect of:

(i)      interest during the Revolving Period and the Amortisation Period, the Class A Notes
shall rank pari passu among themselves but in priority to the Class B Notes and the Class C
Notes, the Class B Notes shall rank pari passu among themselves but in priority to the Class C
Notes but, in each case, subordinate to the claims of certain other creditors of the Issuer as more
fully specified below or as a result of mandatory provisions of law;

(ii)    principal during the Revolving Period and the Amortisation Period, the Class A Notes
shall rank pari passu among themselves but in priority to the Class B Notes and the Class C
Notes, the Class B Notes shall rank pari passu among themselves but in priority to the Class C


                                                                                               35
Notes but, in each case, subordinate to the claims of certain other creditors of the Issuer as more
fully specified below or as a result of mandatory provisions of law; provided that any Cash
Reserve Released Amount applicable on any Payment Date in or towards satisfaction of a Class
C Principal Payment shall be applied in redeeming the Class C Notes in priority to the Class A
Notes and the Class B Notes pursuant to the Pre Enforcement Interest Priority of Payments; and

(iii)   interest and principal following the service of a Trigger Notice or in case of early
redemption in the circumstances indicated under Conditions 7(c) (Redemption, Purchase and
Cancellation - Redemption for Tax or Regulatory Event) and 7(d) (Redemption, Purchase and
Cancellation - Early Redemption at the Option of the Issuer), the Class A Notes shall rank pari
passu among themselves, but in priority to the Class B Notes and the Class C Notes and the
Class B Notes shall rank pari passu among themselves but in priority to the Class C Notes but,
in each case, subordinate to the claims of certain other creditors of the Issuer as more fully
specified below or as a result of mandatory provisions of law.

The Notes of each Class are subordinated in point of both payment of interest and repayment of
principal to the rights of the Other Issuer Secured Creditors that are expressed to rank higher
than that Class in accordance with the applicable Priority of Payments and are subordinated
generally to the claims of all Connected Third Party Creditors of the Issuer.

Market for the Notes

There is currently no market for the Notes, but application has been made for the Rated Notes to
be listed on the Irish Stock Exchange. While the Joint Lead Managers or their agents may make
a market in the Rated Notes, no person is under any obligation to do so.

There can be no assurance that a secondary market for the Rated Notes of any Class will
develop or, if it does develop, that it will provide holders of the Rated Notes of such Class with
liquidity of investment, or that it will continue for the life of the Rated Notes of such Class.
Therefore any purchaser of the Rated Notes must be prepared to hold such Notes to the final
redemption or cancellation.

No independent investigation in relation to the Receivables

None of the Issuer, the Representative of Noteholders, the Joint Lead Managers, the Arrangers
or any other party to the Transaction Documents has undertaken, or will undertake, any
investigations, searches or other actions to verify the details of the Receivables comprised in the
Portfolio or to establish the creditworthiness of any Obligor. Each such person will rely solely
on representations and warranties given by the Seller under the Master Receivables Purchase
Agreement in respect of, inter alia, the Receivables, the Obligors, the Ancillary Rights, the
Auto Loans and the Auto Loan Contracts as of each Cut-Off Date (and repeated on the Issue
Date and on each relevant Purchase Date).

The only remedies of the Issuer in respect of the occurrence of a breach of the representations
and warranties materially affecting the Receivables will be the partial termination of the
relevant Purchase Agreement and the payment by the Seller of an amount equal to the
individual purchase price of such Receivable effectively paid by the Issuer (as increased by
costs, interest accrued and expenses borne by the Issuer as from the relevant Purchase Date) (see
section entitled “Summary of the Transaction Documents – Master receivables Purchase
Agreement”). In the event of a claim for loss by the Issuer against the Seller for breach of a
representation and warranty, there is no assurance that the Seller will have the resources to
indemnify the Issuer.




                                                                                              36
Interest Rate Risk

The Issuer’s ability to meet its obligations under the Notes derives primarily from the Available
Collections in relation to the Receivables. The floating rate component of the Issuer’s obligation
to pay interest on the Rated Notes is based on Euribor. All amounts of interest payable under or
in respect of the Auto Loan Contracts bear interest calculated by reference to fixed rates of
interest (see section entitled “The Portfolio”). As a result of the likely difference in the interest
rate payable on the Rated Notes by the Issuer and the interest rates payable on the Auto Loan
Contracts by Debtors and received by the Issuer as part of the Available Collections, if Euribor
was to exceed a certain level, the Issuer could have insufficient Available Collections available
to it in accordance with the Conditions and the Intercreditor Agreement to be able to make
timely and/or full payment under the Rated Notes.

To cover this risk in relation to the Rated Notes, the Issuer will enter into the Interest Rate Swap
Agreement, provided that the protection provided by the Interest Rate Swap Agreement may
cease to be available for reasons including the Swap Counterparty’s failing to perform its
obligations on any payment date under the Interest Rate Swap Agreement or the Interest Rate
Swap Agreement being terminated.

The Issuer is therefore exposed to a credit risk in relation to the Swap Counterparty.

As at the date hereof, the long-term rating for the Swap Counterparty’s unsecured,
unsubordinated and unguaranteed debt obligations is “Aa1” from Moody’s and “AA+” from
S&P, and the short-term rating for its unsecured, unsubordinated and unguaranteed debt
obligations is “P-1” from Moody’s and “A-1+” from S&P.

The credit risk in relation to the Swap Counterparty is mitigated by the fact that under the
Interest Rate Swap Agreement, if the rating of the unsecured, unsubordinated and unguaranteed
debt obligations of the Swap Counterparty falls below "A2" (in respect of its long term rating)
or "P-1" (in respect of its short term rating) by Moody's or "A-1" (in respect of its short term
rating) by S&P, the Swap Counterparty will be required to take certain remedial measures,
which may include (a) obtaining a guarantee or other support of its obligations under the
Interest Swap Agreement from a third party having a suitable rating; (b) transferring all of its
obligations under the Interest Rate Swap Agreement to a replacement third party having a
suitable rating; or (c) providing collateral in support of its obligations under the Interest Rate
Swap Agreement.

Administration and reliance on third parties

The ability of the Issuer to meet its obligations under the Notes is dependent on the performance
of (i) the other parties to the Transaction Documents and, in particular, the due performance of
the Seller of its obligations under the Master Receivables Purchase Agreement, the ability of the
Servicer to service the Portfolio in accordance with its obligations under the Servicing
Agreement, the performance of the Swap Counterparty under and the continued availability of
the Interest Rate Swap Agreement; and (ii) any Insurance Company under the relevant
Insurance Policy.

If events occur which give the Issuer the right to terminate the appointment of the Servicer
under the Servicing Agreement, it is necessary for the Issuer to appoint a successor servicer
(such appointment to be notified in writing to the Rating Agencies) before any termination of
the Servicer’s appointment will become effective (see section entitled “Summary of Transaction
Documents – Servicing Agreement”). Such successor servicer would be required to (i) assume
responsibility for the provisions of the services required to be performed by the Servicer under
the Servicing Agreement and (ii) be bound by the provisions of the Intercreditor Agreement.
There can be no assurance that a successor servicer will be found or that any successor servicer
will be willing to accept such appointment at the Conditions of the Servicing Agreement. If a



                                                                                                37
successor servicer is appointed as the servicer and the Servicer’s appointment terminated, the
ability of a successor servicer to perform fully the required services will depend, inter alia, on
the information, software and records available to it at the time of its appointment. Therefore,
there is no assurance that a substitute servicer will be able to assume and perform the
obligations of the Servicer. The Representative of the Noteholders has no obligation to assume
the role or responsibilities of the Servicer or to appoint a successor servicer.

Political and economic Developments in the Republic of Italy and European Union

A severe or extended downturn in the Republic of Italy’s and or the Republic of France’s
economy could adversely affect the results of operations and the financial condition of BPF
Italy which could in turn affect the ability to perform its obligations under the Transaction
Documents to which it is a party and, solely with reference to macro-economic conditions
affecting the Republic of Italy, the ability of Debtors to repay Auto Loans.

Forecasts

Forward-looking statements, including estimates, any other projections, forecasts and estimates
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 document 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
document.

Events affecting the ratings of the Rated Notes

The credit ratings which will be assigned to the Rated Notes by the Rating Agencies on the
Issue Date (which are expected to be “Aaa” by Moody’s and “AAA” by S&P for the Class A
Notes and “A1” by Moody’s and “A” by S&P for the Class B Notes) will be based on a number
of different factors including the credit quality of the Receivables, the transaction structure and
documentation, the debt ratings of the Account Bank, the Principal Paying Agent, the Italian
Paying Agent and the Swap Counterparty and reflect the views of the Rating Agencies.

Future events such as any deterioration of the Portfolio, the unavailability or the delay in the
delivery of information, the failure by the parties to the Transaction Documents to perform their
obligations under the Transaction Documents and the revision, suspension or withdrawal of the
unsecured, unsubordinated and unguaranteed debt rating of third parties involved in the AUTO
ABS Italy Programme could have an adverse impact on the credit ratings of the Rated Notes,
which may be subject to revision or withdrawal at any time by the assigning Rating Agency.

In addition, in the event of downgrading of the unsecured, unsubordinated and unguaranteed
debt rating of third parties involved in the AUTO ABS Italy Programme, there is no guarantee
that the Issuer will be in a position to secure a replacement for the relevant third party or there
may be a significant delay in securing such a replacement and, consequently, the rating of the
Rated Notes may be affected.

Average Life of the Rated Notes

The Maturity Date of the Rated Notes is the Payment Date falling in October 2020. However,
the average life of each Class of Rated Notes is expected to be shorter than the number of years
until its respective Maturity Date (see section entitled “Expected Maturity and Expected


                                                                                               38
Average Life of the Rated Notes”). However, the figures set out in that section are based on and
qualified by the assumptions and hypothetical scenarios set out therein; they are not predictive
nor do they constitute a forecast. The actual average life of each Class of Rated Notes is,
therefore, impossible to predict exactly.

The Rated Notes of any Class may also mature earlier than the expected average life due to the
occurrence, inter alia, of any of the following events: (i) a Partial Early Amortisation Event; (ii)
early redemption of the Notes in any of the circumstances provided for in Condition 7 (d)
(Redemption, Purchase and Cancellation –Redemption for Tax or Regulatory Event); (iii) the
occurrence of an Amortisation Event or the delivery of a Trigger Notice by the Representative
of Noteholders, leading to an early interruption of the Revolving Period; (v) prepayments of
Auto Loans by the Debtors (see sub-section “Prepayments”).

The Representative of the Noteholders – Limited enforcement rights for Noteholders

The Intercreditor Agreement contains provisions requiring the Representative of the
Noteholders to have regard to the interests of the Noteholders generally as regards all powers,
authorities, duties and discretion of the Representative of the Noteholders but requiring the
Representative of the Noteholders, in the event of a conflict between the interests of the holders
of different Classes of Notes, to have regard only to the interests of the holders of the Most
Senior Class of Notes. Remedies pursued by the Representative of the Noteholders in such
circumstances may be adverse to the interest of the holders of the lower ranking Class of Notes
(see section entitled “Summary of Transaction Documents –Intercreditor Agreement”).

Under Condition 11 (Trigger Events), following the occurrence of a Trigger Event, the
Representative of the Noteholders (a) shall, in case of the Trigger Event set out under item (i)
(Non-Payment) thereof; (b) shall, to the extent requested by an Extraordinary Resolution of the
Noteholders in the case of the Trigger Events set out under items (ii) (Breach of Obligations)
and (iii) (Breach of Representations and Warranties) thereof; and (c) may at its sole discretion
(but shall if so requested by an Extraordinary Resolution of the Noteholders) in case of any
other Trigger Event indicated thereunder ((iv) Winding Up, (v) Insolvency Proceedings, (vi)
Arrangement of indebtness, (vii) Unlawfulness, (viii) Invalid Security), deliver a Trigger Notice
to the Issuer declaring the Notes to be due and repayable, whereupon the Notes shall become
immediately due and repayable at their Principal Amount Outstanding and all payments due to
be made by the Issuer will be made in accordance with the Post Enforcement Priority of
Payments.

The Intercreditor Agreement contains provisions requiring the Representative of the
Noteholders to have the regard to the Issuer Secured 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 Secured Creditor to have regard only (except where specifically provided
otherwise) to the interests of the holders of such Class of Notes.

Noteholder 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 resolution of, the 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 to redeem the Notes, any such minority
Noteholder may face early redemption of the Notes held by it and/or may not receive all
amounts due and payable to it.




                                                                                               39
Termination of the Interest Rate Swap Agreement

The Interest Rate Swap Agreement provides that if, due to action taken by a relevant taxing
authority or brought in a court of competent jurisdiction or any change in tax law, either the
Issuer or the Swap Counterparty, as the case may be, will or is substantially likely to, on the
next Swap Payment Date or Payment Date, as applicable, receive a payment from the other
party from which an amount is required to be deducted or withheld for or on account of tax,
then (i) no additional amount is required to be paid by either the Issuer or the Swap
Counterparty, respectively, to ensure that the net amount actually received by the other party
will equal the full amount that party would have received had no such withholding or deduction
been required, and (ii) the Issuer and the Swap Counterparty will use reasonable endeavours to
transfer the rights and obligations of the Swap Counterparty to a substitute swap counterparty
located in a jurisdiction where no such withholding tax applies. If such a transfer cannot be
achieved the Interest Rate Swap Agreement may be terminated.

If such withholding or deduction is required and/or the Interest Rate Swap Agreement is
terminated and the Issuer is unable to find a suitable replacement hedge provider, then the Issuer
may not have the necessary funds to meet its payment obligations in respect of the Notes.

Statute of Limitations

Certain rights of the Issuer under the Transaction Documents may become barred under statutes
of limitation by operation of law. In particular, there is a possibility that the one year statute of
limitation period set out in Article 1495 of the Italian Civil Code could be held to apply to some
or all of the representations and warranties given by the Seller in the Master Receivables
Purchase Agreement, on the ground that such provisions may not be derogated from by the
parties to a sale contract (“contratto di compravendita”) (such as the Master Receivables
Purchase Agreement).

However, the parties to the Master Receivables Purchase Agreement have acknowledged and
agreed that the representations and warranties given by the Seller thereunder were given as a
separate and independent guarantee (which is in addition to those provided for by law) and,
accordingly, the provision of Article 1495 et seq. of the Italian Civil Code is not applicable in
respect thereto.

Proposed Changes to the Risk-Weighted Asset Framework

On 11 May 2004, the Basel Committee on Banking Supervision announced that it had reached
consensus on the remaining issues regarding the proposals for a new international capital
adequacy framework which places enhanced emphasis on market discipline and risk sensitivity.

The text of the new Basel II framework was published at the end of June 2004. The Committee
has indicated that the standardised and foundation approaches will be implemented from the end
of 2006, but advised that one further year of impact analysis will be needed for the advanced
approaches under the framework and these, therefore, are expected to be implemented from the
end of 2007.

In parallel with the development of the Basel II framework, the European Commission has
issued proposals for reform of the EU Capital Adequacy Directive which is based on the 1988
Capital Accord and applied to banks and investment firms in the European Union. On the basis
of such proposal, on 14 June 2006 the European Commission implemented the new Basel II
framework by means of the Directives 2006/48/EC and 2006/49/EC (together the “New EU
Capital Adequacy Directives”).

When implemented in the various EU Member States, the New EU Capital Adequacy
Directives, to the extent that it will be implemented in the jurisdictions outside the European



                                                                                                40
Union, the new Basel II framework could affect the risk-weighting of the Notes in respect of
certain investors if those investors are regulated in a manner which will be affected by the new
Basel II framework or the New EU Capital Adequacy Directives. Consequently, Noteholders
should consult their own advisors as to the effect on Noteholders of the application of the new
Basel II framework, the New EU Capital Adequacy Directives and any implementing regulation
in any relevant jurisdictions. The Issuer cannot predict the precise effects of potential changes
which might result from the implementation of the new Basel II framework, the New EU
Capital Adequacy Directives or any implementing regulation in any relevant jurisdictions.

Ring Fencing

Under the terms of Article 3 of the Securitisation Law, the assets relating to each individual
securitisation transaction (the “Securitised Assets”) will, by operation of law, be segregated for
all purposes from all other assets of the Issuer. On a winding up of the Issuer, such Securitised
Assets will only be available to holders of the notes issued to finance the acquisition of the
relevant Securitised Assets and to certain creditors claiming payments of debts incurred by the
company in connection with the securitisation of the relevant Securitised Assets and they will
not be available to the holders of notes issued to finance any other securitisation transaction or
to general creditors of the Issuer.

In relation to the AUTO ABS Italy Programme, the Portfolio and the Available Collections,
when received by the Issuer and credited to the General Collection Account, are segregated
under the Securitisation Law from all other assets of the Issuer and will only be available to
satisfy the obligations of the Issuer to the Noteholders, the Other Issuer Secured Creditors and
any Connected Third Party Creditors in the order of priority set out in the Conditions, subject to
the terms of the Intercreditor Agreement. Additionally the Issuer will grant additional security
in relation to the Notes pursuant to the Deed of Charge and the Pledge Agreement.

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 will covenant in the Conditions, inter alia, not to engage
in any activity which is not incidental to or necessary in connection with any activities which
the Transaction Documents provide for or envisage that the Issuer may engage in or which is
necessary in connection with or incidental to the Transaction Documents. Nonetheless, there
remains the risk that the Issuer may incur unexpected expenses payable to Connected Third
Party Creditors (which rank ahead of all other items in each of the Priority of Payments) which
means that the funds available to the Issuer for purposes of fulfilling its payment obligations
under the Notes could be reduced.

The Conditions contain provisions stating, and each of the Issuer Secured Creditors has
undertaken in the Intercreditor Agreement, that no Noteholder or Issuer Secured Creditor will
petition or begin proceedings for a declaration of insolvency against the Issuer. However, there
can be no assurance that each and every Noteholder and Other Issuer Secured Creditor will
honour its contractual obligation not to petition or begin proceedings for a declaration of
insolvency against the Issuer.

If any bankruptcy proceedings were to be commenced against the Issuer, no creditors other than
the Representative of the Noteholders on behalf of the Noteholders, the Other Issuer Secured
Creditors and any Connected Third Party Creditor would have the right to claim in respect of
the Receivables; however, there can in any event be no assurance that the Issuer would be able
to meet all of its obligations under the Notes.

Accumulation of Principal

On each Payment Date during the Initial Period, amounts otherwise available to make payments
of principal on the Notes will be credited to the Principal Account and will be applied towards



                                                                                              41
redemption of the Notes only on the first Payment Date occurring after the expiry of the Initial
Period, pursuant to the applicable Priority of Payments.

If a Trigger Notice is served by the Representative of the Noteholders on the Issuer during the
Initial Period, amounts credited to the Principal Account will be applied, together with all the
other amounts received or recovered in respect of the Securitisation Assets, to make payments
in accordance with the Post Enforcement Priority of Payments.

In addition, amounts credited to the Principal Account might be applied to make payments in
accordance with the Pre Enforcement Interest Priority of Payments to the extent that funds from
time to time available to the Issuer are insufficient to make payments in respect of items (a) to
(g) (inclusive) of the Pre Enforcement Interest Priority of Payments.

Accordingly, amounts of Available Principal Amount might be applied to make payments other
than principal on the Notes and might not be available in full to repay principal on the Notes on
the first Payment Date occurring after the expiry of the Initial Period.

Withholding Tax in respect of the Notes

According to the provisions of Article 6 of Law 239, any Noteholder who (a) is not a person
resident for tax purposes (or an institutional investor incorporated) in a country that recognises
the Italian tax authorities’ right to a satisfactory exchange of information (as per the list
provided in Ministerial Decree of 4 September 1996) (the “Qualifying Countries”), or (b) is
resident/incorporated in such a country but has not fulfilled all the requisite documentary
requirements under Law 239 will receive amounts of interest payable on the Notes, net of Italian
withholding tax (see section entitled “Taxation”). At the date of this Prospectus such
withholding tax is levied at the rate of 12.5 per cent. or at such lower rate as may be applicable
under the relevant double taxation treaty entered into by Italy, if more favourable (the
application of lower treaty rate is subject to timely filing of required documentation).

The Italian Government on 18 April 2005 enacted the EU Directive (Council Directive
2003/48/EC, published in the Official Journal of the European Union dated 26 June 2003)
regarding the taxation of savings income. Under the Directive, Member States will generally be
required to provide the tax authorities of another Member State with details of payments of
interest or other similar income paid by a person within its jurisdiction to an individual resident
in that other Member State. Exceptionally, unless they elect otherwise (and for a transitional
period only, which will end after an agreement on the exchange of information is reached
between the European Union and certain non-European Union states), each of Belgium,
Luxembourg and Austria will instead be required to collect a specific tax from such payments
unless the Noteholder within its jurisdiction authorises the person making the payment to report
the payment or presents a certificate from the relevant tax authority establishing exemption
therefrom. The Directive applies to interest payments made starting from 1 July 2005.

In the event that the Notes are redeemed in whole or in part prior to eighteen months from the
Issue Date, the Issuer will be required to pay an additional amount equal to 20 per cent. of
interest and premium (if any) accrued up to the time of the early redemption, pursuant to Article
26 (1) of the Presidential Decree No. 600 of 29 September 1973.

Except where the Notes are declared due and payable following the occurrence of a Tax or
Regulatory Event as provided for in Condition 7(c) (Redemption, Purchase and Cancellation –
Redemption for Tax or Regulatory Event), no redemption of the Notes may occur under the
Conditions until after the expiry of the Initial Period. Condition 7 (Redemption, Purchase and
Cancellation) provides that, in the event that any amounts would, save for the provisions of
Condition 7(c) (Redemption, Purchase and Cancellation – Redemption for Tax or Regulatory
Event), be payable to Noteholders as a mandatory and/or voluntary redemption of principal
during the Initial Period, such amounts will be retained in the Principal Account and shall be



                                                                                              42
paid to the relevant payee on the first Payment Date immediately succeeding the expiry of the
Initial Period in accordance with the applicable Priority of Payments.

RISKS ASSOCIATED WITH THE PORTFOLIO

Auto Loan Contracts

Under the Seller’s standard Conditions, an Auto Loan Contract for the purchase of a Car may be
structured in one of three ways: (i) either as a “Constant Instalment Auto Loan”, amortising on
the basis of fixed monthly Instalments of equal amounts throughout the term of the Auto Loan,
up to and including maturity, or (ii) or as a “Variable Instalment Auto Loan”, amortising on the
basis of series of variable monthly Instalments, having a fixed interest rate and equal amounts
for a certain number of months, up to and including maturity, or (iii) on the basis of equal
monthly Instalments, with a substantial portion of the outstanding principal under the Auto
Loan being repaid in a single “bullet” at maturity. The latter type of Auto Loan is referred, as a
“Auto Loan With Balloon Payment” and the relevant receivable arising therefrom as a Balloon
Receivable. However, by deferring the repayment of a substantial portion of the principal
amount of the Auto Loans until the final redemption date, the risk of non-payment of the final
Instalment under an Auto Loan With Balloon Payment is greater than would be the case under a
Constant Instalment Auto Loan or a Variable Instalment Auto Loan.

The greater credit risk associated with Balloon Receivables is reflected, and therefore mitigated,
in the amount of the Individual Deferred Purchase Price to be paid by the Issuer in respect of
such Receivables comprised in any Additional Pool which, as a result of the application of a
specific DPP Principal Required Percentage to the relevant calculation formula, is higher than
the amount of the Individual Deferred Purchase Price payable in respect of Additional
Receivables not being Balloon Receivables (granted for the purchase of New Cars).

Performance of Auto Loan Contracts

The Portfolio is exclusively comprised of the Auto Loan Contracts which were performing as at
the relevant Cut-Off Date (see section entitled “The Portfolio”). There can be no guarantee that
the Debtors will continue to perform their respective obligations under the Auto Loan Contracts.
If the Defaulted Receivables are not transferred to PSA Factor in accordance with the provisions
of the Servicing Agreement, the recovery of amounts due in relation to non-performing Auto
Loan Contracts, is dependent on the effectiveness and duration of enforcement proceedings in
the Republic of Italy.

In addition, the ability of Debtors to repay Auto Loans may be affected by adverse changes in
macro-economic conditions affecting the Republic of Italy.

As a possible recovery strategy, the Servicer is entitled to sell to PSA Factor, on behalf of the
Issuer, without recourse (pro soluto) the Defaulted Receivables if and to the extent that certain
conditions provided for in the Servicing Agreement are met (see the section entitled
“Description of the Transaction Documents – Servicing Agreement”).

Insurance Policies

In addition to the Receivables, the Seller shall has also transferred (and in respect of Additional
Pools, will transfer) the benefits deriving from any Insurance Policies entered into with respect to
the Purchased Receivables.

The Credit Insurance Policy and Disability Insurance Policy are entered into between the
relevant Debtors and the relevant Insurance Company, naming the Seller as the direct beneficiary
of any indemnity to be paid thereunder. It is arguable whether the benefit deriving therefrom are
automatically be transferred to the Issuer by operation of the Securitisation Law (and be effective
against such insurance provider) upon execution of the relevant Purchase Agreement and on


                                                                                               43
completion of the formalities required under the Securitisation Law. To mitigate the risk, the Seller
has undertaken in the Master Receivables Purchase Agreement, to procure that an appendice di
vincolo in favour of Issuer is attached to each relevant Credit Insurance Policy and Disability
Insurance Policy, indicating the right of the Issuer to receive any indemnities that may be due on the
basis of any Receivables transferred (and in respect of Receivables comprised in the Additional
Pools, that will be transferred) to the Issuer and covered by the relevant Credit Insurance Policy and
Disability Insurance Policy.

Fire and Theft Insurance Policies are entered into between the relevant Debtor and an insurance
company selected by the Debtor. The Seller is not named as the direct beneficiary of the
insurance policy and as a result, since no appendice di vincolo in favour of Issuer may be attached
to the relevant Fire and Theft Insurance Policy, the assignment to the Issuer of the benefits
deriving therefrom will not be effective as against the relevant insurance companies. To mitigate
this risk, the Seller has undertaken to transfer to the Issuer any amount received by the relevant
insurance company under a Fire and Theft Insurance Policy in the Master Receivables Purchase
Agreement.

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

Prepayments

Under the terms of each Auto Loan Contracts, the Debtor is allowed to prepay the Auto Loan
before its scheduled final payment date. This may occur in whole or in part at any time. All
other matters being equal (and, in particular, ignoring the effect of subsequent purchases of
Receivables by the Issuer) then, subject to and in accordance with the Conditions of the Notes,
prepayments of Auto Loans could result in the early redemption in whole or in part of the
Notes. As there can be no certainty as to the rate at which Debtors will prepay the Auto Loans,
there can be no guarantee as to the rate at which the Issuer will redeem the Notes in accordance
with the mandatory redemption provisions in the Conditions.

Servicing of the Portfolio

The Portfolio will be serviced by BPF Italy as Servicer of the AUTO ABS Italy Programme.
Consequently, the net cash flows from the Portfolio may be affected by decisions made, actions
taken and the Servicing Procedures adopted by the Servicer. To address this risk, the Servicing
Agreement provides that the Servicer will service the Portfolio using the same degree of skill,
care and diligence that it would apply if it were the beneficial owner of the Portfolio. To
mitigate further the identified risk, BPF Italy has undertaken in the Servicing Agreement not to
materially amend the Servicing Procedures without notifying the relevant change to the Issuer
and the Representative of Noteholders.

Due to the nature of the method of payment by Debtors, there will be a delay between the time
at which Instalments paid by Debtors through postal bulletin (Bollettino Postale) are cleared to
a bank account in the name of BPF Italy and the date on which the Servicer will register receipt
thereof against the account of the relevant Debtor and credit the amount to the General
Collection Account. In the case of payments made by direct debit (“R.I.D.”), amounts paid by
Debtors are paid into a bank or postal account in the name of BPF Italy and expected to be
credited to the General Collection Account on the business day following the date on which
such amount were paid into a bank or postal account in the name of BPF Italy (see the section
entitled “Description of the Transaction Documents – Servicing Agreement”). Accordingly, for
certain periods (generally not exceeding 10 days in the case of postal payments and one
business day in the case of payments by R.I.D., amounts received from Debtors will be co-
mingled with other moneys of BPF Italy and, whilst the Issuer will have a claim against BPF
Italy for such amounts it will not have any proprietary interest in the moneys held in the
accounts of BPF Italy. The Issuer is therefore in principle exposed to the risk that in the event of



                                                                                                 44
insolvency of the Servicer, the collections in respect of the Porfolio held into the bank or postal
account in the name of BPF Italy at the time the insolvency occurs, might be treated by the
bankruptcy estate as an unsecured claim of the Issuer.

For the purpose of mitigating such commingling risk, certain action have been taken, namely:
(i) the undertaking of the Servicer to transfer into the General Collection Account opened in the
name of the Issuer with the Account Bank any amount paid by any Obligor in respect of the
Portfolio within one business day from the date of receipt of such amount by the Servicer into a
bank account in the name of the Servicer (and, in case the relevant payments by the Obligors are
made through postal bulletin (bollettino postale), the correspondent undertaking of the Servicer
to transfer into a bank account in the name of the Servicer any amount paid by any Obligor into
the Servicer’s postal account no later than the business day following the date of receipt), (ii)
following the occurrence of a termination event in respect of the Servicer, the Issuer’s right to
notify each Debtor to pay any collection in respect of the Receivables directly into the General
Collection Account or any other new bank account and/or the new postal account opened in the
name of successor servicer, (iii) following the occurrence of a Collection Rating Event, the
undertaking of the Servicer to open and credit into the Collection Guarantee Account the
Collection Guarantee Reserve (or -alternatively- obtain a Collection Guarantee from an Eligible
Institution) and, in the event that the Servicer fails to transfer the Available Collections to the
Issuer for a three consecutive Business Days period, the right of the Issuer to draw from the
Collection Guarantee Reserve (or -alternatively- enforce the Collection Guarantee) for an
amount equal to the Available Collections not transferred to the Issuer during the relevant
Collection Period (see the section entitled “Description of the Transaction Documents –
Servicing Agreement”).

Sale of Additional Pools

Subject to the Seller being able to generate Receivables and to the satisfaction of the conditions
precedent for the acquisition of Receivables by the Issuer (including the availability of a
corresponding Available Purchase Amount), it is the intention of the Seller to sell Additional
Pools to the Issuer from time to time during the Revolving Period, and the Issuer shall acquire
such Additional Pools from the Seller, on the same conditions as the Receivables comprised in
the Initial Pool that has been transferred to the Issuer on the Issue Date. However, there is no
guarantee as to the frequency with which the Seller will sell Additional Pools to the Issuer or as
to the amount of funds which will be available to the Issuer for the purchase of Additional Pools
or the amount of Receivables which may be available to be purchased.

In order to mitigate the risk of the possible disability of the Issuer to purchase Additional Pools,
it is provided that, during the Revolving Period: (i) upon the occurrence of a Partial Early
Amortisation Event, the Rated Notes will partly amortize (up to the 10% of the their Principal
Amount Outstanding as of the Issue Date) and (ii) upon the occurrence of a Purchase Shortfall,
the remaining Rated Notes will start to amortize, provided that no redemption of the Notes shall
occur prior to the expiry of the Initial Period.

Used Car Risk

Certain of the Auto Loans giving rise to Receivables are in relation to Used Cars. Historically,
the risk of non-payment of auto loans in relation to used cars is greater than in relation to auto
loans for the purchase of new cars. The greater credit risk associated with Auto Loans in
relation to Used Cars is reflected in the amount of the Individual Deferred Purchase Price to be
paid by the Issuer in respect of such Receivables comprised in any Additional Pool, which, as a
result of the application of a specific DPP Principal Required Percentage to the relevant
calculation formula, is higher than the amount of the Individual Deferred Purchase Price
payable in respect of Additional Receivables not being in relation to Used Cars.




                                                                                               45
Historical Information

The historical, financial and other information set out in the sections entitled “The Portfolio”
and “The Seller” represents the historical experience of the Seller. There can be no assurance
that the future experience and performance of BPF Italy as Seller and Servicer of the Portfolio
will be similar to the experience shown in this Prospectus.

GENERAL LEGAL CONSIDERATION

Application of Securitisation Law

The Securitisation Law was enacted on 30 April 1999 and was conceived to simplify the
process and 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 other costs and expenses associated with the securitisation transaction.

The Securitisation Law requires that the Portfolio must be assigned to the Issuer in accordance
with the provisions of paragraphs 2, 3 and 4 of Article 58 of the Italian Banking Act.

The prevailing interpretation of these provisions is that:

(a)     as from the date of publication of a notice of transfer in the Official Gazette, the
        assignment should be perfected against (i) third party creditors of the Seller who have
        not commenced enforcement by means of obtaining an attachment order
        (pignoramento) prior to the date of publication of a notice of transfer in the Official
        Gazette: (ii) a receiver in the insolvency of the Seller and (iii) prior assignees of the
        Receivables who have not perfected their assignment by way of (A) notifying the
        Debtors or (B) making the debtors acknowledge the assignment by an acceptance
        bearing a date certain at law (data certa) prior to the date of publication or in any other
        way permitted under applicable law,

        without the need to follow the ordinary rules under articles 1265 of the Italian Civil
        Code as to making the assignment effective against third parties; and

(b)     as from the later of the date of publication of the notice in the Official Gazette and the
        date of the registration of the notice with the companies registrar of the district where
        the Issuer has its registered office, the assignment becomes enforceable against:

            (i) the assigned private Debtors; and

            (ii) the liquidator or other bankruptcy official 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 Italian
                 Bankruptcy Act);

        without the need to follow the ordinary rules under article 1264 of the Italian Civil Code
        as to making the assignment effective against the assigned Debtors.

(c)     the benefit of any privilege, guarantee or security interest guaranteeing or securing
        repayment of the receivables will automatically be transferred to and perfected with the
        same priority in favour of the Issuer, without the need for any formality or annotations
        with the relevant land registry in Italy;


                                                                                              46
(d)     as from the date of publication of the assignment in the Official Gazette, no legal action
        may be brought to attach the receivables assigned, or the sums derived therefrom, other
        than for the purposes of enforcing the rights of the noteholders issued for the purpose of
        financing the acquisition of the relevant receivables and to meet the costs of the
        transaction; and

(e)     assignments executed under the Securitisation Law are subject to revocation or
        bankruptcy under Article 67 of the Italian Bankruptcy Act but only in the event that the
        securitisation 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 (since the Seller is a French credit
        institution licensed as a bank by the French banking authorities (acting through its
        Italian branch) the claw back regime provided for by the Securitisation Law might not
        be applicable: in respect of such point please see sub-paragraph “Risk of Claw back”.

Under Article 3 of the Securitisation Law, by operation of law, the Issuer’s right, title and
interest in and to the Portfolio will be segregated from all other assets of the Issuer and the
Portfolio and the relevant Collections, once received by the Issuer, will be available on a
winding up of the Issuer only to satisfy the obligations of the Issuer to the holders of the Notes,
each of the Other Issuer Secured Creditors and any Connected Third Party Creditor. Amounts
derived from the Portfolio will not be available to any other creditors of the Issuer. Under the
Intercreditor Agreement, the Issuer Secured Creditors party thereto will agree not to commence
insolvency or winding up proceedings against the Issuer except in certain limited circumstances
and, in addition, the obligations of the Issuer under the Notes are limited recourse. However,
under Italian law, any creditor of the Issuer would be able to commence insolvency or winding
up proceedings against the Issuer in respect of any unpaid debt.

As at the date of this Prospectus, the application of the Securitisation Law has not been
considered by an Italian Court and only a number of interpretations of its application have been
issued by Italian governmental or regulatory authorities. Consequently, it is possible that such
authorities may issue further regulations relating to the Securitisation Law or the interpretation
thereof, the impact of which cannot be predicted by the Issuer as at the date of this document.

Italian Usury Law

Italian law No. 108 of 7 March 1996 (the “Usury Law”) introduced legislation preventing
lenders from applying interest rates higher than those deemed to be usurious (“Usury Rates”).
Usury Rates are set on a quarterly basis by a decree issued by the Italian Treasury. Several
Supreme Court decisions (and in particular Italian Supreme Court judgments 1126 of 2
February 2000, 5286 of 22 April 2000 and 14899 of 17 November 2000) have held that the
Usury Law applies to loan agreements executed prior to the Usury Law coming into force with
regard to interest payments made following such date. Based on such judgments, debtors of
loans bearing interest at a rate which is at any time above the prevailing Usury Rate or any
interested person, including the judge deciding the case, may claim or declare, as the case may
be, that the clause providing for the payment of interest is null and void or that a corresponding
reduction in the contractual rate payable under the relevant loan should be made and the
amounts paid in excess be returned. With a view to limiting the impact of the application of the
Usury Law to Italian loans executed prior to its entering into force, on 29 December 2000 the
Italian Government issued a law decree (decreto legge) (“Decree 394/2000”) converted into law
by the Italian Parliament with Law No. 24 of 28 February 2001 (“Law 24/2001”), interpreting
the provisions of the Usury Law. Pursuant to Law 24/2001, an interest rate is usurious if it is
higher than the legal limit in force at the time at which it is promised or agreed, in any form,
regardless of the time at which payment is made.

Law 24/2001 was challenged before the Italian Constitutional Court on the grounds that it
would not comply with the provisions of the Constitution.



                                                                                              47
In February 2002, the Constitutional Court confirmed that under Decree 394/2000, the reference
point in considering whether a rate is usurious or not is the date of execution of the relevant loan
agreement.

The Seller has represented in the Master Receivables Agreement that the Receivables comprised
in the Portfolio comply with applicable Italian laws, among which are comprised those relating
to usury.

Risk of avoidance of prepayments on the Debtor’s insolvency

Pursuant to Article 65 of the Italian Insolvency Act, payments of receivables made in the two
years preceding the payor’s declaration of insolvency are ineffective as against the payor’s
creditors (including a receiver in the payor’s insolvency) if the receivables fall due on or after
the payor’s insolvency declaration. A recent court decision (Corte di Cassazione decision no.
4842 of 5 April 2002), overruling the view taken by previous decisions, has held that
prepayments of loans generally fall within the scope of application of Article 65 of the Italian
Insolvency Act, irrespective of the Debtor being entitled to prepay the loan by statute or
pursuant to an express provision of the relevant loan agreement. Whilst as a result of the
provisions of Article 4 of the Securitisation Law no claw-back under Article 67 of the Italian
Insolvency Act would apply to payments made by the assigned debtors to companies organised
under the Securitisation Law (such as the Issuer), the application of Article 65 of the Italian
Insolvency Act to such payments is not excluded by any provision of the Securitisation Law.
Therefore it cannot be excluded that, in principle, prepayments of the underlying Receivables
made to the Issuer by Debtors who may be subject to insolvency proceedings (i.e. corporate
entities and private individuals carrying out certain business activities) may be subject to claw-
back under Article 65 of the Italian Insolvency Act, with the consequence that the Issuer would
be required to pay to the receiver of each such Debtor, with priority to any payment due by the
Issuer under the Notes, any amount prepaid by such Debtor in the two years preceding the date
such Debtor was declared insolvent.

This risk is mitigated, to some extent, by the fact that the Eligibility Requirements disallow the
assignment to the Issuer of Receivables arising under Auto Loan Contracts by the Seller that are
in default.

Compounding of Interest (Anatocismo)

According to Article 1283 of the Italian Civil Code, in respect of a monetary claim or
receivable, accrued interest may be capitalised only from the date when any legal proceedings
are commenced in respect of that monetary claim or receivable by virtue of an agreement
entered into by the parties after the date when such claim or receivable became due and
provided that such interest has accrued for at least six months. Article 1283 of the Civil Code
allows derogation from this provision in the event that there are recognised customary practices
(usi normativi) to the contrary. Banks and financial institutions 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 judgments from the Italian Supreme Courts No.
13739/2003, No. 12222/2003, No. 2593/2003, No. 3096/1999 and No. 2374/99 from the
Supreme Court) have held that such practices are not customary practices (uso normativo). In
this respect, it should be noted that Article 25 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 (“Legge Delega”) has considered the capitalisation of accrued
interest (anatocismo), made by banks prior to the date on which the resolution of the
Interministerial Committee of Credit and Savings (CICR) of 9 February 2000 (the
“Resolution”) came into force (22 April 2000), to be valid. After such date, the capitalisation of
accrued interest will still be possible upon the terms established by the Resolution which further
provided that all conditions applied in relation to contracts executed prior to its entry into force



                                                                                               48
were to be adjusted to such new rules by 30 June 2000 with effect from 1 July 2000. Law No.
342 has been challenged, however, before the Italian Constitutional Court on the grounds that it
falls outside the scope of the legislative powers delegated under the Legge Delega. On 17
October 2000, the Italian Constitutional Court (judgment 425/2000) upheld the challenge of
Article 25 of Law 342 on the grounds of eccesso di delega, declaring such article to be null and
void on the basis of conflict with Italian constitutional principles.

As a consequence thereof, the challenge by any Debtor of the practice of capitalising interest
and the upholding of such interpretation of the Italian Civil Code in judgments of the other
courts of the Republic of Italy could have a negative effect on the returns generated from the
Auto Loan Contracts.

The Seller has represented in the Master Receivables Agreement that the Receivables comprised
in the Portfolio comply with applicable Italian laws, among which are comprised those relating
to compounding of interests (anatocismo).

General rights of set-off of Debtors

Under general principles of Italian law, the Debtors are entitled to exercise rights of set-off in
respect of amounts due under any Auto Loan Contracts to the Issuer against any amounts
payable by the Seller to the relevant Debtor and which came into existence (were crediti
esistenti) prior to the later of the publication of the notice of assignment of the Receivables in
the Official Gazette and the date of the registration of the notice with the companies registrar of
the district where the Issuer has its registered office.

Risk of claw back

Pursuant the provisions of paragraph 4 of Article 4 of the Securitisation Law, assignments
executed under the Securitisation Law are subject to revocation on insolvency under Article 67
of the Italian Bankruptcy Act but only in the event that the securitisation 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.

Since the Seller is a French credit institution licensed as a bank by the French banking
authorities (acting through its Italian branch), the provisions of paragraph 4 of Article 4 of the
Securitisation Law might not be applicable to the transfers of the Initial Pool and each
Additional Pool, notwithstanding the relevant transfer is executed under the Securitisation Law.

The above is based on Article 95 bis of the Banking Law which provides that measures and
procedures for the reorganisation and winding up of EC banks (as it is the Seller) shall be
regulated and produce their effects, without additional formalities, in Italy in accordance with
the law of their home member state.

In accordance with the principle set out in Article 95 bis of the Banking Law, the reorganisation
and winding up of the Seller would be governed by the laws, regulations and procedure
applicable in France and French law would govern the rules relating to claw back and
preferences upon the insolvency of the Seller.

As a matter of principles, French law provides for a claw back period of 18 months during
which certain legal acts concluded by the Seller, including, without limitation, the transfer of the
Pools from the Seller to the Issuer, may be void, unless the obligations of the Seller under these
acts do not notably exceed (n'excèdent pas notablement) the obligations of its counterpart and
that its counterpart was not aware, at that time, of the state of insolvency (cessation des
paiements) of the Seller.

It should be noted however that, according to French law and Article 95 ter (4) of the Banking
Law, if the Issuer provides proof that the law of Italy, which is the law expressed to govern the


                                                                                               49
transfer of the Receivables from the Seller to the Issuer, does not allow any means of
challenging the transfer in the case in point (including as a result of the provisions of paragraph
4 of Article 4 of the Securitisation Law), then French law governing the rules on claw back and
preferences should not apply to the transfer of Pools from the Seller to the Issuer.

Should this interpretation be upheld, the more favourable regime set out by Article 4, paragraph
4, of the Securitisation Law would become relevant.

Change of Law

The structure of the transaction and, inter alia, the issue of the Notes and the ratings assigned to
the Rated Notes are based on Italian and French law, tax and administrative practice in effect at
the date hereof and having due regard to the expected tax treatment of all the relevant entities
under such law and practice. No assurance can be given that Italian and/or French law, tax
and/or administrative practice will not change after the Issue Date or that any such change will
not adversely impact the structure of the transaction and the treatment of the Notes.

APPLICABLE CAR AND CONSUMER CREDIT LEGISLATION

The Portfolio will comprise, inter alia, Receivables arising under Auto Loan Contracts
regulated by Articles 121 to 128 of the Italian Banking Act (the “Italian Consumer Credit
Legislation”), Article 1469 bis of the Italian Civil Code and the applicable provisions of
Legislative Decree no. 206 of 6 September 2005 (the “Consumer Code”).

The Italian Consumer Credit Legislation provides for certain requirements as to the content and
form of consumer credit contracts. Failure to observe the requirements of the Italian Consumer
Credit Legislation can lead to the contract being unenforceable by the lender. In relation to the
Auto Loan Contracts, the Seller has warranted in the Master Receivables Purchase Agreement
that the Auto Loan Contracts where the Debtor is an Individual and has executed the Auto Loan
Contract as a consumer comply with and have been entered into in accordance with all
applicable Italian Consumer Credit Legislation.

Pursuant to sub-section 1 of Article 125 of the Italian Banking Act, if the consumer loan is
secured by a security interest over the goods purchased with the borrowed moneys,
notwithstanding any provision to the contrary, default by the Debtor in paying any single
instalment which does not exceed 12.5 per cent. or any other percentage existing from time to
time, of the aggregate credit advanced will not entitle the lender to terminate the loan contract or
accelerate the payment of subsequent instalments.

Specific Set-Off Rights

Pursuant to sub-section 3 of Article 125 of the Italian Banking Act, Debtors under consumer
loans are entitled to exercise against the assignee of any lender under a consumer loan contract
(both in case that the assignment has been notified to the Debtor and (by way of derogation
from the general provisions of Article 1248 of the Italian Civil Code) in the case that the
assignment has been accepted by the Debtor) any right or defence (including any right of set-
off) arising out of the period up to the date of notification of the assignment to the Debtor and/or
acceptance of the assignment by the Debtor, as the case may be, which they could have
exercised against the original lender. Consequently, a Debtor under an Auto Loan Contract
would be entitled to set-off on amounts payable under such Auto Loan Contract with the
amount of any claim that the relevant Debtor may have against the Seller arising out of the
period up to the date of publication of the assignment in the Italian Official Gazette.

Consequently, the Seller has warranted in the Master Receivable Purchase Agreement that no
such rights of set-off have arisen in respect of, or otherwise capable of negatively affect, any
Auto Loan Contract.



                                                                                               50
In addition, BPF Italy does not hold any bank accounts or deposit in the name of the Debtors.

The Consumer Code

The Consumer Code, which implements the relevant EU Legislation on the protection of the
consumers, provides that certain clauses in contracts with consumers, considered unfair and
detrimental to the interests of the consumers, are not enforceable as a matter of law (“Unfair
Contract Terms Provisions”).

Terms which under Article 36 of the Consumer Code are always considered unfair and,
therefore, not enforceable include, inter alia, any clause which (a) has the effect of excluding or
limiting the liability of the non-consumer contracting party to a consumer contract (the “Non-
Consumer”) arising out of the death or personal damage to the consumer caused by an act or an
omission of the Non-Consumer, (b) has the effect of excluding or limiting the remedies of the
consumer in case of total or partial failure by the Non-Consumer to perform its obligations
under the consumer contract, (c) has the effect of making the consumer party to clauses which
he/she has not had any opportunity to consider and evaluate before entering into the consumer
contract and (d) applies to the consumer contract the laws of a country which is not a member of
the European Union and which has the effect of depriving the consumer of the protection
afforded to the consumer by Italian legislation where the consumer contract has a closer
connection to a member country of the European Union.

Article 33 of the Consumer Code also identify clauses which, if included in consumer contracts
are deemed to be prima facie unfair but which can be considered fair and enforceable if it can be
shown that such clauses were the subject of negotiation between the parties or that they can be
considered fair in the context of the relevant consumer contract and according to principles of
good faith. Such clauses include, inter alia, clauses which give the right to the Non-Consumer
to (a) terminate the contract or (b) modify the conditions of the contract (including price and
interest rate), in each case, without prior notice and reasonable cause. As regards financial
contracts, however, for valid reasons the Non-Consumer may amend the economic terms of the
contract (including the interest rate and other conditions) provided that the consumer is
promptly informed; in such a case the consumer may terminate the contract. The Seller has
warranted in the Master Receivable Purchase Agreement that each Auto Loan Contract is
enforceable in accordance with its terms.

Rights against Exclusive Finance Providers

Pursuant to Article 42 of the Consumer Code (which has replaced, without amending, the same
provision previously contained in sub-section 4 of Article 125 of the Italian Banking Act),
Debtors under consumer loan contracts linked to the purchase of assets have the right to seek
regress against the lender or any assignee of the relevant lender should any supplier who is
linked to that lender by an exclusivity agreement defaults in the performance of any obligation
or provide faulty goods. The Seller represented and warranted in the Master Receivables
Purchase Agreement that it has no exclusivity provision in any contract between itself and the
Car Sellers (Concessionari) which would cause Article 42 of the Consumer Code to be
breached. However please consider that Italian Courts have tended to apply the principle set out
in sub-section 4 of Article 125 of the Banking Law (and now contained in Article 42 of the
Consumer Code) to all consumer loans contracts irrespective of whether the lender is linked to
the supplier by an exclusivity agreement on the ground that the loan agreement executed
between the lender and the Debtor and the transfer agreement executed between the Debtor and
the supplier are contractually linked (collegamento contrattuale). Therefore, it can be
reasonably expected that Italian Courts will continue adopting the afore mentioned broad
interpretation of the notion of exclusivity also with respect to Article 42 of the Consumer Code.




                                                                                              51
Prepayment Penalties

Pursuant to Article 3 of Ministerial Decree 8 July, 1992, Debtors under consumer loan contracts
may always prepay any consumer loan by repaying the outstanding principal amount thereof,
interest accrued thereon and any other amount due thereunder until the time of repayment and,
to the extent actually provided for in the underlying agreement, a prepayment penalty not
exceeding 1 (one) per cent of the principal amount outstanding (the “Prepayment Charge
Limit”). The standard Conditions of each Auto Loan Contract contain provisions for the
payment of monetary penalties up to the Prepayment Charge Limit in the event that the relevant
Auto Loan is prepaid by the Debtor. Pursuant to sub-section 2 of Article 125 of the Banking
Law, Debtors under consumer credit contracts have the right (which cannot be waived by
agreement between the parties) to prepay any consumer loan without penalty and with the
additional right of a pro-rata reduction in the aggregate amount of the loan, as provided by
Comitato Interministeriale per il Credito e il Risparmio (“CICR”) (the Italian inter-ministerial
committee for credit and savings). Although the prevailing interpretation of the Italian
Consumer Credit Legislation is that sub-section 2 will enter into full force and effect only when
the CICR implementing regulations referred to in it will be issued, the question of applicability
of sub-section 2 is not entirely clear. Should sub-section 2 be held of immediate application, and
in any event when the relevant implementing regulation are issued, the Issuer would not be able
to enforce the prepayment penalty provisions of an Auto Loan Contract in the event that a
Debtor were to contest such application. In addition to that, pursuant to sub-section 2 of Article
10 of Law Decree no 223 of 4 July 2006 converted into Law no. 248 of 4 August 2006 (the
“Law Decree 223”) a bank’s client is always entitled to exercise the right of withdrawal from
any agreement entered into with the bank, without penalty and additional costs or expenses. The
Ministery of Economic Development (Ministero dello Sviluppo Economico) in the
communication no. 5574 on 21 February 2007 has clarified that sub-section 2 of Article 10 of
the Law Decree 223 is not intended to be applied to certain bank agreements, including without
limitations, consumer loans and that consumer loans are governed by and shall be construed in
accordance with the special legal framework set out by Article 125 of the Banking Law (which,
under the ministerial interpretation, provides for the admissibility of a prepayment fee to be paid
in case of early repayment). Such interpretation by the Ministery of Economic Development, in
addition to being very recent and, as such, still untested is not finally binding for Italian Courts
which could disregard it and apply the principle set out in sub-section 2 of Article 10 of the Law
Decree 223 to consumer loans contracts.

Rights of Repossession and Sale of Automobiles under Italian Law

In general, the Seller does not hold any title, right, or interest whatsoever over vehicles funded
pursuant to Auto Loan Contracts. However, Article 2810 et seq. of the Italian Civil Code and
Royal Legislative Decree no. 436 of 15 March 1927 (“Law 436/1927”) provide that upon the
sale of a vehicle, the seller is entitled to a privilegio speciale (a “Legal Mortgage”) over the
vehicle for the payment of the purchase price, or for the payment of such portion of the purchase
price which has not been paid upon the sale and remains outstanding if the vehicle is registered
with the Pubblico Registro Automobilistico (the “PRA”) (the Italian public register of vehicles).
Article 2 of Law 436/1927 further states that any third party which has paid (in whole or in part)
the purchase price of a vehicle, on behalf of or for the benefit of the purchaser of a vehicle, is
also entitled to such a Legal Mortgage. All such Legal Mortgages must be perfected by way of
registration in the PRA within one year in order for the Legal Mortgage to rank ahead of other
creditors of the relevant debtor and any other mortgage created over the relevant vehicle (save
for certain creditors preferred by law).

It is a requirement for registration of the mortgage in the PRA that the underlying loan
agreement be registered with the competent registration tax office. Such registration currently
triggers payment of a flat € 129.11 documentary registration tax. In addition, the registration of
the Legal Mortgage itself in the PRA triggers the payment of the “Imposta Provinciale di
Trascrizione” (“IPT”) the amount of which could vary from a flat € 151 to 1.46 per cent. of the



                                                                                               52
amount secured by the mortgage. Such amounts could be increased by a provincial surcharge of
up to 20 per cent.

Pursuant to Article 4 of Law 436/27, the party in favour of whom the Legal Mortgage has been
created is bound to insure the debtor against liability to third parties arising from damage caused
by the vehicle in an amount equal to the debt secured by the Legal Mortgage and for a period
equal to the term of the Legal Mortgage, although the mortgagee is entitled to be reimbursed by
the relevant debtor for the amount of the insurance premium. If the mortgagee does not comply
with this obligation, the Legal Mortgage is not enforceable against those claiming amounts for
damage caused by the vehicle.

Under the Master Receivables Purchase Agreement, the Seller will transfer all its rights, title
and interests in and to any security created over vehicles funded pursuant to Auto Loan
Contracts the Receivables which have been transferred to the Issuer. However, because of the
cost implications, only in very limited circumstances will the Seller establish and perfect
(through registration of the Legal Mortgage in the PRA) Legal Mortgages over financed
vehicles, either on origination of the Auto Loan or for enforcement purposes upon a default by
the relevant debtor.

Italian Taxation Considerations

Tax position of the Issuer

The Issuer is a società a responsabilità limitata registered with the Ufficio Italiano dei Cambi
and the Bank of Italy as a non-banking financial intermediary and, as such, is currently liable to
(i) Italian corporation tax (“IRES”) at a rate of 33 per cent. and (ii) Italian regional tax
(“IRAP”) at a rate of 4.25 per cent. (local surcharge may apply up to 1 per cent.). Pursuant to
the regulations issued by the Bank of Italy on 29 March 2000 (schemi di bilancio delle società
per la cartolarizzazione dei crediti) and on February 14, 2006 (istruzioni per la redazione dei
bilanci degli intermediari iscritti nell’“elenco speciale” degli IMEL, delle SGR e delle SIM) as
to accounting treatment of companies incorporated pursuant to the Securitisation Law, all
assets, liabilities, income and expenses attributable directly to the securitisation of the
Receivables will be treated as off-balance sheet assets, liabilities, income and expenses. Circular
No. 8/E of 6 February 2003, issued by the Italian Agency of Revenues (Agenzia delle Entrate),
has stated that the tax regime applicable to the Issuer as long as the Notes are outstanding is
consistent with the above applicable accounting regime. According to Circular No. 8/E of 6
February 2003, an issuer will be taxed on the proceeds generated by a securitisation transaction
under the ordinary Italian tax rules if and to the extent that such proceeds are legally available to
such issuer when all obligations of the issuer to the noteholders and to the other creditors in
respect of the relevant securitisation transaction have been fully discharged.

