OFFERING CIRCULAR DATED 28 JUNE 2006 Pursuant to Article 2, paragraph 3 of Italian Law No. 130 of 30 April 1999 and to Art. 8 of the Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC Patrimonio Uno CMBS S.r.l. (incorporated with limited liability under the laws of the Republic of Italy) € 115,050,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2021 € 110,050,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2021 € 70,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2021 € 30,550,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2021 € 39,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2021 € 32,678,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2021 with Class X Detachable Coupons This Offering Circular (the “Offering Circular”) constitutes a prospectus under Art. 8 of the Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC. Application has been made to the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange“) for the admission to listing of the € 115,050,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class A Notes”), the € 110,050,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class B Notes”), the € 70,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class C Notes”), the € 30,550,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class D Notes”), the € 39,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class E Notes”), the € 32,678,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class F Notes“ and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes the “Notes”) to be issued by Patrimonio Uno CMBS S.r.l., a limited liability company organised under the laws of the Republic of Italy (the “Issuer“). The Notes are expected to be issued on 28 June 2006 (the “Issue Date”). In addition, the Class A Notes will have a second right to receive interest, which shall be the Class X1 Detachable Coupons and the Class X2 Detachable Coupons (together, the “Class X Detachable Coupons”), which will be detached from the Class A Notes on the Issue Date. The Class X Detachable Coupons will not be offered or sold pursuant to this Offering Circular. This document is issued pursuant to Article 2, paragraph 3, of Italian Law No. 130 of 30 April 1999, as amended from time to time (the “Securitisation Law) and constitutes a prospetto informativo for all of the Notes in accordance with the Securitisation Law. This Offering Circular constitutes a prospectus under Art. 8 of Luxembourg law of 10 July, 2005, implementing the Prospectus Directive 2003/71/EC. The Notes will have the following characteristics: Notes Initial Principal Rate of Interest Step-up Margin Issue Price Expected Rating on Issue Final Amount Maturity Date

Fitch S&P

(1) Class A € 115,050,000 Six-Month EURIBOR 0.34 per cent. 100 per cent. AAA AAA 31 December plus 0.17 per cent. 2021

Class B € 110,050,000 Six-Month EURIBOR 0.62 per cent. 100 per cent. AA AA 31 December plus 0.31 per cent. 2021 (2) Class C € 70,000,000 Six-Month EURIBOR 0.80 per cent. 100 per cent. AARWN AA 31 December plus 0.40 per cent. 2021 (2) Class D € 30,550,000 Six-Month EURIBOR 0.90 per cent. 100 per cent. AARWN AA- 31 December plus 0.45 per cent. 2021 Class E € 39,500,000 Six-Month EURIBOR 0.96 per cent. 100 per cent. A+ A+ 31 December plus 0.48 per cent. 2021 Class F € 32,678,000 Six-Month EURIBOR 1.00 per cent. 100 per cent. A A 31 December plus 0.50 per cent. 2021 (1) The Class A Notes will have a second right to receive interest, which shall be the Class X Detachable Coupons. The Class X Detachable Coupons shall be detached from the Class A Notes pursuant to the Subscription Agreement (as defined below). The Class X Detachable Coupons are expected, on issue, to be rated AAA by Fitch and AAA by S&P. (2) The Class C Notes and the Class D Notes are under “Rating Watch Negative” by Fitch.

The principal source for payments of interest and principal on the Notes and the Class X Detachable Coupons will be the collections and recoveries received in respect of monetary claims and related rights under (i) a € 341,709,600 long-term facility agreement (the “Term A Facility Agreement”) dated 30 December 2005 between Patrimonio Uno, a closed end real estate fund (“Patrimonio Uno”, the “Fund“, the “Borrower or the “Lessor”), acting through BNL Fondi Immobiliarie SGR p.A. (the “Management Company“), Banca Intesa S.p.A. (“Intesa “), Banca Nazionale del Lavoro S.p.A. (“BNL”), and Morgan Stanley Bank International Limited, Milan Branch (“MS Bank” and, together with Intesa and BNL, the “Transferors“ or the “Term Lenders”) and Intesa, as agent (the “Pre- securitisation Agent”), and (ii) a € 56,118,925 long-term facility agreement dated 30 December 2005 (the “Term B Facility Agreement” and, together with the Term A Facility Agreement, the “Term Facility Agreements”) between Patrimonio Uno, acting through the Management Company, each of the Term Lenders and the Pre-securitisation Agent, and (iii) documentation related to the Term Facility Agreements (the “Claims”). The Claims have been transferred from the Term Lenders to the Issuer pursuant to the terms of a transfer agreement dated 22 June 2006 (the “Transfer Agreement”). See “The Principal Loan Documents – The Facility Agreements” and “The Principal Securitisation Documents - The Transfer Agreement”. Interest on the Notes and the Class X Detachable Coupons will accrue by reference to successive interest periods from and including the Issue Date to 31 December 2006 and thereafter semi-annually from 30th June to 31st December in each year (each an “Interest Period”). Interest on the Notes and the Class X Detachable Coupons will be payable in arrear in euro on 2 January 2007 and thereafter semi-annually on 30th June and 31st December in each year (or, if such day is not a Business Day, as defined in the terms and conditions of the Notes (each a “Condition” and together the “Conditions”), on the immediately following Business Day) (each such date, a “Payment Date”). The rate of interest applicable to the Notes for each Interest Period shall be the rate offered in the euro-zone inter- bank market (“EURIBOR”) for six month euro deposits (as determined by the Principal Paying Agent in accordance with the Conditions) plus the relevant margin set forth in the table above under “Rate of Interest” up to and excluding the Payment Date falling in December 2012 (such Payment Date, the “Step-up Date”) and, thereafter, the relevant Step-up Margin as set forth in the table above. The rate of interest applicable to the Class X Detachable Coupons is determined as provided for in the Conditions. The Notes will be subject to mandatory redemption, in whole or in part, starting from, and including, the Payment Date falling in December 2007 pursuant to Condition 6(b). The principal amount redeemable in respect of each Note will be calculated in accordance with Condition 6. In certain other circumstances, the Notes may be redeemed in whole (but not in part) at the option of the Issuer on any Payment Date in accordance with the provisions set out in Condition 6, letters (c) and (d) (see “Transaction Summary – The Notes”). Unless previously redeemed, the Notes will mature on the Payment Date falling in December 2021 (the “Final Maturity Date”). All Notes, immediately following the Payment Date falling in December 2030 (the “Cancellation Date”), will be finally and definitively cancelled. The Class A Notes are expected, on issue, to be rated AAA by Fitch Ratings Ltd. (“Fitch”) and AAA by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies Inc. (“S&P“, and, together with Fitch, the “Rating Agencies”). The Class B Notes are expected, on issue, to be rated AA by Fitch and AA by S&P. The Class C Notes are expected, on issue, to be rated AARWN by Fitch and AA by S&P. The Class D Notes are expected, on issue, to be rated AARWN by Fitch and AA- by S&P. The Class E Notes are expected, on issue, to be rated A+ by Fitch and A+ by S&P. The Class F Notes are expected, on issue, to be rated A by Fitch and A by S&P. The Class X Detachable Coupons are expected, on issue, to be rated AAA by Fitch and AAA by S&P. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant Rating Agency. Interest payments to certain Noteholders (as defined in the Conditions) may in certain circumstances be subject to a 12.5 per cent. substitute tax pursuant to Legislative Decree No. 239 of 1 April 1996, as amended (the “Law 239 Deduction”, see “Taxation”). If any withholding or deduction for or on account of tax, including substitute tax, is applicable to any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) in respect thereof to any holder of Notes of any class by way of compensation therefore or otherwise. The Notes and the Class X Detachable Coupons will be limited recourse obligations solely of the Issuer. In particular, the Notes and the Class X Detachable Coupons will not be obligations or responsibilities of, or guaranteed by, the Representative of the Noteholders, the Paying Agents, the Luxembourg Listing Agent, the Issuer Corporate Services Provider, the Issuer Liquidity Facility Provider, the Cash Manager, the Account Bank, the Law 130 Servicer, the Primary Servicer, the Transferors, the Term Lenders, the Fund, the Management Company, the Property Manager, the Depositary Bank, the Capex Lenders, the Hedging Provider, the Pre-securitisation Agent, the Post-securitisation Agent, the ADD, any other Tenant, the Arrangers, the Manager or the Lead Managers or Bookrunners (each such term, if not defined above, as defined below) or the Quotaholder of the Issuer. None of such persons accepts any liability in respect of any failure by the Issuer to make payment of any amount due on the Notes or the Class X Detachable Coupons. The Notes and the Class X Detachable Coupons have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any other state securities laws and will be offered outside the U.S. pursuant to Regulation S under the Securities Act. Subject to certain exceptions, the Notes may not

1 be offered, sold or delivered within the United States or for the benefit of U.S. persons. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section entitled “Risk Factors” beginning on page 32. Arrangers

Banca Intesa S.p.A. Banca Nazionale del Lavoro S.p.A. Morgan Stanley

Lead Managers and Bookrunners Caboto Banca Nazionale del Lavoro S.p.A. Morgan Stanley

Manager Calyon S.A.

2 The distribution of this document and the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer and the Lead Managers to inform themselves about, and to observe, any such restrictions. Neither this document nor any part of it constitutes an offer, nor may be used for the purpose of an offer to sell any of the Notes, or a solicitation of any 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 offering of the Notes described herein has not been and will not be registered under the Securities Act, or any U.S. state securities laws. Therefore prospective purchasers of Notes are hereby notified that the Notes are subject to restrictions on transfer (see “Subscription and Sale - United States of America”). The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, or any securities commission or regulatory authority of any state, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. The Notes may not be offered or sold directly or indirectly, and neither this document nor any other offering circular or any 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 United States), 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 document see “Subscription and Sale”. None of the Issuer, the Term Lenders, the Transferors, the Representative of the Noteholders, the Lead Managers, the Arrangers, the Manager or any other party to the Securitisation Documents (as defined below) has undertaken or will undertake any investigations, searches or other actions to verify the details of the Claims sold by the Transferors to the Issuer, nor have the Issuer, the Representative of Noteholders, the Lead Managers, the Arrangers or any other party to the Securitisation Documents undertaken, nor will they undertake, any investigations, searches or other actions to establish the creditworthiness of the Borrower or of any other debtor in relation to the Claims. The Issuer accepts responsibility for the information contained in this document (other than for the information for which any of the Transferors or the Hedging Provider accepts responsibility). To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), such information is true and does not omit any information necessary to make such information not misleading. Each of the Transferors severally accepts responsibility for the information relating to it contained in the section headed “The Transferors” and any other information contained in this document relating to it save to the extent covered by the Issuer. To the best of the knowledge and belief of each of the relevant Transferors (having taken all reasonable care and made all due enquires to ensure that such is the case), such information is true and does not omit any information necessary to make such information not misleading. The Hedging Provider accepts responsibility for the information relating to it contained in the section headed “The Hedging Provider” and any other information contained in this document relating to it save to the extent covered by the Issuer. To the best of the knowledge and belief of the Hedging Provider (having taken all reasonable care and made all due enquires to ensure that such is the case), such information is true, and does not omit any information necessary to make such information not misleading. No person has been authorised to give any information related to the subject matter of this document or to make any representation not contained in this document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Lead Managers, the Arrangers, the Representative of the Noteholders, the Fund, the Issuer or any other party to the Securitisation Documents. Neither the delivery of this document nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or imply that there has been no change in the affairs of the Issuer or the information contained herein since the date hereof or that the information contained herein is correct as at any time subsequent to the date hereof. The Notes will be issued in the denomination of euro 50,000 (and any integral multiple of euro 1,000 in excess thereof) in dematerialised form and held, until redemption or cancellation thereof, by Monte Titoli 3 S.p.A. (“Monte Titoli“) for the account of the relevant Monte Titoli Account Holders (as defined below). The expression “Monte Titoli Account Holders“ means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Clearstream Banking S.A. (“Clearstream“) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear“). Monte Titoli shall act as depositary for Clearstream and Euroclear. The Notes will be at all times 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 certificate or physical document of title in respect of the Notes will be issued. The Notes and the Class X Detachable Coupons constitute direct, secured, limited recourse obligations of the Issuer. By operation of Italian law, the Issuer’s right, title and interest in and to the Claims due to or owned by the Issuer will be segregated from all other assets of the Issuer and amounts deriving therefrom will only be available, both prior to and following a winding-up of the Issuer, to satisfy the obligations of the Issuer to the Issuer Secured Creditors (as defined in “Transaction Summary - The Principal Parties”) and to any third party creditor in respect of any costs, fees or expenses incurred by the Issuer to such third party creditors in relation to the Securitisation. Amounts derived from the Claims will not be available to any other creditors of the Issuer until satisfaction in full of the rights of the Issuer Secured Creditors. The Issuer Secured Creditors will agree that amounts deriving from the Claims will be applied by the Issuer in accordance with the relevant order of priority (see “Transaction Summary - Priority of Payments”). The Notes will also be secured by certain of the rights and assets of the Issuer pursuant to and as more fully described in the section entitled “Transaction Summary - The Notes”. Each initial and subsequent purchaser of a Note will be deemed, by its acceptance of such Note, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof as set forth therein and described in this Offering Circular and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in certain cases. In connection with the issue of the Notes, Morgan Stanley & Co. International Limited (the “Stabilising Manager“) (or persons acting on behalf of the Stabilising Manager) may over-allot Notes (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation actions. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the 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 Notes and 60 days after the date of the allotment of the Notes. Any statements contained in this document, and relating to the future prospects of any of the parties or any of the markets in which they operate, are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by such statements. Investors are cautioned not to place undue reliance on these statements, which are based on assumptions that may prove to be inaccurate. No one undertakes any obligation to publicly update or revise such statements to reflect events or circumstances occurring after the date of this document. Words and expressions in this document shall, except so far as the context otherwise requires, have the same meanings as those set out in the “Glossary of Terms” below. These and other terms used in this document are subject to, and in some cases are summaries of, the definitions of such terms set out in the Securitisation Documents, as they may be amended from time to time. In this document, references to “€”, “Euro”, “euro” and “cents” are to the single currency introduced in the member states of the European Community which adopted the single currency in accordance with the Treaty of Rome of 25 March 1957, as amended by, inter alia, the Single European Act 1986, the Treaty of European Union of 7 February 1992 establishing the European Union and the European Council of Madrid of 16 December 1995, and as further amended from time to time.

4 TABLE OF CONTENTS TABLE OF CONTENTS...... 5 STRUCTURE DIAGRAM ...... 6 TRANSACTION SUMMARY...... 7 RISK FACTORS...... 32 THE PRINCIPAL LOAN DOCUMENTS ...... 46 THE PRINCIPAL SECURITISATION DOCUMENTS...... 77 USE OF PROCEEDS ...... 84 EXPECTED AVERAGE LIFE OF THE NOTES...... 85 THE PROPERTIES...... 87 THE FUND...... 106 THE DEPOSITARY BANK ...... 112 THE MANAGEMENT COMPANY...... 114 THE PROPERTY MANAGER ...... 118 THE REAL ESTATE INDEPENDENT ADVISOR...... 119 THE PROPERTY APPRAISER...... 120 THE AGENZIA DEL DEMANIO ...... 121 THE REPUBLIC OF ITALY...... 123 THE TRANSFERORS...... 125 THE HEDGING PROVIDER...... 127 THE ISSUER ...... 128 THE LAW 130 SERVICER ...... 130 THE PRIMARY SERVICER...... 131 THE ACCOUNTS...... 132 SELECTED ASPECTS OF ITALIAN LAW...... 134 TERMS AND CONDITIONS OF THE NOTES...... 145 TAXATION...... 185 SUBSCRIPTION AND SALE...... 191 GENERAL INFORMATION...... 196 ANNEX 1...... 198 ANNEX 2...... 202 ANNEX 3...... 214 GLOSSARY OF TERMS ...... 216

5 STRUCTURE DIAGRAM

BNL, Intesa and Fonspa (Law 130 BNL Fondi MS Bank Servicer) and (Transferors) MSMS (Primary Immobiliare Loan (Management Servicer) Agreement Company) Claim Assignment Management Management Purchase Price of Claims Rules Fees

Class A Notes Lease Class B Notes

Agreements Patrimonio Uno Payment of Patrimonio Uno Class C Notes

Tenants (Borrower, CMBS S.r.l. Class D Notes Rents Lessor) Claims (Issuer) Class E Notes Class F Notes Class X Detachable Coupons Hedging MEF Warranty Agreement and Indemnity Capex & Working Deeds Capital Facility Agreement

JPMorgan Chase J.P. Morgan Bank, N.A. (Cash Corporate BNL and Intesa Barclays Bank PLC Manager) Trustee MEF (Capex Lenders) (Hedging Provider) MSMS, Services Ltd (Agent) (Representative Calyon (Issuer of Noteholders) Liquidity Provider)

6

TRANSACTION SUMMARY 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, in the Loan Documents (as defined below) and in the Securitisation Documents (as defined below).

THE PRINCIPAL PARTIES Issuer Patrimonio Uno CMBS S.r.l. (the “Issuer”), a company with limited liability incorporated under the laws of the Republic of Italy under Article 3 of Law No. 130 of 30 April, 1999 (legge sulla cartolarizzazione dei crediti) (the “Securitisation Law”), having its registered office at Via Eleonora Duse, 53, 00197 Rome, Italy, having registration number 08662651002 with the Company Registry of Enterprises (Registro delle Imprese) held in Rome, registered in the register held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Legislative Decree No. 385 dated 1 September 1993 and relevant implementing regulations, as amended and supplemented from time to time (the “Banking Act”) under no. 37327 and with the special register (elenco speciale) held with the Bank of Italy pursuant to Article 107 of the Banking Act. Transferors Banca Intesa S.p.A. (“Intesa”), a bank organised as a limited liability joint stock company under the laws of the Republic of Italy with registered address in Piazza Paolo Ferrari n. 10, Milan, registered in the Companies Register of Milan with number 00799960158, and tax code and VAT number 00799960158.

Banca Nazionale del Lavoro S.p.A. (“BNL”), a bank organised as a limited liability joint stock company under the laws of the Republic of Italy with registered address in Via Vittorio Veneto no. 119, Rome registered in the Companies Register of Rome with number 00651990582 and tax code and VAT number 00651990582.

Morgan Stanley Bank International Limited (“MS Bank”), a bank with registered address at 25 Cabot Square, Canary Wharf, London E14 4QW, United Kingdom, registered with the Register of Companies of England and Wales with n. 3722571, acting through its Milan Branch with offices at Corso Venezia n. 16, registered in the Companies Register of Milan with the number 13255350152. Intesa, BNL and MS Bank are referred to together as the “Transferors” or the “Term Lenders” and are the transferors of the Claims pursuant to the Transfer Agreement (as defined below). Borrower Patrimonio Uno, as borrower under the Facility Agreements (as defined below), is a closed real estate investment fund (fondo di investimento immobiliare di tipo chiuso) (“Patrimonio Uno”, the “Fund”, the “Borrower” or the “Lessor”) established, pursuant to article 14bis of the Law no. 86 of 25 January 1994 (“Article 14bis”) and in accordance with the requirements of Article 39 of Legislative Decree No. 58 dated 24 February 1998, as amended and supplemented from time to time (the “Consolidated Financial Law”), by means of the resolution of the board of directors of the Management Company of 16 September 2003 which has approved the management rules of the Fund (the “Management Rules”). The establishment of the Fund has been promoted by Patrimonio dello Stato S.p.A., pursuant to Article 14bis, as authorised by the MEF. As a consequence of some modifications, the Management Rules have been re-approved by means of the resolution of the Management Company’s Board of Directors passed on 9 November 2005. The Bank of Italy approved the Management Rules with resolution no. 1223845 of 19 December 2005. The Fund has been established for the purpose of performing the activities provided for by article 4 of Law Decree No. 310 of 25

7 September 2001 and implementing ministerial decrees. The Borrower is the lessor under the Lease Agreements (as defined below). Management BNL Fondi Immobiliari SGR p.A. (the “Management Company”), a limited Company liability joint stock company incorporated as asset management company (società di gestione del risparmio) under the laws of the Republic of Italy with offices in Viale A. Filippetti n. 37, Milan, registered in the Companies Register of Milan with the number 12605750152, R.E.A. n. 1570734, tax code and VAT number 12605750152, registered in the register of the Società di Gestione del Risparmio with the number 85. The Management Company is a member of the Gruppo Bancario Banca Nazionale del Lavoro. For a description of the relationships with BNL, please see the “Management Company” below. Depositary Bank BNL (in this capacity as depositary bank of the Fund, the “Depositary Bank”) at which the Fund’s Accounts (as defined below) are maintained. Capex Lenders Intesa and BNL (in this capacity, the “Capex Lenders”) pursuant to the terms of the Capex and Working Capital Facility Agreement (as defined below). Lead Managers Banca Caboto S.p.A., a company incorporated under the laws of the Republic of Italy, whose registered office is at Piazzetta Giordano Dell'Amore, 3, Milan (“Caboto”), BNL and Morgan Stanley & Co. International Limited (“Morgan Stanley” and, together with Caboto and BNL, the “Lead Managers”). Banca Caboto is a wholly-owned (100 per cent.) subsidiary of Intesa. Bookrunners Caboto, BNL and Morgan Stanley (the “Bookrunners”). Arrangers Intesa, BNL and Morgan Stanley (the “Arrangers”). Real Estate Patrigest S.p.A., a subsidiary of Gabetti S.p.A., a company incorporated under the Independent Advisor laws of the Republic of Italy having its registered office at Via Ugo Bassi, 4/B, Milan, as real estate independent appraiser (the “Real Estate Independent Advisor”) for the purpose of releasing a comfort opinion. Property Appraiser Real Estate Advisory Group S.r.l. (“REAG”). Hedging Provider Barclays Bank PLC, with registered address at One Churchill Place, London E14 5HP, United Kingdom, acting through its office at 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom (the “Hedging Provider”), as the Fund’s counterparty to an interest rate swap transaction, documented under an ISDA Master Agreement and related schedule and confirmation pursuant to which the Fund has hedged its interest rate exposure arising from the difference between the fixed payments received by the Fund under the Lease Agreements (as defined below) and the variable interest payments payable by the Fund under the Term Facility Agreements. Pre-securitisation Intesa, as agent under the terms of the Facility Agreements and each of the Loan Agent Documents (as defined below). Post-securitisation Morgan Stanley Mortgage Servicing Limited, a company incorporated under the Agent laws of England and Wales with registered address at 25 Cabot Square, Canary Wharf, London E14 4QA, with registered number 3411668, as post securitisation agent appointed as such in the Intercreditor Agreement (in this capacity, the “Post- Securitisation Agent”). Tenants The main tenants of the Properties (as defined below) of the Fund are the following: - Agenzia del Demanio (“ADD”), an Italian economic public entity (ente pubblico economico) formed in accordance with Article 57, paragraph 1, of Legislative Decree No. 300 of 30 July 1999, with registered offices at via del Quirinale 30, 00187 Rome, Italy, as tenant under the ADD Lease Agreement (as defined below);

8 - Ministero del lavoro, with offices at Via Veneto, 56, 00187 Rome; - Agenzia delle entrate (“ADE”), an Italian economic public entity (ente pubblico economico) formed in accordance with Article 57, paragraph 1, of Legislative Decree No. 300 of 30 July 1999, with registered offices at V.le Europa 242, 00144 Rome, as tenant under the ADE Lease Agreement (as defined below); - BNL, as tenant under the BNL Lease Agreement (as defined in the Conditions); - Telecom Italia S.p.A., an Italian limited liability company with registered offices at Piazza degli Affari 2, Milan, as tenant under the Telecom Lease Agreement (as defined in the Conditions). “Tenants” means the tenants of the Properties and “Tenant” each of them. The Property Generali Properties Asset Management S.p.A. (the “Property Manager”) with Manager registered office at Piazza Duca degli Abruzzi 1, 34132, Trieste, Italy, as property manager. See “The Property Manager”. Law 130 Servicer Credito Fondiario e Industriale S.p.A. (the “Law 130 Servicer”), a bank with registered address at Via Cristoforo Colombo No. 80, Rome (Italy), enrolled under No. 10312.7 in the register of banks held by the Bank of Italy. For a description of the relationships with Morgan Stanley, please see the “Law 130 Servicer” below. Primary Servicer Morgan Stanley Mortgage Servicing Limited (in this capacity, the “Primary Servicer”), as Primary Servicer to the Issuer in relation to the Claims pursuant to the terms of the Servicing Agreement. Representative of the J.P. Morgan Corporate Trustee Services Limited (the “Representative of the Noteholders Noteholders”), a limited liability company incorporated under the laws of England and Wales, having its main office at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom, as the representative of the Noteholders. Cash Manager JPMorgan Chase Bank N.A., London Branch (in this capacity, the “Cash Manager”), a national association with registered head office at 1111 Polaris Parkway, Columbus, Ohio 43271, U.S.A., acting through its London office, registered with the Registrar of Companies for England and Wales under Company Number FC004891 and Branch Number BR000746, with registered branch address at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom, as the cash manager of the Issuer pursuant to the terms of the Cash Management and Agency Agreement (as defined below). Account Bank JPMorgan Chase Bank N.A., Milan Branch (in this capacity, the “Account Bank”), a national association with registered head office at 1111 Polaris Parkway, Columbus, Ohio 43271, U.S.A., acting through its Milan Branch with offices in Via Catena 4, 20121 Milan, Italy, as the account bank of the Issuer pursuant to the terms of the Cash Management and Agency Agreement. The Account Bank is required to be an Eligible Institution. “Eligible Institution” means a bank with a short-term senior unsecured unsubordinated rating at least equal to A-1+ (by S&P) and F1 (by Fitch). Principal Paying JPMorgan Chase Bank N.A., Milan Branch (in this capacity, the “Principal Paying Agent Agent”), as the principal paying agent of the Issuer pursuant to the terms of the Cash Management and Agency Agreement. Luxembourg Paying J.P. Morgan Bank Luxembourg S.A. (in this capacity, the “Luxembourg Paying Agent Agent” and, together with the Principal Paying Agent, the “Paying Agents”), a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, whose registered office is at 6, route de Trèves, L-2633 Senningerberg (Municipality of Luxembourg), Grand Duchy of Luxembourg, as the Luxembourg paying agent of the Issuer pursuant to the terms of the Cash Management and Agency Agreement.

9 Luxembourg Listing J.P. Morgan Bank Luxembourg S.A. (in this capacity, the “Luxembourg Listing Agent Agent”), as the Luxembourg listing agent of the Issuer pursuant to the terms of the Cash Management and Agency Agreement. Issuer Corporate KPMG Fides Servizi di Amministrazione S.p.A. (the “Issuer Corporate Services Services Provider Provider”), a limited liability company incorporated under the laws of Italy, with offices at Via Eleonora Duse, 53, 00197, Rome, Italy, as corporate and administrative services provider to the Issuer pursuant to the terms of the Issuer Corporate Servicing Agreement (as defined below). Quotaholder of the Stichting Orfomon, a foundation established under the laws of The Netherlands, Issuer having its registered office at Amsteldjik 166 – 1079 LH, The Netherlands, as quotaholder of the Issuer. Stichting Orfomon holds 100% of the quota capital of the Issuer. Issuer Liquidity Calyon S.A. (Milan Branch) (the “Issuer Liquidity Facility Provider”), acting Facility Provider through its office located at Via Brera 21, Milan, as Issuer Liquidity Facility Provider pursuant to the terms of the Issuer Liquidity Facility Agreement (as defined below). Issuer Secured The Noteholders, the holders of the Class X Detachable Coupons, the Creditors Representative of the Noteholders, the Lead Managers, the Arrangers, the Law 130 Servicer, the Primary Servicer, the Cash Manager, the Account Bank, the Paying Agents, the Issuer Corporate Services Provider and the Issuer Liquidity Facility Provider are together referred to as the “Issuer Secured Creditors”. THE NOTES The Notes On the Issue Date, the Issuer will issue: (i) the Class A Notes; (ii) the Class B Notes; (iii) the Class C Notes; (iv) the Class D Notes; (v) the Class E Notes; and (vi) the Class F Notes. The Notes and the Class X Detachable Coupons will constitute direct, secured and limited recourse obligations of the Issuer. Form and The Notes will be issued in the denomination of euro 50,000 (and any integral denomination of the multiple of euro 1,000 in excess thereof). The Notes will be issued in dematerialised Notes form and held, until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders. Monte Titoli will act as depositary for Clearstream and Euroclear. Title to the Notes will be at all times evidenced by book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and CONSOB Resolution No. 11768 of 23 December 1998 as amended from time to time. No certificate or physical document of title will be issued in respect of the Notes. Interest on the Notes The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes will, in respect of each Interest Period, bear interest on their Principal Amount Outstanding (as defined in the Conditions) from and including the Issue Date at a rate equal to EURIBOR for six month euro deposits (the “Interest Rate”) (as determined by the Principal Paying Agent in accordance with the Conditions) plus the following margins: (i) in respect of the Class A Notes, 0.17 per cent. per annum up to but excluding the Step-up Date (as defined below) and thereafter a margin (the

10 “Class A Step-up Margin”) of 0.34 per cent. per annum; (ii) in respect of the Class B Notes, 0.31 per cent. per annum up to but excluding the Step-up Date and thereafter a margin (the “Class B Step-up Margin” of 0.62 per cent. per annum; (iii) in respect of the Class C Notes, 0.40 per cent. per annum up to but excluding the Step-up Date and thereafter a margin (the “Class C Step-up Margin” of 0.80 per cent. per annum; (iv) in respect of the Class D Notes, 0.45 per cent. per annum up to but excluding the Step-up Date and thereafter a margin (the “Class D Step-up Margin” of 0.90 per cent. per annum; (v) in respect of the Class E Notes, 0.48 per cent. per annum up to but excluding the Step-up Date and thereafter a margin (the “Class E Step-up Margin” of 0.96 per cent. per annum; and (vi) in respect of the Class F Notes, 0.50 per cent. per annum up to but excluding the Step-up Date and thereafter a margin (the “Class F Step-up Margin” and, together with the Class A Step-up Margin, the Class B Step- up Margin, the Class C Step-up Margin, the Class D Step-up Margin and Class E Step-up Margin, the “Step-up Margin”) of 1.00 per cent. per annum; “Step-up Date” means the Payment Date falling in December 2012. Interest on each class of Notes will be calculated by reference to the Principal Amount Outstanding (as defined in the Conditions) thereof and the relevant Interest Rate for such Interest Period and will be payable in arrear in euro on 2 January 2007 (the “First Payment Date”) and thereafter semi-annually in arrear on 30 June and 31 December in each year (or, if such day is not a Business Day, on the immediately following Business Day) (each, including the First Payment Date, a “Payment Date”) up to and including the earlier of the redemption in full or the Cancellation Date (as defined below). The Step-up Margin will be paid to the Noteholders only and to the extent that there are Issuer Available Funds available for such purpose at the relevant Payment Date. In addition, the Class A Notes will on issue have a second right to receive interest, which shall be the Class X Detachable Coupons and which shall be detached from the Class A Notes pursuant to the Subscription Agreement. In no circumstances the interest in respect of the Class X Detachable Coupons shall be lower than zero. The Class X1 Detachable Coupons will bear interest starting from the Issue Date up to the Payment Date falling on December 2012. The Class X2 Detachable Coupons will bear interest starting from 1 January 2013 up to the Final Maturity Date. The interest payable in respect of the Class X Detachable Coupons from time to time will be an amount (the “Class X Amount”) equal to (a) the product of: (i) the aggregate outstanding principal balance of the Term Loans (as defined in the Conditions) as of the beginning of the applicable Interest Period and (ii) the Class X Rate, less (b) any amount of interest due to the Noteholders as a consequence of the redemption of the Notes on a Payment Date not falling on 30 June or 31 December. In addition, the holders of the Class X Detachable Coupons will have the right to receive any prepayment fee, any refinancing fee and any extension fee paid by the Fund under the Term Facility Agreements. In case of full prepayment of the Term Facilities during the Pre-Amortisation Period, the Issuer, upon instructions of the Primary Servicer, (in its sole discretion and taking into account solely the interests of the holders of the Class X Detachable Coupons), will:

11 (i) on the Payment Date following the prepayment of the Term Facilities and in accordance to Condition 6 (c), redeem early the Notes; or (ii) upon prepayment of the Term Facilities deposit the proceeds arising therefrom into the Principal Accumulation Account until the end of the Pre- Amortisation Period. Upon occurrence of (i) above, the amount payable in respect of the Class X Detachable Coupons will be reduced by an amount equal to the additional tax at the rate of 20 per cent. to be paid by the Issuer on the interest accrued on the Notes up to the date of early redemption, pursuant to Article 26, paragraph 1, of Presidential Decree No. 600 of 29 September, 1973, as amended. Upon occurrence of (ii) above or in the event that the Term Facilities are partially prepaid during the Pre-Amortisation Period, the amount payable in respect of the Class X Detachable Coupons (including any prepayment fee and any refinancing fee paid by the Fund to the holders of the Class X Detachable Coupons) will be reduced by an amount equal to the difference (as determined by the Primary Servicer using reasonable assumptions) between the amount of interest due on the Notes from the prepayment date until the end of the Pre-Amortisation Period and the amount of interest to be earned on the Principal Accumulation Account from the prepayment date until the end of the Pre-Amortisation Period, . Such amount will be withheld on the Principal Accumulation Account for the benefit of the Noteholders and the excess, if any, will be released in favour of the holders of the Class X Detachable Coupons on the Payment Date falling at the end of the Pre-Amortisation Period upon full redemption of the Notes. “Administrative Cost Factor” is, for any Interest Period, equal to the percentage obtained by dividing: (i) the Administrative Fees for such Interest Period by (ii) the outstanding principal balance of each Term Loan at the beginning of the corresponding Loan Interest Period. “Administrative Cost Rate” with respect to any Interest Period is equal to a variable rate per annum, which is the percentage equal to the product of (a) the fraction obtained by dividing: (i) the Administrative Cost Factor by (ii) the actual number of days in the relevant Interest Period and (b) 360. The Administrative Cost Rate represents, as of any period of calculation, the per annum rate at which Ordinary Issuer Expenses for any Interest Period accrue against the outstanding principal balance of the Term Loans. “Administrative Fees” for any Interest Period will be the sum of all Ordinary Issuer Expenses plus VAT, if applicable, incurred during such Interest Period. “Class X Rate” from time to time will be equal to the excess, if any, of: (a) the Net Loan Rate over (b) the weighted average of the Interest Rates of all of the Notes (other than the Class X Detachable Coupons) (weighted on the basis of the respective Principal Amount Outstanding of such Notes immediately prior to the related Payment Date). “Net Loan Rate” for the Term Loans, with respect to any Loan Interest Period, is equal to the per annum interest rate due on the Term Loans for such period less the Administrative Cost Rate for the related Loan Interest Period. “Ordinary Issuer Expenses” means, with respect to any Interest Period, the ordinary and recurring fees of: (i) the Representative of the Noteholders, the Account Bank, the Cash Manager, the Principal Paying Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Law 130 Servicer, the Primary Servicer, the Issuer Corporate Services Provider; (ii) the Issuer’s directors and the accountants or auditors appointed by the Issuer or its directors, (iii) the Issuer Facility Liquidity Provider, (iv) the Rating Agencies, (v) the stock exchange where the Notes are listed, and (vi) the fees due to any special servicer pursuant to the 12 Servicing Agreement. Such ordinary and recurring fees do not represent all of the expenses incurred by the Issuer, but instead represent those ordinary, recurring fees to be paid by the Issuer on a semi-annual basis to those transaction parties described above for the purpose of calculating the Net Loan Rate. The Ordinary Issuer Expenses, based on first year expenses, are expected to be in the range between Euro 300,000 and Euro 350,000 per annum, which do not include interest expense relating to any drawings of the Liquidity Facility, if actually made. Ranking With respect of the obligations of the Issuer to pay interest on the Notes prior to the service of an Issuer Enforcement Notice (i) the Class A Notes and the Class X Detachable Coupons will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes; (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes and to the Class X Detachable Coupons; (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes, the Class B Notes; (iv) the Class D Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class C Notes; (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes; and (vi) the Class F Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. With respect of the obligations of the Issuer to repay the Allocated Loan Amount and the Release Premium (as defined below), prior to the service of an Issuer Enforcement Notice and provided that no Sequential Payment Trigger (as defined below) has occurred and is continuing, each class of Notes will rank pari passu and pro rata in accordance with the Principal Amount Outstanding of each such class. With respect of the obligations of the Issuer to repay, prior to the service of an Issuer Enforcement Notice, the Other Principal Repayment Amounts (as defined below), if no Sequential Payment Trigger has occurred and is continuing, or the Principal Collections (as defined below), if a Sequential Payment Trigger has occurred, (i) the Class A Notes will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes, (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes, (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class B Notes, (iv) the Class D Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class C Notes, (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes, and (vi) the Class F Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. With respect of the obligations of the Issuer to pay interest and repay principal following the service of an Issuer Enforcement Notice (i) the Class A Notes and the Class X Detachable Coupons (with respect to the interest only) will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes, (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes and the Class X Detachable Coupons (with respect to the interest only), (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class B Notes; (iv) the Class D Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class C Notes; (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes; and (vi) the Class F Notes will rank pari passu 13 and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. Expected Maturity Subject to the assumptions referred to under the section headed “Expected Average and Expected Average Life of the Notes”, and based on the Business Plan of the Management Company Life of the Notes (see “The Properties” – “The Business Plan” – “Expected Sales Plan”), the expected average life of the Class A Notes is 4.0 years, of the Class B Notes is 6.4 years, of the Class C Notes is 6.4 years, of the Class D Notes is 6.4 years, of the Class E Notes is 6.4 years and of the Class F Notes is 6.4 years. Final Maturity Date of Other than as described below and unless previously redeemed in full, the Issuer the Notes will redeem the Notes at their respective Principal Amount Outstanding on the Payment Date falling in December 2021 (the “Final Maturity Date”). All Notes will, immediately following the Payment Date falling in December 2030 (the “Cancellation Date”), be deemed to be discharged in full and any amount in respect of principal, interest or other amounts due and payable in respect of the Notes will (unless payment of any such amounts is improperly withheld or refused) be finally and definitively cancelled. Mandatory On each Payment Date starting from, and including, the Payment Date falling in Redemption of the December 2007, and prior to the service of an Issuer Enforcement Notice (as Notes defined below), the Issuer will apply the Principal Collection (as defined below) (which will include, among other things, amounts deriving from any pre-payment under the Term Facility Agreements by the Borrower) on such Payment Date, in or towards mandatory redemption of the Notes (in whole or in part) pursuant to Condition 6 and in accordance with the applicable Priority of Payments (as defined below). Optional Redemption Pursuant to Condition 6, letter (c), the Issuer may at its option (and shall if of the Notes instructed to do so by the Primary Servicer) on any Payment Date until the Payment Date falling in December 2007 (excluded) redeem all, but not part, of the Notes at their Principal Amount Outstanding, together with interest accrued to the date fixed for the redemption, provided that among others things the Issuer has the necessary funds required to be paid in priority to or pari passu with the Notes (including the additional 20% tax on interest to be paid by the Issuer in case of early redemption during the Pre-Amortisation Period). Redemption for Pursuant to Condition 6, letter (d), the Issuer, in the event that, as result of a change taxation reasons in law or in the Italian tax authorities’ interpretation of the law, the Issuer would be required to deduct or withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction) from any payment of principal or interest under the Notes, and provided that, the Issuer has sufficient funds available to it on the relevant Payment Date to discharge all of its liabilities in respect of the Notes and any payments required to be paid in priority to the Notes in accordance with Condition, shall redeem all, but not part, of the Notes at their Principal Amount Outstanding, together with interest accrued to the date fixed for the redemption, subject to the Issuer: (i) giving not more than 60 days nor less than 10 days written notice to the Representative of the Noteholders, the Luxembourg Stock Exchange and the Noteholders; and (ii) prior to giving such notice, having provided the Representative of the Noteholders with: (A) a legal opinion (in form and substance reasonably satisfactory to the Representative of the Noteholders) from a firm of lawyers expert on the matter in Italy opining that on the next Payment Date the Issuer would be required, as result of a change in law or in the Italian tax authorities’ interpretation of the law, to deduct or 14 withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction as described below) from any payment of principal or interest under the Notes or would be subject to any taxes, duties, assessments or governmental charges of whatever nature imposed by the Republic of Italy or any political sub- division thereof or any authority thereof or therein (or that amounts payable to the Issuer in respect of the Claims would be subject to withholding or deduction); (B) a certificate signed by the Chairman of the Board of Directors or by the Sole Director of the Issuer to the effect that the obligation to make such deduction or withholding, or that such change in the tax status of the Issuer, as the case may be, cannot be avoided by taking reasonable measures; and (C) a certificate signed by the Chairman of the Board of Directors or by the Sole Director of the Issuer to the effect that the Issuer will have the necessary funds to discharge all of its outstanding obligations in respect of the Notes and any amounts required to be paid in priority to any of the Notes in accordance with the applicable Priority of Payments. The funds necessary for exercising the Redemption of the Notes for taxation reasons may be obtained from the sale by the Issuer of the Claims, in accordance with the provisions of the Securitisation Documents. Should such sale occur, the proceeds therefrom will be included in the Principal Collections on the relevant Payment Date. See “The Principal Securitisation Documents – The Issuer Intercreditor Agreement”. Withholding tax on All payments in respect of the Notes will be made without withholding or deduction the Notes for or on account of any present or future taxes, duties or charges of whatsoever nature other than a Law 239 Deduction or any other withholding or deduction required to be made by applicable law. The exemption from the Law 239 Deduction in respect of payments of interest, principal or other amounts relating to the Notes will apply to each Noteholder not a resident of the Republic of Italy, provided that such Noteholder declares itself to be eligible for the aforementioned exemption. In order to qualify for such exemption, each Noteholder is required to be the beneficial owner of payments of interest, principal or other amounts relating to the Notes and: (i) be a resident, for tax purposes, in a country which allows for a satisfactory exchange of information as listed in Ministerial Decree of 4 September 1996; or (ii) be an international body or entity set up in accordance with international agreements in force in the Republic of Italy; or (iii) be the central bank or an entity authorised to manage the official reserves of a country; or (iv) be an institutional investor which resides in countries which allow for a satisfactory exchange of information, even if they do not possess the status of taxpayers in their own country of residence. In the absence of the foregoing declaration, payments of interest, premium or other income relating to the Notes are subject to a Law 239 Deduction at a rate of 12.5 per cent in respect of the gross amount of such payment. Without prejudice to the above provisions, 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 tax amount equal to 20 per cent. of the interest accrued from the Issue Date up to the time of early redemption on the Notes redeemed (see “Taxation”). None of the Issuer, the Representative of the Noteholders, the Paying Agents nor any other person will have any obligation to pay any additional amount to any Noteholders on account of a Law 239 Deduction (whether due to the absence of the relevant declaration for exemption or otherwise) or any other deduction or withholding (including in respect of an early redemption as aforementioned) required by applicable law.

15 Security for the Notes By operation of the Securitisation Law, the Issuer’s right, title and interest in and to the Claims will be segregated from all other assets of the Issuer and amounts deriving therefrom will only be available, both prior to and following a winding-up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, the other Issuer Secured Creditors and any third party creditor to whom the Issuer has incurred costs, fees and expenses in relation to the securitisation of the Claims. On or about the Issue Date, the Issuer will execute: (i) a deed of pledge (the “Deed of Pledge”) pursuant to which the Issuer (a) will pledge in favour of the Representative of the Noteholders and the other Issuer Secured Creditors (i) all monetary claims and rights and all the amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is or will be entitled pursuant to any Securitisation Documents to which the Issuer is a party (other than the Securitisation Documents governed by English law) with respect to each relevant counterparty (other than amounts due in respect of the Claims) and (ii) its credit rights with respect to the Account Bank in respect of the credit balance standing from time to time to the credit of any of the Collection Account, the Principal Accumulation Account, the Payments Account, and (b) shall undertake to pledge, in favour of the Representative of the Noteholders acting in the name, on behalf and for the benefit of itself and the other Issuer Secured Creditors, any security credited into the Securities Account, to the extent opened in Italy with an Eligible Institution (each as defined below). The Deed of Pledge shall be governed by Italian law; (ii) a deed of charge (the “Deed of Charge“), pursuant to which the Issuer, with full title guarantee, will create in favour of the Representative of the Noteholders and to be held by it as security trustee upon trust for itself and for and on behalf of the Noteholders and the other Issuer Secured Creditors a first security interest over the Issuer’s interest arising under the Hedging Agreement Charge (as defined below). The Deed of Charge shall be governed by English law. The Deed of Pledge and the Deed of Charge are collectively referred to as the “Issuer Security”. Proceeds derived from time to time from the subject matter of the Issuer Security will be applied in and towards satisfaction not only of the Notes but also of any other items ranking prior to the Notes according to the applicable Priority of Payments. Issuer Intercreditor On or about the Issue Date, the Issuer, the Representative of the Noteholders, the Agreement Managers, the Arrangers, the Fund, the Law 130 Servicer, the Primary Servicer, the Account Bank, the Issuer Corporate Services Provider, the Issuer Liquidity Facility Provider, the Cash Manager and the Paying Agents will enter into an intercreditor agreement (the “Issuer Intercreditor Agreement”) pursuant to which, among other things, the Representative of the Noteholders will be authorised to exercise, in the name and on behalf of the Issuer and in the interest of and for the benefit of the Issuer Secured Creditors: (i) before an Issuer Enforcement Notice has been served, all the Issuer’s contractual rights arising out of the Securitisation Documents to which the Issuer is a party upon failure by the Issuer to do so; and (ii) subject to an Issuer Enforcement Notice being served upon the Issuer following the occurrence of an Issuer Enforcement Event, all the Issuer’s contractual rights arising out of the Securitisation Documents to which the Issuer is a party. Pursuant to the Issuer Intercreditor Agreement, the Issuer Secured Creditors will agree to the limited recourse nature of the obligations of the Issuer and to the Priority of Payments described below. Issuer Liquidity On or about the Issue Date, the Issuer, the Issuer Liquidity Facility Provider, the 16 Facility Agreement Cash Manager, the Issuer Corporate Services Provider and the Representative of the Noteholders will enter into a liquidity facility agreement (the “Issuer Liquidity Facility Agreement”), pursuant to which the Issuer Liquidity Facility Provider agreed to make available to the Issuer a 364 day renewable committed facility in a maximum aggregate amount equal to Euro 45 million. Upon reimbursement of the principal amount outstanding under the Notes, the above available aggregate amount will be proportionally reduced. The amount of available Liquidity Facility to meet items from (i) to (xi) of the Interest Priority of Payment is subject to certain limitations. The Liquidity Facility Agreement provides that upon occurrence of certain events the Liquidity Facility Provider shall pay an amount equal to the undrawn portion of the Liquidity Facility (the “Stand-by Amount”) into a bank account to be opened for such purpose in the name of the Issuer with (a) the Liquidity Facility Provider so long as the latter is an Eligible Institution, or (b) any other Eligible Institution, should the Liquidity Facility Provider cease to be an Eligible Institution. The Issuer Liquidity Facility Agreement will provide the Issuer with liquidity support in the event that (i) the Interest Collections (as defined below) (without taking into account amounts rendered available by the Issuer Liquidity Facility Provider under the Issuer Liquidity Facility Agreement) as at any Payment Date are not sufficient to meet the Issuer’s obligation to pay, among other things and subject to certain conditions, interest due under the Notes and under the Class X Detachable Coupons and all other amounts ranking in priority to or pari passu with such payments, and (ii) the Issuer shall make a payment to the Hedging Provider under the Hedging Agreement. See “The Principal Securitisation Documents - The Issuer Liquidity Facility Agreement”. The “Securitisation Documents” are the Transfer Agreement, the Servicing Agreement, the Cash Management and Agency Agreement, the Deed of Charge, the Deed of Pledge, the Issuer Intercreditor Agreement, the Issuer Corporate Servicing Agreement, the Issuer Liquidity Facility Agreement and the Subscription Agreement (as defined below). See “The Principal Securitisation Documents”. Purchase of the Notes The Issuer may not, directly or indirectly, purchase any Notes at any time. Limited recourse The obligation of the Issuer to make payments to the Noteholders and each other nature of the Issuer's Issuer Secured Creditor will be limited to the available funds of the Issuer in obligations accordance with the Priority of Payments set out in Condition 4. Issuer Enforcement If any of the following events (each an “Issuer Enforcement Event”) occurs: Events (i) Non-payment of interest on the Notes: default is made in respect of any payment of interest due on the most senior class of Notes outstanding (other than in respect of any amount due as the Class A Step-up Margin, the Class B Step-up Margin, the Class C Step-up Margin, the Class D Step-up Margin, the Class E Step-up Margin or the Class F Step-up Margin, as the case may be), which default shall have continued unremedied for a period of 5 (five) Business Days; or (ii) Non-payment of Principal Amount Outstanding on the Notes: default is made in respect of payment of the Principal Amount Outstanding due on any class of Notes outstanding on the Final Maturity Date, which default shall have continued unremedied for a period of 5 (five) Business Days; or (iii) Breach of other obligations by the Issuer: the Issuer defaults in the performance or observance of any of its obligations under any of the Securitisation Documents to which it is a party 17 or any obligations under the Notes (other than under paragraphs (i) and (ii) above) and except when, in the sole and absolute opinion of the Representative of the Noteholders, such default (a) is incapable of remedy (in which case no notice will be required), or (b) remains unremedied for 30 (thirty) days after the Representative of the Noteholders has given written notice thereof to the Issuer; or (iv) Breach of representations and warranties: any of the representations and warranties given by the Issuer under any of the Securitisation Documents to which it is party is or proves to have been incorrect or misleading in any material respect when made or deemed to be made until full redemption of the Notes (for this purpose a breach of a representation or a warranty shall be deemed to be material if the relevant matter is, in the opinion of the Representative of the Noteholders, capable of adversely affecting the Issuer’s ability to perform its obligations and duties under any of the Securitisation Documents); or (v) Winding-up of the Issuer: an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the Issuer, except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Representative of the Noteholders or by an Extraordinary Resolution (as defined in the Conditions) of the Noteholders; or (vi) Insolvency of the Issuer: proceedings are initiated against the Issuer under any applicable law providing for liquidation, insolvency, composition, reorganisation (including, but not limited to, presentation of a petition for an administration order) and such proceedings are not, in the opinion of the Representative of the Noteholders (who may rely on legal advice from a firm of lawyers expert on the matter in Italy), being disputed in good faith with a reasonable prospect of success or manifestly without grounds, or an administration order is granted or an administrative receiver or other receiver, liquidator or other similar official is appointed in relation to the Issuer or in relation to the whole, or in the opinion of the Representative of the Noteholders any substantial part, of the undertaking or assets of the Issuer, or an encumbrancer takes possession of the whole, or in the opinion of the Representative of the Noteholders any substantial part, of the undertaking or assets of the Issuer, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole, or in the opinion of the Representative of the Noteholders, any substantial part, of the undertaking or assets of the Issuer; or (vii) Unlawfulness: it is, becomes 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 the Securitisation Documents to which the Issuer is a party, (viii) Illegality the Issuer does not have the legal power to perform its obligations under the Securitisation Documents or to own any material asset or to carry on its business and at any time any obligation of the Issuer under a Securitisation Document ceases to be legal, binding and enforceable;

18 then the Representative of the Noteholders may, at its sole discretion, or shall, if so requested in writing by the holders of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the most senior class of Notes or if so directed by or pursuant to an Extraordinary Resolution of the holders of the Notes (subject, in each case, being indemnified or secured to its satisfaction) give written notice (an “Issuer Enforcement Notice”) to the Issuer declaring the Notes to be due and payable without further action or formality at their Principal Amount Outstanding. Upon the Representative of the Noteholders giving an Issuer Enforcement Notice, all the Notes will become immediately due and payable at their Principal Amount Outstanding, together with any accrued interest, and all available funds will be applied in accordance with the Post-Enforcement Priority of Payments (as defined below). Listing and admission Application has been made for the Notes to be admitted to listing and admission to to trading of the Notes trading on the Regulated Market of the Luxembourg Stock Exchange. Rating Upon issue it is expected that the Class A Notes will be rated AAA by Fitch Ratings Ltd. (“Fitch”) and AAA by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies Inc. (“S&P”, and, together with Fitch, the “Rating Agencies”), the Class B Notes will be rated AA by Fitch and AA by S&P, the Class

C Notes will be rated AARWN by Fitch and AA by S&P, the Class D Notes will be rated AARWN by Fitch and AA- by S&P, the Class E Notes will be rated A+ by Fitch and A+ by S&P, the Class F Notes will be rated A by Fitch and A by S&P and the Class X Detachable Coupons will be rated AAA by Fitch and AAA by S&P. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any or all of the Rating Agencies. Selling restrictions There are restrictions on the sale of the Notes and on the distribution of information in respect thereof. The Class X Detachable Coupons will not be offered or sold pursuant to this Offering Circular. See the section entitled “Subscription and Sale”. THE CLAIMS Claims The Claims comprise any existing and future monetary obligations of the Fund arising out of the Term A Facility Agreement and the Term B Facility Agreement (together, the “Term Facility Agreements”) dated 30 December 2005, as amended, between the Term Lenders, the Borrower and the Pre-securitisation Agent, pursuant to the terms set forth therein as well as any rights ancillary to the exercise of such monetary claims and any security interests, guarantees and indemnities supporting such claims and rights arising by operation of law and from the Loan Documents. The “Loan Documents” are the Term A Facility Agreement, the Term B Facility Agreement, the Capex Facility Agreement, the Hedging Agreement, the Fund Intercreditor Agreement, the Lease Agreements, the MEF Warranty and Indemnity Deed, each of the Loan Security Documents and the Insurance Policy. See “The Principal Loan Documents”. The Term Facility The Term A Facility Agreement was entered into in order to finance the Borrower’s Agreements acquisition from various Italian public entities of certain real estate properties (the “Transferred Properties”) that were transferred into the ownership of the Ministry of Economy and Finance of the Republic of Italy (“MEF”) and by the MEF to the Borrower by the Transfer Decree (as defined below) in accordance with article 4 of Law Decree No. 351 of 25 September 2001, as converted, with amendments, into Law No. 410 of 23 November 2001, as subsequently amended (“Law Decree 351/2001”). Prior to the transfer of the Transferred Properties, the MEF contributed certain other properties (the “Contributed Properties” to the Borrower through the Contribution Decree (as defined below).