As a consequence of the position taken by the Italian tax authorities in Circular No. 8/E of 6
February 2003, no taxable income will be realised by the Issuer whilst any Notes are
outstanding (except only for non-expensed amounts retained by the Issuer).

Withholding Tax on the Issuer Italian Accounts

Interest accrued on the Issuer Italian Accounts held with the Italian Account Bank or another
bank resident in Italy for tax purposes or with the Italian branch of a non-Italian resident bank
will be subject to withholding tax on account of Italian corporate income tax which, as at the
date of this Prospectus, is levied at the rate of 27 per cent. However, pursuant to Resolution No.
222/E, of 5 December 2003 (“Resolution No. 222/E”), issued by Ministry of Economy and
Finance, the Issuer may not be able to effectively utilise this withholding tax against its Italian
corporate income tax liability, until the obligation of the Issuer to the Noteholders, to the Other
Issuer Creditors and to any third party to whom the Issuer has incurred costs, liabilities, fees and
expenses in relation to the transaction are satisfied (fino a che non siano stati soddisfatti tutti i



                                                                                                53
creditori del patrimonio separato dell’Issuer). As a consequence of Resolution No. 222/E, if
and to the extent that no taxable income will accrue to the Issuer at the end of the securitisation,
the Issuer will not be entitled to recover the 27 per cent. withholding tax already paid on
interests accrued on the accounts.

Registration Tax

If the Issuer were to obtain a judgment from an Italian court in respect of a breach of any
Transaction Document or were to enforce a foreign judgment in Italy in respect of any such
breach, a registration tax at a fixed amount of Euro 168 or at a rate of up to three per cent. of the
amount awarded pursuant to any such judgment may be payable.

In addition, each Transaction Document may be subject to registration tax at a fixed amount of
Euro 168 or at a rate of up to three per cent. of the amount indicated in each Transaction
Document where a caso d’uso or an enunciazione will occur.

Caso d’uso means the filing of a Transaction Document with an Italian court which is called to
decide on non-contentious matters (un atto si deposita per essere acquisito agli atti presso le
cancellerie giudiziarie nell’esplicazione di attività amministrative), or with an Italian
administrative authority or public body where the filing is aimed at obtaining the granting of a
right from such administrative authority or public body, unless such filing is compulsory as a
matter of law. The filing of a Transaction Document with any Italian court for the purposes of
judicial proceedings (i.e. contentious matters) does not give rise to a caso d’uso.

Cross-references to the Transaction Documents in a deed, agreement or other document which
has been filed with the Italian registration tax office will give rise to a case of enunciazione for
the Transaction Documents if the relevant document filed for registration has been entered by
the same parties which entered the Transaction Documents. In such a case, the Italian tax
authorities may ask for the cross-referenced Transaction Documents to be filed with the
competent Italian registration tax office and, consequently, the application of registration tax to
such Transaction Documents according to the ordinary rules. The rule applies at Italian tax
authorities’ request and only to the extent that the document filed with the registration tax office
and the Transaction Document which has been mentioned therein are entered into by the same
parties. Where one of the parties of one of the Transaction Documents is not also a party of the
document filed for registration with the Italian registration tax office, no enunciazione will
apply in respect of the specific Transaction Document.

The same rule also applies in case of cross-references into a judicial decision of a Transaction
Document which has not been subject to registration tax in Italy.

In cases where the Transaction Documents filed with the registration tax office as a
consequence of a caso d’uso or enunciazione are subject to VAT, registration tax would be
levied at the fixed rate of Euro 168.

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




                                                                                                54
                                      THE PORTFOLIO

The Portfolio purchased by the Issuer comprises monetary receivables arising out of loans
granted by the Seller to Debtors for the purchase of Cars, classified at the relevant Cut-Off Date
as performing by the Seller.

The Portfolio (i) is constituted of the Initial Pool purchased by the Issuer on the First Purchase
Date and (ii) will comprise each Additional Pool which, during the Revolving Period, the Issuer
may purchase pursuant to and in accordance with the provisions of the Master Receivables
Purchase Agreement.

Eligibility Requirements

Pursuant to the terms of the Master Receivables Purchase Agreement, the Receivables
comprised in the Initial Pool and each Additional Pool have been selected and will be selected,
respectively, by the Seller in accordance with the Eligibility Requirements set out in the Master
Receivables Purchase Agreement. The Eligibility Requirements include the Contracts Eligibility
Requirements and the Receivables Eligibility Requirements listed below:

Contracts Eligibility Requirements

1.       the Auto Loan Contract was executed by the Seller (or any other entity to the rights of
which the Seller has succeeded) with one or several individuals and/or entities, to finance the
acquisition of a New Car or a Used Car, in compliance with all applicable legal and regulatory
provisions (including the Consumers Code) and the Seller (or any other entity to the rights of
which the Seller has succeeded) is the sole holder of the relevant Auto Loan Contract and of the
relevant Receivables, to which, prior to and on the relevant Purchase Date, it has full and
unrestricted title;

2.      the Auto Loan Contract was executed within the framework of an offer of credit,
notwithstanding the amount of the Car financed, in accordance with applicable laws and
regulations and in particular:

        (a)      if the Debtor is Private Debtor, the applicable provisions of the Italian Banking
        Act including provisions regarding consumer credit regulated by Articles 121 to 128 of
        the Italian Banking Act and all other applicable legal and implementing regulatory
        provisions applying to consumers (including the provisions of the Consumer Code); and

        (b)     the applicable legislation regarding usury and personal data protection;

3.       where the Auto Loan Contract has been executed with several Debtors, these Debtors
are jointly liable (debitori solidali) for the full payment of the corresponding Receivable;

4.      each Debtor was domiciled in the Republic of Italy as of the signature date of the
relevant Auto Loan Contract;

5.       the Auto Loan Contract constitutes the valid, binding and enforceable contractual
obligations of the Seller and the relevant Debtor(s) and has been performed in compliance with
all the applicable laws and regulations in Italy, is not contrary to any laws and regulations and
public policies applicable in Italy and the relevant Receivable (including any related Ancillary
Right) was originated in accordance with the applicable laws and regulations in Italy;

6.      the Auto Loan Contract does not contain legal flaws making it avoidable, rescindable,
or subject to legal termination;

7.     the Auto Loan Contract (i) was executed by the Seller (or any other entity to the rights
of which the Seller has succeeded) in its ordinary course of business and pursuant to its normal


                                                                                             55
procedures in respect of the acceptance of and extension of auto financing loans, (ii) within the
scope of its normal or habitual credit activity and (iii) has been managed in accordance with the
Servicing Procedures;

8.      to the best of the knowledge of the Seller (or any other entity to the rights of which the
Seller has succeeded), the Auto Loan Contract is not subject to a termination or rescission
procedure started by the Debtor for a delivery defect with respect to the financed Car, or for
hidden defects affecting the financed Car;

9.      the Seller (or any other entity to the rights of which the Seller has succeeded) has not
begun a rescission claim on the Auto Loan Contract for a breach by the Debtor(s) of its (their)
obligations under the terms of the Auto Loan Contract and namely for the timely payment of the
Instalments;

10.    no authorization of deferred payment of principal and interest is provided in the Auto
Loan Contract;

11.     the Auto Loan Contract has been executed for the financing of only one Car (so as to
ensure an identical number of Auto Loan Contracts, Receivables and financed Cars);

12.    there is no exclusivity provisions in any contract between the Seller and the Car Sellers
(Concessionari) which would cause Article 42 of the Consumer Code to apply;

13.    each Auto Loan has been entirely drawn and paid in accordance with the relevant Auto
Loan Contract;

14.     each Auto Loan Contract provides that the Debtor must repay the corresponding Auto
Loan in full and the Auto Loan Contract does not contain any provisions according to which the
relevant Debtor is entitled to deliver the Car to the Car Seller (Concessionario) rather than to
repay or reschedule the Final Instalment ; and

15.      the Auto Loan Contract is subject to Italian Law and Italian courts have exclusive
jurisdiction over any claims arising therefrom.

Receivables Eligibility Requirements

1.     The Receivable is existing in the relevant outstanding amount specified in the relevant
Purchase Offer and arises from an Auto Loan Contract meeting the Contracts Eligibility
Requirements;

2.       the Seller has full title to the Receivable and the Ancillary Rights and the Receivable
and its Ancillary Rights are not subject, either totally or partially, to assignment, delegation or
pledge, attachment, claim, set-off rights or encumbrance of whatever type such that there is no
obstacle to the assignment of the Receivables and their Ancillary Rights and there is no
restriction on the transferability of the Receivable (including, but not limited to, the need for
consent for transfer and assignment to any third party whether arising by operation of law, by
contractual agreement or otherwise) to the Issuer and the Receivable may be validly transferred
to the Issuer in accordance with this Agreement and any Purchase Agreement;

3.      the Receivable and the Ancillary Rights constitute valid and enforceable rights of the
Seller and the Debtor and/or the Guarantor has no right to oppose any defence or counterclaim
to the Seller in respect of the payment of any amount that is, or shall be, payable under the
Receivable and, more generally, the Receivable is free and clear of any right that could be
exercised by third parties against the Seller or the Issuer;

4.      to the best knowledge of the Seller (or any other entity to the rights of which the Seller
has succeeded), no Receivable results from a behaviour constituting fraud, non-compliance with


                                                                                              56
or violation of any laws or regulations in effect, which would allow the Debtor and/or the
Guarantor not to perform any of its obligations in connection with such Receivable;

5.     the Receivable is either a Constant Instalments Receivable, a Variable Instalment
Receivable or a Balloon Receivable;

6.      the Receivable is denominated and payable in Euro;

7.      the Receivable is neither a Defaulted Receivable, has not been accelerated and more
generally is not doubtful, subject to litigation or frozen;

8.     the Receivable gives rise to monthly instalments of principal and interest at the relevant
Contractual Interest Rate;

9.       no Debtor can bring a claim against the Seller (or any entities succeeding to the rights of
Seller) for the payment of any amounts relating to the relevant Receivable including any set-off
claims between payments in respect of the Receivable and payments in respect of the Optional
Supplementary Services;

10.      the Receivable is individualised and identified in the information systems of the Seller
(or any other entity to the rights of which the Seller has succeeded), at the latest before the
applicable Purchase Date, in such manner as to give third parties the means to individualise and
identify the Purchased Receivables and the relevant Debtor and/or the Guarantor at any time on
or after the applicable Purchase Date;

11.      the Receivable has not been the subject of a writ being served by the relevant Debtor or
by any other third party (including, but not limited to, any public authority, local government or
governmental agency of any State or any sub-division thereof) on any ground whatsoever, and
are not subject, in whole or in part, to any prohibition on payment, protest, lien, cancellation
right, suspension, set-off, counter claim, judgement, claim, refund or any other similar events
which are likely to reduce the amount due in respect of the Receivable, and there are not, in
whole or in part, any such existing or potential prohibition on payment, protest, lien,
cancellation right, suspension, set-offs, counter claim, judgement, claim, refund or similar
events;

12.    the Receivable is fully and directly payable to the Seller (or any other entity to the rights
of which the Seller has succeeded), in its own name and for its own account;

13.     all the relevant information relating to the Receivables are complete, true, accurate and
up-to-date; and

14.    the payments due from each Debtor in connection with the Receivable are not subject to
withholding tax.

Additional Receivables Specific Requirements

The Receivables comprised in each Additional Pool shall also comply as at the relevant Cut-Off
Date, Purchase Offer Date and Purchase Date with the Additional Receivables Specific
Requirements listed hereunder:

1.      the average of the Effective Interest Rates of the Purchased Receivables, taking into
account the Additional Receivables offered to be purchased by the Issuer on that relevant
Subsequent Purchase Date, and weighted by their respective Effective Outstanding Balances as
of the relevant Determination Date or, as far as the Additional Receivables are concerned, by
the Effective Outstanding Balance specified in the relevant Purchase Offer, shall not be less
than 7%;



                                                                                               57
2.      the aggregate Effective Outstanding Balance of the Purchased Receivables (taking into
account the Additional Receivables to be purchased by the Issuer on that Subsequent Purchase
Date) due by (a) the largest Debtor (in terms of the relevant Effective Outstanding Balance)
does not exceed 0.10% of the aggregate Effective Outstanding Balance of all Purchased
Receivables (taking into account the Additional Receivables offered to be purchased by the
Issuer on that Subsequent Purchase Date), and (b) the 10 largest Debtors (in terms of the
relevant Effective Outstanding Balance) does not exceed 0.50% of the aggregate Effective
Outstanding Balance of all Purchased Receivables (taking into account the Additional
Receivables offered to be purchased by the Issuer on that Subsequent Purchase Date);
3.       the aggregate Effective Outstanding Balance of the Purchased Receivables not being
Balloon Receivables granted to Private Debtors in order to buy a New Car (for the purposes of
this section, the "Segment 1"), taking into account the Additional Receivables of Segment 1 to
be purchased by the Issuer on that Subsequent Purchase Date, is not lower than 30% of the
aggregate Effective Outstanding Balance of all Purchased Receivables (taking into account the
Additional Receivables offered to be purchased by the Issuer on that Subsequent Purchase
Date);
4.     the aggregate Effective Outstanding Balance of the Purchased Receivables not being
Balloon Receivables granted to Commercial Debtors in order to buy a New Car (for the
purposes of this section, the "Segment 2"), taking into account the Additional Receivables of
Segment 2 to be purchased by the Issuer on that Subsequent Purchase Date, does not exceed
40% of the aggregate Effective Outstanding Balance of all Purchased Receivables (taking into
account the Additional Receivables offered to be purchased by the Issuer on that Subsequent
Purchase Date);
5.       the aggregate Effective Outstanding Balance of the Purchased Receivables that are
Balloon Receivables granted to Private Debtors in order to buy a New Car (for the purposes of
this section, the "Segment 3"), taking into account the Additional Receivables of Segment 3 to
be purchased by the Issuer on that Subsequent Purchase Date, does not exceed 30% of the
aggregate Effective Outstanding Balance of all Purchased Receivables (taking into account the
Additional Receivables offered to be purchased by the Issuer on that Subsequent Purchase
Date);
6.       the aggregate Effective Outstanding Balance of the Purchased Receivables not being
Balloon Receivables granted to Private Debtors in order to buy a Used Car (for the purposes of
this section the "Segment 4"), taking into account the Additional Receivables of Segment 4 to
be purchased by the Issuer on that Subsequent Purchase Date, does not exceed 30% of the
aggregate Effective Outstanding Balance of all Purchased Receivables (taking into account the
Additional Receivables offered to be purchased by the Issuer on that Subsequent Purchase
Date); and
7.       the aggregate Effective Outstanding Balance of the Purchased Receivables granted to
Debtors domiciled in the Italian regions of Puglia, Campania, Basilicata, Calabria, Sicilia and
Sardegna (for the purposes of this section, collectively denominated as the “South of Italy”),
taking into account the Additional Receivables granted to Debtors domiciled in the South of
Italy to be purchased by the Issuer on that Subsequent Purchase Date, does not exceed 32% of
the aggregate Effective Outstanding Balance of all Purchased Receivables (taking into account
the Additional Receivables offered to be purchased by the Issuer on that Subsequent Purchase
Date).
Representations and Warranties of the Seller

The Seller has represented in the Master Receivables Purchase Agreement that, as at the First
Purchase Offer Date, each relevant Cut-Off Date, Offer Date and Purchase Date, each of the
Receivables comprised in any Pool complied and shall comply (as applicable) with the
requirements listed above.

Initial Block Criteria



                                                                                          58
Pursuant to the Master Receivables Purchase Agreement, the Receivables comprised in the
Initial Pool have been identified in block (in blocco) for the purposes of the Securitisation law
on the basis of following objective identification criteria (the “Initial Block Criteria”):

1.    on the relevant Cut-Off Date, the Outstanding Balance of the Receivable is between
EUR 867 (inclusive) and EUR 12,100 (excluded);
2.      the Receivable has a final Instalment Due Date which does not exceed 4 July 2013;

3.      the Receivable has given rise to the effective and full payment of at least 1 (one)
Instalment;

4.       the Receivable is scheduled to give rise to the payment of at least 2 (two) Instalments
after the relevant First Cut-Off Date;

5.       the Auto Loan Contract from which the Receivable arises was executed in connection
with the execution of a sale relating to (i) a New Car of either the Peugeot or Citroën brand or
(ii) a Used Car of any brand;

6.       the Auto Loan Contract from which the Receivable arises has not been executed with a
member of the personnel of the PSA group or an Italian public administration or a Peugeot Car
Seller or a Citroën Car Seller;

7.    where the Receivable is not a Balloon Receivable and it relates to the purchase of a
New Car, it is granted to a Private Debtor or a Commercial Debtor;

8.       where the Receivable is a Balloon Receivable it is granted to a Private Debtor and it
relates to the purchase of a New Car (only);

9.     where the Receivable is not a Balloon Receivable and it relates to the purchase of a
Used Car, it is granted to a Private Debtor (only);

10.     the Receivable has no due but unpaid Instalments;

11.     where the Receivable relates to the purchase of New Car, the total car’s price (paid at
the inception of the Auto Loan Contract) was not lower than Euro 5,000;

12.     the payment of the Receivable is made by the Debtor through postal bulletin (bollettino
postale) or direct debit (“R.I.D.”) on the Debtor’s bank account, being these means of payments
authorised by the relevant Debtor(s) at the signature of the relevant Auto Loan Contract; and

13.     the Auto Loan Contract has an identification code including not more than 7 figures.

Additional Block Criteria

Pursuant to the Master Receivables Purchase Agreement, the Receivables comprised in any
Additional Pool shall be identified in block (in blocco) for the purposes of the Securitisation law
on the basis of the Additional Block Criteria composed of:

(i)     the following Common Criteria:

1.      the Receivable has a final Instalment Due Date which does not exceed 1 July 2016;

2.      the Receivable has given rise to the effective and full payment of at least 1 (one)
Instalment;




                                                                                              59
3.      the Auto Loan Contract from which the Receivable arises was executed in connection
with the execution of a sale relating to (i) a New Car of either the Peugeot or Citroën brand or
(ii) a Used Car of any brand, between a Peugeot or a Citroën Car Sellers and the relevant
Debtor(s);

4.       the Auto Loan Contract from which the Receivable arises has not been executed with a
member of the personnel of the PSA group or an Italian public administration or a Peugeot Car
Seller or a Citroën Car Seller;

5.    where the Receivable is not a Balloon Receivable and it relates to the purchase of a
New Car, it is granted to a Private Debtor or a Commercial Debtor;

6.       where the Receivable is a Balloon Receivable, it is granted to a Private Debtor and
relates to the purchase of a New Car (only);

7.     where the Receivable is not a Balloon Receivable and it relates to the purchase of a
Used Car, it is granted to a Private Debtor (only);

8.      the Receivable has less than 2 (two) due but unpaid Instalments;

9.      where the Receivable relates to the purchase of New Car, the total car’s price (paid at
the inception of the Auto Loan Contract) was not lower than Euro 5,000; and

10.     the payment of the Receivable is made by the Debtor through postal bulletin (bollettino
postale) or direct debit (“R.I.D.”) on the Debtor’s bank account, being these means of payments
authorised by the relevant Debtor(s) at the signature of the relevant Auto Loan Contract; and

(ii)    the Specific Block Criteria which the Seller shall determine from time to time in respect
of the relevant Additional Pool on the basis of those set out under the Master Receivables
Purchase Agreement, such to ensure the economic and legal homogeneity among all the
receivables comprised in the Portfolio in accordance with the requirements of the Securitisation
Law.

Statistical Information regarding the Portfolio of Receivables
Statistical Information and Initial Pool Data

The following section sets out the aggregated information relating to the portfolio of
Receivables complying with the Initial Receivables Eligibility Requirements and the Initial
Block Criteria (the “Portfolio”) selected by the Seller as at 05 July 2007 (the “First Cut-Off
Date”).




                                                                                            60
Initial Portfolio as of 05/07/07
Outstanding Principal Balance                                                               € 849,993,072.14
Number of Auto Loan Contracts                                                                        151,835
Average Principal Balance for Contracts                                                              € 5,598
Weighted Average Contractual Interest Rate                                                            7.60%
Weighted Average Original LTV                                                                         72.7%
Weighted Average Original Term (Months)                                                                 50.1
Weighted Average Remaining Term (Months)                                                                32.2
Weighted Average Seasoning (Months)                                                                     17.9
Geographical Concentration                 North                                                     49.76%
                                           Centre                                                    25.24%
                                           South                                                     25.00%
Purpose of Financing                       New Car                                                    94.9%
                                           Used Car                                                    5.1%
Payment Method                             Direct Debit                                               77.8%
                                           Postal Payment                                             22.2%
Type of Debtor                             Private                                                    91.5%
                                           Commercial                                                  8.5%
Type of Loan                               Amortising*                                                96.5%
                                           Balloon                                                     3.5%
Interest Rate Type                         Fixed Rate                                               100.00%
Car Maker                                  Peugeot                                                    43.4%
                                           Citroën                                                    54.9%
                                           Other                                                       1.7%
* Constant Instalment Loans and Variable Instalment Loans




Initial outstanding             Number of Loans             Number of   Outstanding Principal      Principal
balance (EUR)                                                  Loans                 Balance        Balance
                                                                 in %                in EUR             in %
0.01 – 2,000                                   288             0.19%              325,756.14          0.04%
2,000.01 – 4,000                             6,423             4.23%           13,660,172.23          1.61%
4,000.01 – 6,000                            14,995             9.88%           47,139,415.22          5.55%
6,000.01 – 8,000                            20,446            13.47%           84,777,479.71          9.97%
8,000.01 – 10,000                           27,590            18.17%          147,128,747.01        17.31%
10,000.01 – 12,000                          42,553            28.03%          272,380,753.75        32.05%
12,000.01 – 14,000                          22,111            14.56%          158,249,191.01        18.62%
14,000.01 – 16,000                          11,443             7.54%           82,736,778.31          9.73%
16,000.01 – 18,000                           3,353             2.21%           24,149,049.74          2.84%
18,000.01 – 20,000                           1,523             1.00%           11,127,158.36          1.31%
20,000.01 – 22,000                             722             0.48%            5,360,279.95          0.63%
22,000.01 – 24,000                             215             0.14%            1,639,847.74          0.19%
24,000.01 – 26,000                             116             0.08%              912,834.39          0.11%
26,000.01 – 28,000                              22             0.01%              138,346.58          0.02%
28,000.01 – 30,000                              18             0.01%              139,702.46          0.02%
30,000.01 – 32,000                              16             0.01%              119,234.66          0.01%
34,000.01 – 36,000                               1             0.00%                8,324.88          0.00%
Total                                      151,835           100.00%          849,993,072.14       100.00%

Minimum (EUR): 1,000
Maximum (EUR): 35,150




                                                                                                       61
Outstanding principal    Number of Loans      Number of   Outstanding Principal   Principal
balance (EUR)                                    Loans                 Balance     Balance
                                                   in %                in EUR          in %
0.01 – 2,000                         18,669     12.30%           27,093,320.70       3.19%
2,000.01 – 4,000                     35,327     23.27%          105,840,546.97     12.45%
4,000.01 – 6,000                     32,696     21.53%          162,966,452.97     19.17%
6,000.01 – 8,000                     28,308     18.64%          197,561,413.84     23.24%
8,000.01 – 10,000                    23,562     15.52%          211,337,073.38     24.86%
10,000.01 – 12,000                   12,717      8.38%          138,495,599.58     16.29%
12,000.01 – 14,000                      556      0.37%            6,698,664.70       0.79%
Total                               151,835    100.00%          849,993,072.14    100.00%

Minimum (EUR) : 867
Maximum (EUR): 12,100


Original term to         Number of Loans      Number of   Outstanding Principal   Principal
maturity in months                               Loans                 Balance     Balance
                                                   in %                in EUR          in %
1–6                                       3      0.00%               20,375.31       0.00%
7 – 12                                  951      0.63%            3,422,418.98       0.40%
13 – 18                               1,793      1.18%            6,155,393.11       0.72%
19 – 24                               9,233      6.08%           36,024,539.39       4.24%
25 – 30                               3,875      2.55%           16,178,033.71       1.90%
31 – 36                              29,490     19.42%          139,733,153.11     16.44%
37 – 42                               4,627      3.05%           22,369,969.79       2.63%
43 – 48                              43,535     28.67%          242,796,199.48     28.56%
49 – 54                               4,288      2.82%           28,392,370.53       3.34%
55 – 60                              45,548     30.00%          280,830,712.34     33.04%
61 – 66                               3,122      2.06%           25,632,047.27       3.02%
67 – 72                               5,226      3.44%           47,694,667.64       5.61%
73 – 78                                  20      0.01%               80,335.14       0.01%
79 – 84                                  62      0.04%              302,573.41       0.04%
85 – 90                                  20      0.01%              127,896.44       0.02%
91 – 96                                  42      0.03%              232,386.49       0.03%
Total                               151,835    100.00%          849,993,072.14    100.00%

Minimum (Months) : 4
Maximum (Months) : 96
Weighted Average (Months) : 50.12




                                                                                      62
Remaining term to        Number of Loans     Number of   Outstanding Principal   Principal
maturity in months                              Loans                 Balance     Balance
                                                  in %                in EUR          in %
1–6                                  9,652      6.36%           15,534,373.96       1.83%
7 – 12                              22,939     15.11%           61,859,040.12       7.28%
13 – 18                             20,109     13.24%           82,677,605.94       9.73%
19 – 24                             24,288     16.00%          126,278,064.57     14.86%
25 – 30                             17,780     11.71%          112,292,618.05     13.21%
31 – 36                             19,308     12.72%          136,500,924.47     16.06%
37 – 42                             11,371      7.49%           89,201,000.62     10.49%
43 – 48                             12,926      8.51%          105,813,004.19     12.45%
49 – 54                              5,841      3.85%           51,065,354.98       6.01%
55 – 60                              5,716      3.76%           50,383,931.12       5.93%
61 – 66                                904      0.60%            8,783,839.64       1.03%
67 – 72                              1,001      0.66%            9,603,314.48       1.13%
Total                              151,835    100.00%          849,993,072.14    100.00%

Minimum (Months): 2
Maximum (Months): 71
Weighted Average (Months): 32.17

                        Number of Loans      Number of   Outstanding Principal   Principal
Seasoning in months                             Loans                 Balance     Balance
                                                  in %                 in EUR        in %
1–6                                 23,088     15.21%           174,002,903.14     20.47%
7 – 12                              20,879     13.75%           148,244,412.41     17.44%
13 – 18                             24,847     16.36%           156,332,991.98     18.39%
19 – 24                             21,957     14.46%           126,693,477.11     14.91%
25 – 30                             22,027     14.51%           107,135,845.81     12.60%
31 – 36                             16,285     10.73%            70,041,183.92      8.24%
37 – 42                             12,528      8.25%            42,201,071.51      4.96%
43 – 48                              6,047      3.98%            16,893,464.15      1.99%
49 – 54                              3,326      2.19%             7,172,877.10      0.84%
55 – 60                                797      0.52%             1,167,097.36      0.14%
61 – 66                                 46      0.03%                91,871.39      0.01%
67 – 72                                  8      0.01%                15,876.26      0.00%
Total                              151,835    100.00%           849,993,072.14   100.00%

Minimum (Months): 1.0
Maximum (Months): 69
Weighted Average (Months): 17.94




                                                                                     63
                        Number of Loans   Number of   Outstanding Principal   Principal
Contractual interest
                                             Loans                 Balance     Balance
rate in %
                                               in %                 in EUR        in %
0–1                               5,196      3.42%            20,219,259.27      2.38%
1.01 – 2                             96      0.06%               379,829.78      0.04%
2.01 – 3                          1,797      1.18%             8,131,868.81      0.96%
3.01 – 4                          3,589      2.36%            14,933,471.49      1.76%
4.01 – 5                          1,765      1.16%             9,904,540.30      1.17%
5.01 – 6                          4,724      3.11%            29,741,285.07      3.50%
6.01 – 7                         27,761     18.28%           168,639,331.36     19.84%
7.01 – 8                         43,365     28.56%           273,056,910.40     32.12%
8.01 – 9                         33,418     22.01%           175,933,951.27     20.70%
9.01 – 10                        24,036     15.83%           121,399,572.51     14.28%
10.01 – 11                        5,081      3.35%            23,918,873.76      2.81%
11.01 – 12                          677      0.45%             2,530,531.56      0.30%
12.01 – 13                          330      0.22%             1,203,646.56      0.14%
Total                           151,835    100.00%           849,993,072.14   100.00%

Minimum (%): 0.00
Maximum (%): 12.99
Weighted Average (%): 7.60



                        Number of Loans   Number of           Outstanding     Principal
Region of Residence                          Loans       Principal Balance     Balance
                                              in %                 in EUR         in %
LOMBARDIA                        36,058     23.75%          202,717,406.53     23.85%
PIEMONTE                         10,836      7.14%           60,706,253.46      7.14%
VALLE D'AOSTA                     1,023      0.67%            5,982,420.83      0.70%
LIGURIA                           2,927      1.93%           16,090,381.43      1.89%
VENETO                            9,373      6.17%           48,346,241.91      5.69%
TRENTINO-ALTO
ADIGE                              180       0.12%              928,575.27       0.11%
FRIULI-VENEZIA
GIULIA                            2,641      1.74%            14,164,308.38     1.67%
EMILIA-ROMAGNA                   13,622      8.97%            74,003,086.51     8.71%
Sub Total North                  76,660     50.49%           422,938,674.32    49.76%
TOSCANA                          11,711      7.71%            61,895,586.29     7.28%
UMBRIA                            2,072      1.36%            10,682,507.42     1.26%
MARCHE                            3,476      2.29%            18,768,764.28     2.21%
ABRUZZO                           2,684      1.77%            14,193,406.74     1.67%
MOLISE                              108      0.07%               656,012.53     0.08%
LAZIO                            18,773     12.36%           108,381,302.98    12.75%
Sub Total Centre                 38,824     25.57%           214,577,580.24    25.24%
CAMPANIA                          8,531      5.62%            49,399,077.59     5.81%
CALABRIA                          5,525      3.64%            32,323,281.84     3.80%
BASILICATA                        1,168      0.77%             6,559,487.35     0.77%
PUGLIA                            7,441      4.90%            42,309,711.41     4.98%
SICILIA                           9,225      6.08%            55,595,348.98     6.54%
SARDEGNA                          4,461      2.94%            26,289,910.41     3.09%
Sub Total South                  36,351     23.94%          212, 476,817.58    25.00%
Total                           151,835    100.00%           849,993,072.14   100.00%




                                                                                  64
Purpose of financing     Number of Loans   Number of   Outstanding Principal   Principal
                                              Loans                 Balance     Balance
                                               in %                  in EUR        in %
New                              142,180      93.6%           806,471,895.24      94.9%
Used                               9,655       6.4%            43,521,176.90       5.1%
Total                            151,835      100%            849,993,072.14      100%


Type of Debtor           Number of Loans   Number of   Outstanding Principal   Principal
                                              Loans                 Balance     Balance
                                               in %                  in EUR        in %
Private                          139,908      92.1%           777,922,660.59      91.5%
Commercial                        11,927       7.9%            72,070,413.55       8.5%
Total                            151,835      100%            849,993,072.14      100%


                              Number of    Number of           Outstanding     Principal
Contract Type                    Loans        Loans       Principal Balance     Balance
                                               in %                 in EUR         in %
Amortising                       148,230      97.6%          820,090,117.36       96.5%
Balloon                            3,605       2.4%           29,902,954.78        3.5%
Total                            151,835      100%           849,993,072.14       100%


                              Number of    Number of           Outstanding     Principal
Car maker                        Loans        Loans       Principal Balance     Balance
                                               in %                 in EUR         in %
Peugeot                           64,302      42.3%          368,915,835.95       43.4%
Citroën                           83,774      55.2%          466,240,113.85       54.9%
Other                              3,759      2.48%           14,837,122.34       1.75%
Total                            151,835      100%           849,993,072.14       100%

                              Number of    Number of           Outstanding     Principal
Payment method                   Loans        Loans       Principal Balance     Balance
                                               in %                 in EUR         in %
Direct Debit                     118,857      78.3%          661,619,821.45       77.8%
Postal Payment                    32,978      21.7%          188,373,250.69       22.2%
Total                            151,835      100%           849,993,072.14       100%


                              Number of    Number of           Outstanding     Principal
Original loan to value
                                 Loans        Loans       Principal Balance     Balance
in %
                                                in %                in EUR         in %
1 – 10                               195      0.13%              257,529.55       0.03%
11 – 20                            2,375      1.56%            4,932,318.41       0.58%
21 – 30                            5,541      3.65%           14,666,632.69       1.73%
31 – 40                            8,743      5.76%           30,695,399.24       3.61%
41 – 50                           15,466     10.19%           64,818,794.07       7.63%
51 – 60                           18,563     12.23%           91,973,961.24      10.82%
61 – 70                           23,265     15.32%          130,003,207.11      15.29%
71 – 80                           29,995     19.75%          181,314,095.11      21.33%
81 – 90                           25,578     16.85%          171,083,231.65      20.13%
91 – 100                          22,114     14.56%          160,247,903.07      18.85%
Total                            151,835    100.00%          849,993,072.14    100.00%

Minimum (%): 3.41
Maximum (%): 100.00



                                                                                   65
                                                     Number of                     Number of                      Outstanding                  Principal
Original loan to value
                                                        Loans                         Loans                  Principal Balance                  Balance
in %
                                                                                       in %                            in EUR                      in %
Weighted Average (%): 72.68

Historical Performance Data

The Seller has extracted data on the historical performance of the portion of its entire auto loan
portfolio consistent with the type of receivables included in the four Segments selected for the
Portfolio and with the exclusion of loans granted for the financing of assets not being cars.

The tables below show historical data on gross defaults, for the period from the first quarter of
2001 to the first quarter of 2007.

The default data displayed below is in static format and shows cumulative gross losses in
relation to defaulted auto loans, for each portfolio of auto loans originated in a particular
quarter, expressed as a percentage of the original principal balance of that portfolio. The auto
loans considered as defaulted for the purpose of the analysis are the auto loans classified as
“written off” by Banque PSA Finance Italian branch in accordance with its Servicing
Procedures.

Segment 1: Receivables relating to New Cars, not being Balloon Receivables, granted to
Private Debtors
 Quarter of                                                          Quarters from Origination Date to Default Date
 origination    1      2     3     4     5     6     7     8     9     10     11     12    13    14     15    16      17   18   19   20   21   22    23    24    >=25
  2001Q1       0.00% 0.08% 0.11% 0.27% 0.33% 0.43% 0.53% 0.59% 0.61% 0.69% 0.74% 0.80% 0.84% 0.87% 0.89% 0.93% 0.95% 0.98% 0.98% 0.99% 1.00% 1.01% 1.01% 1.01% 1.01%
  2001Q2       0.00% 0.09% 0.14% 0.23% 0.32% 0.43% 0.52% 0.57% 0.65% 0.71% 0.79% 0.83% 0.89% 0.91% 0.93% 0.95% 0.96% 0.97% 0.98% 0.98% 0.98% 0.99% 0.99% 0.99%
  2001Q3       0.04% 0.13% 0.25% 0.25% 0.29% 0.35% 0.40% 0.43% 0.46% 0.51% 0.57% 0.61% 0.64% 0.69% 0.74% 0.76% 0.77% 0.78% 0.78% 0.79% 0.79% 0.79% 0.79%
  2001Q4       0.00% 0.04% 0.12% 0.14% 0.19% 0.32% 0.36% 0.41% 0.44% 0.45% 0.52% 0.56% 0.60% 0.64% 0.67% 0.67% 0.67% 0.68% 0.68% 0.69% 0.70% 0.70%
  2002Q1       0.00% 0.06% 0.10% 0.12% 0.18% 0.22% 0.27% 0.34% 0.40% 0.45% 0.47% 0.53% 0.55% 0.58% 0.59% 0.60% 0.63% 0.64% 0.64% 0.65% 0.65%
  2002Q2       0.01% 0.04% 0.11% 0.23% 0.24% 0.34% 0.38% 0.44% 0.48% 0.52% 0.56% 0.59% 0.61% 0.64% 0.70% 0.73% 0.74% 0.77% 0.78% 0.79%
  2002Q3       0.00% 0.09% 0.14% 0.18% 0.26% 0.33% 0.38% 0.42% 0.48% 0.56% 0.59% 0.62% 0.63% 0.66% 0.68% 0.73% 0.75% 0.75% 0.75%
  2002Q4       0.01% 0.07% 0.15% 0.22% 0.31% 0.37% 0.40% 0.47% 0.56% 0.64% 0.67% 0.71% 0.73% 0.77% 0.81% 0.83% 0.85% 0.85%
  2003Q1       0.01% 0.03% 0.13% 0.14% 0.16% 0.22% 0.26% 0.35% 0.39% 0.45% 0.49% 0.53% 0.54% 0.60% 0.63% 0.65% 0.66%
  2003Q2       0.01% 0.08% 0.19% 0.28% 0.35% 0.47% 0.52% 0.61% 0.67% 0.72% 0.75% 0.81% 0.88% 0.92% 0.95% 0.98%
  2003Q3       0.03% 0.11% 0.18% 0.24% 0.29% 0.39% 0.49% 0.56% 0.65% 0.69% 0.76% 0.84% 0.90% 0.94% 0.94%
  2003Q4       0.00% 0.04% 0.09% 0.15% 0.22% 0.33% 0.42% 0.48% 0.53% 0.60% 0.66% 0.70% 0.73% 0.76%
  2004Q1       0.00% 0.01% 0.04% 0.08% 0.13% 0.20% 0.26% 0.33% 0.39% 0.42% 0.48% 0.53% 0.55%
  2004Q2       0.00% 0.02% 0.10% 0.17% 0.22% 0.29% 0.35% 0.38% 0.43% 0.48% 0.55% 0.59%
  2004Q3       0.01% 0.04% 0.13% 0.24% 0.30% 0.36% 0.45% 0.57% 0.65% 0.74% 0.78%
  2004Q4       0.01% 0.07% 0.13% 0.19% 0.26% 0.28% 0.33% 0.42% 0.48% 0.50%
  2005Q1       0.01% 0.03% 0.05% 0.12% 0.17% 0.24% 0.30% 0.37% 0.39%
  2005Q2       0.01% 0.03% 0.09% 0.21% 0.29% 0.43% 0.50% 0.55%
  2005Q3       0.00% 0.02% 0.11% 0.21% 0.24% 0.33% 0.39%
  2005Q4       0.00% 0.04% 0.16% 0.24% 0.36% 0.42%
  2006Q1       0.01% 0.06% 0.13% 0.21% 0.28%
  2006Q2       0.00% 0.11% 0.16% 0.26%
  2006Q3       0.01% 0.03% 0.10%
  2006Q4       0.00% 0.04%
  2007Q1       0.00%




Segment 2: Receivables relating to New Cars, not being Balloon Receivables, granted to
Commercial Debtors




                                                                                                                                                     66
Quarter of                                                                          Quarters from Origination Date to Default Date
origination    1       2       3       4       5       6       7       8       9       10      11      12      13      14      15      16      17      18      19      20      21      22      23      24      >=25
 2001Q1       0.00% 0.43% 0.43% 0.80% 0.80% 1.15% 1.31% 1.31% 1.44% 1.44% 1.54% 1.54% 1.71% 1.73% 1.73% 1.73% 1.73% 1.73% 1.73% 1.78% 1.78% 1.78% 1.78% 1.78% 1.78%
 2001Q2       0.00% 0.11% 0.27% 0.35% 0.47% 0.47% 0.59% 0.73% 0.73% 0.73% 0.83% 0.85% 0.86% 0.86% 0.91% 0.91% 0.91% 0.93% 0.93% 0.93% 0.93% 0.93% 0.93% 0.93%
 2001Q3       0.00% 0.00% 0.31% 0.31% 0.50% 1.26% 1.33% 1.35% 1.35% 1.57% 1.71% 1.71% 1.71% 1.81% 1.81% 1.81% 1.83% 1.88% 1.89% 1.90% 1.90% 1.90% 1.90%
 2001Q4       0.00% 0.00% 0.73% 0.86% 0.86% 0.97% 1.51% 1.96% 2.02% 2.14% 2.34% 2.34% 2.39% 2.46% 2.50% 2.50% 2.61% 2.61% 2.65% 2.71% 2.71% 2.71%
 2002Q1       0.00% 0.12% 0.12% 0.23% 0.23% 0.34% 0.52% 0.58% 0.67% 0.67% 0.77% 0.77% 1.01% 1.01% 1.12% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20%
 2002Q2       0.00% 0.20% 0.49% 0.61% 0.61% 0.82% 0.85% 0.90% 0.90% 1.17% 1.36% 1.36% 1.39% 1.39% 1.39% 1.41% 1.46% 1.46% 1.46% 1.46%
 2002Q3       0.00% 0.00% 0.00% 0.24% 0.36% 0.36% 0.46% 0.70% 0.81% 0.92% 0.92% 0.92% 1.03% 1.03% 1.19% 1.19% 1.29% 1.30% 1.30%
 2002Q4       0.00% 0.00% 0.24% 0.38% 0.66% 0.76% 0.92% 1.05% 1.19% 1.23% 1.40% 1.52% 1.59% 1.65% 1.73% 1.78% 1.79% 1.80%
 2003Q1       0.00% 0.00% 0.43% 0.43% 0.52% 1.03% 1.30% 1.30% 1.40% 1.81% 1.92% 2.02% 2.14% 2.18% 2.40% 2.42% 2.46%
 2003Q2       0.12% 0.34% 0.34% 0.52% 0.57% 0.76% 0.76% 0.81% 1.09% 1.09% 1.26% 1.32% 1.42% 1.48% 1.53% 1.53%
 2003Q3       0.00% 0.45% 0.68% 0.99% 0.99% 0.99% 1.04% 1.20% 1.36% 1.40% 1.40% 1.56% 1.79% 1.80% 1.80%
 2003Q4       0.00% 0.00% 0.62% 0.72% 0.75% 0.84% 0.97% 1.11% 1.65% 1.65% 1.71% 1.74% 1.78% 1.78%
 2004Q1       0.00% 0.27% 0.27% 0.37% 0.63% 0.63% 0.65% 0.65% 0.67% 0.87% 0.96% 1.09% 1.09%
 2004Q2       0.00% 0.16% 0.36% 0.44% 0.65% 1.01% 1.15% 1.15% 1.36% 1.45% 1.74% 1.74%
 2004Q3       0.00% 0.00% 0.00% 0.20% 0.20% 0.37% 0.40% 0.40% 1.02% 1.14% 1.36%
 2004Q4       0.00% 0.00% 0.00% 0.11% 0.23% 0.28% 0.76% 0.81% 1.16% 1.22%
 2005Q1       0.00% 0.29% 0.39% 0.46% 0.52% 0.59% 0.91% 1.15% 1.20%
 2005Q2       0.00% 0.08% 0.72% 0.85% 1.18% 1.18% 1.34% 1.40%
 2005Q3       0.00% 0.00% 0.40% 0.49% 1.05% 1.05% 1.15%
 2005Q4       0.00% 0.00% 0.00% 0.00% 0.11% 0.30%
 2006Q1       0.00% 0.00% 0.25% 0.73% 0.73%
 2006Q2       0.00% 0.11% 0.41% 0.53%
 2006Q3       0.00% 0.00% 0.23%
 2006Q4       0.00% 0.00%
 2007Q1       0.00%




Segment 3: Receivables being Balloon Receivables relating to New Cars, granted to
Private Debtors
Quarter of                                                                          Quarters from Origination Date to Default Date
origination    1       2       3       4       5       6       7       8       9       10      11      12      13      14      15      16      17      18      19      20      21      22      23      24      >=25
  2001Q1      0.00% 0.32% 0.32% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.69% 0.69% 0.78% 0.78% 0.78% 0.78% 0.78% 0.78% 0.79% 0.79% 0.79% 0.79%
  2001Q2      0.00% 0.00% 0.00% 0.34% 0.34% 0.34% 0.56% 0.56% 0.85% 0.86% 1.03% 1.03% 1.27% 1.27% 1.27% 1.39% 1.39% 1.39% 1.62% 1.62% 1.62% 1.62% 1.62% 1.62%
  2001Q3      0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.34% 0.85% 0.85% 0.85% 0.85% 0.85% 1.18% 1.18% 1.26% 1.26% 1.37% 1.45% 1.45% 1.46% 1.47% 1.47%
  2001Q4      0.00% 0.00% 0.25% 0.25% 0.26% 0.26% 0.26% 0.51% 0.51% 0.51% 0.51% 0.51% 0.87% 0.87% 0.87% 0.96% 0.96% 0.96% 0.96% 0.96% 0.99% 0.99%
  2002Q1      0.00% 0.00% 0.00% 0.31% 0.31% 0.44% 0.44% 0.59% 0.59% 0.59% 0.59% 0.59% 0.59% 0.76% 0.76% 0.76% 0.83% 0.84% 0.84% 0.84% 0.84%
  2002Q2      0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.22% 0.22% 0.31% 0.31% 0.40% 0.40% 0.49% 0.49% 0.71% 0.71% 0.78% 0.94% 1.15% 1.15%
  2002Q3      0.00% 0.00% 0.00% 0.00% 0.40% 0.40% 0.40% 0.66% 1.05% 1.23% 1.77% 1.98% 1.98% 1.98% 2.12% 2.12% 2.25% 2.25% 2.25%
  2002Q4      0.00% 0.00% 0.21% 0.38% 0.38% 0.38% 0.38% 0.38% 0.53% 0.53% 0.53% 0.53% 0.53% 0.62% 0.62% 0.62% 0.62% 0.62%
  2003Q1      0.00% 0.16% 0.16% 0.16% 0.16% 0.16% 0.58% 0.58% 1.02% 1.02% 1.14% 1.14% 1.27% 1.43% 1.70% 1.70% 1.70%
  2003Q2      0.00% 0.00% 0.00% 0.00% 0.29% 0.29% 0.69% 1.16% 1.16% 1.16% 1.29% 1.50% 1.62% 1.74% 1.85% 1.93%
  2003Q3      0.00% 0.00% 0.40% 0.40% 0.74% 0.74% 0.74% 1.16% 1.16% 1.30% 1.30% 1.30% 1.48% 1.88% 1.88%
  2003Q4      0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.21% 0.71% 0.71% 0.71%
  2004Q1      0.00% 0.00% 0.00% 0.00% 0.31% 0.31% 0.51% 0.51% 0.51% 0.88% 1.27% 1.76% 1.76%
  2004Q2      0.00% 0.16% 0.16% 0.29% 0.44% 0.44% 0.44% 0.75% 0.98% 0.98% 1.28% 1.28%
  2004Q3      0.00% 0.00% 0.14% 0.33% 0.45% 0.60% 0.60% 0.71% 0.71% 0.71% 0.95%
  2004Q4      0.00% 0.00% 0.00% 0.13% 0.13% 0.13% 0.46% 0.46% 0.56% 0.66%
  2005Q1      0.00% 0.26% 0.46% 0.46% 0.92% 0.92% 1.20% 1.24% 1.24%
  2005Q2      0.00% 0.00% 0.00% 0.19% 0.19% 0.83% 1.04% 1.47%
  2005Q3      0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.10%
  2005Q4      0.00% 0.00% 0.00% 0.22% 0.22% 0.22%
  2006Q1      0.00% 0.14% 0.53% 0.66% 0.88%
  2006Q2      0.00% 0.00% 0.61% 0.61%
  2006Q3      0.00% 0.00% 0.32%
  2006Q4      0.00% 0.31%
  2007Q1      0.00%




Segment 4: Receivables relating to Used Cars, not being Balloon Receivables, granted to
Private Debtors
Quarter of                                                                          Quarters from Origination Date to Default Date
origination        1       2    3       4       5       6       7       8       9      10      11      12      13      14      15      16      17      18      19      20      21      22      23      24      >=25
   2001Q1      0.00%   0.47%   0.89%   1.11%   1.48%   1.83%   1.93%   2.09%   2.32%   2.49%   2.55%   2.58%   2.64%   2.65%   2.67%   2.69%   2.69%   2.69%   2.69%   2.69%   2.69%   2.69%   2.69%   2.69%   2.69%
   2001Q2      0.00%   0.42%   0.89%   1.36%   1.90%   2.46%   2.65%   2.80%   2.97%   3.15%   3.39%   3.51%   3.61%   3.73%   3.77%   3.83%   3.85%   3.85%   3.85%   3.85%   3.88%   3.88%   3.88%   3.88%
   2001Q3      0.00%   0.15%   0.45%   0.66%   1.11%   1.52%   1.64%   1.73%   1.96%   2.00%   2.06%   2.12%   2.14%   2.16%   2.19%   2.19%   2.19%   2.20%   2.20%   2.20%   2.20%   2.20%   2.20%
   2001Q4      0.00%   0.11%   0.47%   0.68%   0.97%   1.03%   1.37%   1.62%   1.86%   2.04%   2.17%   2.27%   2.27%   2.31%   2.32%   2.36%   2.39%   2.42%   2.42%   2.42%   2.43%   2.43%
   2002Q1      0.00%   0.06%   0.21%   0.37%   0.37%   0.42%   0.60%   0.98%   1.24%   1.48%   1.60%   1.92%   1.97%   1.99%   2.00%   2.02%   2.04%   2.06%   2.06%   2.07%   2.07%
   2002Q2      0.00%   0.09%   0.30%   0.92%   1.12%   1.19%   1.44%   1.56%   1.68%   1.89%   1.91%   2.08%   2.26%   2.36%   2.44%   2.44%   2.50%   2.50%   2.50%   2.50%
   2002Q3      0.00%   0.00%   0.18%   0.80%   0.88%   1.01%   1.17%   1.33%   1.49%   1.74%   1.87%   1.89%   1.90%   1.91%   1.93%   1.97%   2.04%   2.04%   2.04%
   2002Q4      0.00%   0.18%   0.29%   0.68%   0.75%   1.12%   1.35%   1.45%   1.58%   1.65%   1.90%   2.07%   2.11%   2.12%   2.24%   2.26%   2.27%   2.28%
   2003Q1      0.00%   0.04%   0.29%   0.61%   0.86%   1.04%   1.25%   1.46%   1.66%   1.87%   2.09%   2.30%   2.45%   2.58%   2.66%   2.72%   2.74%
   2003Q2      0.00%   0.03%   0.10%   0.43%   0.50%   0.85%   1.02%   1.51%   1.76%   2.04%   2.16%   2.17%   2.27%   2.34%   2.42%   2.42%
   2003Q3      0.10%   0.19%   0.39%   0.92%   1.39%   1.54%   1.92%   2.09%   2.37%   2.54%   2.76%   2.88%   2.96%   3.01%   3.07%
   2003Q4      0.00%   0.17%   0.53%   0.85%   1.15%   1.43%   1.75%   1.96%   2.08%   2.24%   2.35%   2.48%   2.49%   2.58%
   2004Q1      0.00%   0.19%   0.82%   1.14%   1.30%   1.66%   1.80%   2.21%   2.41%   2.45%   2.55%   2.68%   2.73%
   2004Q2      0.00%   0.02%   0.42%   0.64%   1.19%   1.43%   1.79%   2.19%   2.48%   2.59%   2.72%   2.91%
   2004Q3      0.00%   0.00%   0.44%   0.75%   1.11%   1.38%   1.86%   2.00%   2.17%   2.25%   2.52%
   2004Q4      0.00%   0.13%   0.83%   1.12%   1.64%   2.08%   2.35%   2.62%   2.68%   2.73%
   2005Q1      0.00%   0.00%   0.20%   0.50%   1.17%   1.42%   1.74%   1.94%   2.13%
   2005Q2      0.00%   0.00%   0.37%   0.83%   1.25%   1.68%   2.08%   2.26%
   2005Q3      0.00%   0.00%   0.41%   0.64%   1.07%   1.52%   1.65%
   2005Q4      0.00%   0.00%   0.40%   0.66%   0.83%   1.18%
   2006Q1      0.00%   0.00%   0.44%   0.44%   1.13%
   2006Q2      0.00%   0.13%   0.35%   0.59%
   2006Q3      0.00%   0.04%   0.22%
   2006Q4      0.00%   0.10%
   2007Q1      0.00%




                                                                                                                                                                                               67
                                         THE SELLER

Banque PSA Finance (‘‘BPF’’) is the parent company of the Banque PSA Finance group
(‘‘BPF Group’’) operating in twenty countries. BPF’s legal and commercial name is Banque
PSA Finance. The BPF Group offers a full range of retail financing products to customers of the
two brands Peugeot and Citroën as well as floor-stock and replacement parts financing for the
two carmakers’ dealers. It is not involved substantially in any other type of financing activities.
Although fully owned by PSA Peugeot Citroën, BPF is not responsible for the funding of the
PSA group’s industrial activities and has limited exposure to the group.
BPF’s activities are mainly based in Western Europe – France, Germany, the UK and Spain
being its key markets. However, Central Europe is playing an increasingly important role. It has
a key function in PSA Peugeot Citroën’s strategy to offer customers integrated products,
financing and service packages that meet their needs.
BPF strengthens relationships with car dealers by providing them with a full array of specially
tailored financing and services sales support systems.
BPF is also developing integrated products including such automobile-related services as
maintenance and extended warranties, whose subscription-based delivery makes them more
attractive to customers. These integrated products are also offered to buyers of used vehicles.
BPF also offers auto insurance through a programme with specialist partners that offers specific
insurance solutions for the Peugeot and Citroën brands.
In terms of wholesale financing, BPF finances the new vehicles and replacement parts
inventories of both the Peugeot and Citroën brands and all car dealer networks in the countries
where it operates, as well as meeting certain other working capital and equipment financing
needs.
BPF was incorporated in France as PSA Finance Holding and established as a société anonyme
on 15 December 1982 under registration number RCS PARIS B 325 952 224. BPF’s term of
incorporation will expire on 15 December 2081 unless extended or dissolved before such date.
PSA Finance Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and
subsequently to Banque PSA Finance following approval by its shareholders on 15 July 1998.
On 26 July 1995 BPF was registered as a bank and as such is regulated by French bank
authorities (Commission Bancaire). BPF operates under articles L 210-1 and following of the
French Commercial Code (Code de Commerce) and under articles L 511-1 and following of the
French Financial and Monetary Code (Code monétaire et Financier).
BPF’s head office is located at 75 avenue de la Grande Armée, 75116 Paris, France. BPF is a
wholly-owned subsidiary of Peugeot S.A. At 31 December 2002, it had a share capital divided
into 11,088,000 shares of common stock with a par value of EUR 16, its authorised and issued
capital being EUR177,408,000.
BPF share is not listed on any stock market. The Peugeot S.A. share is listed on the Euronext
Paris market, where it is eligible for the deferred settlement system, as well as on the Brussels
Stock Exchange. It is also traded in London on the SEAQ International system and in the United
States of America in the form of American Depositary Receipts (ADRs) traded on the New
York over-the-counter market.
The BPF Group does business in France, Germany, the United Kingdom, Italy, Spain, Belgium,
The Netherlands, Luxembourg, Portugal, Switzerland, Austria, Brazil, Argentina, Poland, Czech
Republic, Slovakia, Hungary and Mexico. In 2006, Banque PSA Finance further extended its
geographic reach with the start-up of operations in China of the finance company set up in
partnership with the Bank of China, and the creation of a new marketing subsidiary in Turkey,
backed by a local banking partner.
BPF IN ITALY
BPF operates in Italy through full branch.