19 The Term B Facility Agreement was entered into in order to finance the Borrower’s acquisition from Coni Servizi S.p.A. (“Coni”) of certain real estate properties (the “Coni Properties”) that were transferred into the ownership of the Borrower pursuant to two deeds of sale (the “Coni Deeds of Sale”). Coni is a wholly owned subsidiary of the MEF undertaking activities instrumental to the institutional tasks of CONI (Comitato Olimpico Nazionale Italiano), the public entity in charge of coordinating and overseeing national sports organisations in Italy. For that purpose, it undertakes commercial and industrial activities necessary or incidental to its corporate objects, including those relating to real estate, movables, finance and the supply of goods and services. Coni bases its activities on its constitutional principles and, in particular, on the need to establish facilities and structures for sports events and sports activities and to manages sports centres. The Transferred Properties, the Contributed Properties and the Coni Properties are together referred to as the “Portfolio”, the “Real Estate Assets” or the “Properties”. The Properties which are subject to the ADD Lease Agreement are together referred to as the “Pool A Properties” and the Properties which are either leased to public entities or third parties based on standard lease contracts or are vacant are together referred to as the “Pool B Properties ”. For a description of the Properties, see “The Properties”. For a description of the Contribution Decree and the Transfer Decree see “Selected Aspects of Italian Law - The MEF Decrees”. For a description of the Coni Deeds of Sale, see “The Principal Loan documents – The Coni Deeds of Sale”. The Loan Security The Claims transferred to the Issuer pursuant to the Transfer Agreement and the claims of the Capex Lenders under the Capex and Working Capital Facility Agreement are secured by: (i) a special lien (privilegio speciale) (the “Special Lien”) over the Transferred Properties and the Contributed Properties created by operation of law pursuant to Article 4, paragraph 2-bis of Law Decree 351/2001 (see “Selected Aspects of Italian Law - The MEF Decrees” and “Selected Aspects of Italian Law – Description of the Transaction Decree”); (ii) a first priority perfected Italian law property mortgage (the “Mortgage”) over the Coni Properties (see “The Principal Loan Documents – The Loan Security Documents – The Mortgage”); (iii) a priority interest established by operation of law pursuant to Article 4, paragraph 2-bis of Law Decree 351/2001 (the “Lease Payments Priority Interest”), pursuant to which 100% of the lease payments under the ADD Lease Agreement in respect of the Pool A Properties and any other proceeds deriving from the Pool A Properties shall accumulate in the Lease Payments Account as security for the Claims and shall be applied among the Borrower’s creditors in accordance with the Fund Intercreditor Agreement (see “The Principal Loan Documents - The Fund Intercreditor Agreement”, “Selected Aspects of Italian Law – “The MEF Decrees” and “Selected Aspects of Italian Law – Priority Interest”); (iv) a pledge of each of the Fund’s Accounts (as defined below) (the “Fund’s Accounts Pledge”) (see “The Principal Loan Documents - The Loan Security Documents”); (v) a loss payee clause (the “Loss Payee Clause”) attached to the Insurance Policy covering the Properties providing that any and all insurance payments payable by the insurer thereunder shall only be paid with releasing effect if paid to the Fund’s Insurance Payments Account (see “The Principal Loan Documents - The Insurance Policy” and “The Principal Loan Documents - The Loan Security Documents”);

20 (vi) an assignment by way of security of all cash amounts received by the Borrower under the Lease Agreements (the “Lease Payments”) (the “Lease Payments Assignment”) (see “The Principal Loan Documents - The Loan Security Documents”); (vii) an assignment by way of security of the Fund’s receivables under the MEF Warranty and Indemnity Deed (as defined below) (the “Warranty and Indemnity Receivables Assignment Agreement”) (see “The Principal Loan Documents - The Loan Security Documents”); (viii) an assignment by way of security of the Fund’s interest under the Hedging Arrangements (as defined below) (the “Hedging Agreement Charge”) (see “The Principal Loan Documents - The Loan Security Documents”). Repayment Pursuant to the terms of the Term Facility Agreements, the initial term is 31 December 2017 (the “Loan Maturity Date”). The Loan Maturity Date shall be automatically extended, upon satisfaction of the conditions provided therein, if there is an extension of the term of the Fund for a period of up to three years following the scheduled maturity as permitted by Article 14, paragraph 6, of the Decree of the Minister of Treasury No. 228 of 24 May 1999. Among other mandatory prepayment events, the Term Facility Agreements require mandatory prepayments by the Borrower to be made out of certain of the proceeds to the Borrower from the sale of the Properties, insurance payments and cash indemnities paid to it by the MEF under the MEF Warranty and Indemnity Deed. See “The Principal Loan Documents – The Facility Agreements”. Hedging Agreement In connection with the Term Facility Agreements, the Borrower has entered into an interest rate swap with the Hedging Provider pursuant to an ISDA Master Agreement and related schedule and confirmations, as supplemented and amended (the “Hedging Agreement”). The Issuer is also party to the Hedging Agreement, since pursuant to the Hedging Agreement if for any reason the Borrower is unable to make any payment when due to the Hedging Provider, the Issuer shall pay any such amounts to the Hedging Provider. See “The Principal Loan Documents - The Hedging Agreement”. The MEF Warranty The MEF, the Term Lenders and the Borrower entered into a warranty and and Indemnity Deed indemnity deed dated 30 December 2005, as amended (the “MEF Warranty and Indemnity Deed”), pursuant to which, among other things, the MEF has made certain representations and warranties for the benefit of the Borrower and the Term Lender, has assumed certain indemnity obligations towards the Term Lender and the Borrower in relation to costs, losses or damages suffered by them as a consequence of the declaration of nullity or invalidity (annullamento or inefficacia), also temporarily, of the Transaction Decree (as defined below) and the Closing Decree (as defined below). The MEF's indemnity obligations may be satisfied by cash payments or by the transfer to the Borrower of additional properties, subject to certain limits and substitution criteria. The MEF's indemnity obligations cover the Contributed Properties, the Transferred Properties and the Coni Properties. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed”. The Fund The Fund, the Term Lenders, the Capex Lenders, the Hedging Provider, the Pre- Intercreditor Securitisation Agent, the Post-Securitisation Agent and the Depositary Bank entered Agreement into an intercreditor agreement dated 30 December 2005, as amended (the “Fund Intercreditor Agreement”), pursuant to which the order of priority for the distribution of (i) the Borrower’s Available Funds (as defined below) before the occurrence of a Loan Trigger Event (as defined below) under the Facility Agreements and acceleration thereof and (ii) the Borrower’s Available Funds after the occurrence of a Loan Trigger Event under the Facility Agreements and acceleration thereof, are established. See “The Principal Loan Documents - The Fund Intercreditor Agreement”.

21 “Borrower’s Available Funds” means, on any date falling 3 (three) Business Days prior to 30 June and 31 December of each year (each a “Loan Interest Payment Date”), the sum of: (i) the amounts standing to the credit of the Sales Proceeds Account, less any amount standing thereto as guarantee (caparra or deposito cauzionale) for the sale of any of the Properties; (ii) the amounts standing to the credit of the Lease Payments Account; (iii) the amounts standing to the credit of the Hedge Payments Account with the inclusion of the amounts expected to be received on or prior to the immediately following Loan Interest Payment Date from the Hedging Provider, other than of any amount received in respect of any swap termination payments (to the extent used or to be used in connection with the entering into replacement hedging agreements) and/or payments from the swap collateral; (iv) the amounts standing to the credit of the Fund’s Insurance Payments Account; (v) the amounts standing to the credit of the Fund’s Cash Indemnity Account; (vi) the proceeds arising out of the liquidation of Fund Eligible Investments (as defined in the Conditions), if any; and (vii) the Enforcement Proceeds, if any. “Loan Trigger Event” means any event which may trigger the acceleration, the withdrawal or the default of the Term Facility Agreements. The Capex and On 30 December 2005 the Borrower, the Capex Lenders and the Pre-securitisation Working Capital Agent entered into a facility agreement, as amended on 20 February 2006 and on 22 Facility Agreement June 2006 (the “Capex and Working Capital Facility Agreement”) pursuant to which the Capex Lenders have agreed to advance to the Borrower an aggregate of Euro 30,488,000 for the purpose of financing (i) Capital Expenditures (as defined below) up to an amount of Euro 20,488,000 (the “Tranche Capex”) and (iii) General Purposes Costs (as defined below), up to an amount of Euro 10,000,000 (the “Tranche Working Capital”). See “The Principal Loan Documents – The Facility Agreements”). The Lease Agreements On 30 December 2005, the Agenzia del Demanio and the Fund entered into a lease agreement and a lease agreement addendum (together, the “ADD Lease Agreement”) in relation to the lease of the Pool A Properties. See “The Principal Loan Documents - The ADD Lease Agreement”. The remaining portion of the Portfolio (as defined below) is leased by other public and private tenants. See “The Properties”. The ADD Lease Agreement and any other lease agreement relating to the Properties or other agreement (including “comodato” or any agreement granting a “diritto di uso”) with respect to any Property are referred to herein as the “Lease Agreements”. The Fund’s Accounts The Fund has established the following accounts (the “Fund’s Accounts”) with the Depositary Bank: (i) the sales proceeds account (the “Fund’s Sales Proceeds Account”) managed and operated by the Management Company on behalf of the Borrower, into which the net proceeds from the sale of any Property will be deposited (see “The Accounts” and “The Principal Loan Documents – the Facility Agreements”);

22 (ii) the lease payments account (the “Lease Payments Account”) managed and operated by the Management Company on behalf of the Borrower, into which all Lease Payments (as defined below) will be deposited (see “The Accounts and “The Principal Loan Documents – the Facility Agreements”); (iii) the insurance payments account (the “Fund’s Insurance Payments Account”) managed and operated by the Management Company on behalf of the Borrower, into which the Insurance Payments (as defined below) will be deposited (see “The Accounts” and “The Principal Loan Documents – The Facility Agreements”); (iv) the Coni payment account (the “Fund's Coni Payment Account“) managed and operated by the Management Company on behalf of the Borrower, into which the fraction of the advance under the Term B Facility Agreement relating to the payment of the purchase price of the Coni Properties subject to pre-emption rights due to cultural heritage legislation has been credited; (v) the cash indemnities account (the “Fund’s Cash Indemnities Account ”) managed and operated by the Management Company on behalf of the Borrower, into which all Cash Indemnities (as defined below) received by the Borrower will be deposited (see “The Accounts” and “The Principal Loan Documents – The Facility Agreements”); (vi) the hedge payments account (the “Fund’s Hedge Payments Account”) managed and operated by the Management Company on behalf of the Borrower, into which any payment effected under the Hedging Agreement will be deposited (see “The Accounts” and “The Principal Loan Documents – The Facility Agreements”); (vii) the capex and agency fee account (the “Fund’s Capex and Agency Fee Account”) managed and operated by the Management Company on behalf of the Borrower, into which a portion of the drawdown under the Term B Facility Agreement has been credited in order to effect payments in respect of fees due in relation to the Capex and Working Capital Facility Agreement will be deposited (see “The Accounts” and “The Principal Loan Documents – The Facility Agreements”); and (viii) the arrangement fees account (the “Fund’s Arrangement Fees Account”) managed and operated by the Management Company on behalf of the Borrower, into which a portion of the drawdown under the Term B Facility Agreement has been credited, in order to effect payments in respect of arrangement fees to be paid the Transferors (see “The Accounts” and “The Principal Loan Documents – The Facility Agreements”). Transfer of the Claims Pursuant to the terms of the Transfer Agreement, dated on or about 22 June 2006, the Transferors will assign to the Issuer in accordance with the Securitisation Law and subject to the terms and conditions thereof, without recourse (pro soluto), the Claims. As a result of the Transfer Agreement, all payments of Borrower’s Available Funds required to be made to the Transferors in accordance with the relevant order of priority in respect thereof as established in the Fund Intercreditor Agreement, will be transferred from the relevant Fund’s Account to the Issuer by way of deposit into the Collection Account (as defined below). In the Transfer Agreement, the Transferors have made certain representations and warranties in favour of the Issuer regarding the Claims. Pursuant to the Transfer Agreement interest accrued on the Term Loans from the Disbursement Date until 30 June 2006 (the “Accrued Loan Interest”) will be paid to the Transferors, which will be entitled to retain the interest accrued from the Disbursement Date until the Issue Date (the “Pre-issue Accrued Loan Interest”). Any difference between the Accrued Loan Interest and the Pre-issue Accrued Loan Interest (adjusted to take 23 into account any EURIBOR mismatches between the EURIBOR set at the Disbursement Date and the EURIBOR set at the Issue Date), will be paid by the Transferors to the Issuer at the Issue Date. See “The Principal Securitisation Documents -The Transfer Agreement”. ADMINISTRATION OF THE CLAIMS AND CASH MANAGEMENT Servicing and Pursuant to the terms of the Servicing Agreement, the Law 130 Servicer or the Collection Procedures Primary Servicer, as the case may be, will be responsible for carrying out activities related to the administration of the Claims on behalf of the Issuer. The Law 130 Servicer will be responsible for the management of the Claims and for cash and payment services (soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento) pursuant to Article 2, paragraph 6, of the Securitisation Law. The Law 130 Servicer or the Primary Servicer, as the case may be, have agreed to (i) administer and service the Claims on behalf of the Issuer and (ii) exercise, on behalf of the Issuer, certain contractual rights arising out of the Transfer Agreement, and, in particular, to: (i) ensure that amounts are collected when due; (ii) administer relationships with the Fund; and (iii) upon a default of the Fund and upon the occurrence of the terms specified under the Servicing Agreement, commence and pursue any enforcement proceedings against the Fund in coordination with the Agent. In addition, the Primary Servicer shall give instructions (in its sole discretion and taking into account solely the interests of the holders of the Class X Detachable Coupons) to the Issuer, with respect to the exercise by the latter of its rights arising out under Condition 6, letter (c), at the terms and condition provided for therein, upon the occurrence of one of the following events: (i) the Term Facilities being early repaid in whole during the Pre-Amortisation Period; or (ii) as a consequence of a change in law or in the Italian tax authorities’ interpretation of the law, the Issuer being required to deduct or withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction) from any payment of principal or interest under the Notes or would be subject to any taxes, duties, assessments or governmental charges of whatever nature imposed by the Republic of Italy or any political sub- division thereof or any authority thereof or therein (or that amounts payable to the Issuer in respect of the Claims would be subject to withholding or deduction). See “The Principal Securitisation Documents – The Servicing Agreement”. In return for the services provided by the Law 130 Servicer and the Primary Servicer, the Issuer will pay to the Law 130 Servicer and to the Primary Servicer, respectively, a fee (together the “Servicing Fees“) on each Payment Date in accordance with the applicable Priority of Payments. Ability to Purchase the The Issuer has, pursuant to the Servicing Agreement, granted to the Primary Term Loans Servicer the option to purchase, on any Payment Date, all, but not some only, of the Term Loans, provided that on the Payment Date on which the Primary Servicer intends to purchase the Term Loans a Clean-up Event has occurred and is continuing. The Primary Servicer must give the Representative of the Noteholders and the Issuer not more than 60 nor less than 30 days' prior written notice of its intention to purchase the Term Loans. The purchase price to be paid by the Primary Servicer to the Issuer in respect of the Term Loans will be an amount equal to the then principal amount outstanding of the Term Loans and any accrued but unpaid 24 interest thereon. Following the completion of such a purchase of those Term Loans by the Primary Servicer, in the case of the Issuer, all of its rights, title and interest in those Term Loans shall be transferred to the Primary Servicer. “Clean-up Event” means the then aggregate principal amount outstanding of all the Term Loans (calculated as at the Note Calculation Date immediately preceding such Payment Date) being less than 10 per cent. of the initial principal balance of the Term Loans at the Issue Date. Cash Management Pursuant to the terms of the Cash Management and Agency Agreement, the Cash and Agency Manager and the Account Bank will provide the Issuer with certain cash Agreement management, calculation, reporting, notification, record keeping services and account handling services in relation to amounts standing to the credit of the Collection Account, the Principal Accumulation Account, the Payments Account, the Issuer Corporate Capital Account (as defined below) and to securities recorded on the Securities Account, if any. The Paying Agents shall provide certain payment services in respect of the Notes. In return for the services so provided, the Cash Manager, the Account Bank and the Paying Agents will receive a fee as agreed between the Issuer and the Cash Manager, payable by the Issuer in arrear on each Payment Date in accordance with the applicable Priority of Payments. THE ISSUER ACCOUNTS Pursuant to the terms of the Cash Management and Agency Agreement, on or prior to the Issue Date, the Issuer holds or will hold the following accounts: Collection Account a euro-denominated account (the “Collection Account”), into which (i) all amounts transferred to the Issuer by way of distribution of the Borrower’s Available Funds from the Fund’s Accounts and (ii) all amounts received by the Issuer from any party under the Securitisation Documents to which the Issuer is a party, will be deposited, provided that all amounts paid as principal under the Term Facility Agreements during the Pre-Amortisation Period (as defined below) shall be deposited on the Principal Accumulation Account. Principal a euro-denominated account (the “Principal Accumulation Account”), into which Accumulation Account (i) all amounts paid as principal under the Term Facility Agreements, during the period commencing on (and including) the Issue Date and ending on (but excluding) the Payment Date falling in December 2007 (the “Pre-Amortisation Period”) or on such earlier date in which an Issuer Enforcement Notice has been served on the Issuer, and (ii) any amount deducted from the Class X Detachable Coupons in case of prepayment of the Term Facilities during the Pre-Amortisation Period, will be deposited. Securities Account a euro-denominated account (the “Securities Account”), into which all the Issuer Eligible Investments, which are composed of bonds, debentures or other financial instruments, will be recorded. The Securities Account will be opened in Italy with an Eligible Institution in accordance with the Cash Management and Agency Agreement. Payments Account a euro-denominated account (the “Payments Account”), into which (i) amounts standing to the credit of the Collection Account, the Principal Accumulation Account and the Securities Account are or will be transferred and (ii) any Liquidity Drawing (as defined below) (other than any amount used by the Issuer to cover any hedging shortfall payable to the Hedging Provider pursuant to the Hedging Agreement) will be deposited, and out of which, in respect of each Payment Date, payments are made in accordance with the then applicable Priority of Payments as set out in Condition 4. Issuer Corporate a euro-denominated account (the “Issuer Corporate Capital Account”), into

25 Capital Account which all sums contributed by the quotaholder of the Issuer as quota capital of the Issuer are credited. The Collection Account, the Principal Accumulation Account, the Issuer Corporate Capital Account and the Payments Account are held with the Account Bank pursuant to the terms of the Issuer Intercreditor Agreement and of the Cash Management and Agency Agreement. The Account Bank is required to be an Eligible Institution. PRIORITY OF PAYMENTS Issuer Available The Issuer will apply the following amounts (the “Interest Collections”) in Funds - Interest accordance with the Interest Priority of Payments below on each Payment Date Collections prior to the service of an Issuer Enforcement Notice: (i) all payments of interest, fees (other than any prepayment fee, refinancing fee and any extension fee paid by the Borrower under the Term Facility Agreements), breakage costs, expenses, commissions and other sums paid by the Borrower or any third party in respect of the Claims during the relevant Collection Period (other than any payments in respect of principal); (ii) any interest paid on the Issuer Accounts (other than any interest earned by the Issuer on the Stand-by Amount) or on Issuer Eligible Investments and any other amounts paid on Issuer Eligible Investments other than principal thereof; (iii) to the extent applicable, any Liquidity Drawing under the Liquidity Facility Agreement (other than any amount used by the Issuer to cover any hedging shortfall payable to the Hedging Provider pursuant to the Hedging Agreement), which has been received by the Issuer in the Interest Period ending on such Payment Date; (iv) any amount paid by the Borrower to the Issuer pursuant to the Hedging Agreement; (v) any amount deducted from the Class X Detachable Coupons (i) in case of prepayment of the Term Facilities during the Pre-Amortisation Period or (ii) in case of redemption of the Notes on a Payment Date not falling on 30 June or 31 December; (vi) any amount paid by the Transferors at the Issue Date as difference between the Accrued Loan Interest and the Pre-issue Accrued Loan Interest (adjusted to take into account any EURIBOR mismatches between the EURIBOR set at the Disbursement Date and the EURIBOR set at the Issue Date). “Collection Period” means each period of 6 (six) months commencing on (and excluding) a Collection Date, and ending on (and including) the next following Collection Date provided that the first Collection Period will be from (and including) the Issue Date to (and including) the next following Collection Date. “Collection Date” means the Business Day following each Loan Payment Date. “Liquidity Drawing” means, in respect of any Payment Date, any amounts due and payable to the Issuer by the Issuer Liquidity Facility Provider pursuant to the terms of the Issuer Liquidity Facility Agreement. Interest Priority of On each Payment Date, provided that no Issuer Enforcement Notice has been Payment served, the Interest Collections, as calculated on the immediately preceding Note Calculation Date, shall be applied in making the following payments and provisions in the following order of priority (the “Interest Priority of Payment ”) (in each case, only if and to the extent that payments and provisions of a higher priority have

26 been made in full): (i) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of any and all taxes due and payable by the Issuer; (ii) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of (a) all due and payable costs, indemnities and expenses duly documented and incurred by or on behalf of the Issuer other than those payable to the Issuer Secured Creditors as set out in (iii) and (iv) below; (b) any other costs and expenses due and payable in relation to preserving the corporate existence of the Issuer, maintaining it in good standing and in compliance with applicable legislation; (c) all due and payable costs, fees and expenses to be paid to the Rating Agencies or necessary to maintain the listing of the Notes in compliance with applicable legislation; (iii) third, in or towards satisfaction of the fees, costs and expenses of, and all other amounts due and payable to, the Representative of the Noteholders including, without limitation, amounts due in connection with the payment of indemnities given by the Issuer in favour of the Representative of the Noteholders and/or its directors; (iv) fourth, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of all other amounts due and payable to: the Account Bank, the Cash Manager, the Principal Paying Agent and the Luxembourg Paying Agent under the Cash Management and Agency Agreement; the Law 130 Servicer and the Primary Servicer under the Servicing Agreement; and the Issuer Corporate Services Provider under the Issuer Corporate Servicing Agreement; (v) fifth, in or towards satisfaction of, pari passu and pro rata according to the respective amounts thereof, amounts due and payable to the Issuer Liquidity Facility Provider (excluding Subordinated Liquidity Amounts) pursuant to the Issuer Liquidity Facility Agreement; (vi) sixth, in or towards satisfaction, pro rata and pari passu, of (A) all amounts of interest due and payable with respect to the Class A Notes (excluding any Class A Step-up Margin) and (B) all amounts of interest due and payable with respect to the Class X Detachable Coupons; (vii) seventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Notes (excluding any Class B Step-up Margin); (viii) eight, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class C Notes (excluding any Class C Step-up Margin); (ix) ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Notes (excluding any Class D Step-up Margin); (x) tenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Notes (excluding any Class E Step-up Margin); (xi) eleventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Notes (excluding any Class F Step-up Margin); (xii) twelfth, in or towards satisfaction, pro rata and pari passu, of all amounts

27 of interest due and payable with respect to the Class A Step-up Margin; (xiii) thirteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Step-up Margin; (xiv) fourteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class C Step-up Margin; (xv) fifteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Step-up Margin; (xvi) sixteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Step-up Margin; (xvii) seventeenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Step-up Margin; (xviii) eighteenth, in or towards satisfaction, pro rata and pari passu, of all amounts (“Subordinated Liquidity Amounts”) due and payable by the Issuer to the Issuer Liquidity Provider on such Payment Date under the Issuer Liquidity Facility Agreement in respect of (A) any increased costs (other than those amounts referred to in (B) below), mandatory costs or tax gross up amounts owing under the Issuer Liquidity Facility Agreement, to the extent that such increased costs, mandatory costs or tax gross up amounts exceed 0.05% per annum of the commitment provided under the Issuer Liquidity Facility Agreement and (B) any increase in the commitment fee payable to the Issuer Liquidity Facility Provider as a result of imposition of increased costs arising from the Issuer Liquidity Facility Provider’s implementation of the so called “New Basel capital accord” to the extent that such increase exceeds 0.05% per annum of the commitment provided under the Issuer Liquidity Facility Agreement; (xix) nineteenth, to pay the surplus, if any, to the Issuer. “Note Calculation Date” means each date which is 2 Business Days before each Payment Date. Issuer Available The Issuer will apply the Allocated Loan Amounts, the Release Premium and the Funds - Principal Other Principal Repayment Amounts (together the “Principal Collections” and, Collections together with the Interest Collections, the “Issuer Available Funds”) in accordance with the Principal Priority of Payments on each Payment Date prior to the service

of an Issuer Enforcement Notice. “Allocated Loan Amount” means, in respect of each Property, any amount repaid by the Borrower in respect of the Term Loans and allocated to such Property under the Term Facility Agreements. “Other Principal Repayment Amounts” means any principal amount repaid by the Borrower in respect of the Term Loans other than the Allocated Loan Amount and the Release Premium and any proceed deriving from the sale of the Claims. “Release Premium” means any amount repaid by the Borrower as release premium in respect of the Term Loans. See “The Principal Loan Documents – The Facility Agreements”. Principal Priority of Provided that no Issuer Enforcement Notice has been served (i) the Principal Payments Collections, as calculated on the immediately preceding Note Calculation Date, and (ii) from and including the Payment Date falling in December 2007, any amount standing to the credit of the Principal Accumulation Account, shall be applied on each Payment Date in making the following payments and provisions in the

28 following order of priority (the “Principal Priority of Payments” and, together with the Interest Priority of Payments: the “Pre-enforcement Priority of Payments) (in each case, only if and to the extent that payments and provisions of a higher priority have been made in full): (i) first, in or towards satisfaction of any and all amounts payable by the Issuer under items from (i) to (v) of the Interest Priority of Payments in the event that the Interest Collections are not sufficient to pay the same; (ii) second, during the Pre-Amortisation Period, to credit all amounts to the Principal Accumulation Account; (iii) third, from and including the Payment Date falling in December 2007, an amount of Principal Collections equal to the Allocated Loan Amount and the Release Premium, if no Sequential Payment Event has occurred and is continuing, in or towards repayment of principal on each class of Notes pari passu and pro rata in accordance with the Principal Amount Outstanding of each such class; (iv) fourth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class A Notes; (v) fifth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class B Notes; (vi) sixth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class C Notes; (vii) seventh, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class D Notes; (viii) eight, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class E Notes; and (ix) ninth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all 29 amounts of principal due and payable with respect to the Class F Notes. “Sequential Payment Event” there is a sequential payment trigger if (a) the Class A Notes have an aggregate principal amount outstanding greater than 40 per cent. of their initial principal amount, or (b) there has been a Loan Trigger Event. Post-enforcement Following the service of an Issuer Enforcement Notice, all amounts then available Priority of Payments for distribution shall be applied in making the following payments and provision in the following order of priority (the “Post-enforcement Priority of Payments” and, together with the Pre-enforcement Priority of Payments, the “Priority of Payments”) (in each case, only if and to the extent that payments and provisions of a higher priority have been made in full): (i) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of any and all taxes due and payable by the Issuer; (ii) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of (a) all due and payable costs, indemnities and expenses duly documented and incurred by or on behalf of the Issuer other than those payable to the Issuer Secured Creditors as set out in (iii) and (iv) below; (b) any other costs and expenses due and payable in relation to preserving the corporate existence of the Issuer, maintaining it in good standing and in compliance with applicable legislation; (c) all due and payable costs, fees and expenses to be paid to the Rating Agencies or necessary to maintain the listing of the Notes in compliance with applicable legislation; (iii) third, in or towards satisfaction of the fees, costs and expenses of, and all other amounts due and payable to, the Representative of the Noteholders including, without limitation, amounts due in connection with the payment of indemnities given by the Issuer in favour of the Representative of the Noteholders and/or its directors; (iv) fourth, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of all other amounts due and payable to: the Account Bank, the Cash Manager, the Principal Paying Agent and the Luxembourg Paying Agent under the Cash Management and Agency Agreement; the Law 130 Servicer and the Primary Servicer under the Servicing Agreement; and the Issuer Corporate Services Provider under the Issuer Corporate Servicing Agreement; (v) fifth, in or towards satisfaction of, pari passu and pro rata according to the respective amounts thereof, amounts due and payable to the Issuer Liquidity Facility Provider (excluding Subordinated Liquidity Amounts) pursuant to the Issuer Liquidity Facility Agreement; (vi) sixth, in or towards satisfaction, pro rata and pari passu, of all amounts of (A) interest with respect to the Class A Notes (other than the Class A Step- up Margin) and the Class X Detachable Coupons and then (B) principal due with respect to the Class A Notes; (vii) seventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class B Step-up Margin) and then principal due with respect to the Class B Notes; (viii) eight, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class C Step-up Margin) and then principal due with respect to the Class C Notes; (ix) ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class D Step-up Margin) and then principal due 30 with respect to the Class D Notes; (x) tenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class E Step-up Margin) and then principal due with respect to the Class E Notes; (xi) eleventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class F Step-up Margin) and then principal due with respect to the Class F Notes; (xii) twelfth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class A Step-up Margin; (xiii) thirteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Step-up Margin; (xiv) fourteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class C Step-up Margin; (xv) fifteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Step-up Margin; (xvi) sixteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Step-up Margin; (xvii) seventeenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Step-up Margin; (xviii) eighteenth, in or towards satisfaction, pro rata and pari passu, of all Subordinated Liquidity Amounts; and (xix) nineteenth, to pay the surplus, if any, to the Issuer.

31 RISK FACTORS The following is a summary of certain aspects of the transaction of which prospective Noteholders should be aware. This summary is not intended to be exhaustive and prospective Noteholders should make their own independent assessments of all investment considerations and should also read the information set out elsewhere in this document and in the Securitisation Documents. Matters relating to the Transaction Structure Limited Assets The primary assets of the Issuer are the Claims transferred to it pursuant to the Transfer Agreement and its rights against the other parties to the Securitisation Documents, the principal component of which is the Term Loans. Payments under the Notes depend primarily on the continuity of payments under the Term Loans. In addition, payments of Claims under the Term Facility Agreements are subordinated to payments to other parties, including the Hedging Provider, save for subordinated termination payments, as set forth in the Loans Order of Priority (as defined below). Payments under the Notes are subordinated to payments to other parties as set forth in the Priority of Payments. The rights of the Issuer against the other parties to the Securitisation Documents are, in essence, contractual rights, among other things, to receive payments of certain amounts from time to time or, in the case of rights against the Account Bank, rights to request delivery of securities owned by the Issuer and held by the Account Bank from time to time. Yield and Prepayment Considerations The yield to maturity of the Notes will depend on, among other things, the amount and timing of prepayment of principal (including prepayments from, among other things, a refinancing of the Term Loans in accordance with their terms and sale proceeds arising from sales of Properties and from indemnity payments, including under the MEF Warranty and Indemnity Deed) on the Term Loans. Such yield may be adversely affected by a higher or lower than anticipated rate of prepayment on the Term Loans. The rate of prepayment of the Term Loans cannot be predicted and will be influenced by a wide variety of economic and other factors, including prevailing interest rates, the buoyancy of the property market, the availability of alternative financing and local and regional economic conditions. Therefore, no assurance can be given as to the level of prepayment that will be experienced. Refinancing Risk The ability of the Issuer to redeem the Notes on the Expected Maturity Date (as defined below) is dependent on the repayment in full of the Term Loans by the Fund. If the Portfolio (as defined below) is not completely sold on the Loan Maturity Date, the ability of the Fund to repay the Term Loans in their entirety on the Loan Maturity Date will depend upon, among other things, its ability to find a lender willing to lend to the Fund (secured against some or all of the Properties not yet sold) sufficient funds to enable repayment of the Term Loans. If the Fund cannot find such a lender, then the Fund, in circumstances which may not be advantageous, may be forced into selling some or all of the Properties in order to repay the Term Loans. Failure by the Fund to refinance the Term Loans or to sell the Properties on or prior to the Loan Maturity Date or the Loan Extended Maturity Date, as the case may be, may result in the Fund defaulting on the Term Loans. In the event of such a default, the Noteholders may receive, by way of principal repayment, an amount less than the then Principal Amount Outstanding on their Notes and the Issuer may be unable to pay in full interest due on the Notes. Liquidity risk The Issuer is subject to the risk of delay in the receipt of payments due from the Borrower. To a limited extent, this liquidity risk is addressed by the Issuer Liquidity Facility Agreement (see ‘‘The Principal Securitisation Documents - Issuer Liquidity Facility Agreement’’) that covers the payment of interest under the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes (other than any amount due as the Class A Step-up Margin, the Class B Step-up Margin, Class C Step- up Margin, the Class D Step-up Margin, the Class E Step-up Margin and the Class F Step-up Margin) and the Class X Detachable Coupons. Repayment to the Issuer Liquidity Facility Provider of amounts drawn under the Issuer Liquidity Facility will rank in priority to payment of interest and repayment of principal to the Noteholders, in accordance with the applicable Priority of Payments.

32 Loan Step-up Following the seventh anniversary of the date of disbursement (included) of the Term Loans the margin of interest applicable to the Term Loans will increase in a certain percentage, which may not be covered by the rental income of the Fund. The Business Plan assumes that the Term Facility Agreements are refinanced on the Step-up Date. Matters relating to the Properties Uncertainty of Projected Cash Flows The projected cash flows that are expected to be available to the Issuer for the payment of interest and repayment of principal on the Notes depend on the extent of prepayments of the Term Loans which depend on the management and sales of the Properties (the “Projected Cash Flows“) which have been determined on the basis of the Business Plan (as defined below) and combined with a series of assumptions and extrapolations, all of which rely on certain judgements, hypothetical assumptions and estimates being made about future economic events, property market evolution, the revenues from the Properties, the operations of the Management Company and its respective advisers and agents for realising the revenues from the Properties. These assumptions have not been independently verified or confirmed and have not been investigated by any party to the Transaction. There may be differences between such Projected Cash Flows and actual results if events and circumstances do not occur as assumed under the Business Plan. Those differences may have a material effect on the timing and the aggregate amounts realised by the Fund and consequently by the Issuer. In addition, to the extent that the assumptions utilised in the preparation of the Projected Cash Flows are not correct, there will be differences (which may be material, both as to the timing and the amount of the collection of revenues) between the Projected Cash Flows and actual results (see “The Properties – The Business Plan”). The state of the Italian national and regional economies, the Italian real estate market, the availability of credit in Italy, the ability of the ADD and the other Tenants or third parties to fulfil their respective obligations or make payments in the amounts and within the time frames assumed cannot be assured. Similarly, operational and other expenditures and liabilities could be substantially different from, and could occur at different times than, those projected. Finally, the cash flows deriving from the sale of the Properties might be affected if the regularisation process in respect of the same cannot be carried out pursuant to current legislation or if the ADD or the other Tenants or the MEF fail to comply with their respective obligations undertaken in the ADD Lease Agreement, the other Lease Agreements or the MEF Warranty and Indemnity Deed, respectively. In this respect see “The Principal Loan Documents - The ADD Lease Agreement” and “The Principal Loan Documents – The MEF Warranty and Indemnity Deed”. Limited predictability of future trends in the Italian property market The property market is the reference market for the Fund’s portfolio of Properties and can be affected by several factors, including changes in the general national or international economic climate; the cyclical nature of the property market; adverse local conditions such as, by way of example only, an oversupply of space or a reduction in demand for property in a particular area; the quality and underlying policies and procedures of the management; increased competition; the ability of the owner to provide maintenance and control costs; government regulations; interest rate levels; the availability of financing; uninsured or uninsurable risks; natural disasters; potential liability under, and changes in, environmental, zoning and tax law and practice and other laws and government regulations. Limited liquidity of the Properties Under certain market circumstances, it may be difficult for the Management Company to find a buyer for the Properties, especially where the Properties have a particular use or purpose. Such difficulty, if persisting for a considerable length of time, may involve an extension of the average life of the Notes and delay the redemption of the Notes beyond the initial term of the Fund. Inability to sell the Properties may cause the Management Company to seek an extension of the term as permitted by the Management Rules. See “The Fund”. Furthermore, such difficulty may reflect negatively on the sale price of the Properties and, consequently, on the funds available to the Fund to make payments in respect of the Claims and therefore on the funds 33 available to the Issuer for purposes of making payments in respect of the Notes. However it should be noted that the average size of the Properties is relatively low (mainly between Euro 5 million and Euro 15 million). See “The Properties”. Future changes of tax laws and property regulations Future, unexpected changes to the taxation regime, as supported by the interpretation of the competent authorities, applicable to the revenues arising from the Properties and/or capital gains or to the taxation of real property (ICI) and/or taxation of the Fund may adversely affect the amounts available to the Fund to make payments in respect of the Claims and therefore also adversely affect the amount of funds available to the Issuer for purposes of making payments in respect of the Notes. In addition, unexpected changes to property laws and regulations, to administrative and/or civil law may also affect the value of the Properties and, consequently, the price at which they may be sold and may adversely affect the amount of funds available to the Fund to make payments in respect of the Claims and therefore also adversely affect the amount of funds available to the Issuer for purposes of making payments in respect of the Notes. Limitations on representations and warranties Pursuant to the MEF Warranty and Indemnity Deed, the Fund, the Term Lenders and, by way of assignment, the Issuer, would have certain rights to receive indemnification from the MEF. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed”. Such indemnification rights are, however, subject to: (i) certain carve-outs in relation to specific Properties; (ii) litigation risks to the extent there may be any dispute as to the indemnity due; and (iii) statute of limitations restrictions in relation to failure to exercise rights under the MEF Warranty and Indemnity Deed. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed”. As a result of the above limitations, the Fund could incur contingent liabilities as a result of its ownership of the Properties which are not covered entirely by the MEF. Any liability in relation to the Properties which is not covered in full by the MEF may adversely affect the ability of the Fund to satisfy its obligations under the Term Facility Agreements and, consequently, the ability of the Issuer to meet its obligations to make payments in respect of the Notes. In addition, any of the above limitations could adversely affect the value of the Properties and therefore reduce the amounts which may be recovered by the Fund from the re-letting or sale of the Properties during the term of the Term Facility Agreements. Servicing of the Portfolio The Fund's return on investment may be negatively influenced by the servicing of the Portfolio and by the related costs and expenses, including those pertaining to extraordinary maintenance of the Properties and those connected with potential indemnification vis-à-vis third parties which can be significant. The total return on investment from the Properties depends on the amount of income earned from, and the capital appreciation generated by, the Properties. If the Properties do not generate revenues sufficient to meet operating expenses, including debt service and capital expenditure, the Fund’s income will be adversely affected and this may have an adverse effect on the Fund’s ability to pay interest and/or principal on the Term Facility Agreements. The Issuer has a liquidity line under the Issuer Liquidity Facility Agreement in order to cover among other things any shortfall in the payment of interest under the Notes and the Class X Detachable Coupons. However there is no assurance that the amounts available under the Issuer Liquidity Facility Agreement will be sufficient to the Issuer to satisfy its obligations under the Notes. The Fund has working capital available to it under the Tranche Working Capital under the Capex and Working Capital Facility Agreement in order to cover its operating expenses during any period. However there is no assurance that the amounts available under the Tranche Working Capital under the Capex and Working Capital Facility Agreement will be sufficient to cover all the operating expenses. The Management Company has appointed a Property Manager to assist in the management of the Properties. See “The Properties - Management of the Properties”. In the event of the termination of the Management Company’s appointments of the Property Manager, it would be necessary to identify and appoint substitute entities able to perform the required tasks. There can be no assurance that such substitute entities which are

34 willing to accept such appointment, and are able to assume and/or perform the relevant duties on terms and conditions satisfactory to the Fund, can be found or that they can be found in a timely manner which will not affect the management of the assets and the sales of the Properties. In addition it should be considered that the Issuer and the Noteholders do not have any direct control over the identity of the replacement entities. Lease Agreements On or about the Issue Date, a portion equal to approximately 60% of the Portfolio by contribution value is leased to the ADD under the ADD Lease Agreement (see “The Principal Loan Documents - The ADD Lease Agreement”), providing approximately 75% of the rental income of the Portfolio at the Fund’s inception (including a portion of the Property located at Via de’ Vecchietti 13, Florence, which is part of the ADD Lease Agreement). The remaining portion of the Portfolio is leased to third private and public parties. Properties representing 77% of the contribution value and approximately 90% of the rental income of the Portfolio have public entities as Tenants (including lease agreements executed after 30 December 2005). The Management Company will monitor and manage the payment of rents and expenses. Notwithstanding such monitoring activity, the risk of a possible contractual default by the ADD or the other Tenants cannot be fully excluded. Such risk may negatively affect the proceeds to the Fund from rent and other payments due under the ADD Lease Agreement and the other Lease Agreements. However, in the case of the ADD Lease Agreement, in order to satisfy its obligations to pay rent under the ADD Lease Agreement, the ADD will resort to a specific fund (fondo affitti) especially created pursuant to Article 29, paragraph 1, sub-paragraph 5, of Law Decree No. 269 of 30 September 2003 enacted into law by Law No. 326 of 24 November 2003. In addition, pursuant to Law No. 311 of 30 December 2004, the ADD is also entitled to request the State General Accounting Department to withdraw cash (anticipazioni di tesoreria) from the State Treasury (Tesoreria Centrale) if necessary for the payment of rent, costs and other charges in accordance with the ADD Lease Agreement. It should also be noted that the MEF has undertaken in the MEF Warranty and Indemnity Deed to indemnify the Fund if the revenues arising from the Pool A Properties are not at any time equal to those deriving to the Fund pursuant to the ADD Lease Agreement. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed”. Furthermore, the cash flows deriving from the management of the Pool A Properties might be affected if the ADD exercises its right to withdraw from a portion of the portfolio of Pool A Properties within the limits set forth in the ADD Lease Agreement (See “The Principal Loan Documents - The ADD Lease Agreement”) or if the ADD Lease Agreement is not renewed, and thus terminated, after the first period of nine years. However, it should be noted that the ADD Lease Agreement expressly provides that the ADD has the right to terminate the agreement at the expiration date (i.e. end of the first period of nine years) only with respect to all Pool A Properties leased at that time and after having obtained the availability of other properties where the Public Administration Users (as defined below) may continue to carry on their respective institutional activities. It should also be noted that pursuant to the Term Facility Agreements, upon receipt of the notice of termination of the ADD Lease Agreement, the Borrower is required to apply the aggregate of (i) any proceeds deriving from the sale of the Real Estate Assets, (ii) any rental payments received, (iii) any indemnity payments received, (iv) any payment received under the Insurances, after payment of amounts in priority thereto under the Fund Intercreditor Agreement, to the prepayment of the Term Loans and the Tranche Capex. See “The Principal Loan Documents”. In the event of a total or partial cancellation or termination of the ADD Lease Agreement or any of the other Lease Agreements pursuant to their respective terms, there can be no assurances that replacement leases can be entered into in the short term or long term under the same or more favourable economic conditions. Force majeure and similar matters The laws of Italy recognise the doctrine of force majeure, which, under certain circumstances, permits a party to a contractual obligation to be released from it upon the occurrence of an event which renders its performance impossible. There can be no assurance that one or more of the Tenants will not be affected by a force majeure event which could have the result of its being released from certain of its obligations under the Lease Agreement to which it is a party. Right of withdrawal under the Lease Agreements The Borrower’s ability to discharge its obligations under the Term Facility Agreements could be adversely

35 affected if any of the tenants (other than ADD) vacates any or all of the Pool B Properties. Each of the tenants (other than ADD) has a statutory right as lessee to terminate its Lease Agreement at any time for serious reasons (gravi motivi) by giving the Borrower six months advance notice (see ‘‘Selected Aspects of Italian Law - Properties - Regulatory framework relating to Lease Agreements - Right of withdrawal under the Lease Agreements’’). There can be no assurance that such events will not occur or that any Tenant will not seek to terminate any Lease Agreement for such reasons and obtain a favourable ruling from the competent courts. Upon termination of the relevant Lease Agreement, there can be no assurance that the relevant Pool B Properties will be re-let or, if re-let, that the leases for such space will be on terms as favourable to the Borrower as those of the Lease Agreements. Local planning Italian law requires that buildings comply with local planning law and regulation. Violation of local planning law or regulation can result in (i) fines being imposed on the offending building’s owner, (ii) orders that alterations be made to the building, or (iii) in certain circumstances, the demolition of the offending building. If any such violation does exist, it could expose the Fund to costs which could negatively affect its ability to make payments of principal and/or interest in respect of the Term Loans. However, the ADD, under the ADD Lease Agreement, and the MEF, under the MEF Warranty and Indemnity Deed, have undertaken to indemnify the Fund for liabilities incurred by it as a result of any of the Properties not complying with relevant local planning law and regulation. In addition the ADD has undertaken to fulfil certain local planning requirements under the ADD Lease Agreement and to leave the Pool A Properties in a good state of maintenance when vacating the Pool A Properties. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed” and “The Principal Loan Documents - The ADD Lease Agreement”. Insurance coverage All of the Properties are covered by the Insurance Policy. See “The Principal Loan Documents - The Insurance Policy”. There can be no assurances that all risks that could affect the value of the Properties are or will be covered by the Insurance Policy or, if such risks are covered, that the insured losses will be covered in full (in particular, a number of risks are expressly not covered by the Insurance Policy) (see “The Principal Loan Documents - The Insurance Policy”). Any loss incurred in relation to the Properties which is not covered (or which is not covered in full) by the Insurance Policy could adversely affect the value of the Properties and the ability of the Fund to satisfy its payment obligations under the Term Facility Agreements and this would result in a shortfall of funds available to the Issuer to satisfy its obligations under the Notes. In addition, upon termination or non renewal for any reason of the Insurance Policy, there is no assurance that the Fund will be able to find replacement insurances on the same terms and conditions. If a claim under the Insurance Policy is made, but the insurer fails to make payment in respect of that claim, this could prejudice the ability of the Fund to make payments in respect of the Term Loans, which would in turn prejudice the ability of the Issuer to make payments in respect of the Notes. Under the terms of the Term Facility Agreements, the Fund is required to procure that new insurance is executed if the credit rating of the insurer becomes lower than A by Fitch, A1 by Moody's Investors Service Ltd. (“Moody’s”) or A by S&P. Environmental Risks The environmental and occupational health and safety obligations and liabilities of real property owners under applicable Italian law and regulation include the following: (a) owners of Italian properties have no direct obligations as regards land investigations and monitoring, however, in accordance with Section 5 of Legislative Decree No. 152 of 3 April 2006, the obligation to put into effect emergency safety measures, clean-up and reclaiming works of a polluted area, constitutes a real encumbrance (onere reale) on polluted land and, therefore, the owner of polluted land has liability therefor (even if it did not cause the pollution) if the person who caused the pollution cannot be identified or if the previous owner did not perform the required works (the owner's liability for pollution caused by other parties is ancillary to the responsible parties' primary liability); and (b) failure to comply with regulations regarding asbestos is punishable by special administrative and criminal sanctions and by sanctions provided by the general law on workplace health and safety. Italian law requires compliance with certain safety standards in respect of buildings such as the Properties 36 and property owners are required to ensure compliance. If an environmental liability affects a Property and is not or cannot be remedied then the Property and the owner’s ability to lease the Property or to lease it at full market rent or to sell the Property or to sell it without a reduction in price may be negatively affected. As a result, there may be a shortfall in, and/or delays in, the payment of interest and/or principal on the Term Loans and this would result in a shortfall of funds available to the Issuer to satisfy its obligations under the Notes. The Arrangers and the Lead Managers have not done an environmental due diligence on the Properties and they are relying on the representations and warranties given by the MEF in the MEF Warranty and Indemnity Deed. In fact, it should be considered that the MEF Warranty and Indemnity Deed and the ADD Lease Agreement provide that some of the environmental liabilities will be borne directly by the MEF or the ADD, as the case may be (see “The Principal Loan Documents - The MEF Warranty and Indemnity Deed” and “The ADD Lease Agreement”). Appraisals The Properties were appraised by Real Estate Advisory Group S.r.l. (“REAG“ or the “Property Appraiser“) in connection with the determination of the value at which they were transferred or contributed to the Fund or sold by Coni to the Fund (the “Initial Appraisal“). See “The Properties”. The Initial Appraisal expresses the professional opinion of REAG regarding the Properties and is not a guarantee of the present or future value of the Properties. Property appraisers may reach different conclusions regarding the value of any property and an appraiser other than REAG might have reached a different professional opinion. In addition, property appraisals seek to establish the amount that a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the existing property owner when it purchased the property. There can be no assurance that the market value of any Property will continue to equal or exceed the appraised value thereof attributed to it in the Initial Appraisal. If the market value of a Property fluctuates, there can be no assurance that the market value will be equal to or greater than the unpaid principal, accrued interest, and other amounts payable in respect of the amount of the Term Loans allocated to such Property. There can be no assurances that the net proceeds obtained from the sale of a Property following a Default under the Term Loans, the Tranche Capex or the Tranche Working Capital (see “The Principal Loan Documents – The Facility Agreements”), will be sufficient to pay all amounts allocated to that Property and due and payable in respect of the Term Loans, the Tranche Capex and the Tranche Working Capital and if there is a shortfall, this would result in a shortfall in funds available to the Issuer to make payments in respect of the Notes. Marketability of the Properties Certain formalities with the competent land registry, cadastral office, tax registry office (Ufficio del Registro) or municipality (including obtaining a certificato di agibilità e abitabilità), the updating of the existing file with the competent cadastral office (accatastamento), including any cadastral division (frazionamento catastale) and/or the adoption of a millesimal chart (tabella millesimale) may be required by law to be fulfilled or may be requested to be fulfilled by potential purchasers in connection with the sale of any Property. Such formalities will be fulfilled by, or at the direction of, the Management Company. While the Management Company is in a position to fulfil all the legally required formalities in connection with the sale of the Properties, there can be no assurances that any additional compliance requested by potential purchasers or other third parties can be completed or can be timely completed in connection with sales of the Properties. Possible substitution of Properties under certain circumstances Under certain circumstances and within the limits set forth in the MEF Warranty and Indemnity Deed, in case of request of indemnity the MEF will have the right to substitute the affected Properties with new properties. While the terms of the MEF Warranty and Indemnity Deed requires the substitute properties to have the same characteristics as the substituted Properties (in terms of value and yield), the Fund will not know in advance which properties will be made available by the MEF for substitution, nor will the Fund have the ability to reject properties tendered by the MEF for substitution. In any event, properties transferred to the Fund in substitution of Properties will become Properties subject to the MEF Warranty and Indemnity Deed. Due to historical and heritage limitations the transfer of a Property with address at Piazza Serenissima, Peschiera del Garda, Verona, Italy, is ineffective and this may give rise to indemnification obligations of the MEF pursuant to the MEF Warranty and Indemnity Deed which may take place by way of substitution. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed” and “The Properties”. 37 Risk related to the existence of a cultural interest of the Transferred Properties and pre-emption rights Pursuant to the Contribution Decree and the Transfer Decree, the Minister of Cultural Assets and Activities (Ministero per i beni e le attività culturali), the regions and the other local entities where the Properties are situated may, within 60 days starting from the date of receipt of each notice of such Ministry as to the alienability and the transfer to the Fund of each of the Properties, decide to purchase any of the Properties contributed under the Contribution Decree or transferred under the Transfer Decree at a price equal to the value at which such Contributed Properties or Transferred Properties were originally transferred to the Fund. In the event that such pre-emption right is exercised, the Fund would however benefit from the MEF Warranty and Indemnity Deed. See “Selected Aspects of Italian Law – The Contribution Decree, - The Transfer Decree”, “The Principal Loan Documents - The MEF Warranty and Indemnity Deed” and “The Properties”. Enforcement It should be noted that as the payments under the Notes may depend also on the enforcement of the Special Lien on the Contributed Properties and the Transferred Properties and the Mortgage on the Coni Properties, recoveries from the Properties will be dependant upon the effectiveness and duration of enforcement proceedings in respect of the Properties in the Republic of Italy. Enforcement proceedings may take a considerable amount of time, depending on the place in which such action is taken and the type of action that is required. See “Selected Aspects of Italian Law”. Nature of the ADD, the other public entity Tenants and the Public Administration Users Certain rights of the Fund as owner of the Properties are restricted in consideration of the fact that the ADD, certain of the other Tenants and the entities occupying almost all of the Properties are public entities. In particular, the landlord’s right to evict a tenant in case of breach of the relevant lease agreement or in cases provided by law is recognised and enforceable even against public administration entities performing their institutional activities in the leased properties. However, there can be no assurances that the institutional activity performed by the Public Administration Users of the Properties will not constitute an obstacle to the actual enforcement of such eviction rights and therefore result in delays or even limitations to the exercise of such rights to the extent that primary public interests are or may be prejudiced. In addition, in accordance with article 14 of Law Decree No. 669 of 31 December 1996, converted into Law No. 30 of 28 February 1997, as amended and supplemented, enforcement procedures (esecuzione forzata) in order to obtain payments against the ADD, the other public entity Tenants, the MEF or any other Public Administration Users can only be commenced after a period of 120 days has elapsed from the date on which the enforceable instrument (titolo esecutivo) and a payment request in respect thereof (atto di precetto) have been notified to the relevant debtor. Sovereign Immunity Under the MEF Warranty and Indemnity Deed and the ADD Lease Agreement, the MEF and the ADD, respectively, have irrevocably waived any immunity from jurisdiction and execution or attachment to the extent permitted by applicable law. Notwithstanding the foregoing, pursuant to Italian law there are certain public assets which may not be attached, including those forming part of the demanio or of the patrimonio indisponibile (undisposable assets such as assets which are meant for the attainment of a public interest). Risks related to the circumstance that the Portfolio includes a significant Property The Property located in Via Boglione 55, 63, 73, 81 and 87, Rome (Italy) represents 8.5% of the market value and 10.6% of the rental income of the Portfolio. In order to optimise the value of, and income deriving from, this Property, the Management Company shall pay particular attention to the monitoring and management of (i) maintenance and the condition of this Property, and (ii) payments of its rents and expenses. However, notwithstanding such activity, changes to the market value or disposal value of, or income deriving from, this Property may accordingly adversely affect the Fund’s income, the performance of the Portfolio as a whole, as well as, indirectly, the actual returns for the Noteholders. Risks related to vacancy or the absence of signed lease agreements Since the Fund has acquired certain Properties on an "as is" basis, portions of such Properties subject to the contribution and/or the transfer to the Fund may be vacant or may be occupied by Tenants which have not

38 signed a lease agreement and who may or may not pay tenure indemnities regularly. There is no certainty that new leases will be entered into in respect of such Properties or that tenure indemnities will continue to be paid. As at 31 December 2005 the percentage of assets by market value completely vacant was equal to 5.8%. Risks related to the legal due diligence on the Properties Considering that the legal due diligence carried out in respect of the Properties (mainly on town planning, zoning and other similar aspects) has been based only on information made available, it cannot be excluded that legal issues, which may impact negatively on the value, profitability, transferability of such Properties and/or on the validity of the contribution and/or the transfer, might arise in the future. In order to minimise the impact of such risks on the Fund, the MEF Warranty and Indemnity Deed provides for indemnification obligations by the MEF in favour, among other things, of the Fund upon occurrence of certain circumstances, including, without limitation, the legal impossibility to sell the Properties for reasons existing at the moment of the transfer, third party actions or sanctions arising from non-compliance of any of the Properties with requirements of applicable law. Compulsory purchase. Any property in Italy may be subject to a compulsory purchase order in connection with general utility purposes at any time (see “Selected aspects of Italian Law”). If a compulsory purchase order is made regarding all or part of any of the Properties, compensation would be payable to the Borrower (as owner of the Properties) on the basis of specific criteria set out in applicable legislation. There can be no assurance that the amount of such compensation would at least be equal to the value of the relevant Property. In addition, there is often a delay between the completion of a compulsory purchase of a property and the date of payment of the statutory compensation. Any such delay, or a payment of statutory compensation to the Borrower that is lower than the value of the relevant Property, could have an adverse impact on the ability of the Issuer to meet its obligations to pay principal and interest under any class of Notes. Matters relating to the Fund Replacement of the Management Company The Management Rules (as defined below) provide that the Management Company may be replaced only in the following events: (i) compulsory winding-up, receivership or winding-up of the Management Company; (ii) loss by the Management Company of its authorisation to manage collective investment funds; (iii) any time during the term of the Fund, upon resolution of the participants’ meeting, to be adopted with the favourable vote of participants representing at least 65% of the aggregate nominal value of Class A Units, in the circumstances provided for by the Management Rules; (iv) starting from the expiry of 36 months from the date of the Contribution, by resolution of the participants’ meeting, upon motivated proposal and resolution of the Advisory Committee, to be adopted with the favourable vote of participants representing at least 65% of the aggregate nominal value of Class A Units. The Issuer does not have any right to replace the Management Company. However, the Management Company carries out its management activities under the continuous control of the Bank of Italy. In case of default of the Management Company to carry out its duties under the Management Rules the Bank of Italy may adopt all necessary measures in order to protect the interest of the holders of the Fund Units. Insolvency of the Management Company Pursuant to the Consolidated Financial Law, the Fund is an autonomous pool of assets, separate ad segregated from (i) the Management Company’s assets, (ii) the unitholder’s assets, and (iii) the assets of other funds managed by the same Management Company. The Management Company’s creditors and the Depositary Bank’s creditors may not attach or claim against the Fund’s assets. Actions brought by creditors of investors shall be admitted only on the Units held by such investors. The Management Company is not permitted to use the Fund’s assets for its corporate purposes or in the interest of third parties. In view of the foregoing, the insolvency of the Management Company should not affect the segregation of the assets owned by the Fund; however it should be noted that since no asset management companies have been declared insolvent in Italy, there are no court decisions supporting the principle that the insolvency of a management company does not affect the segregation of the assets of the Fund.

39 Interest rate risk The Fund has entered into the Hedging Agreement with the Hedging Provider in order to hedge against its interest rate exposure arising from the difference between the fixed payments received by the Fund from the ADD under the ADD Lease Agreement and from the other Tenants under the other Lease Agreements and the variable rates of interest payable by the Fund under the Facility Agreements (see “The Principal Loan Documents - The Hedging Agreement”). Should the Hedging Provider fail to provide the Fund with all amounts owing to it on any payment date under the Hedging Agreement, or should the Hedging Agreement be otherwise terminated, then the Fund may have insufficient funds available to it to make payments of interest due under the Facility Agreements and this will adversely affect the ability of the Issuer to make payments of interest required in respect of the Notes. Tax Event under the Hedging Agreement The Hedging 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 Fund or the Hedging Provider, as the case may be, will or is substantially likely to, on the next relevant payment date, either: (1) receive a payment from the other party from which an amount is required to be deducted or withheld for or on account of tax and no additional amount is required to be paid by that other party to ensure that the net amount actually received by the Issuer or the Hedging Provider, as the case may be, will equal the full amount that that party would have received had no such withholding or deduction been required; or (2) be required to pay additional amounts in respect of tax under the Hedging Agreement, then the Hedging Agreement may be terminated. Termination of the Hedging Agreement In certain circumstances the Hedging Agreement may be terminated and the Fund may be unable to find a suitable replacement hedging provider, in such case the Fund may not have the necessary funds required by it to make payments in respect of the Term Facilities Agreement and this will adversely affect the ability of the Issuer to make payments of interest required in respect of the Notes. Payments by the Issuer under the Hedging Agreement In the event that the Issuer makes any payment in favour of the Hedging Provider in accordance with the Hedging Agreement, it will be subrogated in the credit rights of the Hedging Provider against the Borrower and would have the right to receive the payments due by the Borrower to the Hedging Provider in that respect. In the event that any payments are due to the Issuer under the Hedging Agreement, the Issuer will be subordinated to the Hedging Provider with respect to those payments. In such event the Issuer may increase its credit exposure against the Borrower and there will be no assurance that the Borrower may have sufficient funds available to it to repay the amounts due to the Issuer and this may adversely affect the ability of the Issuer to make payments of interest required in respect of the Notes. Risks related to the financial leverage of the Fund The Fund may borrow money within the limits set forth by all the applicable provisions, the Management Rules and the Facility Agreements. Since the Fund has borrowed money to finance the purchase of the Properties, it is subject to risks associated with the debt financing, including, by means of example, the risk that the available funds might be insufficient for the required repayments, that existing indebtedness might not be refinanced or that the terms of such refinancing may not be as favourable as those of the existing financing. In any event, by virtue of law and pursuant to the Loan Security Documents and the MEF Decrees, the rents and any other income deriving from the use of the Transferred Properties and the Contributed Properties is allocated with priority to the reimbursement of loans and refinancing granted to the Fund. See “The Principal Loan Documents”. Furthermore, if the Fund reaches the limitations for the borrowing provided for by the current regulation governing real estate investment funds (equal to 60% of the then current value of the Properties), the Fund may not be able to incur any indebtedness, including drawings of amounts available to the Fund under the Capex and Working Capital Facility Agreement. See “Selected Aspects of Italian Law”.

40 Matters relating to the Loans Security Special Lien Art. 4 Privilegio Speciale (as defined below), unlike mortgages, are not established by way of a registration with the Registrar of Real Estate Properties. Their existence is disclosed to the public only by way of publication of the relevant decrees in the Gazzetta Ufficiale della Repubblica Italiana. Accordingly, foreclosure proceedings over the assets to which an Art. 4 Privilegio Speciale pertains need not be notified to the creditors whose claim is secured by such privilegio speciale, even though the Art. 4 Privilegio Speciale ranks ahead of other claims. Absent any notification, therefore, the assets may be attached without the creditors secured by the Art. 4 Privilegio Speciale having been given notice of the foreclosure proceeding, and thus the chance to be a party thereto, and to submit their preferred claim. It should be noted however that the Term Facility Agreements provide that the Fund shall (i) notify the Agent of any attachment, sequestration, distress or execution, for a value exceeding Euro 250,000 in respect of a single Property or an aggregate amount of Euro 500,000 in respect of events affecting more than one Property, in order to enable the Term Lenders secured by the Art. 4 Privilegio Speciale to become a party to the proceedings and to satisfy their claim in priority, (ii) preserve the interests of the Term Lenders, and (iii) notify to the Term Lenders any circumstances which may have a material adverse effect. See “Selected Aspects of Italian Law”. Assignment of the Lease Agreements Pursuant to the Term Facility Agreements, the Borrower agreed to use all best efforts, also taking into account the standards of care and due diligence pertaining to primary real estate market operators, to procure that the Lease Agreements relating to certain Properties are assigned by way of security, within 30 September 2006, or amended in order to making them assignable by way of security, within February 2007, and enter into the Lease Payment Assignment in relation to the amended Lease Agreements, within 10 Business Days from the date of execution of the amendment, and procure the trascrizione of such Lease Payment Assignment within 20 Business Days from the date of execution. However it should be noted that the execution of the amendments is not under the control of the Borrower since it needs the approval of the relevant Tenants, thus there is no assurance that the credits deriving from such Lease Agreements will be assigned by way of security to secure the repayment of the Term Loans. As of the Issue Date the Lease Agreements that are not assignable account for approximately 1.0% of the value of the rents at the time of the transfer of the Properties. In addition, since the above undertaking is a best effort obligation there is no certainty that the Borrower will assign by way of security such receivables in favour of the Issuer; in such event the Noteholders would not have a perfected security on such receivables. Perfection of the assignment of the claims arising from the Lease Agreements Pursuant to the Term Facility Agreements, the Borrower agreed to procure the registration (trascrizione) of any Lease Payment Assignment on the competent land register. In the event that the Borrower does not procure such registration, the security created by the Lease Payment Assignment will be effective among the parties and against the relevant debtor but not against third parties creditors staring a foreclosure proceeding (pignoramento) against the Borrower. However it should be noted that in any event the assignment of rents, even if not registered, is effective against third parties creditors within the limit of one year starting from the foreclosure proceeding (pignoramento). Matters relating to the Notes Liability under the Notes The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Representative of the Noteholders, the Paying Agents, the Issuer Corporate Services Provider, the Issuer Liquidity Facility Provider, the Cash Manager, the Account Bank, the Law 130 Servicer, the Primary Servicer, the Term Lenders, the Transferors, the Fund, the Management Company, the Property Manager, the Depositary Bank, the Capex Lenders, the Hedging Provider, the Agent, the ADD, any of the other Tenants, the Arrangers, or the Lead Managers and Bookrunners or the quotaholder of the Issuer or any other party to the Loan Documents or the Securitisation Documents or any company in the same group of companies as any of them and none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes.

41 Risks Related to the Class X Detachable Coupons. Interest will cease to be payable on the Class X Detachable Coupons if the aggregate of the Ordinary Issuer Expenses, together with the interest payable on the Regular Notes, equals or exceeds, at any time, the interest payable on the Term Loans. The holders of the Class X Detachable Coupons will not have the same rights as the holders of the Notes. No principal will be repayable on the Class X Detachable Coupons. The holders of the Class X Detachable Coupons will not have the right to participate or vote at meetings of Noteholders, pass any Noteholder resolution or direct the Representative of the Noteholders to enforce the Issuer Security. The yield to maturity on the Class X Detachable Coupons will be highly sensitive to the rate and timing of principal payments and collections (including by reason of a voluntary or involuntary prepayment, or a default and liquidation) on the Term Loans. Investors in the Class X Detachable Coupons should fully consider the associated risks, including the risk that a faster than anticipated rate of principal payments and collections could result in a lower than expected yield and an early liquidation of the Term Loans could result in the failure of such investors to fully recoup their initial investments. Also, the yield on the Class X Detachable Coupons will be subject to the amounts to be paid in priority pursuant to the applicable Priority of Payments. In addition investors in the Class X Detachable Coupons should fully consider the risks connected to the prepayment of the Term Loans. If such prepayment occurs in the Pre-Amortisation Period, the amount payable in respect of the Class X Detachable Coupons will be reduced by an amount equal to the additional tax at the rate of 20 per cent. paid by the Issuer on the interest accrued on the Notes up to the date of early redemption (in the event that the Issuer, upon instructions of the Primary Servicer at its sole discretion taking into account solely the interest of the holders of the Class X Detachable Coupons, early redeems the Notes pursuant to Condition 6, letter (c)) or any cost relating to the negative carry (in the event that the Issuer, upon instructions of the Primary Servicer at its sole discretion taking into account solely the interest of the holders of the Class X Detachable Coupons, deposits the proceeds arising from the prepayment pf the Term Loans on the Principal Accumulation Account). Rating of the Notes The ratings assigned to the Notes and the Class X Detachable Coupons by the Rating Agencies are based on the value of the Properties, the amount and timely payment of Lease Payments by the ADD under the ADD Lease Agreement and by the other Tenants under the other Lease Agreements, the credit risk of the Republic of Italy and other relevant collateral and structural features of the Securitisation and reflect only the views of the Rating Agencies. The ratings of the Notes and the Class X Detachable Coupons address: (i) the full and timely payment to the Noteholders of all payment of interest on the Notes and on the Class X Detachable Coupons on each Payment Date; and (ii) the full payment to Noteholders of all principal on the Notes on the Final Maturity Date. There is no assurance that any such rating will continue for any period of time or that it will not be reviewed, revised, suspended or withdrawn entirely by any of the Rating Agencies as a result of changes in, or unavailability of, information or if, in the Rating Agencies’ judgment, circumstances so warrant. Limited Recourse The Notes and the Class X Detachable Coupons are limited recourse obligations of the Issuer only and, accordingly, any claims which Noteholders or holders of the Class X Detachable Coupons may have against the Issuer will be limited to the value of the Issuer Security or the relevant portion thereof. The proceeds of realisation of the Issuer Security may, after paying or providing for all prior-ranking claims, be less than the sums due to Noteholders or certain of the Noteholders. Under such circumstances, any claims of Noteholders will be extinguished. The Notes give to the Noteholders the right to receive the Step-up Margin starting from the Step-up Date. However, the obligation of the Issuer to pay the Step-up Margin to the Noteholders is limited only and to the extent that there are Issuer Available Funds available for such purpose at the relevant Payment Date. Effect of the Class X Detachable Coupons An effect of the Class X Detachable Coupons will be that if the Issuer is required to pay any fees, costs and

42 expenses, whether to an Issuer Secured Party or to a third party creditor, that are unusual and extraordinary in nature (including the repayment of Liquidity Facility and interest thereon) then, to the extent that such fees, costs and expenses cannot be recouped from the Borrower prior to the following Payment Date, a shortfall in funds necessary to pay interest on then junior classes of Notes will occur. Absence of Secondary Market; Limited Liquidity Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the regulated market of the Luxembourg Stock Exchange. There can be no assurance that a secondary market in the Notes will develop or, if it does develop, that it will provide Noteholders with liquidity of investment, or that it will continue for the life of the Notes. In addition, the market value of certain of the Notes may fluctuate with changes in prevailing rates of interest. Consequently, any sale of Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of those Notes. Liquidity Facility Pursuant to the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider will provide a committed facility for drawings to be made in the circumstances described in ‘‘The Principal Securitisation Documents - Issuer Liquidity Facility Agreement’’. The facility will, however, be subject to an initial maximum aggregate principal amount which will, in certain specified circumstances, be reduced. The amount available to be drawn under the Liquidity Facility on any Payment Date may be less than the Issuer would have received, had full and timely payments been made in respect of all amounts owing to the Issuer during the related Collection Period. In such circumstances, insufficient funds may be available to the Issuer to pay in full interest due on the Notes. In addition, the amount of available Liquidity Facility to meet the Issuer’s obligations to pay interest to any class of Notes (other than the Class A Notes) is subject to certain limitations. See ‘‘The Principal Securitisation Documents - Issuer Liquidity Facility Agreement’’. European Union Directive on the Taxation of Savings Income On 3 June 2003 the Council of the European Union (ECOFIN) adopted a directive regarding the taxation of interest income. Each EU Member State must implement the directive by enacting legislation that requires paying agents (within the meaning of the directive) established within its territory to provide to the relevant competent authority details of interest payments made to any individual and certain intermediate entities resident in another EU Member State. The competent authority of the EU Member State of the paying agent (within the meaning of the directive) is then required to communicate this information to the competent authority of the EU Member State of which the beneficial owner of the interest is a resident. The Republic of Italy has implemented the above mentioned directive by Legislative Decree No. 84 of 18 April 2005 which is fully applicable from the 1 July 2005. Austria, Belgium and Luxembourg had the option to withhold tax from interest payments within the meaning of the directive. As allowed by article 11 of the directive Austria, Belgium and Luxembourg have opted to apply the withholding tax system during an interim period. This system is focused on a withholding tax at the rate of: i) 15% from 2005 to 2007; ii) 20% from 2008 to 2010; iii) 35% from 2011. See “Taxation”. Withholding Tax in respect of the Notes In the event that withholding taxes are imposed in respect of payments of amounts due under the Notes to Noteholders, the Issuer is not obliged to gross-up or otherwise compensate Noteholders for any shortfall in amounts the Noteholders will receive as a result of the imposition of withholding taxes. In the event that the Notes are redeemed by the Issuer in accordance to the Conditions prior to eighteen months from the Issue Date, the Issuer will be required to pay in Italy a tax corresponding to an amount equal to 20 per cent. of interest and other proceeds accrued on such principal amount repaid early up to the relevant repayment date. Change of the Legal Framework The structure of the issue of the Notes and the ratings which are expected to be assigned to them are based on Italian law, English law and regulations and administrative practice in effect as at the date of this Offering Circular. No assurances can be given as to the impact of any possible changes to Italian law, English law or

43 regulations or administrative practice or any law, decree or regulation being abrogated, becoming ineffective or being declared invalid also as result of a challenge after the date of this Offering Circular, nor can any assurances be given that any such change will not adversely affect the ability of the Issuer to make payments under the Notes. See “Selected Aspects of Italian Law” Changes to the Basel Accord On 18 October 2005, the Council of the European Union adopted a Proposal of Directives of the European Parliament and of the Council, recasting Directive 2000/12/EC and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions and Council Directive 93/6/EEC of 15 March 1993 on the capital adequacy of investment firms and credit institutions (the “Capital Requirements Directive””). This text will serve as the basis for national rule-making and approval processes in European Union Member States and for banking organisations to complete their preparation for the implementation of the so called “New Basel capital accord”. Recipients of this Offering Circular should consult their own advisers as to the consequences to, and effects on, them of the potential application of the Capital Requirements Directive. Suitability Prospective investors in the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisors 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. Claw back of the assignment of the Claims The transfer of the Claims may be subject to legal action brought by a liquidator of the transferor to claw back such transfer or in any manner render ineffective the same in accordance with any applicable bankruptcy law in respect of any transferor. Pursuant to Italian law, in respect of any of the Transferors which are Italian companies such an action can be brought within 3 months following the transfer if the sale price was equal to or above market value, and (a) the transferor was insolvent on the date of the Transfer and (b) the liquidator can prove that the transferee was, or ought to have been, aware of such insolvency. Such an action can be brought within 6 months following the transfer if the sale price was below market value, and (a) the transferor was insolvent at the time of the transfer and (b) the transferee cannot prove that it was not, or ought not to have been, aware of such insolvency. In accordance with the above, if any of the Transferors were insolvent at the time of the transfer of the Claims pursuant to the Transfer Agreement and the Issuer was, or ought to have been, aware of such insolvency, then, in certain circumstances, the applicable transfer may be subject to claw back by the liquidator of the relevant Transferor. Pursuant to the Transfer Agreement each of the Transferors will represent to the Issuer that, at the time of the transfer of the Claims, it was not insolvent, that no order had been made by any competent authority to admit proceedings referred to in the Bankruptcy Act or in any other applicable law concerning such Transferor, including liquidation proceedings set forth under the Banking Act or under any other applicable law, in respect of that Transferor and that neither a resolution nor any other action had been taken by it with the intention of obtaining the above judicial orders. Securitisation Law The Securitisation Law was enacted in the Republic of Italy on 14 May 1999, and only limited guidance on or interpretation of the application of the Securitisation Law has been issued by Italian governmental, regulatory or tax authorities ever since. Consequently, it is possible that such authorities will issue further regulations relating to the Securitisation Law or the interpretation thereof that impact the transaction described in this Offering Circular in ways that cannot be predicted by the Issuer as of the date of this Offering Circular. Administration and reliance on third parties The ability of the Issuer to make payments pursuant to the Notes will depend upon the due performance of the respective obligations of each party to the Loan Documents and the Securitisation Documents and

44 therefore also on the solvency of such parties. In particular, without limiting the foregoing, the timely and full payment of amounts due under the Notes will depend on the ability of, inter alia, the Law 130 Servicer and the Primary Servicer to collect amounts due in respect of the Claims. The failure of any party to the Loan Documents or the Securitisation Documents to perform its respective obligations or the inability to replace such a party in the event of the termination of their mandate thereunder could adversely affect the Issuer’s ability to meet its payment obligations under the Notes. Servicing The Issuer shall appoint the Law 130 Servicer and the Primary Servicer to exercise, inter alia, certain actions in respect of the Loan Documents. Accordingly, and among other things, certain consents sought by the Fund under the Term Facility Agreements will be given or refused by the Agent, upon instructions of the Primary Servicer. In relation to acceleration or enforcement of the Term Facility Agreements generally, this will be an aspect of the servicing of the Term Facility Agreements which the Issuer will have delegated to the Primary Servicer. Conflicts of interest The Arrangers or their affiliates are transferors of the Claims under the Transfer Agreement or may otherwise have a credit exposure to the Fund, which may be reduced as result of the transfer of the Claims to the Issuer. In addition, the Lead Managers or their affiliates will be the initial holders of the Class X Detachable Coupons. The Class X Detachable Coupons will not be offered or sold pursuant to this Offering Circular. General Forward-looking statements Certain statements contained in this Offering Circular, including any statements preceded by, followed by or which include the words “intend(s)”, “aim(s)”, “expect(s)”, “will”, “may”, “believe(s)”, “should”, “anticipate(s)” or similar expressions, and any other statements that are not historical facts, are intended to identify such forward-looking statements and subjective assessments. 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. The reader is 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. The Issuer believes that the risks described above are the principal risks inherent in the transaction described in the Offering Circular for prospective Noteholders, but the inability of the Issuer to pay interest, principal or other amounts on, or in connection with, the Notes may occur for other reasons and the Issuer does not represent that the above statements regarding the risks of holding the Notes are exhaustive. Although the Issuer believes that the various structural elements described in this Offering Circular lessen some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest, principal or any other amounts on, or in connection with, the Notes on a timely basis or at all. For a description of other risks that relate solely to the impact of Italian Law, see “Selected Aspects of Italian Law”.

45 THE PRINCIPAL LOAN DOCUMENTS The description of certain of the Loan Documents and certain other material documents set out below is a summary of certain features of those documents and is qualified by reference to the detailed provisions of the terms and conditions of each thereof. Capitalised terms not defined in this section or in the Glossary of Terms are used with the meaning ascribed to them in the relevant Loan Document. In certain cases the definitions of the defined terms used in this section are summaries of the definitions in the relevant Loan Document. The Facility Agreements The Facility Agreements are (i) the facility agreement dated 30 December 2005, as amended on 22 June 2006 (the “Term A Facility Agreement“) entered into between the Borrower, the Term Lenders and the Pre-securitisation Agent, (ii) the facility agreement dated 30 December 2005, as amended on 22 June 2006 (the “Term B Facility Agreement“ and, together with the Term A Facility Agreement, the “Term Facility Agreements”) entered into between the Borrower, the Term Lenders and the Pre-securitisation Agent, and (iii) the facility agreement dated 30 December 2005, as amended on 20 February 2006 and on 22 June 2006 (the “Capex and Working Capital Facility Agreement” and, together with the Term Facility Agreements, the “Facility Agreements”) entered into between the Borrower, on one hand, and by Intesa and BNL, as lenders (the “Capex Lenders”) and the Agent, on the other. The Term A Loan Pursuant to the terms of the Term A Facility Agreement, the Term Lenders, in the shares indicated therein, disbursed to the Borrower an aggregate amount of Euro 341,709,600 (the “Term A Loan”) on 30 December 2005 (the “Disbursement Date“). The net proceeds to the Borrower from the Term A Loan were paid by the Borrower to the MEF for the benefit of the transferors of the Transferred Properties, by way of settlement of the consideration for the Transferred Properties in accordance with the Transfer Decree. See “Selected Aspect of Italian Law - The MEF Decrees”. The Term B Loan Pursuant to the terms of the Term B Facility Agreement, the Term Lenders, in the shares indicated therein, disbursed to the Borrower an aggregate amount of Euro 56,118,925 (the “Term B Loan” and, together with the Term A Loan, the “Term Loans”) on the Disbursement Date. The proceeds to the Borrower from the Term B Loan were paid (i) in part, to Coni, for the benefit of the sellers of the Coni Properties, (ii) in part to the Coni Payment Account for release to Coni upon the expiration of the term for the exercise of the pre- emption right in respect of the Coni Properties subject to cultural heritage legislation (see “Selected Aspects of Italian Law - The MEF Decrees”), (iii) in part to the Fund's Capex and Agency Fee Account to pay certain fees arising under the Capex and Working Capital Facility Agreement, and (iv) in part to the Fund's Arrangement Fees Account to pay certain arrangement fees. The Capex and Working Capital Loan Pursuant to the terms of the Capex and Working Capital Facility Agreement, the Capex Lenders agreed to advance to the Borrower an aggregate of Euro 30,488,000 for the purpose of financing (i) Capital Expenditures (as defined below) up to an amount of Euro 20,488,000 (the “Tranche Capex”) and (iii) General Purposes Costs (as defined below), up to an amount of Euro 10,000,000 (the “Tranche Working Capital”).

The Tranche Capex is composed of the Sub-Tranche A, in the maximum aggregate principal amount of Euro 18,213,114, and the Sub-Tranche B, in the maximum aggregate principal amount of Euro 2,274,886 and is available to the Borrower during the period commencing on 30 December 2005 (the “Effective Date”) and ending on the earlier of (i) the 10th anniversary of the Effective Date and (ii) the date a Cash Sweep Event (as defined below) occurs (the “Tranche Capex Availability Period”). The Borrower is required to apply the proceeds to it from the Tranche Capex to the financing of Capital Expenditures. Under the Capex and Working Capital Facility Agreement, there can be no more than four drawings of the Tranche Capex per calendar year and drawings must occur in accordance with the limits set forth in Schedule 4 to the Capex and Working Capital Facility Agreement. Amounts which are not drawn down within the final term for their drawing as set forth on Schedule 4 to the Capex and Working Capital Facility Agreement are cancelled.

46 The Tranche Working Capital is available to the Borrower on a revolving basis during the period commencing on 31 December 2005 and ending on the earlier of (i) 31 December 2013 and (ii) the date on which a Cash Sweep Event occurs. The Borrower is required to apply proceeds to it from drawings under the Tranche Working Capital to the financing of general expenses related to the Fund and the management of the Properties, including payment of interest on the Tranche Capex and the Term Loans. Tranche Working Capital drawings are required to be in minimum amounts of Euro 200,000 or the maximum undrawn amount of the Tranche Working Capital. Loan to value ratio The total loan to value ratio of the Term Facility Agreements, based on the Market Value, is equal to 55%. The total loan to contribution value ratio of the Term Facility Agreements, based on the Contribution Value (as defined below), is equal to 61.1% Repayment The main source of funds for the repayment of the Term Loans and the Tranche Capex and the amounts outstanding under the Tranche Working Capital is rent received by the Borrower under the Lease Agreements and the proceeds from the sale of Properties. In addition, certain insurance payments and certain of the indemnities received by the Borrower from the MEF under the MEF Warranty and Indemnity Deed and any other indemnity payments received by the Borrower are required to be applied to the prepayment of the Term Loans and the Tranche Capex subject to the provisions thereof. The Term Loans and the Tranche Capex are required to be repaid on 31 December 2017 (the “Loan Maturity Date“). However, if the term of the Fund is extended (which it may be for a period of up to three years pursuant to Article 14, paragraph 6, of the Ministerial Decree No. 228 of 24 May 1999), then, subject to, among other things, the Agent has received a notice for extension at least 60 Business Days prior to the Loan Maturity Date, the payment by the Borrower of all reasonable costs and expenses in connection with the extension and the extension fee, on or prior to the third Business Day prior to the Loan Maturity Date, the Term Loans and the Capex Loan will be required to be repaid during the Fund’s extended term (the “Loan Extended Maturity Period”) and to be fully repaid by the last day of the Extended Maturity Period (the “Loan Extended Maturity Date“). The extension fee is an amount equal to a determined percentage of the amount of the Term Loans on the Loan Maturity Date. Mandatory Prepayment Certain mandatory prepayments of the Term Loans and the Tranche Capex are required to be made by the Borrower from (i) Net Sales Proceeds (as defined below), (ii) indemnities received from the MEF pursuant to the MEF Warranty and Indemnity Deed as a result of the occurrence of Indemnification Events (as defined below) and Property Assignment Events (as defined below), (iii) other indemnity payments received by the Borrower, and (iv) certain insurance payments.

Net Sale Proceeds Under the Facility Agreements, if the Borrower sells a Property, then it is required to apply the Net Sale Proceeds, on the Loan Interest Payment Date immediately following the closing of the sale, to the prepayment of the Term Loans in the amount of the Release Price (as defined below) of the sold Property and the prepayment of the Tranche Capex in the amount of the Capex Release Price (as defined below) of the sold Property.

Indemnification Events Under the Facility Agreements, upon the occurrence of an Indemnification Event (as defined below), the Borrower is required to apply any Cash Indemnity (as defined below), on the Loan Interest Payment Date immediately following the day on which the Cash Indemnity is received by the Borrower, to the prepayment of the Term Loans in the amount of the Release Price (or, if lower, the full amount of the Cash Indemnity) of the relevant Property and to the prepayment of the Tranche Capex in the amount of the Capex Release Price of the relevant Property (or, if lower, the full amount of the Cash Indemnity). Upon the Borrower's request, the Term Lenders may allow the Borrower to apply the Cash Indemnity received, in whole or part, to the

47 return of the Properties affected by the Indemnification Event to substantially the same condition as they would have been in had the Indemnification Event not occurred. In addition, any other indemnities received by the Borrower (also as result of the decision of the MEF to indemnify the Fund with a Cash Indemnity rather than a Substitute Property) are required to be applied to the prepayment of the Term Loans in the amount of the Release Price (or, if lower, the full amount of the relevant indemnity received) of the relevant Property and the prepayment of the Tranche Capex in the amount of the Capex Release Price (or, if lower, the full amount of the Cash Indemnity) of the relevant Property, on the Loan Interest Payment Date immediately following the date on which such indemnities are received by the Borrower.

Property Assignment Events Under the Facility Agreements, if a Property Assignment Event (as defined below) occurs and the affected Property is substituted by the MEF, then the Term Lenders may decide, in their reasonable discretion, whether the Substitute Property (as defined below) will be subject to the provisions regarding Net Sale Proceeds described above or whether 100% of the Net Sale Proceeds from the sale of the Substitute Property will be required to be applied to the prepayment of the Term Loans and the Tranche Capex. If the Substitute Property is an ADD Lease Eligible Property (as defined below), then the Term Lenders may require 100% of the Net Sale Proceeds to be applied to prepayment as described above only if the Business Plan has been amended.

Insurance payments Under the Facility Agreements, insurance payments that are, in the opinion of the Management Company, necessary for restoring the Properties in respect of which they were received and which do not exceed the lower of (a) Euro 750,000 and (b) 5% of the Open Market Value (as defined below) of the relevant Properties (the “Indemnity Threshold”), are required to be applied by the Borrower, within 18 (eighteen) months after their deposit into the Fund’s Insurance Payments Account, to the restoration of the affected Properties. If the insurance payments are higher than the Indemnity Threshold but lower than 10% of the Open Market Value of the affected Properties, then they are required to be applied as indicated above but only if (i) there is no breach of a sales target nor any financial undertaking, (ii) there have been satisfactory consultations between the Borrower and the Agent, and (iii) no Default or Potential Event of Default under the Facility Agreements has occurred and is continuing and, if one of the events described in (i) and (ii) above has occurred, then such application requires the prior written consent of the Agent. If the insurance payments received exceed 10% of the Open Market Value of the affected Properties, the Term Lenders will decide whether the insurance payments will be required to be applied to the prepayment of the Term Loans and the Tranche Capex or to the restoration of the affected Properties within 18 months from their payment into the Fund’s Insurance Payments Account. Any insurance payments which are not applied to the restoration of the affected Properties are required to be applied to the prepayment of the Term Loans and the Tranche Capex on the Loan Interest Payment Date immediately following the expiration of the relevant eighteen month term or the day on which the Term Lenders have notified the Borrower that such prepayment is required.

Cash Sweep Available Funds In addition to each of the above prepayments, the Facility Agreements provide that if a Cash Sweep Event (as defined below) occurs, the Borrower is required to apply all Cash Sweep Available Funds (as defined below), after payment of amounts in priority thereto under the Fund Intercreditor Agreement, to the prepayment of the Term Loans and the Tranche Capex. If the Loan to Cost (as defined below) financial covenant is breached, then Cash Sweep Available Funds are required to be applied on each following Loan Interest Payment Date to the prepayment of the Term Loans and the Tranche Capex in the amount required to remedy the breach.

48 Prepayment Fee Under the Facility Agreements, if, in accordance with any mandatory prepayment provision in the Facility Agreements, the Borrower prepays any amount in excess of the amounts specified in the Expected Prepayment Schedule (as defined below), the Borrower will be required to pay the applicable Prepayment Fee (as defined below). Voluntary Prepayment Under the Facility Agreements and subject to the terms of the Fund Intercreditor Agreement, the Borrower is entitled to make voluntary prepayments in minimum amounts of Euro 5,000,000 or integral multiples thereof. In addition, if there is a refinancing, the entire amount of the Term Loans and the Tranche Capex is required to be prepaid from the proceeds thereof together with the Refinancing Fee (as defined below). Order of priority The Facility Agreements provide that all prepayments under the Facility Agreements, including mandatory prepayments, repayments and payments of interest, are required to be made together with Breakage Costs (as defined below) incurred by the Term Lenders in connection therewith. All prepayments under the Term Facility Agreements are required to be paid in accordance with the terms of the Fund Intercreditor Agreement (see “The Principal Loan Documents - The Fund Intercreditor Agreement”). Interest Interest on the Term Loans, the Tranche Capex Loan and the Tranche Working Capital is paid semi-annually at the rate of EURIBOR plus the Applicable Margin (as defined below). Under the Facility Agreements, default interest on overdue payments accrues at the rate otherwise applicable to the particular payment plus a margin of 2 per cent per annum. Additional terms applicable to the Tranche Capex and the Tranche Working Capital

Clean-up period

Under the Capex and Working Capital Facility Agreement, the Tranche Working Capital is subject to a clean up period during which requests for disbursements may not be made. Each clean up period starts on 10 February (included) and ends on the following 28 February (included) in each year.

Interruption in availability

The Capex and Working Capital Facility Agreement provides that if the Loan to Cost Ratio (as defined below) is breached, the Tranche Working Capital and the Tranche Capex will not be available for drawing by the Borrower until the breach is remedied.

Commitment fees

Under the Capex and Working Capital Facility Agreement, the Borrower is required to pay commitment fees in respect of the Tranche Capex and the Tranche Working Capital in the amount determined therein. Loan Security The Borrower’s obligations under the Facility Agreements are secured by (i) the Special Lien on the Transferred Properties and the Contributed Properties, (ii) the Mortgage on the Coni Properties, (iii) the Lease Payments Priority Interest, (iv) the Fund's Accounts Pledge, the (v) the Loss Payee Clause, (i) the Lease Payments Assignment, (vi) the Hedging Agreement Assignment, and (vii) the Warranty and Indemnity Deed Assignment. See “The Principal Loan Documents - The Loan Security Documents”. Under the terms of the Facility Agreements, the Mortgage is required to be partially released and reduced in connection with the sale of the CONI Properties and the Term Lenders are required to waive the exercise of the Special Lien to the extent only that Transferred Properties or Contribution Properties are sold. The Fund’s Accounts Pursuant to the terms of the Facility Agreements, the Fund has opened with the Depositary Bank the Fund's

49 Sales Proceeds Account, the Fund's Lease Payments Account, the Fund's Insurance Payments Account, the Fund's Coni Payments Account, the Fund's Cash Indemnities Account, the Fund's Hedge Payments Account, the Fund's Capex and Agency Fee Account, and the Fund's Arrangement Fees Account. Pursuant to the Facility Agreements, the Borrower is required to procure that all Cash Indemnities, all payments made under the Hedging Agreement, all insurance payments, all Lease Payments, and all Net Sale Proceeds, including down payments, received by the Borrower, are credited to the Fund’s Cash Indemnities Account, the Fund’s Hedge Payments Account, the Fund’s Insurance Payments Account, the Fund’s Lease Payments Account, and the Fund’s Sales Proceeds Account, respectively, and shall operate the accounts in accordance with the provisions of the Fund Intercreditor Agreement. The Borrower shall duly keep all records and documents detailing the expenses effected by the Fund during each Loan Interest Period and the Agent shall have the right to require to the Borrower to view such records and documents in order to verify that the Fund has effected such expenses in accordance with the provisions of the Fund Intercreditor Agreement and that the amounts withdrawn from the Fund’s Lease Payments Accounts have been used exclusively for the payments allowed under the Fund Intercreditor Agreement. Representations and Warranties

The Term Facility Agreements contain representations and warranties of the Management Company in relation to its due incorporation as a “società per azioni”, its authorisation to manage the Fund and to conduct its business, that it is not in violation of the Regulations in a manner that may have a Material Adverse Effect and the material truth and accuracy of its balance sheets. The Term Facility Agreements also contain representations and warranties of the Borrower in relation to, among others: (i) the due establishment and authorisation of the Fund as a closed-ended real estate investment fund (fondo di investimento immobiliare di tipo chiuso); (ii) the Fund’s power and authority to sign and due execution of all of the Loan Documents to which the Fund is a party; (iii) that the Fund’s obligations under the Loan Documents to which it is a party do not conflict with any other agreement to which the Fund is a party, the Management Rules or any applicable law or judgement; (iv) that no limits on the Fund’s powers are exceeded as a result of the Term Loans, or drawings under the Tranche Capex and the Tranche Working Capital, including the maximum permitted indebtedness of the Fund (see “The Fund”), and that the Fund is not in breach of any law or judgement; (v) that the Borrower has not undertaken any obligations except under the Loan Documents or in the ordinary course of business; (vi) that there is no litigation which might cause a Material Adverse Event (as defined below) and that there has been no Material Adverse Effect since the date of the Facility Agreements; (vii) that no winding-up or insolvency proceedings have been started or threatened against the Fund; (viii) that the Fund has not breached any obligations which may cause a Material Adverse Effect; (ix) that no Loan Event of Default (as described in summary below) has occurred and is continuing; (x) that the information, other than the information relating to the Properties, supplied by the Fund to the Agent in connection with the Loan Documents is materially true and correct; (xi) that there is no financial indebtedness other than as permitted to exist under the Facility Agreements; (xii) that the Fund has complied with all applicable tax requirements and requirements for the keeping of books and records and materially complied with all other applicable regulations; and (xiii) that the Management Rules are in full force and effect. In addition, the Loan Agreement contains representations and warranties by the Fund in respect of its ownership of the Properties, the Lease Agreements and the Insurances.

50 Undertakings Financial Undertakings Pursuant to the Facility Agreements, commencing from the first anniversary of the Disbursement Date and at all times thereafter until the Maturity Date or the Extended Maturity Date, the Borrower is required to maintain Interest Coverage Ratios (as defined below) equal to, or in excess of 1.25. If any of the Interest Cover Ratios falls to or below 1.25, then the Borrower is not permitted to dispose of any amount standing to the credit of the Fund’s Accounts for any purpose other than repayment of the Term Loans, the Tranche Capex, the Tranche Working Capital and any other amount due under the Finance Documents. The actual Interest Coverage Ratio is currently 2.3. The Borrower is also required to procure that the Loan to Cost ratio does not exceed amounts specified in a schedule attached to the Finance Agreements. Compliance by the Borrower with the financial undertakings shall be ascertained as of each Testing Date (as defined below) on the basis of the information and accounting data available to the Borrower as of the date of the Borrower’s interim semi-annual reports or annual financial statements, as the case may be, and, the Borrower shall deliver to the Agent on the first day following each Testing Date, a compliance certificate certifying that each of the above financial undertakings is satisfied as of such Testing Date and, if such certification cannot be given, identifying the financial undertakings which are not satisfied, stating the reasons why they are not satisfied and, it shall then provide a further notice describing the steps being taken or intended to be taken by it to return to full compliance with each of the financial undertakings. 75 days after each Testing Date the Borrower shall deliver to the Agent its semi-annual reports or annual financial statements, as the case may be, together with a certificate certifying that, on the basis of the Borrower’s interim semi-annual reports or annual financial statements, as the case may be, the financial undertakings was satisfied also as of the Testing Date. Finally, the Borrower is required to comply with the Financial Leverage Limits (as defined below). Information Undertakings Under the Facility Agreements, the Fund has undertaken to deliver certain financial and other information to the Agent and to notify the Agent of the occurrence of significant events (such as litigation, Loan Event of Defaults, breaches of Sales Targets set forth in the Business Plan, the extension of the Fund's term, breaches under the Lease Agreements, events which can be expected to result in a Material Adverse Effect, the carrying out of any extraordinary transaction concerning the Management Company or the Fund and the convening of a Unitholders meeting for purposes of resolving on the replacement of the Management Company and any proceedings affecting the Properties). General positive undertakings Under the Facility Agreements, the Borrower’s general positive undertakings include to: (i) maintain its legal status and authorisations and comply with laws, judgments and tax requirements; (ii) comply with applicable regulations; (iii) duly and punctually pay all Taxes; (iv) grant access to the Properties and the Borrower’s books and records; (v) perfect and protect the security interests created by the Loan Security Documents; (vi) follow the instructions of the Agent and act only with the Agent's prior written consent in the event the ADD withdraws from the ADD Lease Agreement; (vii) maintain the Loan on an at least pari passu ranking with unsecured and unsubordinated creditors of the Fund; (viii) comply with the Business Plan and sell the Properties in accordance therewith (if any Sales Target is not achieved for two consecutive semesters, the Term Lenders have the right to appoint a real estate adviser to advise the Borrower in connection with the sale of the Properties); (ix) not sell the Properties without the prior written consent of the Term Lenders if the Net Disposal

51 Proceeds expected to be received are lower than (i) the applicable Release Price; plus (ii) the applicable Capex Release Price, if any; plus (iii) any Breakage Costs; plus (iv) any other amount payable in priority with respect to the amounts to be paid by the Borrower as a mandatory prepayment pursuant to the terms of the Intercreditor Agreement, plus (v) any Prepayment Fee due; (x) open and maintain all of the Fund’s Accounts with the Depository Bank and not open any other account other than the Lump Sums Account (as defined below), unless such account is pledged in favour of the Term Lenders; and (xi) take all action necessary to preserve or enforce its rights and powers under the MEF Warranty and Indemnity Deed. General negative undertakings Under the Term Facility Agreements, the Borrower’s general negative undertakings include:

(i) no changes to the Management Rules, save for changes (i) required by mandatory provisions of applicable regulation and (ii) which are within the exclusive authority of the holders of the quotas of the Funds pursuant to the Management Rules;

(ii) no changes to the Business Plan without the prior written consent of the Term Lenders not to be unreasonably withheld or delayed;

(iii) no distributions to the Unitholders other than in accordance with the Management Rules and the Loan Documents;

(iv) no extraordinary transactions not provided in the Business Plan, without the prior written consent of the Term Lenders and no disposals of any assets other than in accordance with the Business Plan;

(v) no action in connection with the Fund's winding-up other than as required by the Management Rules and applicable Regulation, without the prior written consent of the Term Lenders which will not be unreasonably delayed or withheld;

(vi) no financial indebtedness other than Permitted Indebtedness.

(vii) no creation or suffering to exist of any encumbrances over its assets other than Permitted Encumbrances;

(viii) no hedging agreements other than the Hedging Agreement;

(ix) no amendments to the Lease Agreements, waivers thereunder or additional lease agreements without the prior written consent of the Term Lenders; and

(x) not, unless agreed to in writing by the Term Lenders (which shall not unreasonably delay or withhold their response), agree to any amendment to any of the Loan Documents.