                                                                                              68
BPF’s subsidiaries and operating branches are controlled by the Finance Companies Department
of the PSA Peugeot Citroën Group. This department is responsible for developing and
supervising the policies followed by the branches or finance subsidiaries to ensure that they
provide an efficient and effective service to the Peugeot and Citroën dealers in their countries.
Common systems for the underwriting of the credits, for the back office administration and the
debt collections are progressively put in place in all operating entities. This enables the group to
achieve a stronger control on operating procedures, substantial operating costs savings and a
better implementation of marketing and product policies.
The treasury issues, the funding, the liquidity management and the interest rate hedging policy
are run by the central treasury department of the PSA Peugeot Citroen group. All the funding is
run on a stand alone basis with no recourse to the liquidity of the PSA group holding company.
BANQUE PSA FINANCE ITALY
Chrysler Finanziaria Italia SpA was set up in November 1974. On 8 July 1980, Peugeot took
over the European subsidiaries and financing activities of Chrysler. Chrysler Finanziaria Italia
SpA changed its name to PSA Finanziaria Italia SpA, then in 1998 in PSA Finance Italia SpA.
In July 1998, for the purpose of funding the financing company, Banque PSA Finance SA-
Succursale d’Italia, full branch of BPF France, was set up.
On 31 August 2003, the Italian companies were merged: Banque PSA Finance SA took over
PSA Finance Italia SpA.
BPF Italy provides both retail and wholesale financing.
KEY FIGURES OF THE SELLER

Volumes                   2006           2005          2004           2003         2002         2001

Retail financing (in      1,350.5        1,290.8       1,116.3        862.9        665.5        584.4
m€)
Wholesale financing       617.8          601.0         534.2          471.1        422.4        392.2
(in m€)

Number of loans           66,786         71,412        79,897         72,652       55,397       51,965
granted
Penetration rate          24,7%          26,4%         26,3%          24,3%        20.0%        21.3%


Operational Margin        39.7           35.1          29.0           25.5         16.3         13.8
(in m€)
Return on equity          20.97%         19.30%        18.33%         21.18%       14.88%       16.70%




                                                                                               69
                    UNDERWRITING AND MANAGEMENT PROCEDURES

GENERAL INFORMATION
Organisation

At group BPF level

Banque PSA Finance operates through subsidiaries and operating branches.

Each financial company, subsidiary and branch of Banque PSA Finance, is managed by a team
which covers all the functions of the company (staff, research and development, internal control,
marketing, production, informatics, accounting, acceptance and recovery). The strategic
guidelines of the financial companies are given by a centralized management team, based at the
company’s headquarter, which reports to the Managing Director of Banque PSA Finance who
has under his responsibilities the following business areas: commercial and marketing policy,
risk management, organization and IT systems, employee management, controlling, internal
control and foreign settlement policy.

                                                   MANAGING
                                                   DIRECTOR

                                 Human Resources                      Quality


  MARKETING &         WHOLESALE              INTERNATIONAL                   CONTROLLING &           INTERNAL AUDIT
  COMMERCIAL          FINANCING & FLEET      DEVELOPMENT                    RISK (General control)
  POLICY (Retail)     CREDIT RISK

                                                         COLLECTIONS



                                                         CREDIT SCORING &
                                                         UNDERWRITING


                                                            FINANCIAL CONTROL



                                                         BASEL II PROJECT



                                                         RECURRING CONTROLS



                                          OPERATIONAL RISKS



                                          COMPLIANCE RISK



                                          RISK MANAGEMENT




Since 2002, BPF has strengthened its central units, capitalizing on the competence that Credipar
has developed, in order to spread the “best practices” to all the financial companies.

A central unit is in charge of the credit risk management: scoring and approval procedures.

A central unit is in charge of the recovery process: pre-legal and legal proceedings.

Headquarters’ audit teams perform each three years recurring controls in each branch or
subsidiary.

Banque PSA Finance Italy




                                                                                                                70
Banque PSA Finance Italy, that employed 160 people at the end of 2006, is a branch of Banque
PSA Finance (Paris) and provides financing to end customers of PSA Peugeot Citroën in Italy
and to the two brands’ dealers network for new and demonstration vehicles and spare parts.

In 2006, financing to Peugeot and Citroën’s client network represented 81.30% of the revenues
while financing to dealers network represented 18,70%.

The sales strategy and the main objectives of BPF Italy, strongly connected to the commercial
policy of Peugeot and Citroën brands, aims at increasing the market share by providing a full
range of financing products and joint services and developing the customer’s loyalty through
financings which are in line with client’s expectations and comply with PSA Group’s
communication strategies.

Description of Banque PSA Finance Italy’s network

BPF Italy’s products are marketed and distributed through the points of sale of Peugeot and
Citroën’s dealers.

BPF Italy’s network is composed of 12 geographical sales areas for Peugeot and 11
geographical sales areas for Citroën. An “area manager” is responsible for the sales force and
the commercial follow up in each sales area of Peugeot and Citroën.

168 Peugeot dealers and 149 Citroën dealers constitute the primary network while the secondary
network counts on over respectively 97 Peugeot and 108 Citroën sale points.

Each dealer enters into a convention network according to which he has to fulfil specific criteria
(material, human and financial) required from the distribution company (Peugeot or Citroën)
depending on its status. The typology of the dealers includes exclusive authorized dealers for
new vehicles, authorized dealers for new multi-brand vehicles and sale points of the secondary
network.

 PEUGEOT

 Exclusive dealers                                                         155

 Multi brand vehicles dealers                                              13

 Total Primary network                                                     168

 Secondary network                                                         97



 CITROEN

 Exclusive dealers                                                         129

 Multi brand vehicles dealers                                              20

 Total Primary network                                                     149

 Secondary network                                                         108




                                                                                             71
To belong to the primary network dealers must comply with financial criteria defined by the two
brands: analysis of their balance sheet is performed, a scoring is assigned and controls of their
performance are monitored frequently.

The admission of dealers to the secondary network requires some checks in external database
such as Cerved. Follow-up of this data is done regularly.

BPF’s area managers are responsible for training dealers’ staff and for monitoring their
performances.

LOAN UNDERWRITING
Underwriting process
The underwriting process is under the responsibility of the Credit Department that employs 39
staff members.

There are 2 poles of acceptance located in the North and South of Italy, headquartered
respectively in Milan (central headquarter) and Rome. The two poles are coordinated by two
regional credit managers.

In addition a department, managed by a business credit manager is specifically dedicated to the
commercial customers (Leasing / Renting / Fleet).

The regional credit managers and the business credit manager report to BPF Italy’s credit
director

All risk assessment instruments are centralized within a central department dedicated to risk
management, which is in charge of spreading the best practices in term of scoring and
acceptance policy.



                                                                              CREDIT
                                                                             DIRECTOR


                REGIONAL CREDIT                                                REGIONAL CREDIT                                       BUSINESS CREDIT
                MANAGER NORTH                                                  MANAGER SOUTH                                            MANAGER




    Credit Manager                Credit Manager                   Credit Manager               Credit Manager            Business Credit      Credit Back Office
       Entity 3                      Entity2                          Entity 6                      Entity1                  Analyst                   (1)
                                                                                                                                (3)



               Retail Credit Analyst         Retail Credit Analyst            Retail Credit Analyst        Retail Credit Analyst
                        (3)                           (3)                              (1)                          (3)




               Retail Credit Assistant             Retail Credit             Retail Credit Assistant             Retail Credit
                         (3)                        Assistant                          (3)                        Assistant
                                                       (3)                                                           (5)



                 Credit Back Office           Credit Back Office               Credit Back Office
                         (1)                          (1)                              (1)




                                                                                                                                                            72
The procedure for the origination and the assessment of a loan application until its approval or
decline is as follows:
     Stages of the
                            Control performing by                         Description
  acceptance process

                                                        The dealer transfers by fax the request of
                                                        financing to a retail credit assistant together
                                                        with the documentation requested from the
                                                        client. The requested documents are different
                                                        depending on whether the client is a private
                                                        debtor or a commercial debtor. The retail credit
                                                        assistant captures the information in the IT
Transfer of the financing
                            Retail credit assistant     system      TOSCA       (Terminalisation      et
request by the dealer
                                                        Organisation       des       Services       aux
                                                        Concessionnaires Automobiles). This system
                                                        was developed in 2000.

                                                        As an exception (5% of total requests), the
                                                        information are entered directly by the dealer in
                                                        the system.

                                                        The acceptance process is guided by GINA
                                                        (Gestione Integrata Nuova Accettazione) which
                                                        is the temporary IT System that was developed
                                                        locally in 2003. Data entered first in TOSCA are
                                                        transferred to GINA. A retail credit analyst
Credit analysis of the                                  performs the analysis of the request, based on :
                            Retail credit analyst
loan application
                                                               §external database

                                                               §internal database

                                                        Additional manual analysis is carried out.

Credit scoring              Retail credit analyst       A score is assigned to each application.

Final decision for          According to                The final decision is taken by the authorized
acceptance or decline of    authorization limits        person depending on both the score assigned
the request                                             and the initial financing amount.

Notification of the         Retail credit analyst       The decision is notified to the client through the
decision                                                dealer.

Transfer of the funds       Retail credit assistant     The file is recorded in the IT system and the

                                                        funds are transferred to the dealer



Changes to be expected in the process following the implementation of a new IT system

A new IT system dedicated to the processes of acceptance, management and recovery of the
loans will be progressively set up during the 2007 year. This system named NSID (Nouveau
système informatique detail) is already implemented in BPF’s main subsidiaries and branches
(France, Germany, Spain, United Kingdom…).



                                                                                              73
The main changes in the underwriting procedure concerns the transfer of the financing request
by the dealer: using NSID, the dealer will be able to send directly the application in the system
without the intervention of a retail credit assistant.

RISK ASSESSMENT
Credit Scoring
All the risk evaluation instruments are centralised in BPF Italy in order to obtain better risk
monitoring, including the scoring system via which the performances are constantly monitored
in compliance with the quality procedures of the Group and setting of parameters according to
specific markets.
The IT scoring system used by BPF Italy is SCORIX which is a risk monitoring application that
allows to monitor the underwriting process for private debtors (automated monitoring reports
are produced).

Furthermore, the scoring instruments are implemented on a single technical platform (AION),
on the 8 major European markets in which BPF is present.

BPF’s Headquarter evaluates the performance of the system every 2 years.

For private clients, the scoring uses the client’s details (age, income, other loans and leases,
profession, employment history, bank history, etc), the type of vehicle purchased (new car or
used car, age of the vehicle, purchase price, etc) and the characteristics of the financing scheme
(term and size of down payment):

The client’s credibility is evaluated with the calculation of the client’s indebtedness ratio to
evaluate his solvability level and his cumulative risk.

The information needed is both consulted on

    §   the external databases such as CRIF, Experian and Cerved on credit delinquencies
        management;

    §   BPF Italy’s internal database that assigns a behavioural scoring: client’s payment
        behaviours are checked on the basis of present and past performances. When evaluating
        a new application of an existing or previous customer, the payment profile of any
        previous or other existing loans by the applicant is automatically taken into account via
        an internal file containing defaults and late payments called “Fichier des Incidents de
        Paiement'' or FIP (History of missed payments).

An algorithm gives a partial score on each parameter (such as income, initial capital, term of the
financing scheme, employment history…). All the partial scores are added in order to generate
the global acceptance score of the client.

The result is highlighted in a specific colour which determines the level of client risk and the
process that will be followed for the acceptance:

    -   Green for the least risky applications.

    -   Orange for the medium level risk.

    -   Red for the riskiest applications. In such situations, the undertaking of a joint debtor is
        often required (65,7% of the red scores financed cases which represent 28.708 contracts
        on 43.774 total requests - during the observation period between 2004 and 2006) .




                                                                                              74
 Score Level                             Applications                      Acceptations

 Green                                      29,45%                            30,83%

 Orange                                     55,71%                            56,97%

 Red                                        14,84%                            12,21%

 Total                                       100%                              100%



The scoring determines the level of the controls to be carried out.

Levels of decision making
Applications are accepted at different levels of delegation depending on the score and the initial
amount of the loan. For the majority of loans granted to private clients, the branch makes the
final decision.

 Score Level                       Acceptation performed by              Authorisation limits

            Green               Acceptation by the retail credit
                                analyst after checking the
                                consistency of the information
                                transferred

         Orange 1/2/3           Retail credit analyst                 Up to 17,000 €

          Orange 3              Credit manager                        From 17,000 € up to 23,000
                                                                      €


          Orange 3              Regional credit manager               From 23,000 € up to 30,000
                                                                      €
                                Credit director
                                                                      From 30,000      €   up   to
                                                                      100,000€

             Red                Credit manager                        Up to 23,000 €

                                Regional credit manager               From 23,000 € to 30,000 €

                                Credit director                       From 30,000 € to 100,000 €



Private clients have to bring an initial amount equal to 20% of the initial financing amount.

Level of decision making for Company

There are two levels of checks made for the decision regarding the companies financing
requests.

The first one is based on Databases as Crif, Assilea or the Central Risk of Bank of Italy that
provide information on the company, its cumulated risk and risk exposure.




                                                                                                75
The second one is a check on physical persons inside the company as the Administrator, or the
Director, based on external database as Cerved that provides Chamber of Commerce
information on self-employed, and employers (not well-known in Italy or for which a special
check is needed). In case there is a joint debtor (fiscal code registered during the financing
request) the Credit Scoring evaluates him as a private guarantee for the applicant company.

Volume

In average the number of financing requests from Private is equal to 5.320 and 715 from
company.

In 2006, the refusal ratio based on the total private and commercial requests worth 3.4%.

MANAGEMENT OF PERFORMING LOANS AND COLLECTION PROCEDURES
Collections
The payment schedule is established on a monthly basis, the 1st and 15th of the month and the
debit in the system takes place on that due date.

The method of payment for Debtors of current loans is either by direct debit (74%) or postal
order (26%).

For postal payments the client has to go to the post office on a monthly basis to do the payment.

Prepayments
Partial or full prepayments are allowed at any time during the life of the loan. Full prepayments
are subject to penalties for an amount of 1% on the outstanding capital.

Late payments and litigation
The Collection Department (Direzione Rischi e Contenzioso) employs 35 staff members and
deals with all late payments (other than those resulting from technical problems) as well as any
disputes.
The unpaid instalment (“insoluto”) is considered as such for amounts greater than Euro 25.

The recovery process is constituted of 3 main phases:

1)            Telephonic recovery process.

2)            Recovery actions performed by recovery inspectors and external agencies through
              direct contact.

3)            Sale of the receivable to PSA Factor, BPF Italy’s factoring company.

The recovery process slightly differs, depending on the means of payment used by the
creditors:In case of postal payments the recovery process starts at the second unpaid instalment
due date, therefore after thirty-one days from the first unpaid instalment date. The contract is
then inserted in the file which contains the clients to be contacted and also in the Pinco IT
System - the system which deals with unpaid instalments.
In case of direct debits the unpaid instalment is evidenced as soon as the banking system detects
late payments, therefore five days after the due date. The bank’s feedback will point out the due
amount and the reason of the occurrence. Two actions can follow-up: the payment request will
be submitted again or the telephonic recovery phase will begin.
From 30 to 90 days following the unpaid instalment (till three instalments unpaid), contracts are
transferred to BPF’s recovery phone operator.



                                                                                             76
From 90 days (i.e.from the fourth instalments unpaid) following the unpaid instalment, contracts
are transferred to internal recovery inspectors or to agencies.

1) Telephonic recovery process
The telephone team dedicated to late payments intervenes starting from the first unpaid
instalment to the third one. They carry out, on a monthly basis, payment reminder calls.
2) Inspectors and Agencies
Contracts are automatically transferred to inspectors in the following cases:
    •   3 consecutive unpaid instalments when payments are made by direct debit;
    •   The instalment is due for 90 days;
    •   Files that are difficult to manage with by phone.
If the overdue amount has not been paid within a maximum period of 90 days (from the fourth
instalment unpaid), the internal inspectors and external agencies are involved in the recovery
process.
Contracts are allocated to inspectors or agencies depending on the risk assessed. The riskiest
contracts are allocated to inspectors according to their geographical area competence.
Upon appointment, they will directly contact the client and a site visit will take place in
accordance with BPF Italy’s officer in charge of the specific geographical area.
The type of intervention, either by telephone or via internal inspector / external agencies also
depends on the type of priority.
Phone calls are prioritised on the basis of paid amount in relation to outstanding amount, while
inspecting activities are prioritised depending on the outstanding amounts in relation to
instalments paid.
3) Write-Off and sale to PSA Factor
After 150 days from the due date the contract is terminated and the loan is written off
(considered as defaulted)

For inspectors loans are written off either after 150 days or when one of the following events
occurs:

    •   impossibility of the recovery of the credit;

    •   repossession of the vehicle (“repo”);

    •   bankruptcy;

    •   out of court settlement.

After approximately 1-2 months following the write-off, the contract is transferred to PSA
Factor.

PSA Factor employs 5 people. Its activity consists on buying defaulted receivables once BPF
Italy has exhausted all amicable recovery procedures described above. It will recover the credits
via a judicial or extra-judicial procedure (if it is still possible).

The selling price of the receivable is determined on the basis of an algorithm which parameters
are the main features of the contracts, the information provided during the telephonic recovery
process and the actions lead by inspectors and agencies and at least the recoverability opinion.

The transfer takes place through the exchange of standard letters.


                                                                                            77
Changes expected in the process following the implementation of a new IT system

The main change will concern the telephonic recovery process. The new procedure will start at
the end of the first month of the telephonic recovery process and will cover the period between
the thirtieth days and the sixtieth days .

When an instalment is considered as unpaid, at the end of the thirtieth days following the unpaid
instalment date, automatic information will be transferred from EKIP to a telephonic platform
located in Spain. Italian phone operator will be in charge of the recovery of these contracts.
They have gained experience by working on BPF’s Spanish subsidiary.

All the information related to the contract available in NSID system will be sent to software that
will connect automatically the phone operator with the client. Calls will be generated
automatically and at the end of the call, the operator records in EKIP the conclusion of the
contact with clients (ex: undertaking to pay, no answer…). Other calls will be done till the end
of the 60 days period.

At the end of the process, the file will be sent back to BPF Italy. Internal inspectors will be able
to access at any time to all information registered in the system during the phone recovery
process and to update this information.




                                                                                               78
                               THE SWAP COUNTERPARTY

The BNP Paribas Group (the “Group”) (of which BNP Paribas is the parent company) is a
European leader in banking and financial services. It has approximately 150,500 employees,
118,700 of whom are based in Europe. The Group occupies leading positions in three
significant fields of activity: Corporate and Investment Banking, Asset Management & Services
and Retail Banking. It has operations in 85 countries and has a strong presence in all the key
global financial centers. Present throughout Europe, in all its business lines, France and Italy are
its two domestic retail banking markets. BNP Paribas has a significant and growing presence in
the United States and leading positions in Asia and in emerging markets.

The Group has three divisions: Retail Banking, Asset Management and Services and Corporate
and Investment Banking, the latter two of which also constitute “core businesses”.
Operationally, the Retail Banking division is itself comprised of three core businesses: French
Retail Banking, International Retail Banking and Financial Services, and Italian Retail Banking
(BNL bc). The Group has additional activities, including those of its listed real estate subsidiary,
Klépierre, that are conducted outside of its core businesses.

At December 31, 2006, the Group had consolidated assets of €1,440.3 billion, consolidated
loans and receivables due from customers of €393.1 billion and shareholders’ equity (Group
share including income for 2006) of €49.5 billion. Pre-tax net income for the year ended
December 31, 2006 was €10.6 billion. Net income, Group share, for the year ended December
31, 2006 was €7.3 billion. Net banking income, Group share, for the year ended December 31,
2006 was €27.9 billion.

The Group currently has long-term senior debt ratings of “Aa1” with stable outlook from
Moody’s, “AA+” with positive outlook from Standard & Poor’s and “AA” with stable outlook
from Fitch Ratings. Moody’s has also assigned the Bank a Bank Financial Strength rating of
“B” and Fitch Ratings has assigned the Bank an individual rating of “A/B”.




                                                                                               79
  THE ACCOUNT BANK, THE PRINCIPAL PAYING AGENT AND THE ITALIAN
                         PAYING AGENT

The Account Bank and the Principal Paying 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 (the "Deutsche Bank Group").

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.

The Italian Paying Agent

Deutsche Bank S.p.A. is a bank incorporated under the laws of Italy, whose registered office is
at Piazza del Calendario no. 3, Milan, and 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 Italian Banking Act under number 3104. The share capital of Deutsche Bank S.p.A. amounts
to euro 310,659,856.26, 93.99 per cent. of which, as of 27 April 2007, is owned by Deutsche
Bank.



                                                                                            80
                                          THE ISSUER

Introduction

AUTO ABS S.r.l., was incorporated on 24 November 2006 as a limited liability company with a
sole quotaholder (società a responsabilità limitata con unico socio) under the laws of the
Republic of Italy and pursuant to the Securitisation Law. The Issuer was established as a special
purpose vehicle for the purpose of issuing asset backed securities. The Issuer has been dormant
since it was incorporated and has not commenced operations. The Issuer has no employees.

The Issuer’s registered office is situated at Conegliano (TV), via Vittorio Alfieri n. 1, telephone
no. +39.0438.360.926.The Issuer is registered in (i) the companies’ register held in Treviso,
under number 04104170263; (ii) the register held by the Ufficio Italiano dei Cambi pursuant to
Article 106 of the Italian Banking Act, under number 38995; and (iii) the special register of
financial intermediaries held by the Bank of Italy pursuant to Article 107 of the Italian Banking
Act.

The by-laws (statuto) of the Issuer provide that the present life of the company ends on 31
December 2050.

The authorised and issued capital of the Issuer is € 12,000, fully paid up. The current
Quotaholder of the Issuer is SVM which holds the entire quota capital of the Issuer.

Directors and Auditors

The Issuer is managed by a sole director whose name is Andrea Perin, appointed at the Issuer’s
incorporation until resignation or revocation . Mr. Andrea Perin is a director of Securitisation
Services S.p.A., a company providing services related to securitisation transactions. The
domicile of Mr. Andrea Perin, in his capacity of sole director of the Issuer, is at Via Vittorio
Alfieri 1, 31015 Conegliano (TV).

No statutory auditors (sindaci) have been appointed.

Administration

Pursuant to the Corporate Services Agreement entered into on or prior to the Issue Date between
the Issuer and the Corporate Servicer, the Corporate Servicer has agreed to provide certain
corporate administration, management, accounting and administrative services to the Issuer
including, inter alia, the safekeeping of documentation pertaining to meetings of the Issuer’s
quotaholders and directors, maintaining the quotaholders’ register, preparing VAT and other tax
and accounting records, preparing the Issuer’s annual financial statements and administering all
matters relating to the taxation of the Issuer.

The Corporate Services Agreement contains provisions requiring that no resignation by or
termination of the appointment of the Corporate Servicer shall take effect unless and until a new
entity is appointed as Corporate Servicer.

Quotaholder and Undertakings Agreement
Pursuant to the Quotaholder and Undertakings Agreement to be entered into on or prior to the
Issue Date between the Issuer, the Quotaholder and the Representative of the Noteholders, the
Quotaholder shall assume certain undertakings with respect to, inter alia, the exercise of its
voting rights in the Issuer, and shall undertake not to dispose of its interest in the Issuer. The
undertakings assumed in the Quotaholder and Undertakings Agreement and the covenants made
in the Transaction Documents are intended to prevent any abuse of control of the Issuer by the
Quotaholder.



                                                                                              81
Financial Statements and Auditors' Report

Since its date of incorporation the Issuer has not commenced operations and no financial
statements have been made up as at the date of this Prospectus. The Issuer's financial year end is
31 December of each calendar year. The Issuer intends to publish its first financial statements
for the period ending 31 December 2007 and such financial statements will be available no later
than the end of April 2008.

The following is the text of a report received by the Quotaholder of the Issuer from Mr. De
Luca, auditor to the Issuer, with office at Via Vittorio Alfieri, 1, 31015 Conegliano (TV) and
certified public accountant enrolled with the register held by the Ordine dei Dottori
Commercialisti of Treviso.

“To:

Auto ABS S.r.l.

Via Vittorio Alfieri 1
31015 Conegliano (TV)
Italy

To the kind attention of the Sole Director

                                                                       Conegliano, 24 July 2007

Dear Sir,

I am reporting in connection with the issue, listing and sale of € 816,000,000 Class A Asset
Backed Floating Rate Notes due October 2020, € 34,000,000 Class B Asset Backed Floating
Rate Notes due October 2020 and € 18,700,000 Class C Asset Backed Fixed Rate and Variable
Return Notes due October 2020 (collectively, the "Notes") to be issued by Auto ABS S.r.l. (the
"Issuer"), referred to in the prospectus to be dated 25 July 2007 (the "Prospectus").

Basis of preparation

The financial information set out below (the "Financial Information") is based on the non-
statutory financial statements from 24 November 2006 to 24 July 2007 prepared in accordance
with IAS/IFRS Accounting (the “Financial Statements”).

Responsibility

The Financial Statements are the responsibility of the Sole Director of the Issuer that approved
the issue of the Notes. The Issuer (and any other persons referred to in the Prospectus as
accepting responsibility for the same or any part thereof) is responsible for the contents of the
Prospectus in which this report is included.

It is my responsibility to compile the Financial Information set out in this report from the
Financial Statements, to form an opinion on the Financial Information and to report my opinion
to you. I have conducted my work in accordance with IAS/IFRS Accounting Standards. It also
included an assessment of significant estimates and judgments made by those responsible for
the preparation of the Financial Statements underlying the Financial Information and whether
the accounting policies are appropriate to the entity's circumstances, consistently applied and
adequately disclosed.

Opinion




                                                                                             82
In my opinion the Financial Information set out below gives, for the purposes of the Prospectus,
a true and fair view of the state of affairs of the Issuer as at the date stated.

Financial Information

Statements of Current Assets, Capital and Reserves

                                From 24 November
                                 2006 To 24 July
                                      2007

                                             Euro

 Assets

 Cash and due from banks                    6,692

 Fiscal Assets                                 24

 Other assets                               5,950

 Total                                     12,666

 Liabilities and capital

 Other liabilities                            666

 Fiscal Liabilities                             0

 Shareholder’s equity                      12,000

 Reserves                                       0

 Net income (Losses)                            0

 Total                                     12,666



Notes to the statements:

1.       Accounting Policies

The non statutory financial statements for the period from 24 November 2006 to 24 July 2007
have been prepared in accordance with IAS/IFRS Accounting Standards.

2.       Incorporation, Registration and Trading Activity

The Issuer was incorporated on 24 November 2006 with the sole object to perform one or more
securitisation transactions.

As detailed in other sections of the Prospectus, during the period from incorporation to 24 July
2007, the Company did not trade nor did it perform any securitisation transaction.

3.       Capital




                                                                                           83
The called up and paid up capital of the Issuer is euro 12,000 entirely held by SVM
Securitisation Vehicles Management S.p.A..

4.     Commitments

The Issuer has entered into the agreement that relate to the purchase of the Portfolio on 9 July
2007.

5.     The Portfolio

The Portfolio was purchased by the Issuer from Banque PSA Finance Italian Branch on 9 July
2007 with economic effect from 5 July 2007 and it comprises 151,835 receivables in total
arising out of auto loans contracts.

The Portfolio is not included within the Statements of the "Current Assets, Capital and
Reserves" stated above in accordance with Italian Law No. 130 of 30 April 1999 which provides
that securitisation transactions shall be recorded as off-balance sheet.

6.     Collections on Portfolio

The collections and recovery on the Portfolio from 5 July 2007 to 24 July 2007 and other events
are not reflected in the Financial Statements, the amount collected and recovered has been and
will be transferred to the Issuer's account on or before the Issue Date in accordance with the
Servicing Agreement and the Master Receivables Purchase Agreement.

Yours faithfully,

__________________________

Dott. Lino De Luca

(Public Certified Accountant)”




                                                                                           84
                                    USE OF PROCEEDS

The proceeds from the issue of the Rated Notes, being Euro 850,000,000 in aggregate, will be
applied by the Issuer on the Issue Date in settlement of the Principal Component Purchase Price
of the Initial Pool pursuant to the Master Receivables Purchase Agreement, to pay certain other
up-front costs of the Securitisation and to credit the Retention Amount into the Expenses
Account.

The net proceeds from the issue of the Class C Notes, being Euro 18,700,000, will be applied by
the Issuer on the Issue Date to credit the Cash Reserve Account with the Cash Reserve Initial
Amount.




                                                                                          85
                   SUMMARY OF THE TRANSACTION DOCUMENTS

The summary of the Transaction Documents set out below is a summary of certain features
of those agreements and is qualified by reference to the detailed provisions of those
agreements.
1.      Master Receivables Purchase Agreement
On 9 July 2007, the Seller and the Issuer entered into a Master Receivables Purchase Agreement
which sets out the conditions under which (i) the Seller agreed to sell on the First Purchase Date
the Initial Pool to the Issuer without recourse (pro soluto), in accordance with Articles 1 and 4
of the Securitisation Law and subject to the terms and conditions of the Master Receivables
Purchase Agreement; and (ii) during the Revolving Period on a monthly basis, the Seller may
propose to the Issuer to purchase Additional Pools and the Issuer, in accordance with the terms
and conditions of the Master Receivables Purchase Agreement, shall purchase the Additional
Pools offered for transfer pursuant to Articles 1 and 4 of the Securitisation Law.
Initial Pool
The transfer of the Initial Pool from the Seller to the Issuer takes economic effect from (and
including) the First Cut-Off Date and the Issuer is entitled to all rights, title and interest in and
to the Initial Pool (including all the relevant Available Collections) from (and including) the
First Cut-Off Date.
The Initial Purchase Price for the Initial Pool is Euro 852,100,303.73, calculated as at the First
Purchase Offer Date. The Principal Component Purchase Price of the Initial Pool is Euro
849,993,072.14 and it is payable on the Issue Date.
The Interest Component Purchase Price of the Initial Pool, being equal to Euro 2,107,231.59
will be paid to the Seller on the Payment Date falling after the First Purchase Date, to the extent
of the then Available Interest Amount and subject to and in accordance with the then applicable
Priority of Payments.

The obligations of the Issuer to pay the Initial Purchase Price are conditional upon:
(a)     the Notes having been duly issued and the subscription moneys thereof having been
paid and received by the Issuer;
(b)     the publication of the notice of assignment of the Receivables in the Gazzetta Ufficiale
della Repubblica Italiana, pursuant to Article 4 of the Securitisation Law and the registration of
the assignment of the Initial Pool with the Companies Registrar where the Issuer is enrolled
(Registro delle Imprese); and

(c)     the Receivables and/or the relevant collections being not subject to attachment, seizure
or other enforcement procedure pursued by any third party in the period starting from the First
Cut-Off Date and ending on the date of publication of the notice of assignment of the
Receivables (both included).
The transfer of the Initial Pool will automatically terminate with effect ab initio if (i) the Notes
have not been issued and the relevant subscription price has not been paid and received in full
by 31 August 2007; and (ii) the Receivables become subject to attachment, seizure or any other
enforcement procedure pursued by any third party in the period starting from the First Cut-Off
Date (included) and ending on the date of publication of the notice of assignment of the
Receivables (included), provided however that in this case the termination will affect only the
Receivables subject to attachment, seizure or any other enforcement procedure.
On 12 July 2007 a notice of the transfer of the Initial Pool from the Seller to the Issuer was
published in the Italian Official Gazette in accordance with Article 4 of the Securitisation Law
and on 11 July 2007 such notice was registered with the Companies’ Registrar of the Issuer.




                                                                                                86
Additional Pools
On any Subsequent Purchase Date during the Revolving Period the Seller may sell, without
recourse (pro soluto) in accordance with Articles 1 and 4 of the Securitisation Law, to the
Issuer, Additional Pools constituted of Receivables complying, on each relevant Cut-Off Date,
with all the Eligibility Requirements and the Additional Receivables Specific Requirements,
subject to, and in accordance with, the conditions of the Master Receivables Purchase
Agreement.

The Issuer is entitled not to purchase any Additional Pool if on any relevant Purchase Date the
following Conditions Precedent is not satisfied:

1.     No Amortisation Event nor Trigger Event has occurred or will occur on such
Subsequent Purchase Date.

2.      Other than as a result of forza maggiore (force majeure), the Seller have duly performed
its obligations under this Agreement and any Purchase Agreement and none of all the
representations and warranties given by the Seller under the Master Receivables Purchase
Agreement has proven materially inaccurate and such inaccuracy has not been remedied.

3.      The servicing of the Purchased Receivables has not been transferred to any other entity
different from the Seller pursuant to the applicable provisions of the Servicing Agreement.

4.      Other than as a result of forza maggiore, the Servicer has duly made available the
Servicer’s Reports to be produced by it, in accordance with the provisions of the Servicing
Agreement, on the relevant Monthly Servicing Report Date and/or Quarterly Servicing Report
Date, as applicable or, in the case of a breach of any obligation, such breach has been remedied
within 5 Business Days following the relevant Monthly Servicing Report Date and/or Quarterly
Servicing Report Date, as applicable.

5.       No material adverse change in the status or the business of the Seller and no other
events relating to the Seller have occurred which would (i) make any material provision of this
Agreement, any Purchase Agreement or of any other Transaction Documents to which the Seller
is or will be a party becoming, for any reason, ineffective or unenforceable and/or (ii) affect
significantly the ability of the Seller to perform its material obligations under this Agreement or
the Servicing Agreement, provided, however, that the Issuer and the Seller have agreed that any
merger, demerger, contribution in part or in whole of assets or in any other way between the
Seller and any entity within the PSA Group including any change into another corporate form or
branch under the provisions of the Master Receivables Purchase Agreement, will not constitute
a circumstance which may impair the purchase of eligible Receivables from the newly
established entity, to the extent that all the other conditions precedent referred to in this section
have been fulfilled.

6.       The Seller is not Insolvent and/or an order is not made or an effective resolution is not
passed for the Winding-Up of the Seller in accordance with the applicable laws of its
jurisdiction.

7.      If a Rating Event has occurred, delivery of:

        (a)      a certified extract from the Registrar of the Commercial Court (Greffe du
        Tribunal de Commerce) of Paris in relation to the Seller, not older than 15 (fifteen) days
        prior to the execution of this Agreement certifying that the Seller is not Insolvent and/or
        an order is not made or an effective resolution is not passed for the Winding-Up of the
        Seller in accordance with the applicable laws: and

        (b)   a solvency certificate in the form set out in the Master Receivables Purchase
        Agreement dated as of the relevant Subsequent Offer Date.


                                                                                                87
The transfer of each Additional Pool from the Seller to the Issuer will take economic effect from
(and including) the relevant Cut-Off Date and the Issuer will be entitled to all rights, title and
interest in and to each Additional Pool (including all the relevant Available Collections) from
(and including) the relevant Cut-Off Date.
The Purchase Price for each Additional Pool shall be equal to the aggregate of the Individual
Purchase Price of each of the Receivables comprised in the relevant Additional Pool and it shall
be composed of the Principal Component Purchase Price, the Interest Component Purchase
Price and the Deferred Purchase Price.
The Principal Component Purchase Price of any Additional Pool will be paid to the Seller on
the Principal Component Payment Date after the relevant Subsequent Purchase Date to the
extent of the then Available Purchase Amount.

The Interest Component Purchase Price of any Additional Pool will be paid to the Seller on the
Payment Date falling after the relevant Subsequent Purchase Date, to the extent of the then
Available Interest Amount and subject to and in accordance with the then applicable Priority of
Payments.

The Deferred Purchase Price of any Additional Pool will be payable to the Seller (i) as to the
DPP Excess Margin Component, on any Payment Date falling after the relevant Subsequent
Purchase Date, to the extent of the then Available Distribution Amount and subject to and in
accordance with the then applicable Priority of Payments; and (ii) as to the DPP Principal
Component, if any, on any DPP Payment Date in an amount equal to (a) the relevant Payable
DPP Principal Component in respect of the Performing Receivables, and (b) the relevant
Outstanding DPP Principal Component in respect of the Defaulted Receivables, in any case to
the extent of the then Available Distribution Amount and subject to and in accordance with the
then applicable Priority of Payments (the “Due DPP Principal Component”).

The Purchase Price of each Additional Pool shall be paid by the Issuer, subject to.
(a)     the publication of a notice of assignment of the relevant Receivables in the Gazzetta
Ufficiale della Repubblica Italiana and the deposit of such notice with the Companies’
Registrar of the Issuer; and

(b)      the Receivables being not subject to attachment, seizure or other enforcement procedure
pursued by any third party in the period starting from the relevant Cut-Off Date and ending on
the date of publication of the notice of assignment of the Receivables (both included).
The Receivables
The Receivables comprised in the Initial Pool have been selected by the Seller on the basis of
the Initial Block Criteria. The Receivables comprised in any Additional Pool shall be selected
by the Seller on the basis of the Additional Block Criteria. For a description of the
characteristics of the Portfolio see the section entitled “The Portfolio”.
The Master Receivables Purchase Agreement provides that if any of the Receivables comprised
in any Pool transferred under the Master Receivables Purchase Agreement does not meet the
Initial Block Criteria in respect of the Initial Pool or the Additional Block Criteria in respect of
each Additional Pool (each such Receivable being an “Excluded Receivable”), then each such
Excluded Receivable will be deemed not to have been assigned and transferred to the Issuer
pursuant to the provisions of the Master Receivables Purchase Agreement.
In relation to the Excluded Receivables, the Seller shall repay to the Issuer an amount equal to
the Individual Principal Component Purchase Price relating to any Excluded Receivable
actually paid prior to the date of the Exclusion Notice, plus interest on such amount at a rate
equal to the weighted average of the interest rates applicable to the Rated Notes in respect of the
interest periods from the relevant Purchase Date up to (and including) the Payment Date
immediately following the latest of (a) the date on which the such amounts are paid, and (b) the
date falling immediately after the expiry of the 18th month following the Issue Date of the Rated


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Notes, calculated on a yearly basis (actual/360), plus the portion of the Deferred Purchase Price
paid by the Issuer prior to the date of the Exclusion Notice and referable to the Excluded
Receivable, plus an amount equal to the sum of all additional, specific, direct and indirect, costs
and expenses incurred by the Issuer in relation to such Excluded Receivable and for which the
Issuer shall request payment in writing no later than three Business Days following receipt of
the Exclusion Notice, less an amount equal to the aggregate of the sums actually collected and
retained by the Purchaser in relation to such Excluded Receivables on or after the Cut-Off Date
(the “Relevant Collections”), net of any direct, documented costs payable by, paid, or
otherwise invoiced to, the Issuer for the servicing and administration of such Excluded
Receivables and the Relevant Collections (including those for maintaining the relevant bank
accounts).

If one or more of the Receivables owned by the Seller which satisfy the Initial Block Criteria
with respect to the Initial Pool or the Additional Block Criteria with respect to any Additional
Pool were erroneously not included in the relevant purchased Pool, the relevant Receivable
(each an “Included Receivable”) shall be considered as included in the relevant Pool and
assigned and transferred to the Issuer ex tunc as of the relevant Purchased Date, effective as of
the immediately preceding Cut-Off Date or First Cut-Off Date, in respect of the Initial Pool. In
this event, the Issuer shall pay to the Seller an amount equal to the Individual Purchase Price of
the Included Receivable calculated as of the relevant Cut-Off Date, less an amount equal to the
sum collected by the Seller in relation to such Included Receivable in the period between the
relevant Cut-Off Date (inclusive) and the date of payment of such amount to the Seller, less an
amount equal to the aggregate of all the expenses incurred by the Issuer in relation to the
purchase of such Included Receivable. Any payment in respect of the Included Receivables
shall be made by the Issuer solely out of the amounts effectively collected or otherwise
recovered by the Issuer in relation to the relevant Included Receivables on any Payment Date
further to the date of the Inclusion Notice and in compliance with the Priority of Payments.

Right to repurchase
The Issuer and the Seller have agreed that upon the occurrence of a Tax or Regulatory Event or
subject to the conditions for the exercise of the Clean Up Option provided for by the Condition
7(d) (Redemption, Purchase and Cancellation – Early redemption at the Option of the Issuer)
being satisfied, the Seller will have the right to repurchase all (but not part) of the Receivables
owned by the Issuer which are at that time outstanding.
The Issuer will not be under any obligation to sell to the Seller the Receivables owned by the
Issuer which are at that time outstanding, unless:
(a) the repurchase request is made in compliance with the requirements provided in the Master
Receivables Purchase Agreement; and
(b) the aggregate of the repurchase price offered by the Seller plus the Available Principal
Collection already credited in the Principal Account is an amount at least equal to the aggregate
of the amounts of the Principal Amount Outstanding of the Notes (or, as applicable, of the
Rated Notes) and the other amounts ranking in priority thereto.
Representations and Warranties from the Seller
The Seller has acknowledged that the representations and warranties given by the Seller to the
Issuer have to be considered as one of the essential and determining conditions to the Issuer for
the purpose of entering into any Purchase Agreement.
The Seller has represented and warranted (as at the date of signing of the Master Receivables
Purchase Agreement, and repeated as at each relevant Cut-Off Date, Purchase Offer Date and
Purchase Date, in relation to the Receivables, inter alia, that:
(a)     each Receivable complies with the Receivables Eligibility Requirements and, with
        respect to any Additional Pool, the Additional Receivables Specific Requirements;




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(c)     the Receivables comprised in each Additional Pool satisfy the Additional Block Criteria
        composed of the Common Criteria and the Specific Block Criteria as indicated from
        time to time in the relevant Subsequent Purchase Offer and, limited to the Receivables
        comprised in the Initial Pool, the Initial Block Criteria; and
(d)     any Pool is transferred on the relevant Purchase Date pursuant to, and in compliance
with Articles 1 and 4 of the Securitisation Law.
Failure to conform and remedies
The Master Receivables Purchase Agreement provides that, as a result of any representation or
warranty given by the Seller in relation to the Receivables under or pursuant to the Master
Receivables Purchase Agreement being false or incorrect and to the extent that the non-
conformity of the relevant Receivable (the “Affected Receivable”) is not remedied within 10
Business Days from the date on which such non-conformity has been notified (the “Non-
Conformity Notice”), the Issuer may terminate (risolvere), pursuant to Article 1456 of the
Italian Civil Code, the relevant Purchase Agreement forthwith with respect and limited to the
Affected Receivable with effect from the second Principal Component Payment Date following
the Non-Conformity Notice.
The amount payable by the Seller to the Issuer as a consequence of such partial termination will
be equal to the Individual Principal Component Purchase Price relating to such Affected
Receivable actually paid prior to the date of the Non-Conformity Notice, plus interest on such
amount at a rate equal to the weighted average of the interest rates applicable to the Rated Notes
in respect of the interest periods from the relevant Purchase Date up to (and including) the
Payment Date immediately following the latest between (a) the date on which such amounts are
paid, and (b) the date falling immediately after the expiry of the 18th month following the Issue
Date of the Rated Notes, calculated on a yearly basis (actual/360), plus the portion of the
Deferred Purchase Price paid by the Issuer prior to the date of the Non-Conformity Notice and
referable to the Affected Receivable, plus an amount equal to the sum of all additional, specific,
direct and indirect, costs and expenses incurred by the Issuer in relation to such Affected
Receivable and for which the Issuer shall request payment in writing no later than three
Business Days following receipt of the Non-Conformity Notice, less an amount equal to the
aggregate of the sums actually collected and retained by the Issuer in relation to such Affected
Receivable on or after the Cut-Off Date (the “Relevant Collections”), net of any direct,
documented costs payable by, paid, or otherwise invoiced to, the Issuer for the servicing and
administration of such Affected Receivable and the Relevant Collections (including those for
maintaining the relevant bank accounts) plus any accrued and outstanding interest and any other
outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that
Affected Receivable borne by the Issuer as from the relevant Purchase Date (the “Non-
Conformity Rescission Amount”).
Undertakings of the Seller
The Master Receivables Purchase Agreement also contains a number of undertakings from the
Seller in respect of its activities relating to the Receivables, including, inter alia, an undertaking
to refrain from carrying out any activity in relation to the Receivables, other than any activity in
its capacity as Servicer under and in accordance with the terms of the Servicing Agreement, and
in particular, without any limitation, any action reasonably likely to cause any of the
Receivables, and/or any Ancillary Rights to become invalid or diminish or howsoever
negatively affect their respective rights, an undertaking not to assign and/or transfer any of the
Receivables, the Ancillary Rights and any related or ancillary right to any third parties, an
undertaking not to create any security interest, charge, lien, or encumbrance or other right in
favour of any third parties on any of the Receivables and the Ancillary Rights. In addition, the
Seller has undertaken to indemnify the Issuer for any costs, damages, losses, expenses or
liabilities (including, but not limited to, legal and out of pocket expenses) that are reasonable
and justified and suffered by the Issuer as a result of any non-performance by the Seller of any
of its obligations and undertakings made under the Master Receivables Purchase Agreement.




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Governing Law and jurisdiction
The Master Receivables Purchase Agreement is governed by, and will be construed in
accordance with, Italian law.
Any disputes arising in respect of the Master Receivables Purchase Agreement shall be deferred
to the exclusive jurisdiction of the Courts of Milan.
2.      Servicing Agreement
Under the Servicing Agreement entered into on 9 July 2007, the Issuer has appointed BPF Italy
as Servicer.
The Servicer will be the “soggetto incaricato della riscossione dei crediti ceduti dei servizi di
cassa e di pagamento” pursuant to the Securitisation Law and in compliance with the Bank of
Italy Implementing Regulations. In its capacity as Servicer, BPF Italy is also responsible for
ensuring that such operations comply with the provisions of Article 2.3 (c) and Article 2.6 of the
Securitisation Law.
Under the Servicing Agreement, the Servicer has agreed, inter alia:
(a)     to collect all amounts to be paid by the Debtors and Guarantors in relation to the
        Receivables and to transfer all amounts collected in relation to the Receivables and all
        amounts payable by the Servicer under the Servicing Agreement to the Issuer in the
        accounts and within the timeframe set out in the Servicing Agreement ;
(b)     to do all things necessary for the collection and possible recovery of all the Receivables,
        including exercising all remedies found in the law and the Auto Loan Contracts and the
        enforcement of any Ancillary Rights with the level of care and diligence it would
        employ if the Receivables were its own property;
(c)     to conduct monitoring activities in relation to the Portfolio and the Securitisation and to
        administer, preserve and enforce all rights of the Issuer generally in relation to the
        Portfolio (including the Ancillary Rights), according to the Servicing Procedures therein
        defined;
(d)     if the Receivables become Defaulted Receivables, as a possible recovery strategy, to
        sell to PSA Factor, on behalf of the Issuer, without recourse (pro soluto) such Defaulted
        Receivables if and to the extent that the conditions provided therein are met or (please
        see paragraph below entitled “Sale of Defaulted Receivables to PSA Factor”), if such
        conditions are not satisfied, to initiate, prosecute and manage, in accordance with the
        terms of the Servicing Agreement, all Foreclosure Proceedings, Enforcement
        Proceedings and Insolvency Proceedings, on behalf and, if necessary, in the name of the
        Issuer pursuant to a power of attorney granted by the Issuer to the Servicer;
(e)     to prepare and deliver all notices, communications and documents to be sent by the
        Issuer, in its capacity as owner of the Receivables, to the Debtor and/or the Guarantors;
(f)     to report to the Issuer, the Calculation Agent, the Corporate Servicer and the
        Representative of the Noteholders on a monthly basis;
(g)     to report to the Issuer, the Representative of the Noteholders, the Cash Manager, the
        Calculation Agent, the Paying Agents, the Corporate Servicer and the Rating Agencies
        on a quarterly basis;
(h)     to maintain the Insurance Policies effective and in full force, arranging for their timely
        renewal and the payment of the relevant premium and notify to each of the relevant
        Insurance Companies granting any Credit Insurance Policy and Disability Insurance
        Policy the transfer of the benefit of the Credit Insurance Policies and Disability
        Insurance Policies to the Issuer pursuant to the terms of the Master Receivables
        Purchase Agreement and procure that a loss payee is inserted in any of the Credit
        Insurance Policy;




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(i)    to effect, on behalf of the Issuer, the reporting provided for by the Bank of Italy’s
       Automated Interbank Risk Service (“Centrale dei Rischi”) and the Central Record of
       Accounts (“Matrice dei Conti”), and provide any assistance which may be required in
       order to enable the Corporate Servicer to effect, on behalf of the Issuer, the reporting
       provided for by the Bank of Italy’s supervisory system applicable to financial
       intermediaries enrolled in the register provided for by Article 107 of the Italian Banking
       Act (“Segnalazioni di Vigilanza”), in each case pursuant to the relevant laws and
       regulations;
(j)    to create and maintain the electronic data storage system provided for by Italian anti-
       money laundering law and regulations (“Archivio Unico Informatico”) with respect to
       the Receivables, if and to the extent applicable and fully cooperate and collect all data
       and information requested in order to enable the Issuer and the Corporate Servicer, as
       the case may be, to comply with Italian anti-money laundering law and regulations
       (including law n. 197 of 5 July 1991), to send all notices and fulfil all obligations
       provided for by such regulation including the instructions for financial intermediaries
       issued by the “Ufficio Italiano dei Cambi” on 23 February 2006;
(k)    to perform all other servicing activities and functions (within the meaning given to such
       expression under the Securitisation Law and the Implementing Regulations) relating to
       the Securitisation and not specified herein, which must be performed by the Servicer
       pursuant to the terms of the Securitisation Law and the Implementing Regulations; and
(l)    to perform all its duties under the Servicing Agreement with diligence and in
       accordance with all applicable laws and regulations, including the Securitisation Law,
       the Collection Policy and pursuant to specific instructions that, on certain conditions,
       may be given to it by the Issuer and/or by the Representative of the Noteholders.
Commercial Renegotiations
Subject to the conditions provided for by the Servicing Agreement being met and in accordance
with the Servicing Procedures, the Servicer may agree, following a request by the relevant
Debtor, to a Commercial Renegotiation of the initial contractual terms (existing on the
applicable Purchase Date) of the corresponding Receivable, provided that such Commercial
Renegotiation shall not result in:
(a)    reducing the weighted average of the Effective Interest Rate applicable to the
       Performing Receivables below an interest rate of 7 % as calculated on the Subsequent
       Purchase Date immediately preceding the date of renegotiation of the relevant
       Purchased Receivables by weighting their respective Effective Outstanding Balance on
       that Subsequent Purchase Date by the interest rate applicable thereto after any
       renegotiation;
(b)    carrying forward the last Instalment Due Date of the Receivables to 18 months
       preceding the Maturity Date; and/or
(c)    for a Constant Instalments Receivable, amending the repayment schedule of that
       Receivable in such a way that the Instalments are no longer of equal amounts until the
       last Instalment Due Date.
Any breach by the Servicer of the obligations to comply with the limits and conditions above,
will give the right to the Issuer to either:

(a)    sell without recourse (pro soluto) to the Servicer the Receivable affected by the relevant
       breach of the Servicer at a price equal to the then Effective Outstanding Balance of such
       Receivable (before the renegotiation) plus any accrued and outstanding interest and any
       other outstanding amounts of principal, interest, expenses and other ancillary amounts
       relating to that Receivable as at that Purchase Date; or

(b)    request from the Servicer the payment of an indemnification amount equal to the
       purchase price calculated under letter (a) above.


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Sale of Defaulted Receivables to PSA Factor
Under the terms of the Servicing Agreement and in accordance with the Servicing Procedures,
the Servicer, as a possible recovery strategy, will be entitled to sell to PSA Factor, on behalf of
the Issuer, without recourse (pro soluto) the Defaulted Receivables provided, inter alia, that
each of the following conditions are met:

(a)     the purchase price payable by PSA Factor for each Defaulted Receivable is not lower
        than 1.5% of the outstanding balance of the Defaulted Receivables; and

(b)     PSA Factor has delivered to the Servicer with copy to the Issuer, before the relevant
        purchase date (1) a good standing certificate (certificato di vigenza) issued by the
        competent Chamber of Commerce dated not earlier than 5 days before the relevant
        purchase date, (2) a solvency certificate in the form set out in the Servicing Agreement
        dated as of the relevant purchase date, and (3) a court certificate certifying that PSA
        Factor has not been declared Insolvent and no order is made or no effective resolution is
        passed for the Winding-Up of PSA Factor dated not earlier than 15 days before the
        relevant purchase date, provided that a 30 days period having elapsed from the delivery
        of the previous court certificate.

Any formality for the purpose of perfecting the transfer of the relevant Defaulted Receivables to
PSA Factor and any costs or expenses connected therewith shall be borne exclusively by PSA
Factor.

Collection Guarantee Reserve Amount
Under the terms of the Servicing Agreement, upon the occurrence of a Collection Rating Event,
the Servicer shall, within 30 calendar days:

(a)    open and credit into the Collection Guarantee Account the Collection Guarantee
Reserve Amount; or, alternatively

(b)      obtain a Collection Guarantee, acceptable for the Rating Agencies, from an Eligible
Institution for an amount equal to the Collection Guarantee Reserve Amount.

The Collection Guarantee Reserve Amount and/or the Collection Guarantee shall cover the risk
that the Servicer is unable to timely transfer the Available Collections to the Issuer, as provided
for under the Servicing Agreement, and such default continues unremedied for at least 3
Business Days.

The Issuer shall be entitled, within 5 Business Day following each Monthly Servicer Report
Date, to draw from the Collection Guarantee Account and/or to enforce the Collection
Guarantee for an amount equal to the amount of Available Collections not transferred by the
Servicer during the relevant Collection Period.

Following any amount having been drawn by the Issuer from the Collection Guarantee Account
and/or following any enforcement by the Issuer of the Collection Guarantee for a specific
amount (such amount being, from time to time, the “Relevant Amount”), in the event that the
Issuer collects from the Servicer any amount of Available Collections not previously
transferred, then such amount of Available Collections shall subsequently be utilised to
replenish the Collection Guarantee Account and/or to repay the provider of the Collection
Guarantee, up to the Relevant Amount.

Provided that no Relevant Amount is outstanding:

(a)      all amounts standing to the credit of the Collection Guarantee Account shall be paid to
the Servicer and/or the Collection Guarantee shall terminate on the earlier of (i) the Maturity
Date; (ii) the date on which the Rated Notes are redeemed in full; or (iii) the date on which the


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Collection Rating Event has been cured or, following termination of the Servicer, the Successor
Servicer’s short term unsecured and unsubordinated debt obligations are rated at least A-2 from
S&P and its long term unsecured and unsubordinated debt obligations are rated at least Baa3
from Moody’s; and

(b)     during the Amortisation Period the Servicer shall be entitled, within the 5th Business
Day following each relevant Monthly Servicer Report Date (i.e: the Monthly Servicer Report
Date falling in January, April, July and October), to receive and/or reduce the amount of the
Collection Guarantee for an amount equal to the positive difference (if any) between (i) the
amount standing to the credit of the Collection Guarantee Account, and (ii) the then applicable
Collection Guarantee Reserve Amount.
Termination of the Servicer

Under the terms of the Servicing Agreement, the Issuer will have the right to terminate the
Servicer’s appointment and appoint a successor servicer, if any of the following events takes
place:
(a)     the Servicer is Insolvent; or
(b)     the Servicer fails to transfer any amount due to be transferred pursuant to the
        Agreement and such default is not remedied within 3 Business Days from the date of
        notification of the non-payment; or
(c)     the Servicer breaches any of its other obligations pursuant to the Agreement in any
        material respect and such breach is not remedied in a satisfactory manner within 5
        Business Days from the date of notification of the breach; or
(d)     any of the representations and warranties made by the Servicer are false or incorrect in
        any material respect when made or deemed to be made and where such representation
        or warranty can be remedied by the Servicer, it is not remedied in a satisfactory manner
        within 5 Business Days after notification in writing to the Servicer by the
        Representative of the Noteholders to remedy such false or incorrect representation or
        warranty; or
(e)     the deterioration of the financial situation of the Servicer is such that its ability to
        continue to manage, recover and collect the Purchased Receivables is materially
        affected in a prejudicial way.
The Servicer will be entitled to resign from its role pursuant to the Servicing Agreement by
giving a 6-month prior written notice to the Issuer and the Representative of the Noteholders, at
any time, provided, however, that any such resignation shall be subject to the condition that,
before the proposed date of resignation, the Servicer has identified a successor servicer
satisfying the requirements set out in the Servicing Agreement and approved by the Issuer and
the Representative of the Noteholders, and such successor servicer has undertaken all the
Servicer’s obligations hereunder by executing a servicing agreement substantially in the form of
the Servicing Agreement.
Any successor servicer shall be a bank or a company enrolled in the register held by the Bank of
Italy pursuant to Article 107 of the Italian Banking Act, operating in Italy and with offices in
Italy, having at least 3 (three) years experience in the administration of claims similar to the
Receivables and/or in the business of in-court and out-of-court recovery of claims for
substantial amounts on behalf of banks and financial companies in Italy. The appointment of the
successor servicer shall be notified in writing to the Rating Agencies by the Issuer and/or the
Representative of the Noteholders and it does not entail any material adverse effect on the Notes
or the Securitisation.
The termination of the Servicer’s appointment will become effective only when a successor
servicer has (i) executed a servicing agreement substantially in the form of the Servicing
Agreement and (ii) become a party to the Intercreditor Agreement.