Insurances Undertakings

The Borrower's undertakings in respect of the insurances include, among others, that it will,

(i) maintain insurances in respect of the Properties at least of the type and in the amounts usually maintained by prudent real estate management companies and which are issued by insurers and are on terms and conditions satisfactory to the Term Lenders (the insurances are required to insure, at least (a) the Properties on a full reinstatement basis (New Replacement Value) up to a limit of € 70,000,000 for each and every loss and in the annual aggregate and shall cover not less than 2 years loss of rent on all Lease Agreements up to a sub limit of € 20,000,000 for each and every loss and in the annual aggregate; (b) third party liability up to a limit of € 7,000,000 for each and every loss and in the annual 52 aggregate; (c) subsidence (limited to earthquake, seaquake, volcanic eruption and telluric events) with a sub limit of € 70,000,000 for each and every loss and in the annual aggregate and acts of terrorism, for a sub limit not lower than € 50,000,000 for each insured event and for each year);

(ii) maintain the validity and effectiveness of the Insurances;

(iii) procure that the Insurances provide for the Loss Payee Clause in favour of the Term Lenders or person nominated by the Term Lenders;

(iv) use reasonable endeavours to procure that the Agent receives such information and copies of the policies as the Agent may reasonably require and notify the Agent of renewals, variations and cancellations made or, to the Fund's knowledge, threatened or pending;

(v) notify the Agent of any claim for a value exceeding Euro 500,000 within 3 (three) Business Days of any such claim;

(vi) if the claims paying ability or equivalent rating of the insurer becomes lower than A (by S&P), A (by Fitch) and A1 (by Moody’s), promptly notify the Agent and diligently procure new insurance with a new insurer whose ratings are at least those indicated above;

(vii) procure that the insurances contain the Loss Payee Clause and clauses stating that the policies will be maintained effective for 14 days in case of non-payment of premiums with notice thereof being given to the Agent; and

(viii) ensure that insurance payments are credited to the Fund’s Insurance Payments Account and notify the Agent of such payments.

Undertakings regarding the Properties.

The Term Facility Agreements contain undertaking by the Borrower in respect of the Properties including, among others, that the Borrower will,

(i) comply with the Lease Agreements and maintain the validity and enforceability of its rights under the Lease Agreements;

(ii) pay all Taxes applicable to the Lease Agreements;

(iii) promptly notify the Agent of any material breach of and expiration of a Lease Agreement and of any event of which the Fund is aware that may trigger the termination of the ADD Lease Agreement by the ADD or any other tenant under its Lease Agreements;

(iv) procure the payment of all Lease Payments into the Lease Payments Account;

(v) not amend or waive any provision of or, with certain exceptions, terminate any of the Lease Agreements or consent to any assignment or sublease except as required by mandatory provisions of applicable law; and

(vi) maintain the Properties in good order, in compliance with law and regulations and free and clear of all Encumbrances other than Permitted Encumbrances (as defined below). With reference to the undertakings relating to the assignment of the claims deriving from the Lease Agreements please see “The Loan Security Documents - The Lease Payments Assignment” below. Loan Defaults Under the Term Facility Agreements, the Term Loans, the Tranche Capex and the Tranche Working Capital may be accelerated and required to be repaid in full (together with accrued interest) if certain events (each an “Acceleration Event”), among others, including the following and in certain cases subject to limited cure

53 periods, occur:

(i) a winding-up proceeding is commenced or is threatened in writing in respect of the Borrower or a procedure of liquidazione coatta amministrativa or amministrazione straordinaria is commenced or is threatened in writing in respect of the Management Company;

(ii) any obligation of the Borrower under any of the Loan Documents is not legal, valid, binding and enforceable under Italian law or the security provided by the Loan Security Documents, ceases to be effective and to rank in accordance with the priority assigned to it;

(iii) a Material Adverse Effect occurs;

(iv) the Borrower becomes unable to, or fails to, pay its debts as they fall due or admits to be unable to, pay its debts as they fall due;

(v) any payment under the MEF Warranty and Indemnity Deed is not enforceable (inopponibile o non eseguibile coattivamente); or

(vi) any of the Decrees is revoked, invalid, or ineffective unless, in the event of partial revocation, the relevant consequences are subject to indemnification pursuant to the MEF Warranty and Indemnity Deed. Under the Term Facility Agreements, the Term Lenders may withdraw from the Facility Agreements and the Term Loans, the Tranche Capex and the Tranche Working Capital may be accelerated and required to be repaid in full (together with accrued interest) if certain events (each a “Withdrawal Event”), among others including the following and in certain cases subject to limited cure periods, occur:

(i) any event which adversely affects the ownership or the title of the Borrower to any Property or creates an encumbrance, other than Permitted Encumbrances on any Property, in each case for a value exceeding Euro 500,000 occurs, unless the affected Property is replaced or the relevant indemnity is paid under the MEF Warranty and Indemnity Deed or the Borrower repays the Term Loans and the Tranche Capex in an amount equal to the Release Price and the Capex Release Price;

(ii) any attachment or similar action affects any assets of the Borrower having an aggregate value in excess of Euro 400,000 and is not discharged within 15 Business Days;

(iii) it is unlawful in any jurisdiction for the Borrower to perform or comply in any material respect with the terms of the Loan Documents;

(iv) any Loan Document is unlawful or is terminated prior to its originally scheduled termination date as a result of a default by the Borrower;

(v) the MEF breaches any of its obligations under the MEF Warranty and Indemnity Deed which may result in a Material Adverse Effect;

(vi) the ADD breaches any of its obligations under the ADD Lease Agreement which may result in a Material Adverse Effect;

(vii) the Management Company is replaced as the management company of the Fund with any entity not acceptable to the Agent (acting reasonably);

(viii) the Management Company ceases to be part of the “Gruppo Bancario Banca Nazionale del Lavoro” and, in the sole opinion of the Agent, acting in good faith, this may be prejudicial to the Lenders;

(ix) any amendment is made to the Management Rules or the Business Plan which, in the reasonable opinion of the Agent, is materially prejudicial to the interest of the Lenders; or

54 (x) the Borrower defaults in the payment of any financial indebtedness (other than the Facility Agreements) in excess of Euro 1,500,000 and such event is not remedied within 10 Business Days. Under the Facility Agreements, the Term Lenders may terminate the Facility Agreements and the Term Loans, the Tranche Capex and the Tranche Working Capital may be accelerated and required to be repaid in full (together with accrued interest), if certain events (each a “Loan Event of Default” and, together with the Acceleration Event and the Withdrawal Events, the “Loan Trigger Event”), among others including the following and in certain cases subject to limited cure periods, occur: (i) any default by the Fund in the payment when due of any amount due for payment under any of the Loan Documents at the place and in the currency in which it is expressed to be payable unless the failure to pay such amount is due solely to administrative or technical delays in the transmission of funds which are not the fault of the Fund and such amount is paid within 2 (two) Business Days of its due date for payment; or (ii) any breach (not referred to in point (i) above) by the Fund or the Management Company of any of the undertakings, obligations or agreements of the Fund under any of the Loan Documents, excluding, among others, breach of any of any Financial Ratio and, in each case, if the relevant event or circumstance is capable of being remedied, such event or circumstance is not remedied by the Fund pursuant to terms reasonably satisfactory to the Agent within 30 (thirty) Business Days; or (iii) any representation or warranty made or repeated by the Fund or the Management Company under any Loan Document to which it is a party proves to be or to have been untrue, incorrect or not accurate in any respect, in each case as at the date at which it was made or repeated and, in each case, if the relevant event or circumstance is capable of being remedied, such event or circumstance is not remedied pursuant to terms reasonably satisfactory to the Agent within 30 (thirty) Business Days; or (iv) any of the Interest Cover Ratios falls below 1.00. Taxes All payments due by the Borrower pursuant to the Term Facility Agreements are required to be made without any deduction or withholding concerning tax or duties, unless such deduction or withholding is required by law, in which case the Borrower, inter alia, is required to promptly pay to the Lenders an additional amount such that the amount received by the Lenders is equal to the amount which would have been received by them if no such deduction or withholding had been made. Governing law The Term Facility Agreements are governed by Italian law. Defined Terms

The above defined terms are used with the following meanings given to them in the Term Facility Agreements.

“Actual Interest Coverage Ratio” means the percentage calculated, on each Interest Calculation Date, in accordance with the following formula: A / C

Where:

“A” is the Net Rental Income amount received by the Borrower during the immediately preceding Loan Interest Period ending on such Interest Calculation Date;

“C” is the aggregate amount of interest payable by the Borrower under the Facility Agreements during the immediately preceding Loan Interest Period ending on such Interest Calculation Date.

“ADD Lease Eligible Properties” means the additional properties which pursuant to the MEF Warranty and Indemnity Deed may be transferred by the MEF to the Fund as a Substitute Property in respect of the Pool A

55 (as defined below) and which, after the substitution, are leased to the ADD pursuant to the ADD Lease Agreement, in accordance with the provisions of Article 4 of Law Decree 351.

“Agent” means the Pre-securitisation Agent and the Post-securitisation Agent, as the case may be.

“Allocated Capex Amount” means, in respect of each Property, the amount of the Tranche Capex allocated to such Property in Schedule 6 (Allocated Loan Amounts, Release Premia, Release Prices, Allocated Capex Amounts, Capex Plan) to the Facility Agreements, as such Schedule may be amended from time to time.

“Allocated Loan Amount” means, in respect of each Property, the amount of each of the Term Loans allocated to such Property in Schedule 6 (Allocated Loan Amounts, Release Premia, Release Prices, Allocated Capex Amounts, Capex Plan) thereto.

“Applicable Margin” has the meaning given to it in the Facility Agreements. Starting from 31 December 2006 (included) the initial Applicable Margin will increase in a certain percentage. Following the seventh anniversary of the Disbursement Date (included) the Applicable Margin will increase in a certain percentage. Following the Loan Maturity Date the Applicable Margin will progressively increase every six calendar months..

“Article 4 Capital Expenditures” means expenses incurred by the Fund in connection with the improvement, restructuring and maintenance of the Contributed Properties and the Transferred Properties all in accordance with the Business Plan.

“Breakage Costs” means the amount by which (a) the interest which a Lender would have received for the period from the date of receipt of an amount under the Facility Agreements (the “Repaid Amount”) to the last day of the current Loan Interest Period in respect of such Repaid Amount had such Repaid Amount been paid on the last day of that Loan Interest Period, excluding the Applicable Margin exceeds (b) the amount of interest which such Lender would be able to obtain by placing an amount equal to the Repaid Amount received on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following the receipt of the Repaid Amount and ending on the last day of the current Loan Interest Period in respect of such Repaid Amount, plus, an amount equal to the Applicable Margin over EURIBOR that would have been due under the Facility Agreements for a period starting on the Business Day following the receipt of the Repaid Amount and ending on the last day of the current Loan Interest Period in respect of such Repaid Amount.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks generally are open for business in London, Milan and Rome and, if a payment under the Facility Agreements is required to be made on such day, on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euro.

“Business Plan” means the Fund’s business plan, approved by the Lenders, attached to the Facility Agreements as Schedule 7 (Business Plan), as it may be amended from time to time in accordance with the Management Rules and the Facility Agreements.

“Capex Release Price” means the Allocated Capex Amount for each Property specified in Schedule 6 (Allocated Loan Amounts, Release Premia, Release Prices, Allocated Capex Amount, Capex Plan) multiplied by the Release Premium.

“Capital Expenditures” means the Article 4 Capital Expenditures and/or the Coni Capital Expenditures.

“Cash Indemnity” means any cash payment or amount to which the Fund may be entitled pursuant to the MEF Warranty and Indemnity Deed (with the exception of payments received from the MEF under Schedule 6.1(g) (Redditività del Portafoglio A) of the MEF Warranty and Indemnity Deed), upon occurrence of an Indemnification Event.

“Cash Sweep Available Funds” means the aggregate of (i) any Net Sales Proceeds, including any Net Sales Proceeds relating to the sale of Substitution Properties, (ii) any Net Rental Income, (iii) any Cash Indemnity 56 and any other indemnities, (v) any amounts arising from a Property Assignment Event; and (vi) any payment received under the Insurances.

“Cash Sweep Events” means each of the following events:

(i) ADD has notified to the Fund its intention not to renew the ADD Lease Agreement at the expiration of the first 9-year period;

(ii) the Loan Maturity Date is extended to the Extended Loan Maturity Date;

(iii) any of the Interest Cover Ratios falls below 1.75 during the period starting from the first 31 December occurring after the 8th anniversary of the Disbursement Date.

“Coni Capital Expenditures” means expenses incurred by the Fund in connection with the improvement, restructuring and maintenance of the Coni Properties all in accordance with the Business Plan.

“Contribution Value” means the Open Market Value as of the date of the Contribution Decree decreased by 10%.

“Excess Prepaid Amount” means the amount of the Term Loans or the Tranche Capex actually prepaid by the Borrower in excess of the amounts specified in the Expected Prepayment Schedule.

“Expected Prepayment Schedule” means the supplemental Schedule to this Facility Agreements which the Lenders deliver to the Borrower after the execution of this Facility Agreements detailing the amounts expected to be prepaid by the Borrower in each year in accordance with the Business Plan.

“Financial Leverage Limit” means the limit on the Fund's indebtedness set forth in Article 12bis of Ministerial Decree 228/1999 as in force on the Effective Date.

“First Loan Interest Period” means the period which commences on 30 December 2005 and ends on 30 June 2006.

“General Purposes Costs” means the general expenses of the Borrower in connection with the management of the Fund, including interest due on the Tranche Capex and the Term Loans.

“Indemnification Event” means an event for which the MEF is required to pay indemnification to the Fund pursuant to the terms of the MEF Warranty and Indemnity Deed.

“Interest Calculation Date” means 30 June and 31 December of each year.

“Interest Coverage Ratios” means collectively the Actual Interest Cover Ratio and the Projected Interest Cover Ratio.

“Loan Interest Period” means the First Loan Interest Period and, thereafter (i) the period commencing on the last day of the First Loan Interest Period (included) and ending on the immediately following Interest Calculation Date (excluded), (ii) each period which commences on an Interest Calculation Date (included) and ends on the next following Interest Calculation Date (excluded), and (iii) the period commencing on the last Interest Calculation Date immediately prior to the Maturity Date or the Extended Maturity Date, as the case may be (included), and ending on the Maturity Date or the Extended Maturity Date, as the case may be.

“Lease Payments” means the aggregate of all cash amounts received from time to time by the Fund under the Lease Agreements or deriving from any right of occupation relating to any Property, including, but not limited to, (i) any rents; (ii) any compensation paid under whatever circumstances, including, but not limited to, deposit, payment of guarantees or payment received by the Fund as a result of judicial decisions relating to the Lease Agreement; (iii) any service charge (oneri accessori); and (iv) any payment of indemnities received from the MEF under Schedule 6.1(g) (Redditività del Portafoglio A) of the MEF Warranty and Indemnity Deed.

57 “Loan Interest Payment Date” means the date falling 3 Business Days prior to each Interest Calculation Date.

“Loan to Cost” means:

(A) for the purpose of the Term Facility Agreements on each day the ratio between (i) the aggregate of the advances under the Term Facility Agreements, net of any amount standing to the credit of the Sales Proceeds Account which need to be applied to the mandatory repayment of the advances under the Term Facility Agreements on the next following Interest Payment Date and (ii) the lower of (a) the Contribution Value of the Properties owned on the relevant day by the Fund and (b) the Open Market Value of the Properties owned on the relevant day by the Fund; or

(B) for the purpose of the Capex and Working Capital Facility Agreement means on each day the ratio between (i) the aggregate of any advance under the Capex and Working Capital Facility Agreement and the advances under the Term A Facility Agreement and under the Term B Facility Agreement and (ii) the lower of (a) the Contribution Value of the Properties owned on the relevant day by the Fund and (b) the Open Market Value of the Properties owned on the relevant day by the Fund.

Pursuant to the Term Facility Agreements the Loan to Cost is the following: Year % Loan to Cost December 2006 61.1% June 2007 61.1% December 2007 61.1% June 2008 60.3% December 2008 60.1% June 2009 59.9% December 2009 59.7% June 2010 59.5% December 2010 59.3% June 2011 58.6% December 2011 57.8% June 2012 57.3% December 2012 55.3% June 2013 54.5% December 2013 53.7% June 2014 50.8% December 2014 45.9% June 2015 35.6% December 2015 11.0% June 2016 0.0% “Lump Sums Account” means the Fund’s account into which the “lump sum payments” (depositi cauzionali) paid by the tenants of the Properties will be held on deposit.

“Material Adverse Effect” means, in the reasonable opinion of the Lenders, a material adverse effect on or a material change of: (a) the financial condition, assets, prospects or business of the Fund, (b) the Properties, (c) the ability of the Borrower to comply with its obligations under any of the Finance Documents, or (d) the validity, legality or enforceability of any of the Finance Documents.

“Net Rental Income” means the Rental Income net of (i) any amount which is allocated to the landlord (locatore) by the Tabella della ripartizione oneri accessori tra locatore e conduttore as published by Confedilizia - Confederazione Italiana Proprietà Edilizia (the “Schedule of Costs Allocation”) or, if the Schedule of Costs Allocation is not published at any time, any replacement schedule as published by any replacement entity or person and chosen by the Agent, acting reasonably; (ii) any indirect taxes payable by the Borrower in respect of any Lease Agreement entered into with respect to the Properties and which the 58 Borrower cannot recover from the tenant (including, but not limited to, any registration tax); (iii) any Imposta Comunale sugli Immobili payable by the Borrower in respect of any Property; and (iv) for the purpose of calculating the Interest Coverage Ratios (but not for any other purposes) any insurance premiums and other amounts payable by the Borrower in respect of the Insurances.

“Net Sales Proceeds” means the gross sale proceeds to the Borrower from the sale of Properties net of all expenses incurred or to be paid by the Borrower in connection with such sale and all Taxes required to be paid by the Borrower in respect of such gross sale proceeds.

“Open Market Value” means the open market value of the Properties as appraised by the Independent Appraiser as of the date on which the Contribution Decree is effective equal to Euro 723,327,000.

“Permitted Encumbrance” means any encumbrance created by the Loan Security Documents and any encumbrance on any Property which may be prejudicial to the interest of the Lenders and existing on the date of the Facility Agreements.

“Prepayment Fee” has the meaning given to it in the Facility Agreements.

“Projected Interest Coverage Ratio” means the percentage calculated, on each Interest Calculation Date, in accordance with the following formula: A / C

Where:

“A” is the Net Rental Income amount expected to be received by the Borrower during the following two Loan Interest Periods, such estimation to be undertaken by the Borrower and agreed by the Lenders;

“C” is the aggregate amount of interest payable by the Borrower under the Facility Agreements during the following two Loan Interest Periods, assuming that the rate of interest and the outstanding amounts remain unchanged.

“Property Assignment Event” means any of the events referred under Section 5 (Cessione di Immobili a Titolo di Indennizzo) of Annex 3 of the MEF Warranty and Indemnity Deed.

“Refinanced Amount” means the amount of the Term Loans, the Tranche Capex and the Tranche Working Capital actually prepaid by the Borrower using funds arising out of any Financial Indebtedness assumed by the Fund.

“Refinancing Fee” has the meaning given to it in the Facility Agreements.

“Release Price” means the Allocated Loan Amount for each Property specified in Schedule 6 to the Facility Agreements (Allocated Loan Amounts, Release Premia, Release Prices, Allocated Capex Amounts, Capex Plan) multiplied by the Release Premium.

“Release Premium” means 120%.

“Rental Income” means the aggregate of all amounts payable during the relevant Loan Interest Period to the Borrower in connection with the Lease Agreements on any Property or any part thereof, including but not limited to (i) rent or lease or leasing fees (and any amount equivalent thereto) payable whether it is variable or not and however or whenever it is described, reserved or made payable; (ii) sums received from any deposit held as security for performance of any tenant's obligations; (iii) any other moneys payable in respect of any occupation (including without limitation occupation without a formal lease being in place) or usage of such Property and every fixture and fitting therein and any and every fixture thereon for display or advertisement, on licence or otherwise; (iv) any profits, damages, compensation, settlement or expenses for or representing loss of rent or interest thereon awarded or agreed to be payable as a result of any proceedings taken or claim made for the same net of any costs, fees and expenses paid (and which have not been

59 reimbursed to, and which are not recoverable by, the Borrower from any party) in furtherance of such proceedings so taken or claim so made; (v) any moneys payable under any insurance in respect of loss of rent or interest thereon; (vi) any sum payable by any guarantor of any occupational tenant or licensee under any Lease Agreement, any Warranty and Indemnity Deed or other agreement; and (vii) any interest payable on any sum referred to above and any damages, compensation or settlement payable in respect of the same.

“Substitute Property” means any real property transferred to the Fund in accordance with the terms of the MEF Warranty and Indemnity Deed.

“Target” means any target set to the Fund by the Business Plan.

“Testing Date” means each 30 June and each 31 December of each year.

“Transaction Costs” means any costs incurred by the Lenders and the Agent in connection with the negotiation, preparation and execution of the Loan Finance Documents (including legal fees and evaluation costs) and all documents and agreements relating thereto. The Coni Deeds of Sale On 30 December 2005 Coni and the Borrower entered into two deeds of sale (together the “Coni Deeds of Sale”), pursuant to which the Coni Properties listed below were transferred into the ownership of the Borrower. 1. Via Carlo Cignani No. 40 (once No. 22), Forlì; 2. Via Matilde di Canossa No. 6, Pievepelago (MO); 3. Via Pietro della Valle No. 1, Rome; 4. Corso Stati Uniti No. 1, Turin; 5. Via Tiziano Aspetti No. 259, Padova; 6. Via Don Carlo Steeb NN. 13 – 15, Verona; 7. Via S. Caterina d’Alessandria NN. 23 – 25, Florence; 8. Viale Spartaco Lavagnini No. 27, Florence; 9. Via Confidenza No. 10, Turin; 10. Piazza S. Maria degli Angeli No. 1, Naples. The price for the purchase of the Coni Properties is equal to Euro 48,584,700. The Deed of Sale relating to the Piazza S. Maria degli Angeli No. 1, Naples is subject to the non-exercise, not later than 180 days from the relevant notification, of the pre-emption right of (i) the Ministry of Cultural Assets and Affairs (Ministero per i beni e le attività culturali), pursuant to Article 60 of the Legislative Decree No. 42 of 22 January 2004 or (ii) the Region or any other interested territorial authority, pursuant to Article 63, paragraph 3, of the Legislative Decree of 2004, No. 42. The price for the purchase of the Coni Properties listed from 1 to 8 above was paid by the Borrower on 30 December 2005. The price for the purchase of the Coni Property listed under 9 above was paid to Coni on or about 10 April 2006. The price for the purchase of the Coni Property listed under 10 above is deposited on the CONI Payment Account and will be released in favour of CONI only upon the non-exercise of the above pre-emption right. Pursuant to the Term Facility Agreements, if the cultural heritage pre-emption right is exercised, all amounts credited into the Coni Payment Account shall be applied to the repayment of the Loans on the Loan Interest Payment Date immediately following the date of exercise of such right. The ADD Lease Agreement Pursuant to Article 4, paragraph 2-ter, of Law Decree 351/2001 (see “Selected Aspects of Italian Law – Article 4 of Law Decree 351/2001”), the Fund, as Lessor, and the ADD, as tenant, entered into a lease agreement (the “ADD Lease Agreement“) on 29 December 2005. Under the ADD Lease Agreement, the 60 Fund leases to the ADD the Pool A Properties (all properties which, prior to the Effective Date, were owned by the State and used for government purposes or owned by the Public Administration Users (as defined below) and used for their institutional activities). For the purposes of this section only, the term “Pool A Property/ies” shall include the portion of the Property at Via de’ Vecchietti 13, Florence which is part of the ADD Lease Agreement. Use of the Properties Under the ADD Lease Agreement, the Pool A Properties will continue to be used as they were used up to the Effective Date, in particular for the conduct of the activities of the public administration entities which occupied the Pool A Properties prior to the transfer and the contribution of the same to the Fund (the “Public Administration Users“) (see “The Properties”). The ADD may change the use of the Pool A Properties only with the prior consent of the Lessor and subject to compliance with applicable law and regulations and the obtaining of all required authorisations. All costs and expenses related to a change of use will be borne by the ADD. In addition, the ADD has the right to allocate space in the Pool A Properties to other public administration entities, but is required to notify the Lessor and such allocation of space is subject to the Lessor’s consent. At the end of the ADD Lease Agreement, the ADD shall (i) return the leased Pool A Properties in good maintenance state and in compliance with the applicable law concerning hygiene, health, safety, environment, anti-seismic, building and town-planning and (ii) indemnify and hold harmless the Fund from any liability towards third parties or deriving from the breach or non compliance with the applicable law concerning hygiene, health, safety, environment, anti-seismic, building and town-planning, not resulting from any breach of maintenance obligations of the Fund. Term The initial term of the ADD Lease Agreement is nine years starting from the 29 December 2005 (the “First Expiration Date“). The ADD Lease Agreement provides that it will be automatically renewed for a further period of 9 (nine) years on the same terms and conditions unless terminated, with respect to all (and not some) Pool A Properties, by the ADD with at least 12 (twelve) months notice prior to the First Expiration Date. Termination of the ADD Lease Agreement at the First Expiration Date may only occur if the Public Administration Users otherwise acquire the use of other properties so that they may continue their activities. After the first renewal term of 9 (nine) years, the ADD Lease Agreement provides that it will be renewed automatically on the same terms and conditions for successive periods of 6 (six) years each, unless terminated by the Lessor or the ADD with at least 12 (twelve) months notice prior to the relevant expiration date. Pursuant to Article 4 of Law Decree 351/2001 (see “Selected Aspects of Italian Law – Article 4 of Law Decree 351/2001”) and to the Transaction Decree, ADD waived the right to terminate a lease agreement for serious reasons (gravi motivi) granted by article 27, last paragraph, of Law No. 392 of 27 July 1978 until the end of the first renewal period (i.e. year 18). Partial termination by ADD and rationalisation plan Under the ADD Lease Agreement the ADD has the right, upon 18 months prior notice to the Lessor, to withdraw entire buildings of Pool A Properties (other than certain specified excluded Pool A Properties – equal to 43% of the initial annual rent fixed under the ADD Lease Agreement in respect of the Pool A Properties - as described below) from the ADD Lease Agreement subject to the following conditions which shall apply until the end of the first nine year renewal term: (i) the reduction in the Rent (as defined below) arising from the partial withdrawal from the Lease Agreement calculated in accordance with certain specified parameters may not exceed 10% of the Rent payable as of the Effective Date; (ii) the reduction in Rent may not exceed (A) 2.5% for the period commencing from the beginning of the third year of the term and up to the end of the fifth year of the term; (B) 5% for the period commencing from the beginning of the sixth year of the term and ending at the end of the eighth year of the term; (C) 7.5% for the period commencing from the beginning of the ninth year of the term and up to the end of the ninth year of the term; and (D) 10% for the period commencing from the 61 beginning of the tenth year of the term. Paragraph (ii) above does not apply to the Pool A Properties presently used by the Consiglio Nazionale delle Richerche (National Research Council) in respect of which the ADD has the right to withdraw from the ADD Lease Agreement commencing from the end of the third year of the term on not less than 24 months prior written notice and subject to certain specified Rent reduction limits, provided that the maximum 10% limit above is not exceeded. If the ADD wishes to vacate space in excess of the above indicated permitted limits and notifies the Lessor, the Lessor has the right to notify the ADD, within 10 days, of its intent to find a third party tenant for such space. If the Lessor so notifies the ADD, the ADD will be automatically entitled to withdraw from the Lease in respect of such space. If the Lessor does not notify the ADD that it will find a third party tenant, then the ADD will have the right to sublease or grant other rights of use to the space to third parties. The right of ADD to withdraw from the ADD Lease Agreement does not apply to the following Pool A Properties: Asset Code Address Town Main use 115 Via De Gasperi, 71 Cuneo Office/Fire Department 182 Via De Gasperi, 73 Cuneo Office/Police Station 183 Via Brigata Padova, 18 Padova Office/Police Station 184 Via Farini, 3 Vicenza Office/Fire Department 205 Via Salaria Vecchia, 13 Pescara Police Training Centre 206 Piazza d'Armi Vibo Valentia Police Training Centre 207 Viale Malta, 11 Piacenza Police Training Centre 208 Via Damiano Chiesa, 7/9/11 Trieste Police Training Centre 209 Via Nazario Sauro 1 La Spezia Police Training Centre Via A. Cesari n. 20 and Via G. 210 Milano Police Training Centre Frugoni 47 211 Via delle Caserme 8 Senigallia Police Training Centre 213 Piazzale Italia 2 Foggia Police Training Centre 218 Via Santa Maria Nuova 2/3/4 Vicenza Police Training Centre 238 Località San Lorenzo Cagliari Public Office 228 Piazza Duca degli Abruzzi, 31 Napoli Public Office

In order to allow the Lessor to optimise its plans for the sale of the Pool A Properties, the ADD is required to deliver to the Lessor a non-binding rationalisation plan (the “Rationalisation Plan“) for the use of the space occupied by the Public Administration Users which evidences the Pool A Properties in respect of which the ADD intends to exercise its right of partial withdrawal from the ADD Lease Agreement. The Rationalisation Plan is required to be delivered to the Lessor prior to the end of the first eighteen months of the lease term. If the Lessor intends to sell a Pool A Property it is required to notify the ADD. Within 30 days of such notification, if the ADD has not already notified the withdrawal of the relevant Pool A Properties from the ADD Lease Agreement to the Lessor, the ADD is required to notify the Lessor which of the Properties among those to be offered for sale, it intends to withdraw from the ADD Lease Agreement and specify the date of withdrawal. Beginning from the 18th anniversary of the ADD Lease Agreement (i.e. the end of the first nine year renewal period), the ADD can unconditionally terminate the ADD Lease Agreement in relation to whole Pool A Properties subject to at least six months prior notice. If, at the end of the lease term, the ADD fails to return possession of the Pool A Properties, it shall be required to continue to pay the relevant portion of Rent due for the first six months and, thereafter, such amount increased by 50%, without prejudice to other damages. In cases where the increased Rent is due it will be increased each month by 100% of the ISTAT Index (as defined below). Rent The annual rent payable by the ADD in respect of all of the Pool A Properties is Euro 33,877,002 (the

62 “Rent“), plus VAT if due, allocated to each Pool A Property as specified in an attachment to the ADD Lease Agreement. Commencing from the beginning of the second year of the ADD Lease Agreement and for each following year, the Rent will be increased by an amount equal to 75% of the change in the consumer price index for families of employees as determined by ISTAT (the “ISTAT Index“) for the prior year and published in the Official Gazette of the Republic of Italy. If a Pool A Property is withdrawn from the ADD Lease Agreement by the ADD or sold to a third party, the Rent will be reduced in accordance with the amount of Rent allocated to the relevant Pool A Property plus the pro quota portion of the corresponding ISTAT increase indicated above. In addition, if the transfer of one or more of the Pool A Properties pursuant to the MEF Decrees is invalid or ineffective, or is revoked, the Rent will be proportionally reduced in accordance with the amount thereof allocated to such Pool A Property. Pursuant to the ADD Lease Agreement, Rent is required to be paid semi-annually in advance prior to the 15 January and the 15 July of each year during the lease term. The Rent is required to be paid to the Fund’s Rent Account. In any case, pursuant to an amendment letter signed by the parties on 30 December 2005, as long as the Fund is the owner of the Pool A Properties, the Rent shall be paid in semi-annual postponed instalments to be paid within 15 June and 15 December of each year of duration of the ADD Lease Agreement. In case of delay of the payment by the ADD (as well as in case of breach of certain obligations under the ADD Lease Agreement), the side letter shall be terminated and the payment of the Rent shall be due as set forth in the ADD Lease Agreement. The first rent instalment of Euro 11,000,000 million was paid to the Fund on 30 December 2005. If a Pool A Property is sold to a third party, the Lessor is required to provide the ADD at least 30 days prior notice. On the date of the sale, the ADD is required to pay the pro rata portion of the relevant Rent allocated to the sold Pool A Property accrued up to the date of the sale and to pay to the third party purchaser of the Pool A Property, in advance, the portion of the relevant Rent which will accrue for the period commencing from the date of the sale up to the next date for the payment of rent. The ADD Lease Agreement provides that all accessory costs and expenses related to the Pool A Properties are for the account of the ADD. In addition, late payments of Rent or operational costs will accrue interest at the rate of six month EURIBOR plus 2% and the ADD will be required to reimburse the Lessor for all reasonable costs sustained in connection with the recovery of late payments. Maintenance, improvements and access Pursuant to the ADD Lease Agreement, certain extraordinary maintenance activities are required to be carried out by the Lessor. All other ordinary and extraordinary maintenance activities are to be performed by the ADD or by the Public Administration Users. Maintenance by the ADD is to be conducted in accordance with an agreed plan and the ADD is required to report semi-annually to the Lessor regarding the work performed. The Lessor is required to ensure that the Pool A Properties comply with all applicable laws and regulations which come into force after the Effective Date. Any improvement to the Pool A Properties required by the ADD is subject to obtaining the consent of the Fund if it requires a public authorisation. Under the ADD Lease Agreement, the ADD and the Public Administration Users are required to permit the Lessor and its representatives to have access to the Properties including with potential lessors or purchasers. Insurance Under the ADD Lease Agreement, the Lessor is required to enter into and maintain appropriate insurance coverage in respect of all damage to the Pool A Properties or to third parties not arising from the conduct of the activities of the ADD or the Public Administration Users (see “The Principal Loan Documents - The Insurance Policy”). Sub-lease Except as contemplated in respect of the Public Administration Users, and subject to certain exceptions in

63 connection with the activities conducted by the Public Administration Users, the ADD is not permitted to sub-lease or assign any of the Pool A Properties or the ADD Lease Agreement without the prior written consent of the Lessor. Rights of first offer Under the ADD Lease Agreement, the Lessor has granted to the ADD, for itself and on behalf of the Republic of Italy and the Public Administration Users (i) rights of first offer in respect of the lease of each Pool A Property after the end of the first 9 (ninth) year extension period for a term of 6 (six) years, on the same terms and conditions as the ADD Lease Agreement, except for the rent which will be in accordance with the market at the time; and (ii) rights of first offer in respect of the sale of each Pool A Property which is offered for sale individually or in groups. In the event of the sale of a Pool A Property to a third party, the ADD Lease Agreement requires that the purchaser take over the ADD Lease Agreement as lessor for such Property at the same terms and rent as in the ADD Lease Agreement. Governing law The ADD Lease Agreement is governed by Italian law. The MEF Warranty and Indemnity Deed The MEF, the Fund and the Lenders entered into a warranty and indemnity deed on 30 December 2005, as amended on 10 March 2006, (the “MEF Warranty and Indemnity Deed“). Pursuant to the MEF Warranty and Indemnity Deed, the MEF has made certain representations and warranties in favour of the Fund and the Lenders and has agreed to indemnify the Fund and the Lenders upon occurrence of certain events as more fully described below. In view of the fact that the Transferred Properties, the Contributed Properties and the Coni Properties constitute a single real property portfolio, the MEF's obligations under the MEF Warranty and Indemnity Deed also cover the Coni Properties. In the MEF Warranty and Indemnity Deed, the Properties are subdivided into the Pool A Properties and the Pool B Properties. Representations and Warranties In the MEF Warranty and Indemnity Deed, the MEF makes representations and warranties regarding the following matters: (i) the due authorisation and execution of the MEF Warranty and Indemnity Deed, the private nature of the obligations assumed by the MEF thereunder; that the obligations in the MEF Warranty and Indemnity Deed are the MEF’s valid and effective (efficaci) obligations and that the MEF may not claim immunity or other privilege in its capacity as a public authority; and (ii) that the ADD is a duly established public entity and is not subject to liquidation proceedings nor has there occurred any event which, as far as the MEF is aware, could lead to such proceedings; the ADD’s execution of the ADD Lease Agreement complies with applicable law, the ADD Lease Agreement is the ADD’s valid and effective (efficaci) obligations and the execution of the ADD Lease Agreement by the ADD is a private act and the performance of the ADD Lease Agreement cannot be suspended or delayed on the basis of immunity or other privilege deriving from the ADD’s status as a public entity. Indemnification Obligations In the MEF Warranty and Indemnity Deed, the MEF undertakes to indemnify the Fund and the Lenders (the “Indemnified Parties”) against any liability incurred by them arising from the following events (the “Indemnifiable Events”): (i) the invalidity, revocation, ineffectiveness or other defect in the contribution or transfer of any of the Properties to the Fund; (ii) the partial or total eviction from the Properties as a result of third party action; (iii) the legal impossibility for the Fund to sell one or more of the Properties for reasons existing on the Effective Date; (iv) the failure of any of the representations and warranties made by the MEF in the MEF Warranty and

64 Indemnity Deed and described in summary above to be true and accurate; (v) the total or partial failure of the Properties to comply with the Property Portfolio Requirements (as defined below) (except as specifically agreed in the MEF Warranty and Indemnity Deed, among other things, with respect to certain actions required to be taken by the MEF during the 90 day period following the date of the MEF Warranty and Indemnity Deed to remedy certain building and zoning defects affecting certain of the Properties); (vi) third party (including public authorities) action or sanctions arising from the non-compliance of any of the Properties to requirements of law applicable to them as at the Effective Date (including, among the others, health, building, zoning, environmental, electrical, plumbing, heating, fire and work place safety regulations), provided that such violations were present as at the Effective Date and are not indemnifiable by the ADD in accordance with the ADD Lease Agreement (or by the users of the Properties in accordance with the Transaction Decree) or by the other tenants under the other Lease Agreements (see “Selected Aspects of Italian Law - The MEF Decrees”); (vii) failure by the MEF to comply with its obligations to (a) pay indemnities as better detailed in Annex 3 to the MEF Warranty and Indemnity Deed or (b) among other things, remedy certain building and zoning defects affecting certain of the Properties as better detailed in Annexes 5.1 and 5.2 of the MEF Warranty and Indemnity Deed; or (viii) partial or total annulment, revocation or amendment, in all or in part, of any of the MEF Decrees. Property Portfolio Requirements Under the MEF Warranty and Indemnity Deed, the MEF has undertaken that the Properties transferred or contributed to the Fund shall satisfy the following property portfolio requirements: (i) as at the Effective Date, the Properties will be free of encumbrances and third party rights, will not be located in areas zoned to permit expropriation, and will be free of all types of liens, including tax liens, except, in respect of Pool A, for those listed in the Property Appraiser’s appraisal, in respect of Pool B, for those which do not result in prejudice to the Fund and, in respect of the Coni Properties certain specific exceptions; (ii) except for zoning or building irregularities which can be remedied in accordance with the law applicable to properties owned or used by the public administration, the Properties and all improvements comply with zoning and building codes and do not violate any third party rights and are not defective in a manner which may compromise their security; (iii) the applicable historical, cultural, archaeological, artistic and/or environmental laws do not prejudice the use or availability of the Properties (this requirement is not applicable to the Coni Properties); (iv) at the Effective Date, the Properties do not contain dangerous materials which imperil health and which are required to be removed in accordance with applicable law or regulation and the Properties have been maintained and managed in compliance with environmental laws; (v) at the Effective Date, the Properties (except for certain specified defects in respect of the Pool B Properties other than the Coni Properties) have all required electricity, water, sewerage and heating services and all of the relevant plant and equipment is in a good state of repair and has been regularly maintained (the parties have specifically agreed that this does not apply to the Coni Properties and that the state of repair of the Coni Properties is known to them and not covered by the MEF's indemnity obligations); (vi) with respect to the Pool B Properties (other than the Coni Properties), the Lease Agreements are those specified in a schedule to the MEF Warranty and Indemnity Deed (together with their terms) and each of them is valid and effective and, to the MEF's knowledge, there has occurred no event which could result in their being null or ineffective; (vii) for the duration of the ADD Lease Agreement and the first renewal period thereof, the proceeds generated by the Pool A Properties under the ADD Lease Agreement, including as default interest and regardless of any termination of the ADD Lease Agreement for an event not attributable to the Fund, will be equal to those established therein and the ownership of the Pool A Properties will not result in obligations of the Fund which are not attributable to it under the ADD Lease Agreement;

65 (viii) with respect to certain of the Properties, there are no employment or cooperation agreements with building supervisors or other employees; (ix) with respect to Pool B Properties (including the Coni Properties) only, there are no pending or threatened legal or arbitration or administrative proceedings which could negatively affect title to, the availability or use or enjoyment of the Properties; (x) with respect to the Coni Properties only, the information relating to them is true, correct and up to date. Payment of Indemnity Under the terms of the MEF Warranty and Indemnity Deed, if any Indemnified Party suffers a liability, it is required to notify the MEF within 60 days from its becoming aware of the liability. If the amount of the liability is determinable and readily quantifiable or, if it is a reduction in the value of a Property, it is determined on the basis of an opinion of the Property Appraiser or other independent expert, then the MEF is required to pay the indemnity within 60 days of its receipt of the request therefor. If the indemnity amount is not determinable, then the parties will negotiate for a period of 90 days with a view to agreeing the amount, failing which, the parties may resort to the Rome Court for a resolution of the issue. In the event that a Pool A Property does not fulfil the property requirement indicated under (vii) above, the indemnity obligations shall be paid upon request by the Fund of the proceeds indicated under (vii) above. The liabilities referred to the requirements indicated above are deemed to be, for the purpose of the preceding paragraph, determinable and readily quantifiable and therefore such amount shall be payable by the MEF within 10 days from the date of receipt by the MEF of the indemnity request. The MEF Warranty and Indemnity Deed provides that the MEF will have a right to participate, at its own expense, in any third party action against the Fund or the Lenders which may result in the MEF being required to indemnify such parties and the MEF has the right to approve any settlement thereof. The MEF Warranty and Indemnity Deed also provides that, without prejudice to its indemnification obligations, the MEF will have a period of 60 days following notice to it of a defect in a Property to remedy any defect. For further information in relation to the events occurred after the execution of the MEF Warranty and Indemnity Deed, see “The Properties - Events which occurred after the Initial Appraisal”. Limitation on the MEF’s Indemnity Obligations The MEF is only required to pay indemnities if the aggregate amount to be indemnified, when taken together with all prior amounts requested to be indemnified which satisfy the requirements set forth below, exceeds Euro 5,300,000 and the MEF is only required to pay indemnity for amounts which exceed such aggregate amount of Euro 5,300,000. If the ADD does not exercise its right to withdraw from the ADD Lease Agreement in respect of the Properties used by the Consiglio Nazionale delle Ricerche (National Research Council), the deductible indicated above will be increased by the Lease Payments made in respect of such Properties commencing from the fourth year of the lease term up to a maximum amount of Euro 6,800,000. The MEF Warranty and Indemnity Deed provides for adjustments in the event the MEF has paid amounts based on the lower deductible which result not have been required to be paid. For the purpose of reaching the deductible threshold, only amounts in respect of each Property which exceed the following deductibles will be taken into account: Euro 7,500 deductible for each Property valued at less than or equal to Euro 5,000,000 and a Euro 20,000 deductible for each property which is valued at more than Euro 5,000,000. If the indemnity requested relates to invalidity of the contribution or transfer of a Property to the Fund, or eviction from a Property by a third party or the legal impossibility of the Fund to sell a Property or the failure of any of the Property Portfolio Requirements to be satisfied, then the MEF will only be required to pay indemnity if the amount requested, together with prior requested amounts, exceeds the sum of Euro 2,000,000 and it will be required to indemnify only the portion exceeding Euro 2,000,000. With respect to the Property Requirements specifically applicable only to the Coni Properties, the MEF will only be required to pay indemnity if the amount requested, together with prior requested amounts, exceeds the sum of Euro 20,000 and only the amount that exceeds Euro 20,000. The limits described above do not apply to indemnifiable events which arise from the revocation, in whole or

66 part, of any of the MEF Decrees and to the failure of the MEF to comply with certain obligations arising from the MEF Warranty and Indemnity Deed. Replacement Properties If the transfer of a Property to the Fund is wholly or partially ineffective or null, or there is an eviction from one or more properties by a third party, or it is legally impossible for the Fund to sell one or more Properties as a result of matters existing as at the Effective Date, or one or more Indemnifiable Events reduces the value of one or more Properties by more than 20% calculated at the time at which the right to indemnity arose and in accordance with specified valuation criteria, then the MEF may, within 60 days from its receipt of the relevant request for indemnity, notify the Fund that it wishes to pay the indemnity by way of the substitution of the affected Property with a replacement Property or repurchase the Property by way of payment to the Fund of an amount equal to the value of the Property gross of the reduction in value on the basis of which the request for indemnity was made. Replacement properties must comply with certain specified requirements as provided for in the MEF Warranty and Indemnity Deed. Properties replacing assets included in the Pool A Properties shall have an use destination consistent with that of the Property to be replaced and shall be included in the ADD Lease Agreement. In no circumstances the value of the replacement properties may exceed 20% of the original transfer value of the Portfolio to the Fund. Any difference between the liabilities to be indemnified and the value of the replacement properties must be settled in cash. If the indemnity request arises from action taken by third party purchasers of the Properties, the indemnity will be required to be paid in cash. If the MEF's payment of indemnity or substitution of a Property fully compensates the Fund's loss but, as a result of the Fund's loss, the Fund has defaulted in its obligations to the Lenders, the MEF will be required to indemnify the Lenders in cash for their loss arising from such default upon the request of the Fund accompanied by a certification of the Agent as to the relevant amount. The MEF Warranty and Indemnity Deed provides that certain specified Properties will be subject to a verification of there effective surface area and, depending on the results, certain adjustments in the contribution or transfer value thereof will be made. If the value of the transferred Properties is found lower than the initial appraised value, an indemnity shall be paid by the MEF subject to the above limitations. If the value of the transferred Properties is found higher than the initial appraised value, such amount shall be deducted in case of request of indemnification. Consent to Assignment In the MEF Warranty and Indemnity Deed, the MEF has expressly consented to the Fund’s assignment of its receivables thereunder to the Lenders and to all of the parties that may become assignees of the Lenders rights under the Loan Agreement. Prescription periods The MEF Warranty and Indemnity Deed specifically provides that the MEF’s obligations are autonomous and separate from the transfer of the Properties and survive for the benefit of the Indemnified Parties even following the transfer thereof until all of the obligations under the Loan Agreement have been satisfied. Governing law The MEF Warranty and Indemnity Deed is governed by Italian law. The Insurance Policy On 29 December 2005 the Management Company, on behalf of the Fund, and Assicurazioni Generali S.p.A. (the “Insurance Company“) entered into a comprehensive building insurance policy (polizza globale fabbricati) no. 253623591 (the “Insurance Policy“) under which the Insurance Company has undertaken: (i) to cover direct damages relating to the Properties and indemnify the Fund with regard to such damages; and (ii) to cover the Fund’s civil liability towards third parties in connection with the operation of the Properties. Subject to the further limitations set forth in detail by the Insurance Policy, with regard to the indemnity to be paid by the Insurance Company under point (i) above, the Insurance Policy provides for a general limit of Euro 70,000,000 for each event per year and specific limit for the following events: (a) terrorism, Euro 50,000,000; (b) claims by neighbours/third parties, Euro 20,000,000; (c) theft of fixed or movable parts and

67 related damages, Euro 500,000; and (d) loss of possession, Euro 20,000,000. The deductibles provided for are (x) Euro 50,000 for guarantees related to earthquake, tidal wave, bradyseism and volcanic eruption; (y) Euro 20,000 for the events related to inundation, flood; and (z) Euro 5,000 for any other event. The Insurance Policy will also cover the loss of rents (not exceeding 24 monthly instalments and up to a sub-limit of Euro 20,000,000) during any period in which, in case of damages covered by the Insurance Policy, a Property can not be used or shall be rebuilt. With regard to the indemnity to be paid by the Insurance Company under the civil liability mentioned under point (ii) above, the Insurance Policy provides for a general limit of Euro 7,000,000. The Insurance Policy does not cover (A) structural collapse of Properties older than 30 years, and (B) damages deriving from, among others, the following events: acts of war, even not declared, civil war, insurrection, military occupancy, invasion, impoundment, forfeiture, order of government or authorities; pollution and contamination; radiation and contamination caused by nuclear combustibles or their residue; radioactive, toxic and explosive properties of nuclear devices or their parts; wilful misconduct of the contracting party or the insured party or its directors; normal wear and tear of the insured property, except in some circumstances; corrosion, rust and incrusting deriving from atmospheric elements; theft and robbery except for theft of fixed or movable parts and related damages for a limit of Euro 500,000; structural collapse; normal re-settlement of foundations, walls, floors and roofs; any defects known by the insured party or its directors at the date of the execution of the Insurance Policy. The Insurance Policy is effective starting from 24 December 2005 to 31 December 2006 and is automatically renewed for further periods of one year, unless one of the parties elects not to proceed with the renewal by notifying the other party one month prior to the relevant expiry date. The initial annual premium to be paid to the Insurance Company is Euro 268,600.

Should an insured event occur, both the Insurance Company and the Management Company shall be entitled to withdraw from the Insurance Policy by giving 90 days prior written notice within 60 days following the payment of the indemnity or the rejection of the request of payment.

The Insurance Policy is governed by Italian law.

The Hedging Agreement On 1 June 2006, the Fund entered into a flexi-swap with the Hedging Provider under which the Fund has hedged the risk connected with the mismatch between the fixed payments received by the Fund under the ADD Lease Agreement and the other Lease Agreements and the variable interest payments to be paid by the Fund under the Term Facility Agreements. The flexibility allows for delay in the execution of the business plan of the Fund. The hedging arrangement referred to above and the related ISDA Master Agreement and schedule thereto, as amended and supplemented, are referred to as the “Hedging Agreement”. The Hedging Agreement contains certain limited termination events and events of default which will entitle either party to terminate the Hedging Agreement. The Issuer is also party to the Hedging Agreement since, pursuant to the Hedging Agreement if for any reason the Borrower is unable to make any payment when due to the Hedging Provider, the Issuer shall pay any such amounts to the Hedging Provider. The Hedging Agreement is governed by, and will be construed in accordance with, English law. Any disputes arising from or in connection with the Hedging Agreement will be settled by the Courts of England and Wales. The Loan Security Documents The Fund’s Accounts Pledge Pledge and secured obligations On 12 January 2006, Intesa, as Lender and as Pre-Securitisation Agent, MS Bank, as Lender, BNL, as Lender and as Depositary Bank, and the Hedging Provider (together the “Loan Finance Parties”) and the Borrower, entered into a pledge of accounts agreement (the “Fund's Accounts Pledge“) pursuant to which the Borrower pledged, in favour of the Loan Finance Parties and as security for all of the obligations under the Facility Agreements, the Hedging Agreement and the other Loan Finance Documents: (i) all of the Borrower’s credit rights arising from or related to the Fund’s Sales Proceeds Account, the Fund's Lease

68 Payments Account, the Fund's Insurance Payments Account, the Fund's Coni Payment Account, the Fund's Cash Indemnities Account, the Fund's Hedge Payments Account, the Fund's Capex and Agency Fee Account and the Fund's Arrangement Fees Account (the “Pledged Accounts“), (ii) all credit balances from time to time therein, including if deposited therein by third parties, (iii) all of the Borrower’s rights of restitution in respect of all credit balances therein, and (iv) all interest accrued on the credit balances therein. The Fund’s Accounts Pledge replaced a pledge agreement entered into on 30 December 2005. Perfection The Pledge of Fund’s Accounts contains provisions requiring the Depositary Bank to maintain the perfection of the pledge over the Pledged Accounts by the periodic delivery to the Borrower and the Agent of signed declarations containing the credit balance in the Pledged Accounts and having a date certain at law. Use of funds in the Pledged Accounts Under the terms of the Fund's Accounts Pledge, the Borrower is entitled to use all of part of the sums credited to the Pledged Accounts for purposes of making the payments permitted to be made under the Loan Documents in accordance with the Intercreditor Agreement. Transfer Under the Pledge of Fund’s Accounts, the Borrower has irrevocably accepted that the pledge created thereby may be transferred, in whole or part, without the Borrower’s consent, as the legal effect of the transfer, in whole or part, by the Loan Finance Parties of their rights under the Loan Finance Documents and has undertaken to sign all documents that may be required to ensure the continued effectiveness of the assignment in favour of the transferees. Governing law The Fund's Account Pledge is governed by Italian law. The Lease Payments Assignment Assignment of the ADD Lease Agreement Under the Lease Payments Assignment, the Borrower has assigned by way of security for the obligations under the Loan Finance Documents and in favour of the Loan Finance Parties all of its credit rights arising under the ADD Lease Agreement, including any rent, indemnities, penalties and damages, whether now existing or which arise in the future, and all other rights, including rights to terminate, resolve or rescind the ADD Lease Agreement. The Lease Payments Assignment requires the Borrower to enter into assignment agreements on the same terms and conditions in respect of any other lease agreement that may be entered into by it in relation to the Properties. The Lease Payments Assignment of the ADD Lease Agreement replaced an assignment agreement entered into on 30 December 2005. Perfection The assignment of the credit rights arising from the ADD Lease Agreement in accordance with the Lease Payments Assignment was notified to ADD on or about 22 June 2006 for the purposes of Articles 69 and 70 of Italian Royal Decree No. 2440 of 18 November 1923 (“Decree 2440”). The Borrower has undertaken to procure the registration (trascrizione), within 30 September 2006, the assignment of its credit rights arising under the ADD Lease Agreement on the competent land registers for the purposes of Article 2643, paragraph 1, number 9. Transfer Under the Lease Payments Assignment, the Borrower has irrevocably accepted that the assignment created thereby may be transferred, in whole or part, without the Borrower’s consent, as the legal effect of the transfer, in whole or part, by the Loan Finance Parties of their rights under the Loan Finance Documents and has undertaken to sign all documents that may be required to ensure the continued effectiveness of the assignment in favour of the transferees. Assignment of the other Lease Agreements

69 Pursuant to the Term Facility Agreements the Borrower assigned on 22 June 2006 the claims arising from the Lease Agreements executed with BNL, Telecom, ADT and ADE. The assignment of the credit rights arising from the ADT Lease Agreement and the ADE Lease Agreement in accordance with the Lease Payments Assignment was notified to ADT and ADE, respectively, on or about the Issue Date for the purposes of Articles 69 and 70 of Decree 2440. The Borrower has undertaken to procure the registration (trascrizione) on the competent land registers for the purposes of Article 2643, paragraph 1, number 9, (i) within 80 Business Days starting from 22 June 2006, of the assignment of its credit rights arising under the ADT Lease Agreement and the ADE Lease Agreement, and (ii) within 20 Business Days starting from 22 June 2006, of the assignment of its credit rights arising under the BNL Lease Agreement and the Telecom Lease Agreement. In addition, pursuant to the Term Facility Agreements, the Borrower agreed to use all best efforts, also taking into account the standards of care and due diligence pertaining to primary real estate market operators, to procure that the Lease Agreements relating to certain Properties, listed in the relevant schedule, are assigned by way of security, within 30 September 2006, or amended in order to making them assignable by way of security, within February 2007, and enter into the Lease Payment Assignment in relation to the amended Lease Agreements, within 10 Business Days from the date of execution of the amendment, and procure the trascrizione of such Lease Payment Assignment within 20 Business Days from the date of execution. Governing law The Lease Payments Assignment is and will be governed by Italian law. The MEF Warranty and Indemnity Receivables Assignment Assignment On 12 January 2006, the Loan Finance Parties and the Borrower entered into an agreement the assignment by way of security of the Borrower’s receivables under the MEF Warranty and Indemnity Receivables Assignment (the “MEF Warranty and Indemnity Receivables Assignment“). Under the MEF Warranty and Indemnity Receivables Assignment, the Borrower has assigned by way of security for the obligations under the Loan Finance Documents and in favour of the Loan Finance Parties all of its credit rights arising under the MEF Warranty and Indemnity Deed, whether now existing or which arise in the future, and all other rights, including rights to terminate, resolve, or rescind the MEF Warranty and Indemnity Deed. Perfection The assignment under the MEF Warranty and Indemnity Receivables Assignment was duly notified to the MEF on 21 June 2006 for the purposes of Articles 69 and 70 of Decree 2440.. Transfer Under the MEF Warranty and Indemnity Receivables Assignment, the Borrower has irrevocably accepted that the assignment effected thereby may be transferred, without the Borrower’s consent, as the legal effect of the transfer, in whole or party, by the Loan Finance Parties of their rights under the Loan Finance Documents and has undertaken to sign all documents that may be required to ensure the continued effectiveness of the pledge in favour of the transferees. Governing law The Warranty and Indemnity Receivables Assignment Agreement is governed by Italian law. The Hedging Agreement Charge Charge Pursuant to a deed of charge dated 12 January 2006 and a deed of charge dated 22 June 2006, both as amended by supplemental deed dated on or about 27 June 2006 (together, the “Hedging Agreement Charge”), and now between the Borrower, the Hedging Provider and Morgan Stanley Mortgage Servicing Limited, acting as security trustee for itself and for the Loan Finance Parties (in this capacity, the “Security Trustee”), the Borrower assigned to the Security Trustee by way of first security interest all of the Borrower's rights as against the Hedging Provider under and pursuant to the Hedging Agreement, subject to the terms of the Fund Intercreditor Agreement. The Hedging Agreement Charge contains the express consent

70 of the Hedging Provider thereto. Enforcement Under the Hedging Agreement Charge, the security created thereby can be enforced upon the occurrence of a default under any of the Loan Finance Documents and all benefit accruing to the Security Trustee upon enforcement of the Hedging Agreement Charge is required to be held on trust for the Security Trustee itself and for and on behalf of the other Loan Finance Parties subject to the terms of the Loan Finance Documents, including the Fund Intercreditor Agreement. Governing law The Hedging Agreement Charge is governed by English law. The Loss Payee Clause The Insurance Company has incorporated a loss payee clause appendix to the Insurance Policy (the “Loss Payee Clause”) pursuant to which the Insurance Company undertakes, among other things: (i) that it will not pay any indemnity in an amount exceeding Euro 100,000 other than to the Post-securitisation Agent for the account of the Term Lenders and the Capex Lenders, (ii) that it will not pay any indemnity equal to or less than Euro 100,000 other than to the Fund which undertakes to utilise the indemnity paid to repair the damages in respect of which the indemnity was paid, (iii) to pay all amounts of indemnity exceeding Euro 100,000 to the Fund's Insurance Payments Account, (iv) to notify the Agent of the renewal of the Insurance Policy within 15 days from the renewal date, and (v) to promptly notify the Agent of any failure of the Fund to pay premiums due or of any withdrawal event and to maintain the Insurance Policy in full force and effect for 14 days following such notice and accept payment of premiums from the Post-securitisation Agent, the Depositary Bank or any of the Term Lenders and the Capex Lenders prior to the expiration of such 30 day term, (vi) to promptly notify the Post-securitisation Agent any action or failure which would invalidate the Insurance Policy, (vii) not to modify the Insurance Policy or the Loss Payee Clause without the prior written consent of the Post-securitisation Agent, and (viii) to renounce to any surrogatory action in relation to the Fund’s rights. It is expected that, in accordance with the Insurance Company's undertaking contained in the Loss Payee Clause, the Insurance Company will replace the Loss Payee Clause with a new loss payee clause on the same terms and conditions as the Loss Payee Clause in favour of the Issuer. The Mortgage On 30 December 2005 and on 31 March 2006 the Borrower entered into the mortgage deeds (together, the “Mortgage Deed”), pursuant to which the Borrower granted in favour of the Term Lenders and the Capex Lenders a first ranking mortgage on the Coni Properties listed from 1 to 9 in “The Coni Deeds of sale” above (the “Mortgage”) in order to secure the repayment and the correct fulfilment of the obligations deriving from the Term A Facility Agreement, the Term B Facility Agreement and the Capex and Working Capital Facility Agreement, in the following amounts: 1. Euro 683,419,200 in relation to the Term Loan A Facility Agreement; 2. Euro 112,237,850 in relation to the Term B Facility Agreement; and 3. Euro 80,000,000 in relation to the Capex and Working Capital Facility Agreement. The Mortgage Deed expressly provides that the Mortgage will be transferred as a consequence of the assignment of the credit rights arising from the Term Facility Agreements in favour of the relevant assignee. Pursuant to the Term Facility Agreement the Borrower agreed to enter into the relevant Mortgage Deed and procure the registration of the Mortgage on the Coni Property listed under 10 in “The Coni Deeds of sale” above due to Cultural Heritage Legislation , within 30 calendar days starting from the day on which the term provided for by the law for the exercise of the pre-emption right has elapsed. The Special Lien and the Lease Payments Priority Interest For a description of the Special Lien and the Lease Payments Priority Interest, see “Selected Aspects of Italian Law - The MEF Decrees” and “Selected Aspects of Italian Law”.

71 The Fund Intercreditor Agreement On 30 December 2005, as amended on 22 June 2006, the Management Company, the Borrower, MS Bank, as Term Lender, Intesa, as Term Lender, Capex Lender and Pre-securitisation Agent, BNL, as Term Lender and Capex Lender, Morgan Stanley Mortgage Servicing Limited, as Post-Securitisation Agent, and BNL, as Depositary Bank, entered into an intercreditor agreement (the “Fund Intercreditor Agreement”). On 11 January 2006, the Hedging Provider became a party to the Fund Intercreditor Agreement by way of its execution of an accession agreement. Intesa and Morgan Stanley & Co. International Limited are also parties to the Fund Intercreditor Agreement in the capacity of hedging providers but they have no role in such capacity as they are not hedging providers with respect to the Facility Agreements. The Fund Intercreditor Agreement provides that the assignee of the rights and benefits of the Loan Finance Parties under the Loan Transaction Documents in the event of a securitisation (i.e. the Issuer) shall become a party to the Fund Intercreditor Agreement as a Loan Finance Party in place of the initial Loan Finance Parties by way of its execution of an accession agreement. It is expected that on or about the Issue Date, the Issuer will execute an accession agreement and become a party to the Fund Intercreditor Agreement.

The Fund's Accounts Under the Fund Intercreditor Agreement, the Management Company agrees to instruct the Depository Bank regarding the application of the Borrower’s Available Funds or other amounts standing to the credit of the Fund’s Accounts, exclusively upon having received from the Agent the details as to the Borrower’s Available Funds and the application thereof. Under the Fund Intercreditor Agreement, the Borrower undertakes to maintain the Fund's Accounts and to procure that (i) payments from the Hedging Provider under the Hedging Agreement are credited to the Hedging Payments Account; (ii) payments made under the MEF Warranty and Indemnity Deed are credited to the Indemnity Payments Account; (iii) all amounts deriving from the lease, rent and hire of the Properties are credited to the Lease Payments Account; (iv) payments made by insurance companies under the Insurances are credited to the Fund’s Insurance Payments Account; and (v) all proceeds from the sale of Properties are credited into the Sales Proceeds Account;

Loan Orders of Priority Pursuant to the Fund Intercreditor Agreement, at any time prior to the occurrence of any Loan Event of Default under any of the Facility Agreements, on each Loan Interest Payment Date, the Agent is required to apply the Borrower’s Available Funds, in accordance with the Loan Pre-Event of Default Order of Priority (as set forth below). At any time after the occurrence of any Loan Event of Default, the Agent is required to apply the Borrower’s Available Funds in accordance with the Post Event of Default Order of Priority (as set forth below). The Loan Pre-Event of Default Order of Priority for any Loan Interest Payment Date is: (i) first, pari passu and pro rata in respect of (a) all the fees, costs, expenses and taxes that are due and payable on that date relating to the ordinary activity and management of the Fund, (including but not limited to any fee due to the Real Estate Advisor and the annual fixed fee due to the Management Company and the Depository Bank) as set forth under the original terms of the Management Rules (but excluding the variable fees to be due to the Management Company on capital gains realised on the sale of the Properties), any insurance premium due to the Insurance Company; (b) all the costs due and payable on that date which have been properly incurred by the Fund to third party service providers engaged for the purposes of any sale of a Property (the “Relevant Sale”); (c) all taxes (including, without limitation, applicable value added tax) due and payable by the Fund to the relevant tax authorities on that date which have been properly incurred by the Fund and are directly attributable to the Relevant Sale; (d) any tax and duly documented cost due and payable by the Fund on that date (excluding any Breakage Cost), incurred by the Fund in connection with any Indemnity received after the previous Loan Interest Payment Date; (e) all the fees, costs and expenses that are due and payable on that date relating to the ordinary and extraordinary maintenance works carried out on the Properties which, pursuant to the Lease Agreements and the Facility Agreements, are to be borne by the Fund (for the avoidance of any doubt the fees, costs and expenses specified under (e) letter do not include

72 the amounts due and payable by the Fund in relation to works carried out in order to improve and/or develop a Property); and (f) ongoing and upfront fees, costs and expenses; (ii) second, to be retained in the Lease Payments Account up to an amount of Euro 50,000 payable, during each Loan Interest Period, to third parties, irrespective of whether the Interest Coverage Ratio is above or below the threshold established in the Facility Agreements; (iii) third, to the Lenders, the Agent and the Depositary Bank pari passu and pro rata among them, for any fees and/or reimbursement of expenses incurred by the same, under the Intercreditor Agreement, the other Loan Documents, the Convenzione di Banca Depositaria or any fee letter related thereto; (iv) fourth, to the Hedging Provider, as to amounts due and payable under the Hedging Agreement, other than as Early Termination Amount (as defined below); (v) fifth, to the Lenders, pari passu and pro rata among them, as to amounts due and payable other than for principal under the Facility Agreements, the Loan Security Documents, the Security Interests and the Intercreditor Agreement; (vi) sixth, to the Lenders, pari passu and pro rata among them, as to amounts due and payable for principal under the Facility Agreements, the Security Documents the Security Interests and the Intercreditor Agreement; (vii) seventh, to the Hedging Provider, as to amounts due and payable under the Hedging Agreement for Early Termination Amount; (viii) eighth, if the Interest Coverage Ratio falls below the limits set forth in the Facility Agreements, to the credit of the Lease Payments Account an account to be opened by the Fund for this purpose and pledged in favour of the Lenders; (ix) ninth, to third parties, to the extent not satisfied under item (iii) above; (x) tenth, to the Management Company for incentive fees as set forth under the original terms of the Management Rules; and (xi) eleventh, to the Fund, as to any residual amount, by means of transfer to the Excess Amounts Account, such amounts to be used by the Fund in accordance with the Management Rules. The Loan Post Event of Default Order of Priority for any Loan Interest Payment Date is: (i) first, in respect of (a) all the costs due and payable on that date which have been properly incurred by the Fund to third party service providers engaged for the purposes of any Relevant Sale; (b) all taxes (including, without limitation, applicable value added tax) due and payable by the Fund to the relevant tax authorities on that date which have been properly incurred by the Fund and are directly attributable to the Relevant Sale; (c) any tax and duly documented cost due and payable by the Fund on that date, incurred by the Fund in connection with any Indemnity received after the previous Loan Interest Payment Date, (d) third parties, including tax authorities, (e) to the Depositary Bank for any fees and/or reimbursement of expenses incurred by the same, under the Convenzione di Banca Depositaria; (ii) second, to the Lenders and the Agent, pari passu and pro rata among them, for any fees or reimbursement of expenses incurred by the same, under this Agreement and the other Loan Documents, or any fee letter related thereto; (iii) third, to the Hedging Provider as to amounts due and payable under the Hedging Agreement, other than as Early Termination Amount; (iv) fourth, to the Lenders, pari passu and pro rata among them, as to amounts due and payable other than for principal under the Facility Agreements, the Security Documents, the Security Interests and the Intercreditor Agreement; (v) fifth, to the Lenders, pari passu and pro rata among them, as to amounts due and payable for principal under the Facility Agreements, the Security Documents, the Security Interests and the Intercreditor Agreement; (vi) sixth, to the Hedging Provider as to amounts due and payable under the Hedging Agreement for Early Termination Amount;

73 (vii) seventh, to the Management Company in respect of the annual fixed fee due to it; (viii) eighth, to the Management Company in respect of the incentive fees set forth under the original terms of the Management Rules; and (ix) ninth, to the Fund, as to any residual amount, by means of transfer to the Excess Amounts Account, such amounts to be used by the Fund in accordance with the Management Rules. Pursuant to the Fund Intercreditor Agreement, the Depositary Bank, as instructed in writing by the Fund, may (a) effect the payments in respect of the expenses referred to under items from (i) to (iii) of the Loan Pre-Event of Default Order of Priority (but excluding any fee to be paid to the Management Company) during any Loan Interest Period, or (b) grant the Management Company with the amount necessary for the payment in respect of property tax (ICI) relating to the Properties to be effected by the Fund during the month immediately following the date of request, but only up to 13 June and 13 December, as appropriate, provided that the following conditions are met (a) the payments are effected using exclusively the amounts standing to the credit of the Lease Payments Account corresponding to the amount of the proceeds of the lease of any Properties other than the Properties leased under the ADD Lease Agreement, (b) no Cash Sweep Event has occurred, (c) the ADD has not breached any provision under the ADD Lease Agreement, and (d) none of the undertakings provided for in the Term Facility Agreements has been breached. Under the Fund Intercreditor Agreement, the payments of the fees in accordance with the Fee and Out of Pocket Expenses Letter and Transaction Costs (as defined in the Facility Agreements) are not paid under the Orders of Priority but are covered by amounts credited to the Capex and Agency Fee Account and the Arrangement Fees Account (being the portion of the Term Loans drawn on the Disbursement Date up to a certain maximum amount). Defined Terms

The above defined terms are used with the following meanings given to them in the Fund Intercreditor Agreement.

“Agent” means the Pre-securitisation Agent and the Post-securitisation Agent, as the case may be. “Early Termination Amount” means an amount equal to (i) any amount payable to the Hedging Provider pursuant to Section 6 (e) of the Hedging Agreement as a result of the early termination of the Hedging Agreement caused by any default, bankruptcy or ratings related additional termination event of the Hedging Provider less (ii) any premium previously received by the Fund from any replacement Hedging Provider in respect of any new Hedging Agreement entered into in replacement of such terminated Hedging Agreement. “Excess Amounts Account” means the account of the Fund opened by the Management Company for the deposit of any Borrower’s Available Funds after the payment of all required payments in priority pursuant to the relevant Loan Order of Priority. “Borrower’s Available Funds” means, on any Loan Interest Payment Date, the sum of: (i) the amounts standing to the credit of the Fund's Sales Proceeds Account, less any amount standing thereto as guarantee (caparra or deposito cauzionale) for the sale of any of the Properties; (ii) the amounts standing to the credit of the Fund's Lease Payments Account; (iii) the amounts standing to the credit of the Fund's Hedge Payments Account with the inclusion of the amounts expected to be received on or prior to the immediately following Loan Interest Payment Date from the Hedging Provider under the Hedging Agreement, other than of any amount received in respect of any swap termination payments (to the extent used or to be used in connection with the entering into replacement hedging agreements) and/or payments from the swap collateral; (iv) the amounts standing to the credit of the Fund's Insurance Payments Account; (v) the amounts standing to the credit of the Fund's Cash Indemnity Account; (vi) the proceeds arising out of the liquidation of Fund Eligible Investments, if any; and (vii) the Enforcement Proceeds, if any.

74 The amounts credited to the Coni Payment Account do not constitute Borrower’s Available Funds. “Eligible Institution” means a bank with a short-term senior unsecured unsubordinated rating at least equal to A-1+ (by S&P), P-1 (by Moody’s) and F1 (by Fitch) and a long-term senior unsecured unsubordinated rating at least equal to A1 (by Moody’s). “Fund Eligible Investments” means any investments in any short-term financial instruments (i) representing borrowed money obligations, comprising of bonds; (ii) denominated in Euro; (iii) which have an outstanding principal balance that pursuant to their terms may not be reduced as a result of the occurrence or non- occurrence of an event or circumstance other than payment default, insolvency or tax event relating to the issuer or similar event or circumstance; (iv) are capable of being held in Euroclear and/or Clearstream, Luxembourg; (v) which have a short term rating at least equal to A-1+ (by S&P), P-1+ (by Moody’s) and F- 1+ (by Fitch); (vi) investment in deposits which banks which have a short term rating at least equal to A-1+ (by S&P), P-1+ (by Moody’s) and F-1+ (by Fitch). “Eligible Investments Proceeds” means any amounts deriving from the sale or reimbursement of the Fund Eligible Investments or any interest accrued thereon. “Enforcement Proceeds” means any and all proceeds obtained through the enforcement of any of the Security Interests or other assets of the Fund. Exercise of rights Pursuant to the Fund Intercreditor Agreement, each party, other than the Borrower, undertakes that, unless previously agreed by the Agent, it shall abstain from filing or requesting any winding-up proceeding against the Borrower or from soliciting the commencement of a winding-up proceeding against the Borrower or from joining other parties in the filing for the commencement of any winding-up proceeding against the Borrower. It also contains provisions that, unless through the Agent pursuant to the Intercreditor Agreement: (i) each Loan Finance Party shall not exercise its rights vis-à-vis the Borrower under the relevant Loan Finance Documents; and (ii) at any time after any of the Loan Security Interests has become enforceable in accordance with its respective terms, each Loan Finance Party may not enforce any such Loan Security Interests. The Depositary Bank Under the Fund Intercreditor Agreement, the Management Company is required to procure that there is always a Depositary Bank for the duration of the agreement. If the Depositary Bank is not approved by the Rating Agencies as Eligible Institution, the Management Company shall (i) appoint a substitute Depositary Bank which is an Eligible Institution or, (ii) arrange to sub-deposit the amounts standing to the credit of the Funds’ Accounts with a sub-depositary bank, indicated by the Agent, which is an Eligible Institution, the accounts on which such amounts are sub-deposited to be pledged in favour of the Loan Finance Parties, or, with the consent of the Agent, (iii) cause the Depositary Bank to provide additional guarantees from one or more Eligible Institutions (including third party guarantees), which are in form and substance satisfactory to the Agent. At all times after the Securitisation, the substitute Depositary Bank, the sub-depositary bank or the provider of the additional guarantees, shall be an Eligible Institution. Appointment of the Agent Under the Fund Intercreditor Agreement, each of the Loan Finance Parties appoints (i) the Pre-Securitisation Agent, until the date on which a Securitisation is effected, to act as its undisclosed agent (mandatario senza rappresentanza), and (ii) the Post-Securitisation Agent (or any entity named by it), from the date on which a Securitisation is effected, to act as its disclosed agent (mandatario con rappresentanza) under and in connection with the Loan Security Documents. Prior to the Securitisation, the Agent is required to act in accordance with instructions given to it by the Lenders. Following the Securitisation and upon the occurrence of a Loan Event of Default, the Agent may exercise the rights of the Loan Finance Parties including the enforcement of the Loan Security Documents. If the Agent fails to file proofs of claim by the 10th Business Day before the last day for such filing, any of the Loan Finance Parties may file on their own behalf, but proceeds arising from such enforcement must be

75 segregated and transferred to the Agent to be applied in accordance with the terms of the Intercreditor Agreement. The Agent is required to calculate the Borrower’s Available Funds on each day which is 3 Business Days prior to each Loan Interest Payment Date and notify the Fund and the Finance Parties thereof on the immediately following Business Day. The Agent is also appointed to make any calculation required to be made under the Intercreditor Agreement and the Facility Agreements. Under the Loan Intercreditor Agreement, on each day which is 2 Business Days prior to each Loan Interest Payment Date, or before any date on which payments are to be effected by the Borrower under the Loan Transaction Documents, the Agent is required to deliver a notice to the Borrower and each of the other parties to the Fund Intercreditor Agreement, a notice (the “Agent’s Notice”) containing, among other things, (i) the quantification of the proceeds arising out of the sale of the Fund Eligible Investments, if any; (ii) quantification of the Fund Available Funds; (iii) a statement of the amounts which will be required to be paid out of each of the Fund’s Accounts in accordance with the applicable Loan Order of Priority on the following Loan Interest Payment Date; (iv) a statement of the principal amounts which will be outstanding under each of the Facility Agreements after the payments required to be made on the following Loan Interest Payment Date are made; and (v) a statement of the amounts standing to the credit of each of the Fund’s Accounts after the payments required to be made on the following Loan Interest Payment Date are made. The Agent is also required to segregate any Enforcement Proceeds from all other monies that it holds for its own benefit and apply them in accordance with the relevant Loan Order of Priority. Fund Eligible Investments The Fund Intercreditor Agreement provides that if, at any time in any Loan Interest Period but during the last 15 days thereof, the aggregate balance in the Fund’s Accounts exceeds the Account Threshold (as defined below), the excess amount must be invested in Fund Eligible Investments, provided that the Fund Eligible Investments and proceeds therefrom are deposited into accounts opened with the Depository Bank and pledged in favour of the Loan Finance Parties. Fund Eligible Investments are required to be disinvested and transformed into Fund Eligible Investments Proceeds not later than six Business Days prior to the immediately following Loan Interest Payment Date to the extent necessary to meet the Borrower's obligations not covered by other Borrower’s Available Funds. “Account Threshold” means Euro 500,000. Decisions of the Lenders Pursuant to the Fund Intercreditor Agreement, the Lenders take decisions by a favourable vote of at least two thirds of their aggregate outstanding participation in the Facility Agreements, except for certain decisions which require unanimous approval, such as verification of financial ratios, amendments to maturity, payments mechanisms and covenants in the Facility Agreements; and enforcement of rights under the Loan Security Documents.

If the Agent has to take a decision in relation to the Capex and Working Capital Facility Agreement and the interest of the Capex Lenders conflicts with the interest of the Term Lenders, it give prevalence to the interests of the Capex Lenders and will act on the basis of their instructions. Notwithstanding anything to the contrary the Term Lenders (and the Agent on their behalf) cannot agree to any amendment of the Term Facility Agreements which may negatively affect the interest of the Capex Lenders and (b) the Capex Lenders (and the Agent on their behalf) cannot agree to any amendment of the Capex and Working Capital Facility Agreement which may affect the interest of the Term Lenders. Governing law The Fund Intercreditor Agreement is governed by Italian law.

76 THE PRINCIPAL SECURITISATION DOCUMENTS The description of the Securitisation Documents set out below is a summary of certain features of such Securitisation Documents and is qualified in its entirety by reference to the detailed provisions of such Securitisation Documents. Prospective Noteholders may inspect a copy of such Securitisation Documents upon request at the specified office of the Representative of the Noteholders and at the specified office of the Paying Agents.

The Transfer Agreement On 22 June 2006, the Issuer, the Transferors, the Borrower and the Post Securitisation Agent entered into a transfer agreement (the “Transfer Agreement“), pursuant to which each of the Term Lenders has (i) assigned and transferred to the Issuer, without recourse (pro soluto), the Claims, in accordance with Articles 1 and 4 of the Securitisation Law; and (ii) assigned to the Issuer any security, guarantee, collateral, surety or insurance policy granted for the benefit of the Lenders by the Borrower or any third party for the discharge of the obligations and undertakings of the Borrower arising from the Term Facility Agreements and from any other Loan Finance Document with effect from the Issue Date (the “Transfer Date“). The Issuer has undertaken in the Transfer Agreement to pay the aggregate amount of Euro 397,828,000.00 as purchase price (the “Purchase Price”). Pursuant to the Transfer Agreement interest accrued on the Term Loans from the Disbursement Date until 30 June 2006 (the “Accrued Loan Interest”) will be paid to the Transferors, which will be entitled to retain the interest accrued from the Disbursement Date until the Issue Date (the “Pre-issue Accrued Loan Interest”). Any difference between the Accrued Loan Interest and the Pre-issue Accrued Loan Interest (adjusted to take into account any EURIBOR mismatches between the EURIBOR set at the Disbursement Date and the EURIBOR set at the Issue Date), will be paid by the Transferors to the Issuer at the Issue Date. Pursuant to Article 4 of the Securitisation Law and in accordance with Article 58 of the Banking Act, the Issuer is expected to publish the notice of the assignment of the Claims pursuant to the Transfer Agreement on the Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) and to file the notice with the Companies’ Register (Registro delle Imprese) on or before the Issue Date. The assignment of the ancillary Claims arising from the MEF Warranty and Indemnity Receivables Assignment and the Lease Payments Assignment of the ADD Lease Agreement, the ADE Lease Agreement and the ADT Lease Agreement has been made on 22 June 2006 by way of execution of separate notarial deeds among the Issuer, the Transferors, the Borrower and the Post Securitisation Agent for the purpose of Articles 69 and 70 of Decree 2440. The Transfer Agreement is governed by Italian law. The Servicing Agreement On or before the Issue Date, the Issuer, the Representative of the Noteholders, the Post-Securitisation Agent, the Law 130 Servicer and the Primary Servicer entered into a servicing agreement (the “Servicing Agreement“). According to the Servicing Agreement, the Law 130 Servicer will be responsible for the management of the Claims and for cash and payment services (soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento) pursuant to Article 2, paragraph 6, of the Securitisation Law. The Law 130 Servicer will be also responsible for ensuring that such activities comply with the provisions and regulations of Italian law. In addition to the above, the Law 130 Servicer shall agree inter alia to: (i) verify the compliance of the Securitisation with the Securitisation Law and the Offering Circular; (ii) supervise and monitor the management and administration of the Claims by the Primary Servicer and the collection of monies and the recovery of any amount in relation thereto, in accordance with the Guidelines; (iii) provide to any interested party to the Securitisation Documents copies of all documents received by it from the Issuer or the Primary Servicer in connection with the Claims;

77 (iv) procure the Primary Servicer to take any administrative, judicial or other action which is required to be taken by the Law 130 Servicer for the purposes of preserving and/or enforcing the Claims on behalf of the Issuer; (v) promptly deliver to the Issuer, the Primary Servicer and the Cash Manager copies of all notices, demands, letters or other documents delivered by it or received by it in connection with the Claims; (vi) maintain and keep, if necessary, the Archivio Unico Informatico with respect to the Claims and procure compliance by the Issuer with any regulatory provisions concerning money laundering applicable to the Issuer; (vii) prepare and deliver the Law 130 Servicer’s Report (as defined in the Servicing Agreement); (viii) collect and organise all data and information necessary to enable the Issuer and the Issuer Corporate Services Provider, as the case may be, to comply with the Banca d’Italia central risk monitoring system (Centrale Rischi), if and to the extent applicable, and the Banca d’Italia supervisory system applicable to financial intermediaries enrolled in the register provided for Article 107 of the Banking Act (Segnalazioni di Vigilanza) pursuant to the relevant laws and regulations; and (ix) cooperate with the Primary Servicer in the preparation of the Primary Servicer’s Report. Furthermore, the Law 130 Servicer shall undertake, inter alia, to verify that all payments made and received by or on behalf of the Issuer under or in connection with the Securitisation Documents have been made in compliance with the rules set forth in the relevant Securitisation Document and in any case in compliance with the Securitisation Law. In addition to the above, the Primary Servicer shall agree to carry out certain special servicing activities in relation to the maintenance, collection and enforcement of the Claims, and inter alia: (i) management and administration of the Claims and collection of any monies and recovery of any amount in relation thereto, in accordance with the Bank of Italy Guidelines; (ii) take any administrative, judicial or other action which it deem to be necessary or desirable to be taken for the purpose of preserving and/or enforcing the Claims; (iii) timely take all action required in connection with the Claims pursuant to Article 2943 of the Italian Civil Code to ensure that none of the Claims is prescribed pursuant to Article 2946 of the Italian Civil Code, also relying, to this extent, on legal advice from a firm of lawyers expert on the matter in the Issuer’s jurisdiction (which may be reasonably requested) at the Issuer expense; (iv) commencement, continuance, prosecution and follow-up of any actions, including enforcement proceedings against the Borrower and any other debtor in connection with the Claims, provided that, if the Issuer is required to do so under any of the Loan Documents, the Primary Servicer shall avail itself of (and direct) the Agent to carry out such activities in accordance with the Loan Documents, provided that the Primary Servicer shall be entitled to rely on legal advice from a firm of lawyers expert on the matter in the Issuer’s jurisdiction (which may be reasonably requested) at the Issuer expense; (v) prepare and execute any necessary statements or other instruments to maintain the validity and enforceability of the Claims and to maintain any guarantees and other security interest pertaining thereto fully enforceable; (vi) prepare with the co-operation of the Law 130 Servicer, and make available or send all periodical reports required under applicable banking regulations or any other applicable regulations; (vii) carry out any other activity expressly attributed to it under the Servicing Agreement; (viii) liase with the Agent on any matter relating to the Loan Documents; and (ix) prepare the preliminary servicing report and the servicing report (indicating the amounts paid by the Borrower) on the Loan Payment Date and deliver it to, among others, the Issuer, the Law 130 Servicer and the Cash Manager. Pursuant to the Servicing Agreement the Primary Servicer may agree to vary or amend the Loan Documents provided that:

78

(i) no Issuer Enforcement Notice has been given which remains in effect on the date on which the waiver, variation or amendment is agreed unless (i) the Extraordinary Resolution has granted its consent or (ii) the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such waiver, variation or amendment; (ii) the Issuer will not be required to make a further advance including, without limitation, any deferral of interest by reason of the relevant variation or amendment; (iii) the effect of such variation or amendment would not be to extend the final maturity date of the Term Facilities beyond the Final Maturity Date of the Loan without consent of the Meeting of the Noteholders of every class of receipt of notification that the then current ratings of the Notes will not be downgraded, withdrawn or qualified by such extension; (iv) the effect of such variation or amendment would not be to waive the outstanding principal balance of the Term Facilities unless (i) the Extraordinary Resolution has granted its prior written consent or (ii) the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such variation or amendment; (v) the effect of such variation or amendment would not be to vary the rate of interest payable in respect of the Term Facilities unless (i) the Extraordinary Resolution has granted its prior written consent or (ii) the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such variation or amendment; (vi) the Primary Servicer may not consent to the release and substitution of a Property unless it is in accordance with the Term Facilities, and such action does not result in the then current ratings of the Notes being downgraded, withdrawn or qualified. In addition, the Issuer has, pursuant to the Servicing Agreement, granted to the Primary Servicer the option to purchase, on any Payment Date, all, but not some, of the Term Loans, provided that on the Payment Date on which the Primary Servicer intends to purchase the Term Loans a Clean-up Event has occurred and is continuing. The Primary Servicer must give the Representative of the Noteholders and the Issuer not more than 60 nor less than 30 days' prior written notice of its intention to purchase the Term Loans. The purchase price to be paid by the Primary Servicer to the Issuer in respect of the Term Loans will be an amount equal to the then principal amount outstanding of those Term Loans and any accrued but unpaid interest thereon. Following the completion of such a purchase of those Term Loans by the Primary Servicer, in the case of the Issuer, all of its rights, title and interest in those Term Loans shall be transferred to the Primary Servicer. The Primary Servicer has been also granted with the duty to give instructions (in its sole discretion and taking into account solely the interests of the holders of the Class X Detachable Coupons) to the Issuer, with respect to the exercise by the latter of its rights arising out under Condition 6, letters (c), at the terms and condition provided for therein, upon the occurrence of one of the following events: (i) the Term Facilities being early repaid in whole during the Pre-Amortisation Period; or (ii) as a consequence of a change in law or in the Italian tax authorities’ interpretation of the law, the Issuer being required to deduct or withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction) from any payment of principal or interest under the Notes or would be subject to any taxes, duties, assessments or governmental charges of whatever nature imposed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein (or that amounts payable to the Issuer in respect of the Claims would be subject to withholding or deduction). Both the Law 130 Servicer and the Primary Servicer shall agree to perform the services required to each of them in accordance with all applicable laws and regulations in relation to the Claims and with the servicing standard detailed therein. In consideration of the services provided by the Law 130 Servicer and the Primary Servicer, the Issuer will pay to the Law 130 Servicer and the Primary Servicer, respectively, certain servicing fee on each Payment Date in accordance with the relevant Priority of Payments. The Servicing Agreement will be governed by Italian law.

79 The Issuer Intercreditor Agreement On or before the Issue Date, the Issuer, the Managers, the Arrangers, the Cash Manager, the Representative of the Noteholders, the Law 130 Servicer, the Primary Servicer, the Account Bank, the Principal Paying Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent and the Issuer Corporate Services Provider entered into an intercreditor agreement (the “Issuer Intercreditor Agreement”). The Issuer Intercreditor Agreement shall set out the orders of Priority of Payments to be made out of the Issuer Available Funds and the parties thereto shall agree that certain costs of the transaction, including the amounts payable to the various agents of the Issuer appointed in connection with the issue of the Notes, will be funded from the Issuer Available Funds and will therefore be included in the Issuer Priority of Payments. The parties to the Issuer Intercreditor Agreement shall agree that the obligations of the Issuer to each Noteholder and to each of the other Issuer Secured Creditors will be limited recourse obligations of the Issuer. Accordingly, the Noteholders and the other Issuer Secured Creditors will have a claim against the Issuer only to the extent of the Issuer Available Funds, in each case subject to, and as provided in, the Issuer Intercreditor Agreement and the other Securitisation Documents. Pursuant to the Issuer Intercreditor Agreement, the Issuer will grant the Representative of the Noteholders (acting in its capacity as representative of the Noteholders) a mandate pursuant to which the Representative of the Noteholders will be authorised to exercise, in the name and on behalf of the Issuer and in the interest and for the benefit of the Issuer Secured Creditors: (i) before an Issuer Enforcement Notice has been served, all the Issuer’s contractual rights arising out of the Securitisation Documents (including, inter alia, the right to waive any breach of the Borrower under any of the Loan Documents) upon a failure by the Issuer to do so; and (ii) subject to an Issuer Enforcement Notice being served following the occurrence of an Issuer Enforcement Event, all the Issuer’s contractual rights arising out of the Securitisation Documents to which the Issuer is a party. The Issuer Intercreditor Agreement shall also set forth the circumstances under which the Issuer is entitled to sell the Claims. The Issuer Intercreditor Agreement also sets forth the circumstances in which the Fund is entitled to receive any money remaining to the Issuer after the payment of all items of the Priority of Payments. In the exercise and performance of all its powers, authorities and duties (including the exercise of the Issuer’s rights granted to the Representative of Noteholders by means of the above mandate), the Representative of the Noteholders shall have regard to the interests of the Noteholders and the interests of the other Issuer Secured Creditors and, in case of conflicts, to the interests of the holders of the most senior class of Notes. The Issuer Intercreditor Agreement shall governed by Italian law. The Cash Management and Agency Agreement On or before the Issue Date, the Cash Manager, the Account Bank, the Paying Agents, the Luxembourg Listing Agent, the Issuer and the Representative of the Noteholders entered into a Cash Management and Agency Agreement (the “Cash Management and Agency Agreement”). Pursuant to the Cash Management and Agency Agreement, the Cash Manager and the Account Bank shall agree to provide the Issuer with certain calculation, notification and reporting services together with account handling and cash management services in relation to moneys from time to time standing to the credit of the Issuer Accounts. Under the terms of the Cash Management and Agency Agreement, the Cash Manager shall agree to arrange for the prompt investment of the amounts standing to the credit of the Payments Account in Issuer Eligible Investments (as directed in writing by the Issuer from time to time) in accordance with the terms contained thereunder and the Issuer shall open in Italy with an Eligible Institution the Securities Account into which the Issuer Eligible Investments shall be deposited. Pursuant to the Cash Management and Agency Agreement the Cash Manager shall prepare and deliver, subject to receipt of the reports to be prepared by the Primary Servicer pursuant to the Servicing Agreement to the Issuer, the Account Bank, each of the Paying Agents, the Law 130 Servicer, the Primary Servicer, the Rating Agencies, the Issuer Corporate Services Provider and the Representative of the Noteholders, two

80 Business Days prior to each Payment Date, a report with respect to the Collection Period ending on the Collection Date immediately preceding the next following Payment Date showing all payments to be made in accordance with the Priority of Payments. In addition, the Cash Manager shall prepare and deliver to, among others, the Issuer and the Issuer Corporate Services Provider the information to be inserted in the liquidity shortfall notice to be sent in accordance with the Issuer Liquidity Facility Agreement. The Principal Paying Agent shall also agree to maintain certain books and records in connection with the transaction on behalf of the Issuer. In addition the Cash Manager shall prepare and deliver by two Business Days prior to each Payment Date, to the Issuer, the Law 130 Servicer, the Primary Servicer, the Paying Agents and the Representative of the Noteholders a pool factor report. The Cash Management and Agency Agreement shall be governed by Italian law. The Issuer Liquidity Facility Agreement On or before the Issue Date, the Issuer, the Issuer Liquidity Facility Provider, the Issuer Corporate Services Provider, the Cash Manager and the Representative of the Noteholders entered into a liquidity facility agreement (the “Issuer Liquidity Facility Agreement”), pursuant to which the Issuer Liquidity Facility Provider agreed to make available to the Issuer a 364 day renewable committed facility in a maximum aggregate amount equal to Euro 45 million. Upon reimbursement of the principal amount outstanding under the Notes, the above available aggregate amount will be proportionally reduced. The amount of available Liquidity Facility to meet items from (i) to (xi) of the Interest Priority of Payment will be limited as follows: (i) the entire available Liquidity Facility on the Payment Date on which the relevant drawing is to be made to make the payments and provisions referred to in items (i) to (vi) of the Interest Priority of Payment; (ii) an amount not greater than 30% per cent. of the available Liquidity Facility on the Payment Date on which the relevant drawing is to be made to make the payments and provisions referred to in item (vii), (viii) and (ix) of the Interest Priority of Payment; (iii) an amount not greater than 10% per cent. of the Available Liquidity Facility on the Payment Date on which the relevant drawing is to be made to make the payments and provisions referred to in item (x) and (xi) of the Interest Priority of Payment. Interest on the amounts drawn under the Liquidity Facility Agreement will be equal to the arithmetic mean of the rates notified to the Liquidity Facility Provider quoted by the relevant reference banks as the rate at which deposits in euro are offered for the relevant drawing period by those reference banks to prime banks in the Euro-zone inter-bank market at or about 11.00 a.m. on that date, plus the relevant margin. The Liquidity Facility Agreement provides that upon occurrence of certain events the Liquidity Facility Provider shall pay an amount equal to the undrawn portion of the Liquidity Facility (the “Stand-by Amount”) into a bank account to be opened for such purpose in the name of the Issuer with (a) the Liquidity Facility Provider so long as the latter is an Eligible Institution, or (b) any other Eligible Institution, should the Liquidity Facility Provider cease to be an Eligible Institution. The Issuer Liquidity Facility Agreement will provide the Issuer with liquidity support in the event that (i) the Issuer Available Funds (without taking into account amounts rendered available by the Issuer Liquidity Facility Provider under the Issuer Liquidity Facility Agreement) as at any Payment Date are not sufficient to meet the Issuer’s obligation to pay, inter alia and subject to certain conditions, interest due under the Notes and the Class X Detachable Coupons and all other amounts ranking in priority to or pari passu with such payments, and (ii) the Issuer is entitled to make a payment to the Hedging Provider under the Hedging Agreement. The Issuer Liquidity Facility Agreement shall be governed by Italian law. The Deed of Pledge On or before the Issue Date, the Issuer, the Account Bank, the other Issuer Secured Creditors and the Representative of the Noteholders entered into a pledge agreement (the “Deed of Pledge“) pursuant to which the Issuer (a) will pledge (i) its credit rights vis-à-vis the Account Bank in respect of the credit balance from

81 time to time on any of the Collection Account, the Principal Accumulation Account and the Payments Account, including any interest payable thereon and in accordance with and to the extent provided for under the Legislative Decree no. 170 of 21 May 2004, article 9, paragraph 2, letter b, in respect of any amounts that may be credited or acquired as substitution or integration of the amounts initially or at any time credited into any of such accounts, and (ii) any existing and future monetary claims and rights and all the amounts (including, but not limited to, payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is, or will be, entitled pursuant to any Securitisation Documents to which the Issuer is a party (other than amounts due in respect of the Claims) vis-à-vis each relevant counterparty arising from or in connection with the Securitisation Documents (other than the Securitisation Documents governed by English law), and (b) will undertake to pledge, in favour of the Representative of the Noteholders acting in the name, on behalf and for the benefit of itself and the other Issuer Secured Creditors, any security credited into the Securities Account, to the extent opened in Italy with an Eligible Institution. The Deed of Pledge shall be governed by Italian law. The Deed of Charge On or before the Issue Date, the Issuer and the Representative of the Noteholders will enter into a deed of charge (the “Deed of Charge”) pursuant to which the Issuer, with full title guarantee, will create in favour of the Representative of the Noteholders and to be held by it as security trustee upon trust for itself and for and on behalf of the Noteholders and the other Issuer Secured Creditors a first security interest over the Issuer’s interest arising under the Hedging Agreement Charge. The Deed of Charge shall be governed by English law. The Issuer Corporate Servicing Agreement On or before the Issue Date, the Issuer, the Issuer Corporate Services Provider and the Representative of the Noteholders will enter into a corporate services agreement (the “Issuer Corporate Servicing Agreement“), under which the Issuer Corporate Services Provider will agree to provide the Issuer with certain management, administrative and secretarial services to the Issuer and other services necessary, convenient and incidental to the performance of the Issuer’s duties and obligations in connection with the Securitisation and in compliance with Italian tax and civil laws. In particular the Issuer Corporate Services Provider shall perform, inter alia, the following services: (i) use of space at the Issuer Corporate Services Provider’s premises; (ii) provide a secretary for the Issuer’s quotaholders’ or internal auditors’ meetings or formal proceedings (if any) of the issuer; (iii) keep, on behalf of the Issuer: (a) the libro soci (quotaholders’ register); (b) the libro giornale riepilogativo and the conti di mastro riepilogativi; (c) the libro degli inventari riepilogativo with respect to the receivables section; (d) the registro delle fatture, the registro degli acquisti; (e) the libro dei cespiti ammortizzabili; and (f) all other books of account and accounting and tax records required by Italian laws and regulations; (iv) arrange for any formality and the making of any payment required by any applicable laws or regulations to be made in connection with the Issuer’s books; (v) keep relationships with the competent Registro delle Imprese and Camera di Commercio, dell’Industria, dell’Agricoltura e dell’Artigianato on behalf of the Issuer and, in particular, prepare and arrange all that is necessary that the Issuer should comply with in relation to its being registered therewith; (vi) prepare and provide copies of the Issuer’s annual financial statements in compliance with all applicable laws and regulations and the rules of any stock exchange on which any debt securities of the Issuer are listed, and effect, on behalf of the Issuer, all periodical reports required under Italian anti-money laundering and banking or stock exchange regulations (including, without limitation, any reports required by the Luxembourg Stock Exchange), with the exclusion of the statistical currency notices (comunicazioni valutarie statistiche) to the Ufficio Italiano dei Cambi; (vii) administer all matters relating to taxation of the Issuer;

82 (viii) prepare and file on behalf of the Issuer any tax form in compliance with all applicable laws and regulations and make on behalf of the Issuer any tax payments, including but not limited to VAT, payments in compliance with all applicable laws and regulations; (ix) liase with Ufficio Italiano dei Cambi and Bank of Italy on behalf of the Issuer and any other competent authority and prepare and file on behalf of the Issuer any form, communication or document that may be required by any applicable laws and regulations, including under Legislative Decree No. 196 of 30 June 2003 and including the supervisory notices (segnalazioni di vigilanza) to Bank of Italy and the currency notices (segnalazioni valutarie) to Ufficio Italiano Cambi; (x) act on behalf of the Issuer in relation to any supporting or accounting functions required in respect of any redemption or purchase of Notes or exchange of Notes. The Issuer Corporate Services Provider may be replaced by the Issuer on certain conditions. The Issuer Corporate Servicing Agreement is governed by Italian law. Subscription Agreement For a description see “Subscription and sale”, below.

83 USE OF PROCEEDS The net proceeds from the issue of the Notes, equal to Euro 397,828,000.00, will be applied by the Issuer in settlement of the Purchase Price of the Claims on the Issue Date pursuant to the Transfer Agreement.

84 EXPECTED AVERAGE LIFE OF THE NOTES The expected average life of the Notes cannot be predicted, as the actual rate at which the Term Loans amortise and a number of other relevant factors are unknown. Actual performance is subject to factors largely or in some cases (for example, general economic conditions and the condition of the Italian real estate market) entirely outside the control of the Issuer, the Management Company or any party to the Securitisation. Calculated estimates as to the expected average life of the Notes can be made based on certain assumptions. These estimates have certain inherent limitations. No representations are made that such estimates are accurate, nor that all assumptions relating to such estimates have been considered or stated nor that such estimates will be realised. (See also- “Risk factors - Uncertainty of Projected Cash Flows”). The expected weighted average life of the Notes has been calculated based on the following assumptions: - the Notes are issued in June 2006; - disposal plan of properties in accordance with the Business Plan of the Borrower; - refinancing of the Term Loans on the Step-up Date; - no default under the Loan Documents; - no tenant default under the ADD Lease Agreement or other lease agreements; - only principal payments arising from property disposals and cash sweep events are taken into consideration, no indemnity payments or other principal payments have been accounted for; Based on the above assumptions the expected average life of the Class A Notes is 4.0 years and of the Class B Notes is 6.4 years and of the Class C Notes is 6.4 years and of the Class D Notes is 6.4 years, of the Class E Notes is 6.4 years and of the Class E Notes is 6.4 years. In case, there is no refinancing on the step-up date, the expected average life of the Class A Notes is 4.3 years and of the Class B Notes is 8.0 years and of the Class C Notes is 8.0 years and of the Class D Notes is 8.0 years, of the Class E Notes is 8.0 years and of the Class E Notes is 8.0 years.