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Upon any termination of the appointment of the Servicer becoming effective, the Servicer will
be required, inter alia, to (i) make available to the successor servicer all the Contractual
Documents, data, documents, records and information that the Servicer has in any format
concerning the Receivables, the Auto Loans, the Ancillary Rights , the Judicial Proceedings and
the Available Collections, and (ii) transfer to the General Collection Account (or a different
account as the Issuer or the Representative of the Noteholders may direct), any and all amounts
in respect of the Receivables (together with any amounts of interest accrued thereon), which
may be received by the Servicer thereafter.
In addition, the Servicer has agreed that, for a period of time no longer than 12 (twelve) months
from the date any termination of its appointment becomes effective, it will take all steps
necessary to assist and enable the successor servicer to perform its duties as servicer pursuant to
the Servicing Agreement.
Servicing Fees
In consideration of the services to be provided by the Servicer, the Servicer will receive on each
Monthly Settlement Date a monthly fee in respect of the administration, recovery and collection
of the Purchased Receivables equal to (i) 1/12 of 0.50 per cent. of the aggregate Outstanding
Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the
Servicer as at the beginning of the relevant Collection Period (plus VAT if applicable), plus
(ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and all
Defaulted Receivables serviced by the Servicer as at the beginning of the relevant Collection
Period (plus VAT if applicable), provided that the aggregate of the fees paid to the Servicer in
respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the
aggregate Outstanding Balance of all Performing Receivables serviced by the Servicer as at the
beginning of the relevant Collection Period, plus VAT, if applicable.
Monthly and Quarterly Servicing Report
The Servicer will provide (i) the Issuer, the Representative of the Noteholders, the Calculation
Agent and the Corporate Servicer, on each Monthly Servicing Report Date, with the Monthly
Servicing Report and (ii) the Issuer, the Representative of the Noteholders, the Cash Manager,
the Calculation Agent, the Corporate Servicer and the Rating Agencies, on each Quarterly
Servicing Report Date, with the Quarterly Servicing Report.
The Monthly Servicing Report and the Quarterly Servicing Report to be provided by the
Servicer will be in the form attached to the Servicing Agreement and will contain, inter alia,
information in relation to the Available Collections during the immediately preceding monthly
or quarterly period, as the case may be. The Parties may agree on any amendment to the form of
the Servicing Reports attached to the Servicing Agreement which may be deemed necessary or
appropriate in the interest of the Securitisation, provided that any such amendment is notified in
writing to all the recipients.
Governing law and jurisdiction
The Servicing Agreement is governed by, and will be construed in accordance with, Italian law.
Any disputes arising in respect of the Servicing Agreement shall be deferred to the exclusive
jurisdiction of the Courts of Milan.
3.      Cash Allocation, Management and Payment Agreement
Pursuant to the Cash Allocation, Management and Payment Agreement to be entered into on or
prior to the Issue Date between the Issuer, the Account Bank, the Cash Manager, the
Calculation Agent, the Principal Paying Agent, the Italian Paying Agent, the Irish Paying Agent,
and the Representative of the Noteholders, inter alia:

(a)     the Account Bank shall agree to hold and operate the Issuer English Accounts, and to
provide the Issuer with account handling services in relation to the amounts from time to time
standing to the credit of such accounts;



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(b)     the Cash Manager shall agree to manage and administer all amounts of cash standing to
the credit of the Issuer English Accounts, also by instructing the Account Bank to purchase
Eligible Investments in which the credit balance (or as much of the credit balance as is possible
given the cost of the selected Eligible Investments) of any of the Issuer English Accounts can be
invested;

(c)     the Calculation Agent shall agree to provide certain calculation, notification and
reporting services to the Issuer. In addition the Calculation Agent shall agree to prepare the
Investors Report and deliver it to, inter alios, the Issuer, the Representative of the Noteholders,
the Paying Agents and the Cash Manager;

(d)      the Principal Paying Agent and the Italian Paying Agent shall agree, amongst other
things, to determine the Rate of Interest applicable to each Class of Notes during the relevant
Interest Period and to provide certain agency and payment services to the Issuer in relation to
the Notes;

(e)    the Irish Paying Agent shall agree to provide certain agency services in relation to the
Rated Notes being listed on the Irish Stock Exchange.

In consideration for the services so provided, each of the Account Bank, the Cash Manager, the
Calculation Agent, the Principal Paying Agent, the Italian Paying Agent and the Irish Paying
Agent will receive a fee, as separately agreed between each of them and the Issuer, payable in
arrears on each Payment Date.

The Issuer may terminate the appointment of the Account Bank, the Cash Manager, the
Calculation Agent, the Principal Paying Agent, the Italian Paying Agent or the Irish Paying
Agent following the occurrence of any of the termination events specified in the Cash
Allocation, Management and Payment Agreement. Any of the Account Bank, the Cash
Manager, the Calculation Agent, the Principal Paying Agent, the Italian Paying Agent or the
Irish Paying Agent may resign on giving 90 days’ written notice to the Issuer in accordance
with the Cash Allocation, Management and Payment Agreement and the Issuer may at any time
terminate the appointment of any of the Account Bank, the Cash Manager, the Calculation
Agent, the Principal Paying Agent, the Italian Paying Agent or the Irish Paying Agent by giving
to such agent or bank (as the case may be) and the Representative of the Noteholders not less
than 90 days’ written notice to that effect in accordance with the Cash Allocation, Management
and Payment Agreement.

Upon the resignation by or termination of the appointment of any of the Account Bank, the
Cash Manager, the Calculation Agent, the Principal Paying Agent, the Italian Paying Agent or
the Irish Paying Agent, the Issuer will, with the prior written consent of the Representative of
the Noteholders, immediately appoint an account bank, calculation agent, cash manager,
principal paying agent, Italian paying agent or Irish paying agent (as the case may be) provided
that (a) no resignation or termination of the appointment of the Account Bank, the Cash
Manager, the Calculation Agent, the Principal Paying Agent, the Italian Paying Agent or the
Irish Paying Agent shall take effect until a new Account Bank, Cash Manager, Calculation
Agent, Principal Paying Agent, Italian Paying Agent or Irish Paying Agent, as the case may be,
has been appointed and has agreed to be bound by the provisions of the Intercreditor
Agreement, has accepted the pledge created pursuant to the Pledge Agreement and has entered
into an agreement on the same terms mutatis mutandis as the Cash Allocation, Management and
Payment Agreement or on such other terms as the Representative of the Noteholders may
approve; and (b) the relevant appointment has been notified in writing to the Rating Agencies
by the Issuer and/or Representative of the Noteholders.

The Issuer shall procure that any change in the identity of any of the Account Bank, the Cash
Manager, the Calculation Agent, the Principal Paying Agent, the Italian Paying Agent and the




                                                                                              96
Irish Paying Agent will be published as soon as reasonably practicable in accordance with
Condition 16 (Notice to Noteholders).
Issuer Accounts and Account Bank

From the Issue Date the Issuer is required at all times to maintain the following accounts in its
name with the Account Bank:

(a)     the General Collection Account;

(b)     the Principal Account;

(c)     the Interest Account;

(d)     the Cash Reserve Account;

(e)     the Securities Account,

provided that the Cash Reserve Account shall be closed once the amounts standing to the credit
thereof have been fully drawn following integral redemption of the Class A Notes and the Class
B Notes.

Pursuant to the Cash Allocation, Management and Payment Agreement, interest will accrue on
the balance from time to time held to the credit of each of the Issuer English Accounts at a rate
agreed between the Issuer and the Account Bank on the basis of actual days elapsed during a
360 (three hundred and sixty) day year, by crediting the relevant Issuer Account with the
amount thereof on and for value on the first Business Day of each month.

The Account Bank shall waive any set-off, retention and other rights in respect of the relevant
Issuer Accounts held by them.

Under the Cash Allocation Management and Payment Agreement the Account Bank is required
to be an Eligible Institution. If at any time the Account Bank ceases to be an Eligible Institution,
a termination event shall occur and the Issuer will promptly and, in any event within 30 calendar
days of such downgrade, transfer (or procure the transfer by the Account Bank) the relevant
accounts held by such bank to another bank with the appropriate rating to act as Account Bank.
Any such replacement Account Bank shall agree to be bound by the terms of the Intercreditor
Agreement, and, in particular, to the subordination of its claims against the Issuer.

The Cash Manager

Under the terms of the Cash Allocation, Management and Payment Agreement, the Cash
Manager will be appointed by the Issuer as its agent (mandatario con rappresentanza) and will
undertake, inter alia, to perform several services and other ancillary duties as shall be specified
in the Cash Allocation, Management and Payment Agreement and in the other Transaction
Documents.
Calculation Agent and Payments Report
Under the terms of the Cash Allocation, Management and Payment Agreement, the Calculation
Agent will be appointed by the Issuer as its agent (mandatario con rappresentanza), and will
undertake inter alia, to:

(a)     prepare, on or prior to each Calculation Date, the Payments Report (to be made
        available to the Issuer, the Account Bank, the Paying Agents, the Servicer, the
        Representative of the Noteholders, the Swap Calculation Agent, the Rating Agencies,
        the Arrangers and Monte Titoli), subject to the timely receipt by the Calculation Agent
        of the information specified in the Cash Allocation, Management and Payment



                                                                                               97
        Agreement from the other parties to the Securitisation, including, without limitation, the
        Cash Manager, the Servicer and the Swap Calculation Agent;

(b)     prepare the Investors Report on the basis, inter alia, of the information contained in the
        relevant Payments Report and make available the Investors Report to the Issuer, the
        Representative of the Noteholders, the Principal Paying Agent, the Italian Paying
        Agent, the Cash Manager and the Rating Agencies;

(c)     maintain certain books and records on behalf of the Issuer; and

(d)     provide certain other calculation services to the Issuer and the Representative of the
        Noteholders as specified under the Cash Allocation, Management and Payment
        Agreement and the other Transaction Documents.

The Payments Report will contain, inter alia, details of:

(a)     the calculation of the Principal Amount Outstanding (before and after the succeeding
        Payment Date) under the Notes and the interest due and payable on the succeeding
        Payment Date;

(b)     the funds available to the Issuer relating to the Quarterly Reference Period immediately
        preceding the relevant Calculation Date;

(c)     the Principal Payments in relation to each Class of Notes;

(e)     the balance of each of the Issuer Accounts;

(f)     the calculation of the amounts expressed to be due and payable under the Interest Rate
        Swap Agreement on the succeeding Payment Date;

(g)     the payments made during the preceding Quarterly Reference Period to Connected
        Third Party Creditors; and

(h)     the payments or provisions to be made on the succeeding Payment Date in respect of
        the items under the applicable Priority of Payments.

In the absence of the Calculation Agent notifying the Representative of the Noteholders and the
Account Bank of any errors in the Payments Report prior to the Payment Date, the Payments
Report shall be treated as constituting an instruction from the Issuer to the Account Bank and/or
the Cash Manager and/or the Paying Agents to make the payments and transfers referred to
therein.

Principal Paying Agent and Italian Paying Agent
Under the terms of the Cash Allocation Management and Payment Agreement, the Italian
Paying Agent shall:

(a)     two Business Days prior to each Payment, determine and communicate to the Issuer, the
        Calculation Agent, the Corporate Servicer and the Cash Manager the Rate of Interest
        applicable to each Class of Notes during the relevant Interest Period;

(b)     on each Payment Date, together with the Principal Paying Agent arrange and effect,
        respectively, payments in accordance with the amounts set out in the relevant Payments
        Report prepared by the Calculation Agent.

Under the Cash Allocation Management and Payment Agreement the Principal Paying Agent
and the Italian Paying Agent are required to be Eligible Institutions. If at any time any of the



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Principal Paying Agent and/or the Italian Paying Agent ceases to be Eligible Institution, a
termination event shall occur and the Issuer will promptly and, in any event within 30 calendar
days of such downgrade, appoint an entity to act as Principal Paying Agent and/or the Italian
Paying Agent. Any such replacement Principal Paying Agent and/or the Italian Paying Agent
shall agree to be bound by the terms of the Intercreditor Agreement, and, in particular, to the
subordination of its claims against the Issuer.

Irish Paying Agent
Under the terms of the Cash Allocation Management and Payment Agreement the Irish Paying
Agent shall agree to provide certain agency services in relation to the Rated Notes being listed
on the Irish Stock Exchange.

Flow of Funds
The Issuer will only be permitted to pay moneys to and withdraw moneys from the Issuer
Accounts for the purpose of applying such moneys in accordance with the provisions of the
Intercreditor Agreement and the other Transaction Documents. The flow of funds in and out of
each of the Issuer Accounts is summarised in the section entitled “Transaction Summary-
Accounts”.
The Cash Allocation, Management and Payment Agreement will be governed by Italian law.

4.      Interest Rate Swap Agreement

The Interest Rate Swap will be drafted on the basis of the 1992 multicurrency cross border
International Swaps and Derivatives Association Inc. (ISDA) Master Agreement, Schedule and
Cross-Currency Rate Swap Confirmation and the ISDA 2000 Definitions.

On or about the Issue Date, the Issuer will enter into an Interest Rate Swap Agreement with the
Swap Counterparty under the International Swaps and Derivatives Association, Inc. (“ISDA”)
Master Agreement (Multicurrency – Cross Border), Schedule and Confirmation(s).

Pursuant to the Interest Rate Swap Agreement, until the earlier of the Maturity Date and the first
day of the first Calculation Period on which the Principal Amount Outstanding of the Class A
Notes and the Class B Notes is equal to zero, subject, in the case of the Issuer, to the applicable
Priority of Payments, payments under the Interest Rate Swap Agreement will be made as
follows:

(a)      on each Payment Date the Issuer will pay to the Swap Counterparty an amount equal to
a fixed rate calculated on the lower of (a) the aggregate of the Effective Outstanding Balance of
the Performing Receivables on the Determination Date immediately preceding the relevant
Calculation Period (as defined in the Interest Rate Swap Agreement), taking into account the
Effective Outstanding Balance of the Additional Receivables purchased during the month in
which the immediately preceding Payment Date occurred and (b) the aggregate of the Principal
Amount Outstanding of the Class A Notes and the Class B Notes as at the relevant Payment
Date (before payments to be made in accordance with the applicable Priority of Payments on the
relevant Payment Date); and

(b)      on each Swap Payment Date the Swap Counterparty will pay to the Issuer an amount
equal to the (i) 3 month Euribor for any Calculation Period starting during the Revolving Period
or during the Amortisation Period; or (ii) 1 month Euribor for any Calculation Period starting
after the service of a Trigger Notice, calculated on the lower of (a) the aggregate of the Effective
Outstanding Balance of the Performing Receivables on the Determination Date immediately
preceding the relevant Calculation Period (as defined in the Interest Rate Swap Agreement),
taking into account the Effective Outstanding Balance of the Additional Receivables purchased
during the month in which the immediately preceding Payment Date occurred and (b) the
aggregate of the Principal Amount Outstanding of the Class A Notes and the Class B Notes as at


                                                                                               99
the relevant Payment Date (before payments to be made in accordance with the applicable
Priority of Payments on the relevant Payment Date).

Swap Counterparty Downgrade

If, at any time, the rating of the unsecured, unsubordinated and unguaranteed debt obligations of
the Swap Counterparty falls below (1) A1 (if the Swap Counterparty has only a long-term
rating) or A2 or P-1 (if the Swap Counterparty has both a long and short-term rating) by
Moody’s or (2) the short term unsecured, unsubordinated and unguaranteed debt obligations of
the Swap Counterparty falls below A-1 by S&P (collectively the “Minimum Ratings”), then
the Swap Counterparty will be required to take certain remedial measures (as set out in the
Interest Rate Swap Agreement), which may include the following:

(a)   obtaining a guarantee or other support of its obligations under the Interest Swap
Agreement from a third party with the ratings specified under the Interest Rate Swap
Agreement, in an acceptable form and substance to the Rating Agencies;

(b)     transferring all of its obligations under the Interest Rate Swap Agreement to a
replacement third party with the ratings specified under the Interest Rate Swap Agreement; or

(c)   providing collateral in support of its obligations under the Interest Rate Swap
Agreement.

If at any time the rating of the Swap Counterparty falls below a further rating level specified in
the Interest Rate Swap Agreement, the remedial measures available to the Swap Counterparty
may be more limited.

In the event that the Swap Counterparty posts collateral in respect of its obligations under the
Interest Rate Swap Agreement, that collateral will be credited to a separate swap collateral
account. Amounts standing to the credit of such account will be applied solely in returning
collateral directly to, or in satisfaction of amounts owing by or to the Swap Counterparty in
accordance with the Interest Rate Swap Agreement and the credit support annex entered into in
connection with the Interest Rate Swap Agreement.

If the Swap Counterparty fails to take one of the actions described above within the specified
periods referred to in the Interest Rate Swap Agreement, then the Issuer will be entitled to
terminate the Interest Rate Swap Agreement.

The Interest Rate Swap Agreement shall be governed by English law and subject to the
jurisdiction of the English courts.

5.      Intercreditor Agreement

On or prior to the Issue Date, the Issuer, the Representative of the Noteholders (for itself and in
the name and on behalf of the Noteholders) and the Other Issuer Secured Creditors will enter
into an Intercreditor Agreement pursuant to which the parties thereto shall agree on the cash
flow allocation of the funds available to the Issuer and the other Transaction Documents and the
Representative of the Noteholders shall be granted certain rights in relation to the funds
available to the Issuer.

Representative of the Noteholders

Under the Intercreditor Agreement, the Issuer will appoint the Representative of the
Noteholders as its agent (mandatario con rappresentanza) to exercise, upon the service of a
Trigger Notice, in the name and on behalf of the Issuer and in the interest and for the benefit of
the Noteholders and the Other Issuer Secured Creditors, all and any of the Issuer’s rights
deriving from each of the Transaction Documents to which the Issuer is a party, including, inter


                                                                                              100
alia, the right to give directions and instructions to the Other Issuer Secured Creditors and to
operate the Issuer Accounts.

The Intercreditor Agreement further provides that, upon the occurrence of a Specified Event, the
Representative of the Noteholders will have the right to exercise, in the name and on behalf of
the Issuer and in the interest and for the benefit of the Noteholders and the Other Issuer Secured
Creditors, the rights of the Issuer under the Transaction Documents, and to exercise discretions,
authorities or powers, to give the direction or make the determination in respect of which the
Specified Event has occurred.

Priority of Payments and Subordination

During the Revolving Period and the Amortisation Period, funds available to the Issuer will be
applied (i) as to the Available Interest Amount, in accordance with the Pre Enforcement Interest
Priority of Payments set out in Condition 5.1 (Order of Priority - Pre Enforcement Interest
Priority of Payments); and (ii) as to the Available Principal Amount, in accordance with the Pre
Enforcement Principal Priority of Payments set out in Condition 5.2 (Order of Priority - Pre
Enforcement Principal Priority of Payments). Following the service of a Trigger Notice or in
case of early redemption in the circumstances indicated under Conditions 7(c) (Redemption,
Purchase and Cancellation – Redemption for Tax or Regulatory Event) and 7(d) (Redemption,
Purchase and Cancellation – Early Redemption at the Option of the Issuer), the Post
Enforcement Priority of Payments set out in Condition 5.3 (Order of Priority – Post
Enforcement Principal Priority of Payments) will apply.

No other Enforcement Rights

Pursuant to the Intercreditor Agreement, all of the Other Issuer Secured Creditors will appoint
the Representative of the Noteholders, as their agent (mandatario con rappresentanza), so that
the Representative of the Noteholders may, in their name and behalf and also in the interests of
and for the benefit of the Noteholders (who make a similar appointment pursuant to the
Subscription Agreements and the Conditions), inter alia, enter into the Pledge Agreement and
the Deed of Charge and, with effect from the date when the Notes have become due and payable
following a Trigger Notice being served on the Issuer, exercise all of the Issuer Secured
Creditor’s right, title and interest in and to and in respect of the assets charged under the Pledge
Agreement and the Deed of Charge and do any act, matter or thing which it considers necessary
for the protection of the Issuer Secured Creditors’ rights under any of the Transaction
Documents including the power to receive from the Issuer any and all moneys payable by the
Issuer to any Issuer Secured Creditor and take legal proceedings against the Issuer.

Non-Petition

The Issuer Secured Creditors will agree not to take or join in taking steps for the purpose of
petitioning for the liquidation, administration or winding-up of the Issuer or in connection with
any reorganisation or arrangement or composition proceeding in respect of the Issuer, unless
and until it is permitted to do so in accordance with the Conditions and/or the Transaction
Documents, and otherwise, not before the expiry of one year and one day following the final
redemption of the Notes under the Securitisation and of any Further Note issued by the Issuer
under any Further Securitisation.

The Intercreditor Agreement will contain provisions regarding conflicts of interest between
holders of different Classes of Notes and the Other Issuer Secured Creditors. In the exercise of
its powers, authorities, duties and discretions the Representative of the Noteholders shall have
regard to the Noteholders generally and shall also have regard to the interests of the Other Issuer
Secured Creditors and, if there is a conflict between the interests of the Noteholders of each
Class it shall have regard only to the interests of the holders of the Most Senior Class of Notes.
If there is a conflict between the interests of any of the Other Issuer Secured Creditors or if there



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is a conflict between the interests of any Noteholder and any Other Issuer Secured Creditor, then
it shall have regard only to the interests of the Issuer Secured Creditor the amounts owed to
which rank highest in the Pre Enforcement Priority of Payments and the Post Enforcement
Priority of Payments.

No Issuer Secured Creditor may exercise any right of set-off (compensazione) against the Issuer
under the Notes and/or the Transaction Documents or otherwise other than as may be expressly
provided therein.

The Intercreditor Agreement will be governed by Italian law.

6.      Pledge Agreement

The Issuer will grant in favour of the Noteholders and the Other Issuer Secured Creditors a
pledge over all the Issuer’s monetary rights (other than the Portfolio) in, to and under the Rated
Notes Subscription Agreement, the Class C Notes Subscription Agreement, the Master
Receivables Purchase Agreement and each Purchase Agreement, the Servicing Agreement, the
Cash Allocation, Management and Payment Agreement, the Intercreditor Agreement, the
Corporate Services Agreement and the Quotaholder and Undertakings Agreement, as more
particularly provided in the Pledge Agreement.

The Pledge Agreement will be governed by, and construed in accordance with, Italian law. The
Courts of Milan will have exclusive jurisdiction in relation to any disputes arising in connection
with the Pledge Agreement. The exercise of the rights under the Pledge Agreement shall be
conditional upon the service of a Trigger Notice.

7.      Deed of Charge

As further security for the Issuer's obligations towards the Issuer Secured Creditors, under the
terms of the Deed of Charge, the Issuer will create the following security interests in favour of
the Representative of the Noteholders, on trust for the benefit of itself, the Noteholders and the
Other Issuer Secured Creditors: (i) an assignment expressed to be by way of first fixed security
of all of its rights, title, interest and benefit, present and future, in, to and under the Interest Rate
Swap Agreement; (ii) a charge expressed to be by way of first fixed charge over all of its rights,
title, interest and benefit, present and future, in, to and under the Issuer English Accounts,
together with all rights relating or attached thereto; and (iii) a first floating charge over the
whole of its undertaking and all of its property and assets whatsoever and wheresoever situate,
present and future, other than any property or assets from time to time or for the time being
effectively charged by way of fixed charge, or otherwise assigned as security.

Pursuant to the Deed of Charge, the Representative of the Noteholders will, following the
service of a Trigger Notice, hold and exercise the Issuer Secured Creditors’ rights under the
Deed of Charge for the account and benefit of the Issuer Secured Creditors.

The Deed of Charge will be governed by English law.

8.      Corporate Services Agreement

On or prior to the Issue Date, the Issuer and the Corporate Servicer will enter into the Corporate
Services Agreement, pursuant to which the Corporate Servicer will agree to provide certain
administrative and accountancy services to the Issuer.

The services will include the safe-keeping of the documents pertaining to the meetings of the
Issuer’s quotaholders, directors and auditors, maintaining the quotaholders’ register, preparing
tax and accounting records, preparing the Issuer’s annual financial statements and, more
generally, providing every other corporate service which is relevant for the maintenance of the
corporate existence, the licenses of or compliance by the Issuer with applicable provisions of


                                                                                                   102
law that may be necessary in connection with the Securitisation, cooperating, if necessary or
requested by the Issuer, with the other parties involved in the Securitisation.

The Corporate Services Agreement will contain provisions to the effect that upon the
resignation by or termination of the appointment of the Corporate Servicer, the Issuer will, with
the prior written consent of the Representative of the Noteholders, immediately appoint a
successor Corporate Servicer provided that (a) no resignation or termination of the appointment
of the Corporate Servicer shall take effect until a new Corporate Servicer has been appointed
and has agreed to be bound by the provisions of the Intercreditor Agreement, has accepted the
pledge created pursuant to the Pledge Agreement and has entered into an agreement on the same
terms mutatis mutandis as the Corporate Services Agreement or on such other terms as the
Representative of the Noteholders may approve; and (b) the relevant appointment has been
notified in writing to the Rating Agencies by the Issuer and/or Representative of the
Noteholders.
The Corporate Services Agreement will be governed by Italian law.
9.      Quotaholder and Undertakings Agreement

Pursuant to the Quotaholder and Undertakings Agreement to be entered into on or prior to the
Issue Date between the Issuer, the Quotaholder and the Representative of the Noteholders, the
Quotaholder shall (i) assume certain undertakings with respect to, inter alia, the exercise of its
voting rights in the Issuer, and (ii) undertake not to dispose of its interest in the Issuer.

The Quotaholder and Undertakings Agreement will be governed by Italian law.




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                                                CREDIT STRUCTURE

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, any of the Quotaholder, the
Representative of the Noteholders, the Principal Paying Agent, the Italian Paying Agent, the
Irish Paying Agent, the Cash Manager, the Calculation Agent, the Account Bank, the Seller,
the Servicer, the Corporate Servicer, the Swap Counterparty, the Arrangers, the Joint Lead
Managers and the Class C Notes Subscriber (in each case, such person in any capacity in
which it is acting), or any other person. Furthermore, 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.

It is expected that the Rating Agencies will, on issue, assign to the Rated Notes the following
ratings:

                                                                                 Moody’s     S&P



Class A Notes ................................................................      Aaa      AAA

Class B Notes ................................................................       A1          A

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning Rating Agency.

Subordination of Notes as between Classes

The Notes of each Class shall rank pari passu without preference or priority amongst
themselves, provided that, as regards the Notes of each Class with respect to the Notes of each
other Class:

(a)     in respect of the obligation of the Issuer to pay interest on the Notes, the Conditions and
the Intercreditor Agreement provide that, during the Revolving Period and the Amortisation
Period, (i) interest on the Class A Notes shall be paid in priority to interest on the Class B Notes
and the Class C Notes; (ii) interest on the Class B Notes shall be paid in priority to interest on
the Class C Notes, but, in each case, subordinate to the claims of certain other creditors of the
Issuer as more fully specified in the Conditions and in the Intercreditor Agreement or as a result
of mandatory provisions of law;

(b)      in respect of the obligation of the Issuer to repay the principal of the Notes, the
Conditions and the Intercreditor Agreement provide that, during the Revolving Period and the
Amortisation Period, (i) the principal of the Class A Notes shall be repaid in priority to the
principal of the Class B Notes and the Class C Notes; (ii) the principal of the Class B Notes
shall be repaid in priority to the principal of the Class C Notes, but in each case, subordinate to
the claims of certain other creditors of the Issuer as more fully specified in the Conditions and in
the Intercreditor Agreement or as a result of mandatory provisions of law, provided that any
Cash Reserve Released Amount applicable on any Payment Date in or towards satisfaction of a
Class C Principal Payment shall be applied in redeeming the Class C Notes in priority to the
Class A Notes and the Class B Notes, pursuant to the Pre Enforcement Interest Priority of
Payments.

Following the service of a Trigger Notice or in case of early redemption in the circumstances
indicated under Conditions 7(c) (Redemption, Purchase and Cancellation – Redemption for Tax
or Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation – Early Redemption at
the Option of the Issuer) (i) the Class A Notes shall rank pari passu among themselves, but in


                                                                                               104
priority to the other Classes of Notes; (ii) the Class B Notes will be subordinated to the Class A
Notes collectively in point of payment of interest and repayment of principal; (iii) the Class C
Notes will be subordinated to the Class A Notes and the Class B Notes collectively in point of
payment of interest and repayment of principal, but, in each case, subordinate to the claims of
certain other creditors of the Issuer as more fully specified in the Conditions and in the
Intercreditor Agreement or as a result of mandatory provisions of law.

The obligation of the Issuer to pay interest and principal on the Notes will be subject to the
applicable Priority of Payments and the limited recourse provisions set out in Condition 19 (Non
petition and Limited Recourse), and such amounts will only be payable to the extent that the
Issuer has sufficient funds after making payment or providing for the payment of all amounts
required to be paid or provided for pursuant to Condition 5 (Order of Priority) and the relevant
provisions of the Intercreditor Agreement in priority to such payments.
Cash Reserve

On the Issue Date, the Issuer shall credit an amount equal to the Cash Reserve Initial Amount
into the Cash Reserve Account. Thereafter, on each Payment Date, the Issuer shall be entitled to
draw on the Cash Reserve in an amount equal to the Cash Reserve Drawing Amount for
application in accordance with the applicable Priority of Payments. Subject to the sufficiency of
funds available to the Issuer for such purpose and the Pre-Enforcement Interest Priority of
Payments, the Issuer shall at all times maintain an amount in the Cash Reserve Account equal to
the Cash Reserve Required Amount.

The positive difference, if any, between the Cash Reserve Outstanding Amount and the Cash
Reserve Required Amount, as calculated in respect of any Payment Date, will be utilised by the
Issuer to redeem, pari passu and pro rata, on such Payment Date, the Class C Notes pursuant to
the Pre Enforcement Priority of Payments.

The Cash Reserve Required Amount will be reduced to zero (i) on the Calculation Date
immediately preceding the Payment Date on which the Class A Notes and the Class B Notes
will be redeemed in full, and/or (ii) the Maturity Date.

Principal Deficiency Amount

Under the Cash Allocation, Management and Payment Agreement, the Calculation Agent shall
calculate the Principal Deficiency Amount, the Class A Principal Deficiency Amount, and the
Class B Principal Deficiency Amount in respect of each Payment Date.

During the Revolving Period and the Amortisation Period, the Class A Principal Deficiency
Amount and the Class B Principal Deficiency Amount will be established in order to record any
default realised on the Receivables and allocated to the Class A Notes and the Class B Notes.

The Class B Principal Deficiency Amount, in respect of any Payment Date (before application
of the relevant Priority of Payments), shall be an amount equal to the lower of (a) the Principal
Deficiency Net Amount, and (b) the aggregate Principal Amount Outstanding of the Class B
Notes on the previous Payment Date (or, if the relevant Payment Date falls on the First Payment
Date, the Issue Date).

The Class A Principal Deficiency Amount, in respect of any Payment Date (before application
of the relevant Priority of Payments), shall be an amount equal to the greater of (a) zero, and (b)
an amount equal to (i) minus (ii), where (i) is the Principal Deficiency Net Amount; and (ii) is
the Class B Principal Deficiency Amount (as calculated in respect of such Payment Date).

An amount equal to the Class B Principal Deficiency Amount (if any) and/ or the Class A
Principal Deficiency Amount (if any) shall be credited to the Principal Account on each
Payment Date in accordance with and subject to the Pre Enforcement Interest Priority of


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Payments and will be available on such Payment Date for application towards payments
pursuant to the Pre Enforcement Principal Priority of Payments.

Deferred Purchase Price

The Deferred Purchase Price of each Receivable purchased by the Issuer on any Subsequent
Purchase Date will be equal to the aggregate of (i) the DPP Principal Component and (ii) the
DPP Excess Margin Component.

The “DPP Principal Component“ means, for each Additional Receivable assigned to the Issuer,
the amount calculated on the relevant Subsequent Purchase Date as the product between (i) the
Effective Outstanding Balance of that Purchased Receivable and (ii) the applicable DPP
Principal Required Percentage.

The “DPP Principal Required Percentage” means:

(a)     in respect of any Receivable relating to a New Car, not being a Balloon Receivable,
granted to Private Debtors, 0%;

(b)     in respect of any Receivable relating to a New Car, not being a Balloon Receivable,
granted to Commercial Debtors, 2.5% on any Purchase Date on which the Segment 2
Overcollateralization Ratio is lower than or equal to 2.5%, and, on any other Purchase Date, any
percentage such that the Segment 2 Overcollateralization Ratio is not lower than 2.5%;

(c)     in respect of any Balloon Receivable relating to a New Car, granted to Private Debtors,
3.9% on any Purchase Date on which the Segment 3 Overcollateralization Ratio is lower than or
equal to 3.9%, and, on any other Purchase Date, any percentage such that the Segment 3
Overcollateralization Ratio is not lower than 3.9%;

(d)     in respect of any Receivable relating to a Used Car, not being a Balloon Receivable,
granted to Private Debtors, 6.1% on any Purchase Date on which the Segment 4
Overcollateralization Ratio is lower than or equal to 6.1%, and, on any other Purchase Date, any
percentage such that the Segment 4 Overcollateralization Ratio is not lower than 6.1%.

In respect of any Additional Receivable, the Seller shall have the option to indicate, in the
relevant Purchase Offer, an Adjusted Interest Rate in addition to the Contractual Interest Rate,
provided that this Adjusted Interest Rate shall in any case be greater than the Contractual
Interest Rate of that Additional Receivable. In such case, that Adjusted Interest Rate shall be
regarded as the Effective Interest Rate of that Additional Receivable and be used as such for the
determinations and computations to be carried out pursuant to the Transaction Documents, and
the Purchase Price of that Additional Receivable shall be subject to a deferred payment in
addition to the DPP Principal Component (a “Deferred Payment of the Purchase Price”), in an
amount equal to the DPP Excess Margin Component.

The “DPP Excess Margin Component” means, for each Receivable comprised in each Pool,
other than the Initial Pool, the amount calculated on each Purchase Date with reference to the
immediately preceding Cut-Off Date as the positive difference, if any, between (i) the
Outstanding Balance of that Receivable, and (ii) the Adjusted Outstanding Balance of that
Receivable.

The Deferred Purchase Price of each relevant Purchased Receivable transferred to the Issuer on
any Subsequent Purchase Date will be payable by parts to the Seller (a) in respect of the DPP
Excess Margin Component, on the Payment Dates falling after the relevant Purchase Date, and
(b) in respect of the DPP Principal Component on any DPP Payment Date, in accordance with
and subject to the applicable Priorities of Payments.




                                                                                            106
                                    ISSUER ACCOUNTS

Issuer Accounts
From the Issue Date the Issuer is required at all times to maintain the following accounts in its
name with the Account Bank:

(a)     the General Collection Account;

(b)     the Principal Account;

(c)     the Interest Account;

(d)     the Cash Reserve Account; and

(e)     the Securities Account.

provided that the Cash Reserve Account shall be closed once the amounts standing to the credit
thereof have been fully drawn following the integral redemption of the Class A Notes and the
Class B Notes, in accordance with the provisions of the Cash Management Agreement and the
Intercreditor Agreement.

In addition the Issuer shall maintain with Banca Antoniana Popolare Veneta S.p.A. the
Expenses Account.

Pursuant to the Cash Allocation, Management and Payment Agreement, the Issuer Accounts
(other than the Expenses Account) will be held with an Eligible Institution.




                                                                                            107
                        TERMS AND CONDITIONS OF THE NOTES

     Euro 816,000,000 Class A Asset Backed Floating Rate Notes due October 2020
      Euro 34,000,000 Class B Asset Backed Floating Rate Notes due October 2020
Euro 18,700,000 Class C Asset Backed Fixed Rate and Variable Return Notes due October
                                         2020

GENERAL

The Euro 816,000,000 Class A Asset Backed Floating Rate Notes due October 2020, the
Euro 34,000,000 Class B Asset Backed Floating Rate Notes due October 2020 and the
Euro 18,700,000 Class C Asset Backed Fixed Rate and Variable Return Notes due October
2020 shall be issued on the Issue Date by the Issuer. The Issuer is a company incorporated with
limited liability under the laws of the Republic of Italy in accordance with the Securitisation
Law, whose registered office is at Via Alfieri, 1 Conegliano (TV), Italy. The Issuer is registered
in the register held by the Ufficio Italiano dei Cambi pursuant to the Italian Banking Act under
number 38995, in the special register of financial intermediaries held by the Bank of Italy
pursuant to Article 107 of the Italian Banking Act and in the register of enterprises held in
Treviso under number 04104170263. The Issuer shall issue the Notes pursuant to its by-laws for
the purpose of financing, inter alia, the payment of the Principal Component Purchase Price of
the Initial Pool and funding the Cash Reserve.

On or prior to the Issue Date, the Issuer shall publish the Prospectus, which shall constitute the
“Prospetto Informativo” for the purposes of Article 2, paragraph 3 of the Securitisation Law in
respect of the Notes. Copies of the Prospectus will be available, upon request, to the holder of
any Note during normal business hours at the offices of the Issuer, the Representative of the
Noteholders and the Corporate Servicer.

This section headed “General” shall constitute an essential part of, and shall have the same force
and effect as if it were set out in, the terms and conditions of the Notes set out below. The Notes
contain summaries, and are subject to the detailed provisions, of the Transaction Documents.

The principal source of payment of amounts due and payable in respect of the Notes will be
collections and recoveries made in respect of the various Pools of Receivables purchased by the
Issuer from the Seller pursuant to and in accordance with the Master Receivables Purchase
Agreement.

Pursuant to the provisions of Article 3, paragraph 2 of the Securitisation Law, the Portfolio is
segregated by operation of the Securitisation Law from all other assets of the Issuer (including
any assets relating to any Further Securitisation which the Issuer may perform in the future),
and the Portfolio and the Available Collections, once received by the Issuer and credited to the
Issuer Accounts, will only be available, both prior to and following a Winding-Up of the Issuer,
to satisfy the obligations of the Issuer to the Noteholders, to pay taxes, costs, fees, liabilities or
expenses due to the Issuer’s creditors under the Transaction Documents and to pay any other
creditor of the Issuer in respect of costs, fees or expenses of the Issuer to such other creditor in
relation to the Securitisation.

Pursuant to the Rated Notes Subscription Agreement to be entered into on or prior to the Issue
Date, between the Issuer, the Representative of the Noteholders, the Arrangers and the Joint
Lead Managers, the Joint Lead Managers shall agree to subscribe for the Rated Notes. Pursuant
to the Class C Notes Subscription Agreement to be entered into on or prior to the Issue Date
between the Issuer, the Representative of the Noteholders and the Class C Notes Subscriber, the
Class C Notes Subscriber shall agree to subscribe for the Class C Notes. Under the Subscription
Agreements, the Joint Lead Managers and the Class C Notes Subscriber, as the case may be, as
initial subscribers of the Notes of the relevant Class or Classes, will appoint Securitisation
Services as Representative of the Noteholders to perform, in their name and behalf and in the


                                                                                                 108
name and on behalf of all subsequent Noteholders of the relevant Class, the activities described
in these Conditions and the other Transaction Documents and Securitisation Services will
accept such appointment.

Pursuant to the Master Receivables Purchase Agreement, the Seller agreed to sell on the First
Purchase Date the Initial Pool to the Issuer without recourse (pro soluto) and during the
Revolving Period on a monthly basis, the Seller may propose to the Issuer to purchase
Additional Pools and the Issuer shall purchase the Additional Pools offered for transfer pursuant
to Articles 1 and 4 of the Securitisation Law. Pursuant to the Master Receivables Purchase
Agreement, the Seller has warranted and represented to the Issuer certain matters in relation to,
inter alia, itself, the Portfolio and the Securitisation. The Master Receivables Purchase
Agreement provides for certain remedies available to the Issuer in respect of breaches of
representation and warranty by the Seller.

Pursuant to the Servicing Agreement, the Servicer has agreed to administer, service and collect
all cash payments in respect of the Portfolio on behalf of the Issuer. The receipt of the cash
collections in respect of the Portfolio is the responsibility of the Servicer.

The Servicer shall ensure the proper segregation of the Issuer’s accounting and property from its
own activities and the assets relating to any Further Securitisation and the Servicer, as “soggetto
incaricato della riscossione dei crediti e dei servizi di cassa e pagamento”, 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.

Pursuant to the Cash Allocation, Management and Payment Agreement to be entered into on or
prior to the Issue Date between the Issuer, the Account Bank, the Cash Manager, the
Calculation Agent, the Principal Paying Agent, the Italian Paying Agent, the Irish Paying Agent
and the Representative of the Noteholders (i) the Account Bank has agreed to hold and operate
the Issuer English Accounts, and to provide the Issuer with account handling services in relation
to moneys or securities from time to time standing to the credit of such accounts, (ii) the Cash
Manager shall invest, directly and/or through the Account Bank, moneys from time to time
standing to the credit of the Issuer English Accounts in Eligible Investments, (iii) the
Calculation Agent has agreed to provide certain calculation, notification and reporting services
to the Issuer, (iv) the Principal Paying Agent has agreed to determine the rate of interest
applicable from time to time on the Notes and together with the Italian Paying Agent arrange on
behalf of the Issuer for the payment of interest and repayment of principal on the Notes, and (v)
the Irish Paying Agent has agreed to provide certain agency services in relation to the Rated
Notes being listed on the Irish Stock Exchange.

In particular, on each Payment Date, the Principal Paying Agent and the Account Bank shall
effect payments to the Noteholders and the Other Issuer Secured Creditors, respectively, in
accordance with the Payments Report prepared by the Calculation Agent pursuant to the Cash
Allocation, Management and Payment Agreement.

Pursuant to the Interest Rate Swap Agreement to be entered into on or prior to the Issue Date
between the Issuer, the Swap Counterparty and the Representative of the Noteholders, the Issuer
shall enter into an interest rate swap to hedge the interest rate risk exposure of the Issuer in
relation to its floating rate interest obligations under the Rated Notes.

Pursuant to the Corporate Services Agreement to be entered into on or prior to the Issue Date
between the Issuer, the Corporate Servicer and the Representative of the Noteholders, the
Corporate Servicer shall agree to provide certain corporate administration and management
services to the Issuer.

Pursuant to the Intercreditor Agreement to be entered into on or prior to the Issue Date,
between, inter alios, the Issuer, the Seller, the Representative of the Noteholders for itself and as



                                                                                                109
representative of the Noteholders and the Other Issuer Secured Creditors, the parties thereto
shall agree on the cash flow allocation of the proceeds in respect of the Portfolio and the rights
of the Representative of the Noteholders to exercise the Issuer Security and the Representative
of the Noteholders shall be granted certain rights in relation to the Portfolio. Under the terms of
the Intercreditor Agreement, the Issuer shall, among other things, grant 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 Secured 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 Portfolio, including the right to sell it in whole or in part, in the interest of the
Noteholders and the Other Issuer Secured Creditors.

Pursuant to the Quotaholder and Undertakings Agreement to be entered into on or prior to the
Issue Date between the Issuer, the Quotaholder and the Representative of the Noteholders, the
Quotaholder (i) has assumed certain undertakings with respect to, inter alia, the exercise of its
voting rights in the Issuer, and (ii) has undertaken not to dispose of its interest in the Issuer.

Pursuant to the Pledge Agreement to be entered into on or prior to the Issue Date between the
Issuer and the Representative of the Noteholders, the Issuer shall, inter alia, pledge in favour of
the Noteholders and the Other Issuer Secured Creditors all its rights (with the exclusion of its
rights in respect of the Portfolio and the relevant Available Collections) in respect of all
monetary claims and rights and all the amounts payable from time to time to the Issuer pursuant
to the Master Receivables Purchase Agreement, the Servicing Agreement, the Intercreditor
Agreement, the Subscription Agreements, the Cash Allocation, Management and Payment
Agreement and the Quotaholder and Undertakings Agreement.

Pursuant to the Deed of Charge to be entered into on or prior to the Issue Date between the
Issuer and the Representative of the Noteholders, the Issuer shall charge in favour of the
Representative of the Noteholders to hold on trust for the Noteholders and the Other Issuer
Secured Creditors all of the Issuers’ rights under the Interest Rate Swap Agreement and the
Issuer English Accounts.

Subject to and in accordance with the provisions of the Cash Allocation, Management and
Payment Agreement and the Intercreditor Agreement, the Issuer has established and shall
maintain the General Collection Account, the Principal Account, the Interest Account, the Cash
Reserve Account, and the Securities Account with the Account Bank and the Expenses Account
with Banca Antoniana Popolare Veneta S.p.A.. The Issuer Accounts shall be operated subject to
and in accordance with the provisions of the Cash Allocation, Management and Payment
Agreement and the Intercreditor Agreement.

Copies of the Transaction Documents will be available for inspection at the registered office of
the Issuer and the Corporate Servicer and the Irish Paying Agent.

The statements in these Conditions relating to the Notes include summaries of, and are subject
to, the detailed provisions of the Transaction Documents. No amendment of the provisions of
these Conditions shall constitute a novation (novazione) of the Notes within the meaning of
Article 1230 of the Italian Civil Code.

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
none of the Joint Lead Managers or the Class C Note Subscriber (acting in such capacity) shall



                                                                                               110
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 the Representative of the Noteholders (or
any permitted assignee or successor) of its duties as Representative of the Noteholders provided
in the Transaction Documents and these Conditions.

Unless the context otherwise requires, any reference in these Conditions to (a) any agreement or
other document shall be construed as a reference to the relevant agreement or document as the
same may have been, or may from time to time be, replaced, extended, amended, varied,
novated, supplemented or superseded, (b) any law, statutory provision or legislative enactment
shall be deemed also to refer to any re-enactment, modification or replacement thereof and any
statutory instrument, order or regulation made thereunder or under any such re-enactment and
(c) a person acting in a specified capacity shall include references to that person’s successors,
permitted assignees, permitted transferees and any further or other person and all persons
deriving title under or through it and/or for the time being acting in such capacity.

Headings used in these Conditions are for ease of reference only and shall not affect their
interpretation.

1.      DEFINITIONS

For the purposes of these Conditions, capitalised terms not otherwise defined herein shall,
unless the context otherwise requires, have the meanings given to them in the Glossary of
Terms.

2.      FORM, DENOMINATION, TITLE

(a)     The Notes are issued in denominations of Euro 100,000.

(b)     The Notes are issued in dematerialised form (emesse in forma dematerializzata) on the
        terms of and subject to these Conditions and will be held in such form on behalf of the
        Noteholders, until redemption or cancellation thereof, by Monte Titoli for the account
        of the relevant Monte Titoli Account Holders in accordance with Decree 213/98 and
        Resolution No. 11768. Monte Titoli shall act as depository for Clearstream and
        Euroclear.

(c)     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, shall (to the
        fullest extent permitted by applicable laws) be entitled to 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 such Note shall be overdue and
        notwithstanding any notice to the contrary, any notice of ownership or writing thereon
        or notice of any previous loss or theft thereof or any interest therein) and shall not be
        liable for doing so.

(d)     Title to the Notes will at all times be evidenced by book-entries in accordance with the
        provisions of Decree 213/98 and Resolution No. 11768. No certificate or 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.

(e)     The rights arising from the Issuer Security Documents 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.

(f)     Ownership of the Notes by a United States person may be subject to United States tax
        law restrictions. Any United States person who holds this obligation will be subject to


                                                                                             111
      limitations under United States income tax laws, including the limitations provided in
      sections 165(j) and 1287(a) of the U.S. Internal Revenue Code.

3.    STATUS, SEGREGATION AND SECURITY

(a)   The Notes constitute direct and limited recourse obligations of the Issuer, giving rise to
      rights of the Noteholders that are (i) preferred over the proceeds of certain segregated
      assets of the Issuer relating to the Securitisation (as set forth in more detail in paragraph
      (c) of this Condition 3, and (ii) secured over certain other assets of the Issuer relating to
      the Securitisation. Payments of interest, principal and any other amounts under the
      Notes will be funded solely from the proceeds of the Portfolio, together with such other
      amounts as the Issuer may derive from and in accordance with the Transaction
      Documents (together, the “Securitisation Assets”).

(b)   By operation of the Securitisation Law, the Portfolio and the Available Collections,
      when received by the Issuer and credited to the Issuer Accounts, are segregated
      (segregato) under Italian law from all other assets of the Issuer and will only be
      available to satisfy the obligations of the Issuer to the Noteholders, the Issuer Secured
      Creditors and Connected Third Party Creditors in the order of priority set out in these
      Conditions, subject to the terms of the Intercreditor Agreement. In addition, the rights of
      the Noteholders and the Other Issuer Secured Creditors are secured over certain other
      assets of the Issuer relating to the Securitisation pursuant to the Issuer Security
      Documents.

(c)   The Notes of each Class will at all times rank pari passu without preference or priority
      amongst themselves. The rights of the Noteholders in respect of the priority of payment
      of interest and principal during the Revolving Period and the Amortisation Period are
      set out in Condition 5.1 (Order of Priority – Pre Enforcement Interest Priority of
      Payments) and Condition 5.2 (Order of Priority – Pre Enforcement Principal Priority
      of Payments), respectively, and are subject to the provisions of the Intercreditor
      Agreement. The rights of the Noteholders in respect of the priority of payment of
      interest and principal following the delivery by the Representative of the Noteholders of
      a Trigger Notice or in case of early redemption in the circumstances indicated under
      Conditions 7(c) (Redemption, Purchase and Cancellation – Redemption for Tax or
      Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation – Early
      Redemption at the Option of the Issuer) are set out in Condition 5.3 (Order of Priority –
      Post Enforcement Priority of Payments) and are subject to the provisions of the
      Intercreditor Agreement. Payments in respect of the Notes are subordinated to certain
      prior ranking amounts due from the Issuer as set out in Condition 5 (Order of Priority),
      and are subject to the provisions of the Intercreditor Agreement.

(d)   Where the Rating Condition has been satisfied with respect to any event or action to be
      taken, the Representative of the Noteholders in considering whether such event or
      action is materially prejudicial to the interests of the Noteholders of any Class (the “No
      Material Prejudice Test”) shall be entitled to take into account the satisfaction of the
      Rating Condition; provided that the Representative of the Noteholders shall continue to
      be responsible for taking into account, for the purpose of the No Material Prejudice
      Test, all other matters which would be relevant to the No Material Prejudice Test.

(e)   The Representative of the Noteholders may, in its absolute discretion, at any time and
      having regard to the particular circumstances then applicable, convene a Meeting or
      Meetings of a specific Class or Classes of Noteholders.

(f)   The rights, claims and remedies of the Noteholders of each Class and of each Other
      Issuer Secured Creditor in respect of the obligations owed by the Issuer to the
      Noteholders of such Class and each such Other Issuer Secured Creditor, as the case may



                                                                                              112
        be, in respect of the Issuer Security and the Portfolio and other Securitisation Assets
        shall at all times (whether before or after the service of a Trigger Notice) be
        subordinated to the rights, claims and remedies of all the Noteholders, all Other Issuer
        Secured Creditors and all Connected Third Party Creditors whose rights, claims and
        remedies in respect of (i) the obligations owed by the Issuer to such creditor(s) and/or
        (ii) the Issuer Security and/or (iii) the Portfolio and/or (iv) the other Securitisation
        Assets rank by operation of law or are expressed pursuant to these Conditions or the
        Intercreditor Agreement to rank in priority to the rights, claims and remedies of the
        Noteholders of such Class and/or of such Other Issuer Secured Creditor, as the case
        may be. Furthermore, each Noteholder and each Other Issuer Secured Creditor agrees
        and acknowledges that until all sums required by these Conditions and the terms of the
        Intercreditor Agreement to be paid in priority thereto have been paid or discharged in
        full (and then if and only to the extent that the Issuer shall have funds available to pay
        such amounts and shall be permitted to pay such amounts in accordance with these
        Conditions and the terms of the Intercreditor Agreement together with all other amounts
        payable pari passu therewith), no amount payable by the Issuer to any Noteholder or
        any Other Issuer Secured Creditor under these Conditions or under any other
        Transaction Document shall be capable of becoming payable, nor shall it be paid or
        discharged to it.

4.      COVENANTS

Subject to the proviso below, for so long as any amount remains outstanding in respect of the
Notes of any Class, the Issuer, save with the prior written consent of the Representative of the
Noteholders, or as expressly provided in these Conditions or in any of the Transaction
Documents, shall not (to the extent permitted by Italian law), nor shall cause or permit
shareholders’ meetings to be convened in order to:

(a)     Negative pledge and non-disposal

        create or permit to subsist any Security Interest of any kind (unless arising by operation
        of law) over any of its property, assets or undertakings, present or future, the Issuer
        Security, the Portfolio, or the other Securitisation Assets or sell, lend, or otherwise
        dispose of all or any part of its property, assets or undertakings, present or future, the
        Issuer Security, the Portfolio, or the other Securitisation Assets;

(b)     Use of property

        use, invest, sell, transfer, exchange, factor, assign, lease, hire out, lend or dispose of, or
        otherwise deal with, any of its property, assets or undertakings, present or future, the
        Issuer Security, the Portfolio, or the other Securitisation Assets or any interest, right or
        benefit in respect of any thereof or grant any option or right to acquire the same or agree
        or attempt or purport to do any of the same;

(c)     Restrictions on activities

           (i) without prejudice to the proviso below, engage in any activity whatsoever
               which is not incidental to or necessary in connection with any of the activities
               which the Transaction Documents (or the transaction documents in relation to
               any subsequent issue of debt securities by it and/or the terms and conditions
               relating thereto) provide for, or envisage that the Issuer may engage in, or any
               other activity necessary in connection therewith or incidental thereto;

          (ii) have any subsidiary or affiliate (società controllata or società collegata within
               the meaning of Article 2359 of the Italian Civil Code), participations in other




                                                                                                 113
               companies or subsidiary undertakings of any other nature or have any
               employees or premises; or

        (iii) at any time approve or agree or consent to any act or thing whatsoever which in
              the opinion of the Representative of the Noteholders is materially prejudicial to
              the interests of the Noteholders or any Class thereof under the Notes or the
              Transaction Documents or do, or permit to be done, any act or thing in relation
              thereto which in the opinion of the Representative of the Noteholders is
              materially prejudicial to the interests of the Noteholders or any Class thereof
              under the Transaction Documents;

(d)   Dividends and distributions

      pay any dividend or make any other distribution or repayment to its shareholders, issue
      any further shares or otherwise increase its share capital other than when so required by
      applicable law;

(e)   Borrowings

      without prejudice to the provision below, create, incur or permit to subsist any
      indebtedness whatsoever in respect of borrowed money whatsoever or give any
      guarantee or indemnity or become obliged in respect of indebtedness or of any
      obligation of any person;

(f)   Merger

      amalgamate, consolidate or merge with any other person or convey or transfer its
      properties or assets substantially or in their entirety to any other person;

(g)   No variation or waiver

      permit (i) any of the Transaction Documents to which it is a party to become invalid or
      ineffective; (ii) the priority of the Issuer Security to be amended, released, postponed or
      discharged or consent to any variation of, or exercise any powers of consent or waiver
      pursuant to the terms of, any such Transaction Documents; or (iii) permit any party to
      any of such Transaction Documents or any other person whose obligations form part of
      the Issuer Security to be released from its obligations;

(h)   Bank accounts

      have an interest in any bank account other than the Issuer Accounts, unless that account
      or interest is charged by way of security on terms acceptable to the Representative of
      the Noteholders (or the Representative of the Noteholders has waived such
      requirement);

(i)   Statutory documents

      amend, supplement or otherwise modify its deed of incorporation (atto costitutivo)
      and/or by-laws (statuto) other than when so required by applicable law or by any
      regulatory authority having jurisdiction over it;

(j)   Separateness

      permit or consent to any of the following occurring:




                                                                                            114
        (iv) its books and records relating to the Securitisation being maintained with or co-
             mingled with those of any other person or entity or pertaining to any Further
             Securitisation;

        (v)   its bank accounts relating to the Securitisation and the debts represented thereby
              being co-mingled with those of any other person or entity or pertaining to any
              Further Securitisation;

        (vi) its assets or revenues relating to the Securitisation being co-mingled with those
             of any other person or entity or pertaining to any Further Securitisation; or

       (vii) its business being conducted other than in its own name;

      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 and the
                      Securitisation are maintained;

              (B)     all corporate formalities with respect to its affairs are observed in
                      compliance with the Securitisation Law;

              (C)     separate stationery, invoices and cheques are used in respect of the
                      Securitisation;

              (D)     it always holds itself out as a separate entity and constantly ensure
                      distinction and separateness between the Securitisation and any Further
                      Securitisation; and

              (E)     any known misunderstandings regarding its separate identity and the
                      distinction between the Securitisation and any Further Securitisation are
                      corrected as soon as possible;

(k)   Compliance with applicable law

      cease to comply with any applicable law or any necessary corporate formality;

(l)   Residency and centre of main interests

      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,

      provided that nothing in this Condition 4 shall prevent or restrict the Issuer from:

         (i) entering into Further Securitisations comprising, specifically, issuing further
             debt securities (“Further Notes”), acquiring further receivables or portfolios of
             receivables of any kind pursuant to the Securitisation Law (including by
             granting loans pursuant to Article 7 thereof) which receivables will constitute
             separate receivables (“Further Securitisations Portfolios” the securitisation of
             which being a “Further Securitisation”) and entering into agreements and
             transactions relating thereto, including the opening or operating of bank
             accounts in connection therewith (“Further Transactions”) financed or to be
             financed by the issue of Further Notes and in respect of which security may be
             granted over such Further Securitisation Portfolios and/or any right, benefit,
             agreement, instrument, document or other asset of the Issuer relating thereto or
             to such Further Transactions to secure such Further Notes and/or the rights of


                                                                                             115
any person in connection with such Further Transactions (“Further Security”),
provided that:

(A)     the Issuer confirms in writing to the Representative of the Noteholders
        and the Rating Agencies that such Further Security (if any) is
        constituted separately from the security constituted by the Issuer
        Security and does not include or comprise any asset over or in respect
        of which security is constituted by the Transaction Documents or
        otherwise relating to the Securitisation;

(B)     the Issuer confirms in writing to the Representative of the Noteholders
        and the Rating Agencies that the terms and conditions of such 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 of the Issuer comprised
        within the relevant Further Securitisation Portfolio and/or secured by
        the relevant Further Security (if any) and/or relating to the Further
        Transaction and that the terms and conditions of such Further Notes
        contain limitations on the right of the holders of such Further Notes to
        take action against the Issuer, including in respect of Insolvency
        Proceedings relating to the Issuer, comparable (although not necessarily
        identical) to those contained in the Intercreditor Agreement and these
        Conditions;

(C)     the Issuer confirms in writing to the Representative of the Noteholders
        and the Rating Agencies that each person which is a party to any
        transaction document in connection with such Further Transaction has
        agreed that the obligations of the Issuer to such party are limited
        recourse obligations, limited to some or all of the assets of the Issuer
        comprised within the relevant Further Securitisation Portfolio and/or
        secured by the relevant Further Security (if any) and/or relating to the
        Further Transaction and has agreed to limitations on its right to take
        action against the Issuer, including in respect of Insolvency
        Proceedings relating to the Issuer comparable (although not necessarily
        identical) to those contained in the Intercreditor Agreement; and these
        Conditions;

(D)     each Rating Agency has confirmed in writing that the relevant Rating
        Condition is satisfied;

(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
               provision; and

(F)     the Representative of the Noteholders is satisfied that conditions (A) to
        (E) of this provision 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



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                of any of the Transaction Documents (as it may itself consent thereto on behalf
                of Noteholders and the Other Issuer Secured Creditors) or may impose such
                other conditions or requirements as the Representative of the Noteholders may
                deem reasonable and 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; or

           (ii) carrying out any activity which is incidental to maintaining its corporate
                existence and complying with laws and regulations applicable to it or order of
                any competent authority.

5.      ORDER OF PRIORITY

5.1     PRE ENFORCEMENT INTEREST PRIORITY OF PAYMENTS

During the Revolving Period and the Amortisation Period and subject to Condition 5.4 (Order
of Priority – Payments to Connected Third Party Creditors), the Issuer shall, on each Payment
Date and on the basis of computations to be made by the Calculation Agent on the immediately
preceding Calculation Date, apply or procure the application of the Available Interest Amount
in the following order of priority, in each case, only if and to the extent that payments (or
retentions of sums) of a higher priority have been made in full:

(a)      first, pari passu and pro rata according to the respective amounts thereof, in or towards
satisfaction of (i) all costs, taxes and expenses required to be paid in order to preserve the
corporate existence of the Issuer or to maintain it in good standing or to comply with applicable
legislation and regulations or to be paid by any applicable law to any Connected Third Party
Creditor to the extent that such costs, taxes and expenses are not met by utilising the amounts
standing to the credit of the Expenses Account, (ii) all costs and taxes required to be paid to
maintain the rating of the Notes and in connection with the listing, registration and deposit of
the Notes, or any notice to be given to the Noteholders or the other parties to the Transaction
Documents;

(b)    second, in or towards satisfaction of payment of the fees, expenses and all other
amounts due to the Representative of the Noteholders;

(c)      third, in or towards transfer into the Expenses Account of the amount (if any) necessary
to ensure that the balance standing to the credit of the Expenses Account as at such Payment
Date is equal to the Retention Amount;

(d)     fourth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of (i) the fees, expenses and all other amounts due and payable to the Cash
Manager, the Calculation Agent, the Account Bank, the Paying Agents and the Corporate
Servicer, (ii) the Servicing Fees to the Servicer;

(e)     fifth, in or towards satisfaction of the payment to the Seller of the Interest Component
Purchase Prices of the Receivables purchased on previous Subsequent Purchase Dates and not
yet paid;

(f)   sixth, in or towards satisfaction of the payment of any Net Swap Amounts due to the
Swap Counterparty under the Interest Rate Swap Agreement;

(g)     seventh, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of (i) all interest due and payable on the Class A Notes as at such Payment
Date, and (ii) any Swap Termination Amount (other than any Swap Termination Amount
referred to in paragraph (l) below);




                                                                                             117
(h)    eighth, in or towards satisfaction of the transfer to the credit of the Principal Account of
an amount equal to the Class A Principal Deficiency Amount as calculated in respect of such
Payment Date;

(i)    ninth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of all interest due and payable on the Class B Notes as at such Payment
Date;

(j)    tenth, in or towards satisfaction of the transfer to the credit of the Principal Account of
an amount equal to the Class B Principal Deficiency Amount as calculated in respect of such
Payment Date;

(k)    eleventh, in or towards satisfaction of the transfer to the Cash Reserve Account of the
Cash Reserve Replenishment Amount;

(l)     twelfth, in or towards satisfaction of the payment of any Swap Termination Amount due
to the Swap Counterparty pursuant to the Interest Rate Swap Agreement, if the relevant early
termination results from the Swap Counterparty being the Defaulting Party or, following a Swap
Counterparty Rating Event, the Affected Party (each as defined in the Interest Rate Swap
Agreement);

(m)    thirteenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of all interest due and payable on the Class C Notes as at such Payment
Date;

(n)     fourteenth, in or towards satisfaction of the transfer to the credit of the Principal
Account of an amount equal to the Principal Deficiency DPP Component Amount, as calculated
in respect of such Payment Date;

(o)      fifteenth, in or towards satisfaction of the payment of the Interest Component Purchase
Price of the Initial Receivables or of any portion of Interest Component Purchase Price of the
Initial Receivables remaining unpaid on such Payment Date;

(p)    sixteenth, in or towards satisfaction of the payment of any amount of Due DPP Excess
Margin Component due and payable in respect of the Receivables as calculated on such
Payment Date;

(q)      seventeenth, provided that Cash Reserve Outstanding Amount exceeds the Cash
Reserve Required Amount, pari passu and pro rata according to the respective amounts thereof,
in or towards satisfaction of the Class C Principal Payment;

(r)      eighteenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of any other amount due and payable to the Seller and the Other Issuer
Secured Creditors pursuant to the Transaction Documents to which they are, respectively, a
party, to the extent not already paid under this Priority of Payment and not to be paid pursuant
to the Pre-Enforcement Principal Priority of Payments; and

(s)    nineteenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of the payment of the Variable Return on the Class C Notes.

5.2     PRE ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS

During the Revolving Period and the Amortisation Period and subject to Condition 5.4 (Order
of Priority – Payments to Connected Third Party Creditors) and on the basis of computations to
be made by the Calculation Agent on the immediately preceding Calculation Date, the Issuer
shall, on each Payment Date, apply or procure the application of the Available Principal



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Amount in the following order of priority, in each case, only if and to the extent that payments
(or retentions of sums) of a higher priority have been made in full:

(a)      first, in or towards satisfaction of the payments referred to in paragraphs (a) to (g)
(inclusive) of the Pre Enforcement Interest Priority of Payments, to the extent that such
payments are not made in full in accordance with the Pre Enforcement Interest Priority of
Payments;

(b)      second, during the Revolving Period, in or towards satisfaction of (i) the payment to the
Seller of the Principal Component Purchase Price of each Receivable purchased on the
Subsequent Purchase Date falling immediately prior to such Payment Date, in a maximum
amount equal to the Available Purchase Amount and to the extent that such Principal
Component Purchase Price has not been set-off with Non-Conformity Rescission Amounts or
Rescheduling Indemnification Amounts (if any), and (ii) the crediting of any Collateral
Integration Amount in respect of such Payment Date into the Principal Account;

(c)      third, during the Amortisation Period (only) or in case of a Partial Early Amortisation
Event, pari passu and pro rata according to the respective amounts thereof, in or towards
satisfaction of the Class A Principal Payments or the relevant Partial Early Amortisation
Amount due to the Class A Noteholders, provided that, during the Initial Period, any amount to
be paid under this paragraph (c) shall be retained in the Principal Account and shall be paid to
the relevant payee on the first Payment Date immediately succeeding the expiry of the Initial
Period;

(d)      fourth, in or towards satisfaction of the payment of the amounts referred to in paragraph
(i) of the Pre Enforcement Interest Priority of Payments, to the extent that such payments are not
made in full in accordance with the Pre Enforcement Interest Priority of Payments;

(e)      fifth, during the Amortisation Period (only), or in case of a Partial Early Amortisation
Event, pari passu and pro rata according to the respective amounts thereof, in or towards
satisfaction of the Class B Principal Payments or the relevant Partial Early Amortisation
Amount due to the Class B Noteholders, provided that, during the Initial Period, any amount to
be paid under this paragraph (e) shall be retained in the Principal Account and shall be paid to
the relevant payee on the first Payment Date immediately succeeding the expiry of the Initial
Period;

(f)      sixth, in or towards satisfaction of the payment of the Due DPP Principal Component
payable to the Seller in accordance with the provisions of the Master Receivables Purchase
Agreement, provided that if the relevant Payment Date is not a DPP Payment Date, any amount
to be paid under this paragraph (f) shall be retained in the Principal Account and shall be paid to
the relevant payee on the first Payment Date being a DPP Payment Date;

(g)     seventh, on each Payment Date falling after the expiry of the Initial Period, if no
amounts of principal under the Class A Notes and the Class B Notes are or will be outstanding
on such Payment Date, and after satisfaction of any amount of principal due on the Class C
Notes pursuant to the Pre Enforcement Interest Priority of Payments, pari passu and pro rata
according to the respective amounts thereof, in or towards satisfaction of the repayment of the
Principal Amount Outstanding of the Class C Notes as at such Payment Date;

(h)    eighth, if no amounts of principal under the Rated Notes are or will be outstanding on
such Payment Date, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of the payment of Variable Return on the Class C Notes.




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5.3     POST ENFORCEMENT PRIORITY OF PAYMENTS

Following service of a Trigger Notice or in the circumstances set out in Conditions 7(c)
(Redemption, Purchase and Cancellation - Redemption for Tax or Regulatory Event) and 7(d)
(Redemption, Purchase and Cancellation - Early redemption at the option of the Issuer), on the
first Business Day of each calendar month or on any Payment Date in the circumstance set out
in Conditions 7(c) (Redemption, Purchase and Cancellation - Redemption for Tax or
Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation - Early redemption at the
option of the Issuer) as applicable, all amounts received or recovered by the Issuer and/or the
Representative of the Noteholders in respect of the Portfolio and/or the Issuer Security and/or
the other Securitisation Assets shall be applied by or on behalf of the Issuer or the
Representative of the Noteholders (as the case may be), respectively, as follows, in each case,
only if and to the extent that payments of a higher priority have been made in full:

(a)      first, pari passu and pro rata according to the respective amounts thereof, in or towards
satisfaction of (i) all costs, taxes and expenses required to be paid in order to preserve the
corporate existence of the Issuer or to maintain it in good standing / in connection with the
Winding-Up of the Issuer or to comply with applicable legislation and regulations or to be paid
by any applicable law to any Connected Third Party Creditor to the extent that such costs, taxes
and expenses are not met by utilising the amounts standing to the credit of the Expenses
Account, (ii) all costs and taxes required to be paid to maintain the rating of the Notes and in
connection with the listing, registration and deposit of the Notes, or any notice to be given to the
Noteholders or the other parties to the Transaction Documents;

(b)      second, in or towards satisfaction of payment of the fees, expenses and all other
amounts due to the Representative of the Noteholders and in or towards transfer into the
Expenses Account of the amount (if any) necessary to ensure that the balance standing to the
credit of the Expenses Account as at such Payment Date is equal to the Retention Amount;

(c)     third, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of (i) the fees, expenses and all other amounts due and payable to the Cash
Manager, the Calculation Agent, the Account Bank, the Paying Agents and the Corporate
Servicer, (ii) the Servicing Fees to the Servicer;

(d)     fourth, in or towards satisfaction of the payment to the Seller of the Interest Component
Purchase Prices of the Receivables purchased on previous Subsequent Purchase Dates and not
yet paid;

(e)   fifth, in or towards satisfaction of the payment of any Net Swap Amounts due to the
Swap Counterparty under the Interest Rate Swap Agreement;

(f)   pari passu and pro rata according to the respective amounts thereof, in or towards the
payment of (i) all interest due and payable on the Class A Notes and (ii) any Swap Termination
Amount (other than any Swap Termination Amount referred to in paragraph (j) below);

(g)    sixth, pari passu and pro rata according to the respective amounts thereof, in or towards
redemption of the Class A Notes;

(h)    seventh, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of all interest due and payable on the Class B Notes;

(i)    eighth, pari passu and pro rata according to the respective amounts thereof, in or
towards redemption of the Class B Notes;

(j)     ninth, in or towards satisfaction of the payment of any Swap Termination Amount due
to the Swap Counterparty pursuant to the Interest Rate Swap Agreement, if the relevant early
termination results from the Swap Counterparty being the Defaulting Party or, following a Swap


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Counterparty Rating Event, the Affected Party (each as defined in the Interest Rate Swap
Agreement);

(k)    tenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of the Due DPP Excess Margin Component and the Due DPP Principal
Components due and payable;

(l)    eleventh, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of all interest due and payable on the Class C Notes;

(m)    twelfth, pari passu and pro rata according to the respective amounts thereof, in or
towards redemption of the Class C Notes; and

(n)      thirteenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of any other amount due and payable to the Seller and the Other Issuer
Secured Creditors pursuant to the Transaction Documents to which they are, respectively, a
party, to the extent not already paid under this Priority of Payment; and

(o)    fourteenth, pari passu and pro rata according to the respective amounts thereof, in or
towards satisfaction of the payment of the Variable Return on the Class C Notes.

5.4     PAYMENTS TO CONNECTED THIRD PARTY CREDITORS

(a)     Notwithstanding the obligation of the Issuer to apply the Available Distribution Amount
        to pay and/or provide for the items set out in the applicable Priority of Payments in the
        order of priority and on the dates set out therein, the Issuer (or, as the case may be, the
        Cash Manager acting on its behalf) may at any time direct the Account Bank to
        liquidate the Eligible Investments held in the Securities Account, and/or apply any
        Available Interest Amount, and/or the amounts standing to the credit of the Interest
        Account in priority to, or pari passu with, any item set out in the Pre Enforcement
        Interest Priority of Payments in order to pay, when required by applicable law, any
        amount payable (but not provided for) under item (a)(i) of the Pre Enforcement Interest
        Priority of Payments.

(b)     To the extent that on any date on which the Issuer is required to pay any such amounts,
        the funds available to the Issuer would otherwise be insufficient for such purpose, the
        Cash Manager may liquidate the Eligible Investments held in the Securities Account,
        and/or apply any Available Principal Amount, and/or the amounts standing to the credit
        of the Principal Account in priority to, or pari passu with, any item set out in the Pre
        Enforcement Principal Priority of Payments to pay the amount of the shortfall.

5.5     DEFERRAL UNDER THE APPLICABLE PRIORITY OF PAYMENTS

Without prejudice to the provisions contained in these Conditions relating to payments in
respect of the Notes (including Condition 6(g) (Interest Deferral)), in the event and to the extent
that the aggregate funds available to the Issuer in accordance with the provisions of the
applicable Priority of Payments are insufficient to pay any amount due and payable on any
Payment Date in accordance with such Priority of Payments, such shortfall will not be payable
on that Payment Date but will be deferred and become payable on the next succeeding Payment
Date if and to the extent that the aggregate funds then available to the Issuer in accordance with
the applicable Priority of Payments are sufficient to pay such amount. No interest will be
payable on any amount so deferred.

6.      RIGHT TO INTEREST

(a)     Right to interest, Payment Dates and Interest Periods



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      Each Note bears interest on its Principal Amount Outstanding (as defined in Condition
      7(b) (Redemption, Purchase and Cancellation – Mandatory pro rata redemption in
      whole or in part)) from (and including) the Issue Date. Subject as provided in Condition
      6(g) (Right to Interest – Interest Deferral), interest in respect of each Note shall fall due
      and be payable (subject to withholding for or on account of tax (if any)) in Euro in
      arrear on each Payment Date in an amount equal to the Interest Payment Amount (as
      defined in Condition 6(c) (Right to Interest - Determination of Rates of Interest and
      calculation of Interest Payment Amount)). The first Payment Date shall be the Payment
      Date falling in October 2007 in respect of the first Interest Period.

      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.

      Interest shall only cease to accrue on any part of the Principal Amount Outstanding of
      any of the Notes of each Class from (and including) the due date for redemption of such
      part unless payment of principal due and payable but unpaid is improperly withheld or
      refused, whereupon, subject only to Condition 7(a) (Redemption, Purchase and
      Cancellation – Final Redemption), interest shall continue to accrue on such principal
      (after as well as before judgment) at the rate from time to time applicable to the Note of
      the relevant Class until the moneys in respect thereof have been received by the
      Principal Paying Agent on behalf of the relevant Noteholders and notice to that effect is
      given in accordance with Condition 16 (Notice to Noteholders).

(b)   Rate of Interest

      The rate of interest payable from time to time in respect of the Rated Notes (the “Rate
      of Interest”) will be determined by the Principal Paying Agent two Business Days prior
      to each Payment Date in respect of the Interest Period commencing on that date (save in
      respect of the first Interest Period, where the Rate of Interest will be determined by the
      Principal Paying Agent two Business Days immediately prior to the Issue Date) (each
      an “Interest Determination Date”).

      With respect to each Interest Period, the Rate of Interest applicable to each Class of
      Rated Notes shall be equal to the aggregate of (i) the Relevant Margin for such Class of
      Notes, and (ii) “Euribor”, being:

              (A)        the arithmetic mean of the offered quotations to leading banks (rounded
                         to four decimal places with the mid-point rounded up) for 3 (three)
                         month Euro deposits in the Euro-zone Inter-bank market which appears
                         on Reuters Page 01 (or (aa) such other page as may replace Reuters
                         Page 01 on that service for the purpose of displaying such information;
                         or (bb) if that service ceases to display such information, such page as
                         displays such information on an equivalent service (in each case, the
                         “Screen Rate”) at or about 11.00 a.m. (Central European Time) on the
                         relevant Interest Determination Date; or

              (B)        if the Screen Rate is unavailable at such time for 3 (three) month
                         Euro deposits, then the rate for the relevant Interest Period shall be the
                         arithmetic mean (rounded to four decimal places with the mid-point
                         rounded up) of the rates notified to the Principal Paying Agent at its
                         request by each of the Reference Banks as the rate at which 3 (three)
                         month Euro deposits 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. (Central European Time) on the relevant Interest
                         Determination Date. If on any such Interest Determination Date at least,
                         two only of the Reference Banks provide such offered quotations to the



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                       Principal Paying Agent the relevant rate shall be determined, as
                       aforesaid, on the basis of the offered quotations of those Reference
                       Banks providing such quotations. If, on any such Interest
                       Determination Date, only one of the Reference Banks provides the
                       Principal Paying Agent with such an offered quotation, the Principal
                       Paying Agent shall forthwith consult with the Representative of the
                       Noteholders and the Issuer for the purposes of agreeing one additional
                       bank to provide such a quotation or quotations to the Principal Paying
                       Agent (which bank is in the opinion of the Representative of the
                       Noteholders suitable for such purpose) and the rate for the Interest
                       Period in question shall be determined, as aforesaid, on the basis of the
                       offered quotations of such banks as are so agreed. If no such bank or
                       banks is or are so agreed or such bank or banks as so agreed does or do
                       not provide such a quotation or quotations, then the rate for the relevant
                       Interest Period shall be the rate in effect for the last preceding Interest
                       Period to which sub- paragraph (A) of this Condition 6(b) shall have
                       applied.

      For the purpose of these Conditions, the “Relevant Margin” shall be:

      (i)      in respect of the Class A Notes, 0.14 per cent. per annum;

      (ii)     in respect of the Class B Notes, 0.23 per cent. per annum;

      To the extent permitted by law, there shall be no maximum or minimum Rate of Interest
      in respect of the Rated Notes.

      With respect to each Interest Period, the Rate of Interest applicable to the Class C Notes
      shall be 2.5 per cent. per annum.

(c)   Determination of Rates of Interest and calculation of Interest Payment Amount

      The Principal Paying Agent shall, on each Interest Determination Date, determine:

      (i)    the Rate of Interest applicable to the Interest Period beginning on the Payment
             Date immediately following such Interest Determination Date (or in the case of
             the first Interest Period, beginning on and including the Issue Date) in respect of
             each Class of Rated Notes;

      (ii)   the amount of interest in euros payable on each Note of each Class (the “Interest
             Payment Amount”) and on the aggregate number of Notes of each Class (the
             “Aggregate Interest Payment Amount”) in each case, in respect of such Interest
             Period. The Interest Payment Amount payable on each such Note in respect of any
             Interest Period shall be calculated by (A) applying the relevant Rate of Interest to
             the Principal Amount Outstanding of that Note on the relevant Payment Date (or,
             in the case of the first Interest Period, the Issue Date) at the commencement of
             such Interest Period (after deducting therefrom any Principal Payment due on that
             Payment Date (whether or not paid)); (B) multiplying the product of such
             calculation by the actual number of days in the relevant Interest Period; (C)
             dividing that amount by 360; and (D) rounding the resulting amount downward to
             the nearest cent. The Aggregate Interest Payment Amount shall be calculated by
             multiplying the Interest Payment Amount of each Note of each such Class by the
             actual number of Notes of that Class.

(d)   Publication of the Rate of Interest, Interest Payment Amount, Aggregate Interest
      Payment Amount and Payment Date



                                                                                             123
      The Principal Paying Agent will cause (A) the Rate of Interest; (B) the Interest Payment
      Amount; (C) the Aggregate Interest Payment Amount; and (D) the relevant Payment
      Date to be notified promptly after determination thereof (and in any event by no later
      than the first day of the relevant Interest Period), to the Issuer, the Representative of the
      Noteholders, the Seller, the Cash Manager, the Paying Agents, the Swap Counterparty,
      the Swap Calculation Agent, Monte Titoli S.p.A., and, for so long as that Class of Rated
      Notes are listed on the Irish Stock Exchange will cause the same to be published in
      accordance with Condition 16 (Notice to Noteholders) on or as soon as possible after
      the relevant Interest Determination Date. The Interest Payment Amount, Aggregate
      Interest Payment Amount and Payment Date so published may subsequently be
      amended (or appropriate alternative arrangements made by way of adjustment) without
      notice in the event of an extension or shortening of the Interest Period or in the event of
      manifest error.

(e)   Determination or calculation by Representative of the Noteholders

      If the Principal Paying Agent or the Issuer, as the case may be, does not at any time for
      any reason determine the Rate of Interest and/or calculate the Interest Payment Amount
      or Aggregate Interest Payment Amount for one or more Classes of Notes in accordance
      with the foregoing provisions of this Condition 6, the Representative of the Noteholders
      shall:

         (i) determine the Rate of Interest for the relevant Class of Notes at such rate as
             (having regard to the procedure described above) it shall consider fair and
             reasonable pursuant to Article 1349, first paragraph, of the Italian Civil Code in
             all the circumstances; and/or (as the case may be); and

        (ii) calculate the Interest Payment Amount for the relevant Class of Notes in the
             manner specified in Condition 6(c) (Right to Interest – Determination of Rates
             of Interest and calculation of Interest Payment Amount) and publish, as
             required, the amounts specified in accordance with Condition 6(d) (Right to
             Interest – Publication of the Rate of Interest, Interest Payment Amount,
             Aggregate Interest Payment Amount and Payment Date).

      Any such determination and/or calculation shall be deemed to have been made by the
      Calculation Agent or the Issuer, as the case may be.

(f)   Reference Banks and Principal Paying Agent

      The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall
      at all times be three “Reference Banks” and a Principal Paying Agent. The initial
      Reference Banks shall be the principal London office of each of Calyon, BNP Paribas,
      Société Générale and Natixis S.A.. In the event of the principal London office of any
      such bank being unable or unwilling to continue to act as a Reference Bank, the Issuer
      shall appoint such other bank as may have been previously approved in writing by the
      Representative of the Noteholders to act as such in its place. The Principal Paying
      Agent may resign by giving 90 days’ written notice to the Issuer in accordance with the
      Cash Allocation, Management and Payment Agreement. The Issuer shall be obliged to
      appoint a relevant replacement prior to such resignation becoming effective. The
      appointment of any replacement shall be subject to the prior approval of the
      Representative of the Noteholders and the Rating Agencies having confirmed to the
      Representative of the Noteholders in writing that the then current rating of the Rated
      Notes will not be adversely affected as a result of such resignation and replacement.
      The Issuer shall procure that any change in the identity of the Principal Paying Agent
      will be published as soon as reasonably practicable in accordance with Condition 16
      (Notice to Noteholders).



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(g)   Interest deferral

      Payments of interest on the Class or Classes of Notes other than the Most Senior Class
      of Notes then outstanding will be subject to deferral to the extent that there are
      insufficient Available Interest Amount (and, in respect of payment of interest on the
      Class B Notes, Available Principal Amount) on any Payment Date in accordance with
      the Pre Enforcement Interest Priority of Payments (and, in respect of payment of
      interest on the Class B Notes, Pre Enforcement Principal Priority of Payments) to pay in
      full the amount of interest which would otherwise be payable on the Class or Classes of
      Notes other than the Most Senior Class of Notes then outstanding. The amount by
      which the aggregate amount of interest paid on each Class of Notes on any Payment
      Date in accordance with this Condition 6 falls short of the aggregate amount of interest
      which otherwise would be payable on the relevant Notes on that date shall be
      aggregated with the amount of, and treated for the purposes of, this Condition 6, as if it
      were interest due on each such Class of Notes and, subject as provided below, payable
      on the next succeeding Payment Date. No interest shall accrue on the amounts subject
      to deferral payments.

      If, on the Maturity Date (or on any earlier redemption of the relevant Class of Notes in
      full), there remains any such shortfall, the amount of such shortfall will become due and
      payable on the Maturity Date (or, in the case of any earlier redemption of the relevant
      Class of Notes in full, on the date of such earlier redemption).

(h)   Variable Return

      Subject to the provisions of these Conditions, each holder of a Class C Note shall be
      entitled on each Payment Date to a pro rata share of the aggregate amount (if any)
      available under the applicable Priority of Payments to be paid as Variable Return,
      calculated by multiplying such aggregate amount by a fraction, the numerator of which
      is the then Principal Amount Outstanding of each such Class C Note held thereby and
      the denominator of which is the then aggregate Principal Amount Outstanding of all the
      Class C Notes (and rounding the result down to the nearest Euro cent).

7.    REDEMPTION, PURCHASE AND CANCELLATION

(a)   Final redemption

      Unless previously redeemed in full as provided in this Condition 7, the Issuer shall
      (subject to and in accordance with the relevant Priority of Payments and Condition 7(h)
      (Redemption, Purchase and Cancellation – Cancellation)) redeem the Notes at their
      Principal Amount Outstanding on the Maturity Date. All Notes will, immediately
      following the Maturity Date, be deemed to be discharged in full and any amount in
      respect of principal, interest or other amounts due in respect of the Notes will (unless
      payment of any such amounts is improperly withheld or refused) be finally and
      definitively cancelled.

      The Issuer may not redeem the Notes of any Class in whole or in part prior to the
      Maturity Date except in case of a Partial Early Amortisation Event or as provided below
      in Condition 7(b) (Redemption, Purchase and Cancellation – Mandatory pro rata
      redemption in whole or in part), 7(c) (Redemption, Purchase and Cancellation –
      Redemption for Tax or Regulatory Event) or 7(d) (Redemption, Purchase and
      Cancellation – Early redemption at the option of the Issuer), but this shall be without
      prejudice to Condition 12 (Enforcement).

(b)   Mandatory pro rata redemption in whole or in part




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         (i) If, on any Payment Date during the Amortisation Period there are Available
             Principal Amounts in respect of the relevant Class of Rated Notes and/or a
             Class C Principal Payment may be made in respect of the Class C Notes, then:

             (A) prior to the expiry of the Initial Period, no amounts will be applied by the
                 Issuer in redeeming the Notes under this Condition 7(b) and on each
                 Payment Date during the Initial Period the Issuer shall retain an amount
                 equal to (i) the amount of the Available Principal Amounts applicable in
                 respect of the relevant Class of Rated Notes and/or (ii) the relevant Class C
                 Principal Payment, in the Principal Account, to be re-applied as Available
                 Principal Amounts in accordance with Condition 5.2 (Order of Priority –
                 Pre Enforcement Principal Priority of Payments) and/or Available Interest
                 Amounts in accordance with Condition 5.1 (Order of Priority – Pre
                 Enforcement Interest Priority of Payments) (as applicable) on the
                 succeeding Payment Date; and

             (B) following the expiry of the Initial Period, the Issuer shall apply the relevant
                 Available Principal Amounts applicable in redeeming the Rated Notes in
                 whole or in part on such Payment Date in accordance with Condition 5.2
                 (Order of Priority – Pre Enforcement Principal Priority of Payments)
                 and/or effect the relevant Class C Principal Payment, as the case may be.

        (ii) The Issuer shall give or cause to be given, not less than 2 (two) Business Days
             prior to the relevant Payment Date, notice of any redemption under Condition
             7(b)(i)(B) (Redemption, Purchase and Cancellation – Mandatory pro rata
             redemption in whole or in part) above and the pro rata amount thereof to the
             Representative of the Noteholders and the Noteholders in accordance with
             Condition 16 (Notice to Noteholders).

       (iii) The principal amount redeemable on any Payment Date falling after the Initial
             Period under Condition 7(b)(i)(B) (Redemption, Purchase and Cancellation –
             Mandatory pro rata redemption in whole or in part) above in respect of each
             Note of each Class (the “Principal Payment”) shall be a pro rata share of the
             Available Principal Amounts and/or the Class C Principal Payment applicable
             to the relevant Class of Notes on such date, calculated by multiplying the
             Available Principal Amounts and/or the Class C Principal Payment applicable
             in respect of the relevant Class on such date by a fraction, the numerator of
             which is the then Principal Amount Outstanding of such Note and the
             denominator of which is the then aggregate Principal Amount Outstanding of
             all the Notes of the same Class (and rounding the result down to the nearest
             cent), provided always that no such Principal Payment may exceed the Principal
             Amount Outstanding of the relevant Note. The “Principal Amount
             Outstanding” of a Note on any date shall be the principal amount of such Note
             upon issue less the aggregate amount of all repayments of principal that have
             been made prior to such date in respect of that Note.

(c)   Redemption for Tax or Regulatory Event

         (i) Subject as provided in this Condition 7(c), prior to the service of a Trigger
             Notice, the Issuer may redeem at its option all, but not some only of, the Notes
             (or all the Rated Notes and part of the Class C Notes, as applicable) at their
             Principal Amount Outstanding (plus any accrued but unpaid interest) in
             accordance with the Post Enforcement Priority of Payments and subject to the
             Issuer having sufficient funds to redeem (i) all the Notes and to make all
             payments ranking in priority thereto, or pari passu therewith, or (ii) all the
             Rated Notes and part of the Class C Notes and to make all payments ranking in



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    priority thereto, or pari passu therewith, provided that the Class C Noteholders
    have consented to such partial redemption of the Class C Notes, if, by reason of
    a change in the laws of the Republic of Italy or the interpretation or
    administrative practice in respect thereof after the Issue Date:

    (A)      the patrimonio separato of the Issuer in respect of the Securitisation
             becomes subject to taxes, duties, assessments or governmental charges
             of whatever nature imposed, levied, collected, withheld or assessed by
             the Republic of Italy or any political sub-division thereof or any
             authority thereof or therein or any applicable taxing authority having
             jurisdiction; or

    (B)      either the Issuer or any paying agent appointed in respect of the Notes
             or any custodian of the Notes is required to deduct or withhold any
             amount (other than in respect of a Law 239 Withholding) in respect of
             any Class of 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 any
             political sub-division thereof or any authority thereof or therein or 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 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 Auto Loans to the Issuer are
             required to be deducted or withheld from the Issuer or the relevant
             payor 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 any
             political sub-division thereof or any authority thereof or therein or any
             other applicable taxing authority having jurisdiction,

    each such event, a “Tax or Regulatory Event”.

(ii) The Issuer’s right to redeem in the manner described above shall be subject to:

    (A) it giving not more than 60 nor less than 30 days’ written notice (which
        notice shall be irrevocable) to the Representative of the Noteholders and
        the Noteholders, pursuant to Condition 16 (Notice to Noteholders), of its
        intention to redeem all, but not some only, of the Notes (or the Rated
        Notes, as applicable) on the next succeeding Payment Date at their
        Principal Amount Outstanding together with interest accrued to but
        excluding the date of such redemption; and

    (B) it providing to the Representative of the Noteholders:

          (1) a legal opinion (in form and substance satisfactory to the
              Representative of the Noteholders) from a firm of lawyers of
              international reputation (approved in writing by the Representative of
              the Noteholders) opining on the relevant change in, or amendment to,
              the laws or regulations or the relevant change in the official
              interpretation of the laws or regulations thereof; and




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                    (2) 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
                        sufficient funds on such Payment Date to discharge its obligations
                        under (i) all the Notes and to make all payments ranking in priority
                        thereto, or pari passu therewith, together with any additional taxes
                        payable by the Issuer by reason of such early redemption of the
                        Notes; or (ii) all the Rated Notes and part of the Class C Notes and to
                        make all payments ranking in priority thereto, or pari passu therewith,
                        provided that the Class C Noteholders have consented to such partial
                        redemption of the Class C Notes and such consent has been evidenced
                        in writing to the Issuer and the Representative of the Noteholders.

        (iii) The Issuer (and the Representative of the Noteholders acting in the name and
              on behalf of the Issuer) is entitled, pursuant to the Intercreditor Agreement, to
              dispose of the Portfolio in order to finance the redemption of the Notes (or the
              Rated Notes, as applicable) in the circumstances described above. The Issuer
              shall apply the proceeds of the sale of the Portfolio and all other Available
              Distribution Amounts in or towards redeeming the Notes (or the Rated Notes,
              as applicable) together with all interest accrued thereon subject to and in
              accordance with Condition 5.3 (Post Enforcement Priority of Payments).

         (iv) Following the occurrence of a Tax or Regulatory Event, the Seller shall have
              the right to repurchase, and the Issuer shall be obliged to sell, all (but not part
              of) the outstanding Receivables owned by the Issuer, subject to the relevant
              conditions provided for under the Master Receivables Purchase Agreement
              being met.

(d)   Early redemption at the option of the Issuer

         (i) Subject as provided in this Condition 7(d), prior to the delivery of a Trigger
             Notice, on any Payment Date falling after the expiry of the Initial Period if, as
             at the immediately preceding Determination Date, the aggregate Effective
             Outstanding Balance of the Performing Receivables is equal to or less than 10%
             of the lower of (i) the Initial Principal Amount of the Portfolio and (ii) the
             Initial Purchase Price (such relevant Payment Date, the “Clean Up Option
             Date”), the Issuer may redeem at its option (the “Clean Up Option”) all, but
             not some only of, the Notes (or all the Rated Notes and part of the Class C
             Notes, as applicable) at their Principal Amount Outstanding (plus any accrued
             but unpaid interest).

        (ii) The Issuer’s right to redeem in the manner described above shall be subject to:

              (A)     it giving not more than 60 nor less than 30 days’ written notice (which
                      notice shall be irrevocable) to the Representative of the Noteholders
                      and the Noteholders, pursuant to Condition 16 (Notice to Noteholders),
                      of its intention to redeem all, but not some only, of the Notes (or the
                      Rated Notes, as applicable) on the next succeeding Payment Date at
                      their Principal Amount Outstanding together with interest accrued to
                      (but excluding) the date of such redemption in accordance with the Post
                      Enforcement Priority of Payments; and

              (B)     it providing to the Representative of the Noteholders 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 sufficient funds on such
                      Payment Date to discharge its obligations under (i) all the Notes and to
                      make all payments ranking in priority thereto, or pari passu therewith,



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                      together with any additional taxes payable by the Issuer by reason of
                      such early redemption of the Notes; or (ii) all the Rated Notes and part
                      of the Class C Notes and to make all payments ranking in priority
                      thereto, or pari passu therewith, provided that the Class C Noteholders
                      have consented to such partial redemption.

       (iii) The Issuer (and the Representative of the Noteholders acting in the name and
             on behalf of the Issuer) shall be entitled to dispose of the Portfolio in order to
             finance the redemption of the Notes (or the Rated Notes, as applicable) in the
             circumstances described above. The Issuer shall apply the proceeds of the sale
             of the Portfolio and all other Available Distribution Amount in or towards
             redeeming the Notes (or the Rated Notes, as applicable) together with all
             interest accrued thereon subject to and in accordance with Condition 5.3 (Post
             Enforcement Priority of Payments).

        (iv) Upon the Issuer having exercised its Clean Up Option, the Seller shall have the
             right to repurchase, and the Issuer shall be obliged to sell, all (but not part of)
             the outstanding Receivables owned by the Issuer, subject to the relevant
             conditions provided for under the Master Receivables Purchase Agreement
             being met.

(e)   Available Principal Amounts, Principal Payments, Principal Amount Outstanding

      On each Calculation Date, the Issuer shall determine or shall cause to be determined by
      the Calculation Agent the amounts to be calculated in respect of the Notes under these
      Conditions, including:

          (i) the amount of Available Principal Amounts in respect of each Class of Rated
              Notes (if any) and the Class C Principal Payments (if any);

         (ii) the Principal Payment (if any) due on the next following Payment Date in
              respect of each Note of each Class; and

        (iii) the Principal Amount Outstanding of each Note of each Class on the next
              following Payment Date (after deducting any Principal Payment due to be made
              on that Payment Date).

      Each determination by or on behalf of the Issuer in respect of the amount of Available
      Principal Amounts, any Principal Payment and the Principal Amount Outstanding shall
      in each case (in the absence of manifest error) be final and binding on all persons.

      The Issuer will, on each Calculation Date beginning with the Calculation Date which
      occurs immediately prior to the first Payment Date of the Amortisation Period, cause
      each determination of a Principal Payment (if any) and the Principal Amount
      Outstanding to be notified forthwith by the Calculation Agent to the Representative of
      the Noteholders, the Paying Agents and (for so long as the Rated Notes of any Class are
      listed on the Irish Stock Exchange) the Irish Stock Exchange and will cause notice of
      each determination of a Principal Payment and the Principal Amount Outstanding to be
      given in accordance with Condition 16 (Notice to Noteholders).

      If the Issuer or the Calculation Agent does not at any time for any reason determine the
      Available Principal Amounts, a Principal Payment or a Principal Amount Outstanding
      in respect of any Class of Notes in accordance with the preceding provisions of this
      paragraph, such Available Principal Amounts, Principal Payment and/or Principal
      Amount Outstanding shall be determined by the Representative of the Noteholders (or,
      without prejudice to the Representative of the Noteholders’ obligation to make such



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      determination, such other person as it may instruct for this purpose) in accordance with
      this paragraph and each such determination or calculation shall be deemed to have been
      made by the Issuer and shall in each case (in the absence of manifest error) be final and
      binding on all persons.

(f)   Notice of redemption

      Any such notice as is referred to in Conditions 7(b) (Redemption, Purchase and
      Cancellation – Mandatory pro rata redemption in whole or in part), 7(c) (Redemption,
      Purchase and Cancellation – Redemption for Tax or Regulatory Event), or 7(d)
      (Redemption, Purchase and Cancellation – Early redemption at the option of the
      Issuer) above and/or relating to a Partial Early Amortisation Event shall (i) be published
      in accordance with Condition 16 (Notice to Noteholders) and (ii) be irrevocable and,
      upon the expiration of such notice, the Issuer shall be bound to redeem the Notes of the
      relevant Class at amounts specified in this Condition 7 or, in respect to the Partial Early
      Amortisation Event, at an amount equal to the Partial Early Amortisation Amount.

(g)   No purchase by Issuer

      The Issuer may not purchase any of the Notes.

(h)   Cancellation

      All Notes redeemed in full will be cancelled upon redemption and may not be resold or
      re- issued.

8.    PAYMENTS

(a)   Payment of principal and interest in respect of the Notes will be credited, according to
      the instructions of Monte Titoli, by the Italian Paying Agent on behalf of the Issuer to
      an account in the name of Monte Titoli who will then credit the accounts of those
      Monte Titoli Account Holders whose accounts with Monte Titoli are credited with those
      Notes and thereafter credited by such Monte Titoli Account Holders to the accounts of
      the beneficial owners of those Notes or through Euroclear and Clearstream to the
      accounts with Euroclear and Clearstream of the beneficial owners of those Notes, in
      accordance with the rules and procedures of Monte Titoli, Euroclear or Clearstream, as
      the case may be. The Issuer shall be deemed to have discharged its payment obligations
      in respect of the Notes pro tanto to the extent of payments made by it or on its behalf in
      accordance with the instructions of Monte Titoli to an account in the name of Monte
      Titoli.

(b)   Payments of principal and interest in respect of the Notes are subject in all cases to any
      fiscal or other laws and regulations applicable thereto. The Issuer undertakes, in the
      event any law implementing or complying with, or introduced in order to conform to,
      Council Directive 2003/48/EC of 3 June 2003, relating to the taxation of savings
      income in the form of interest payments (the “Directive”) is adopted in the Member
      State of the European Union where the interest payments arise, to ensure that it
      maintains an agent in such a Member State that will not be obliged to withhold or
      deduct tax pursuant to such Directive or law.

(c)   Payments under the Notes may or may not be subject to withholding for or on account
      of tax, in accordance with Law 239. Upon the occurrence of any withholding for or on
      account of tax from any payments under the Notes, neither the Issuer nor any other
      person shall have any obligation to pay any additional amount(s) to any holder of a
      Note of any Class.




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(d)     If the due date for payment of any amount of interest or principal in respect of any Note
        is not a local business day in a relevant jurisdiction, then the relevant Noteholder will
        not be entitled to payment until the immediately succeeding local business day and no
        further payments of additional amounts by way of interest, principal or otherwise shall
        be due in respect of such Note.

(e)     The Issuer may at any time (with the prior written approval, not to be unreasonably
        withheld, of the Representative of the Noteholders), vary or terminate the appointment
        of any Paying Agent and appoint a substitute subject to the terms of the Cash
        Allocation, Management and Payment Agreement, provided that (for as long as the
        Notes of any Class are listed on the Irish Stock Exchange and the rules of the Irish
        Stock Exchange so require) the Issuer will at all times maintain a paying agent with a
        specified office in Ireland. Notice of any such termination or appointment will be given
        to the Noteholders in accordance with Condition 16 (Notice to Noteholders).

In this Condition 8, the expression “local business day” means a day (other than a Saturday or a
Sunday or a public holiday) (i) on which banks are generally open for business to the public in
the place where the Specified Office of any Monte Titoli Account Holder is located and, in the
case of payment by transfer to an account maintained by the payee in a different place, in such
place; and (ii) which is a Business Day.

9.      TAXATION

All payments in respect of the Notes will be made without withholding or deduction for or on
account of any taxes of whatsoever nature other than a Law 239 Withholding or any other
withholding or deduction that the Issuer or any Paying Agent is required to make by applicable
law. If any withholding or deduction is required by law to be withheld or deducted, (including
without limitation a Law 239 Withholding), the Issuer or such Paying Agent (as the case may
be) shall withhold or deduct the required amount and account to the proper authorities for the
amount withheld or deducted. Neither the Issuer nor any Paying Agent shall be obliged to pay
any additional amount to any Noteholder on account of such withholding or deduction.

10.     PRESCRIPTION

Claims against the Issuer for payments in respect of the Notes shall be prescribed and become
void unless made within 10 years (in the case of principal) or 5 years (in the case of interest)
from the appropriate Relevant Date. In this Condition 10, “Relevant Date” in respect of a Note
is the date on which a payment in respect thereof first becomes due or (if the full amount of the
monies payable in respect of all Notes due on or before that date has not been duly received by
the Principal Paying Agent on or prior to such date) the date on which, the full amount of such
monies having been so received, notice to that effect is duly given to the Noteholders in
accordance with Condition 16 (Notice to Noteholders).

11.     TRIGGER EVENTS

(a)     The occurrence of any of the following events shall constitute a “Trigger Event”:

       (i)     Non Payment: default is made in respect of any repayment of principal on its
       due date (provided that the Issuer has sufficient Available Distribution Amount
       available to it to make such payment in accordance with the applicable Priority of
       Payments) or any payment of Interest Payment Amount on the Most Senior Class of
       Notes on the relevant Payment Date, which default or non-payment shall have continued
       unremedied for a period of three Business Days (except if such default or non-payment
       occurs on the Maturity Date); or




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      (ii)      Breach of Obligations: default is made by the Issuer in the performance or
      observance of any material obligation binding upon it under the Notes or any of them or
      any other Transaction Document to which it is a party (other than in respect of the
      obligation to pay principal on any Class of Notes and interest on the Most Senior Class
      of Notes pursuant to (i) above) and (except where the Representative of the Noteholders
      certifies that, in its opinion, such default is incapable of remedy, when no notice will be
      required) such default shall have continued unremedied for a period of 30 days
      following the service by the Representative of the Noteholders on the Issuer of notice
      requiring the same to be remedied; or

      (iii)   Breach of Representations and Warranties: the Issuer breaches in any
      material respect any representation or warranty made by it pursuant to the Notes or any
      other Transaction Document to which it is a party or contained in any certificate,
      document or financial or other statement furnished at any time under or in connection
      with a Transaction Document to which it is a party and, in any case, the circumstances
      giving rise to such breach shall have continued unremedied for a period of 30 days
      following the service by the Representative of the Noteholders on the Issuer of notice
      requiring the same to be remedied; or

      (iv)   Winding-Up: an order is made or an effective resolution is passed for the
      Winding-Up of the Issuer; or

      (v)     Insolvency Proceedings: the Issuer institutes or has instituted against it
      Insolvency Proceedings under applicable laws and such proceedings are not, in the
      opinion of the Representative of the Noteholders, being disputed in good faith with a
      reasonable prospect of success; or

      (vi)     Arrangement of indebtedness: other than in respect of the Issuer Secured
      Creditors and/or any secured creditor of the Issuer in the context of any Further
      Securitisation, the Issuer makes a general assignment or an arrangement or composition
      with or for the benefit of its 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

      (vii)    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 Transaction Document
      to which it is a party, any obligation of the Issuer under any of the Transaction
      Documents deemed by the Representative of the Noteholders to be material ceases to be
      legal, valid, binding and enforceable or any Transaction Document or any obligation
      deemed by the Representative of the Noteholders to be material contained therein is not
      effective or is alleged by the Issuer to be ineffective for any reason and, in any case, the
      circumstances giving rise to such unlawfulness shall have continued unremedied for a
      period of 30 days following the service by the Representative of the Noteholders on the
      Issuer of notice requiring the same to be remedied; or

      (viii) Invalid Security: any Security Interest purported to be created under the Issuer
      Security pursuant to the Issuer Security Documents becomes invalid, ineffective or
      unenforceable, and, in any case, the circumstances giving rise to such invalidity (if
      capable of remedy) shall have continued unremedied for a period of 30 days following
      the service by the Representative of the Noteholders on the Issuer of notice requiring the
      same to be remedied.

(b)   Following the occurrence of a Trigger Event, the Representative of the Noteholders (a)
      shall, in case of the Trigger Event set out under item (i) above; (b) shall, to the extent
      requested by an Extraordinary Resolution of the Noteholders in the case of the Trigger



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      Events set out under items (ii) and (iii) above; and (c) may at its sole discretion (but
      shall if so requested by an Extraordinary Resolution of the Noteholders) in case of any
      other Trigger Event, deliver a Trigger Notice to the Issuer declaring the Notes to be due
      and repayable, whereupon (i) the Revolving Period and the Amortisation Period will be
      immediately terminated, and (ii) the Notes shall become immediately due and repayable
      at their Principal Amount Outstanding and all payments due to be made by the Issuer
      will be made in accordance with the Post Enforcement Priority of Payments, provided
      that no redemption of the Notes shall occur prior to the expiry of the Initial Period.

(c)   The Noteholders hereby irrevocably appoint, as from the date hereof and with effect on
      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 Secured Creditors from
      and including the date on which the Notes shall become due and payable and all
      payments due to be made by the Issuer will be made in accordance with the Post
      Enforcement Priority of Payments.

12.   ENFORCEMENT

(a)   At any time after the Notes have become due and repayable following the service of a
      Trigger Notice and without prejudice to the Representative of the Noteholders’ right to
      enforce the Issuer Security Documents and the relevant Issuer Security:

          (i) 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
              thinks fit to direct the Issuer to take any action in relation to the Portfolio and to
              enforce the Issuer Security and to enforce repayment of the Notes and payment
              of accrued interest thereon and any other amounts owed but unpaid by the
              Issuer, but it shall not be bound to take any such proceedings or steps unless it
              shall have been directed by an Extraordinary Resolution of the holders of the
              Most Senior Class of Notes or so requested in writing by the holders of at least
              75 per cent. of the aggregate of the Principal Amount Outstanding of Most
              Senior Class of Notes and, in all cases, it shall have been indemnified and/or
              secured to its satisfaction; and

         (ii) the Representative of the Noteholders shall become entitled, pursuant to the
              Mandate, to dispose of the Portfolio in whole or in part , PROVIDED THAT if
              a Trigger Notice has been delivered by the Representative of the Noteholders
              other than because 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:

              (A)     a sufficient amount would be realised to allow payment in full of all
                      amounts owing to the holders of the Rated Notes after payment of all
                      other claims ranking in priority to the Rated Notes in accordance with
                      the Post Enforcement Priority of Payments; or

              (B)     the Representative of the Noteholders is of the reasonable 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(a)(ii) shall
                      not apply) that the cash flow prospectively receivable by the Issuer will



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                      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 Rated Notes after payment of all other claims ranking in
                      priority to the Rated Notes in accordance with the Post Enforcement
                      Priority of Payments, it being understood that the Representative of the
                      Noteholders shall not be bound to make the determination indicated
                      above unless the Representative of the Noteholders shall have been
                      indemnified and/or secured to its satisfaction against all fees, costs,
                      expenses and liabilities to which it may thereby become liable or which
                      it may incur by so doing.

(b)   Each Noteholder, by acquiring title to a Note, and each Other Issuer Secured Creditor,
      by executing the Transaction Documents to which it is expressed to be a party, is
      deemed to agree and acknowledge that:

          (i) the Representative of the Noteholders has entered into the Issuer Security
              Documents for itself and as agent in the name of and on behalf of each
              Noteholder from time to time and each of the Other Issuer Secured Creditors
              thereunder;

         (ii) by virtue of the transfer to it of the relevant Note, each Noteholder, and by
              virtue of the execution of each Transaction Document to which it is respectively
              a party, each Transaction Party, shall be deemed to have granted to the
              Representative of the Noteholders, as its agent, the right (a) to exercise in such
              manner as the Representative of the Noteholders in its sole opinion deems
              appropriate, on behalf of such Noteholder (or Transaction Party, as the case
              may be), all of that Noteholder’s (or such Transaction Party’s) rights under the
              Securitisation Law in respect of the Portfolio and all amounts and/or other
              assets of the Issuer arising from the Portfolio and the Transaction Documents
              not subject to the Issuer Security and (b) to enforce its rights as an Issuer
              Secured Creditor for and on its behalf under the Issuer Security Documents and
              in relation to the Issuer Security.

        (iii) the Representative of the Noteholders, in its capacity as agent in the name of
              and on behalf of the Noteholders of each Class and of each Other Issuer
              Secured Creditor, shall be the only person entitled under these Conditions and
              under the Transaction Documents to institute proceedings against the Issuer
              and/or to enforce or to exercise any rights in connection with the Issuer Security
              or to take any steps against the Issuer or any of the other parties to the
              Transaction Documents for the purposes of enforcing the rights of the
              Noteholders under the Notes of each Class and/or of the Other Issuer Secured
              Creditors with respect to the other Transaction Documents and recovering any
              amounts owing under the Notes or under the Transaction Documents;

        (iv) the Representative of the Noteholders shall have exclusive rights under the
             Issuer Security Documents to make demands, give notices, exercise or refrain
             from exercising any rights and to take or refrain from taking any action
             (including, without limitation, the release or substitution of security) in respect
             of the Issuer Security;

         (v) without prejudice to Condition 19 (Non Petition and Limited Recourse) no
             Noteholder or Other Issuer Secured Creditor shall be entitled to proceed
             directly against the Issuer nor take any steps or pursue any action whatsoever
             for the purpose of recovering any debts due or owing to it by the Issuer or take,
             or join in taking, steps for the purpose of obtaining payment of any amount



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                expressed to be payable by the Issuer or the performance of any of the Issuer’s
                obligations under these Conditions and/or the Transaction Documents or, upon
                registration of the Issuer in the register held pursuant to Article 107 of the
                Italian Banking Act, petition for or procure the commencement of Insolvency
                Proceedings or the winding-up, insolvency, extraordinary administration or
                compulsory administrative liquidation of the Issuer or the appointment of any
                kind of insolvency official, administrator, liquidator, trustee, custodian, receiver
                or other similar official in respect of the Issuer for any, all, or substantially all
                the assets of the Issuer or in connection with any reorganisation or arrangement
                or composition in respect of the Issuer, pursuant to the Italian Banking Act or
                otherwise until the expiry of one year and one day following redemption or
                cancellation of all notes issued by the Issuer under the Securitisation and/or any
                Further Securitisation,

      unless (in each case under (ii), (iii), (iv) and (v) above) a Trigger Notice shall have been
      served and the Representative of the Noteholders, having become bound so to do, fails
      to do so within a reasonable period and such failure shall be continuing, (provided that
      any such failure shall not be conclusive per se of a default or breach of duty by the
      Representative of the Noteholders), provided that the Noteholder may then only proceed
      subject to the provisions of these Conditions, provided however that nothing in this
      Condition 12 shall prevent the Issuer Secured Creditors from taking any steps against
      the Issuer which do not amount to the commencement or to the threat of
      commencement of legal proceedings against the Issuer or to procuring the appointment
      of an administrative receiver for or to the making of an administration order against or
      to the winding up or liquidation of the Issuer and provided further that this Condition
      12 shall not prejudice the right of any Issuer Secured Creditor to prove a claim in the
      insolvency of the Issuer where such insolvency follows the institution of Insolvency
      Proceedings by a third party;

         (vi) (without prejudice to the provisions of the Interest Rate Swap Agreement or as
              otherwise provided into the Transaction Documents) no Noteholder or any
              Other Issuer Secured Creditor shall at any time exercise any right of netting,
              set-off or counterclaim in respect of its rights against the Issuer such rights
              being expressly waived or exercise any right of claim of the Issuer by way of a
              subrogation action (azione surrogatoria) pursuant to Article 2900 of the Italian
              Civil Code; and

        (vii) the provisions of this Condition 12 shall survive and shall not be extinguished
              by the redemption (in whole or in part) and/or cancellation of the Notes and
              waives to the greatest extent permitted by law any rights directly to enforce its
              rights against the Issuer.