% of initial principal outstanding of respective class of Notes based on the above assumptions:

Period Ending Class A Class B Class C Class D Class E Class F 31/12/2006 100% 100% 100% 100% 100% 100% 30/06/2007 100% 100% 100% 100% 100% 100% 31/12/2007 100% 100% 100% 100% 100% 100% 30/06/2008 72% 100% 100% 100% 100% 100% 31/12/2008 65% 100% 100% 100% 100% 100% 30/06/2009 58% 100% 100% 100% 100% 100% 31/12/2009 52% 100% 100% 100% 100% 100% 30/06/2010 45% 100% 100% 100% 100% 100% 31/12/2010 41% 100% 100% 100% 100% 100% 30/06/2011 22% 100% 100% 100% 100% 100% 31/12/2011 20% 93% 93% 93% 93% 93% 30/06/2012 19% 89% 89% 89% 89% 89% 31/12/2012 0% 0% 0% 0% 0% 0%

85 The following table shows the sensitivity of the weighted average life to the different implementation of the Business Plan:

Scenario- Speed of Class A Class B Class C Class D Class E Class F BP implementation Expected Expected Expected Expected Expected Expected WAL WAL WAL WAL WAL WAL 6 months faster to 3.6 6.3 6.3 6.3 6.3 6.3 Base Case

Base Case 4.0 6.4 6.4 6.4 6.4 6.4

6 months slower to 4.3 6.4 6.4 6.4 6.4 6.4 Base Case

12 months slower to 4.6 6.5 6.5 6.5 6.5 6.5 Base Case

18 months slower to 4.9 6.5 6.5 6.5 6.5 6.5 Base Case

It is expected that the proceeds deriving from the Term Loans, as securitised assets, will have the capacity to serve the payments due and payable on the Notes. However there is no assurance that the Fund will be able to meet its obligations under the Loan Agreements.

The average lives of the 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.

86 THE PROPERTIES The Properties

The Properties transferred to the Fund pursuant to the Coni Deeds of Sale, the Transfer Decree and the Contribution Decree include 75 properties, with a net lettable area of 496,333 square meters. Most of the Properties are self-contained assets utilised by the Public Administration Users. Please note that:

(i) unless specifically stated otherwise, the information below is updated as of 15 December 2005, the date of the Property Appraiser valuation report. A post-closing verification of floor space on 7 Pool A Properties and 2 Pool B Properties has been carried out during the month of January 2006. The results of this verification have not been reflected in the description of the Properties. For additional information regarding the Portfolio updated as of the date of this Offering Circular and the results of the verification, please see “The Properties - Events which occurred after the Initial Appraisal” below;

(ii) the Transfer of the Property with address at Piazza Serenissima, Peschiera del Garda, Verona, Italy, is ineffective due to historical and heritage limitations on its sale, as notified by the Ministry of Cultural Heritage (see “The Properties - Other post closing events”), thus if such property is not replaced the Portfolio will be composed by 74 properties;

(iii) the Property Appraiser has carried out a full valuation on all Properties except for the Property with address at Via Cignani 40, Forlì (Italy), for which the valuation was carried out on a desktop basis, without having conducted any physical inspection of the Property and on the basis of limited information.

Valuation Process and Due Diligence by the Property Appraiser

The valuations carried out by the Property Appraiser have been performed in accordance with (i) the criteria set forth by the Bank of Italy and, (ii) the principles of the RICS Appraisal and Valuation Standards (V Edition), with the objective of determining:

• Property-by-Property estimated market rental value p.a.;

• Property-by-Property market value (fair market value);

• Portfolio fair market value (i.e., a fair discount that the market would apply to the aggregate of the Market Values of the Properties, were they to be disposed of as a portfolio).

The real estate due diligence process carried out on the Portfolio encompassed the following main activities:

• collection and analysis of all the information and documentation concerning the Properties made available to the Management Company and/or the Property Appraiser;

• on-site visits:

assessing the conditions of the local real estate market and undertaking market research for comparables;

determining the current status and administrative position of the Properties through:

- town planning enquiries at the relevant municipal office;

- the assessment of the current position with planning charges and planning gain costs (oneri di urbanizzazione);

87 - analysis of the types of future development which would meet the requirements of the General Municipal Masterplan;

- the assessment of future planning charges and planning gain costs which would be payable in the event of a change of use of the Properties in order to maximise their future values in the market;

measuring the Properties from floor plans and AutoCAD drawings made available by the Contributing Entities in order to calculate the gross developed, commercial and the lettable areas for each building and floor. For 9 Properties the post-closing due diligence entailed surface measurements undertaken on site with laser equipment;

conducting an initial environmental site assessment;

performing a physical evaluation of the buildings.

In order to determine the market value (fair market value), the Property Appraiser employed alternative valuation methodologies, consistent with international standards and practice and in line with the Bank of Italy guidelines:

• Discounted Cash Flow (DCF) approach, used for most of the Properties, which is based:

on the calculation of the expected future net income derived from the rental income and operating costs of the Properties;

on the calculation of the expected market disposal value of the Properties, using either the direct capitalisation approach or the comparative approach;

on the discount of the net cash flow generated to the date of the valuation at a discount rate that reflects, inter alia, the intrinsic risk of each Property in terms of location, size, use and structural characteristics.

• Comparable method approach for smaller and trading Properties, which is based on recent comparable market transactions.

• Re-conversion method for some Pool A Properties, which is based on the discounted cash-flows of an assumed re-conversion or redevelopment of the Property.

Further details on the valuation and due diligence undertaken by the Property Appraiser are included in the report which will be made available to investors who sign a confidentiality agreement in the form delivered by the Arrangers.

Portfolio Overview

As of 30 December 2005 the Portfolio consists of 75 Properties on the assumption that the two Properties with address at Via Confienza 10, Turin, and Piazza Santa Maria degli Angeli 1, Naples, (the “Suspended Transfer Properties”) have been transferred to the Fund. The main use of such Properties is office, with a Net Lettable Area of 496,333 square metres, mainly located in central and semi-central areas in the major Italian cities. The Market Value of the Portfolio as of 30 December 2005, as resulting from the appraisal report prepared by the Property Appraiser, is equal to approximately Euro 723 million.

For the purpose of this section "Net Lettable Area" means the gross area at net of the technological rooms, cavediums, staircases and elevators wells, and “Market Value” means the market value of the Properties as appraised by the Independent Appraiser as of the date on which the Contribution Decree is effective equal to Euro 723,327,000.

88 The Contribution Value (as defined below), which reflects the value at which the Properties have been contributed or transferred to the Fund, is equal to approximately Euro 651 million, that is the Portfolio Market Value net of the 10% discount applied on the Transfer and Contribution of each of the Properties, as determined by the Property Appraiser.

The Properties have an Occupancy Rate (as defined below) of approximately 90% (based on Net Lettable Area) and an initial Gross Passing Yield from gross rents of 6.2% on Market Value and 6.9% on the initial portfolio value (i.e. the value at which the Portfolio has been transferred by means of the Contribution and the Transfer to the Fund).

90% of the Portfolio by Market Value is composed of 57 entire buildings, and the remaining 10% of 18 portions of buildings, mainly used as small offices or retail spaces.

The Properties have been split in two sub-portfolios, Pool A and Pool B. Pool A comprises all the Properties, either contributed or transferred to the Fund, which are subject to the ADD Lease Agreement. Pool B comprises the Properties which either are leased to Public Entities or third parties based on standard lease agreements or are vacant. The Property with address at Via de’ Vecchietti 13, Florence, which is part of Pool B, includes a portion which is subject to the ADD Lease Agreement.

An overall description of the main characteristics of the Properties is shown in the following table, which indicates for each Property, (i) the location, (ii) the Pool (A or B) of which the Property is part, (iii) the Market Value, (iv) the value at which it has been contributed/transferred to the Fund (the “Contribution Value”), (v) the Net Lettable Area, (vi) the main use calculated on the basis of the actual occupancy of the Net Lettable Area (the “Main Use”), (vii) the occupancy rate, calculated as the ratio between (a) the Net Lettable Area net of vacant portions, and (b) the Net Lettable Area (the “Occupancy Rate”), (vii) the initial gross passing yield, intended as the ratio between the Rental Income (determined on the basis of the rent as of 30 December 2005) and the Contribution Value of each Property (the “Gross Passing Yield”).

In representing the lease term dates, the Property Appraiser refers to "lease break date" as the date at which the lease agreement legally expires and to "lease end date" as the date at which the lease agreement would expire should the existing tenant exercise the extension option.

89 Net Gross Urban Market Market Contribution % of Lettable % of Main Occup. Passing Town Address Location Pool Value Value(1) Value Total Area(2) Total Use(3)(4) Rate(5) Yield(6) € '000 € / sqm € '000 % sqm % % % Roma Via Boglione, 55, 63, 73, 81, 87 Periphery A 61,469 1,299 55,322 8.5% 47,311 9.5% Office 100% 8.7% Roma Via Fornovo, 8 Semicentral B 40,669 2,847 36,602 5.6% 14,287 2.9% Office 100% 6.6% Roma Via di Ripetta, 246 Central B 31,200 4,140 28,080 4.3% 7,536 1.5% Office 91% 4.2% Roma Via Solferino, 5 (già 15/17) Central B 12,500 3,093 11,250 1.7% 4,041 0.8% Office 100% 6.2% Roma Via S.M. della Battaglia, 44 Central A 12,300 5,153 11,070 1.7% 2,387 0.5% Office 100% 7.2% Roma Viale Manzoni, 30 Central A 11,200 6,117 10,080 1.5% 1,831 0.4% Office 100% 7.1% Roma Via Oreste Tommasini, 1 - 3 Semicentral B 9,180 2,308 8,262 1.3% 3,977 0.8% Office 100% 3.7% Roma Via Reno, 1 Semicentral A 9,000 5,668 8,100 1.2% 1,588 0.3% Office 100% 7.1% Roma Viale del Policlinico, 137 Semicentral A 7,944 4,306 7,150 1.1% 1,845 0.4% Office 100% 7.1% Roma Via Reggio Calabria, 54 Central B 7,610 1,506 6,849 1.1% 5,052 1.0% Hotel 100% 0.1% Roma Via Mentana, 4/6 Central A 7,330 3,237 6,597 1.0% 2,265 0.5% Office/Police Stat 100% 8.2% Roma Via Ravenna, 14 Semicentral B 7,110 3,152 6,399 1.0% 2,256 0.5% Office 100% 3.6% Roma Via Catania, 9 Semicentral B 7,000 2,696 6,300 1.0% 2,596 0.5% Office - - Roma Piazza Bologna, 60 Semicentral B 5,430 2,249 4,887 0.8% 2,414 0.5% Retail 100% 2.5% Roma Via Caffarelletta, 104 Semicentral B 2,120 1,527 1,908 0.3% 1,388 0.3% Hotel 100% 6.5% Roma Via Pietro della Valle, 1 Central B 1,610 4,423 1,449 0.2% 364 0.1% Office - - Total Roma 233,672 2,310 210,305 32.3% 101,137 20.4% Milano Via Vittor Pisani, 26 Semicentral B 11,480 2,455 10,332 1.6% 4,677 0.9% Office 100% 2.5% Milano Via A. Cesari, 20 / Via G. Frugoni, 47 Periphery A 8,530 1,465 7,677 1.2% 5,822 1.2% Police TC 100% 8.6% Milano Via Privata Grado, 6 Periphery B 5,400 1,146 4,860 0.7% 4,713 0.9% Office 53% 2.2% Milano Via dell'Aprica, 18 Semicentral B 2,230 1,147 2,007 0.3% 1,945 0.4% Office 40% 1.6% Milano Via Coni Zugna, 71 Central B 1,950 3,391 1,755 0.3% 575 0.1% Office - - Total Milano 29,590 1,669 26,631 4.1% 17,731 3.6% Cassina de P. (Milano) Via Roma, 108 - Edificio B Periphery B 14,500 951 13,050 2.0% 15,252 3.1% Office 56% 3.8% Cassina de P. (Milano) Via Roma, 108 - Edificio E Periphery B 14,300 938 12,870 2.0% 15,252 3.1% Office 29% 2.6% Segrate (Milano) via Cassanese, 224 Periphery B 6,550 1,417 5,895 0.9% 4,624 0.9% Office 40% 3.4% Segrate (Milano) via Cassanese, 224 Periphery B 1,730 1,261 1,557 0.2% 1,372 0.3% Office 47% 4.0% Total Greater Milano 66,670 1,229 60,003 9.2% 54,231 10.9% Firenze Via S. Caterina d'Alessandria, 23/25 Central B 22,800 2,047 20,520 3.2% 11,138 2.2% Office 100% 8.2% Firenze Via della Fortezza, 8 Central A 18,000 1,984 16,200 2.5% 9,073 1.8% Office 100% 8.0% Firenze Via Panciatichi, 20 Periphery A 10,000 1,770 9,000 1.4% 5,650 1.1% Office 100% 8.4% Firenze Via de' Vecchietti, 13 (7) Central B 9,070 3,850 8,163 1.3% 2,356 0.5% Office 97% 5.7% Total Firenze 59,870 2,122 53,883 8.3% 28,216 5.7% Trieste Via Damiano Chiesa , 7/9/11 Periphery A 20,400 789 18,360 2.8% 25,840 5.2% Police TC 100% 10.2% Trieste Via Teatro Romano , 17 Central A 11,380 1,812 10,242 1.6% 6,279 1.3% Office 100% 8.2% Total Trieste 31,780 989 28,602 4.4% 32,119 6.5% Genova Via F. Aprile, 1- Via B. Partigiane, 2 Central A 28,467 1,709 25,620 3.9% 16,660 3.4% Office 100% 8.2% Napoli Piazza Duca degli Abruzzi, 31 Semicentral A 16,100 1,274 14,490 2.2% 12,641 2.5% Office 100% 8.5% Napoli Piazza Santa Maria degli Angeli (8) Central B 4,160 2,245 3,744 0.6% 1,853 0.4% Office - - Total Napoli 20,260 1,398 18,234 2.8% 14,494 2.9% Source: Issuer based on the Property Appraiser valuation (1) On Net Lettable Area (2) Net Lettable Area: data provided by the Property Appraiser (3) Main Use: based on Net Lettable Area as provided by the Property Appraiser (4) Police TC= Police Training Centre, Fire Dep.=Fire Department, Police Stat = Police Station (5) Occupancy Rate: based on Net Lettable Area and calculated based on information provided by the Property Appraiser (6) Based on Contribution Value (7) The gross rent of this asset is partially allocated to the MLA (8) Suspended Transfer Property

90 Net Gross Market Market Contribution % of Lettable % of Main Occup. Passing Town Address Location Pool Value Value(1) Value Total Area(2) Total Use(3)(4) Rate(5) Yield(6) € '000 € / sqm € '000 % sqm % % % Vicenza Via Santa Maria Nuova, 2/3/4 Central A 15,100 1,115 13,590 2.1% 13,540 2.7% Police TC 100% 8.5% Vicenza Via Farini, 3 Semicentral A 4,930 794 4,437 0.7% 6,211 1.3% Office/Fire Dep 100% 9.1% Total Vicenza 20,030 1,014 18,027 2.8% 19,751 4.0% Piacenza Viale Malta, 11 Central A 19,700 1,210 17,730 2.7% 16,283 3.3% Police TC 100% 8.2% Varese Via Frattini, 1 Semicentral A 17,600 1,471 15,840 2.4% 11,966 2.4% Office 100% 8.8% Torino Via Confienza, 10 Central B 15,100 1,396 13,590 2.1% 10,820 2.2% Office 100% 9.0% Torino Corso Stati Uniti, 10 Semicentral B 1,930 2,157 1,737 0.3% 895 0.2% Office - - Total Torino 17,030 1,454 15,327 2.4% 11,715 2.4% Senigallia (Ancona) Via delle Caserme, 8 Central A 15,900 978 14,310 2.2% 16,266 3.3% Police TC 100% 9.2% Bolzano Via Druso, 46 Semicentral A 14,900 1,111 13,410 2.1% 13,408 2.7% Police TC 100% 8.4% Brescia Viale Vittorio Veneto, 1 Semicentral A 14,800 1,126 13,320 2.0% 13,138 2.6% Police TC 100% 8.6% Cremona Via Amilcare Ponchielli, 2 Central A 10,400 1,353 9,360 1.4% 7,688 1.5% Office 100% 8.2% Cremona Via dei Tribunali, 6 Central B 4,200 1,167 3,780 0.6% 3,600 0.7% Office 100% 8.0% Total Cremona 14,600 1,293 13,140 2.0% 11,288 2.3% Pescara Via Salaria Vecchia, 13 Semicentral A 14,300 1,217 12,870 2.0% 11,754 2.4% Police TC 100% 9.0% Foggia Piazzale Italia, 2 Central A 14,000 990 12,600 1.9% 14,141 2.8% Police TC 100% 9.2% La Spezia Via Nazario Sauro, 1 Semicentral A 13,900 1,001 12,510 1.9% 13,887 2.8% Police TC 100% 9.5% Peschiera (Verona) Piazza Serenissima Central A 11,500 1,227 10,350 1.6% 9,369 1.9% Police TC 100% 9.0% Cagliari Località San Lorenzo Periphery A 11,300 1,008 10,170 1.6% 11,206 2.3% Office 100% 9.0% Padova Via Brigata Padova, 18 Central A 6,680 1,010 6,012 0.9% 6,613 1.3% Office/Police Stat 100% 8.9% Padova Via Tiziano Aspetti, 259 Semicentral B 3,500 1,518 3,150 0.5% 2,305 0.5% Office - - Padova Via degli Scrovegni, 7/9 Central B 683 1,793 615 0.1% 381 0.1% Office - - Total Padova 10,863 1,168 9,777 1.5% 9,299 1.9% Vibo Valentia Piazza d'Armi Periphery A 10,700 640 9,630 1.5% 16,713 3.4% Police TC 100% 10.5% Verona Via don Carlo Steeb, 13-15 Central B 2,950 2,067 2,655 0.4% 1,427 0.3% Office - - Verona Via Murari Bra, 35 Semicentral B 7,600 988 6,840 1.1% 7,689 1.5% Office 72% 6.6% Total Verona 10,550 1,157 9,495 1.5% 9,116 1.8% Siena Via Pantaneto, 45 Central B 9,960 3,175 8,964 1.4% 3,137 0.6% Office 100% 3.8% Venezia Calle Pindemonte - Pal. Friedenberg Central B 6,500 2,483 5,850 0.9% 2,618 0.5% Office - - Venezia San Marco 4019 - Calle S. Paternian Central B 1,320 4,112 1,188 0.2% 321 0.1% Office 100% 3.1% Total Venezia 7,820 2,661 7,038 1.1% 2,939 0.6% Cuneo Via De Gasperi, 71 Periphery A 4,420 718 3,978 0.6% 6,157 1.2% Office/Fire Dep 100% 9.7% Cuneo Via De Gasperi, 73 Periphery A 1,970 814 1,773 0.3% 2,420 0.5% Office/Police Stat 100% 8.6% Total Cuneo 6,390 745 5,751 0.9% 8,577 1.7% Prato (Firenze) Via Paronese, 100/A Periphery B 5,300 913 4,770 0.7% 5,806 1.2% Office/Fire Dep 100% 9.9% Belluno Via Jacopo Tasso, 18 Central A 4,390 1,503 3,951 0.6% 2,920 0.6% Office 100% 8.0% Ferrara Via Palestro, 64 Central B 2,150 1,113 1,935 0.3% 1,931 0.4% Office - - Ferrara Via Porta S. Pietro, 57 Central B 970 1,840 873 0.1% 527 0.1% Office - - Total Ferrara 3,120 1,269 2,808 0.4% 2,458 0.5% Fidenza (Parma) Piazza Gioberti, 5-7 Central A 3,056 1,295 2,750 0.4% 2,360 0.5% Office 100% 7.8% Cosenza Via Trieste, 94 Central B 2,730 1,006 2,457 0.4% 2,715 0.5% Office - - Caserta Viale Vittorio Veneto, s.n.c. Central A 2,690 1,257 2,421 0.4% 2,140 0.4% Office 100% 8.5% Pievelago (Modena) Via Matilde di Canossa Semicentral B 1,700 412 1,530 0.2% 4,125 0.8% Hotel - - Ascoli Piceno Via Rua della Scala, 2/4/6/8 Central B 1,430 1,482 1,287 0.2% 965 0.2% Office - - Benevento Via Piermarini, 45 Central B 954 1,184 859 0.1% 806 0.2% Office - - Rieti Via Tancia, 20 Central B 434 895 391 0.1% 485 0.1% Office - - Massa Carrara Via F. Crispi, 11 Central B 415 1,453 374 0.1% 286 0.1% Office - - Frosinone Via F. Brighindi Central B 313 934 282 0.0% 335 0.1% Office - - Forlì Via Cignani, 40 (già 22) Central B 233 1,942 210 0.0% 120 0.0% Office - -

Total Pool A 434,356 1,287 390,920 60.0% 337,371 68% 100% 8.6% Total Pool B 288,971 1,818 260,074 40.0% 158,962 32% 67% 4.4% Total Portfolio 723,327 1,457 650,994 100.0% 496,333 100% 89% 6.9% Source: Issuer based on the Property Appraiser valuation (1) On Net Lettable Area (2) Net Lettable Area: data provided by the Property Appraiser (3) Main Use: calculated based on information provided by the Property Appraiser (4) Police TC= Police Training Centre, Fire Dep.=Fire Department, Police Stat = Police Station (5) Occupancy Rate: calculated based on information provided by the Property Appraiser (6) On Contribution Value (7) The gross rent of this asset is partially allocated to MLA (8) Suspended Transfer Property

91 PORTFOLIO BREAKDOWN BY REGION

Pool A No. Properties Net Lettable Area Rental Income Contribution Value Region # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Lazio 6 8.0% 57,227 11.5% 7,940,878 17.6% 98,319,000 15.1% 1,718 8.1% Lombardia 4 5.3% 38,614 7.8% 3,978,838 8.8% 46,197,000 7.1% 1,196 8.6% Veneto 5 6.7% 38,653 7.8% 3,341,986 7.4% 38,340,000 5.9% 992 8.7% Liguria 2 2.7% 30,547 6.2% 3,294,611 7.3% 38,130,001 5.9% 1,248 8.6% Friuli-Venezia-Giulia 2 2.7% 32,119 6.5% 2,711,933 6.0% 28,602,000 4.4% 891 9.5% Toscana 2 2.7% 14,723 3.0% 2,046,620 4.5% 25,200,000 3.9% 1,712 8.1% Emilia-Romagna 2 2.7% 18,643 3.8% 1,674,502 3.7% 20,480,400 3.1% 1,099 8.2% Campania 2 2.7% 14,781 3.0% 1,435,000 3.2% 16,911,000 2.6% 1,144 8.5% Marche 1 1.3% 16,266 3.3% 1,320,000 2.9% 14,310,000 2.2% 880 9.2% Trentino Alto Adige 1 1.3% 13,408 2.7% 1,121,860 2.5% 13,410,000 2.1% 1,000 8.4% Others 6 8.0% 62,391 12.6% 4,784,181 10.6% 51,021,000 7.8% 818 9.4% Total 33 44.0% 337,371 68.0% 33,650,409 74.5% 390,920,401 60.0% 1,159 8.6%

Pool B No. Properties Net Lettable Area Rental Income Contribution Value Region # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Lazio 12 16.0% 44,731 9.0% 5,085,639 11.3% 112,658,400 17.3% 2,519 4.5% Lombardia 9 12.0% 52,010 10.5% 1,791,186 4.0% 56,106,000 8.6% 1,079 3.2% Toscana 5 6.7% 22,723 4.6% 2,955,904 6.5% 42,790,500 6.6% 1,883 6.9% Veneto 6 8.0% 14,742 3.0% 487,025 1.1% 20,297,700 3.1% 1,377 2.4% Piemonte 2 2.7% 11,715 2.4% 1,221,842 2.7% 15,327,000 2.4% 1,308 8.0% Campania 2 2.7% 2,659 0.5% - 0.0% 4,602,600 0.7% 1,731 0.0% Emilia-Romagna 4 5.3% 6,703 1.4% - 0.0% 4,547,700 0.7% 678 0.0% Calabria 1 1.3% 2,715 0.5% - 0.0% 2,457,000 0.4% 905 0.0% Marche 1 1.3% 965 0.2% - 0.0% 1,287,000 0.2% 1,334 0.0% Total 42 56.0% 158,962 32.0% 11,541,596 25.5% 260,073,900 40.0% 1,636 4.4%

Grand total 75 100.0% 496,333 100.0% 45,192,006 100.0% 650,994,301 100.0% 1,312 6.9%

Source: Issuer based on the Property Appraiser valuation

PORTFOLIO BREAKDOWN BY CITY

Pool A No. Properties Net Lettable Area Rental Income Contribution Value City # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Roma 6 8.0% 57,227 11.5% 7,940,878 17.6% 98,319,000 15.1% 1,718 8.1% Trieste 2 2.7% 32,119 6.5% 2,711,933 6.0% 28,602,000 4.4% 891 9.5% Genova 1 1.3% 16,660 3.4% 2,104,611 4.7% 25,620,001 3.9% 1,538 8.2% Firenze 2 2.7% 14,723 3.0% 2,046,620 4.5% 25,200,000 3.9% 1,712 8.1% Vicenza 2 2.7% 19,751 4.0% 1,560,008 3.5% 18,027,000 2.8% 913 8.7% Piacenza 1 1.3% 16,283 3.3% 1,460,000 3.2% 17,730,000 2.7% 1,089 8.2% Varese 1 1.3% 11,966 2.4% 1,400,708 3.1% 15,840,000 2.4% 1,324 8.8% Napoli 1 1.3% 12,641 2.5% 1,230,000 2.7% 14,490,000 2.2% 1,146 8.5% Ancona 1 1.3% 16,266 3.3% 1,320,000 2.9% 14,310,000 2.2% 880 9.2% Bolzano 1 1.3% 13,408 2.7% 1,121,860 2.5% 13,410,000 2.1% 1,000 8.4% Others 15 20.0% 126,327 25.5% 10,753,792 23.8% 119,372,400 18.3% 945 9.0% Total 33 44.0% 337,371 68.0% 33,650,409 74.5% 390,920,401 60.0% 1,159 8.6%

Pool B No. Properties Net Lettable Area Rental Income Contribution Value City # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Roma 10 13.3% 43,911 8.8% 5,085,639 11.3% 111,986,100 17.2% 2,550 4.5% Grater Milano (1) 8 10.7% 48,410 9.8% 1,489,059 3.3% 52,326,000 8.0% 1,081 2.8% Firenze 2 2.7% 13,493 2.7% 2,141,543 4.7% 28,683,000 4.4% 2,126 7.5% Torino 2 2.7% 11,715 2.4% 1,221,842 2.7% 15,327,000 2.4% 1,308 8.0% Verona 2 2.7% 9,116 1.8% 449,779 1.0% 9,495,000 1.5% 1,042 4.7% Siena 1 1.3% 3,137 0.6% 343,160 0.8% 8,964,000 1.4% 2,857 3.8% Venezia 2 2.7% 2,939 0.6% 37,245 0.1% 7,038,000 1.1% 2,395 0.5% Prato 1 1.3% 5,806 1.2% 471,201 1.0% 4,770,000 0.7% 822 9.9% Cremona 1 1.3% 3,600 0.7% 302,127 0.7% 3,780,000 0.6% 1,050 8.0% Padova 2 2.7% 2,686 0.5% - 0.0% 3,764,700 0.6% 1,401 0.0% Others 11 14.7% 14,148 2.9% - 0.0% 13,940,100 2.1% 985 0.0% Total 42 56.0% 158,962 32.0% 11,541,596 25.5% 260,073,900 40.0% 1,636 4.4%

Grand total 75 100.0% 496,333 100.0% 45,192,006 100.0% 650,994,301 100.0% 1,312 6.9% Source: Issuer based on the Property Appraiser valuation

PORTFOLIO BREAKDOWN BY MAIN USE

Pool A No. Properties Net Lettable Area Rental Income Contribution Value Use # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Office 16 21.3% 143,545 28.9% 17,438,451 38.6% 211,766,401 32.5% 1,475 8.2% Police Training Centre 12 16.0% 170,160 34.3% 14,190,073 31.4% 156,357,000 24.0% 919 9.1% Office/Police Station 3 4.0% 11,298 2.3% 1,230,716 2.7% 14,382,000 2.2% 1,273 8.6% Office/Fire Department 2 2.7% 12,368 2.5% 791,169 1.8% 8,415,000 1.3% 680 9.4% Total 33 44.0% 337,371 68.0% 33,650,409 74.5% 390,920,401 60.0% 1,159 8.6%

Pool B No. Properties Net Lettable Area Rental Income Contribution Value Use # % of gr tot sqm % of gr tot € % of gr tot € % of gr tot €/sqm Entry yield Office 37 49.3% 140,177 28.2% 10,817,160 23.9% 240,129,900 36.9% 1,713 4.5% Hotel 3 4.0% 10,565 2.1% 132,933 0.3% 10,287,000 1.6% 974 1.3% Office/Fire Department 1 1.3% 5,806 1.2% 471,201 1.0% 4,770,000 0.7% 822 9.9% Retail 1 1.3% 2,414 0.5% 120,301 0.3% 4,887,000 0.8% 2,024 2.5% Total 42 56.0% 158,962 32.0% 11,541,596 25.5% 260,073,900 40.0% 1,636 4.4% Grand total 75 100.0% 496,333 100.0% 45,192,006 100.0% 650,994,301 100.0% 1,312 6.9% Source: Issuer based on the Property Appraiser valuation

92

The following table shows the distribution of the Properties on the basis of their Market Value.

Net Overall Cumulative Lettable Market Market Market Market Value No. Assets Area Value Value Value Euro '000 sqm Euro '000 % % <= 5,000 28 50,930 61,168 8.5% 8.5% 5,001 - 10,000 18 71,020 136,194 18.8% 27.3% 10,001 - 20,000 23 251,611 320,960 44.4% 71.7% > 20,000 6 122,772 205,005 28.3% 100.0% Total 75 496,333 723,327 100.0% 100.0%

Source: Issuer based on the Property Appraiser valuation

In terms of portfolio concentration, the top 16 Properties represent 51% of the Market Value of the Portfolio, and the top 31 Properties 76% of the Market Value of the Portfolio.

MARKET VALUE CONCENTRATION

120% 100% 80% 76% 60% 40% 51% 20% 0% 0 5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 No. of Assets

Source: Issuer based on the Property Appraiser valuation

The Locations of the Properties

The Properties are located throughout Italy, with Central Italy accounting for 47% of the Market Value, while the North and South account for 44% and 9% respectively. The Properties are mainly concentrated in urban areas of major cities, as shown in the following charts.

93 GEOGRAPHIC DIVERSIFICATION BY MARKET VALUE

Greater Milano - €66.7 MM (9.2%) Bolzano - €14.9 MM (2.1%) Varese - €17.6 MM (2.4%) Brescia - €14.8 MM (2.0%) Cremona - €14.6 MM (2.0%) Trieste - €31.8 (4.4%)

Vicenza - €20.0 MM (2.8%) Torino - €17.0 MM (2.4%) Peschiera del G. - €11.5 MM (1.6%) Cuneo - €6.4 MM (0.9%) Padova - €10.9 MM (1.5%) Verona - €10.5 MM (1.5%) Venezia - €7.8 MM (1.1%) Belluno - €4.4 (0.6%)

Piacenza - €19.7 MM (2.7%) Ferrara - €3.1 MM (0.4%) Fidenza - €3.1 MM (0.4%) Genova - €28.5 MM (3.9%) Pievelago - €1.7 MM (0.2%) La Spezia - €13.9 MM (1.9%) Forlì - €0.2 MM (<0.1%)

Senigallia - €15.9 MM (2.2%) Firenze – €59.9 MM Ascoli Piceno - €1.4 MM (0.2%) (8.3%) Siena - €10.0 MM (1.4%) Pescara - €14.3 MM (2.0%) Prato - €5.3 MM (0.7%) Massa Carrara - €0.4 MM (0.1%) Foggia - €14.0 MM (1.9%) Roma - €233.7 MM (32.3%) Rieti - €0.4 MM (0.1%) Frosinone - €0.3 MM (<0.1%)

Napoli - €20.3 MM (2.8%) Caserta - €2.7 MM (0.4%) Benevento - €0.9 MM (0.1%)

Cagliari - €11.3 MM (1.6%)

Vibo Valentia - €10.7 MM (1.5%) 44% North Cosenza €2.7 MM (0.4%)

47% Centre

9% South

Source: Issuer based on the Property Appraiser valuation

Based on Market Value:

• 50% of the Portfolio is concentrated in three main cities: Rome, Greater Milan (which includes Milan, Cassina de Pecchi and Segrate) and Florence. The remaining Portfolio is located in major provincial cities, mainly in Northern and Central Italy;

• 76% of the Portfolio is located in central and semi-central city locations and 24% in peripheral areas. Among the assets located in the periphery, 73% are subject to the ADD Lease Agreement.

94 The following charts provide a breakdown of the Portfolio by location.

CONTRIBUTION VALUE CONTRIBUTION VALUE DISTRIBUTION BY URBAN GEOGRAPHIC DISTRIBUTION LOCATION

Periphery Rom a 24% Othe r 32% 40%

Semi Central Gre ate r 30% Milano Central Napoli 9% 3% 46% Ge nova Trieste Fire nze 4% 4% 8%

Source: Issuer based on the Property Appraiser valuation

Properties Destinations of Use

Based on Market Value, 69% of the Portfolio has office space (including offices and public offices) as main use, the rest being primarily used as police training centre (24%), fire brigade centres/police stations (4%) and other miscellaneous destinations of use. The following charts provide a breakdown of Portfolio by main use.

BREAKDOWN OF CONTRIBUTION VALUE BY MAIN BREAKDOWN OF RENTAL INCOME USE BY MAIN USE

Police Police TC Office TC 24% 31% 69% Office 62% Fire De p/Poli Fir e ce Stat De p/Poli Othe r 4% Other ce Stat 3% 1% 6%

Source: Issuer based on the Property Appraiser valuation

Office properties include office spaces used either by the public administration, including central authorities and Ministries, which are instrumental for the purpose of their activities, or by private tenants and large corporates.

Police Training Centres occupy 12 building complexes with multiple uses, including offices, training classrooms and dormitories, located in major provincial cities. These Properties are part of Pool A and subject to the ADD Lease Agreement.

Fire departments/police stations are accommodated into 6 Properties located in Cuneo (2), Rome (1), Padua (1), Vicenza (1) and Prato (1). Five of these Properties are leased under the ADD Lease Agreement.

The Portfolio includes also 3 hotel Properties (2 of which located in Rome) and 1 retail Property (portion of a building located in Rome).

95 Portfolio Lease Profile

The following table shows the main information concerning the lease agreements relating to the Properties. In particular, the table shows for each Property: (i) the number of tenants, (ii) the main type of tenants based on the Rental Income as of 30 December 2005 (the “Main Type of Tenants”), (iii) the type of the prevailing lease agreement(s), (iv) the expiry dates of the lease agreements, (v) the Rental Income, and (vi) the Gross Passing Yield (based on Contribution Value).

The table takes into account the lease agreements signed after closing, relating to the Properties with address at Via Confienza 10, Turin (Italy) and Via Santa Caterina d’Alessandria 23/25, Florence (Italy) (Please refer to “Lease Agreements after Closing” below).

The Rental Income is equal to Euro 45,192,006, including the Suspended Transfer Properties.

The Gross Passing Yield on the Contribution Value for Pool A and Pool B Properties is 8.6% and 4.4% respectively. When excluding vacant properties which are assumed to be sold as “trading” assets on a vacant possession value in the Business Plan, Pool B Gross Passing Yield is 5.1%.

PORTFOLIO LEASE PROFILE

Earliest Expiry Dates Annualised Gross No. of Type of Break of Leases Rental Passing Town Address Tenants Main Type Prevailing Option Currently Income Yield(2) # of Tenants Contracts(1) Date(8) In Place(7) € '000 % Roma Via Boglione, 55, 63, 73, 81, 87 1 AdD MLA 2014 2023 4,810 8.7% Roma Via S.M. della Battaglia, 44 1 AdD MLA 2014 2023 792 7.2% Roma Viale Manzoni, 30 1 AdD MLA 2014 2023 717 7.1% Roma Via Reno, 1 1 AdD MLA 2014 2023 573 7.1% Roma Via Mentana, 4/6 1 AdD MLA 2014 2023 543 8.2% Roma Viale del Policlinico, 137 1 AdD MLA 2014 2023 506 7.1% Total Roma 7,941 Trieste Via Damiano Chiesa , 7/9/11 1 AdD MLA 2014 2023 1,874 10.2% Trieste Via Teatro Romano , 17 1 AdD MLA 2014 2023 838 8.2% Total Trieste 2,712 Genova Via F. Aprile, 1- Via B. Partigiane, 2 1 AdD MLA 2014 2023 2,105 8.2% Firenze Via della Fortezza, 8 1 AdD MLA 2014 2023 1,290 8.0% Firenze Via Panciatichi, 20 1 AdD MLA 2014 2023 757 8.4% Total Firenze 2,047 Vicenza Via Santa Maria Nuova, 2/3/4 1 AdD MLA 2014 2023 1,155 8.5% Vicenza Via Farini, 3 1 AdD MLA 2014 2023 405 9.1% Total Vicenza 1,560 Piacenza Viale Malta, 11 1 AdD MLA 2014 2023 1,460 8.2% Varese Via Frattini, 1 1 AdD MLA 2014 2023 1,401 8.8% Senigallia (Ancona) Via delle Caserme, 8 1 AdD MLA 2014 2023 1,320 9.2% Napoli Piazza Duca degli Abruzzi, 31 1 AdD MLA 2014 2023 1,230 8.5% La Spezia Via Nazario Sauro, 1 1 AdD MLA 2014 2023 1,190 9.5% Foggia Piazzale Italia, 2 1 AdD MLA 2014 2023 1,160 9.2% Pescara Via Salaria Vecchia, 13 1 AdD MLA 2014 2023 1,160 9.0% Brescia Viale Vittorio Veneto, 1 1 AdD MLA 2014 2023 1,149 8.6% Bolzano Via Druso, 46 1 AdD MLA 2014 2023 1,122 8.4% Vibo Valentia Piazza d'Armi 1 AdD MLA 2014 2023 1,010 10.5% Peschiera (Verona) Piazza Serenissima 1 AdD MLA 2014 2023 931 9.0% Cagliari Località San Lorenzo 1 AdD MLA 2014 2023 915 9.0% Cremona Via Amilcare Ponchielli, 2 1 AdD MLA 2014 2023 770 8.2% Milano Via A. Cesari, 20 / Via G. Frugoni, 47 1 AdD MLA 2014 2023 659 8.6% Cuneo Via De Gasperi, 71 1 AdD MLA 2014 2023 386 9.7% Cuneo Via De Gasperi, 73 1 AdD MLA 2014 2023 153 8.6% Total Cuneo 539 Belluno Via Jacopo Tasso, 18 1 AdD MLA 2014 2023 316 8.0%

Source: Issuer based on the Property Appraiser valuation (1) MLA: ADD Lease Agreement; Standard: Italian standard lease contract (2) Based on Contribution Value

96 Earliest Expiry Dates Annualised Gross No. of Type of Break of Leases Rental Passing Town Address Tenants Main Type Prevailing Option Currently Income Yield(1) # of Tenants Contracts Date(8) In Place(7) € '000 % Padova Via Brigata Padova, 18 1 AdD MLA 2014 2023 535 8.9% Fidenza (Parma) Piazza Gioberti, 5-7 1 AdD MLA 2014 2023 215 7.8% Caserta Viale Vittorio Veneto, s.n.c. 1 AdD MLA 2014 2023 205 8.5% Total Pool A 33,650 8.6% Roma Via Fornovo, 8 2 Public Administration STD 2007 2013-2017 2,425 6.6% Roma Via di Ripetta, 246 2 Public Administration STD 2010 2010-2011 1,169 4.2% Roma Via Solferino, 5 (già 15/17) 2 Public Administration STD 2009 2012-2015 699 6.2% Roma Via Oreste Tommasini, 1 - 3 1 Private Tenant STD 2011 2011 307 3.7% Roma Via Ravenna, 14 1 Private Tenant STD 2010 2010 232 3.6% Roma Via Caffarelletta, 104 1 Private Tenant STD 2010 2019 124 6.5% Roma Piazza Bologna, 60 1 Private Tenant STD 2006 2006 120 2.5% Roma Via Reggio Calabria, 54 1 Private Tenant STD 2010 2019 9 0.1% Roma Via Catania, 9 - Vacant - - - - - Roma Via Pietro della Valle, 1 - Vacant - - - - - Total Roma 5,086 Firenze Via S. Caterina d'Alessandria, 23/25 2 Public Administration STD (3) 2014 2017-2023 1,673 (3) 8.2% Firenze Via de' Vecchietti, 13 5 Private Tenants STD (4) 2007 2010-2023 468 (4) 5.7% Total Firenze 2,142 Milano Via Vittor Pisani, 26 4 Private Tenants STD 2006 2008-2012 261 2.5% Milano Via Privata Grado, 6 1 Private Tenant STD 2006 2012 107 2.2% Milano Via dell'Aprica, 18 1 Private Tenant STD 2008 2014 32 1.6% Milano Via Coni Zugna, 71 - Vacant - - - - - Total Milano 400 Cassina de P. (Milano) Via Roma, 108 - Edificio B 3 Private Tenants STD 2007 2009-2013 492 3.8% Cassina de P. (Milano) Via Roma, 108 - Edificio E 3 Private Tenants STD 2007 2011-2013 334 2.6% Segrate (Milano) via Cassanese, 224 6 Private Tenants STD 2006 2006-2012 201 3.4% Segrate (Milano) via Cassanese, 224 3 Private Tenants STD 2010 2010 63 4.0% Total Greater Milano 1,489 Torino Via Confienza, 10 2 Private Tenants STD 2014 2017-2023 1,222 (5)(6) 9.0% Torino Corso Stati Uniti, 10 - Vacant - - - - - Total Torino 1,222 Prato (Firenze) Via Paronese, 100/A 1 Public Administration STD 2010 2010 471 9.9% Verona Via Murari Bra, 35 10 Private Tenants STD 2007 2006-2013 450 6.6% Verona Via don Carlo Steeb, 13-15 - Vacant - - - - - Total Verona 450 Siena Via Pantaneto, 45 1 Private Tenant STD 2006 2006 343 3.8% Cremona Via dei Tribunali, 6 1 Public Administration STD 2010 2010 302 8.0% Venezia San Marco 4019 - Calle S. Paternian 3 Private Tenants STD 2006 2012 37 3.1% Venezia Calle Pindemonte - Pal. Friedenberg - Vacant - - - - - Total Venezia 37 Padova Via Tiziano Aspetti, 259 - Vacant - - - - - Padova Via degli Scrovegni, 7/9 - Vacant - - - - - Total Padova - Ferrara Via Palestro, 64 - Vacant - - - - - Ferrara Via Porta S. Pietro, 57 - Vacant - - - - - Total Ferrara - Napoli Piazza Santa Maria degli Angeli - Vacant(6) ----- Cosenza Via Trieste, 94 - Vacant - - - - - Pievelago (Modena) Via Matilde di Canossa - Vacant - - - - - Ascoli Piceno Via Rua della Scala, 2/4/6/8 - Vacant - - - - - Benevento Via Piermarini, 45 - Vacant - - - - - Rieti Via Tancia, 20 - Vacant - - - - - Massa Carrara Via F. Crispi, 11 - Vacant - - - - - Frosinone Via F. Brighindi - Vacant - - - - - Forlì Via Cignani, 40 (già 22) - Vacant - - - - - Total Pool B 11,542 4.4% Total Portfolio 45,192 6.9%

Source: Issuer based on the Property Appraiser valuation

(3) Including contract with BNL (Please refer to “Lease Agreements After Closing” below) (4) Asset includes a portion leased under the ADD Lease Agreement for an amount equal to Euro 226,593 (5) Including a lease contract with Telecom Italia, which includes an early vacation option in respect of a portion of certain spaces to be exercised on 30 June 2007 (Please refer to “Lease Agreements After Closing” below) (6) Suspended Transfer Properties (7) For multiple tenants the range of earliest lease expiry date and latest lease expiry date has been shown (8) For multiple tenants the earliest lease break date has been shown

97 Tenants’ Profile

75% of Rental Income is subject to the ADD Lease Agreement with the Agenzia del Demanio and the remaining 25% of Rental Income derives from lease agreements with public administration entities and third parties under leases that are in place or in the process of being signed.

Overall considering the ADD Lease Agreement and the other standard lease agreements that are in place or in the process of being signed, approximately 90% of the Rental Income refers to leases with the public administration or related entities.

BREAKDOWN OF INITIAL RENTAL INCOME BY LEASE BREAKDOWN OF THE CONTRIBUTION VALUE BY & TENANT TYPE LEASE & TENANT TYPE (1)

Predominantly Vacant Assets Third Parties 8% (2) 10% Assets leased PA under to third parties standard lease 15% contracts 15%

Assets subject Assets leased to Master to PA under Lease AdD subject to standard Agreement Master Lease leases 60% Agreement 75% 17%

Source: Issuer based on the Property Appraiser valuation (1) Including lease agreements signed after closing (2) Predominantly vacant means vacant for more than 70% of the Net Lettable Area.

Tenant Concentration (Top 20 Tenants)

Cumulative % of Tenant Name Tenant Type total rent 1. Agenzia del Demanio Public administration 75.0% 2. Ministero del Lavoro Public administration 3. Agenzia delle Entrate Public administration 4. Telecom Italia Corporate 5. Autorità per la Vigilanza Public administration 87.5% 6. Ministero dell’Interno Public administration 7. Nokia (1) Corporate 8. Consiglio Superiore di Giustizia Public administration 9. Università Privata degli Stranieri Private Institutions 10. Agenzia del Territorio Public administration 93.6% 11. Luiss Private Institutions 12. FederManager Corporate 13. USSL Public administration 14. API Corporate 15. Villa Rugiada Corporate 96.0% 16. Sma Corporate 17. BMW Corporate 18. Sigici (C.E.P.U.) Corporate 19. Guidant Corporate 20. Palladio Corporate 97.2% Others Other 2.8% TOTAL 100.0% (1) As of the Issue Date Nokia is no longer a Tenant

98

Termination of the Lease Agreements

Over 80% of the Rental Income derives from lease agreements that are in place or in the process of being signed expiring beyond the term of the Fund(1) (31 December 2017).

LEASE EXPIRY (1) PROFILE

Annualised Rents from % of % of Year Expiring Leases Total Total € '000 % %

Tenure Indemnities (2) (3) 97 0.2% 0.2% 2006 643 1.4% 1.6% 2007 1,117 2.5% 4.1% 2008 195 0.4% 4.5% 2009 522 1.2% 5.7% 2010 1,427 3.2% 8.9% 2011 1,373 3.0% 11.9% 2012 818 1.8% 13.7% 2013 411 0.9% 14.6% 2014 99 0.2% 14.8% 2015 65 0.1% 15.0% 2016 9 0.0% 15.0% 2017 2,481 5.5% 20.5% Beyond 2017 35,935 79.5% 100.0% Total 45,192 100.0% Source: Issuer based on the Property Appraiser valuation (1) The expiry date is determined with reference to the second expiry date (for example, with reference to 6+6 lease contracts, the second 6-year period is considered) (2) Refers to payments effected by tenants whose lease agreement is expired while they are still using the property and paying the rent. (3) This table includes Lease Agreements executed after 31 December 2005.

Details of Lease Agreements

For details of the ADD Lease Agreement, see “The Principal Loan Document – The ADD Lease Agreement”.

The other Lease Agreements are in accordance with lease structures pursuant to Italian law. Italian commercial lease agreements, including those for office space, are mainly governed by the provisions set forth by law of 27 July 1978, no. 392 (“Law 392/78”) and by Articles 1571 and following of the Italian Civil Code. According to Articles 27 and 28 of Law 392/78, commercial lease agreement must have a minimum term of six years, which is automatically renewable for an additional minimum term of six years, unless either party terminates the lease agreement by twelve month’s prior notice. For lease agreements relating to hotels, residential and retail properties, other provisions apply.

The Tenants (other than ADD) are entitled to terminate at any time for serious reasons (gravi motivi) upon six months’ prior notice.

Property tax (ICI), which is not due for those assets mainly leased to public entities (provided that (i) it was not due before the transfer since the Properties were owned by the State or other public entities and (ii) the relevant Properties continue to be used for public purposes after the transfer to the Fund), and extraordinary maintenance are usually borne by the landlord (i.e. the Fund).

99 In respect of some of the Pool B Properties, the lease agreements stipulate that their minimum term is nine years which may be extended for six years, or nine years which may be extended for nine years. .

Events which occurred after the Initial Appraisal

The MEF Warranty and Indemnity Deed provides that the Fund shall arrange a verification of floor space of certain Properties, to be carried out by the Property Appraiser.

The Property Appraiser concluded the verification of floor space of 7 Pool A Properties and 2 Pool B Properties and determined that the Net Lettable Area of the relevant Properties exceeded the Net Lettable Area on which the Property Appraiser based its valuations by 10,047 square metres, equivalent to an increase of 7.3% of the overall Net Lettable Area of the Portfolio. Pursuant to the MEF Warranty and Indemnity Deed, no payment is due by the Fund to the MEF in respect of any positive difference in floor space of the relevant Properties.

On the basis of the difference in floor space, the Property Appraiser increased its valuations of the Market Value of the relevant Properties by Euro 3,888,111 in total. The difference in Market Value of the relevant Properties will be set-off against any future payments due by the MEF to the Fund on the basis of its indemnification obligations pursuant to the MEF Warranty and Indemnity Deed.

The table below indicates, for each Property subject to the verification, (i) the Net Lettable Area on which the Property Appraiser based its valuations, (ii) the actual Net Lettable Area as determined by the Property Appraiser after the verification, (iii) the difference (in square metres and by percentage) of the Net Lettable Area, (iv) the estimated Market Value before the verification, (v) the Market Value determined by the Property Appraiser after the verification, and (vi) the difference (in Euros and by percentage) in the Market Value.