13.   MEETINGS OF NOTEHOLDERS

(a)   General

          (i) The Noteholders shall resolve by resolution and meet in accordance with this
              Condition 13.

         (ii) Subject to the provisions of these Conditions, joint meetings of the Noteholders
              of each Class 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
              Conditions shall apply mutatis mutandis thereto;




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        (iii) The following provisions shall apply where outstanding Notes belong to more
              than one Class:

               (A) matters which in the reasonable opinion of the Representative of the
                   Noteholders affect only one Class of Notes shall be transacted at a separate
                   Meeting of the Noteholders of such Class;

               (B) matters which in the reasonable opinion of the Representative of the
                   Noteholders affect 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 the Noteholders of all such
                   Classes of Notes as the Representative of the Noteholders shall reasonably
                   determine; and

               (C) matters which in the reasonable opinion of the Representative of the
                   Noteholders affect 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 a separate Meeting of the Noteholders
                   of each such Class.

               In this paragraph “matters” includes (without limitation) the passing or
               rejection of any resolution, and references to “Notes” and “Noteholders” shall
               be deemed to be to the Notes of the relevant Class and to the holders thereof,
               respectively.

        (iv) Subject to all other provisions contained in these Conditions, the Representative
             of the Noteholders may without the consent of the Issuer or the Noteholders
             prescribe such further regulations regarding the holding of the Meetings of
             Noteholders and attendance and voting at them as the Representative of the
             Noteholders may reasonably determine.

(b)   Convening a Meeting

      The Representative of the Noteholders or the Issuer at any time may convene a Meeting
      and each must do so upon a request in writing of Noteholders holding not less than ten
      per cent. of the aggregate Principal Amount Outstanding of the Notes of the relevant
      Class then outstanding. Whenever the Issuer intends to convene any Meeting it shall
      forthwith 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
      Meeting shall be held at such place as the Representative of the Noteholders may
      appoint or approve, provided that it is in an EU Member State.

(c)   Notice

          (i) At least 21 days’ notice (exclusive of the day on which the notice is given and
              the day on which the relevant Meeting is to be held) specifying the day, time,
              place and agenda of the Meeting shall be given by the Issuer to the relevant
              Class of Noteholders in the manner provided by Condition 16 (Notice to
              Noteholders). The notice may also set the day for a second call, being not less
              than 14 clear days and no more than 42 clear days after the date fixed for the
              first call. The notice shall be copied to the Issuer if the Meeting is convened by
              the Representative of the Noteholders and shall be copied to the Representative
              of the Noteholders if it is convened by the Issuer;



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         (ii) such notice shall set out the full terms of any resolutions to be proposed at such
              Meeting unless the Representative of the Noteholders determines (in its
              absolute discretion) that the notice shall instead specify the nature of the
              resolutions to be proposed at such Meeting without specifying the full text; and

        (iii) in respect of any Meeting adjourned for want of a quorum and which is
              resumed after such adjournment, 10 days’ notice (exclusive of the day on which
              the notice is given and of the date on which the Meeting is to be resumed) shall
              be given by the Issuer to the relevant Class of Noteholders, unless the notice of
              the original Meeting set the date for a second call, in which case no such notice
              shall be necessary. Such notice shall specify the quorum which will apply at
              such adjourned Meeting, unless the notice of the original Meeting specified
              such quorum or such quorum is as set out in (h) (Quorum) below, in which case
              no such specification is required. Subject as aforesaid, it shall not be necessary
              to give notice of an adjourned Meeting.

(d)   Participation

      The following may attend and speak at a Meeting:

          (i) voters having the right to vote at such Meeting;

         (ii) the Issuer or its representatives;

        (iii) the financial advisers to the Issuer;

         (iv) the legal counsel(s) to the Issuer and to the Representative of the Noteholders;

         (v) the Representative of the Noteholders; and

         (vi) such other person as may be resolved by the Meeting or decided by the
              Representative of the Noteholders.

(e)   Admission

      Any bearer of a valid Certificate of Admission or any Proxy named in a Block Voting
      Instruction can attend and vote at any Meeting relating to the Notes in respect of which
      the Certificate of Admission or Block Voting Instruction has been issued.

(f)   Proxies and validity of Block Voting Instruction

         (a) Each Block Voting Instruction and each Certificate of Admission shall be
             deposited at the registered office of the Issuer, or at such other place as the
             Representative of the Noteholders shall designate or approve not less than 2
             (two) Business Days before the time appointed for holding the Meeting or
             adjourned Meeting at which the Proxies named in the Block Voting Instruction
             propose to vote and in default the Block Voting Instruction shall not be treated
             as valid unless the chairman of the Meeting decides otherwise before such
             meeting or adjourned Meeting proceeds to business.

         (b) Any vote given in accordance with the terms of a Block Voting Instruction or
             by a person entitled to vote by virtue of a Certificate of Admission shall be
             valid notwithstanding the previous revocation or amendment of the Block
             Voting Instruction or Certificate of Admission, as the case may be, or of any of
             the instructions of each Class of Noteholders pursuant to which it was executed,
             provided that no intimation in writing of such revocation or amendment shall
             have been received by or on behalf of the Representative of the Noteholders at


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              its registered office or by the chairman of the Meeting, in each case at any time
              more than 1 (one) Business Day prior to the commencement of the Meeting or
              adjourned Meeting at which the Block Voting Instruction or Certificate of
              Admission, as the case may be, is intended to be used.

         (c) Without prejudice to the obligations of the Proxies named in any Block Voting
             Instruction, form of Proxy, or persons voting pursuant to a Certificate of
             Admission, any person entitled to more than one vote need not use every vote
             or cast all such votes in the same way.

(g)   Chairman

      An individual (who may, but need not, be a Noteholder) nominated in writing by the
      Representative of the Noteholders shall be entitled to take the chair at every such
      Meeting but if no such nomination is made or if at any Meeting the person nominated is
      not present within 15 minutes after the time appointed for the holding of such Meeting,
      those present shall choose one of their members to be chairman and, failing such choice,
      the Issuer may appoint a chairman (who may, but need not, be a Noteholder).

(h)   Quorum

      The quorum for conducting business at any Meeting for passing a resolution shall be as
      follows:

          (i) for all business other than voting on an Extraordinary Resolution, one or more
              persons holding or representing not less than 10 per cent. of the aggregate
              Principal Amount Outstanding of the Notes of the relevant Class then
              outstanding;

         (ii) where the business of such Meeting includes voting on any Extraordinary
              Resolution other than a Basic Terms Modification, one or more persons holding
              or representing not less than 50 per cent. of the aggregate Principal Amount
              Outstanding of the Notes of the relevant Class then outstanding;

        (iii) where the business of such Meeting includes an Extraordinary Resolution
              proposing a Basic Terms Modification, one or more persons holding or
              representing not less than 75 per cent. of the aggregate Principal Amount
              Outstanding of the Notes of the relevant Class then outstanding,

              provided that in the case of any Meeting which has resumed for a second call
              after adjournment for want of a quorum, the quorum shall be as follows:

        (iv) subject to paragraph (v), one or more persons being or representing the relevant
             Class of the Noteholders, whatever the aggregate Principal Amount
             Outstanding of the relevant Class of the Notes so held or represented;

         (v) where the business of the adjourned Meeting includes an Extraordinary
             Resolution relating to Basic Terms Modification, the necessary quorum for
             passing a resolution shall be two or more persons holding or representing not
             less than 25 per cent., of the aggregate Principal Amount Outstanding of the
             Notes of the relevant Class then outstanding.

      No business (other than the choosing of a chairman) shall be transacted at any meeting
      unless the requisite quorum be present at the commencement of business. In respect of
      any meeting convened to consider a resolution pursuant to Condition 12 (Enforcement),
      the Notes of the relevant Class which are held by the Seller or on its behalf, or by any



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      person or entity controlled by it or with which it is under common control, shall be
      excluded from the quorum and the Noteholders may not vote on such resolution.

(i)   Adjournment

      If, within half an hour from the time appointed for any Meeting, a quorum is not
      present, the Meeting shall, (i) if convened upon the requisition of Noteholders, be
      dissolved; and (ii) in the case of any other Meeting, it shall be adjourned for such period
      not being less than 14 days nor more than 42 days, and to such place as may be
      determined by the chairman. Each adjourned Meeting, subject to paragraph (h)
      (Quorum), shall have the power to pass any resolution and to decide upon all matters
      which could properly have been dealt with at the Meeting adjourned for want of a
      quorum had a quorum been present at such Meeting. No Meeting may be adjourned
      more than once for want of a quorum.

(j)   Votes

          (i) On a show of hands, every Voter entitled to Vote at the Meeting shall have one
              vote.

         (ii) On a poll every Voter present in person shall have one vote in respect of each
              Euro 1 of the Principal Amount Outstanding of Notes represented or held by
              such Voter.

        (iii) In the case of an equality of votes either on a poll or a show of hands the
              chairman shall have a casting vote in addition to any other vote or votes to
              which he may be entitled as Voter.

(k)   Show of hands and poll

          (i) Every question submitted to a Meeting shall be decided in the first instance by a
              show of hands and any resolution, other than an Extraordinary Resolution, may
              be passed by a simple majority. In the case of equality of votes, the chairman
              shall, both on a show of hands and on a poll, have a casting vote in addition to
              any other vote or votes to which the chairman is entitled as Noteholder and/or
              as a proxy.

         (ii) At any Meeting, unless a poll is demanded, a declaration by the chairman that a
              resolution has been carried or carried by a particular majority or lost or not
              carried by any particular majority shall be conclusive evidence of the fact
              without proof of the number or proportion of the votes recorded in favour of or
              against such resolution.

        (iii) At any Meeting a poll may be demanded, before or after the declaration of the
              result of a show of hands, by the chairman, by the Issuer or by one or more
              Voters representing or being in the aggregate the holders of not less than 2
              (two) per cent. of the Principal Amount Outstanding of the Notes of the relevant
              Class or Classes then outstanding.

         (iv) If at any Meeting a poll is so demanded, it shall be taken in such manner and
              (subject as hereinafter provided) either at once or after such adjournment as the
              chairman directs, and the result of such poll shall be deemed to be the
              resolution of the Meeting at which the poll was demanded as at the date of the
              taking of the poll. Notwithstanding the foregoing, the demand for a poll shall
              not prevent the continuance of the Meeting for the transaction of any business
              other than the question on which the poll has been demanded.



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         (v) Any poll demanded at any Meeting on the election of a chairman or on any
             question of adjournment shall be taken at the meeting without adjournment.

        (vi) Notice of the result of the voting on any resolution duly considered by the
             Noteholders shall be published in accordance with Condition 16 (Notice to
             Noteholders).

(l)   Written Resolution

      A Written Resolution shall take effect as an Extraordinary Resolution.

(m)   Exclusive powers of the Meetings

      Subject to paragraphs (n) (Powers exercisable only by Extraordinary Resolution), (o)
      (Binding nature of Resolution) and (p) (Limitations on Resolutions as between Classes
      of Notes) of this Condition 13, the Meeting of the Noteholders of any Class shall have
      exclusive powers in relation to the following matters:

          (i) to instruct the Representative of the Noteholders to take any action or make any
              determination as it is entitled to make in accordance with the terms of these
              Conditions of the relevant Class of Notes and/or the other Transaction
              Documents (including, without limitation, to serve a Trigger Notice following
              the occurrence of a Trigger Event or to enforce the Issuer Security or to dispose
              of the Portfolio);

         (ii) to approve or consent to any proposal or matter for which the approval or
              consent of the Noteholders of the relevant Class is required in accordance with
              the terms of these Conditions of the relevant Class of Notes and/or the other
              Transaction Documents (including, without limitation, any matter which, in the
              opinion of the Representative of the Noteholders, is materially prejudicial to the
              interests of the Noteholders of that Class) and to approve the substitution of any
              person for the Issuer (or any previous substitute) as principal obligor under the
              Notes;

        (iii) to make any determination of any matter for which the determination of the
              Noteholders of the relevant Class is required in accordance with the terms of
              these Conditions of the relevant Class of Notes and/or the other Transaction
              Documents;

        (iv) to authorise any person or Noteholders of that Class (other than the
             Representative of the Noteholders or its permitted agents and employees) to
             take any action on behalf of or separately from the Noteholders of that Class
             with respect to the Issuer, its assets, the Portfolio, the Issuer Security, the
             Transaction Documents or any party thereto;

         (v) to sanction, as required, a resolution passed at a meeting of any other Class of
             Noteholders;

        (vi) to approve any proposal by the Issuer for any modification, abrogation,
             variation or compromise of any of these Conditions or any arrangement in
             respect of the obligations of the Issuer under or in respect of the Notes;

        (vii) to appoint and to remove the Representative of the Noteholders; and

       (viii) to approve any Basic Terms Modification.

(n)   Powers exercisable only by Extraordinary Resolution


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      A Meeting of the Noteholders of any Class of Notes may not validly resolve nor have
      the power to do any of the following unless such resolution is an Extraordinary
      Resolution:

          (i) to approve the making of a Basic Terms Modification;

         (ii) to approve any matter which, in the reasonable opinion of the Representative of
              the Noteholders, is materially prejudicial to the interests of the Noteholders of
              that Class;

        (iii) to permit the obligations of the Issuer to redeem the Principal Amount
              Outstanding under the Notes of that Class or to pay any amount of interest
              thereunder to be discharged in any manner other than in accordance with their
              terms;

        (iv) to sanction any proposal by the Issuer for any alteration, abrogation, variation
             or compromise of, or arrangement in respect of, the rights of the Noteholders
             against the Issuer or against any of its property or against any other person
             whether such rights shall arise under these Conditions, the Notes or otherwise;

         (v) to assent to any alteration of the provisions contained in these Conditions, the
             Notes or any Class of Notes or the Transaction Documents which shall be
             proposed by the Issuer and/or the Representative of the Noteholders or any
             other party thereto;

        (vi) to discharge or to exonerate the Representative of the Noteholders from any
             liability in respect of any act or omission for which the Representative of the
             Noteholders may have become responsible (other than in the case of fraud or
             wilful default) under or in relation to these Conditions of any Class of the Notes
             or any other Transaction Documents;

        (vii) to approve, authorise, or give any direction which under the provisions of these
              Conditions of the relevant Class of Notes is required to be given by
              Extraordinary Resolution;

       (viii) to approve the terms of any settlement of a dispute or litigation in which the
              Noteholders of that Class are involved as Noteholders of that Class;

        (ix) to grant any person a release or authority to derogate from the requirement to
             obtain the consent of the Noteholders of that Class under these Conditions;

         (x) to approve a sale of the Portfolio following the service of a Trigger Notice; and

        (xi) to sanction, as required, an Extraordinary Resolution by any other Class of
             Noteholders.

(o)   Binding nature of resolution

      Subject to paragraph (m) (Exclusive powers of the Meetings) a resolution passed at any
      meeting of the relevant Class of Noteholders duly convened and held in accordance
      with these Conditions shall be binding on all Noteholders of the relevant Class whether
      or not they are present at the meeting. Any resolution passed at a meeting of the Most
      Senior Class of Notes shall without prejudice to paragraph (p) below also be binding
      upon all the other Classes of Notes;

(p)   Limitations on Resolutions as between Classes of Notes



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          (i) No Extraordinary Resolution involving a Basic Terms Modification passed by
              the Noteholders of any Class shall be effective unless it is sanctioned by an
              Extraordinary Resolution of the Noteholders of all other outstanding Classes of
              Notes.

         (ii) No direction of the Noteholders of any Class to the Representative of the
              Noteholders to take any action and no resolution passed at any meeting of a
              Class of Notes shall be effective for any purpose unless and until either (A) all
              the Noteholders of senior ranking Classes of the Notes (in respect of payments
              of principal) under the Post Enforcement Priority of Payments not redeemed in
              full (each an “Outstanding Senior Class”) have sanctioned such direction or
              resolution; or (B) the Representative of the Noteholders is of the opinion that
              the implementation of such direction or resolution would not be materially
              prejudicial to the interests of the holders of each such Outstanding Senior Class
              of Notes.

        (iii) Where it is specified in these Conditions or the Transaction Documents that
              only the Extraordinary Resolution or resolution of a particular Class of Notes is
              required, such Extraordinary Resolution or resolution shall be effective for all
              purposes without the sanction of any other Class of Noteholders.

(q)   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 signed shall be deemed to have been
      duly convened and held, and all resolutions passed or proceedings transacted at it shall
      be deemed to have been duly passed and transacted.

(r)   Challenge of resolution

      Each Noteholder of the relevant Class who was absent from and/or dissenting at any
      Meeting can challenge resolutions which are not passed in accordance with the
      provisions of the relevant Conditions.

(s)   Individual actions and remedies

          (i) Without prejudice to the other provisions of these Conditions (and subject, in
              particular, to the provisions in Condition 12(b)(iv)(Enforcement)) the right of
              each Noteholder of the relevant Class to bring individual actions or take
              individual remedies to enforce his/her rights under the relevant Class of the
              Notes will be subject to a Meeting not passing a resolution objecting to such
              individual action or other remedy on the grounds that is not convenient at the
              time when the Meeting is held, having regard to the interests of the Noteholders
              of the relevant Class. In this respect, the following provisions shall apply:

                (A) the Noteholder of the relevant Class intending to enforce his/her rights
                    under the relevant Notes will notify the Representative of the Noteholders
                    of his/her intention;

                (B) the Representative of the Noteholders will, without delay, convene a
                    Meeting, in accordance with the relevant Conditions;

                (C) if the Meeting passes a resolution objecting to the enforcement of the
                    individual action or remedy, the Noteholder of the relevant Class will be
                    prevented from taking such action or remedy (provided that the same


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             matter can be submitted again to a further meeting of the Noteholders of
             the relevant Class after a reasonable period of time has elapsed); and

        (D) if the Meeting of the Noteholders of the relevant Class does not object to
            the enforcement of individual action or remedy, or no resolution is taken
            by the Meeting for want of quorum, the Noteholder will not be prohibited
            from taking such individual action or remedy.

   (ii) No individual action or remedy can be taken by a Noteholder to enforce his/her
        rights under the relevant Notes unless a meeting of the Noteholders of the
        relevant Class has been held to resolve on such action or remedy and in
        accordance with the provisions of this paragraph; and

  (iii) The provisions of Condition 12(b)(vii) (Enforcement) and the Intercreditor
        Agreement govern the right of the Noteholders to institute against, or join any
        other person in instituting against, the Issuer any bankruptcy, insolvency or
        compulsory liquidation or similar proceedings.

For the purposes of this Condition 13:

“Basic Terms Modification” means, with respect to the Notes of all Series in any
Class:

    (i) a modification of the date fixed for final maturity of the relevant Class of the
        Notes;

   (ii) any modification which would have the effect of (A) reducing or cancelling of
        the principal amount payable on the relevant Class of the Notes or the priority
        of redemption of the relevant Class of the Notes, (B) altering the amount of
        interest and other amounts, if any, payable on the relevant Class of the Notes,
        (C) altering the method of calculating the amount of interest or such other
        amounts payable on the relevant Class of the Notes, (D) altering the date of
        payment of any interest or such other amount payable of the relevant Class of
        the Notes, (E) altering the currency in which payments are made under the
        relevant Class of the Notes, (F) altering the majority required to pass a
        resolution at any Meeting, the manner in which such majority is constituted at
        any Meeting or an alteration of the quorum required to convene such a Meeting,
        (G) altering the authorisation or consent by the Noteholders, as Issuer Secured
        Creditors, to the application of funds as provided for in the Transaction
        Documents;

  (iii) removing or replacing the Representative of the Noteholders; or

  (iv) amending (A) this definition, (B) the majority required to effect a Basic Terms
       Modification or (C) the majority required to pass an Extraordinary Resolution.

“Block Voting Instruction” means, in relation to any Meeting, a document:

    (i) certifying that certain specified Notes have been blocked in an account with a
        clearing system or the depository Monte Titoli Account Holders (under the
        Monte Titoli system pursuant to Resolution No. 11768), as the case may be, and
        that such Notes will not be released until the conclusion of the Meeting
        specified in such document or, if applicable, any adjournment of such Meeting;

   (ii) certifying that each holder of such Notes has instructed the relevant Proxy (as
        defined below) that the vote(s) attributable to such blocked Note(s) are to be
        cast in a particular way in relation to the resolution or resolutions to be put to


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              such Meeting or any adjournment of such Meeting and that, during the period
              commencing 2 (two) Business Days prior to the time fixed for the Meeting,
              such instruction may not be amended or revoked;

        (iii) specifying the aggregate principal amount of the Notes so blocked,
              distinguishing with regard to each resolution between those in respect of which
              instructions have been given as aforesaid that the votes attributable thereto
              should be cast in favour of the resolution and those in respect of which
              instructions have been so given that the votes attributable thereto should be cast
              against the resolution; and

         (iv) authorising and instructing one or more individuals (who need not be
              Noteholders) named in such document (each a “Proxy”) to vote in accordance
              with such instructions;

      “Certificate of Admission” means a certificate issued by the Monte Titoli Account
      Holders under the Monte Titoli system pursuant to Resolution No. 11768;

      “Extraordinary Resolution” means a resolution passed at a meeting duly convened
      and held in accordance with the provisions contained in the relevant Conditions by a
      majority consisting of not less than 75 per cent. of the votes cast;

      “Meeting” means a meeting means a meeting of the Noteholders or of any Class thereof
      (whether originally convened or resumed following an adjournment);

      “Voter” means any person as described in Condition 15(e) (Meeting of Noteholders –
      Admission); and

      “Written Resolution” means a resolution in writing executed by or on behalf of all the
      Noteholders of the relevant Class and may consist of several instruments in like form
      each executed by or on behalf of one or more of such holders.

14.   REPRESENTATIVE OF THE NOTEHOLDERS

(a)   Each of the Noteholders acknowledges and agrees that the holding of the Notes
      constitutes full and unconditional acceptance of the appointment of the Representative
      of the Noteholders upon the terms of its appointment for the time being, subject to the
      relevant Conditions, and that the Representative of the Noteholders is the legal
      representative of the Noteholders. Pursuant to these Conditions, for as long as any Note
      is outstanding, there shall at all times be a Representative of the Noteholders. The
      appointment of the Representative of the Noteholders shall be made by the Noteholders
      subject to and in accordance with these Conditions, except for the initial Representative
      of the Noteholders appointed at the time of issue of the Notes, who is appointed by the
      initial subscribers of the Rated Notes and the Class C Notes. Each Noteholder is
      deemed to accept such appointment. Each of the Noteholders acknowledges and agrees
      that the Representative of the Noteholders shall (subject to being indemnified against
      costs, losses or liabilities) implement the resolutions taken by the Noteholders and
      generally, when required to act under the Transaction Documents or to make any
      determination with respect to the transactions contemplated therein, protect the interests
      of the Noteholders generally, provided that, in the event of a conflict of interest, the
      interests of the holders of the Most Senior Class of Notes shall prevail. Each of the
      Noteholders acknowledges and agrees that the Representative of the Noteholders has
      been, and each successor Representative of the Noteholders shall be, appointed for an
      unlimited term and can be removed by the Noteholders at any time as specified below.
      The Representative of the Noteholders is entitled to enter into business transactions with




                                                                                           144
      the Issuer and any agent of the Issuer without accounting for any profit resulting
      therefrom.

(b)   The Representative of the Noteholders can be removed by the Noteholders at any time,
      provided that a successor Representative of the Noteholders is appointed which 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

         (ii) a financial institution registered under Article 106 of the Italian Banking Act; or

        (iii) a company incorporated in any jurisdiction of the European Union offering in
              such jurisdiction agency and trust services similar to those to be carried out by
              the Representative of the Noteholders pursuant to the Transaction Documents
              and belonging to a primary banking group; or

         (iv) any other entity which may be permitted 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.

      It is further understood and agreed that directors, auditors, employees of the Issuer and
      those who fall in any of the conditions set out in Article 2399 of the Italian Civil Code
      cannot be appointed as the Representative of the Noteholders. For so long as any Class
      of Rated Notes is listed on the Irish Stock Exchange and the rules of that exchange so
      require, notice of the appointment of any successor Representative of the Noteholders
      as described in this paragraph (b) and in paragraph (c) below shall be published in a
      newspaper having general circulation in Ireland.

(c)   With the exception of the appointment of the first Representative of the Noteholders
      which was made pursuant to the terms of the Subscription Agreements, the appointment
      of any new Representative of the Noteholders or the removal of any Representative of
      the Noteholders shall be approved by a resolution of each Class of Noteholders. The
      Representative of the Noteholders may resign at any time upon giving not less than
      three calendar months’ prior written notice to the Issuer without giving any reason
      therefor and without being responsible for any costs incurred as a result of such
      resignation. The removal and/or resignation of any Representative of the Noteholders
      shall not become effective unless and until a new Representative of the Noteholders has
      been appointed in accordance with these Conditions and has accepted appointment. The
      appointment of such new Representative of the Noteholders shall not be effective until
      such time as the Issuer and the Other Issuer Secured Creditors have granted to such new
      Representative of the Noteholders a mandate in the same form as the Mandate and any
      other powers of attorney (mandati) granted to the previous Representative of the
      Noteholders under the Intercreditor Agreement and the other Transaction Documents.
      If, after the resignation of a Representative of the Noteholders, a new Representative of
      the Noteholders is not appointed at the meeting of the Noteholders within sixty days of
      receipt by the Issuer of the notice of resignation, the resigning Representative of the
      Noteholders will be entitled to appoint its own successor, provided that (i) any
      successor shall satisfy the condition set out above; and (ii) S&P has confirmed in
      writing that such appointment shall not adversely affect the rating of the Rated Notes.
      Each holder of the Rated Notes, by reason of holding the Rated Notes, will recognise
      the power of the Representative of the Noteholders, hereby granted, to appoint its own
      successor and recognise the Representative of the Noteholders so appointed as its
      representative.




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(d)   Each of the Noteholders acknowledges and agrees that the Representative of the
      Noteholders shall implement the resolutions taken by the Noteholders and, when
      required to act under the Transaction Documents or to make any determination with
      respect to the transactions contemplated therein, protect the interests of the Noteholders
      generally, but, in the case of a conflict of interest, the interests of the holders of the
      Most Senior Class of Notes. The Representative of the Noteholders shall ensure that any
      resolution of any meeting of the Noteholders passed is duly implemented and shall
      ensure protection of the Noteholders’ interest with respect to the Issuer.

(e)   The Representative of Noteholders is entitled to have regard, in the exercise of its
      powers, trusts, authorities, duties and discretions: (i) to the interests of the Noteholders
      of each Class (except where expressly provided otherwise), but if, in the Representative
      of the Noteholders’ opinion, there is a conflict between the interests of the Noteholders
      of any Class, it shall be entitled to have regard only to the interest of the holders of the
      Most Senior Class of Notes; and (ii) to the interests of the Issuer Secured Creditors and,
      in any such case, to have regard only (except where specifically provided otherwise) to:
      (A) the interest of the holders of the Most Senior Class of Notes if, in the
      Representative of the Noteholders’ opinion, there is a conflict between the interests of
      the Noteholders of any Class, as the case may be, and the interests of any Other Issuer
      Secured Creditor (or any combination of them); and (B) subject to (A) above, the Issuer
      Secured Creditor to whom any amounts are owed appearing highest in the Post
      Enforcement Priority of Payments.

(f)   The Representative of the Noteholders shall be the agent to act in the name and on
      behalf of the Noteholders for all legal purposes and shall be entitled to exercise in their
      name and on their behalf all the rights granted by the Issuer in favour of the Noteholders
      under the Issuer Security Documents. The Representative of the Noteholders may, in
      the execution and exercise of all its functions or powers, act through authorised
      representatives or an authorised representative. The Representative of the Noteholders
      may also whenever he/it thinks it expedient in the interests of the Noteholders whether
      by special power of attorney or otherwise delegate to any person or persons all his/its
      powers. This delegation may be made upon such terms 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. The Representative of the Noteholders shall, as soon
      as reasonably practicable, give notice to the Issuer of the appointment, renewal,
      extension and termination of any delegation and shall procure that any delegate shall
      also as soon as reasonably practicable, give notice to the Issuer of any sub-delegate.

(g)   The Representative of the Noteholders shall be authorised to represent the Noteholders
      in judicial proceedings, including enforcement proceedings and Insolvency Proceedings
      against the Issuer in so far as they relate to the Notes and the other Transaction
      Documents.

(h)   The Representative of the Noteholders shall not assume and shall not be liable for any
      obligations other than those expressly provided in the Transaction Documents and in
      these Conditions. In particular:

          (i) under the terms of the Intercreditor Agreement, the Issuer Secured Creditors
              have agreed that the Representative of the Noteholders shall not be liable vis-à-
              vis the Issuer Secured Creditors for damages suffered by the Issuer Secured
              Creditors arising from any activity carried out by the Representative of the
              Noteholders acting in its capacity as representative of the Noteholders and of
              Issuer Secured Creditors save in circumstances where the Representative of the
              Noteholders acts with gross negligence (colpa grave) and/or wilful default
              and/or fraud (dolo); and




                                                                                             146
         (ii) the Representative of the Noteholders shall not be liable vis-à-vis the
              Noteholders for damages suffered by the Noteholders arising from any activity
              carried out by the Representative of the Noteholders acting in its capacity as
              representative of the Noteholders, save in circumstances where the
              Representative of the Noteholders acted with gross negligence (colpa grave)
              and/or wilful default and/or fraud (dolo);

(i)   Without limiting the generality of the foregoing, the Representative of the Noteholders:

          (i) shall be entitled to act on the advice, certificate or opinion of or on any
              information obtained from any lawyer, accountant, banker, Rating Agency or
              other expert whether obtained by the Issuer, the Representative of the
              Noteholders or otherwise, provided that, where such lawyer, accountant,
              banker, Rating Agency or other expert is appointed by the Representative of the
              Noteholders, such appointment is made with due care in all the circumstances,
              and, subject to the aforesaid, the Representative of the Noteholders shall not, in
              the absence of gross negligence (colpa grave), wilful default or fraud (dolo), be
              liable for any damages, losses, liabilities or expenses incurred by any party as a
              result of the Representative of the Noteholders so acting. Any such advice,
              certificate or opinion may be obtained by letter, fax or e-mail and the
              Representative of the Noteholders, in the absence of gross negligence (colpa
              grave), wilful default or fraud (dolo), shall not be liable for acting on any such
              letter, fax, telex or e-mail notwithstanding any error contained therein or non-
              authenticity of the same;

         (ii) save as expressly otherwise provided for in these Conditions and in any other
              Transaction Documents, shall have absolute discretion as to the exercise or non
              exercise of any right, power or discretion vested in the Representative of the
              Noteholders by these Conditions, the Transaction Documents or by operation of
              law and shall not be responsible for any loss, costs, damages, expenses or
              inconveniences that may result from the exercise or non-exercise thereof insofar
              as the same are not incurred as a result of its gross negligence (colpa grave),
              wilful default or fraud (dolo);

        (iii) shall be entitled to accept as sufficient evidence of any fact or matter or
              effectiveness of any transaction, unless any of its officers in charge of the
              administration of these Conditions or any Transaction Document are aware or
              have express notice to the contrary, a certificate duly signed by the Issuer, 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
              by the Representative of the Noteholders, acting on such certificate;

         (iv) in relation to the matters in respect of which the Representative of the
              Noteholders is entitled to exercise any of its rights and discretions hereunder,
              the Representative of the Noteholders is entitled to convene a meeting of the
              Noteholders of each Class in order to obtain from them instructions upon how
              the Representative of the Noteholders should exercise such right or discretion.
              Prior to undertaking such action, the Representative of the Noteholders shall be
              entitled to request at the meeting an indemnity and/or security, subject to its
              approval, in respect of all actions, proceedings, claims and demands to which it
              may render itself liable and all costs, charges, damages, expenses and liabilities
              which it may incur by taking such action;

         (v) in relation to the matters in respect of which the Noteholders are entitled to
             direct the Representative of the Noteholders, the Representative of the
             Noteholders shall not be liable for acting upon any resolution purporting to



                                                                                           147
      have been passed at any Meeting of the Noteholders of the relevant Class of
      Notes in respect whereof minutes have been made and signed even if, after its
      service, it emerges that there was some defect in the constitution of the Meeting
      or the passing of the resolution or that for any reason the resolution was not
      valid or binding upon such Noteholders;

 (vi) may call for, and shall be at liberty to accept and place full reliance on, as
      suitable evidence of the facts stated therein, a certificate or letter of
      confirmation as true and accurate and signed on behalf of any Monte Titoli
      Account Holder or common depository, as the case may be, as the
      Representative of the Noteholders considers reasonably appropriate, or any
      form of record made by any of them to the effect that at any particular time, or
      throughout any particular period, any party hereto is, was or will be shown in its
      records as entitled to a determined number of Notes;

(vii) may determine whether or not a default in the performance by the Issuer of any
      obligation under the provisions of these Conditions or contained in the Notes or
      any other Transaction Documents is capable of remedy and, if the
      Representative of the Noteholders certifies that any such default is not capable
      of remedy, such certificate shall be conclusive and binding upon the Issuer, the
      Noteholders, the Other Issuer Secured Creditors and any other party hereto;

(viii) shall be entitled to request and rely upon any certificate or letter of confirmation
       or explanation reasonably believed by it to be genuine of any party to the
       Intercreditor Agreement or any Other Issuer Secured Creditor or any Rating
       Agency in respect of every matter and circumstance for which a certificate is
       expressly provided for hereunder or pursuant to any other Transaction
       Document or in respect of the rating of the Rated 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 incurred
       by its failure to do so; and

 (ix) the Representative of the Noteholder shall be entitled to assume, for the
      purposes of exercising any power, authority, duty or discretion under or in
      relation to the Conditions that such exercise will not be prejudicial to the
      interests of the Noteholders if the Rating Agencies have confirmed that the then
      current rating of the Notes would not be adversely affected by such exercise.
      Notwithstanding the foregoing, it is agreed and acknowledged by the
      Representative of the Noteholders and notified to the Noteholders that a credit
      rating is an assessment of credit and does not address other matters that may be
      of relevance to the Noteholders, and it is expressly agreed and acknowledged
      that such confirmation does not impose on or extend to the Rating Agencies any
      actual or contingent liability to the Representative of the Noteholders, the
      Noteholders or any other third party or create legal relations between the Rating
      Agencies and the Representative of the Noteholders, the Noteholders or any
      other third party by way of contract or otherwise;

 (x) if it deems it necessary, in order properly to exercise its rights or fulfil its
     obligations, to obtain the views of the Rating Agencies as to how a specific act
     would affect any outstanding rating of the Notes or any Class thereof, the
     Representative of the Noteholders may inform the Issuer, which will then
     obtain such views at its expense on behalf of the Representative of the
     Noteholders or the Representative of the Noteholders may seek and obtain such
     views itself at the cost of the Issuer, provided that in any such case (including
     any confirmation given that the current rating of the Notes would not be
     adversely effected) it is agreed and acknowledged by the Representative of the



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              Noteholders and notified to the Noteholders that such views of the Rating
              Agencies are an assessment of credit and do not address other matters that may
              be of relevance to the Noteholders and that such views do not impose or extend
              any actual or contingent liability for the Rating Agencies to the Representative
              of the Noteholders, the Noteholders or any other third party or create legal
              relations between the Rating Agencies and the Representative of the
              Noteholders, the Noteholders or any other third party by way of contract or
              otherwise.

(j)   No provision of these Conditions or any Transaction Document shall oblige the
      Representative of the Noteholders to carry out any action which may be illegal or
      contrary to applicable law or regulations or to act at risk of its own funds or otherwise
      incur to any financial liability in the performance of any of its duties, or in the exercise
      of any of its rights or powers, if it believes that reimbursement of such funds is not
      assured. Therefore, the Representative of the Noteholders may refrain from taking or
      performing any action under these Conditions or any other Transaction Document if it
      has reasonable grounds to believe that it will not be reimbursed for any funds or
      indemnified by the Noteholders or the Issuer against any loss or liability which it may
      incur as a result of such action.

(k)   Each of the Noteholders expressly acknowledges and agrees that 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
              under these Conditions or any other Transaction Document, has occurred and
              until it has express knowledge to the contrary, the Representative of the
              Noteholders is entitled to assume that no such event has occurred;

         (ii) required to monitor or supervise the performance by the Issuer nor any other
              party to the Transaction Documents of their obligations and, until it has actual
              knowledge or receives explicit notice to the contrary, the Representative of the
              Noteholders may assume that no breach has occurred;

        (iii) liable for nor shall it be required to assess the legality, validity, adequacy,
              effectiveness and enforceability of these Conditions or any other Transaction
              Document or any other document or obligation or rights created or purported to
              be created thereby and pursuant thereto and the obligations assumed by the
              Issuer and any other party to the Transaction Documents thereunder are legally
              valid and binding and enforceable against them in accordance with the
              respective terms nor shall it be required to assess any breach or alleged breach
              by the Issuer or any other party to the Transaction Documents of any of the
              representations, warranties and covenants given or undertaken by them in these
              Conditions or any other Transaction Documents;

         (iv) deemed to be a person responsible for the collection, cash and payment services
              for the purposes of Article 2.6 of the Securitisation Law and the Implementing
              Regulations;

         (v) under any obligation to consider the effect of any amendment of these
             Conditions or any of the Transaction Documents on the financial condition of
             individual Noteholders or any other party to the Transaction Documents;

         (vi) under any obligation to disclose to any Noteholder or Other Issuer Secured
              Creditor or any other party (unless and to the extent so required under these



                                                                                             149
              Conditions, the terms of any Transaction Documents or by applicable law) any
              information in respect of the Portfolio or, more generally, of the Securitisation;

        (vii) responsible for the receipt or application by the Issuer of any proceeds in
              relation to the Notes or the distribution of such proceeds to the persons entitled
              thereto;

       (viii) responsible for the maintenance of any rating of the Rated Notes by any rating
              agencies;

         (ix) responsible for, or for investigating, any matter which is the subject of any
              recitals, warranties or representations of any party other than the Representative
              of the Noteholder contained herein or in any other Transaction Document;

         (x) responsible for the adequacy, suitability, or sufficiency of the structure of the
             Securitisation (legally or otherwise) nor for any collection or recovery
             procedures operated by the Servicer in respect of the Portfolio and the relevant
             connected rights; and

         (xi) liable for any failure, omission or error in filing or registering any rights,
              interests or title in and under these Conditions or the Transaction Documents
              whether such failure or error is discovered prior to or on or after issuing the
              Notes and irrespective of whether such failure or omission can be remedied nor
              for the failure by the Issuer to obtain or comply with any authorisation, licence
              or consent in connection with the purchase and administration of the Portfolio.

(l)   The Issuer shall pay to the Representative of the Noteholders a fee for its services as
      Representative of the Noteholders as from the Issue Date. Such fee shall be payable in
      arrear on each Payment Date in the appropriate proportion in accordance with the
      relevant Priority of Payments set out in these Conditions and in the Intercreditor
      Agreement. In the event of the Representative of the Noteholders considering it
      necessary or being requested by the Issuer to undertake duties which the Representative
      of the Noteholders and the Issuer agree to be of an exceptional nature or otherwise
      outside the duties of the Representative of the Noteholders set out in these Conditions,
      the Issuer shall pay to the Representative of the Noteholders such additional
      remuneration as shall be agreed between them.

(m)   The Issuer hereby undertakes to indemnify the Representative of the Noteholders in
      respect of all proceedings (including claims and liabilities in respect of taxes, other than
      on its own overall net income), claims and demands and all costs, charges, expenses,
      and liabilities to which the Representative of the Noteholders (or any person appointed
      by it, to whom any rights, power, authority or discretion may be delegated by it in the
      execution or purported execution of the rights, powers, authorities or discretions vested
      in it by or pursuant to these Conditions, any of the Transaction Documents to which the
      Representative of the Noteholders is a party, or the Notes) may be or become liable or
      which may be incurred by the Representative of the Noteholders (or any such person as
      aforesaid) in respect of any matter or thing done, purported or omitted to be done in any
      way relating to these Conditions and any of the other Transaction Documents to which
      the Representative of the Noteholders is a party or the Notes, including but not limited
      to, legal and travelling expenses and any attorney’s fees, stamp, issue, registration,
      documentary and other taxes or duties due to be paid by the Representative of the
      Noteholders in connection with any action and/or legal proceedings brought against or
      contemplated by the Representative of the Noteholders pursuant to the Transaction
      Documents, or against the Issuer or any other person for enforcing any obligations
      under the Notes or any other of the Transaction Documents, other than as a result of the




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       Representative of the Noteholder’s (or any such person’s as aforesaid) gross negligence
       (colpa grave), and/or wilful default and/or fraud (dolo).

(n)    Upon service of a Trigger Notice, the Representative of the Noteholders shall, pursuant
       to the terms of the Intercreditor Agreement and the Mandate, be entitled, in its capacity
       as representative of the Noteholders, also in the interest and for the benefits of the Other
       Issuer Secured Creditors, pursuant to Articles 1411 and 1723, second paragraph of the
       Italian Civil Code, to exercise certain rights in relation to the Portfolio pursuant to the
       Transaction Documents and in particular, to dispose of the Portfolio in accordance with
       these Conditions. Therefore, the Representative of the Noteholders will be authorised,
       pursuant to the terms of the Intercreditor Agreement and the Mandate therein, 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.

(o)    The Issuer covenants with, and undertakes to the Representative of the Noteholders, that
       it will:

           (i) from time to time, upon demand, execute, at its own cost, any document or do
               any act or thing which the Representative of the Noteholders may specify with
               a view to:

               (a) perfecting or improving or otherwise protecting any charge or security
                   created or intended to be created by any Issuer Security Document,
                   including, without limitation, such additional or related security document
                   in such form as the Representative of the Noteholders may specify; and/or

               (b) upon a Trigger Notice being served upon the Issuer, facilitating the
                   exercise, or the proposed exercise, of any of the powers of the
                   Representative of the Noteholders (including, without limitation, any
                   proxy which may be necessary for the sale of the Portfolio or disposal of
                   any other asset of the Issuer by or on behalf of the Representative of the
                   Noteholders or pursuant to the security created or purported to be created
                   by any Issuer Security Document);

          (ii) from time to time, upon demand, give or join in giving or procure the giving of
               such notices and intimations to such persons, and all in such form, as the
               Representative of the Noteholders may require, at the cost of the Issuer;

          (iii) appoint a firm of independent auditors prior to the Issue Date;

          (iv) at all times keep, or procure the keeping of, proper corporate books and books
               of account and records, and to permit the Representative of the Noteholders
               access to such books of account and such records at all times,

       provided that if the Issuer for any reason fails to observe or punctually perform any of
       its obligations under these Conditions, the Transaction Documents or otherwise, the
       Representative of the Noteholders shall have the power (but not the obligation), in the
       name and on behalf of the Issuer, or otherwise, to perform any such obligation and to
       take any steps which the Representative of the Noteholders may, in its absolute
       discretion, consider appropriate with a view to remedying, or mitigating the
       consequences of, such failure.

15.    LISTING

Application has been made to list the Rated Notes on the Irish Stock Exchange. The Class C
Notes shall not be listed on any stock exchange.


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16.   NOTICE TO NOTEHOLDERS

(a)   Any notice regarding the Notes of any Class to the Noteholders of any Class shall be
      deemed to be validly given, unless provided otherwise by law, by being published
      through the Monte Titoli system and (for so long as the Rated Notes of any Class are
      listed on the Irish Stock Exchange and the rules of that exchange so require) in a leading
      newspaper having general circulation in Ireland (which is expected to be the Irish
      Times).

(b)   Any notice specifying a Payment Date, a Rate of Interest, an Interest Payment Amount,
      a Principal Payment, a Principal Amount Outstanding or that a Trigger Notice has been
      served shall also be sent for electronic display on a Reuters Screen Page or such other
      medium for the electronic display of data as may be approved by the Representative of
      the Noteholders.

(c)   The Representative of the Noteholders shall be at liberty to sanction some other method
      of giving notice to the Noteholders of any Class if, in its opinion, such other method is
      reasonable having regard to market practice then prevailing and to the rules of the stock
      exchange on which the Rated Notes or any Class of them are then listed and provided
      that notice of such other method is given to the Noteholders in such manner as the
      Representative of the Noteholders shall require.

(d)   A copy of each notice given in accordance with this Condition 16 shall be provided to
      Monte Titoli, the Rating Agencies and, for so long as the Rated Notes are listed on the
      Stock Exchange and the rules of that exchange so require, the Stock Exchange. Notice
      to Monte Titoli shall be delivered by the Issuer in accordance with the provisions of
      Resolution No. 11768.

(e)   Any such notice shall be deemed to have been given on the date of such publication (or
      on the date of delivery to Monte Titoli in accordance with Resolution No. 11768) or, if
      published or delivered more than once or on different dates on the first date on which
      publication (or delivery to Monte Titoli) is made.

(f)   The Issuer shall provide the Representative of the Noteholders, the Principal Paying
      Agent and the Irish Paying Agent with four copies of:

          (i) as soon as they become publicly available, its audited annual financial reports
              (including balance sheet, profit and loss and cash flow statements) together with
              the related auditors’ report; and

         (ii) no later than five Business Days following each Payment Date, the Investors
              Report.

      The audited annual financial statements (together with the related auditors’ report) and
      the Investors Report shall be available for inspection by the Noteholders on any
      Business Day at the specified office for the time being of the Principal Paying Agent.

17.   AMENDMENTS, WAIVERS AND CONSENTS

(a)   The Representative of the Noteholders, without the consent of the Noteholders of any
      Class, may agree to any modification or amendment of these Conditions, or any of the
      Transaction Documents which in the Representative of the Noteholders’ opinion
      (except for a Basic Terms Modification): (i) is to correct a manifest error, or if such
      modification or amendment is of a formal, minor or technical nature; or (ii) is not
      materially prejudicial to the interests of the Noteholders of any Class, provided that the
      Representative of the Noteholders may not agree to any such modification which may



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      be materially prejudicial to the interests of the Other Issuer Secured Creditors, without
      their prior written consent.

(b)   The Representative of the Noteholders, without the consent of the Noteholders of any
      Class, may agree to: (i) the waiver or authorisation of any Trigger Event, any breach or
      proposed breach; or (ii) as required, the exercise of any discretion or giving of any
      consent by the Issuer, in each case under (i) and (ii), in relation to such of these
      Conditions as are governing the interests of the relevant Class of Noteholders, or any of
      the Transaction Documents, provided that in the sole opinion of the Representative of
      the Noteholders, such waiver or authorisation or exercise of discretion or giving of
      consent is not materially prejudicial to the interests of the Noteholders of the relevant
      Class. In respect of any amendment or modification to these Conditions or the
      Transaction Documents (other than in respect of a Basic Terms Modification or any
      provision of these Conditions or any of the Transaction Documents referred to in the
      definition of a Basic Terms Modification) which the Issuer has requested the
      Representative of the Noteholders to approve in the context of any further securitisation
      as contemplated in the Transaction Documents, the Representative of the Noteholders
      shall be entitled to assume that any such amendments or modification will not be
      materially prejudicial to the interests of the Most Senior Class of Noteholders if the
      Rating Agencies have confirmed that the then current rating of the Most Senior Class of
      Notes would not be adversely affected by such amendment or modification.
      Notwithstanding the foregoing, it is agreed and acknowledged by the Representative of
      the Noteholders and notified to the Noteholders that a credit rating is an assessment of
      credit and does not address other matters that may be of relevance to the Noteholders,
      and it is expressly agreed and acknowledged that such confirmation does not impose on
      or extend any actual or contingent liability for the Rating Agencies to the
      Representative of the Noteholders, the Noteholders or any other third party or create
      legal relations between the Rating Agencies and the Representative of the Noteholders,
      the Noteholders or any other third party by way of contract or otherwise.

(c)   Any amendment, modification, waiver, authorisation, exercise of discretion or giving of
      consent made pursuant to (a) or (b) above shall be binding on the Noteholders of each
      Class and, unless the Representative of the Noteholders agrees otherwise, shall be
      notified to the Noteholders of each relevant Class in accordance with Condition 16
      (Notice to Noteholders) and to the Rating Agencies as soon as practicable thereafter.

(d)   In the event that, for the purposes of this Condition 17, the Representative of the
      Noteholders is of the opinion that any matter is materially prejudicial to the interests of
      the Noteholders of any Class, only the consent of the Noteholders of the relevant Class
      shall be required thereto. The Representative of the Noteholders may, in determining
      whether any event, matter or thing will not be materially prejudicial to the interest of the
      Noteholders and/or the Other Issuer Secured Creditors, have regard, along with any
      other relevant factors, to whether the Rating Agencies (other than Moody’s) have
      confirmed that such event, matter or thing will not result in the withdrawal or reduction
      of, or entail any other adverse action with respect to, the then current rating of the Rated
      Notes.

(e)   Any consent or approval given by the Representative of the Noteholders under these
      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 determines
      necessary and notwithstanding anything to the contrary contained herein, or in such
      other Transaction Document, such consent or approval may be given with retrospective
      effect.

(f)   Subject as provided above:




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              (i) no modification of any Transaction Document shall be valid unless: (i) it is in
                  writing and signed by or on behalf of each of the parties to the relevant
                  Transaction Document; and (ii) prior notification is made to the Rating
                  Agencies of such modification.

              (ii) unless expressly agreed otherwise, no amendment, modification or variation
                   shall constitute a general waiver of any provisions of these Conditions or any
                   Transaction Document, nor shall it affect any rights or obligations under or
                   pursuant to these Conditions or any Transaction Document which have already
                   accrued up to the date of variation, and the rights and obligations of the
                   Noteholders and/or the Transaction Parties under or pursuant to these
                   Conditions and/or such Transaction Document shall remain in full force and
                   effect, except and only to the extent that they are so varied.

18.     DETERMINATIONS CONCLUSIVE

All notifications, opinions, determinations, certificates, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of these Conditions, whether by the
Reference Banks (or any of them), the Calculation Agent, the Issuer, the Principal Paying
Agent, the Italian Paying Agent or the Representative of the Noteholders shall, in the absence of
manifest error, be binding on the Reference Banks (or any of them), the Calculation Agent, the
Issuer, the Principal Paying Agent, the Italian Paying Agent or the Representative of the
Noteholders and on all the Noteholders and the Other Issuer Secured Creditors and (in the
absence of wilful default or fraud (dolo) or gross negligence (colpa grave)) no liability to the
Noteholders shall attach to such Reference Bank(s), the Calculation Agent, the Issuer, the
Principal Paying Agent, the Italian Paying Agent 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.

19.     NON PETITION AND LIMITED RECOURSE

(a)     Without prejudice to (i) the right of the Representative of the Noteholders to enforce the
        Issuer Security or to exercise any of its other rights or remedies under the Transaction
        Documents, and (ii) the rights of the individual Noteholders under Condition 12(b)(v)
        (Enforcement), none of the Noteholders shall be entitled to institute against the Issuer,
        or join any other person in instituting against the Issuer, any reorganisation, liquidation,
        bankruptcy, Insolvency Proceedings or similar proceedings until one year and one day
        has elapsed since the later of (a) the day on which the Notes have been paid (or
        cancelled) in full, and (b) the day on which all Further Notes issued by the Issuer in the
        context of Further Securitisations have been paid (or cancelled) in full.

(b)     None of the Noteholders or any Other Issuer Secured Creditor will have any right or
        entitlement to the Issuer’s assets other than such of the proceeds of the Issuer Security
        and the Portfolio and the other Securitisation Assets as are available to the Issuer for
        this purpose in accordance with these Conditions and the Transaction Documents. Each
        Noteholder and each Other Issuer Secured Creditor further acknowledges that the
        limited recourse nature of the Notes produces the effect under Italian law of a “contratto
        aleatorio” and accepts the consequences thereof, including the consequences of Article
        1469 of the Italian Civil Code.

(b)     If:

              (i) following the service of a Trigger Notice and following the enforcement of the
                  Issuer Security and the exercise by the Representative of the Noteholders or any
                  other person so entitled of its rights to direct the Issuer and/or to take any action
                  in respect of the Portfolio and any asset or amount derived therefrom; or



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           (ii) on the Maturity Date,

        the aggregate funds available to the Issuer in accordance with the provisions of the
        relevant Priority of Payments for application in or towards any payment obligation (for
        the purposes of this Condition 19, the “Relevant Obligation”) on the Notes of any
        Class (for the purposes of this Condition 19, the “Relevant Notes”) or in respect of any
        obligation owed to any Transaction Party under any Transaction Document (for the
        purposes of this Condition 19, the “Relevant Document”) which, but for the operation
        of this Condition 19, would be due and payable, are not sufficient to pay in full the
        aggregate amount which, but for the operation of this Condition 19, would be due and
        payable on the Relevant Notes or under the Relevant Document in respect of the
        Relevant Obligations on the relevant date, then, notwithstanding any other provision in
        these Conditions or of any Transaction Document, only a pro rata share of the funds
        which are available to make payments in respect of the Relevant Obligation on the
        Relevant Notes or under the Relevant Document, as the case may be, shall be due and
        payable on any Relevant Note or under the Relevant Document, respectively, on the
        relevant date subject to and in accordance with the applicable Priority of Payments and
        the balance of the amount outstanding in respect of the Relevant Obligation on the
        Relevant Notes or under the Relevant Document which, but for the operation of this
        Condition 19, would be due and payable, shall cease to be due and payable and shall be
        definitively cancelled.

(c)     The pro rata amount due and payable in respect of any Relevant Obligation under the
        Relevant Notes shall be calculated by multiplying the amounts available to make
        payments in respect of the Relevant Obligation on the Relevant Note by a fraction, the
        numerator of which is the Principal Amount Outstanding of such Relevant Note and the
        denominator of which is the aggregate Principal Amount Outstanding of all the
        Relevant Notes of the relevant Class, rounding down the resultant figure to the nearest
        Euro cent.

20.     GOVERNING LAW

(a)     The Notes and, except as specified in (b) below, all the Transaction Documents are
        governed by, and shall be construed in accordance with, Italian law.

(b)     The Interest Rate Swap Agreement and the Deed of Charge are governed by, and shall
        be construed in accordance with, English law.

21.     JURISDICTION

(a)     For any disputes regarding the Notes and, except as specified in (b) below, all the
        Transaction Documents, the Milan Courts shall have exclusive jurisdiction.

(b)     For disputes regarding the Interest Rate Swap Agreement and the Deed of Charge, the
        English courts shall have jurisdiction.

22.     MISCELLANEOUS

The holding of a Note by any person constitutes the full acceptance by such person of all the
provisions set out in, referred to and/or incorporated by reference in these Conditions including,
without limitation, the Mandate.




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EXPECTED MATURITY AND EXPECTED AVERAGE LIFE OF THE RATED NOTES

The maturity and average life of the Class A Notes and the Class B Notes cannot be predicted,
as the actual rate at which the Auto Loans will be repaid and a number of other relevant factors
are unknown.

The weighted average life of the Rated Notes will vary according to the rate at which principal
payments are received on the Purchased Receivables, which shall be determined on the basis of
amortisation, scheduled principal payments, prepayments and actual collections received in
respect of each Receivable; calculations as to the expected maturity and average life of the Class
A Notes and the Class B Notes have been based on certain assumptions, including the
following:

(i)     no Partial Early Amortisation Event, Amortisation Event, or Trigger Event has
        occurred;

(ii)    no early redemption of the Notes under the circumstances indicated under Conditions
        7(c) (Redemption, Purchase and Cancellation – Redemption for Tax or Regulatory
        Event) has occurred;

(iii)   there are no delinquencies or defaults on the Purchased Receivables, and scheduled
        principal payments on the Purchased Receivables are received on a timely basis
        together with prepayments, if any, at the respective CPR set out in the table;

(iv)     the Issuer exercises its option to redeem the Notes pursuant to Condition 7(d)
        (Redemption, Purchase and Cancellation – Early Redemption at the Option of the
        Issuer);

(v)     the Principal Component Purchase Price of each Additional Pool transferred to the
        Issuer during the entire Revolving Period is apportioned between the four Segments of
        Receivables in order to obtain at the end of the Revolving Period a composition of the
        Portfolio closed to the following:

            a. 30 per cent related to the Purchased Receivables belonging to Segment 1;

            b. 10 per cent related to the Purchased Receivables belonging to Segment 2;

            c. 30 per cent related to the Purchased Receivables belonging to Segment 3;

            d. 30 per cent related to the Purchased Receivables belonging to Segment 4;

(vi)    the theoretical amortisation plan of each Additional Pool of Receivables has been
        calculated on an aggregate basis and on the basis of the following assumptions relevant
        for each of the four Segments:

            a. Segment 1: weighted average original term to maturity of 51 months, weighted
               average seasoning of 1 month and weighted average interest rate of 7.57 per
               cent;

            b. Segment 2: weighted average original term to maturity of 46 months, weighted
               average seasoning of 1 month and weighted average interest rate of 7.31 per
               cent;

            c. Segment 3: weighted average original term to maturity of 46 months, weighted
               average seasoning of 1 month, weighted average interest rate of 7.88 per cent
               and a balloon payment equal to 50 per cent of the initial outstanding amount;



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           d. Segment 4: weighted average original term to maturity of 46 months, weighted
              average seasoning of 1 month and weighted average interest rate of 8.33 per
              cent.

Expected Average Life of the Rated Notes

  Constant                       Class A Notes                         Class B Notes
 Prepayment
 Rate (CPR)

(% per annum)

                     Expected                    Expected    Expected           Expected
                    Average Life                 Maturity   Average Life        Maturity

                       (years)                                 (years)

     0%                 4.59                October 2013        6.35          October 2013
    4.5%                4.53                 July 2013          6.09           July 2013
    10%                 4.47                 July 2013          6.09           July 2013
    15%                 4.41                 July 2013          6.09           July 2013
    20%                 4.34                 July 2013          6.09           July 2013


The expected average life of the Class A Notes and the Class B Notes are subject to factors
largely outside the control of the Issuer and consequently no assurance can be given that
the assumptions and estimates above will prove in any way to be realistic and they must
therefore be viewed with considerable caution.




                                                                                       157
                                          TAXATION

General
The following is a general description of current Italian tax law and ministerial practice relating
to the Notes concerning to the purchase, ownership and disposition of the Notes. It does not
purport to be a complete analysis of all tax considerations that may be relevant to a decision to
purchase, own or dispose of the Notes and does not purport to deal with the tax consequences
applicable to all categories of prospective beneficial owners of Notes, some of which may be
subject to special rules. In particular, this summary does not discuss the treatment of Notes that
are held in connection with a permanent establishment or fixed base established in Italy through
which a non-Italian resident beneficial owner carries on business or performs professional
services in Italy.

This summary is based upon Italian tax laws and ministerial official practice in effect as at the
date of this Prospectus, which may be subject to change, potentially with retrospective effect.
The Issuer will not update this summary to reflect changes in law, as well as any other change in
any tax regulation and/or practise and, if any such change occurs, the information in this
summary could become invalid.

The Italian Government has recently expressed the intention, at present however suspended, to
reform the taxation mechanism of financial income, overcoming the currently applicable system
articulated on two different tax rates (12,5% and 27%) by the adoption of a single tax rate at
20%. The Italian Government drafted a draft Delegation Law (the Bill) containing amendments
to the taxation of Italian investment funds, setting forth, inter alia, the shifting from the
currently applicable taxation regime based on taxation of accrued proceeds at the funds’ level to
a taxation regime based on taxation of realized proceeds at investors’ level with the application
of an “equalizer”. Such reform – if effectively implemented – would enter into force only after
the approval of one or more decrees implementing the Bill aimed at reforming the taxation of
financial income and, once entered into force, may impact on the current Italian tax regime
applicable to dividends on shares and capital gains and losses upon disposal of shares as
described in the paragraphs below.

Prospective Noteholders should consult their tax advisers as to the consequences under Italian
tax law, under the tax laws of the country in which they are resident for tax purposes and of any
other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving
payments of interest, principal and/or other amounts under the Notes, including in particular the
effect of any state, regional or local tax laws.

Interest, Premia and Other Proceeds Payable on the Notes
Italian Resident Noteholders

Pursuant to Law 239, a substitute tax (imposta sostitutiva) levied at the rate of 12.5 per cent. is
currently applicable to interest, premia and any other proceeds in respect of the Notes (the
“Interest”) if received by an Italian resident beneficial owner of the Notes which is (i) an
individual not engaged in a business activity to which the Notes are effectively connected
(unless such individual has entrusted the management of his financial assets, including the
Notes, to an authorised intermediary and has opted for the so-called Risparmio Gestito regime
according to article 7 of Legislative Decree No. 461 of 21 November 1997 as amended
(“Decree 461 – the Asset Management Option”); (ii) a partnership (other than a società in
nome collettivo or società in accomandita semplice or similar partnership) or a de facto
partnership not carrying out commercial activities or professional associations; (iii) a non-
commercial private or public institution; or (iv) an investor exempt from corporate income tax.
The imposta sostitutiva is a final tax and discharges any other Italian income tax liabilities in
respect of the Interest.




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Pursuant to Law 239, imposta sostitutiva is applied by banks, società di intermediazione
mobiliare (“SIMs”), società di gestione del risparmio (“SGR”), fiduciary companies, agenti di
cambio (exchange agents) and other qualified entities identified by the relevant decrees of the
Ministry of Finance (the “Intermediaries” and each an “Intermediary”). For the
Intermediaries to be entitled to apply the imposta sostitutiva, they must (i) be (a) resident in
Italy or (b) resident outside Italy, with a permanent establishment in Italy or (c) organisations
and companies non-resident in Italy, acting through a system of centralised administration of
securities and directly connected with the Department of Revenue of the Ministry of Finance
(which include Euroclear and Clearstream) having appointed an Italian representative for the
purposes of Law 239; and (ii) be involved, in any way, in the collection of interest or in the
transfer of the Notes. For the purpose of the application of imposta sostitutiva, a transfer of
Notes includes any assignment or any other act, either with or without consideration, which
results in a change of the ownership of the relevant Notes.

Italian resident individuals holding Notes not in connection with entrepreneurial activity who
have opted for the Asset Management Option are subject to a 12.5 per cent annual substitutive
tax on the increase in value of the managed assets accrued at the end of each tax year (which
increase would include any interest and other proceeds accrued on the Notes). The above 12.5
per cent substitute tax is applied on behalf of the taxpayer by the managing authorised
intermediary. In case the resident holders of the Notes described above under (i) and (iii) are
engaged in an entrepreneurial activity to which the Notes are connected, imposta sostitutiva
applies as an advance income tax and may be deducted from the final income tax.

No imposta sostitutiva is applicable on Interest payable to Italian resident corporate entities or
to permanent establishments in Italy of foreign corporations holding the Notes, provided that the
Notes are deposited with an authorised financial intermediary. Interest on the Notes must be
included, on an accrual basis, in the aggregate taxable income of the Noteholders for
corporation tax purposes (“IRES”, levied at the rate of 33 per cent.). Where the investor is a
bank or other financial entity subject to Article 6 of the Decree dated 15 December 1997 no.
446, Interest accrued on the Notes must also be included in the net value of production subject
to regional tax on productive activities (“IRAP”, generally levied at the rate of 4.25 per cent.,
even though regional surcharges may apply).

No imposta sostitutiva is applicable on Interest payable to Italian pension funds (subject to the
regime provided by Article 17, paragraph 1 of Legislative Decree No. 252 of 5 December 2005)
and to Italian collective investment funds, provided that the Notes are deposited with an
authorised financial intermediary. Interest on the Notes must be included in the calculation of
the management result of the fund accrued at year end, which is subject to a substitute tax at the
rate of 11 per cent. (the latter being the “Pension Fund Tax”) in case of pension funds or to a
substitute tax at the rate of 12.5 per cent. in case of Italian collective investment funds (the latter
being the “Mutual Fund Tax”).

No imposta sostitutiva is applicable on Interest payable to Italian real estate investment funds to
which the provisions of Law Decree No. 351 of 25 September 2001, as subsequently amended,
apply, provided that the Notes are deposited with an authorised financial intermediary. The
income of such real estate investment funds (which includes the Interest on the Notes) is in
principle taxed in the hands of the participants to the fund on a cash basis (i.e. upon collection
of the proceeds derived from the investment).

Non-Italian Resident Noteholders

An exemption from imposta sostitutiva applies with respect to certain beneficial owners of the
Notes resident outside of Italy. In particular, pursuant to Law 239, as amended, the aforesaid
exemption will apply to any beneficial owner of a payment of any Interest in favour of a
Noteholder relating to the Notes who (i) is resident, for fiscal purposes, in a country which
allows for a satisfactory exchange of information; (ii) is an international entity or organization



                                                                                                  159
set up in accordance with international agreements ratified in Italy; (iii) is the Central Bank or
an entity also authorised to manage the official reserves of a State; or (iv) is a foreign
institutional investor which is established in a country which allows for a satisfactory exchange
of information, even if it is not a taxpayer in its own country of establishment. According to
rulings No. 20/E dated 27 March 2003 and No. 23/E dated 1 March 2002, Luxembourg holding
companies regulated by Luxembourg Law 31 July 1929, (as amended from time to time), do not
qualify as institutional investors. Countries which recognise the Italian tax authorities’ right to
an adequate exchange of information, are, inter alia, those included in the list provided by
Ministerial Decree dated 4 September 1996 (as subsequently amended). Such decree includes,
amongst others, all members of the European Union, Australia, Brazil, Canada, Japan and the
United States of America, but excludes, amongst others, Switzerland and Cyprus.

The exemption procedure for Noteholders, who are non-resident in Italy but resident in
qualifying countries, identifies two categories of intermediaries:

(i)     an Italian bank or financial institution, or a permanent establishment in Italy of a non-
        resident bank or financial institution (there is no requirement for the bank or financial
        institution to be EU resident) (the “First Level Bank”), acting as intermediary in the
        deposit of the Notes held, directly or indirectly, by the Noteholder with a Second Level
        Bank (as defined below); and

(ii)    an Italian resident bank or SIM, or a permanent establishment in Italy of a non-resident
        bank or SIM, acting as depositary or sub-depositary of the Notes, appointed to maintain
        direct relationships, via telematic link, with the Italian fiscal authorities (the “Second
        Level Bank”). Organisations and companies that are non-resident in Italy, acting
        through a system of centralised administration of securities and directly connected with
        the Department of Revenue of the Ministry of Finance (which include Euroclear and
        Clearstream) are treated as Second Level Banks, provided that they appoint an Italian
        representative (an Italian resident bank or SIM, a permanent establishment in Italy of a
        non-resident bank or SIM, or a company which provides for the centralised
        management of securities in compliance with Art. 80 of Decree dated 24 February 1998
        No. 58) for the purposes of the application of Law 239.

In the event that a non-Italian resident Noteholder deposits the Notes directly with a Second
Level Bank, the latter shall be treated both as a First Level Bank and a Second Level Bank.

The exemption from the imposta sostitutiva of non Italian resident Noteholders with no
permanent establishment in Italy to which the Notes are effectively connected, applies, provided
that non Italian resident investors indicated above:

(i)     are the beneficial owners of payments of Interest or other proceeds on the Notes:

(ii)    timely deposit the Notes, either directly or indirectly, with an institution which
        qualifies as a Second Level Bank; and

(iii)   timely submit to the First Level Bank or the Second Level Bank a self-declaration
        (autocertificazione) of the relevant Noteholder, valid until revocation, required by Law
        239 and in which it declares, inter alia, that he or she is resident, for tax purposes, in a
        country which recognises the Italian fiscal authorities’ right to an adequate exchange of
        information. Such statement must comply with the requirements set forth by a
        Ministerial Decree dated 12 December 2001. This certificate is not required for non-
        Italian investors that are international entities and organizations set up in accordance
        with international agreements ratified in Italy and Central Banks or entities which
        manage, inter alia, the official reserves of a foreign state.




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Failure of a non-resident Noteholder to timely comply with the procedures set forth in Law 239
and in the relevant implementation rules will result in the application of imposta sostitutiva on
Interest payments to a non-resident Noteholder. The 12.5 per cent imposta sostitutiva may be
reduced (generally to 10 per cent) under certain applicable double tax treaties entered into by
Italy, if more favourable, provided that certain documentation formalities are complied with.

Capital Gains on the Disposal or Redemption of the Notes
Italian Resident Noteholders

Pursuant to Decree 461, a 12.5 per cent substitute tax (referred to as capital gain tax) is
applicable to capital gains realised by Italian resident individuals not engaged in entrepreneurial
activities to which the Notes issued by the Issuer are connected, on any sale or transfer for
consideration of the Notes or redemption thereof.

In respect of the application of this capital gain tax, 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
the taxation of capital gains realised by Italian resident individuals not engaged in an
entrepreneurial, the 12.5 per cent capital gain tax on capital gains will be chargeable, on a yearly
cumulative basis, on all capital gains, net of any incurred capital losses, realised by the Italian
resident individual Noteholder, holding Notes not in connection with an entrepreneurial activity,
in any sale or redemption of the Notes which occurs during any given tax year. Italian resident
individuals holding the 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 losses, in
the annual tax return and pay capital gain tax on such gains together with any balance due in
respect of income tax due for such year. Capital losses in excess of capital gains may be carried
forward against capital gains of the same kind realised in any of the four succeeding tax years.

As an alternative to the tax declaration regime, Italian resident individual Noteholders holding
the Notes not in connection with an entrepreneurial activity may elect to pay the capital gain tax
separately on capital gains realised on each sale or redemption of the Notes (the risparmio
amministrato regime provided for by article 6 of Decree 461). Such separate taxation of capital
gains is allowed subject to:

(i)    the Notes being deposited with Italian banks, società di intermediazione mobiliare
(SIM) or certain authorised financial intermediaries ; and

(ii)    an express election for the risparmio amministrato regime being made in writing in due
time by the relevant Noteholder.

The intermediary is responsible for accounting for capital gain tax in respect of capital gains
realised on each sale or redemption of the Notes (as well as in respect of capital gains realised
upon the revocation of its mandate), net of any incurred capital losses, 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 Noteholder or using funds
provided by the Noteholder for this purpose. Under the risparmio amministrato regime, where a
sale or redemption of the Notes results in a capital loss, such loss may be deducted from capital
gains of the same kind subsequently realised, within the same relationship of deposit, in the
same tax year or in the four succeeding tax years. Under the risparmio amministrato regime, the
Noteholder is not required to declare the capital gains in its annual tax return and the Noteholder
remains anonymous.

Any capital gains realised by Italian resident individuals holding the Notes not in connection
with an entrepreneurial activity who have opted for the Asset Management Option will be
included in the computation of the annual increase in value of the managed assets accrued, even


                                                                                               161
if not realised, at year end, subject to a 12.5 per cent. capital gain tax, to be paid by the
managing authorised intermediary. Under the Asset Management Option, any depreciation of
the managed assets accrued at year end may be carried forward against an increase in value of
the managed assets accrued in any of the four succeeding tax years. Also under the Asset
Management Option, the Noteholder is not required to declare the capital gains realised in its
annual tax return and the Noteholder remains anonymous.

Any capital gain realised upon the sale or redemption of the Notes would be treated as part of
the taxable business income (and, in certain circumstances, depending on the "status" of the
Noteholder, also as part of the net value of the production for IRAP purposes) subject to tax in
Italy according to the relevant tax provisions if derived by an Italian company or a similar
commercial entity (including an Italian permanent establishment of a foreign entity to which the
Notes are effectively connected) or Italian resident individuals engaged in an entrepreneurial
activity, as to any capital gains realised within the scope of the commercial activity carried out.

Any capital gains realised by a Noteholder which is an Italian collective investment fund or a
SICAV will be included in the result of the relevant portfolio accrued at the end of the tax
period and will be subject to the Mutual Fund Tax.

Capital gains on the Notes held by real estate investment funds to which the provisions of Law
Decree No. 351 of 25 September 2001, as subsequently amended, apply, are not subject to
capital gain tax: no tax is levied on the aggregate income of the real estate fund.

Any capital gains realised by a Noteholder which is an Italian pension fund (subject to the
regime provided for by article 17, paragraph 1 of Legislative Decree No. 252 of 5 December
2005) will be included in the results of the relevant portfolio accrued at the end of the tax period
and will be subject to Pension Fund Tax.

Non-Italian Resident Noteholders

The 12.5 per cent capital gain tax may in certain circumstances be payable on any capital gains
realised upon sale, transfer or redemption of the Notes by non-Italian resident individuals and
corporations without a permanent establishment in Italy to which the Notes are effectively
connected, if the Notes are held in Italy.

However, pursuant to Article 23 of Presidential Decree No. 917 of 22 December 1986, as
amended from time to time and, any capital gains realised by non-Italian residents without a
permanent establishment in Italy to which the Notes are effectively connected through the sale
for consideration or redemption of the Notes are exempt from taxation in Italy to the extent that
the Notes are listed on a regulated market in Italy or abroad, and in certain cases subject to
timely filing of required documentation (in the form of a self-declaration of non-residence in
Italy) with Italian qualified intermediaries (or permanent establishments in Italy of foreign
intermediaries) with which the Notes are deposited, even if the Notes are held in Italy and
regardless of the provisions set forth by any applicable double tax treaty.

If the Notes are not listed on a regulated market in Italy or abroad:

(i)      capital gains realised upon sale for consideration or redemption of the Notes by non-
Italian resident beneficial owners of the Notes with no permanent establishment in Italy to
which the Notes are effectively connected are exempt from the capital gain tax in the Republic
of Italy if they are resident, for tax purposes, in a country which recognises the Italian tax
authorities right to an adequate exchange of information. Under this circumstance, if the non-
Italian resident beneficial owners without a permanent establishment in Italy to which the Notes
are effectively connected fall under the risparmio amministrato regime or the Asset
Management Option, the exemption from the capital gain tax will apply on the condition that
they file in time an appropriate self-declaration within the relevant time limit with the authorised



                                                                                               162
financial intermediary stating that they are resident in a country which allows an adequate
exchange of information; and

(ii)     in any event, non-Italian resident persons or entities without a permanent establishment
in Italy to which the Notes are effectively connected that may benefit from a double taxation
treaty with the Republic of Italy, providing that capital gains realised upon the sale or
redemption of the Notes are to be taxed only in the country of tax residence of the recipient, will
not be subject to the capital gain tax in the Republic of Italy on any capital gains realised upon
sale for consideration or redemption of Notes. In such a case, if the non-Italian resident persons
or entities without a permanent establishment in Italy to which the Notes are effectively
connected fall under the risparmio amministrato regime or the Asset Management Option, the
exemption from Italian capital gains tax will apply on the condition that they file the appropriate
documents within the relevant time limit with the authorised financial intermediary which
include, inter alia, a statement from the competent tax authorities of the country of residence of
the non-Italian residents.

Early Redemption of the Notes

Without prejudice to the above provisions, in the event that the Notes, having an original
maturity of eighteen months or more, are subject to early redemption in whole or in part, within
eighteen months from the Issue Date, the Issuer will be required to pay an additional amount
equal to 20 per cent. of the Interest accrued on the early redeemed Notes up to the time of the
early redemption, in accordance with the provisions of Article 26 of Decree No. 600 dated 29
September 1973. In accordance with one interpretation of Italian tax law, also in the event of
purchase of Notes by the Issuer with subsequent cancellation thereof prior to eighteen months
from the date of issue, the Issuer may be required to pay. the above 20 per cent additional
amount.

Transfer Tax (Tassa sui contratti di borsa) on the Sale of the Notes

Pursuant to Law Decree no. 435 dated 21 November 1997 and Ministerial Circular no. 106/E
dated 21 December 2001, any sale of the Notes executed in Italy may trigger the application of
Italian transfer tax either (i) at the rate of € 0.0083 for each € 51.65 of the purchase price (or a
fraction thereof) or (ii) if a bank or an entity authorised to carry on investment services in
accordance with Italian laws intervenes in the sale transaction, at the rate of € 0.00465 for each
€ 51.65 of the purchase price (or a fraction thereof) provided that, in the latter case, the amount
of the transfer tax due in a sale transaction will not exceed € 929.62 per sale contract.

In general, transfer tax is not levied, inter alia, in the following cases:

(i)   contracts relating to listed securities entered into on regulated markets (e.g. the
Luxembourg Stock Exchange);

(ii)     contracts relating to securities which are admitted to listing on regulated markets and
finalised outside such markets and entered into:

        (a)     between banks or SIMs or other professional intermediaries authorised to
        perform investment services, pursuant to Legislative Decree No. 415 of 23 July 1996, as
        superseded by Legislative Decree No. 58 of 24 February 1998, or stockbrokers among
        themselves;

        (b)      between authorised intermediaries as referred to in paragraph (a) above and
        non-Italian residents;

        (c)      between authorised intermediaries as referred to in paragraph (a) above, also
        non-Italian residents, and undertakings for collective investment of saving income;



                                                                                               163
(iii)    contracts relating to public sale offers for the admission to listing on regulated markets
or relating to financial instruments already admitted to listing on said markets;

(iv)    contracts for a consideration of less than €206.58; and

(v)     contracts regarding securities not listed on a regulated market entered into between
authorised intermediaries as referred to in (ii)(a) above, on the one hand, and non-Italian
residents, on the other hand.

For transfer tax purposes, transfers of the Notes to or by Italian residents are deemed to be
executed in Italy by presumption of law. Moreover, contracts for the transfer of Notes executed
outside Italy between non-Italian residents will have judicial effect (efficacia giuridica) in Italy
to the extent that transfer tax is paid.

Inheritance and Gift Tax
Pursuant to Law Decree No. 262 of 3 October 2006 (converted into law by Law No. 286 of 24
November 2006), the transfer of any asset of value (including shares, bonds or other securities)
as a result of death or donation are taxed as follows:

(i)      transfers in favour of spouses and direct descendants are subject to an inheritance and
gift tax applied at a rate of 4 per cent. to the extent that the value of the inheritance or gift
exceeds €1,000,000;

(ii)    transfers in favour of relatives up to the fourth degree and relatives-in-law to the third
degree are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire
value of the inheritance or gift; and

(iii)   any other transfer is subject to an inheritance and gift tax applied at a rate of 8 per cent.
on the entire value of the inheritance or gift.

EU Savings Tax Directive
On 3 June 2003, the Council of the European Union adopted a Directive (Council Directive
2003/48/EC, published in the Official Journal of the European Union dated 26 June 2003) on
the taxation of savings income under which Member States will generally be required to provide
the tax authorities of another Member State with details of payments of interest or other similar
income paid by a person within its jurisdiction to an individual resident in that other Member
State. Exceptionally, unless they elect otherwise (and for a transitional period only, which will
end after an agreement on the exchange of information is reached between the European Union
and certain non-European Union states), each of Belgium, Luxembourg and Austria will instead
be required to collect a specific tax from such payments unless the Noteholder within its
jurisdiction authorises the person making the payment to report the payment or presents a
certificate from the relevant tax authority establishing exemption therefrom. Italy has
implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April, 2005
(“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being
met, in the case of interest paid, starting from 1 July 2005, to individuals which qualify as
beneficial owners of the interest payment and are resident for tax purposes in another Member
State, Italian qualified paying agents report to the Italian Tax Authorities details of the relevant
payments and personal information on the individual beneficial owner. Such information is
transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of
residence of the beneficial owner.




                                                                                                164
                                 SUBSCRIPTION AND SALE

BNP Paribas London and Société Générale London (the “Joint Lead Managers”) have,
pursuant to a subscription agreement dated on or prior to the Issue Date between the Joint Lead
Managers, the Arrangers, the Representative of the Noteholders, the Issuer and the Seller in
respect of the Rated Notes (the “Rated Notes Subscription Agreement”), agreed to subscribe
and pay the Issuer for the Rated Notes at the issue price of 100 per cent. of their principal
amount.

Pursuant to a subscription agreement (the “Class C Notes Subscription Agreement” and,
together with the Rated Notes Subscription Agreement, the “Subscription Agreements”) dated
on or prior to the Issue Date between BPF Italy, the Representative of the Noteholders and the
Issuer, BPF Italy (the “Class C Notes Subscriber”) has agreed to subscribe and pay the Issuer
for the Class C Notes at the issue price of 100 per cent. of their principal amount.

The Issuer will pay the Joint Lead Managers an underwriting commission as agreed between the
Issuer and each of the Joint Lead Managers in a separate letter.

The Rated Notes Subscription Agreement is subject to a number of conditions and may be
terminated by each of the Joint Lead Managers in certain circumstances prior to payment for the
Rated Notes to the Issuer. Each of the Issuer and the Seller have given certain representations
and warranties to each of the Joint Lead Managers and have agreed to indemnify each of the
Joint Lead Managers against certain liabilities in connection with the issue of the Rated Notes.

In addition, pursuant to the Subscription Agreements, the Joint Lead Managers and the Class C
Notes Subscriber in their capacity as holders of the Rated Notes and Class C Notes respectively,
will appoint Securitisation Services as representative of the holders of each Class of Notes.
Under the terms of the Subscription Agreements, the Representative of the Noteholders shall be
appointed for a period lasting from the Issue Date to the date on which the last of the holders of
any of the Notes has been paid in full and all amounts due to it from the Issuer by reason of its
holding the Notes are duly paid or the Notes have been cancelled in accordance with the
Conditions.

Set out below is a summary of the principal restrictions on the offer and sale of the Rated Notes
and the distribution of documents relating to the Rated Notes. Similar restrictions apply to the
offer and sale of the Class C Notes and the distribution of documents relating to the Class C
Notes.

Selling restrictions
General

Each of the Joint Lead Managers has represented and agreed with the Issuer, under the Rated
Notes Subscription Agreement, that no action has been or will be taken by it in any jurisdiction
that would or is intended to permit a public offering of the Rated Notes, or the possession,
circulation or distribution of this Prospectus or any other offering or publicity material relating
to the Issuer or the Rated Notes in any jurisdiction where action for that purpose is required. this
Prospectus does not constitute, and may not be used for the purpose of, an offer or solicitation in
or from any jurisdiction where such an offer or solicitation is not authorised. Accordingly, the
Rated Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor
any other offering or publicity material nor any advertisement in connection with the Rated
Notes may be distributed or published in or from any country or jurisdiction, except under
circumstances that will result in compliance with any applicable rules and regulations of any
such country or jurisdiction.




                                                                                               165
Each of the Joint Lead Managers has undertaken not to offer or sell any of the Rated Notes or to
distribute this Prospectus or any other material relating to the Rated Notes in or from any
jurisdiction except under circumstances that will result in compliance with applicable law.

EEA Standard Selling Restriction

In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), each of the Joint Lead Managers has
represented and agreed that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the “Relevant Implementation
Date”) it has not made and will not make an offer of Rated Notes to the public in that Relevant
Member State prior to the publication of a prospectus in relation to the Rated Notes which has
been approved by the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State, all in accordance with the Prospectus Directive, except that it may,
with effect from and including the Relevant Implementation Date, make an offer of Rated Notes
to the public in that Relevant Member State at any time:

(a)     to legal entities which are authorised or regulated to operate in the financial markets or,
        if not so authorised or regulated, whose corporate purpose is solely to invest in
        securities;

(b)     to any legal entity which has two or more of (1) an average of at least 250 employees
        during the last financial year; (2) a total balance sheet of more than Euro 43,000,000
        and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual
        or consolidated accounts;

(c)     to fewer than 100 natural or legal persons (other than qualified investors as defined in
        the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or
        Dealers nominated by the Issuer for any such offer; or
(d)     in any other circumstances which do not require the publication by the Issuer of a
        prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Notes to the public” in relation to
any Rated Notes in any Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and the Rated Notes to be offered
so as to enable an investor to decide to purchase or subscribe the Rated Notes, as the same may
be varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.

United States of America

The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”) or any U.S. State securities laws and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act (as defined by Regulation S under the
Securities Act).

The Notes are in bearer form, 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 and regulations thereunder. Any
United States person who holds the Notes will be subject to limitations under the United States



                                                                                              166
income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the
Internal Revenue Code.

Each of the Joint Lead Managers, under the Rated Notes Subscription Agreement, has
represented and agreed that it has not offered and sold the Rated Notes and will not offer, sell or
deliver Rated Notes, (i) as part of its distribution at any time or (ii) otherwise until 40 days after
the later of the date of commencement of the offering of the Rated Notes and the Issue Date (the
“Distribution Compliance Period”), within the United States or to, or for the account or
benefit of, a U.S. person except in accordance with Rule 903 of Regulation S under the
Securities Act and, accordingly, that neither each of the Joint Lead Managers and its affiliates,
nor any person acting on its or their behalf has engaged or will engage in any directed selling
efforts with respect to the Rated Notes and it and its affiliates and any person acting on its
behalf has complied with and will comply with the offering restriction requirements of
Regulation S under the Securities Act to the extent applicable. Each of the Joint Lead Managers
under the Rated Notes Subscription Agreement has also agreed that, at or prior to confirmation
of sales of any Rated Notes, it will have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Rated Notes from it during the
Distribution Compliance Period a confirmation or notice setting forth the restrictions on offers
and sales of the Rated Notes within the United States or to, or for the account or benefit, of U.S.
persons substantially to the following effect:

“The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (i) as part of their distribution at any time and (ii)
otherwise until 40 days after the later of the commencement of the offering or the closing date,
in either case only in accordance with Regulation S under the Securities Act. Terms used above
have the meanings given to them by Regulation S under the Securities Act.”

In addition, until the end of the Distribution Compliance Period, an offer or sale of the Rated
Notes within the United States by a dealer (whether or not participating in this offering) may
violate the registration requirements of the Securities Act.

United Kingdom

Each of the Joint Lead Managers has represented to and agreed, inter alia, with the Issuer that:

(a)     it has complied and will comply with all applicable provision of the Financial Services
        and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to
        the Rated 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 FSMA) received by it in connection with the issue
        or sale of any Rated Notes in circumstances in which section 21(1) of FSMA does not
        apply to the Issuer.

Italy

Each of the Joint Lead Managers has acknowledged that no application has been or will be
made by any person to obtain an authorisation from CONSOB for the public offering
(sollecitazione all’investimento) of the Notes in the Republic of Italy. Accordingly, each of the
Joint Lead Managers under the Rated Notes Subscription Agreement has represented and agreed
that it has not offered, sold or delivered, and will not offer, sell or deliver, and has not
distributed and will not distribute and has not made and will not make available in the Republic
of Italy any Rated Notes, the relevant Prospetto Informativo or any other offering material
relating to the Rated Notes other than:



                                                                                                 167
(a)       to qualified investors (investitori qualificati), including individuals and small and
          medium size enterprises as they shall be defined by CONSOB regulation on the basis of
          the relevant criteria set out by Directive 2003/71/EC of the European Parliament and of
          the Council of 4 November 2003 (the “Prospectus Directive”), pursuant to art. 100,
          paragraph 1, lett. a) of D.Lgs. no. 58 of 24 February 1998, as amended (the “Financial
          Services Act”); or
(b)       in any other circumstances where an express exemption from compliance with the offer
          to the public of financial instruments and/or financial products rules is provided for by
          the Financial Services Act, CONSOB Regulation no. 11971 of 14 May 1999, as
          amended, and/or any other applicable laws and regulations implementing the Prospectus
          Directive in the Republic of Italy or otherwise amending the existing Italian securities
          laws to conform them with the principles set out in the Prospectus Directive.
Any offer, sale or delivery of the Rated Notes or any offering material relating to the Rated
Notes in the circumstances described in the preceding paragraphs (a) and (b) shall:

              (i) be made in accordance with all applicable Italian laws and regulations;

             (ii) be made only by banks, investment firms or financial companies enrolled on the
                  special register provided for in Article 107 of the Italian Banking Act, to the
                  extent duly authorised to engage in the placement and/or underwriting of
                  financial instruments in Italy in accordance with the Financial Laws
                  Consolidated Act and the relevant implementing regulations.

France
Each of the Joint Lead Managers has represented and agreed that it has not (a) offered, sold or
transferred and will not offer, sell or otherwise transfer, directly or indirectly, any Notes to the
public in the Republic of France; or (b) subject to the provisions set out below, distributed or
caused to be distributed and will not distribute or cause to be distributed in the Republic of
France, this Prospectus or any other offering material relating to the Notes. Such offers, sales,
distributions and other transfers have been and shall only be made in the Republic of France to
"qualified investors" (investisseurs qualifiés) and/or to a “restricted circle of investors” (cercle
restreint d’investisseurs)), provided that such investors are acting for their own account and/or
“persons providing portfolio management financial services” (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers), all as defined in and in
accordance with Articles L. 411-1, L. 411–2 and D. 411-1 to D.411-4 of the French Monetary
and Financial Code (Code monétaire et financier).

The Notes may only be issued, directly or indirectly, to the public in France in accordance with
Article L. 411–2 of the French Monetary and Financial Code (Code monétaire et financier).
Persons in whose possession offering material comes must inform themselves about and
observe any such restrictions. The Prospectus or any offering material relating to the Notes are
not and will not be subject to any approval by or registration (visa) with the French Autorité des
Marchés Financiers.

Ireland

Each of the Joint Lead Managers has represented and agreed that it has complied and will
comply with all applicable provisions of the Investment Intermediaries Act, 1995 of Ireland (as
amended) with respect to anything done by it in relation to the Rated Notes or operating in,
otherwise involving an offer of the notes to the public in Ireland including, without limitation
section 9 and 23 thereof and any codes of conduct rules made under section 37 thereof.




                                                                                               168
                                   GLOSSARY OF TERMS

These and other terms used in this Prospectus are subject to, and in some cases are summaries
of, the definitions of such terms set out in the Transaction Documents, as they may be amended
from time to time.

“Account Bank” means the entity appointed from time to time as account bank by the Issuer
pursuant to the Cash Allocation, Management and Payment Agreement being, as at the Issue
Date, Deutsche Bank London.

“Additional Block Criteria” means the criteria set out in Schedule 5 of Master Receivables
Purchase Agreement, composed of the Common Criteria and the Specific Block Criteria, in
accordance with which any Additional Pool shall be identified as a separate pool (blocco) in
accordance with the Securitisation Law.

“Additional Pool” means any Pool other than the Initial Pool which the Issuer may purchase
from the Seller pursuant to the Master Receivables Purchase Agreement and which shall be
identified as a pool (blocco) on the basis of the relevant Additional Block Criteria.

“Additional Receivable” means any Receivable comprised in any Additional Pool.

“Additional Receivables Specific Requirements” means the requirements set out in Schedule
2 Part C of the Master Receivables Purchase Agreement which each of the Receivables
comprised in any Additional Pool must satisfy.

“Adjusted Available Collections” means any collection subject to an adjustment pursuant to
the Clause 5.15 and 5.16 of the Servicing Agreement.

“Adjusted Available Principal Collections” means any principal amount of the collections
subject to an adjustment pursuant to the Clause 5.15 and 5.16 of the Servicing Agreement.

“Adjusted Interest Rate” means, in respect of a Receivable subject to a Deferred Payment of
the Purchase Price, the interest rate to be indicated by the Seller in the relevant Purchase Offer,
which will be used for the computation of the DPP Excess Margin Component.

“Adjusted Outstanding Balance” means, as of any relevant Purchase Date or Determination
Date as applicable, in respect of a Receivable subject to a Deferred Payment of the Purchase
Price, the present value of the future scheduled payments of principal and interest remaining to
be paid, in accordance with the Amortisation Schedule of such Receivable, determined by
using the Adjusted Interest Rate as discount factor and the relevant Instalment Due Dates.

“Affected Receivable” means any Receivable in relation to which any of the representations
and warranties given by the Seller under Schedule 10 Part B of the Master Receivables
Purchase Agreement was false or incorrect.

“Amortisation Event” means each of the following events during the Revolving Period: (a)
the occurrence of a Purchase Shortfall; (b) the credit rating of the Swap Counterparty is
downgraded to below (i) A1 (in case where that Swap Counterparty or its credit support
provider has only a long-term rating) or A2 or P-1 (in case where that Swap Counterparty or its
credit support provider has both a long term and short-term ratings) by Moody’s or (ii) A-1 by
Standard & Poor’s and the swap agreement is not replaced or guaranteed by a third party with
the required ratings or as the case may be no collateral is put in place within 30 days after the
down grade event; (c) following the occurrence of a Servicer Termination Event, the Successor
Servicer is not appointed within 15 Business Days from the date thereof; or (d) the occurrence
of a Principal Deficiency Shortfall.

“Amortisation Period” means the period commencing on the earlier of (i) First Amortisation


                                                                                               169
Payment Date (inclusive) and (ii) the Payment Date falling on or immediately after the
occurrence of an Amortisation Event, and ending on the earlier of (a) the Payment Date
immediately following the date on which the Representative of Noteholders serves a Trigger
Notice to the Issuer, (b) the date on which the Notes are redeemed in full, (c) the Maturity
Date, or (d) the date on which the Notes are early redeemed in the circumstances indicated
under Conditions 7(c) (Redemption, Purchase and Cancellation – Redemption for Tax or
Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation – Early Redemption at
the Option of the Issuer).

“Amortisation Principal Component” means (a) in respect of the scheduled payments of any
Receivable, the relevant Scheduled Principal Payment, and (b) in respect of any Prepayment of
a relevant Receivable, the lower of (i) the amount of such Prepayment minus the relevant
proportion of the Deferred Excess Margin Outstanding Balance and (ii) the Effective
Outstanding Balance of such Receivable immediately before such Prepayment.

“Amortisation Schedule” means in respect of any Receivable, the scheduled principal and
interest payments of such Receivable, as may be adjusted from time to time following a partial
prepayment or a Commercial Renegotiation, the interest rate of such Receivable being equal to
the Contractual Interest Rate.

“Ancillary Right” means, with reference to each Receivable arising from an Auto Loan
Contract, all rights and claims of the Seller now existing or arising at any time in the future,
under or in connection with such Receivable accruing from (and including) the relevant Cut-
Off Date, including, without limitation:

(a)     all related rights and claims in relation to the payment of any amount or indemnity in
respect of damages suffered and costs, expenses, taxes and ancillary amounts;

(b)     all rights and claims in relation to payment of any other amount or sum due for any
reason;

(c)    all the Seller’s rights, title and interest in and to any security relating to such
Receivable and Auto Loan Contract;

(d)     all indemnity amounts and claims under and in respect of the Insurance Policies;

(e)     any related security; and

(f)      all privileges and priority rights (cause di prelazione) supporting the aforesaid rights
and claims, as well as any right and claim in relation to the reimbursement of legal and judicial
expenses incurred at or after the relevant Cut-Off Date in relation to the recovery of amounts
due in respect of the Receivable and Auto Loan Contract and, in particular, in relation to
judicial proceedings, together with any and all other rights, claims and actions (including any
action for damages), substantial and procedural actions and defences inherent or otherwise
ancillary to the aforesaid rights and claims including, to the greater extent permitted by any
applicable law and in particular by the Securitisation Law, and without limitation, the remedy
of rescission (risoluzione) and the right to accelerate any obligation (dichiarare la decadenza
dal beneficio del termine).

“Arrangers” means BNP Paribas London, Finanziaria Internazionale and Société Générale.

“AUTO ABS Italy Programme” means the programme relating to the Securitisation.

“Auto Loan Contract” means any loan granted by the Seller to any Debtor for the purchase
of a Car.

“Auto Loan With Balloon Payment” means an Auto Loan Contract under which a significant


                                                                                             170
part of the principal amount is due and payable in a single payment on the relevant maturity
date.

“Auto Loan” means any loan arising under an Auto Loan Contract granted to the Debtor for
the purchase of a Car.

“Available Amortisation Amount” means, in respect of each Payment Date during the
Amortisation Period, an amount equal to the higher of:

(a)     zero; and

(b)     an amount equal to (i) minus (ii) where:

(i)    is the aggregate Principal Amount Outstanding of the Rated Notes as calculated on the
immediately preceding Payment Date (or on the Issue Date if such Payment Date is the First
Payment Date); and

(ii)    is the Effective Outstanding Balance of all Performing Receivables, less the
Outstanding DPP Principal Component in respect of such Performing Receivables, each as
calculated on the immediately preceding Determination Date.

“Available Collections” means:

(i)     all cash collections and recoveries (including any proceeds from the disposal of
Defaulted Receivables) received by the Servicer in relation to the Receivables, including those
amount which have been credited to an account in the name of the Servicer; less

(ii)    any Adjusted Available Collections.

“Available Distribution Amount” means:

(a)    during the Revolving Period and the Amortisation Period, on each Payment Date, the
aggregate of the Available Principal Amount and the Available Interest Amount, inclusive of
any amount received on account of interest and/or principal from the Collection Guarantee
Reserve Amount, or, as the case maybe, under the Collection Guarantee, during the
immediately preceding Quarterly Reference Period; and
(b)      following the delivery of a Trigger Notice to the Issuer or in case of early redemption
in the circumstances indicated under Conditions 7(c) (Redemption, Purchase and Cancellation
– Redemption for Tax or Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation
– Early Redemption at the Option of the Issuer), the aggregate balance standing to the credit of
the Issuer Accounts, inclusive of the amounts standing to the credit of the Collection
Guarantee Account or, as the case maybe, the amounts available under the Collection
Guarantee.
“Available Interest Amount” means, on any Payment Date, the sum of:

(a)     the Available Interest Collections credited to the Interest Account in respect of the
Quarterly Reference Period immediately preceding such Payment Date;

(b)    the income generated by the Eligible Investments made in respect of the Quarterly
Reference Period immediately preceding such Payment Date;

(c)    all payments received from the Swap Counterparty on the immediately preceding
Swap Payment Date;

(d)     the interest accrued and credited into the Issuer Accounts (other than the Expenses



                                                                                            171
Account) as at the immediately preceding Determination Date;

(e)     any Cash Reserve Drawing Amount in respect of such Payment Date; and

(f)     any Cash Reserve Released Amount in respect of such Payment Date.

“Available Interest Collections” means any Available Collections other than the Available
Principal Collections standing from time to time to the credit of the Interest Account.

“Available Principal Amount” means, on any Payment Date, an amount equal to:

(a)     the Available Principal Collections credited to the Principal Account in respect of the
Collection Periods comprised in the immediately preceding Quarterly Reference Period; minus

(b)     the Principal Component Purchase Prices of the Receivables paid on the last two (2)
Principal Component Payment Dates preceding such Payment Date; plus

(c)   the remaining balance standing to the credit of the Principal Account on the preceding
Payment Date (but after the application of the relevant Priority of Payments), and plus

(d)     any Class A Principal Deficiency Amount, Class B Principal Deficiency Amount and
Principal Deficiency DPP Component Amount credited into the Principal Account on such
Payment Date in accordance with the Pre Enforcement Interest Priority of Payments.

“Available Principal Collections” means, on any Monthly Settlement Date and in respect of
the immediately preceding Collection Period:

(a)    all Amortisation Principal Components collected by the Servicer under the Performing
Receivables in the course of such Collection Period; plus

(b)      all amounts paid during such Collection Period in respect of the indemnification or the
rescission of the assignment of any Receivables by the Seller; plus

(c)     any principal amount paid by any Insurance Company under the Collective Insurance
Contracts (which do not form part of the Scheduled Principal Payments and to the extent these
payments are not in respect of the Defaulted Receivables) in the course of such Collection
Period; plus or minus, as the case may be,

(d)     any Adjusted Available Principal Collections.

“Available Purchase Amount” means, during the Revolving Period:

(a)     on each Subsequent Purchase Date falling in any month during which a Payment Date
occurs, an amount equal to the lower of:

       (i)     the Maximum Receivable Purchase Amount as calculated on the Calculation
Date immediately preceding such Payment Date; and

        (ii)    the credit balance of the Principal Account following the payments to be made
on such Payment Date in accordance with the Pre Enforcement Interest Priority of Payments,
net of any Available Principal Collections in respect of the Collection Period beginning prior
to such Payment Date; and

(b)     on each Subsequent Purchase Date falling in any month during which a Payment Date
does not occur, an amount equal to the credit balance of the Principal Account as of the
Business Day after the Monthly Servicer Report Date prior to such Subsequent Purchase Date,
net of any Available Principal Collections in respect of the Collection Period beginning prior


                                                                                            172
to such Subsequent Purchase Date.

“Balloon Receivable” means a Receivable arising from an Auto Loan With Balloon Payment.

“BNP Paribas London” means BNP Paribas acting trough its London branch.

“BNP Paribas” means BNP Paribas, a company incorporated under the laws of the Republic
of France, having its registered office at 20 Boulevard des Italiens, 75009 Paris, France.

“Bookrunners” means together BNP Paribas London and Société Générale London.

“BPF Italy” means BANQUE PSA FINANCE, a société anonyme incorporated under the laws
of France with a share capital of EUR 177,408,000, whose registered office is located at 75,
avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies
Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the
Credit Institutions and Investment Companies Committee (Comité des Établissements de
Crédit et des Entreprises d’Investissement), acting through its Italian branch with offices at
Via Plezzo No. 24, Milan, registered in the special register held by the Bank of Italy pursuant
to Article 13 of the Italian Banking Act.

“Business Day” means any day on which the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System (or any successor thereto) is open for
business.

“Calculation Agent” means the entity appointed from time to time as calculation agent by the
Issuer pursuant to the Cash Allocation, Management and Payment Agreement being, as at the
Issue Date, Securitisation Services.

“Calculation Date” means the 21st day of January, April, July and October in each year or if
such day is not a Business Day, the immediately following Business Day.

“Car Sellers” (Concessionari) means a subsidiary or a branch, as the case may be, of the
Peugeot or Citroën network in Italy, or a car dealer being franchised with the Peugeot or
Citroën network, which has entered into a sale contract in respect of a Car with any person
who has simultaneously entered into an Auto Loan Contract with the Seller for the purposes of
financing the acquisition of such Car.

“Car” means, as the case may be, a New Car or a Used Car.

“Cash Allocation, Management and Payment Agreement” means the cash allocation,
management and payment agreement entered into on or prior to the Issue Date between the
Issuer, the Representative of the Noteholders, the Calculation Agent, the Cash Manager, the
Account Bank and the Paying Agents.

“Cash Manager” means the entity appointed from time to time as cash manager by the Issuer
pursuant to the Cash Allocation, Management and Payment Agreement being, as at the Issue
Date, Banque PSA Finance.

“Cash Reserve Account” means the Euro-denominated account in the name of the Issuer
designated as such and held with the Account Bank, and any replacement thereof.

“Cash Reserve Drawing Amount” means, in respect of each Payment Date, the lower of:

(a)     the Cash Reserve Outstanding Amount; and

(b)      the amount by which the aggregate of the payments and provisions required for items
(a) to (g), (i) and, in addition, during the Amortisation Period only, items (h) and (j), of the Pre


                                                                                                173
Enforcement Interest Priority of Payments (as calculated on the Calculation Date immediately
preceding such Payment Date) exceeds the actual amount of Available Interest Amount (with
the exception of item (e) thereof) available to pay or provide for such items of the Pre
Enforcement Interest Priority of Payments on such Payment Date.

“Cash Reserve Initial Amount” means the amount of euro 18,700,000.

“Cash Reserve Outstanding Amount” means the credit balance (if any) from time to time of
the Cash Reserve Account.

“Cash Reserve Released Amount” means, in respect of each Payment Date, the positive
difference between the Cash Reserve Outstanding Amount (net of any Cash Reserve Drawing
Amount in respect of such Payment Date) and the Cash Reserve Required Amount.

“Cash Reserve Replenishment Amount” means, on any Calculation Date in respect of the
immediately following Payment Date, an amount equal to the difference, if positive, between
the Cash Reserve Required Amount and the Cash Reserve Outstanding Amount.

“Cash Reserve Required Amount” means in respect of each Payment Date, during the
Revolving Period and the Amortisation Period, an amount equal:

(i)      2.2 per cent. of the aggregate Initial Principal Amount of the Rated Notes, if the ratio
between the aggregate Principal Amount Outstanding of the Rated Notes and the aggregate
Initial Principal Amount of the Rated Notes is not lower than 50%; or

(ii)    if the ratio between the aggregate Principal Amount Outstanding of the Rated Notes
and the aggregate Initial Principal Amount of the Rated Notes is lower than 50%, the greater
of:

      a. 4.4 per cent of the aggregate Principal Amount Outstanding of the Rated Notes, and

      b. 1.1 per cent of the aggregate Initial Principal Amount of the Rated Notes,

provided that the Cash Reserve Required Amount shall be reduced to zero on the earlier of (i)
the Maturity Date, and (ii) the Payment Date on which all the Rated Notes have been redeemed
in full.

“Cash Reserve” means the reserve fund funded by the Issuer on the Issue Date out of the
proceeds of the issuance of the Class C Notes.

“Class A Noteholders” means the holders of the Class A Notes from time to time or any of
them.

“Class A Notes” means the Euro 816,000,000 Class A Asset Backed Floating Rate Notes due
October 2020 issued by the Issuer on the Issue Date.

“Class A Principal Deficiency Amount” means in respect of any Payment Date (prior to the
application of the relevant Priorities of Payments) an amount equal to the greater of:

(a)      zero; and

(b)      an amount equal to (i) minus (ii), where (i) is the Principal Deficiency Net Amount;
and (ii) is the Class B Principal Deficiency Amount (as calculated in respect of such Payment
Date).

“Class A Principal Payments” means, with reference to each Payment Date falling during the
Amortisation Period, an amount equal to the lower of (a) the Available Amortisation Amount


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on such Payment Date, (b) the amount available after application of the Available Principal
Amount, on such Payment Date, to all items ranking in priority to the payment of principal on
the Class A Notes in accordance with the Pre Enforcement Principal Priority of Payments, and
(c) the Principal Amount Outstanding of the Class A Notes on such Payment Date (prior to any
payment being made on such Payment Date in accordance with the Pre Enforcement Principal
Priority of Payments).

“Class B Noteholders” means the holders of the Class B Notes from time to time or any of
them.

“Class B Notes” means the Euro 34,000,000 Class B Asset Backed Floating Rate Notes due
October 2020 issued by the Issuer on the Issue Date.

“Class B Principal Deficiency Amount” means, in respect of any Payment Date (before
application of the relevant Priority of Payments) an amount equal to the lower of (a) the
Principal Deficiency Net Amount, and (b) the aggregate Principal Amount Outstanding of the
Class B Notes on the previous Payment Date (or, if the relevant Payment Date falls on the First
Payment Date, the Issue Date).

“Class B Principal Payments” means, with reference to each Payment Date falling during the
Amortisation Period, an amount equal to the lower of (a) the lower between (x) the Available
Amortisation Amount on such Payment Date less the Class A Principal Payments, and (y) the
amount available after application of the Available Principal Amount on such Payment Date to
all items ranking in priority to the payment of principal on the Class B Notes in accordance
with the Pre Enforcement Principal Priority of Payments, and (b) the Principal Amount
Outstanding of the Class B Notes on such Payment Date (prior to any payment being made on
such Payment Date in accordance with the Pre Enforcement Principal Priority of Payments).

“Class C Noteholders” means the holders of the Class C Notes from time to time or any of
them.

“Class C Notes Subscriber” means BPF Italy.

“Class C Notes Subscription Agreement” means the subscription agreement in respect of the
Class C Notes entered into on or prior to the Issue Date between the Issuer, the Representative
of the Noteholders and the Class C Notes Subscriber.

“Class C Notes” means the Euro 18,700,000 Class C Asset Backed Fixed Rate and Variable
Return Notes due October 2020 issued by the Issuer on the Issue Date.

“Class C Principal Payment” means in respect of any Payment Date, the lower between (x)
the Principal Amount Outstanding of the Class C Notes on such Payment Date (prior to any
payment being made on such Payment Date in accordance with the Pre Enforcement Priority
of Payments), and (y) the lower between (a) the Cash Reserve Released Amount and (b) the
Available Interest Amount in respect of such Payment Date less the aggregate amounts to be
paid under items (a) to (p) of the Pre Enforcement Interest Priority of Payments.

“Clean Up Option Date” has the meaning ascribed thereto in Condition 7(d) (Redemption,
Purchase and Cancellation – Early Redemption at the Option of the Issuer).

“Clean up Option” has the meaning ascribed thereto in Condition 7(d) (Redemption,
Purchase and Cancellation – Early Redemption at the Option of the Issuer).

“Clearstream” means Clearstream Banking S.A. or such additional or alternative clearing
system approved by the Issuer and the Representative of the Noteholders in relation to the
Notes.



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“Collateral Integration Amount” means in respect of any Payment Date during the
Revolving Period, the positive difference between (a) the Available Purchase Amount as of the
immediately preceding Subsequent Purchase Date and (b) the Principal Component Purchase
Price of the Receivables purchased on the Subsequent Purchase Date falling immediately prior
to such Payment Date.

“Collection Guarantee Account” means the account which, following the occurrence of a
Collection Rating Event, shall be opened in the name of the Issuer and into which the
Collection Guarantee Reserve Amount shall be credited by the Servicer, provided that the
Servicer does not procure the issuance of a Collection Guarantee, in accordance with the
provisions of the Servicing Agreement.

“Collection Guarantee Reserve Amount” means (a) at any time during the Revolving
Period, an amount equal to 5.35% of the Initial Principal Amount of the Rated Notes; (b)
during the Amortisation Period, on the Monthly Servicer Report Date falling in January, April,
July and October of each year, the maximum amount of monthly Available Collections as of
the end of the immediately preceding Quarterly Reference Period, multiplied by 1.1.

“Collection Guarantee” means the guarantee, acceptable for the Rating Agencies, which,
following the occurrence of a Collection Rating Event, shall be issued by an Eligible
Institution for the benefit of the Issuer, provided that the Servicer does not procure the
crediting of the Collection Guarantee Reserve Amount into the Collection Guarantee Account,
in accordance with the provisions of the Servicing Agreement.
“Collection Period” means, in respect of a Monthly Settlement Date, the calendar month
immediately preceding such Monthly Settlement Date provided that the first Collection Period
shall begin on the First Cut-Off Date and shall end on 31 July 2007.

“Collection Rating Event” means, in respect and for the purposes of the undertaking of the
Servicer to open and credit into the Collection Guarantee Account the Collection Guarantee
Reserve Amount or, alternatively, procure the Collection Guarantee for the benefit of the
Issuer as provided for under the Servicing Agreement, the event occurring when (a) the short-
term unsecured and unsubordinated debt obligations of the Servicer cease to be rated at least
A-2 by S&P, or (b) the long-term unsecured and unsubordinated debt obligations of the
Servicer cease to be rated at least Baa3 by Moody’s.

“Collective Insurance Contracts” means each of the collective insurance contract from time
to time entered into between the Seller as the contracting party and beneficiary and the relevant
Insurance Company in respect of which the insured risks include the inability to pay
Instalments due to death, temporary or permanent loss of employment or disability of the
relevant Debtor whether or not leading to loss of employment of such Debtor.

“Commercial Debtor” means each Debtor which is not a Private Debtor.

“Commercial Renegotiation” means any renegotiation carried out by the Servicer in respect
of a Purchased Receivable, in accordance with and subject to the Servicing Procedures or
otherwise pursuant to the conditions set out in the Servicing Agreement.

“Common Criteria” means the common criteria set out in Schedule 5 Part A of the Master
Receivables Purchase Agreement pursuant to which, together with the Specific Block Criteria
the Additional Receivables transferred to the Issuer on each Purchase Date shall be identified
as a pool (blocco) pursuant to the Securitisation Law.

“Conditions” means the terms and conditions of the Notes and reference to a “Condition”
shall mean a reference to the relevant provision of the Conditions.

“Connected Third Party Creditor” means any third party creditor of the Issuer including,


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without limitation, any tax authority, listing agent, stock exchange or Rating Agency whose
claims relate to the Securitisation, other than the Noteholders and the Other Issuer Secured
Creditors.