VERIFICATION RESULTS

Net Lettable Area Market Value Town Location Pre-Closing Post-Closing Change Pre-Closing Post-Closing Change sqmsqmsqm % Euro Euro Euro % Brescia Viale Vittorio Veneto, 1 13,138 14,148 1,010 7.7% 14,800,000 15,030,000 230,000 1.6% Foggia Piazzale Italia 2 14,141 14,553 412 2.9% 14,000,000 14,000,000 - - Forli' Via Cignani, 40 (già 22) 120 134 14 11.7% 233,000 260,000 27,000 11.6% Milano Via A. Cesari n. 20 e Via G. Frugoni n.47 5,822 5,785 (37) (0.6%) 8,530,000 8,530,000 - - Roma Via Pietro della Valle, 1 364 385 21 5.8% 1,610,000 1,730,000 120,000 7.5% Roma Via Boglione, 55, 63, 73, 81, 87 47,311 48,624 1,313 2.8% 61,468,889 63,980,000 2,511,111 4.1% Trieste Via Damiano Chiesa , 7/9/11 25,840 30,228 4,388 17.0% 20,400,000 21,200,000 800,000 3.9% Vibo Valentia Piazza d'Armi 16,713 19,278 2,565 15.3% 10,700,000 11,000,000 300,000 2.8% Vicenza Via Santa Maria Nuova 2/3/4 13,540 13,901 361 2.7% 15,100,000 15,000,000 (100,000) (0.7%) Total 136,989 147,036 10,047 7.3% 146,841,889 150,730,000 3,888,111 2.6%

Lease Agreements after Closing

Following the execution of the Term Facility Agreements, the Management Company signed lease agreements with each of (i) BNL in respect of the part in use by it of the Pool B Property with address at Via Santa Caterina d’Alessandria 23/25, Florence (Italy), (ii) Telecom Italia in respect of the part in use by it of the Pool B Property with address at Via Confienza 10, Turin (Italy), (iii) Agenzia del territorio in respect of the part in use by it of the Pool B Property with address at Via Confienza 10, Turin (Italy), and (iv) Agenzia delle entrate in respect of the part in use by it of the Pool B Property with address at Via Santa Caterina D’Alessandria 23/25, Florence (Italy).

Other post closing events Following the execution of the Term Facility Agreements, the Management Company became aware and notified to MEF the following events that may give rise to indemnification obligations of the MEF pursuant to the terms and conditions of the MEF Warranty and Indemnity Deed:

(i) the lease relating to certain portions of the Pool B Properties with address at Via Roma 108, Cassina de Pecchi, Greater Milan, Italy, has been terminated by the relevant tenant. The Management Company is currently investigating the details of such termination and the current asset tenancy 100 profile with the tenant and the relevant contributing entity. This may give rise to indemnification obligations of the MEF pursuant to the terms and conditions of the MEF Warranty and Indemnity Deed;

(ii) in relation with a further portion of the Pool B Properties with address at Roma, Via di Ripetta, 246, an additional lease agreement, other than the lease agreement listed in the annex to the Warranty and Indemnity Agreement, is in force;

(iii) the Ministry of Cultural Heritage notified that the Pool B Property with address at Ferrara, Via Palestro, 64 may be transferred to third parties further to the fullfillmernt of certain prescription with reference to the usage of the Properties;

(iv) the Ministry of Cultural Heritage notified that the Pool A Property with address at Trieste, Via Teatro Romano, is transferable to third parties, subject to remaining utilised for public use;

(v) the Transfer of the Pool A Property with address at Piazza Serenissima, Peschiera del Garda, Verona, Italy, is ineffective due to historical and heritage limitations on its sale, as notified by the Ministry of Cultural Heritage.

The MEF shall pay the indemnifications in accordance with the terms and conditions of the MEF Warranty and Indemnity Deed.

Management of the Properties

The Management Company has appointed Generali Properties Asset Management S.p.A. to act as property manager (the “Property Manager“) in respect of the Properties pursuant to a property management agreement (the “Property Management Agreement”).

Property Management Agreement

The main object of the Property Management Agreement is assignment of management duties concerning the entire Portfolio, including the administrative and fiscal aspects of the Properties, monitoring of incoming payments, and relationship management in respect of leaseholders.

The assignment of management duties to the Property Manager will expire on 31 December 2007, with an automatic renewal clause. In any case, the Property Management Agreement will terminate at the earlier of (i) the date of the transfer by the Fund of the last unit of the Properties, and (ii) the expiration date of the Fund.

The Property Management Agreement is governed by Italian law.

The Real Estate Independent Advisor

Patrigest S.p.A., a subsidiary of Gabetti S.p.A. was engaged by the Issuer to perform an independent evaluation of the Properties (the “Real Estate Independent Advisor”) and to release a comfort opinion thereon (the “Comfort Opinion”).

The Real Estate Independent Advisor performed a comparative analysis of the approaches, methodologies and assumptions used by the Property Appraiser in valuing the Properties and the results obtained therein and determined an estimate of the Total Value of the properties in the Portfolio.

Valuations have been performed based on income capitalization and sales comparison approaches with recent market comparables.

For land to be developed or complex to be converted to alternative other uses development models and highest & best use analysis have been utilized. quality of assets, maintenance status, location characteristics and market liquidity related to the micro location of each single building, have been carefully considered as

101 comparative parameters.

No surface measurements have been performed, relying on figures produced by the Property Appraiser. For the use of each single asset Patrigest has been considered the one declared in the Database supplied by the Property Appraiser.

Based on the analysis described above, the Real Estate Independent Advisor has issued the Comfort Opinion attached hereto, with the consent of the Real Estate Independent Advisor, as Annex 1.

The Business Plan

The Business Plan of the Fund has been prepared by the Management Company on the basis of certain assumptions and with due diligence and skill, in accordance with correct principles of consistency with the management policies of the Fund and on the basis of the information available as of the date of approval of the Business Plan. Such forward-looking statements are based on numerous assumptions (i.e. the performance of the obligations undertaken by the tenants of the Portfolio, the possibility of maintaining the current occupancy rate of the same during the entire duration of the Fund, the possibility for realizing, when disposing of the Portfolio, the projected disposal values, the development of the real estate and capital markets, future trends in interest rates, the fiscal policy and the maintenance costs, etc.) for which it is not possible to foresee their development during the life of the Fund, such development being, in many cases, beyond the Management Company’s control. These assumptions have not been verified as to their reasonableness by any third party nor have there been any independent checks that the figures in the tables and charts have been correctly derived from the assumption. Therefore, even if the Management Company is of the opinion that the assumptions, on which the forward-looking statements are based, are reasonable, there can be no guarantee that the same will effectively evolve as anticipated in the above assumptions over the duration of the Fund. These statements are not guarantees of future performance, and involve certain risks, assumptions and uncertainties, that are difficult to predict. As a consequence, the results which obtained in the management of the Fund by the Management Company, could vary, possibly to a great extent, from what is expected or forecast in such forward-looking statements set out below. The independent auditors of the Management Company or of the Fund did not examine, certify or evaluate the projections provided below, and, accordingly, do not express any opinion or certification on the same.

Key Highlights

The primary objectives of the Fund are to provide the Class A Unitholders (as defined below) with stable and growing semi-annual cash distributions and to maximize the total return on their investment, by maintaining and pursuing operational efficiencies and implementing an effective sales plan benefiting at the same time the stable cash flows produced under the ADD Lease Agreement.

To this extent, the Management Company defined a business plan (the “Business Plan”) based on the following main assumptions:

(i) an initial 18 months sale lock-up period from January 2006 until June 2007, as provided under Article 9, paragraph 2, of the Management Rules, that will be also used by the Management Company to prepare the Properties for sales; effective disposals are expected to start on year 2008;

(ii) sale of all the Properties to be completed over the subsequent ten years;

(iii) no further acquisitions of properties, as stated by Article 9, paragraph 1, of the Management Rules, all the net proceeds being distributed to the participants holding Class A Units after the service of the Loan and the other indebtedness of the Fund;

(iv) Lease Agreements:

o In respect of the Pool B Properties, it has generally been assumed that all tenants will vacate the Pool B Properties on the expiration date of the relevant lease agreements (possible 102 renewal equal to 0%). Therefore, it has been assumed that, following the expiration of the lease agreements, there will be a vacancy period, and that the Fund will incur (i) the operating costs relating to the properties, (ii) the agency services commissions needed to find a new tenant, and (iii) the improvement costs in favour of the new tenant. It has been assumed that new lease agreements will be entered into at Market Value.

o In respect of Pool B Properties for which no lease agreement is in place, the following assumptions have been made: (i) for the Properties having vacant units within a building, such vacant units are assumed to be leased, so as to stabilise the Properties prior to their sale; (ii) for the Properties considered as trading assets, no re-letting activity is foreseen, since such Properties are to be disposed of on a vacant possession value basis (mainly portions or small office assets); (iii) for one Property, with address at Via Catania 9, Rome (Italy), it is assumed that the entire building will be leased prior to its sale.

o In respect of the Pool A Properties, the Business Plan incorporates the following assumptions on the lease policy:

• the Pool A Tenant’s right of withdrawal at the first possible termination date (i.e. in 2014) pursuant to the so-called “all or nothing” clause is not exercised;

• the Pool A Tenant exercises its right to withdraw, over the life of the Fund, from Properties representing a maximum, allowed by the letter of the ADD Lease Agreement, of 10% of Pool A Rental Income. Whenever the withdrawal right is exercised, the Fund is assumed to incur (i) a vacancy period of the Property, (ii) the operating costs relating to the property, (iii) the agency services commissions needed to find a new tenant, and (iv) the improvement costs in favour of the new tenant.

• Appropriate vacancy periods, ranging between 180 and 360 days have been estimated for each Property. Some rent-free periods were assumed, which are included in the estimated overall vacancy period.

(v) no substantial capital investment on the Properties nor development initiatives are expected to be undertaken by the Fund.

The Loan Documents provide that there are certain costs and expenses which are senior to the Issuer’s rights under the Loan Documents.

Expected Sales Plan

In order to determine the disposal strategy in respect of the Properties, the Management Company has divided the Portfolio into six categories; three for each of the Pool A Properties and the Pool B Properties, on the basis of their lease status, location, expected liquidity, and size.

In general, Pool A Properties are assumed to be sold only after the eighth year from Closing, i.e. after the Pool A Tenant’s right to withdraw from the ADD Lease Agreement has expired.

The six categories for purposes of the disposal plan are as follows:

Pool A

• Long-Term Hold: this category mainly relates to Properties used as police training centres and large office complexes which are excluded from the 10% early vacation option available to the Pool A Tenant under the ADD Lease Agreement. For Business Plan purposes, these Properties are held on a long-term basis and generally benefit from a high yield. These Properties are assumed to have limited liquidity.

103 • Re-conversion Upside: this category includes certain office Properties and other assets currently used as police training centres, which have repositioning and re-conversion potential (mainly for conversion into residential units or private offices). These Properties are included in the 10% early vacation option of the ADD Lease Agreement. Two office properties located in the centre of Rome, which could be reconverted into residential units and are therefore potentially of interest to local developers, are assumed to be sold as the 18 month lock-up period in respect of disposals expires. The Business Plan has conservatively assumed the disposal of these Properties at cap rate based on the Market Value without the benefit of such reconversions which are considered as an “option value” for any buyer.

• Commodity: this category comprises Properties with offices generally centrally located in major provincial cities, which can easily be repositioned in the market after undertaking tenant improvements and which can be sold either in block or through a sale-in-parts strategy. These Properties are included in the 10% early vacation option under the ADD Lease Agreement and are assumed to be disposed of mainly in the final year of the Business Plan. Potential buyers could include both institutional investors as well as local buyers looking for an investment combining yield with a stable capital value.

Pool B

• Core: this category refers to Properties with stabilised rental cash-flows, or close to capture reversion, centrally located and predominantly single tenant governmental buildings. Some central office properties in Rome and Milan are currently under rented.

• Value added: this category includes assets currently vacant or partially vacant, which require active asset management activity by the Management Company in order to lease up space and stabilise income on the Property, as well as capture reversionary potential following capex and tenant improvements. These Properties are assumed to be sold, once stabilised, to Italian institutional investors and local buyers.

• Trading: the final category refers to small Properties or portions of Properties (predominantly vacant or in the process of being vacated) which will be sold on a vacant possession basis mainly to potential end-users as soon as the 18 month lock-up period in respect of disposals ends.

PROPERTY SEGMENTATION

No. of Net Lettable Gross Category Properties Area Rental Income Contribution Value Passing sqm % of Total Euro MM % of Total Euro MM % of Total Euro/sqm Yield (%) LT Hold 17 226,261 45.6% 19.9 44.1% 220.7 33.9% 976 9.0% Reconv Upside 10 63,675 12.8% 7.1 15.7% 86.8 13.3% 1,363 8.2% Commodity 6 47,436 9.6% 6.7 14.7% 83.4 12.8% 1,758 8.0% Total Pool A 33 337,371 68.0% 33.7 74.5% 390.9 60.0% 1,159 8.6% Core 14 73,547 14.8% 8.6 19.0% 162.8 25.0% 2,214 5.3% Value Added 9 62,380 12.6% 2.9 6.5% 64.9 10.0% 1,040 4.5% Trading 19 23,034 4.6% 0.0 0.1% 32.3 5.0% 1,404 0.1% Total Pool B 42 158,962 32.0% 11.5 25.5% 260.1 40.0% 1,636 4.4% GRAND TOTAL 75 496,333 100.0% 45.2 100.0% 651.0 100.0% 1,312 6.9%

Source: Issuer based on the Property Appraiser valuation

On the basis of the considerations set forth above, the Management Company is expecting to complete the sale of all the Properties by the end of the year 2017 according the scheme provided below:

104 DISPOSAL PLAN

25% 23.9%

20% 17.8%

16.5% 15%

11.5%

10% 9.2% 8.4%

5.5% 5% 3.2% 2.6% 1.4% 0% % Initial of OMV Overtime Disposed 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 LT Hold Re-conversion upside Commodity Core Value Added Trading

o.w. Pool A - - 2% - - - - 3% 18% 24% 13% -

o.w. Pool B - - 6% 3% 3% 9% 12% 3% - - 3% 1%

Cum % Pool A - - 4% 4% 4% 4% 4% 8% 38% 78% 100% 100%

Cum % Pool B - - 15% 23% 30% 53% 82% 89% 89% 89% 97% 100%

Source: Management Company

It has generally been assumed that Properties are disposed of at the end of a semester.

The gross disposal value of the Properties is determined through the capitalisation of the potential gross rent of the Property. Capitalisation rates vary for each Property depending on the perceived characteristics of the Property. The gross rent for each Property at the time of the disposal has been calculated as the sum of (i) the gross rents of the leased portions, and (ii) the market rents of the vacant portions.

Gross disposal values are net of an agency sale commission equal to 1.5% of gross disposal value for properties greater than €1.5 million and 3.0% for properties smaller than €1.5 million.

The Business Plan is subject to factors largely outside the control of the Issuer and, consequently, no assurance may 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.

105 THE FUND General In order to extract value and productivity from the public real estate sector, the MEF has promoted the constitution of the Fund in accordance with the provisions of Article 4 of Law Decree No. 351 of 25 September 2001, converted, with amendments, into Law No. 410 of 23 November 2001, as amended (“Law Decree 351/2001“) and the Ministerial Decree of 20 October 2004, and has contributed (the “Contribution“) and transferred (the “Transfer“) to it, also on behalf of other public entities, pursuant to specific Ministerial Decrees, a portfolio of real estate assets, which consists of public non-residential use real estate assets currently used by the Republic of Italy and certain other Italian public entities. In addition Coni sold to the Fund the Coni Properties. The Transferred Properties, the Contributed Properties and the Coni Properties are together referred to as the “Portfolio“, the “Real Estate Assets“ or the “Properties“. BNL Fondi Immobiliari SGR p.A. in its capacity as management company (the “Management Company“) has established, pursuant to article 14bis of the Law no. 86 of 25 January 1994 (“Article 14bis”), the Fund by means of the resolution of the board of directors of 16 September 2003 which has approved the management rules of the Fund (the “Management Rules”). The establishment of the Fund has been promoted by Patrimonio dello Stato S.p.A., pursuant to Article 14bis, as authorised by the MEF. As a consequence of some modifications, the Management Rules have been re-approved by means of the resolution of the Management Company’s Board of Directors passed on 9 November 2005. The Bank of Italy approved the Management Rules on 19 December 2005. The Fund is managed by the Management Company in accordance with applicable law and regulations. The Management Company has appointed Generali Properties Asset Management S.p.A. as property manager (the “Property Manager”) for all the Properties pursuant to the Property Management Agreement. For more details in respect of the management and the administration of the Portfolio see “The Properties”. The Fund, whose initial equity nominal value at 30 December 2005 was Euro 260,700,001, is managed by the Management Company, having its registered office at Viale A. Filippetti 37, Milan (Italy), registered under no. 85 of the roll held by the Bank of Italy. The Management Rules A summary of the main provisions of the Management Rules is set out below. Fund Units Pursuant to the Management Rules, two classes of Fund units have been issued upon the Contribution of Real Estate Assets: 2,607 class A Units (the “Class A Units“) and one single class B Unit (the “Class B Unit“ and, together with the Class A Units, the “Fund Units“), granting different rights to the relevant holders thereof. The Class A Units have the same value and equal rights and have a nominal value of Euro 100,000 each; they have been subscribed in their entirety by the MEF on 29 December 2005 (the “Contribution Date“) in accordance with the Contribution Decree. The Class A Units may be freely transferred only to qualified investors, in compliance with the procedures set forth in the Management Rules, and are represented by a cumulative certificate which is deposited in a securities account held by the Depositary Bank pursuant to the Management Rules. Pursuant to a placement agreement entered into between the MEF, the Management Company and the MEF on 30 December 2005 the Arrangers purchased the Class A Units for their placement to qualified investors. The only Class B Unit, having a nominal value of Euro 1, was assigned to the MEF at the time of the Contribution and in turn assigned by the MEF to “ANFFAS – Associazione Famiglie di Disabili Intellettivi e Relazionali” (“ANFFAS”) pursuant to the Closing Decree. In case ANFFAS is dissolved prior to repayment of the Class B Unit, the MEF may revoke the assignment to ANFFAS and may assign the Class B Unit to another non-profit entity by decree. The holder of the Class B Unit (the “Class B Unitholder“) shall be entitled only to participate, at the time of the liquidation of the Fund, to the distribution of the Excess Return Amount (defined under article 33, Section C, of the Management Rules as the difference between (i) the amount of the Fund determined upon Contribution and (ii) the amount of the wound-up net assets increased by any proceeds already distributed, and by partial pro-quota redemptions made during the life of the Fund under the Management Rules) in the amount set forth in article 33, Section C, of the Management Rules. The

106 Class B Unitholders does not have the other rights granted to the holders of the Class A Units (the “Class A Unitholders” and, together with the Class B Unitholder, the “Unitholders”). Any proposals to amend the Management Rules which may be prejudicial to the rights of the Class B Unitholder shall be submitted to the approval of such Class B Unitholder. The Fund’s Duration The Fund has a term expiring on 31 December of the twelfth year following the Contribution Date (subject to early winding up or extension as indicated below). At the end of the Fund’s term, pursuant to Article 14, paragraph 6, of Decree No. 228/99 and the Management Rules, the Management Company may request the Bank of Italy to extend the term of the Fund for a period not longer than three years - the so called “grace period” - in order to complete the disinvestments. Early winding-up of the Fund may take place by means of a resolution of the board of directors of the Management Company in the following cases: (i) if, upon the removal of the Management Company, in line with the provisions of the Management Rules, a new management company fails to be appointed by the meeting of Unitholders first, and then by the Advisory Committee, or the Bank of Italy denies its approval to the relevant amendment of the Management Rules, (ii) subject to binding opinion of the Advisory Committee if the Management Company deems early winding-up of the real estate assets of the Fund in the interests of the Unitholders in connection with favourable market conditions or in the presence of circumstances making the pursuit of the Fund’s objectives difficult so as to cause damage to participants (including, e.g. the reduction of the Assets of the Fund under an amount not permitting an efficient supply of administrative and management services), or (iii) at the initiative of the Management Company and in the interests of the Unitholders, if, also after the pro-quota reimburses under article 17, section B, of the Management Rules, the total net asset value of the Fund has fallen below 10% of the initial nominal value of the Fund for two consecutive calendar semesters. In all such cases, the winding-up of the Fund shall be resolved upon by the board of directors of the Management Company and shall take place in accordance with the procedure described under Article 32.2, paragraph 4, of the Management Rules. The Fund’s Purpose and Investment Strategy The purpose of the Fund is the professional management, the increase in value and the liquidation and selling of the assets of the Fund. The management of the Fund is aimed at the increase in the initial value of the units of the Fund, as well as the distribution among the Unitholders of proceeds deriving from the management and the liquidation of the assets of the Fund within the terms indicated under the Management Rules and in compliance with the management policies of the Fund and the applicable laws and regulations. During the first eighteen months of the life of the Fund and without prejudice to the above, the Management Company shall not sell any of the real estate assets of the Fund. After the end of this period, the sale of the real estate assets of the Fund shall be carried out by the Management Company on the basis of: (i) a business plan; and (ii) a sale procedure, both adopted by the Board of Directors of the Fund, and subject to any amendments, only with the binding opinion of the Advisory Committee. Except for the distribution of the management proceeds and the partial pro-quota redemption (as described below), the Fund may use operating and sales proceeds to refurbish and restructure the real estate assets of the Fund, subject to certain limitations, as detailed in the Management Rules. The Fund may maintain liquidity for treasury purposes, subject to the limits provided by the Management Company on the basis of necessity for management’s activity. The Fund’s liquidity, available from time to time and not used for the purposes of the Management Rules, is required to be invested by the Management Company in short-term financial instruments maturing no later than the date of distribution of the Class A Units distributable proceeds payable during the immediately succeeding semester. Furthermore, these financial instruments shall have a short-term rating not lower than P-1 for Moody's, A-1 for S&P or F1+ for Fitch, and/or shall be issued by entities with the same rating. Pursuant to the Fund Intercreditor Agreement any investments in any short-term financial instruments shall have a short term rating at least equal to A-1+ (by S&P), P-1+ (by Moody’s) and F-1+ (by Fitch). Within the limits of the Management Rules, the Fund may enter in derivative financial instruments exclusively for risk hedging purposes with counterparties having adequate standing. Investment in derivative financial instruments shall not alter the risk profile of the Fund.

107 Corporate Governance The corporate governance structure contained in the Management Rules is aimed at ensuring that the participants are actively involved in the decision-making process of the Management Company with respect to the most important management decisions and at allowing, to the largest possible extent, the prior approval of the Unitholders with respect to some of the most important management activities of the Fund. The Management Rules provides for the institution of a participants’ meeting (which is a board composed of all Class A Unitholders) and an advisory committee (the “Advisory Committee“), both of which are vested with certain veto rights and powers of control and supervision over the Management Company’s management operations, as well as for the appointment of a chairman of the meeting of the Unitholders. The Unitholders’ meeting shall be promptly convened any time it is required in order to resolve on matters falling within its competence by the board of directors of the Management Company. Should the board of directors of the Management Company not convene the meeting of Unitholders, it shall be convened by the common representative appointed by such meeting in accordance with article 23 of the Management Rules, if any, or, failing the common representative, by the Chairman of the Advisory Committee. The Advisory Committee shall be composed of 5 members, 2 of which shall be independent members and shall be appointed first by the Management Company and, afterwards, by the meeting of Unitholders among a list of persons proposed by the Management Company in accordance with the procedure set forth in the Management Rules, while the other 3 members shall be appointed first by the three Unitholders holding the greatest number of Class A Units and, at a second instance, by the meeting of Unitholders, on the basis of lists proposed by the participants where candidates are indicated by progressive number in accordance with the procedure set forth in the Management Rules. The Management Company is required to request the previous and binding advice of the Advisory Committee as set forth in the Management Rules. Distribution of proceeds and partial pro-quota redemption The Fund shall distribute in compliance with the Management Rules to the Class A Unit holders all distributable proceeds (as defined under Article 7 of the Management Rules) realised from the management of the Fund on a semi-annual basis, unless otherwise determined by the Board of Directors of the Management Company and subject to a prior and binding opinion of the Advisory Committee. Proceeds realised and not distributed in previous years, net of any loss, may contribute to distributable proceeds in the following years. The first distribution of proceeds realised in the management of the Fund, if any, shall not be made before 30 June 2006. Depositary Bank The Depositary Bank shall mainly act as custodian of the securities and cash belonging to the Fund and carry out and supervise the transactions relating to participation in the Fund. The distribution of proceeds from operations and the redemption of the Fund Units will be conducted by the Depositary Bank in accordance with the applicable terms and provisions and procedures set forth in the Management Rules. The Depositary Bank shall meet certain eligibility criteria. The Depositary Bank shall verify the legitimacy of the issuance and reimbursement of the Class A Units, the calculation of their value and the allocation of the Fund’s income and carry out the instructions of the Management Company unless they conflict with any applicable laws and regulations, the Management Rules, or any resolution of supervisory authorities. The Depositary Bank shall also undertake to execute instructions from the Management Company (such as payment instructions in relation to the sale of the Properties, payment instructions related to expenses to be paid by the Fund and the payment of dividends to holders of Class A Units and payments on winding-up), provided that such instructions do not conflict with applicable laws and regulations and the Management Rules. In addition, the Depositary Bank shall assist in the implementation of all actions necessary for the management of the Fund’s assets. This assistance will include receipt of rental payments relating to the Properties, and to the extent that, amounts are available from the Fund, payment of fees to professional advisors or real estate advisors and other payments for maintenance, expenses and tax due.

108 On the winding up of the Fund, the Depositary Bank, on the basis of instructions from the Management Company, shall make payments to the holders of the Class A Units in accordance with the Management Rules. The Depositary Bank, under its own responsibility, has the right to sub-deposit the whole or a portion of the financial instruments owned by the Fund with national centralised financial instruments management systems, and, with the prior consent of the Management Company, with other entities having the requisite characteristics required by provisions of law from time to time in effect. The Depositary Bank shall meet certain eligibility criteria. The Management Company may revoke the indefinite appointment of the Depositary Bank at any time; the Depositary Bank may resign from the appointment by a minimum of six months notice to the Management Company. The effectiveness of the revocation or the resignation is suspended until, inter alia, another bank having the requisites required by law accepts the engagement of a successor Depositary Bank. Expenses and Compensation of the Management Company and the Depositary Bank Pursuant to the Management Rules, certain costs and expenses in respect of, inter alia, the compensation of the Management Company, the Depositary Bank and the independent experts, the sale of the Real Estate Assets, the administration, maintenance and/or restructuring and/or to the enhancement of the real estate assets of the Fund and the activity of the Advisory Committee, the Meeting of Unitholders and the common representative will be borne by the Fund (the “Fund Expenses“). Moreover, the Fund shall bear, inter alia, any costs and expenses related to the review and audit of the statements of the Fund (including the final winding-up report), any other financial costs relating to the debts of the Fund, any legal and judicial expenses borne in the exclusive interest of the Fund, as well as any taxes applicable to the Fund (including local property tax, where due) and any fee due to the Italian and foreign relevant supervisory authority. Costs related to the administration and organisation of the Management Company, as well as any expenses not specifically indicated as expenses to be borne by the Fund or by Unitholders or by any contributing entity pursuant to Article 18, Section B, of the Management Rules, shall be borne by the Management Company. Valuation criteria Pursuant to the applicable regulation and the Management Rules, the total net asset value of the Fund will be determined by the board of directors of the Management Company semi-annually, along with the approval of the semi-annual report, within 30 days after the end of the semester ending on 30 June in each year and simultaneously with the semi-annual statement and, within 60 days after the end of the year, simultaneously with the annual report. The per unit value of the Fund will be calculated on a semi-annual basis and will be equal to the net Fund value divided by the number of Fund Units. The Class A Units value is notified to the participants by the publication of a notice in at least one newspaper with nationwide distribution in Italy, within 15 (fifteen) business days after the term provided for such valuation, as well as on the website of the Management Company and of the Fund (if any). The financial statements of the Fund, the semi-annual reports and attachments are required to be made available to the public after being filed within 30 days after their approval in the registered office of the Management Company and, the registered office of the Depositary Bank. The Fund’s accounts are audited in compliance with the Consolidated Financial Law. The auditors will certify the balance sheet of the Management Company. The internal auditors of the Management Company and the directors and auditors of the Depositary Bank are required to promptly inform the Bank of Italy and CONSOB of any irregularities in the management of the Management Company or the Fund. Management Rules Changes The chairman of the Management Company shall have a permanent proxy to implement any amendments to the Management Rules required by applicable laws and regulations, as well as other minor changes. Except for cases mentioned above, any proposals to amend the Management Rules relating to, inter alia, term, scope and characteristics of the Fund, those relating to the meeting of Unitholder and the Advisory Committee, to the articles 31, 32 and 33 of the Management Rules, the replacement of the Management Company, expenses and fees, shall be resolved by the board of directors of the Management Company and

109 shall be submitted to the approval of the meeting of the Unitholders. The other proposals to amend the Management Rules may be resolved by the board of directors of the Management Company with the prior binding opinion of the Advisory Committee. Once approved by the meeting of the Unitholders, the amendment to the Regulation shall be submitted by the competent bodies of the Management Company to the approval of the Bank of Italy. Any amendments made to the Regulation shall be communicated to the Unitholders with the publication of a notice in a national newspapers and on the Management Company web site. Fund’s winding-up The Fund can be liquidated at the expiration of the life of the Fund or, upon the decision of the Management Company, where it is in the interests of the Unitholders or in case of liquidation of the Management Company, as specified in the Management Rules. Upon (i) the expiration of the term of the Fund or (ii) the occurrence of an early winding-up circumstance, any further management activity of the Fund shall terminate and the net proceeds of the Fund will be distributed to the Class A Unitholders, net of any liability, including. The Management Company will liquidate the Properties in accordance with a plan approved by the Board of Directors and notified to the Bank of Italy. The Fund has a maximum 12 year term (starting from the Contribution date, i.e. 30 December 2005), which, subject to the Bank of Italy's approval, in case of need may be extended for a period not longer than 3 (three) years for the finalisation of the liquidation of the Fund's assets (the so-called “grace period”). Early winding-up of the Fund may take place as described under the paragraph above named “The Fund’s duration”. Removal of the Management Company In compliance with applicable laws and regulation, and provided that the relevant amendment to the Management Rules will be authorised by the Bank of Italy, the replacement of the Management Company in the management of the Fund may take place in the following circumstances: (i) compulsory winding-up, receivership or winding-up of the Management Company; (ii) loss by the Management Company of its authorisation to manage collective investment funds; (iii) any time during the term of the Fund, upon resolution of the Unitholders’ meeting, to be adopted with the favourable vote of Unitholders representing at least 65% of the aggregate nominal value of Class A Units, in the circumstances provided for by the Management Rules; (iv) starting from the expiry of 36 months from the date of the Contribution, by resolution of the Unitholders’ meeting, upon motivated proposal and resolution of the Advisory Committee, to be adopted with the favourable vote of Unitholders representing at least 65% of the aggregate nominal value of Class A Units. In any case, the new management company shall be a management company of primary standing and with experience in the real estate mutual funds sector. Reporting The Management Company shall inform periodically the Advisory Committee in relation to the management of the Fund. Within 30 days of the end of each semester, the Advisory Committee must prepare a report describing the activities carried out and the relations with the board of directors of the Management Company. Independent Appraisers According to the Management Rules, independent experts appointed by the Board of Directors of the Management Company are required to: (i) appraise the value of the Real Estate Assets contributed and transferred to the Fund, pursuant to the MEF Decrees and the Management Rules; (ii) submit to the board of directors of the Management Company a periodic appraisal of the value of the

110 real estate assets of the Fund; (iii) upon request of the Management Company, prepare an opinion on the fairness of the value of each real estate assets of the Fund to be sold; and If the board of directors of the Management Company intends not to follow the evaluations provided by the independent experts, it shall notify the reasons to the Bank of Italy and forward to the Bank of Italy a copy of the relevant appraisal of the independent experts. Disputes With the exception of the case where the Participant is a consumer pursuant to article 1469 bis of the Italian Civil Code, any dispute arising from or in connection with the construction, enforcement and performance of the provisions of the Management Rules shall be exclusively settled by the Court of Milan.

111 THE DEPOSITARY BANK The establishment of any fund in Italy requires the appointment of a depositary bank, which shall mainly act as custodian of the securities and cash belonging to the fund, and also carry out and supervise the transactions relating to participation in the fund. On 5 December 2003 the Management Company appointed Banca Nazionale del Lavoro S.p.A. to act as Depositary Bank for the Fund. For more information about Banca Nazionale del Lavoro, please see “The Transferors” below. A summary of the main provisions included in the relevant agreement with Banca Nazionale del Lavoro S.p.A. is contained below. The Depositary Bank is in charge of the performance of all operations ordered by the Management Company to manage the Fund and to perform all other duties set forth by the applicable laws and regulations and by the Management Rules. In accordance with the relevant agreement, the Management Rules and the applicable laws and regulations, the Depositary Bank shall carry out the usual duties regarding custody, cash and securities deposit. The Depositary Bank shall verify the legitimacy of the issuance and reimbursement of the Class A Units, the calculation of their value and the allocation of the Fund’s income and carry out the instructions of the Management Company unless they conflict with any applicable laws and regulations, the Management Rules, or any resolution of supervisory authorities. The Depositary Bank shall also undertake to execute instructions from the Management Company (such as payment instructions in relation to the sale of the Properties, payment instructions related to expenses to be paid by the Fund and the payment of dividends to holders of Class A Units and payments on winding-up), provided that such instructions do not conflict with applicable laws and regulations and the Management Rules. In addition, the Depositary Bank shall assist in the implementation of all actions necessary for the management of the Fund’s assets. This assistance will include receipt of rental payments relating to the Properties, and to the extent that, amounts are available from the Fund, payment of fees to professional advisors or real estate advisors and other payments for maintenance, expenses and tax due. On the winding up of the Fund, the Depositary Bank, on the basis of instructions from the Management Company, shall make payments to the holders of the Class A Units. After receipt of instructions from the Management Company, the Depositary Bank shall proceed with the payment of the reimbursements to each holder of Class A Units, subject to prior verification of the amount of Class A Units held by each entity/person, the calculation of the value per unit of a Class A Unit and provided that there are sufficient funds available in the deposit accounts registered in the name of the Fund. The Depositary Bank must also verify that the value per unit of a Class A Unit is calculated correctly and apply such value per unit to the number of Class A Units held by a particular entity/person. The Depositary Bank shall be liable to the Management Company and to the Participants of the Fund for any loss suffered by them as a result of the Depositary Bank’s failure to perform its obligations. Furthermore, the directors and members of the board of auditors of the Depositary Bank shall promptly inform the Bank of Italy and CONSOB, within the scope of their respective authority, of irregularities which they discover in the management of the Management Company and in the management of the Fund. In addition, the Depositary Bank shall receive instructions from the Management Company for the issuing of the Class A Units certificates and make them available to Participants. Furthermore, the Depositary Bank may arrange for the splitting up of cumulative Class A Units certificates and the holding of cumulative Class A Units certificates. In consideration of its duties, the Depositary Bank shall receive annual remuneration of 0.025% per annum of the total net asset value of the Fund as resulting from the annual statements of the Fund, net of unrealised capital gains on properties held by the Fund with respect to their purchase value. In addition, the agreement entered into by the Management Company with the Depositary Bank regulates, inter alia:

112 - the performance of the Depositary Bank’s duties in relation to the Assets of the Fund in compliance with the relevant legal provisions regulating the activity of depositary banks of investment funds. This includes a description of the procedures to be performed by the Depositary Bank regarding the correct performance of its duties; - the provision of necessary information for the reconciliation of accounting data; - the procedures for the replacement of the Depositary Bank to avoid interruption of its activities. The Depositary Bank is also a party to the Fund Intercreditor Agreement pursuant to which it has undertaken certain obligations (see “The Principal Loan Documents – The Fund Intercreditor Agreement”). Under the Fund Intercreditor Agreement, the Management Company is required to procure that there is always a Depositary Bank for the duration of the agreement. If the Depositary Bank is not approved by the Rating Agencies as Eligible Institution, the Management Company shall (i) appoint a substitute Depositary Bank which is an Eligible Institution or, (ii) arrange to sub-deposit the amounts standing to the credit of the Funds’ Accounts with a sub-depositary bank, indicated by the Agent, which is an Eligible Institution, the accounts on which such amounts are sub-deposited to be pledged in favour of the Loan Finance Parties, or, with the consent of the Agent, (iii) cause the Depositary Bank to provide additional guarantees from one or more Eligible Institutions (including third party guarantees), which are in form and substance satisfactory to the Agent. At all times after the Securitisation, the substitute Depositary Bank, the sub-depositary bank or the provider of the additional guarantees, shall be an Eligible Institution.

113 THE MANAGEMENT COMPANY The management of the Fund is carried out by the Management Company. As of 31 December 2005, the Management Company managed, including the Fund, (i) estimated gross assets of Euro 3,330.58million, equivalent to an approximately 18.61% share of the property assets under management of Italian real estate fund management companies, and (ii) eight real estate funds, including FIP – Fondo Immobili Pubblici and the Fund (Source: the Management Company, also in reliance on data of Assogestioni). The Management Company is an independent asset manager and is not party to any real estate group. The BNL Group has no significant interests in companies primarily involved in the real estate market. The Management Company’s registered office is located in Viale A. Filippetti 37, Milan, Italy, whereas an operating and administrative office is located in Via Piemonte 39A, Rome, Italy. The company is registered in the Commercial Register of the Milan Chamber of Commerce with number, tax code and VAT code 12605750152 and with the Administrative Index (REA) of the Milan Chamber of Commerce no. 12605750152. Established in 1998, the Management Company is authorised by the Bank of Italy to carry out business as a collective asset management company and registered under no. 85 in the relevant roll of the asset management companies provided for by the Consolidated Financial Act. As at the date of this document the share capital of the Management Company, which is entirely paid-up, amounts to Euro 10 million and is divided into 100,000 ordinary shares with nominal value of Euro 100 each, held as follows:

SHAREHOLDER NO. OF SHARES % OF SHARE CAPITAL Banca Nazionale del Lavoro S.p.A. 95,000 95% AEW Capital Management L.P.* 5,000 5% *AEW Capital Management L.P. is a leading real estate investment advisory firm operating in the USA and Europe, which belongs to the CNCE Group (France). Organisational Structure and Business Profile The Management Company’s activities primarily consist of promoting, establishing and managing closed- end real estate funds offered to both professional and retail investors. The Management Company has defined two fundamental strategic guidelines to efficiently organise its main activities: (i) focusing all internal resources on the company's core businesses; and (ii) outsourcing all non- core operating activities, for the management of which the Management Company appoints advisors with specific competence. The company's organisation is structured in the following departments: - Internal Auditing, consisting of an independent department responsible for overseeing fund management activity. The Internal Auditing's feedbacks related to the ongoing fund management activity are communicated directly to the Board of Directors; - Supporting Departments, which comprise the Administrative Department, the Legal and Corporate Affairs Department and the Marketing Department; - Business Departments, which can be divided into three main business units: (a) Product Development, responsible for promoting and developing new real estate funds; (b) Investment Management, engaged in the development and execution of real estate funds' investment and divestment strategies; (c) Asset Management, responsible for the active management of existing assets and portfolios, including the administrative property management and the execution of ordinary and extraordinary maintenance services; The Management Company’s Board of Directors is supported by internal committees, providing advice in respect of the Management Company's property investment strategy and the overall performance of the fund management activity. Each fund managed by the Management Company is under the supervision of a fund manager who is in charge for its management (the “Fund Manager”). The Fund Manager is in charge of ensuring that all

114 services and activities related to a specific fund under his/her management are consistent with both the investors’ and, at the same time, the Fund Manager’s needs. The Fund Manager is also in charge of the coordination and cooperation among the departments referred to above. The Fund Manager’s mission is to pursue the risk-performance target of the fund and to ensure that the management activity is in compliance with the management rules of the fund concerned and applicable law. The Fund Managers are subject to, and operate under the supervision of, the managing director and the general manager of the Management Company. In addition, the Fund Managers can rely on the support and the coordination activities carried out by the coordinator of the Fund Managers department, who is in charge of new projects and of providing support in the management of complex funds. The Management Company's organisational structure is flexible as many services are outsourced, such as certain ordinary administration services and property management for some of the funds, while the asset management activities are performed internally. The following chart summarises the Management Company's organisational structure as of the date of this Offering Circular.

Funds under Management At the date hereof, the Management Company manages 8 (eight) operating funds, including the Fund and FIP – Fondo Immobili Pubblici, while two other funds have already obtained the approval by the Bank of Italy of their respective management regulations. The properties under management are located throughout Italy and have a total gross surface of approximately 1,297,373.25 square meters with an occupancy rate of approximately 97.88%. The operating funds, excluding the Fund, currently under management of the Management Company are: - BNL Portfolio Immobiliare. Established in 2000, raising Euro 305 million of equity, with a maturity of ten years, the fund purchased 19 assets used as offices, stores and logistic plants. Offices represent a large part of the portfolio, nearly 70% of total portfolio value. This is the first real estate fund created by the Management Company and is one of the few Italian real estate funds investing also in

115 Europe. - Portfolio Immobiliare Crescita. The fund was established in 2001, raised Euro 173 million of equity, and purchased ten real estate properties used as offices, located in Italy and in Europe. The fund has a maturity of seven years. - Estense-Grande Distribuzione. Established in 2003, raising Euro 207 million of equity, the fund has a portfolio composed exclusively of commercial assets such as stores, malls, shopping centres. All assets are located in Italy. The fund has a maturity of ten years. - Lazio. The fund was established in 2003 through the contribution of 926 public properties, mainly residential, by the community of the ASLs of the Region of Lazio. The fund is reserved to qualified investors only and has a maturity of three years. The fund is aimed at enhancing the value of the contributed public properties and then proceeding to their disposal. It is worth noting that the cash flows deriving from the sale of the real estate assets have been securitised by issuing two classes of notes: Class A Notes for an amount of Euro 115 million, rated AAA by Moody’s Investors Service and Class B Notes for an amount of Euro 35 million, rated A by Moody’s Investors Service. As of the date hereof, the cash flows deriving from the disposal of the real estate assets of the fund is sufficient (i) to repay any amount due under Class A Notes and (ii) to timely meet any remaining financial obligation of the issuer of the notes. - Immobiliare Dinamico. The fund, established in April 2005, raised Euro 131 million of equity and has a maturity of 15 years. Immobiliare Dinamico is the first Italian semi-open ended real estate fund (possibility to open on a half-yearly basis to new equity subscriptions). - Italian Business Hotels. The fund was established in November 2005 and has a duration of 9 years. The fund shall invest its assets in the hotel industry. The fund is reserved to qualified investors. - F.I.P. – Fondo Immobili Pubblici. The fund was established in 2004 through the contribution of public properties by the MEF. The fund is reserved to qualified investors only and has a maturity of 15 years. The fund is aimed at enhancing the value of the contributed public properties and then proceeding to their disposal. This fund is managed by Investire Immobiliare SGR S.p.A., which has delegated to the Management Company the management of approximately one third of the portfolio owned by the fund pursuant to CONSOB Regulation no. 11522/1998, as amended. The value of the portion of the portfolio under delegated management by the Management Company amounts to Euro 1,227,019,000as of 31 December 2005. The following table summarises some details of the funds currently managed by Management Company (other than the Fund):

ASSET MARKET VALUE NAME INCEPTION DATE AT 31 DECEMBER 2005 EXPECTED MATURITY TARGET IRR IN MILLIONS BNL Portfolio May ‘00 EUR 522.3 December 2010 ISTAT +3% Immobiliare Portfolio Immobiliare December ‘01 EUR 316.3 December 2008 7.5% Crescita Estense-Grande June ‘03 EUR 267.9 December 2013 5.5% Distribuzione Lazio December ‘03 N.A. December 2006 N.A. Immobiliare Dinamico March ‘05 EUR 133.7 December 2020 5.5% Italian Business Hotels November ‘05 N.A. December 2014 N.A. FIP – Fondo Immobili December ‘04 EUR 1,227 December 2019 N.A. Pubblici* Patrimonio Uno December ‘05 EUR 745 December 2017 14% Total EUR 3,330.6 * The Management Company manages approximately one third of the total asset value of this fund. F.I.P. – Fondo Immobili Pubblici’s total asset value as at as at 31 December 2005 amounts to Eur 3,796.4 million (Source: Assogestioni).

In addition to the funds referred to above, the Management Company has established the following two real 116 estate investment funds reserved to qualified investors whose management rules have already been approved by the Bank of Italy. - Valore e Teritorio. A general purposes real estate investment fund reserved to qualified investors. - Fondo Umbria – Comparto Monteluce. This fund has been promoted by Regione Umbria and the Università degli Studi di Perugia. It is the first Italian real estate investment fund managing separate and independent pools of assets (fondo a comparti). The first pool of assets of the fund shall be transferred by public entities. The fund’s maturity is 7 years and the target IRR is 14%. The Board of Directors The Board of Directors of the Management Company is entitled to take all the strategic and managerial decisions, including the property management policies. The Board of Directors may be supported by a specific investment technical committee, composed of members of the Board of Directors and external professionals. The Board of Directors is periodically informed about the status of implementation of the investment strategies for the funds under management. As at the date hereof the Board of Directors of the Management Company is composed of the following nine members, who will hold the office until the approval of the company's financial statements relating to the period ended on 2007:

TITLE NAME AND SURNAME DATE OF BIRTH Chairman Ademaro Lanzara 10 July 1942 Deputy Chairman Andrea Amadesi 14 March 1944 Managing Director Michele Cibrario 31 January 1946 Director Renato Clarizia* 10 October 1950 Director Paolo Ferro-Luzzi 14 May 1937 Director Marco Giovacchini 23 March 1960 Director Niccolò Pandilfini 21 August 1948 Director Andrea Rasori 19 August 1966 Director Michele Tarquinio 31 January 1964 * Independent Director The Board of Statutory Auditors As at the date hereof the Board of Statutory Auditors of the Management Company is composed of the following members, who will hold the office until the approval of the company's financial statements relating to the period ended in 2007:

TITLE NAME AND SURNAME DATE OF BIRTH Chairman Michele Carpanedda 4 July 1952 Statutory Auditor Roberto Serrentino 24 September 1961 Statutory Auditor Francesco Nicolosi 26 October 1939

117 THE PROPERTY MANAGER The Management Company has appointed Generali Properties Asset Management S.p.A. (GPAM) as property manager for all the Properties. Generali Properties Asset Management (formerly G.G.I. - Gruppo Generali Immobiliare S.p.A.) is the real estate services company of the Generali Group. In January 2005, GPAM was taken over and became wholly owned by Assicurazioni Generali. As of the date of this Offering Circular, Assicurazioni Generali is rated "AA" by S&P, "A1" by Moody's and "AA" by Fitch, while the insurer financial strength is "AA" for S&P, "Aa3" for Moody's and "AA" for Fitch. GPAM deals with the real estate management of Generali Properties S.p.A. and the other companies of the Generali Group. The so-called "services area" (Property Management, Facility Management, Project Management and Agency of GPAM’s own properties) deals with technical and administrative management of real estate portfolios (belonging to Generali Properties S.p.A. or to third parties), with the aim of maximising the yield. In particular, the range of services comprises the following activities: (i) maintenance and renovation of buildings; (ii) rationalisation and optimisation of space; (iii) administrative activity on the portfolio under management; (iv) execution and renewal of agreements; (v) services connected to the management of ended leases; (vi) supervision of relationships with tenants; and (vii) management of human resources, in terms of porter's jobs and security services. The Property Manager manages assets in the total amount of Euro 9.9 billion, relating to a total surface of approximately 4.3 million square metres. Total rents managed are approximately Euro 576 million on a total of 9,565 leases.

118 THE REAL ESTATE INDEPENDENT ADVISOR General Patrigest S.p.A. (“Patrigest”) operates in the real estate services sector, with particular regard to technical advice to major investors involved in the real estate business. Patrigest S.p.A. offers consulting services for management and value enhancement of real estate portfolios to large distribution companies, banks, insurance companies, domestic and international institutional investors, both public and private, and multinational companies. Patrigest S.p.A. is part of the Gabetti Group, which is one of the leading Italian real estate brokerage firms. Patrigest has offices located in Milan and Rome with its registered office at Via Ugo Bassi 4/b, Milan. In its evaluation activities, Patrigest S.p.A. extensively utilises the Gabetti Network (over 750 offices widespread throughout Italy). Ownership and financial performance Patrigest S.p.A. is a limited liability joint-stock company with a share capital of 1,550,000. Its shares are owned 100% by Gabetti Holding S.p.A. The balance sheet as of December 31st, 2005 showed a net profit of € 1.169 million (in comparison to € 907,000 in the previous financial year) and net assets of € 2.959 million (€ 4.131 million in 2004). Services Patrigest provides a wide range of consulting services, which can be grouped broadly under two categories: 1. Valuation and Technical Due Diligence, including: - valuation and strategic analysis of assets or portfolios; - lease audits and yields analysis; - market surveys; - technical due diligence; - coordination and supervision for acquisitions and / or divestments; - investments analysis (including determination of investment value and analysis of due diligence results made by third parties). 2. Advisory, including: - feasibility studies and HBU (Highest and Best Use) analysis; - estates development (including supervision of due diligence phases, elaboration of business plans and structure of the operation); - Acquisitions and divestments (including assistance with the selection of investments/divestments into portfolios and evaluation of the congruity of proposals with their likely final outcome); - securitisations (selection of properties, identification of base prices, presentation of the analysis results to the rating agencies and coordination of all the real estate related issues). Patrigest S.p.A. is one of the major player in its field and is constantly involved with portfolio analysis for acquisition by qualified investors, securitisations of private and public real estate portfolios, spin-offs, portfolio disposals.

119 THE PROPERTY APPRAISER The Management Company has appointed REAG - Real Estate Advisory Group S.p.A. as the independent expert to assess the value of the properties to be contributed to the fund. REAG is an independent company, neither linked with any banking or business group nor acting as real estate broker, and is wholly owned by American Appraisal Associates, the world's leading independent valuation consultancy established in Milwaukee (U.S.A) in 1896. REAG was established in 1992 to provide dedicated valuation and consultancy services focused solely on the real estate sector. Over time, the Independent Expert has grown and is now one of the leading providers of the following real estate valuation and consulting services: - Investment & Advisory; - Asset Management; - Feasibility Studies; - Project Management; - Technical Due Diligence; - Urban Planning; - Valuation. As of 31 December 2005, REAG has acted as independent expert for the establishment and the periodical valuation of 20 Italian closed-end real estate funds.