“Constant Instalment Receivable” means a Receivable in respect of which the Instalments to
be paid by the corresponding Debtor on each Instalment Due Dates are of equal amount.

“Contracts Eligibility Requirements” means the requirements set out in Schedule 2 Part A of
the Master Receivables Purchase Agreement which each of the Auto Loan Contracts must
satisfy.

“Contractual Interest Rate” means, in relation to any Receivable, the rate of interest
provided for in the corresponding Auto Loan Contract.

“Corporate Servicer” means any person appointed from time to time as a corporate servicer
by the Issuer pursuant to the Corporate Services Agreement being, as at the Issue Date,
Securitisation Services.

“Corporate Services Agreement” means the corporate services agreement entered into on or
prior to the Issue Date between the Issuer and the Corporate Servicer relating to the provision
of certain corporate administration services to the Issuer.

“Credit Insurance Policy” means each of the credit insurance policy entered into between the
Seller as the contracting party and beneficiary and any insurance company pursuant to which
the relevant insurance company has insured, inter alia, the collections by the Seller of the
Receivables deriving from the Auto Loan.

“Cut-Off Date” means the First Cut-Off Date or the date which shall be indicated by the
Seller under the relevant Purchase Offer as Subsequent Cut-Off Date, as applicable.

“Debtor” means each entity and/or person who has entered into an Auto Loan Contract with
the Seller from which a Receivable arises.

“Decree 213/98” means the Italian Legislative Decree No. 213 of June 1998, as amended and
supplemented from time to time.

“Deed of Charge” means the deed of charge entered into on or prior to the Issue Date between
the Issuer and the Representative of the Noteholders for itself and as representative of the
Noteholders and the Other Issuer Secured Creditors.

“Defaulted Receivable” means any Receivable:

(a)     with an aggregate unpaid amount higher than 5 Instalments; or

(b)      with an unpaid amount inferior or equal to 5 Instalments and which has been written
off or accelerated by the Servicer, acting in accordance with the Servicing Procedures.

“Deferred Excess Margin Outstanding Balance” means, as of the relevant Purchase Date
and on any Determination Date thereafter, in respect of any Receivable being subject to a
Deferred Payment of the Purchase Price, the Outstanding Balance of that Receivable minus the
Adjusted Outstanding Balance of that Receivable as of such Purchase Date or Determination
Date thereafter, as the case maybe.

“Deferred Payment of the Purchase Price” means the deferred payment of the DPP Excess
Margin Component relating to the Receivables in relation to which the Seller has notified to
the Issuer an Adjusted Interest Rate.



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“Deferred Purchase Price” means, in respect of each Pool, the sum of the Individual
Deferred Purchase Price of each Receivable comprised in the relevant Pool.

“Delinquent Receivable” means any Receivable with an aggregate unpaid amount at least
equal to one Instalment.

“Determination Date” means the last day of each calendar month.

“Deutsche Bank International” means Deutsche Bank International Corporate Services
(Ireland) Limited, a company organised under the laws of Ireland and having its registered
office at 5 Harbourmaster Place, Dublin 1, Ireland.

“Deutsche Bank Italy” means Deutsche Bank S.p.A., a joint stock company (società per
azioni) organised under the laws of Italy, having its registered office at Piazza del Calendario
3, 20126 Milan, Italy and enrolled in the register of banks held by Bank of Italy pursuant to
Article 13 of the Italian Banking Act.

“Deutsche Bank London” means Deutsche Bank AG, a company organised under the laws of
Germany, acting through its London branch whose principal office in London is at Winchester
House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom.

“Disability Insurance Policy” means any insurance coverage for death, temporary or total
employment disability, and permanent total disability, which is held by an Debtor as a result of
the Debtor’s participation in the Collective Insurance Contract as an insured party, by means of
the execution of the relevant Auto Loan Contract.

“DPP Excess Margin Component” means, for each Receivable comprises in each Pool, other
than the Initial Pool, the amount calculated on each relevant Purchase Date with reference to
the immediately preceding Cut-Off Date as the positive difference, if any, between (i) the
Outstanding Balance of that Receivable, and (ii) the Adjusted Outstanding Balance of that
Receivable.

“DPP Payment Date” means (i) during the Revolving Period, any Payment Date, and (ii)
during the Amortisation Period, any Payment Date falling after the expiry of the eighteenth
month succeeding the beginning of the Amortisation Period.

“DPP Principal Component” means, for each Receivable, the amount calculated on the
relevant Purchase Date in relation to the immediately preceding Cut-Off Date as the product
between (i) the Effective Outstanding Balance of that Receivable and (ii) the applicable DPP
Principal Required Percentage, provided that for any Receivable comprised in the Initial Pool
the DPP Principal Component shall be equal to zero.

“DPP Principal Required Percentage” means:

(a)     in respect of any Receivable relating to a New Car, not being a Balloon Receivable,
granted to Private Debtors, 0%;

(b)     in respect of any Receivable relating to a New Car, not being a Balloon Receivable,
granted to Commercial Debtors, 2.5% on any Purchase Date on which the Segment 2
Overcollateralization Ratio is lower than or equal to 2.5%, and, on any other Purchase Date,
any percentage such that the Segment 2 Overcollateralization Ratio is not lower than 2.5%;

(c)     in respect of any Balloon Receivable relating to a New Car, granted to Private
Debtors, 3.9% on any Purchase Date on which the Segment 3 Overcollateralization Ratio is
lower than or equal to 3.9%, and, on any other Purchase Date, any percentage such that the
Segment 3 Overcollateralization Ratio is not lower than 3.9%;



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(d)     in respect of any Receivable relating to a Used Car, not being a Balloon Receivable,
granted to Private Debtors, 6.1% on any Purchase Date on which the Segment 4
Overcollateralization Ratio is lower than or equal to 6.1%, and, on any other Purchase Date,
any percentage such that the Segment 4 Overcollateralization Ratio is not lower than 6.1%.

“Due DPP Excess Margin Component” means, on any Payment Date, the positive difference
between (i) the Deferred Excess Margin Outstanding Balance as at the Determination Date
falling prior to the immediately preceding Payment Date, and (ii) the Deferred Excess Margin
Outstanding Balance as at the immediately preceding Determination Date.

“Due DPP Principal Component” means, on any DPP Payment Date, the aggregate of (a) the
Outstanding DPP Principal Components in respect of the Receivables classified as Defaulted
Receivables during the immediately preceding Quarterly Reference Period and calculated as at
the relevant date of classification of such Receivables as Defaulted Receivables, and (b) the
aggregate of the Payable DPP Principal Component in respect of the Performing Receivables
as at the three immediately preceding Determination Dates, provided that, on any other
Payment Date not being a DPP Payment Date, the aggregate of the amounts under item (a) and
(b) above shall become due and payable on the first Payment Date being a DPP Payment Date.

“Effective Interest Rate” means, (i) in respect of a Receivable not subject to a Deferred
Payment of the Purchase Price, the Contractual Interest Rate, and (ii) in respect of a
Receivable subject to a Deferred Payment of the Purchase Price, the Adjusted Interest Rate.

“Effective Outstanding Balance” means as of any relevant Purchase Date and Determination
Date, (a) in respect of a Receivable subject to a Deferred Payment of the Purchase Price, the
Adjusted Outstanding Balance of that Receivable as of such date or (b) in respect of a
Receivable not subject to a Deferred Payment of the Purchase Price, the Outstanding Balance
of that Receivable as of such date.

“Eligibility Requirements” means the requirements set out in Schedule 2 of the Master
Receivables Purchase Agreement which each Receivable comprised in any Pool is required to
satisfy.

“Eligible Institution” means any depositary institution, the short-term unsecured and
unsubordinated debt obligations of which are rated at least P-1 from Moody’s and A-1 from
S&P, provided that for so long as the Italian Paying Agent is Deutsche Bank S.p.A. and it does
not qualify as an Eligible Institution, it will nonetheless be deemed as an Eligible Institution if:
(i)     Deutsche Bank AG is an Eligible Institution;
(ii)    its long-term unsecured and unsubordinated debt obligations are rated at least A1 from
        Moody’s,
(iii)   Deutsche Bank AG holds at least 90% (ninety per cent.) interest in the Italian Paying
        Agent and the words “Deutsche Bank” are in denomination of the Italian Paying
        Agent, and
(iv)    there are no material changes in the ownership structure of its controlling parent
        company which would result in the downgrading of the rating of the Rated Notes,
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 Investment” means (a) any Euro denominated senior (unsubordinated) debt security,
bank account, deposit or other debt instrument providing a fixed principal amount at maturity
(such amount not being lower than the initially invested amount) issued by, or fully and
unconditionally guaranteed on an unsubordinated basis by, or (if a bank account) held at an
Eligible Institution also having (i) a long-term rating for its unsecured, unsubordinated and
unguaranteed debt obligations equal to, or higher than, A1 from Moody’s and (ii) a short term



                                                                                                179
rating for its unsecured, unsubordinated and unguaranteed debt obligations equal to, or higher
than, P-1 from Moody’s and A-1 from S&P and which has a maturity date falling not beyond
the Eligible Investments Maturity Date, provided that any eligible investment having a
maturity date exceeding 60 calendar days shall have to be rated A-1+ by S&P; or (b) any
repurchase transaction between the Issuer and an Eligible Institution having the characteristics
referred to under (a) above, in respect of debt securities or other debt instruments having the
characteristics referred to above; or (c) any other instrument which is in the form of a Euro
denominated open ended liquidity funds having a rating of Aaa/MR1 from Moody’s and
AAAm/AAAm-G from S&P.

“Eligible Investments Maturity Date” means any of the following:

(i)    in case of the Available Collection standing to the credit of the General Collection
Account, one Business Day immediately preceding the Monthly Servicer Report Date
immediately succeeding the Collection Period in respect of which the Eligible Investment was
made;

(ii)   in case of the Available Interest Collection standing to the credit of the Interest
Account and the amounts standing to the credit of the Cash Reserve Account, the third
Business Day immediately preceding the Payment Date immediately succeeding the Quarterly
Reference Period in respect of which the Eligible Investment was made;

(iii)   in case of the Available Principal Collection standing to the credit of the Principal
Account: a) one Business Day immediately preceding each Monthly Settlement Date (not
being a Payment Date), or b) the third Business Day immediately preceding the Payment Date
immediately succeeding the Quarterly Reference Period in respect of which the Eligible
Investment was made.

“Enforcement Proceedings” means any judicial proceeding or any proceeding aimed at
recovering any Purchased Receivable, including the enforcement of the Ancillary Rights.

“English Issuer Security” means the Security Interests created under the Deed of Charge in
favour of the Representative of the Noteholders for the benefit of the Issuer Secured Creditors.

“Euribor” means the rate determined in accordance with Condition 6 (b) (Right to Interest –
Rate of Interest).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System or such
additional or alternative clearing system approved by the Issuer and the Representative of the
Noteholders in relation to the Notes.

“Excluded Receivable” means any Receivable erroneously included in the relevant Pool
which does not satisfy the Initial Block Criteria or the Additional Block Criteria as applicable,
pursuant to the relevant provisions of the Master Receivables Purchase Agreement.

“Exclusion Notice” means the notice by which it is communicated the existence of an
Excluded Receivable.

“Expenses Account” means the Euro-denominated account in the name of the Issuer
designated as such and held with the Banca Antoniana Popolare Veneta S.p.A., Ag 1, and any
replacement thereof, to which the Retention Amount should be credited and out of which the
expenses will be paid during each Collection Period.

“Final Instalment” means the last Instalment of an Auto Loan Contract.

“Finanziaria Internazionale” means Finanziaria Internazionale Securitisation Group S.p.A. a
company incorporated under the laws of Italy having its registered office at Via Vittorio


                                                                                             180
Alfieri No. 1, 31015 Conegliano (Treviso), Italy.

“Fire and Theft Insurance Policy” means each of the insurance policies against the risk of
civil liability, fire and theft over the Cars as executed by the Debtors, as contracting parties,
and the relevant insurance company .

“First Amortisation Payment Date” means the Payment Date falling the third year after the
Issue Date, being the Payment Date falling in October 2010.

“First Cut-Off Date” means 5 July 2007.

“First Payment Date” means the Payment Date falling in October 2007.

“First Purchase Date” means 9 July 2007, being the date on which the Initial Pool has been
transferred by the Seller to the Issuer.

“First Purchase Offer Date” means 9 July 2007, being the date on which the Seller proposed
to the Issuer the purchase of the Initial Pool.

“Fixed Amount” means any fixed amount that the Issuer shall pay to the Swap Counterparty
under the Interest Rate Swap Agreement.

“Floating Amount” means the floating amount payable by the Swap Counterparty to the
Issuer under the Interest Rate Swap Agreement.
“Following Business Day Convention” means the business day convention under which,
where a relevant date falls on a day which is not a Business Day, that date will be adjusted so
that it falls on the first following day that is a Business Day.

“Foreclosure Proceedings” means any court proceedings brought against a Debtor of a
Purchased Receivable for the amounts outstanding under the relevant Auto Loan, together with
the relevant interest and expenses.

“Further Notes” has the meaning ascribed thereto in Condition 4 (Covenants).

“Further Securitisation” has the meaning ascribed thereto in Condition 4 (Covenants).

“Further Securitisations Portfolios” has the meaning ascribed thereto in Condition 4
(Covenants).

“Further Security” has the meaning ascribed thereto in Condition 4 (Covenants).

“Further Transactions” has the meaning ascribed thereto in Condition 4 (Covenants).

“General Collection Account” means the Euro-denominated account number
GB88DEUT40508128857000 in the name of the Issuer designated as such and held with the
Account Bank, and any replacement thereof.

“Guarantor” means each person who has granted a related security or which assumed the
obligations of a Debtor arising from an Auto Loan Contract.

“Included Receivable” means any Receivables which satisfy the Initial Block Criteria or the
Additional Block Criteria as applicable and erroneously excluded from the list of Receivables
deemed to be comprised in the relevant Pool, pursuant to the relevant provisions of the Master
Receivables Purchase Agreement.

“Inclusion Notice” means the notice by which it is communicated the existence of an Included



                                                                                             181
Receivable.

“Individual Deferred Purchase Price” means, with respect to each Receivable comprised in
each Additional Pool, the sum of the DPP Principal Component and the DPP Excess Margin
Component relating to it.

“Individual Interest Component Purchase Price” means, with respect to each Receivable,
the amount of the Contractual Interest accrued and outstanding in respect of it as of the
relevant Cut-Off Date.

“Individual Principal Component Purchase Price” means, in relation to a Receivable
comprised in a Pool, the Effective Outstanding Balance less the DPP Principal Component of
such Receivable as at the relevant Cut-Off Date.

“Individual Purchase Price” means the purchase price of each Receivable comprised in any
Pool.

“Information Date” means any Business Day falling between the 6th and the 9th day of each
calendar month.

“Initial Block Criteria” means the criteria set out in Schedule 3 of the Master Receivables
Purchase Agreement, pursuant to which the Receivables transferred to the Issuer on the First
Purchase Date have been identified as a pool (blocco) pursuant to the Securitisation Law.

“Initial Period” means the period commencing on (and including) the Issue Date and ending
on (but excluding) the date falling 18 (eighteen) calendar months after the Issue Date.

“Initial Pool” means the pool (blocco) of Receivables purchased by the Issuer on the First
Purchase Date and identified as such by the Initial Block Criteria.

“Initial Principal Amount of the Portfolio” means the principal amount outstanding of the
Initial Pool as of the First Cut-Off Date, being Euro 849,993,072.14.

“Initial Principal Amount” means, with respect to each Note, the principal amount of such
Note on the Issue Date.

“Initial Purchase Price” means the Purchase Price of the Initial Pool.

“Initial Receivables” means the Receivables comprised in the Initial Pool.

“Insolvency Proceedings” means (a) an application, based upon adequate documentation,
against such company or corporation is made for the commencement of any proceedings of
bankruptcy, liquidation, administration, insolvency, composition or reorganisation (including,
without limitation, “fallimento”, “liquidazione coatta amministrativa”, “concordato
preventivo” and “amministrazione straordinaria”, each such expression bearing the meaning
ascribed to it by the laws of the Republic of Italy) or similar proceedings or the whole or any
substantial part of the undertaking or assets of such company or corporation are subject to a
pignoramento or similar procedure having a similar effect (other than, in the case of the Issuer,
any Pool of assets purchased by the Issuer for the purposes of further securitisation
transactions), 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; or (b) such
company or corporation becomes subject to any proceedings equivalent or analogous to those
above under the law of any jurisdiction in which such company or corporation is incorporated.

“Insolvent” means an entity subject to an Insolvency Proceeding.



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“Instalment Due Date” means, with respect to any Receivable, the date on which payment of
principal and interest are due and payable under the relevant Auto Loan Contract.

“Instalment” means, in respect of any Auto Loan Contract the amounts of each of the
instalments to be made by the Debtor on each date on which such instalment have to be paid
under that Auto Loan Contract.

“Insurance Company” means each of the insurance companies granting an Insurance Policy.

“Insurance Policies” means each of the Fire and Theft Insurance Policy, the Credit Insurance
Policy and the Disability Insurance Policy and any other insurance policy having the Seller as
beneficiary.

“Intercreditor Agreement” means the intercreditor agreement entered into on or prior the
Issue Date between the Issuer, the Representative of the Noteholders and the Other Issuer
Secured Creditors.

“Interest    Account”       means      the Euro-denominated      account     number
GB34DEUT40508128857002 in the name of the Issuer designated as such and held with the
Account Bank, and any replacement thereof.

“Interest Component Purchase Price” means, in respect of each Pool, the sum of the
Individual Interest Component Purchase Price of each Receivable comprised in the relevant
Pool.

“Interest Determination Date” means two Business Days prior to each Payment Date in
respect of the Interest Period commencing on that date (save in respect of the first Interest
Period, where the Rate of Interest will be determined by the Principal Paying Agent two
Business Days immediately prior to the Issue Date).

“Interest Payment Amount” has the meaning ascribed thereto in Condition 6 (c)(ii) (Right to
Interest – Determination of Rates of Interest and Calculation of Interest Payment Amount).

“Interest Period” means, subject to the Following Business Day Convention, each period
between (i) the 25 January (inclusive thereof) and the 25 April (excluded thereof), (ii) the 25
April (inclusive thereof) and the 25 July (excluded thereof), (iii) the 25 July (inclusive thereof)
and the 25 October (excluded thereof), (iv) the 25 October (inclusive thereof) and the 25
January (excluded thereof), provided that the first Interest Period shall start on the Issue Date
(inclusive thereof) and shall end on 25 October 2007 (exclusive thereof), and the last Interest
Period shall end on the Maturity Date.

“Interest Rate Swap Agreement” means the interest rate swap agreement entered into on or
about the Issue Date between the Issuer and the Swap Counterparty and “Swap Transaction”
is the swap transaction entered into pursuant thereto.

“Investors Report” means the report which the Calculation Agent is required to prepare
within 5 Business Days following each Payment Date pursuant to the Cash Allocation,
Management and Payment Agreement.

“Irish Paying Agent” means the entity appointed from time to time as Irish paying agent by
the Issuer pursuant to the Cash Allocation, Management and Payment Agreement being, as at
the Issue Date, Deutsche Bank International.

“Issue Date” means the date of issue of the Notes, being 25 July 2007.

“Issuer Accounts” means the Issuer English Accounts and the Issuer Italian Accounts.



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“Issuer English Accounts” means the General Collection Account ,the Principal Account, the
Interest Account, the Cash Reserve Account and the Securities Account.

“Issuer English Assigned Agreement(s)” means the Interest Rate Swap Agreement and any
Transaction Document governed by English law which may be entered into by the Issuer in the
context of the Securitisation.

“Issuer Italian Accounts” means the Expenses Account.

“Issuer Secured Creditors” means the Noteholders, the Representative of the Noteholders,
each of the Paying Agents, the Servicer, the Account Bank, the Calculation Agent, the Cash
Manager, the Corporate Servicer, the Swap Counterparty, the Seller, the Joint Lead Managers
and the Class C Notes Subscriber.

“Issuer Security Documents” means the Pledge Agreement and the Deed of Charge.

“Issuer Security” means the Italian Issuer Security and the English Issuer Security and any
guarantee or Security Interest from time to time granted to the Representative of the
Noteholders (as agent of, or trustee for, the Issuer Secured Creditors, as the case may be) as
security for or guaranteeing any obligations of the Issuer under the Transaction Documents.

“Issuer” means AUTO ABS S.R.L., a limited liability company incorporated in the Republic
of Italy under Article 3 of the Securitisation Law, fiscal code and enrolment in the register of
enterprise of Treviso with number 04104170263. The Issuer is enrolled with the general
register of financial intermediaries held by the Ufficio Italiano Cambi pursuant to Article 106
of the Italian Banking Act under No. 38995 and with the special register of financial
intermediaries held by the Bank of Italy pursuant to Article 107 of the Italian Banking Act.
The Issuer’s registered office is at Via Vittorio Alfieri No. 1, 31015 Conegliano (Treviso),
Italy.

“Italian Banking Act” means Italian Legislative Decree No. 385 of 1 September 1993, as
amended and supplemented from time to time.

“Italian Bankruptcy Act” means Italian Royal Decree No. 267 of 16 March, 1942, as
amended and supplemented from time to time.

“Italian Civil Code” means Italian Royal Decree No. 262 of 16 March 1942, as amended and
supplemented from time to time.

“Italian Issuer Security” means the Security Interests created under the Pledge Agreement in
favour of the Issuer Secured Creditors.

“Italian Official Gazette” means the official gazette of the Republic of Italy (Gazzetta
Ufficiale).

“Italian Paying Agent” means the entity appointed from time to time as Italian paying agent
by the Issuer pursuant to the Cash Allocation, Management and Payment Agreement being, as
at the Issue Date, Deutsche Bank Italy.

“Joint Lead Managers” means BNP Paribas London and Société Générale London.

“Judicial Proceeding” means any possible legal proceedings (procedura giudiziale) against a
Debtor and/or a Guarantor in respect of a Receivable or the related Auto Loan Contract.

“Law 239 Withholding” means any withholding or deduction for or on account of imposta
sostitutiva under Law 239.



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“Law 239” means Legislative Decree No. 239 of 1 April 1996, as amended and supplemented
from time to time.

“Law Decree 269” means Law Decree No. 269 of 30 September 2003.

“Master Receivables Purchase Agreement” means the master receivables purchase
agreement entered into on the 9 of July 2007 between the Issuer and the Seller.

“Maturity Date” means the Payment Date falling on October 2020.

“Maximum Receivable Purchase Amount” means, during the Revolving Period, and in
relation to any Subsequent Purchase Date immediately preceding each Payment Date, the sum
equal to the greater of zero and the amount equal to (a) minus (b) where:

(a)    is the aggregate Initial Principal Amount of the Rated Notes (or following a Partial
Early Amortisation Event, 90% of the aggregate Initial Principal Amount of the Rated Notes);
and

(b)     is the Effective Outstanding Balance of all Performing Receivables less the
Outstanding DPP Principal Component in respect of such Performing Receivables, as
calculated on the immediately preceding Determination Date.

“Monte Titoli Account Holders” means any authorised financial intermediary institution
entitled to hold accounts on behalf of its customers with Monte Titoli.

“Monte Titoli” means Monte Titoli S.p.A..

“Monthly Deferred Principal” means, on any Determination Date and in respect of a
Receivable subject to a Deferred Payment of the Purchase Price, the Deferred Excess Margin
Outstanding Balance as of the immediately preceding Determination Date (or the relevant
Purchase Date, as applicable) minus the Deferred Excess Margin Outstanding Balance as of
such Determination Date.

“Monthly Servicing Report Date” means any Business Day falling between the 6th and the 9th
of each calendar month.

“Monthly Servicing Report” means the report required to be prepared by the Servicer on a
monthly basis pursuant to the Servicing Agreement.

“Monthly Settlement Date” means the 25th day of each month or, if such day is not a
Business Day, the immediately preceding Business Day, or, in the event that a Payment Date
occurs during such month, the relevant Payment Date.

“Moody’s” means Moody’s Investors Service, Inc..

“Most Senior Class of Notes” means:

(a)    if any Class A Notes are outstanding, the Class A Notes;

(b)    if any Class B Notes are outstanding and no Class A Notes are outstanding, the Class
B Notes;

(c)     if any Class C Notes are outstanding and no Class A Notes and no Class B Notes are
outstanding, the Class C Notes.

“Net Swap Amounts” means the results of the netting on any applicable date, between the
Floating Amount and the Fixed Amount in respect of the Interest Rate Swap Agreement.


                                                                                        185
“New Car” means any new car sold by a Car Seller and purchased by a Debtor which is
financed under the relevant Auto Loan Contract.

“No Material Prejudice Test” has the meaning ascribed thereto in Condition 3(d) (Status,
Segregation and Security).

“Non-Conformity Notice” means the notice by which it is communicated that a Receivable is
an Affected Receivable.

“Non-Conformity Rescission Amount” means any amount to be paid by the Seller to the
Issuer in respect of an Affected Receivable in accordance with Clause 12.3 of the Master
Receivables Purchase Agreement.

“Noteholders” means the Class A Noteholders, the Class B Noteholders and the Class C
Noteholders.

“Notes” means the Class A Notes, the Class B Notes and the Class C Notes.

“Notification Date” means the third Business Day after each Information Date.

“Obligor” means any Debtor and/or Guarantor.

“Offer Date” means any day falling not later than the 1st Business Day after each Notification
Date, on which the Seller may offer to purchase each Additional Pool.

“Other Issuer Secured Creditors” means the Issuer Secured Creditors with the exception of
the Noteholders.

“Outstanding Balance” means, on any relevant Purchase Date or Determination Date as
applicable, in respect of any Receivable, the present value of the remaining scheduled
payments of principal and interest in accordance with the Amortisation Schedule of such
Receivable, calculated by using the Contractual Interest Rate as discount factor and the
relevant Instalment Due Dates.

“Outstanding DPP Principal Component” means for each Receivable as at the Payment
Date immediately following the relevant Purchase Date, the relevant DPP Principal
Component, provided that as at any following Payment Date, the Outstanding DPP Principal
Component shall be equal to the amount calculated on the immediately preceding
Determination Date as the difference between (a) the Outstanding DPP Principal Component
as at the Determination Date immediately preceding such Determination Date and (b) the
Payable DPP Principal Component in respect of such Determination Date.

“Partial Early Amortisation Amount” means, on the relevant Payment Date, an amount
equal to 10% of the aggregate Initial Principal Amount of the Rated Notes, provided that such
amount shall be applied on the relevant Payment Date (in accordance with the Pre
Enforcement Principal Priority of Payments) pro-rata to the relevant Class of Rated Notes (i.e.
as to 96% to the Class A Notes and as to 4% to the Class B Notes).

“Partial Early Amortisation Event” means, prior to the occurrence of an Amortisation Event
or a Trigger Event, the event occurring if, on three successive Subsequent Purchase Dates, the
aggregate of the Effective Outstanding Balances of the Performing Receivables, as calculated
on the Determination Date immediately preceding each Subsequent Purchase Date (including
the aggregate Effective Outstanding Balance of the Receivables which are being sold by the
Seller on the relevant Subsequent Purchase Date) less the Outstanding DPP Principal
Component in respect of such Performing Receivables is less than or equal to 90 per cent. (but
does not constitute a Purchase Shortfall) of the aggregate Initial Principal Amount of the Rated


                                                                                            186
Notes.

“Payable DPP Principal Component” means for each Receivable, the amount calculated on
each Determination Date as the positive difference between (i) the Outstanding DPP Principal
Component as at the immediately preceding Determination Date, and (ii) the Effective
Outstanding Balance of that Receivable.

“Paying Agents” means the Principal Paying Agent, the Italian Paying Agent and the Irish
Paying Agent.

“Payment Date” means, subject to the Following Business Day Convention, (i) during the
Revolving Period and the Amortisation Period, the 25th day of January, April, July and October
in each year, and (ii) following the delivery of a Trigger Notice, any date on which the Post
Enforcement Priority of Payments is applied.

“Payments Report” means the report prepared by the Calculation Agent on or prior to each
Calculation Date substantially in the form attached to the Cash Allocation, Management and
Payment Agreement setting out the allocation of the funds available to the Issuer on each
Payment Date immediately succeeding the relevant Calculation Date in accordance with the
applicable Priority of Payments.

“Performing Receivable” means any Receivable which is not a Defaulted Receivable.

“Pledge Agreement” means the pledge agreement entered into on or prior the Issue Date
between the Issuer and the Representative of the Noteholders.

“Pool” means the Initial Pool and any Additional Pool.

“Portfolio” means the Initial Pool and each Additional Pool from time to time purchased by
the Issuer.

“Post Enforcement Priority of Payments” means the priority of payments set out in
Condition 5.3 (Order of Priority – Post Enforcement Priority of Payments).

“Pre Enforcement Priority of Payments” means the priority of payments set out in
Condition 5.1 (Order of Priority – Pre Enforcement Interest Priority of Payments) and
Condition 5.2 (Order of Priority – Pre Enforcement Principal Priority of Payments).

“Prepayment” means any prepayment, made in whole or in part (including any prepayment
indemnities), by any Obligor in respect of a Receivable subject to the applicable provisions of
the Auto Loan Contracts.

“Principal    Account”       means      the Euro-denominated      account    number
GB61DEUT40508128857001 in the name of the Issuer designated as such and held with the
Account Bank, and any replacement thereof.

“Principal Amount Outstanding” has the meaning ascribed thereto in Condition 7(b)(iv)
(Redemption, Purchase and Cancellation – Mandatory pro rata redemption in whole or in part).

“Principal Component Payment Date” means, in respect of any Subsequent Purchase Date,
the 25th day of each calendar month (or the immediately preceding Business Day if this not a
Business Day), or, in the event that a Payment Date occurs during such month, the relevant
Payment Date, on which the Issuer shall pay to the Seller the Principal Component Purchase
Price of the Receivables. The first Principal Component Payment Date shall be the Issue Date.

“Principal Component Purchase Price” means, in respect of each Pool, the sum of the
Individual Principal Component Purchase Price of each Receivable comprised in the relevant


                                                                                           187
Pool.

“Principal Deficiency Amount” means:

(a)     on the Issue Date, zero; and

(b)     on any Payment Date, the greater of zero and an amount equal to (i) minus (ii) where:

(i)      equals the sum of (x) the Principal Deficiency Amount on the previous Payment Date
and (y) the Principal Deficiency Quarterly Amount on that Payment Date and (z) the aggregate
of all amounts credited to the Interest Account by debiting the Principal Account in accordance
with items (a) and (d) of the Pre Enforcement Principal Priority of Payments on the previous
Payment Date; and

(ii)     equals the aggregate of all amounts credited to the Principal Account by debiting the
Interest Account in accordance with items (h), (j) and (n) of the Pre Enforcement Interest
Priority of Payments on the previous Payment Date.

“Principal Deficiency DPP Component Amount” means on any Payment Date during the
Revolving Period or the Amortisation Period (before application of the relevant Priority of
Payments) the lower of (i) the Principal Deficiency Amount and (ii) the aggregate of (a) the
Outstanding DPP Principal Components in respect of the Receivables classified as Defaulted
Receivables during the immediately preceding Quarterly Reference Period and calculated as at
the relevant date of classification of such Receivables as Defaulted Receivables, and (b) the
positive difference between the Principal Deficiency DPP Component Amount as at the
immediately preceding Payment Date and the amounts credited to the Principal Account by
debiting the Interest Account in accordance with item (n) of the Pre Enforcement Interest
Priority of Payments on such previous Payment Date.

“Principal Deficiency Net Amount” means, on any Payment Date during the Revolving
Period or the Amortisation Period, an amount equal to the greater of (a) zero and (b) the
Principal Deficiency Amount minus the Principal Deficiency DPP Component Amount.

“Principal Deficiency Quarterly Amount” means:

(a)    during the Revolving Period and on any Payment Date, the greater of zero and an
amount equal to (i) minus (ii) where:

(i)     equals the Quarterly Receivable Amortisation Amount; and

(ii)    equals the aggregate Available Principal Collections in respect of all Collection
Periods comprised within the immediately preceding Quarterly Reference Period; and

(b)    during the Amortisation Period and on any Payment Date, the greater of zero and an
amount equal to (i) minus (ii) where:

(i)     equals the difference between (x) the aggregate Effective Outstanding Balance in
respect of all Performing Receivables as of the Determination Date immediately preceding the
immediately preceding Payment Date and (y) the aggregate Effective Outstanding Balance in
respect of all Performing Receivables as of the Determination Date immediately preceding
such Payment Date; and

(ii)    equals the aggregate Available Principal Collections in respect of all Collection
Periods comprised within the immediately preceding Quarterly Reference Period.

“Principal Deficiency Shortfall” means an event occurring when, in respect of any Payment
Date during the Revolving Period, the amount transferred from the Interest Account to the


                                                                                           188
credit of the Principal Account in respect of the Class B Principal Deficiency Amount or the
Class A Principal Deficiency Amount (as applicable), in accordance with the relevant Priority
of Payments, is lower than the Class B Principal Deficiency Amount or the Class A Principal
Deficiency Amount, as calculated in relation to such Payment Date.

“Principal Paying Agent” means the entity appointed from time to time as principal paying
agent by the Issuer pursuant to the Cash Allocation, Management and Payment Agreement
being, as at the Issue Date, Deutsche Bank London.

“Priority of Payments” means the Pre Enforcement Interest Priority of Payments, the Pre
Enforcement Principal Priority of Payments and the Post Enforcement Priority of Payments.

“Private Debtor” means each Debtor which is an individual purchasing the relevant Car for
private purposes.

“Prospectus” means this prospectus.

“PSA Factor” means PSA Factor Italia S.p.A. whose registered office is in Milan Via Plezzo
no. 24.

“Purchase Agreement” means each purchase agreement entered into between the Seller and
the Issuer to effect the transfer of a Pool in accordance with the terms of the Master
Receivables Purchase Agreement.

“Purchase Date” means the First Purchase Date and/or any Subsequent Purchase Date, as the
case may be.

“Purchase Offer” means the purchase offer issued by the Seller to the Issuer (with copy to the
Calculation Agent and the Corporate Servicer), no later than 4 (four) Business Days after any
Information Date, pursuant to the terms of the Master Receivables Purchase Agreement.

“Purchase Price” means the Initial Purchase Price or the Purchase Price of any Additional
Pool, as applicable.

“Purchase Shortfall” means an event which occurs when on two (2) consecutive Purchase
Dates, the aggregate Effective Outstanding Balance of the Performing Receivables, as
calculated on the Determination Date immediately preceding each of such Purchase Dates
(including the aggregate Effective Outstanding Balance of the Receivables which are sold by
the Seller on the relevant Purchase Date), less the Outstanding DPP Principal Component in
respect of such Performing Receivables is less than or equal to 80 per cent. of the aggregate of
the Initial Principal Amount of all the Rated Notes (or following a Partial Early Amortisation
Event, of the 90% of the aggregate Initial Principal Amount of the Rated Notes).

“Purchased Receivable” means any Receivables comprised in any Pool assigned to the Issuer
by the Seller on the First Purchase Date and on any Subsequent Purchase Date during the
Revolving Period.

“Quarterly Receivable Amortisation Amount” means, on any Payment Date, for each
Collection Period comprised within the immediately preceding Quarterly Reference Period an
amount equal to the aggregate, for each of such Collection Periods, of the higher of (a) zero
and (b) (i) plus (ii) minus (iii), where:

(i) is equal to the Effective Outstanding Balance of all Performing Receivables on the
Determination Date at the beginning of such Collection Period,

(ii) is equal to the aggregate Effective Outstanding Balance of the Additional Receivables



                                                                                            189
transferred to the Issuer during that Collection Period; and

(iii) is equal to the Effective Outstanding Balance of all Performing Receivables on the
Determination Date at the end of such Collection Period.

“Quarterly Reference Period” means (i) in respect of any Payment Date other than the First
Payment Date, the three consecutive Collection Periods immediately preceding such Payment
Date; and (ii) in respect of the First Payment Date, all Collection Periods comprised between
the First Cut Off Date and such First Payment Date.

“Quarterly Servicing Report Date” means the Monthly Servicing Report Date of January,
April, July and October.

“Quarterly Servicing Report” means the report required to be prepared by the Servicer on a
quarterly basis pursuant to the Servicing Agreement.

“Quotaholder and Undertakings Agreement” means the quotaholders’ agreement entered
into on or prior to the Issue Date between the Issuer, the Quotaholder and the Representative of
the Noteholders.

“Quotaholder” means SVM Securitisation Vehicles Management S.p.A., a joint stock
company incorporated under the laws of the Republic of Italy, having its registered office at
Via Vittorio Alfieri, 1, 31015 Conegliano (TV), Italy, fiscal code and enrolment with the
companies register of Treviso number 03546650262.

“Rated Notes Subscription Agreement” means a subscription agreement in respect of the
Rated Notes dated on or prior to the Issue Date between the Issuer, the Representative of the
Noteholders and the Joint Lead Managers.

“Rated Notes” means the Class A Notes and the Class B Notes.

“Rating Agencies” means Moody’s and S&P.

“Rating Condition” means, with respect to any action taken or to be taken, a condition that is
satisfied when each Rating Agency has confirmed in writing to the Representative of the
Noteholders that such action will not result in the withdrawal, reduction or other adverse action
with respect to the then current rating of the Rated Notes.

“Rating Event” means the rating of the Banque PSA Finance falling below Baa3 by
Moody’s or BBB- by Standard & Poor’s.

“Receivable” means, in respect of any Auto Loan Contract, all rights and claims of the Seller
now existing or arising at any time in the future, under or in connection with such Auto Loan
Contract accruing from (and including) the relevant Cut-Off Date, including, without
limitation:

(a)     all rights and claims in relation to the repayment of principal outstanding as at the
relevant Cut-Off Date;

(b)      all rights and claims in relation to the payment of all interest (including default
interest) accrued as at the relevant Cut-Off Date and accruing from (and including) such Cut-
Off Date; and

(c)     all the relevant Ancillary Rights.

“Receivables Eligibility Requirements” means the requirements set out in Schedule 2 Part B



                                                                                             190
of the Master Receivables Purchase Agreement which each of the Receivables must satisfy.

“Relevant Amount” means any amount drawn by the Issuer from the Collection Guarantee
Account and/or from the Collection Guarantee.

“Relevant Collections” means the sums collected in relation to the Excluded Receivables on
or after the applicable Cut-Off Date pursuant to the terms of the Master Receivables Purchase
Agreement.

“Representative of the Noteholders” means the entity appointed from time to time as
representative of the Noteholders, being, as at the Issue Date, Securitisation Services.

“Rescheduling Indemnification Amount” means any amount to be paid by the Servicer to
the Issuer in accordance with Clause 4.7 of the Servicing Agreement.

“Resolution No. 11768” means CONSOB Resolution No. 11768 of 23 December, 1998 as
amended and supplemented from time to time.

“Retention Amount” means an amount equal to € 15,000.

“Revolving Period” means the period beginning on the Issue Date and ending on the earlier of
(i) the Payment Date (included) immediately preceding the First Amortisation Payment Date,
and (ii) the date on which an Amortisation Event occurs or the date on which the
Representative of Noteholders serves a Trigger Notice.

“S&P” means Standard and Poor’s Rating Services, a division of the McGraw Hill
Companies.

“Scheduled Principal Payment” means, in relation to each Determination Date and each
Collection Period ending on such Determination Date, (i) in respect of a Receivable not subject
to a Deferred Payment of the Purchase Price, the scheduled principal payment as of the
Instalment Due Date falling during such Collection Period, in accordance with the
Amortisation Schedule, or (ii) in respect of a Receivable subject to a Deferred Payment of the
Purchase Price, (a) the scheduled principal payment as of the Instalment Due Date falling
during such Collection Period, in accordance with the Amortisation Schedule minus (b) the
relevant Monthly Deferred Principal as of such Determination Date.

“Securities Account” means the Euro-denominated account in the name of the Issuer
designated as such and held with the Account Bank, and any replacement thereof.

“Securitisation Assets” has the meaning ascribed thereto in Condition 3(a) (Status,
Segregation and Security).

“Securitisation Law” means Law No. 130 of 30 April 1999 as published in the Italian Official
Gazette No. 111 of 14 May 1999 (legge sulla cartolarizzazione dei crediti) and the relevant
Implementing Regulations, as amended and supplemented from time to time.

“Securitisation Services” means Securitisation Services S.p.A., a company incorporated in
the Republic of Italy with its registered office at Via Alfieri 1, Conegliano (TV), Italy,
registered in the Register of Enterprises of Treviso with Tax and VAT registration number
03296470960.

“Securitisation” means the securitisation of the Portfolio effected by the Issuer through the
issuance of the Notes.

“Security Interest” means any mortgage, charge, pledge, lien, encumbrance, right of set-off,
special privilege (privilegio speciale), assignment by way of security, retention of title or any


                                                                                             191
other security interest whatsoever or any other agreement or arrangement having the effect of
conferring security and including, without limitation, anything analogous to any of the
foregoing under the laws of any jurisdiction.

“Segment 1” means the aggregate of the Purchased Receivables not being Balloon
Receivables granted to Private Debtors in order to buy a New Car.

“Segment 2 Overcollateralization Ratio” means, on any Purchase Date, in respect of the pool
of Performing Receivables relating to New Cars, not being Balloon Receivables, granted to
Commercial Debtors, the ratio between (a) the Outstanding DPP Principal Component of such
Performing Receivables as at the immediately preceding Detemination Date, plus the DPP
Principal Component of the Additional Receivables belonging to Segment 2 offered to be
purchased on such Purchase Date and (b) the aggregate Effective Outstanding Balance of all
Purchased Receivables belonging to Segment 2 as at such Detemination Date (taking into
account the Additional Receivables offered to be purchased by the Issuer on that Purchase
Date).

“Segment 2” means the aggregate of the Purchased Receivables not being Balloon
Receivables granted to Commercial Debtors in order to buy a New Car.

“Segment 3 Overcollateralization Ratio” means, on any Purchase Date, in respect of the pool
of Performing Receivables being Balloon Receivables relating to New Cars, granted to Private
Debtors, the ratio between (a) the Outstanding DPP Principal Component of such Performing
Receivables as at the immediately preceding Detemination Date, plus the DPP Principal
Component of the Additional Receivables belonging to Segment 3 offered to be purchased on
such Purchase Date, and (b) the aggregate Effective Outstanding Balance of all Purchased
Receivables belonging to Segment 3 as at such Detemination Date (taking into account the
Additional Receivables offered to be purchased by the Issuer on that Purchase Date).

“Segment 3” means the aggregate of the Purchased Receivables that are Balloon Receivables
granted to Private Debtors in order to buy a New Car.

“Segment 4 Overcollateralization Ratio” means, on any Purchase Date, in respect of the pool
of Performing Receivables relating to Used Cars, not being Balloon Receivables, granted to
Private Debtors, the ratio between (a) the Outstanding DPP Principal Component of such
Performing Receivables as at the immediately preceding Detemination Date, plus the DPP
Principal Component of the Additional Receivables belonging to Segment 4 offered to be
purchased on such Purchase Date, and (b) the aggregate Effective Outstanding Balance of all
Purchased Receivables belonging to Segment 4 as at such Detemination Date (taking into
account the Additional Receivables offered to be purchased by the Issuer on that Purchase
Date).

“Segment 4” means the aggregate of the Purchased Receivables not being Balloon
Receivables granted to Private Debtors in order to buy a Used Car.

“Segments” means Segment 1, Segment 2, Segment 3 and Segment 4 and each of them, as the
case may be.

“Seller” means BPF Italy.

“Servicer Termination Event” means each of the events set out under Schedule 10 of the
Servicing Agreement, following the occurrence of which, inter alia, the Issuer will have the
right to terminate the Servicer’s appointment.

“Servicer” means the person appointed from time to time as servicer by the Issuer under the
terms of the Servicing Agreement being, as at the Issue Date, BPF Italy.



                                                                                         192
“Servicer Collection Account” means any bank account opened in the name of the Servicer
where the Instalments relating to the Purchased Receivables are collected.

“Servicing Agreement” means the servicing agreement entered into on the First Purchase
Date between the Issuer and the Servicer.

“Servicing Fees” means the fees to be paid by the Issuer to the Servicer pursuant to the
provisions of the Servicing Agreement.

“Servicing Procedures” means the servicing procedures set out in the Servicing Agreement.

“Servicing Report” means, as the case may be, the Monthly Servicer Report or the Quarterly
Servicer Report.

“Société Générale London” means Société Générale acting through its London branch.

“Société Générale” means Société Générale, a French limited liability company (société
anonyme) whose registered office is at 29 Boulevard Haussman, 75009 Paris, France, and
whose head office is at 17 cours Valmy, 97972 Paris-La Défense Cedex – France, enrolled in
France in the Commercial Register under number 552120222.

“Specific Block Criteria” means the specific criteria set out in Schedule 5 Part B of the
Master Receivables Purchase Agreement pursuant to which the Additional Receivables
transferred to the Issuer on each Purchase Date shall be identified as a pool (blocco) pursuant
to the Securitisation Law.

“Specified Event” means with respect to the rights of the Issuer under a Transaction
Document, the combination of:

(a)     the Issuer’s failure to exercise or enforce any of the rights, entitlements or remedies, to
exercise any discretion, authorities or powers, to give any direction or make any determination
which may be available to the Issuer under such Transaction Document; and

(b)     the expiry of 15 (fifteen) Business Days after the date on which the Representative of
the Noteholders shall have given notice to the Issuer requesting the Issuer to exercise or
enforce any such rights, entitlements or remedies, to exercise any such discretions, authorities
or powers, to give any such direction or to make any such determination.

“Subscription Agreements” means the Rated Notes Subscription Agreement and the Class C
Notes Subscription Agreement and “Subscription Agreement” means each of them.

“Subsequent Cut-Off Date” means any day falling between the Determination Date
immediately preceding the relevant Subsequent Purchase Date (inclusive thereof) and the
relevant Subsequent Purchase Date (excluded thereof).

“Subsequent Purchase Date” means, with respect to any Additional Receivables, any
Business Day falling between the 6th and the 15th day of each calendar month during the
Revolving Period.

“Successor Servicer” means any person appointed from time to time as successor servicer of
the Servicer under the terms of the Servicing Agreement.

“Swap Calculation Agent” means BNP Paribas.

“Swap Counterparty Rating Event” means any event of downgrading of the rating of the
unsecured and unsubordinated debt obligations of the Swap Counterparty, in accordance with



                                                                                               193
the provisions of the Schedule to the ISDA Master Agreement.

“Swap Counterparty” means BNP Paribas.

“Swap Payment Date” means the day falling 2 Business Days prior to each Payment Date on
which the Swap Counterparty shall pay to the Issuer any amount due by the Swap
Counterparty under the Interest Rate Swap Agreement and in accordance with the provisions
thereof.

“Tax or Regulatory Event” has the meaning ascribed thereto in Condition 7(c)(i)
(Redemption, Purchase and Cancellation – Redemption for Tax or Regulatory Event).

“Transaction Documents” means the Cash Allocation, Management and Payment
Agreement, the Class C Notes Subscription Agreement, the Corporate Services Agreement, the
Deed of Charge, the Intercreditor Agreement, the Interest Rate Swap Agreement, the Master
Definitions and Construction Agreement, the Master Receivables Purchase Agreement, each
Purchase Agreement, the Pledge Agreement, the Quotaholder and Undertakings Agreement,
the Rated Notes Subscription Agreement, the Servicing Agreement and any other agreement
which the Issuer and the Representative of the Noteholders determine shall constitute a
Transaction Document from time to time.

“Trigger Notice” has the meaning ascribed thereto in Condition 11(b) (Trigger Event).

“Unpaid Balance” means in relation to any Receivable which remains unpaid in full or in
part, the unpaid balance of such Receivables as recorded by the Servicer.

“Used Car” means a Car of which the relevant Debtor is not the first purchaser.

“Variable Instalment Auto Loan” means any Auto Loan which amortise on the basis of
series of variable monthly Instalments.

“Variable Instalment Receivable” means any Receivable arising from a Variable Instalment
Auto Loan.

“Variable Return” means, in respect of the Class C Notes on any Payment Date:

(a)     during the Revolving Period and the Amortisation Period (i) the amount of all
Available Interest Amount and any other interest accrued on the Portfolio (net of any losses or
provision for losses) after payment or provision for all items except item (s) of the Pre
Enforcement Interest Priority of Payments, and/or (ii) the amount of all Available Principal
Amount after payment or provision for all items except item (h) of the Pre Enforcement
Principal Priority of Payments; or

(b)      following the service of a Trigger Notice or in case of early redemption in the
circumstances indicated under Conditions 7(c) (Redemption, Purchase and Cancellation –
Redemption for Tax or Regulatory Event) and 7(d) (Redemption, Purchase and Cancellation –
Early Redemption at the Option of the Issuer), all amounts received or recovered by or on
behalf of the Issuer and/or the Representative of the Noteholders in respect of the Portfolio
and/or the Issuer Security and/or the other Securitisation Assets after payment or provision for
all items except item (o) of the Post Enforcement Priority of Payments.

“Winding-Up” means a procedure of dissolution (scioglimento) of a company, as provided for
under Article 2484 of the Italian Civil Code.




                                                                                            194
                                    GENERAL INFORMATION

1.    On the Issue Date, the Issuer will have obtained all necessary consents, approvals and
      authorisations in connection with the issue and performance of the Notes, including the
      authorisation of the sole director of the Issuer and the authorisation of the Quotaholder.

2.    Application has been made to the Irish Financial Services Authority, as competent
      authority under Directive 2003/71/EC, for the Prospectus to be approved. Application
      has been made to the Irish Stock Exchange for the Rated Notes to be admitted to the
      Official List. The listing of the Rated Notes is expected to be granted on or prior to the
      Issue Date.

3.    The Rated Notes have been accepted for clearance through Monte Titoli, Euroclear and
      Clearstream with the following ISINs and Common Codes:

                                                                                    ISIN      Common Code

                                                                               I
       Class A Notes ...........................................................T0004252760      031288541

                                                                               I
       Class B Notes ...........................................................T0004252778      031313376

4.    The Class C Notes have been accepted for clearance through Monte Titoli and the ISIN
      is IT0004252786.

5.    As from the date of its incorporation and save as disclosed in this Prospectus, there has
      been no material adverse change in the financial position or prospects of the Issuer and
      no significant change in the trading or financial position of the Issuer.

7.    The Issuer is not involved in any governmental, legal or arbitration proceedings which
      may have, or have had during the twelve months preceding the date of this Prospectus, a
      significant effect on the Issuer’s financial position nor, so far as the Issuer is aware, are
      any such proceedings pending or threatened.

8.    Save as disclosed in this Prospectus, as at the date of this Prospectus, the Issuer has no
      outstanding loan capital, borrowings, Indebtedness or contingent liabilities, nor has the
      Issuer created any mortgages or charges or given any guarantees.

9.    The information set out in the sections entitled “The Portfolio”, “The Seller”, and
      “Underwriting and Management Procedures”, has been compiled by reference to
      information provided by the Seller.

10.   The information regarding BNP Paribas set out in the section entitled “The Swap
      Counterparty” has been compiled by reference to information provided by BNP
      Paribas.

11.   The information regarding Deutsche Bank London and Deutsche Bank Italy set out in
      the section entitled “The Account Bank, the Principal Paying Agent and the Italian
      Paying Agent” has been compiled by reference to information provided by Deutsche
      Bank London and Deutsche Bank Italy, respectively.

12.   The estimated annual fees and expenses payable by the Issuer in connection with (i) the
      transaction described herein amount to approximately € 80,000 (VAT excluded),
      excluding the Servicing Fees and the custody fee (if any) payable in connection with the
      Eligible Investments and, in particular, (ii) the admission of the Notes to trading amount
      to approximately € 5,000 for the first year and € 1,500 for any following year (VAT
      excluded).



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13.   Copies of the following documents will be available, in physical form, for inspection,
      and in the case of the reports referred to in paragraphs (b), (d) and (e) below for
      collection, during usual office hours on any weekday at the principal office of the
      Corporate Servicer, until the Maturity Date:

         (a) the by-laws (statuto) and the deed of incorporation (atto costitutivo) of the
             Issuer;

         (b) the financial statements for the year ending on 31 December 2007 will be
             available no later than the end of April 2008. No interim financial reports will
             be produced by the Issuer;

         (c) copies of the following documents:

                   i. the Cash Allocation, Management and Payment Agreement;

                  ii. the Class C Notes Subscription Agreement;

                 iii. the Corporate Services Agreement;

                 iv. the Deed of Charge;

                  v. the Intercreditor Agreement;

                 vi. the Interest Rate Swap Agreement;

                 vii. the Master Definitions and Construction Agreement;

                viii. the Master Receivables Purchase Agreement;

                 ix. the Pledge Agreement;

                  x. the Quotaholder and Undertakings Agreement;

                 xi. the Rated Notes Subscription Agreement;

                 xii. the Servicing Agreement.

         (d) copies of each Quarterly Servicing Report, the first of which will be available
             no later than the Quarterly Servicing Report Date falling in October 2007;

         (e) copies of each Investors Report, the first of which will be available no later than
             the 5th Business Day following the First Payment Date (the Investors Report
             shall constitute post-issuance transaction information regarding the Notes).

14.   Any website (or the contents thereof) referred to in this Prospectus does not form part of
      this Prospectus as approved by the Stock Exchange.

15.   Italian company law combined with the holding structure of the Issuer, covenants made
      by the Issuer and the Quotaholder in the Transaction Documents and the role of the
      Representative of the Noteholders are together intended to prevent any abuse of control
      of the Issuer.

16.   There are no restrictions on each of the Joint Lead Managers acquiring the Notes and/or
      financing to or for third parties. Consequently, conflicts of interest may exist or may
      arise as a result of each of the Joint Lead Managers having different roles in this
      transaction and/or carrying out the other transactions for third parties.


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17.   Any foreign language text included within this Prospectus is for convenience purposes
      only and does not form part of this Prospectus.

18.   Deutsche Bank Luxembourg S.A. is acting solely in its capacity as listing agent for the
      Issuer in connection with the Rated Notes and is not itself seeking an admission of the
      Rated Notes to the Official List of the Irish Stock Exchange or to trading on the Irish
      Stock Exchange for the purposes of Directive 2003/71/EC.




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                                     ISSUER
                                 Auto ABS S.r.l.
                             Via Vittorio Alfieri No. 1
                              Conegliano (Treviso)
                                       Italy

                                    SELLER
                        Banque PSA Finance, Italian Branch
                                Via Plezzo No. 24
                                      Milan
                                      Italy

     CASH MANAGER                        ACCOUNT BANK AND PRINCIPAL PAYING
     Banque PSA Finance                                    AGENT
75, avenue de la Grande Armée                 Deutsche Bank AG, London Branch
         75116 Paris                       Winchester House, 1 Great Winchester Street
            France                                    London EC2N 2DB
                                                       United Kingdom

ITALIAN PAYING AGENT                                IRISH PAYING AGENT
    Deutsche Bank S.p.A.                   Deutsche Bank International Corporate Services
   Piazza del Calendario 3                              (Ireland) Limited
        20126 Milan                                   5 Harbourmaster Place
            Italy                                            Dublin 1
                                                              Ireland

REPRESENTATIVE OF THE NOTEHOLDERS, CALCULATION AGENT AND
                   CORPORATE SERVICER
                   Securitisation Services S.p.A.
                     Via Vittorio Alfieri No. 1
                       Conegliano (Treviso)
                                Italy

                            SWAP COUNTERPARTY
                                  BNP Paribas
                             20 Boulevard des Italiens
                                   75009 Paris
                                     France

                                LISTING AGENT
                          Deutsche Bank Luxembourg S.A.
                           2, Boulevard Konrad Adenauer
                                 1115 Luxembourg

                               LEGAL ADVISERS
                     To the Arrangers and Joint Lead Managers
                                 As to Italian law
                          Freshfields Bruckhaus Deringer
                                Via dei Giardini, 7
                                   20121 Milan
                                       Italy
       As to French law                                  As to English law
Freshfields Bruckhaus Deringer                     Freshfields Bruckhaus Deringer
      2 rue Paul Cézanne                                 2 rue Paul Cézanne
          75008 Paris                                        75008 Paris
            France                                             France




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