120 THE AGENZIA DEL DEMANIO This section is a description of the Agenzia del Demanio by reason of the fact that Agenzia del Demanio is the main tenant under the ADD Lease Agreement. General The Agenzia del Demanio was incorporated pursuant to the Decree No. 300 of 30 July 1999 and started its activity on 1 January 2001. Following the approval of the Law Decree No. 173 of 3 July 2003, it became a public economic entity in July 2003. It is a legal entity, as stated in Article 61 of the Decree No. 300 of 30 July 1999 and, as a public entity, cannot be subject to bankruptcy procedures. Constitution and Purpose of the Agenzia del Demanio The provisions of the Decree No. 300 of 30 July 1999 state that the objects of the Agenzia del Demanio are to manage the real estate properties of the Republic of Italy, with a view to rationalise and enhance their value, to develop a database containing all relevant information on the real estate portfolio and the "beni demaniali" portfolio and to manage all the ordinary and extraordinary maintenance of the real estate assets, including any sale or funding programme on the market. The Agenzia del Demanio is autonomous from a financial, administrative and organisational point of view and is subject to supervision by the MEF. Activities The Agenzia del Demanio carries out the following activities: - sales and rentals; - acquisitions; - protection and supervision; - survey; - improvements; and - maintenance and repair of real estate assets. Sales and Rentals The Agenzia del Demanio rationalises the composition and use of the real estate of the Republic of Italy in two ways: (i) by renewing contracts and by transferring or taking delivery of properties from public administrations; and (ii) by selling, directly or indirectly, real estate of various types. This activity is carried out in accordance with the provisions of the Law Decree 351/2001 and of the Law Decree No. 269 of 30 September 2003, converted into Law No. 326 of 24 November 2003. Acquisitions The acquisition of new properties is carried out to meet the specific needs of the various public administrative entities. The importance and the success of this activity are shown by the improved financial terms (for example, payment only upon delivery of the building) and reduced delivery times (approximately within a quarter of the normal time frame). Protection and Supervision Using its authority to ensure the correct use of the real estate of the Republic of Italy, the Agenzia del Demanio has intensified the activity of prevention and suppression of abusive use of the managed property. During 2004, over 2,200 supervisory controls were commenced and approximately 1,731 injunctions were sought. Survey The Agenzia del Demanio carries out surveys of the real estate assets as a basis for the development of a new integrated information system aimed at improving the effectiveness of value-adding activities and of the management of the real estate entrusted to it. The detailed survey of over 30,000 properties of the Republic of Italy began in 2001 and is expected to be completed in 2008.

121 Improvements The need to increase the value of the real estate assets of the Republic of Italy is fulfilled by the Agenzia del Demanio through economic enhancement of a wide spectrum of properties, from high worth properties to minor units. Maintenance and Repair of the Real Estate In order to add value to the real estate, the Agenzia del Demanio has planned maintenance and repair programmes. Through its 19 branches, the Agenzia del Demanio is directly responsible for the ordinary maintenance of its real estate assets portfolio. Maintenance for all other assets used by public or private entities is a responsibility of the relevant occupier. Appointment of external entities for outsourcing is implemented in compliance with the law on "public works" (Law 109/1994). Extraordinary maintenance is managed in accordance with a three-year plan. Local branches are responsible for periodical controls of the status of the properties in the territory allocated to them and depending on the results of the checks, for organising maintenance. Organisational Structure The organisation has been designed to be both streamlined and operationally effective and, consequently, has only two organisational levels (central and local) that are strongly integrated, notwithstanding distinct responsibilities and competencies. The Central Management is divided into the following Central Divisions: - Central Division for Planning and Development; - Central Division for General Matters, - Central Division for Organisation and Human Resources; - Central Division for Administration and Finance; - Central Division for Portfolio Transactions; and - Central Division for Operative Area. The local entities have substantial operational and managerial autonomy, albeit that they focus on meeting common agreed objectives. The Agenzia del Demanio is organised in 19 branch offices and 56 sub-units linked to branch offices in order to ensure the best possible territorial coverage for the agency. The branches are responsible, inter alia, for the management of the real estate portfolio allocated to each area, in line with the guidelines imposed by the Direzione Generale dell'Agenzia and the Direzione Centrale Area Operativa. The 19 branches are located in: Ancona, Bari, Bologna, Cagliari, Campobasso, Catanzaro, Florence, Genoa, Matera, Milan, Naples, Palermo, Perugia, Pescara, Rome, Turin, Trento, Udine and Venice. Management and Supervisory Bodies Administrative responsibility for the Agenzia del Demanio is vested in the Director, the Management Committee and the Board of Auditors. As far as its own financial management is concerned, the Agenzia del Demanio is also subject to the control of the Corte dei Conti (Court of Accounts), as stated in the provisions of Law No. 259 of 14 January 1994. Pursuant to Article 4, paragraph 2-ter, of the Law Decree 351/2001, all the Pool A Properties and a portion of Via de’ Vecchietti have been leased by the Fund to Agenzia del Demanio, which in turn has assigned them in use to the same entities of the Public Administration which were using them prior to the contribution. In addition, on 29 December 2004 and pursuant to Article 4, paragraph 2-ter, of the Law Decree 351/2001, the Agenzia del Demanio entered into a lease agreement with the FIP - Fondo Immobili Pubblici, an Italian closed-end real estate investment fund, pursuant to which the Agenzia del Demanio has leased from such fund a pool of 396 properties having, as at 29 December 2004, an aggregate Net Lettable Area of approximately 2.6 million square metres.

122 THE REPUBLIC OF ITALY This section is a description of the Republic of Italy by reason of the function of the MEF and the Republic of Italy under the MEF Warranty and Indemnity Deed. Location, Area and Population The Republic of Italy is situated in south central Europe on a peninsula approximately 1,120 kilometres (696 miles) long and includes the islands of Sicily and Sardinia in the Mediterranean Sea and numerous smaller islands. To the North, Italy borders on France, Switzerland, Austria and Slovenia along the Alps, and to the East, West and South it is surrounded by the Mediterranean Sea. Its total area is approximately 301,300 square kilometres (116,336 square miles), and it has 7,375 kilometres (4,582 miles) of coastline. The independent States of San Marino and the Vatican City, whose combined area is approximately 61 square kilometres (24 square miles), are located within the same geographic area. The Apennine Mountains running along the peninsula and the Alps north of the peninsula give much of Italy a rugged terrain. At the end of 2003, Italy's population was estimated to be approximately 57.9 million, accounting for approximately 15.1 per cent of the European Union population. Italy is the fourth most populated country in the European Union after Germany, France and the United Kingdom. According to 2003 data of ISTAT, the eight regions in the southern part of the peninsula (including Sicily and Sardinia), known as the “Mezzogiorno”, have a population of approximately 20.7 million. Northern and central Italy have a population of approximately 26 million and 11.1 million, respectively. Rome, the capital and largest city, is situated near the western coast approximately halfway down the peninsula and, in 2003, had a population of 2.5 million. The next largest cities at such time were Milan, with a population of 1.3 million, Naples, with 1.0 million and Turin, with 0.9 million. According to the 2001 census, approximately 44.2 per cent of Italy's population lives in urban areas. Constitution, Government and Political System Italy was originally a loose-knit collection of city-states most of which united into one kingdom in 1861 and has been a democratic republic since 1946. The Government operates under a constitution, originally adopted in 1948, that provides for a division of powers among the legislative branch, the executive branch and the judiciary. The Legislative Branch. Parliament consists of a Chamber of Deputies, with 630 elected members, and a Senate, with 315 elected members and a small number of life Senators, consisting of former Presidents of the Republic and prominent individuals appointed by the President. The Chamber of Deputies and the Senate share the legislative power equally and have substantially the same powers. Any statute must be approved by both assemblies before being enacted. Except for life Senators, members of Parliament are elected for five years by direct universal adult suffrage, although elections have been held more frequently in the past, because the instability of multi-party coalitions has led to premature dissolutions of Parliament. The Executive Branch. The head of State is the President, elected for a seven-year term by an electoral college that includes the members of Parliament and 58 regional delegates. The current President, Giorgio Napolitano was elected in May 2006. The President has the power to appoint the Prime Minister and to dissolve Parliament. The Constitution also grants the President the power to appoint one-third of the members of the Constitutional Court, to call general elections and referenda and to command the armed forces. The President nominates and the Parliament confirms the Prime Minister, who is the effective head of Government. The Council of Ministers is appointed by the President on the Prime Minister's advice. The Prime Minister and Council of Ministers are responsible to both houses of Parliament and must resign if Parliament passes a vote of no confidence in the administration. Following the general elections held on 9 and 10 April 2006 the Unione obtained the majority and a new government has been formed on 17th of May, and will be led by Romano Prodi as Prime Minister. The European Union Italy is a signatory of the Treaty of European Union of 1992, also known as the “Maastricht Treaty”, which established the European Economic and Monetary Union, or EMU, culminating in the introduction of a single currency. Eleven member countries, including Italy, met the budget deficit, inflation, exchange rate and interest rate requirements of the Maastricht Treaty and were included in the first group of countries to

123 join the EMU on 1 January 1999. On that date, conversion from their old national currencies into the Euro was irrevocably fixed, and on the same date the Italian Lire central rate was set at Euro 1 to ITL 1,936.27. The Euro became legal tender, with monetary policy and exchange rate intervention to be conducted in Euros. The Euro was introduced in physical form in the countries participating in the EMU on 1 January 2002 and replaced in their entirety national notes and coins by 28 February 2002. Membership of International Organisations Italy is also a member of the North Atlantic Treaty Organisation (NATO), as well as many other regional and international organisations, including the United Nations and many of its affiliated agencies. Italy is one of the Group of Eight (G-8) industrialised nations, together with the United States, Japan, Germany, France, the United Kingdom, Canada and Russia and a member of the Organisation for Economic Co-operation and Development (OECD), the World Trade Organisation (WTO), the International Monetary Fund (IMF), the International Bank for Reconstruction and Development (World Bank), the European Bank for Reconstruction and Development (EBRD) and other regional development banks. 2005 Developments The following are estimated rounded summary economic and statistical data for the dates and periods indicated. Summary Statistical Data for 2005 The Economy 0.0% Real GDP growth Inflation 2.2% Unemployment rate 7.7% Government Debt (1) 1,507,556 Government debt expressed as a percentage of GDP 106.4% Government deficit (1) 58,174 General Government deficit as percentage of GDP 4.1% (1) On a public accounts basis, in million of Euro. Source: Eurostat Twelve months ended 31 December 2004 2005 (in millions of Euro) Balance of payments (12.027) (21.239) Current account Capital account 2.082 1.775 Financial account 8.884. 18.829 Errors and omissions (1.061) (635) Source: Ufficio Italiano Cambi

Rating of the Republic of Italy As at the date of this Offering Circular, the Republic of Italy's senior public unsecured and unsubordinated long-term debt is rated AA- by S&P, Aa2 by Moody's and AA (Rating Watch Negative) by Fitch Ratings.

124 THE TRANSFERORS Banca Intesa Gruppo Intesa is a leading Italian banking Group which provides a wide range of services and products to its approximately 7 million retail and 1 million corporate customers at home and its 3.5 million customers abroad. It relies on a network of over 3,000 branches located in all the Italian regions and 800 branches abroad. Gruppo Intesa ranks among the main banks in Croatia, Slovakia, Serbia and Montenegro, and Hungary through its local subsidiaries and is present in approximately 20 Countries with a specialised international network. The Group plays a primary role in pivotal financial activities in Italy, particularly in: banking intermediation (with a 12% market share in customer loans and deposits), foreign transactions (with a 17% market share in foreign trade payments), asset management (with a 26% market share in open-ended pension funds and 17% in bancassurance). As at 30 September 2005, Gruppo Intesa had total assets of 264 billion euro, loans to customers of 159 billion euro, direct customer deposits of 179 billion euro and customer deposits under administration of 492 billion euro. Banca Intesa operates through a customer-oriented organisational structure made up of five business units. The Retail Division serves Individuals, Small Businesses, Micro Enterprises, SMEs and Non-profit organisations; its main activities include private banking, wealth management and industrial credit (Banca Intesa Mediocredito, which has a leading position in Italy). The Corporate Division serves mid and large Corporates and financial institutions; its main activities include M&As and structured finance services, merchant banking, capital markets (Caboto), global custody and the specialised international network which comprises branches, representative offices and subsidiaries focused on corporate banking such as ZAO Banca Intesa, set up in 2003, the only Italian banking subsidiary licensed to operate in Russia. The specialised subsidiary Banca Intesa Infrastrutture e Sviluppo supports the Public and Infrastructure sector; its fields of action range from public work lending to securitisations for public entities and project finance. The Italian Subsidiary Banks Division includes banking subsidiaries deeply rooted in regional markets: Cariparma, Banca Popolare FriulAdria, Banca di Trento e Bolzano, Biverbanca and Intesa Casse del Centro. The International Subsidiary Banks Division includes subsidiaries abroad which provide retail and commercial banking services and are located mainly in Central-Eastern Europe: Privredna Banka Zagreb - PBZ, the second largest bank in Croatia, Vseobecna Uverova Banka - VUB, the second largest bank in Slovakia, Banca Intesa Beograd, the second largest bank in Serbia and Montenegro, Central-European International Bank - CIB, the fourth largest bank in Hungary and KMB, a leading bank in the Russian Federation in the segment of small enterprises. Banca Intesa has made customer focus its everyday mission in order to foster individuals’ access to financial services, support companies’ competitiveness and internationalisation and favour the upgrade of public administrations and infrastructure in the framework of long-lasting value creation for all stakeholders by harmonising business with social commitment. Banca Nazionale del Lavoro Overview Banca Nazionale del Lavoro is one of the major Italian banking groups, sixth in terms of market capitalization which amounted to Euro 9 billion at 30th April 2006. Founded in 1913, BNL was privatised in 1998 and has since undergone a far-reaching restructuring process which has transformed the Group into a mainly domestic player with a comprehensive range of banking services both in the corporate and in the retail sector. In the retail sector it has leading positions in mortgages and personal loans, and is active in the areas of debit/credit cards, asset management and bancassurance; in the corporate sector it offers a complete range of services with a significant presence in all types of credit including project finance, leasing, factoring and cross-border payments, in addition to international banking, financial risks management and brokerage. BNL’s commercial strategy is centred around a multi-channel distribution approach, leveraging on a broad distribution network across Italy, and on self-banking, phone-banking and e-banking positions. Structure of BNL Group

125 BNL Group has operations in all Italian regions. BNL Group has traditionally operated from its head offices in Rome, Via Vittorio Veneto, 119. BNL SpA is both the parent company of BNL Group and the Group's largest commercial banking entity. BNL co-ordinates and monitors BNL Group's activities and manages the relationship of the Group with the Bank of Italy. As of today, in addition to its parent company, BNL Group includes a number of companies and financial institutions (directly or indirectly controlled) operating inter alia in the areas of: banking (Artigiancassa), e-banking services (BNL Direct Services), factoring (Ifitalia, BNL Finance), leasing (Locafit), asset management (BNL Gestioni SGR, BNL Fondi Immobiliari SGR), trust services (Servizio Italia), insurance brokerage (BNL Broker Assicurazioni), services and infrastructure (BNL Multiservizi), publishing (BNL Edizioni) and acquiring (BNL POSitivity). There is also a subholding company (BNL Partecipazioni) and two joint venture companies operating in insurance (BNL Vita) and consumer credit finance and personal loans (Advera). Moreover, through its presence abroad, BNL Group offers its services (including structured finance and private banking) to Italian corporates with interests abroad and multinationals with interests in Italy. Share capital As at 31st December 2005, BNL's issued and outstanding share capital was equal to euro 2,216,479,467.60 fully paid-up, divided into 3,055,245,374 ordinary shares with a nominal value of euro 0.72 each, and into 23,198,331 savings shares with a nominal value of euro 0.72 each. Ordinary shares are the only securities issued by BNL which have voting rights attached at BNL’s Annual General Meeting. BNL's ordinary shares and savings shares are in dematerialised form, indivisible and freely transferable. Rating of debt instruments BNL currently has ratings assigned both to its long-term, unsecured, unsubordinated and unguaranteed debt obligations and to its short-term unsecured, unsubordinated and unguaranteed debt obligations. These are summarised in the table below. Rating Agency Short- Long- Outlook Last Rating term term Assessment Rating Rating Moody's P-1 Aa3 Outlook "Stable" 5 May 2006 Standard & Poor's Ratings A1+ AA- “Positive” Outlook 17 May 2006 Services Fitch Ratings Limited F1 AA- Outlook "Stable" 18 May 2006

Other information: public offer On 16th May 2006, BNP Paribas’ mandatory public tender offer on all BNL ordinary shares and the voluntary public tender offer on all BNL savings shares have come to an end with settlement on 19th May 2006. As a result, BNP Paribas has attained control of 97% of the ordinary shares and of 38% of the savings shares. As announced in the Offering document, BNP Paribas will launch a residual offer for the outstanding BNL ordinary shares. MS Bank Morgan Stanley Bank International Limited is a wholly owned subsidiary of Morgan Stanley. Morgan Stanley Bank International Limited is active in retail lending through the Morgan Stanley Bank International credit card as well as wholesale loan origination and securitisation in the United Kingdom and Europe. Morgan Stanley Bank International Limited is incorporated in England and Wales (registered number 3722571) and has its registered office at Cabot Square, Canary Wharf, London E14 4QA.

126 THE HEDGING PROVIDER Barclays Bank PLC is a public limited company registered in England and Wales under number 1026167. The liability of the members of Barclays Bank PLC is limited. It has its registered head office at 1 Churchill Place, London E14 5HP. Barclays Bank PLC was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 October 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985, Barclays Bank was re-registered as a public limited company and its name was changed from "Barclays Bank International Limited" to "Barclays Bank PLC". Barclays Bank PLC and its subsidiary undertakings (taken together, the "Barclays Group") is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. The Barclays Group also operates in many other countries around the world. The whole of the issued ordinary share capital of Barclays Bank PLC is beneficially owned by Barclays PLC, which is the ultimate holding company of the Barclays Group and one of the largest financial services companies in the world by market capitalisation. The short term unsecured obligations of Barclays Bank PLC are rated A-1+ by S&P, P-1 by Moody's and F1+ by Fitch and the long-term obligations of Barclays Bank PLC are rated AA by S&P, Aa1 by Moody's and AA+ by Fitch. From 2005, the Barclays Group will prepare financial statements on the basis of International Financial Reporting Standards ("IFRS"). Based on the unaudited interim financial information as at and for the period ended 30 June 2005, prepared in accordance with IFRS, the Barclays Group had total assets of £850,388 million, total net loans and advances of £272,348 million, total deposits of £302,253 million, and shareholders' equity of £22,050 million (including minority interests of £200 million). The profit before tax of the Barclays Group for the period ended 30 June 2005 was £2,690 million after charging an impairment loss on loans and advances and other credit risk provisions of £706 million. The Barclays Group's audited financial statements for the year ended 31 December 2004 were prepared in accordance with UK Generally Accepted Accounting Principles ("UK GAAP"). On this basis, as at 31 December 2004, the Barclays Group had total assets of £522,253 million, total net loans and advances of £330,077 million, total deposits of £328,742 million and total shareholders' funds of £18,271 million (including £690 million of non-equity funds). The profit before tax under UK GAAP for the year ended 31 December 2004 was £4,612 million after charging net provisions for bad and doubtful debts of £1,091 million.

127 THE ISSUER Introduction Patrimonio Uno CMBS S.r.l. (the “Issuer“) was incorporated on 26 September 2005, with the name of Blue Finance S.r.l., as a limited liability company (società a responsabilità limitata) organised under the laws of the Republic of Italy and pursuant to the Securitisation Law. The Issuer has its registered office at Via Eleonora Duse, 53, 00197 Rome (telephone number +39 06 80 91 593) and is registered in the Company’s Register of Rome under no. 08662651002 (tax code number 08662651002). The Issuer’s By-laws provide that the present term of Issuer’s incorporation ends on 31 December 2050, unless extended by the quotaholders in general meeting. The Issuer is registered in the register held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Banking Act under no. 37327 and with the special register (elenco speciale) held by the Bank of Italy in accordance with the provisions of Article 107 of the Banking Act. The quota capital of the Issuer is € 10,000, which has been fully paid-up. Each quotaholder has a voting right for each euro of the quota capital which it holds. As at the date of this Offering Circular the Issuer is directly controlled by the following sole quotaholder: Stichting Orfomon, with registered office at Amsteldjik 166, 1079 LH, The Netherlands. Exclusive activities The Issuer has been incorporated as a securitisation vehicle. The exclusive object of the Issuer, as set out in Article 3 of its By-laws (statuto), is to acquire monetary claims for the purposes of securitisation transactions and to issue asset backed securities. So long as any of the Notes remains outstanding, the Issuer will not, otherwise than as contemplated by the Securitisation Documents, or with the prior written consent of the Representative of the Noteholders, incur any other indebtedness for borrowed amounts or engage in any business (other than acquiring and holding the Claims, the assets on which the Notes are secured, issuing the Notes, entering into the Securitisation Documents to which it is or is to become a party and exercising its rights and performing its obligations thereunder), pay any dividends, repay or otherwise return any equity capital, have any subsidiaries, employees or premises, consolidate or merge with any other entity or convey or transfer its property or assets to any entity or to increase its quota capital. The Issuer will covenant to observe, inter alia, all the restrictions which are detailed in Condition 3. Directors of the Issuer The director of the Issuer is currently the following: Name Address Outside activities Gordon Edwin Charles Burrows Via Cassia 1170, Rome director and auditor in others companies

Statement of capitalisation and indebtedness The capitalisation of the Issuer as at the Issue Date, adjusted for the issue of the Notes, is as follows: Quota capital Euro 10,000

Loan capital Euro 115,050,000 Class A Commercial Mortgage Backed Floating Euro 115,050,000 Rate Notes due 2021 Euro 110,050,000 Class B Commercial Mortgage Backed Floating Euro 110,050,000 Rate Notes due 2021 Euro 70,000,000 Class C Commercial Mortgage Backed Floating Euro 70,000,000 Rate Notes due 2021

128 Euro 30,550,000 Class D Commercial Mortgage Backed Floating Euro 30,550,000 Rate Notes due 2021 Euro 39,500,000 Class E Commercial Mortgage Backed Floating Euro 39,500,000 Rate Notes due 2021 Euro 32,678,000 Class F Commercial Mortgage Backed Floating Euro 32,678,000 Rate Notes due 2021 Total loan capital Euro 397,828,000 Total capitalisation and indebtedness Euro 397,838,000 Save for the foregoing, at the date of this document the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. Financial statements The financial statements of the Issuer for the period from its incorporation to 31 December 2005 are attached hereto as Annex 2. The financial statements have been prepared in English language solely for the convenience of international readers. The Issuer accepts responsibility for the correct translation of the information set out therein. Auditors’ Report The report received by the Issuer from PKF Italia S.p.A., with office at Viale Vittorio Veneto 10, 20124 Milan, as independent auditors to the Issuer, is attached hereto, with the consent of PKF Italia S.p.A., as Annex 3.

129 THE LAW 130 SERVICER Credito Fondiario e Industriale S.p.A. (“Fonspa”) is a bank organised as a joint stock limited company (società per azioni), whose registered offices are at Via Cristoforo Colombo No. 80, Rome (Italy), enrolled under No. 10312.7 in the register of banks held by the Bank of Italy. Background and credentials Since its establishment in 1898, with the name of Credito Fondiario Sardo, Fonspa has operated in medium- long term funding operations and in the granting of mortgage loans to individuals, companies and public entities. Starting from 1992, operations are extended also to the industrial sector and the company name changes to Credito Fondiario e Industriale S.p.A. - FONSPA – Istituto per i Finanziamenti a Medio e Lungo Termine. From 2000 to June 2006 Fonspa was a wholly owned direct subsidiary of MS Fonspa Holding BV which is an indirect subsidiary of The Morgan Stanley Real Estate Funds - MSREF III International Finance B.V. (“MSREF”), a real estate investment fund exclusively managed by Morgan Stanley. On 15 June 2006, following the Bank of Italy’s approval, MS Fonspa Holding BV sold its participation in Fonspa to European Principal Assets Limited, which is an indirect subsidiary of Morgan Stanley. Fonspa is a duly authorised “servicer” approved by Bank of Italy and has been rated as primary servicer of commercial and residential mortgages in the Italian market by Fitch Ratings Limited and Standard & Poor’s. In the securitisation market Fonspa currently plays different roles in 17 securitisation transactions as Master Servicer, Corporate Servicer, Facility Agent, Calculation Agent, Cash Manager, Paying Agent and Representative of Noteholders, and performs servicing and special servicing activity in relation to loans secured by mortgages on commercial real estate located in Italy. As servicer under the Italian Securitisation Law No. 130/1999, Fonspa performs not only administrative functions, but is also responsible for verifying that the conduct of all parties involved in the transactions is subject to the “prudent person” standard of care and for monitoring the performance of the deal in order to protect the rights of the Noteholders (Article 2, paragraph 6, Law 130/1999). The results of this monitoring activity are periodically reported to the Board of Directors and to the Statutory Auditors of the bank and then submitted to the Bank of Italy. As at the date of this document it has 146 employees. The transition of a very experienced workforce (average of over 15 years in the sector) into a sound servicing structure was facilitated by K4F, an efficient and flexible operating platform which provides loan accounting and regulatory reporting and is linked to the accounting system for general ledger accounting. The IT system, highly automated, robust and flexible, is able to sustain huge volumes, maintaining reliability and stability. Back-up, disaster recovery and business continuity procedures are in place and periodically tested, reviewed and strengthened. Well documented servicing procedures and policies are available to staff on the company’s intranet. Fonspa has a dedicated internal audit function which is directly responsible for controlling the accuracy of servicing activities and submits internal audit reports to the Board of Directors on a quarterly basis.

130 THE PRIMARY SERVICER Morgan Stanley Mortgage Servicing Limited, formed in 1998, has been the named primary or master servicer on 23 of Morgan Stanley's 24 principal CMBS transactions. These transactions consist of more than Euro 17 billion in total issuance. MSMS has also been the named special servicer on most of these transactions. MSMS's current servicing portfolio consists of approximately 400 loans in 13 CMBS transactions totalling approximately Euro 12 billion, comprising of more than 10,000 properties located in the UK, France, Germany, Italy, Belgium, and Ireland. MSMS's current Fitch ratings are CPS1-(minus) UK for commercial primary servicing and CSS2-(minus) UK for commercial special servicing. MSMS's Fitch primary servicer rating was the first "1" category rating assigned by Fitch to a servicer in any asset class in Europe. MSMS's current S&P rating is "Above Average" with a Stable Outlook.

131 THE ACCOUNTS The Fund’s Accounts The Management Company has established the following accounts (the “Fund’s Accounts“) with the Depositary Bank: (i) the Fund’s Sales Proceeds Account for the deposit of the net proceeds from the sale of Properties; (ii) the Fund's Lease Payments Account for the deposit of all Lease Payments; (iii) the Fund’s Insurance Payments Account for the deposit of Insurance Payments; (i) the Fund’s Cash Indemnities Account for the deposit of all Cash Indemnities; (ii) the Fund’s Hedge Payments Account for the deposit of payments effected under the Hedging Agreement; (iii) the Fund’s Coni Payment Account for the deposit of the fraction of the advance under the Term B Facility Agreement relating to the payment of the purchase price of the Coni Properties subject to pre- emption rights due to cultural heritage legislation; (iv) the Fund’s Capex and Agency Fee Account for the deposit of a portion of the drawdown under the Term B Facility Agreement in order to effect payments in respect of fees due in relation to the Capex and Working Capital Facility Agreement; and (v) the Fund’s Arrangement Fees Account for the deposit of a portion of the drawdown under the Term B Facility Agreement in order to effect payments in respect of arrangement fees to be paid to the Transferors. In addition, the Management Company has established the Fund’s Excess Amounts Account, into which any available funds, after payment of all other senior items in the Fund Intercreditor Agreement, are deposited. Under the Fund Intercreditor Agreement, the Management Company is required to procure that there is always a Depositary Bank for the duration of the agreement. If the Depositary Bank is not considered by the Rating Agencies an Eligible Institution, the Management Company shall (i) appoint a substitute Depositary Bank which is an Eligible Institution or, (ii) arrange to sub-deposit the amounts standing to the credit of the Funds’ Accounts with a sub-depositary bank, indicated by the Agent, which is an Eligible Institution, the accounts on which such amounts are sub-deposited to be pledged in favour of the Loan Finance Parties, or, with the consent of the Agent, (iii) cause the Depositary Bank to provide additional guarantees from one or more Eligible Institutions (including third party guarantees), which are in form and substance satisfactory to the Agent. At all times after the Securitisation, the substitute Depositary Bank, the sub-depositary bank or the provider of the additional guarantees, shall be an Eligible Institution. The Issuer Accounts The Issuer has opened with the Account Bank: (i) the Collection Account; (ii) the Principal Accumulation Account; (iii) the Payments Account; (iv) the Issuer Corporate Capital Account; and it will open in Italy with an Eligible Institution the Securities Account (see “Transaction Summary - The Issuer Accounts”). (i) The Collection Account. Pursuant to the terms of the Cash Management and Agency Agreement, the Issuer has opened the Collection Account, into which all amounts (a) paid out to the Issuer in accordance with the Fund Intercreditor Agreement and (b) received by the Issuer from any party to the Securitisation Documents to which the Issuer is a party, will be paid into the Collection Account, provided that all amounts paid as principal under the Term Facility Agreements during the Pre- Amortisation Period shall be deposited on the Principal Accumulation Account. Pursuant to the terms of the Cash Management and Agency Agreement amounts standing to the credit of the Collection Account will be required to be transferred prior to each Payment Date by the Cash Manager to the Principal Accumulation Account or the Payments Account, as the case may be. (ii) The Principal Accumulation Account. Pursuant to the terms of the Cash Management and Agency Agreement, the Issuer has opened the Principal Accumulation Account, into which (i) all amounts paid as principal under the Term Facility Agreements, during the Pre-Amortisation Period or on such

132 earlier date in which an Issuer Enforcement Notice has been served on the Issuer and (ii) any amount deducted from the Class X Detachable Coupons in case of prepayment of the Term Facilities during the Pre-Amortisation Period, will be deposited. Pursuant to the terms of the Cash Management and Agency Agreement amounts standing to the credit of the Principal Accumulation Account will be required to be transferred prior to each Payment Date by the Cash Manager to the Payments Account. (iii) The Securities Account. Pursuant to the terms of the Cash Management and Agency Agreement, all Issuer Eligible Investments, which are composed of bonds, debentures or other financial instruments, will be recorded in the Securities Account. All amounts deriving from income earned from, or liquidation of, any Issuer Eligible Investment shall be paid into the Payments Account. (iv) The Payments Account. Pursuant to the terms of the Cash Management and Agency Agreement, all amounts standing to the credit of the Collection Account and the Principal Accumulation Account plus all amounts deriving from income earned from, or liquidation of, any Issuer Eligible Investments, all amounts of interest paid in respect of the credit balance from time to time in the Payments Account and any Liquidity Drawing (other than any amount used by the Issuer to cover any hedging shortfall payable to the Hedging Provider pursuant to the Hedging Agreement) are or will be credited into the Payments Account and, on each Payment Date, payments are made in accordance with the then applicable Priority of Payments as set out in Condition 4. (v) The Issuer Corporate Capital Account. All sums contributed by the quotaholder of the Issuer as quota capital of the Issuer and all amounts of interest (if any) paid in respect of amounts standing to the credit of the Issuer Corporate Capital Account are credited into the Issuer Corporate Capital Account. For purposes of the investments permitted to be made utilising the credit balance in the Payments Account “Issuer Eligible Investments“ means any investments in any short-term financial instruments (i) representing borrowed money obligations, comprising of bonds; (ii) denominated in Euro; (iii) which have an outstanding principal balance that pursuant to their terms may not be reduced as a result of the occurrence or non-occurrence of an event or circumstance other than payment default, insolvency or tax event relating to the issuer or similar event or circumstance; (iv) are capable of being held in Euroclear and/or Clearstream, Luxembourg; (v) which have a short term rating at least equal to A-1+ (by S&P) and F1+ (by Fitch); (vi) investment in deposits which banks which have a short term rating at least equal to A-1+ (by S&P) and F1+ (by Fitch). “Eligible Institution“ means a bank whose short-term senior unsecured unsubordinated rating by S&P and Fitch is at least equal to A-1+ and F1, respectively.

133 SELECTED ASPECTS OF ITALIAN LAW The following is a summary only of certain aspects of law that are relevant to the transactions described in this Offering Circular and of which prospective Noteholders should be aware. It is not intended to be exhaustive and prospective Noteholders should also read the detailed information set out elsewhere in this document. Regulatory Framework of the Fund Regulatory Framework relating to the real estate investment funds Real estate investment funds are collective savings funds (organismi di investimento collettivo del risparmio or O.I.C.R.) specialised exclusively in the real estate sector. This type of investment funds was first introduced by Law No. 86/1994, which (except for Articles 14 bis and 15 relating to real estate investment funds constituted by way of contribution of public assets and the tax regime applicable to such funds) has been abrogated and such investment funds are now regulated by (a) Legislative Decree n. 58 of 24 February 1998 (as amended from time to time, the “Consolidated Financial Law“), (b) the Ministry of Finance Decree No. 228 of 24 May 1999, as amended by Ministerial Decree No. 47 of 31 January 2003, (c) the Law Decree 351/2001 of 25 September 2001, converted, with amendments, into Law No. 410 of 23 November 2001, as amended (the “Law Decree 351/2001“), (d) Law of 25 January 1994, no. 86 (the “Law 86/1994”), as subsequently amended and integrated by (i) Law Decree of 26 September 1995, no. 406 converted into Law of 29 November 1995, no. 503 and (ii) Law of 23 December 1996, no 662; (e) the Ministry of Finance Decree 9 June 2004, (f) applicable Bank of Italy regulations (such as provvedimento of 14 April 2005), and (g) applicable Consob regulations. Under Italian law, closed-ended real estate investment funds are required to be managed by fund managers, which satisfy the following requirements: (i) they must be limited liability companies with registered offices in Italy and having as their exclusive purpose the management of real estate investment funds or shares in real estate companies; the shares of the fund manager may be owned by the public entities which contribute properties to the real estate investment fund; (ii) the management of the fund manager must satisfy certain professional requirements; (iii) the directors and internal auditors of the fund manager must satisfy certain integrity requirements while special honourability requirements apply to the fund manager’s controlling shareholder; (iv) the paid in share capital of the fund manager must be a minimum of Euro one million, in addition to an obligatory share participation of 2% the asset value of the fund; the share participation is not required in the case of funds (a) established through contribution of assets by public entities or (b) reserved to institutional investors; (v) the fund manager must be registered in a special roll maintained by the Bank of Italy which also, among other things, exercises oversight powers in respect of registered companies and their management of investment funds, sets general guidelines for investments with the management company’s assets and approves the investment funds’ regulations; (vi) fund managers are subject to a special accounting regime and their accounts are subject to mandatory audit; and (vii) fund managers are not subject to normal bankruptcy proceedings but are subject only to extraordinary administration and forced administrative liquidation proceedings in accordance with Italian law. Pursuant to the Consolidated Financial Law, the fund’s assets are autonomous, separate and distinguished from (a) the fund manager’s assets, (b) the shareholder’s assets, and (c) further fund’s assets managed by the same asset manager. The fund managers’ creditors and the shareholders’ creditors may not attach or claim against the fund’s assets. The fund manager is prevented from using the fund’s assets for its corporate purpose or in the interest of third parties. Each fund is ruled by its management rules (Regolamento di Gestione) which are approved by the Bank of Italy and which, inter alia, (a) set forth the characteristics of the fund and the management criteria, (b)

134 indicate the fund manager (if different from the asset management company establishing the fund), (c) appoint the Depositary bank for the fund, and (d) regulate the relationships between such entities and with the fund shareholders. Pursuant to the ministerial act (circolare) of the Ministry of Finance No. 218/T of 11 November 1999, the real estate assets owned by real estate investment funds, are registered in the real estate registrar (conservatoria dei registri immobiliari) as owned by the fund and managed by the relevant asset management company. The Ministry of Finance Decree No. 228 of 24 May 1999, as amended and supplemented by the Decree No. 47 of 31 January 2003 (the “Decree 228/1999“), contains provisions concerning Italian investment funds, both open and closed ended, and with regard to the latter it provides for specific rules regulating Italian real estate investment funds. Pursuant to Article 12-bis of the Decree 228/1999, the real estate investment funds may borrow an amount up to 60% of the value of the real estate assets and rights over real estate assets held and, in addition, an amount up to 20% of the value of the other assets held. The funds may borrow money also in order to effect refurbishments of the assets owned by it. Article 4 of Law Decree 351/2001 Law Decree 351/2001 contains provisions concerning the privatisation and exploitation of public real estate assets and the development of real estate investment funds. In particular, pursuant to Article 4, paragraph 1, of the Law Decree 351/2001, the MEF may promote the establishment of one or more real estate investment funds by contributing or transferring non-residential use real estate assets by the Republic of Italy, the Amministrazione autonoma dei Monopoli di Stato and non- territorial public entities (enti pubblici non territoriali). According to Article 4, the real estate assets to be contributed or transferred must be identified by one or more decrees of MEF (to be published in the Official Gazette of the Republic of Italy), which shall also regulate the procedure for the functioning of the relevant fund manager and for the placement of the units. See “The MEF Decrees” below Article 4, paragraph 2-ter, provides that the real estate assets contributed or transferred to the funds promoted by the MEF and used for governmental purposes (uso governativo) shall be leased to the Agenzia del Demanio, which shall, in turn, assign them to the same Italian public entities which were using them, for a period of up to 9 years (renewable), according to the criteria set in the above mentioned decrees of the MEF. Pursuant to Law No 80 of 14 May 2005, Article 4 is intended also to apply to the real estate assets of the social security entities. Special lien (privilegio speciale) established pursuant to Article 4, paragraph 2-bis, of Law Decree 351/2001 Pursuant to Article 4, paragraph 2-bis, of Law Decree 351/2001, claims related to amounts funded by banks or Cassa Depositi e Prestiti S.p.A. to real estate funds established under Article 4 of Law Decree 351/2001 are secured by privilegio speciale on the real estate assets contributed or transferred to such funds (“Art. 4 Privilegio Speciale“) and shall rank prior to any other claim arising thereafter, including those secured by way of a mortgage. Creation of Art. 4 Privilegio Speciale and Conflicts with Third Party Rights Unlike mortgages, which are established by way of registration of the relevant deed with the Registrar of the Real Estate Properties, Art. 4 Privilegio Speciale arises by operation of law, simultaneously with the creation of the banks’ claims, i.e. upon disbursement of the amounts referred to by Article 4 of Law Decree 351/2001, without any additional formality being required. In other words, no provision expressly requires or contemplates the public disclosure of the financing or refinancing transactions set forth by Article 4 of Law Decree 351/2001 and, consequently, of Art. 4 Privilegio Speciale. While the ministerial decrees enacted pursuant to Article 4, paragraph 1, of Law Decree 351/2001 provide a de facto disclosure of such transactions and possibly of the existence of Art. 4 Privilegio Speciale on certain real estate assets, such disclosure does not have the effects connected with legal publicity, i.e., the existence of a presumption of knowledge by the general public which may not be rebutted. The lack of a legal disclosure of the establishment of the Art. 4 Privilegio Speciale may however have certain implications in connection with foreclosure proceedings.

135 Conflicts with mortgagee creditors Pursuant to Article 4, Art. 4 Privilegio Speciale shall prevail over mortgages established on the same real estate assets on which such privilegi insist, thus empowering the relevant creditors, in the context of a foreclosure proceeding, to be satisfied over such assets in priority with respect to the creditors secured by way of a mortgage (see Article 2748, paragraph 2, of the Italian civil code), regardless of whether the mortgage is registered over the asset before or after the creation of the Art. 4 Privilegio Speciale. Secured Obligations Art. 4 Privilegio Speciale secure also ancillary claims which the creditor may acquire vis-à-vis the Fund, relating to the payment of (i) costs ordinarily incurred by the creditor in filing, or intervening in, the foreclosure proceeding, (ii) interest due for the year running at the time of the attachment and for the previous year, and (iii) interest due for the year(s) following the time of the attachment at the maximum rate equal to the legal rate of interest (i.e. currently set at 2.5%) and until the date on which the attached assets are sold (see Article 2749 of the Italian Civil Code). Duration of Art. 4 Privilegio Speciale. Assignment of the Claims Since privilegi are not self-standing rights which creditors may exercise separately from their claims, but rather a feature of the claims in respect of which they are granted, privilegi do not cease to be effective due to the lapse of time (and provided that the secured right does not cease to exist due, for example, to the operation of statute of limitations provisions), like mortgages, which require the registration to be renewed every twenty years. Therefore the validity and effectiveness of Art. 4 Privilegio Speciale is solely related to, and conditional upon, the validity and effectiveness of the claims secured by Privilegio Speciale. In addition, pursuant to Article 1263 of the Italian Civil Code, in the case of assignment of claims secured by privilegio, the latter shall be transferred to the assignee together with the assignment of the claim. The law does not provide for any costs or fees to be incurred in connection with the assignment. Enforcement of Claims and Attachment Procedures The judicial procedure to enforce claims assisted by Art. 4 Privilegio Speciale does not differ from the one to enforce claims secured by way of a mortgage, both being commenced by having the creditor serving the borrower with a writ of summons. In respect of attachment procedures, the circumstance that a claim is assisted by an Art. 4 Privilegio Speciale or secured by a mortgage does not affect the ordinary procedure concerning the commencement of foreclosure proceedings. Priority Interest Article 4, paragraph 2-bis, of Law Decree 351/2001 states that the ministerial decrees set forth by Article 4, paragraph 1, may regulate the extent to which the rentals and the other amounts deriving from the economic exploitation of the real estate assets contributed or transferred to the fund shall be assigned in priority for the purpose of reimbursing the amounts funded under the financing or refinancing transactions and may not be disposed of until full satisfaction of the aforesaid funded amounts. With respect to the creation of the destination of flows pursuant to the Transaction Decree see “The MEF Decrees” below. For a description of the application of the proceeds among the Borrower’s creditor pursuant to the Fund Intercreditor Agreement see “The Principal Loan Documents - The Fund Intercreditor Agreement”. The MEF Decrees

The Transaction Decree

On 23 December 2005 the MEF issued a decree (the “Transaction Decree“) (which was published in the Official Gazette of the Republic of Italy on 29 December 2005) which regulates certain aspects of the transaction for the contribution and transfer of the Properties to the Fund, including provisions concerning the ADD Lease Agreement, the assignment of use of the Properties to the Public Administration Users thereof, the priority interest in favour of the Lenders in the Rent payments under the ADD Lease Agreement and the representations and warranties to be given by the MEF in favour of the Fund, the Management Company and the Lenders.

The Transaction Decree provides that legal title to the Properties will be transferred to the Fund with effect

136 from the date the Fund's quotas issued as consideration for the Contribution Properties are issued and the price for the Transferred Properties is paid (the “Effective Date“). Commencing from the Effective Date, the relevant Properties to be leased to the ADD will be leased to the ADD which will enter into the ADD Lease Agreement for this purpose. The principal warranties and undertakings of the ADD under the ADD Lease Agreement are set forth in an attachment to the Transaction Decree. Such terms have been included in the ADD Lease Agreement. The Rent and the other economic conditions of the ADD Lease Agreement are required by the Transaction Decree to be determined on market terms and conditions on the basis of the appraisals conducted by independent appraisers appointed by the Management Company.

Under the terms of the Transaction Decree, the ADD is required to allocate the Properties subject to the ADD Lease Agreement to the Public Administration Users which occupied the Properties prior to their transfer or contribution to the Fund. The undertakings and obligations of such public entities in respect of the Properties and in favour of the ADD are set forth in an attachment to the Transaction Decree and were required to be formalised in writing to become effective as of the Effective Date.

The Transaction Decree states that the ADD shall have recourse to specified funds for purposes of satisfying its obligations under the ADD Lease Agreement and that the State Treasury, on the instruction of the ADD, will transfer the required payments under the ADD Lease Agreement directly to the Fund.

The Transaction Decree also provides that the ADD may only exercise its right to terminate the ADD Lease Agreement in respect of all of the Properties leased to it by the Fund at the end of the first nine year term of the ADD Lease Agreement if it has acquired the availability of other properties so that the Public Administration Users can continue to conduct their institutional activity in the properties.

The Transaction Decree specifically authorises the ADD to accept the assignment by way of guarantee by the Fund of all of its rights deriving from the ADD Lease Agreement to the Lenders and the Hedging Provider and any successor thereto.

The Transaction Decree reiterates the Lease Payments Priority Interest stating that the credits arising under the Facility Agreements enjoy a special privilege over the Contributed and Transferred Properties and are preferred over all other subsequently arising credits, including mortgages. All amounts paid in respect of the ADD Lease Agreement and the proceeds from the use of the Properties contributed to and transferred to the Fund are destined, with priority, to the repayment of the advances under the Facility Agreements and are not available for other purposes until the Lenders claims against the Fund are fully satisfied. See “Selected Aspects of Italian Law”.

Pursuant to the Transaction Decree, the MEF, on behalf of the Public Administration Users and Coni Servizi S.p.A., is authorised to make representations and warranties and to enter into warranty and indemnity undertakings to indemnify the Fund and the Lenders for damages suffered by them in connection with certain events which are described in an attachment to the Transaction Decree and to satisfy its indemnity obligations by way of the transfer of replacement real properties to the Fund or by way of cash payment, with right of recourse to the original owners, or by way of payment of cash directly by the original owners. See “The Principal Loan Documents - The MEF Warranty and Indemnity Deed”. The Contribution Decree

On 23 December 2005 the MEF, acting in concert with the Ministry of Cultural Assets and Affairs (Ministro per i beni e le attività culturali), issued a decree (the “Contribution Decree“) (which was published in the Official Gazette of the Republic of Italy on 29 December 2005) pursuant to which certain of the Properties were contributed to the Fund for the issuance of the Fund Units (as defined below) of the Fund.

Pursuant to the Contribution Decree, the Properties listed in an attachment thereto (the “Contributed Properties“), with the exclusion of any residential units comprised within the Properties, are transferred to the available assets (patrimonio disponibile) of the Italian State and then transferred, with effect from the date of publication of the Contribution Decree in the Official Gazette of the Republic of Italy, to the Fund in exchange for units issued by the Fund. The Contributed Properties are held by the Fund as its separate assets independent of the assets of the Management Company. The Contributed Properties include all accessories

137 and appurtenances related to them.

Under the terms of the Contribution Decree, the Fund becomes the owner of legal title to the Contributed Properties as of the date on which the settlement of the placement of the units issued by the Fund in consideration for the contribution of the Contributed Properties and the payment of the price required to be paid for the transfer of the Transferred Properties (the “Effective Date”). As consideration for the contribution of the Contributed Properties, the Fund issued (i) to the MEF a number of Class A Units equal to the aggregate price for the Contributed Properties determined on the basis of the appraisal of the Contributed Properties conducted by independent experts nominated by the Management Company divided by the nominal value of each Class A Unit equal to euro 100,000 and (ii) to the MEF, on behalf of a not for profit entity to be identified by the MEF in a subsequent decree, the Class B Fund Unit having a nominal value of Euro 1. The Class A Units and the Class B Fund Unit were issued on the date of publication of the Contribution Decree in the Official Gazette of the Republic of Italy. The Contribution Decree also provides that the Class A Units will be offered to qualified investors in the context of a private placement.

In addition, the Contribution Decree provided that from the Effective Date, the Contributed Properties are leased by the Fund to the ADD in accordance with the ADD Lease Agreement and allocated to the Public Administration Users each of which is required to pay a specified rent to the ADD.

The Contribution Decree identifies those of the Contributed Properties which may be of artistic, historical or archaeological interest and sets forth the following procedures required to be followed in respect of those Contributed Properties in order to protect their cultural significance.

Within 90 days from the publication of the Contribution Decree, the competent regional offices for cultural assets are required to verify whether the particular properties are of cultural significance and, if they are, such authorities are required to express their opinion regarding the transferability of the relevant Property to the Fund. If the relevant Properties may be transferred to the Fund then the regional authorities will (i) identify the uses of the Contribution Property which are compatible with its historic and artistic character and which do not prejudice their preservation, and (ii) prescribe rules regarding the relevant Contribution Properties which ensure their protection and preservation and guarantee that the public interest in the enjoyment of the Contribution Properties is not prejudiced. Such rules will then be deemed to be included as part of the Contribution Decree and will apply to the Contribution Properties even following their sale to third parties. If a Contribution Property is determined to be of cultural significance and the regional authorities determine that the Property should not be transferred to the Fund, the transfer of such Contribution Property pursuant to the Contribution Decree will be revoked. In addition, if there is a finding that a Contribution Property has cultural significance, the Ministry of Cultural Assets and Affairs may, within a period of 60 days after the expiry of the first 90 days period, resolve to buy the Contribution Property at the price allocated to it in the attachment to the Contribution Decree. Notification of the Ministry of Cultural Assets and Affairs’ intention to purchase a Contribution Property results in the revocation of the contribution of that Property under the Contribution Decree. Finally, if the Ministry of Cultural Assets and Affairs determines not to purchase any of the Contribution Properties which has cultural significance, then the relevant region and other territorial entities may propose their purchase of the Contribution Property within a certain time. The Transfer Decree

On 23 December 2005 the MEF, acting in concert with the Ministry of Labour and Social Policy (Ministro del lavoro e delle politiche sociali) and the Ministry of Cultural Assets and Affairs (Ministro per i beni e le attività culturali), issued a decree (the “Transfer Decree“) (which was published in the Official Gazette of the Republic of Italy on 29 December 2005) pursuant to which the Transferred Properties identified therein were transferred to the Fund for payment of the purchase price in respect thereof.

Pursuant to the Transfer Decree, the Properties listed on an attachment thereto (the “Transferred Properties“), with the exclusion of any residential units comprised within the Properties, are transferred to the available assets (patrimonio disponibile) of the Republic of Italy and then transferred for consideration, with effect from the date of publication of the Transfer Decrees in the Official Gazette of the Republic of Italy, to the Fund to be held by it as its separate assets independent of those of the Management Company.

138 The Transferred Properties include all accessories and appurtenances related to them.

Under the terms of the Transfer Decree, the Fund became the owner of legal title to the Transferred Properties as of the Effective Date. As consideration, the Fund paid to the MEF an aggregate price determined on the basis of the appraisal of the Transferred Properties conducted by independent experts nominated by the Management Company.

In addition, the Transfer Decree provides that, from the Effective Date, the Transferred Properties listed therein (i.e. assets used for governmental purposes (uso governativo) or by the public administration for its institutional activity) are leased by the Fund to the ADD in accordance with the ADD Lease Agreement and allocated to the Public Administration Users each of which is required to pay a specified rent to the ADD.

The Transfer Decree also states that the Agenzia delle entrate and the Agenzia del territorio will lease the Coni Properties with effect from the date on which the Coni Properties are sold to the Fund for an annual rent of Euro 1,616,113 and Euro 318,450, respectively, subject to revaluation as provided in the relevant lease.

The Transfer Decree identifies those of the Transferred Properties which may be of artistic, historical or archaeological interest and sets forth the same procedures as are set forth in the Contribution Decree to be followed in respect of those Transferred Properties in order to protect their cultural significance (see – The Contribution Decree).

The Closing Decree On 29 December 2005, the MEF issued a decree (the “Closing Decree“) (published in the Official Gazette of the Republic of Italy on 3 February 2006) pursuant to which certain additional aspects of the transfer and contribution of the Properties to the Fund are regulated. Under the Closing Decree, the number of Class A Units to be issued by the Fund to the MEF in respect of the Contributed Properties is established to be 2,607 units, with a nominal value of Euro 100,000 each, pertaining to an aggregate value of the Contributed Properties equal to Euro 260,700,000, as determined on the basis of the independent expert appraisal. In addition, the Fund issued the Class B fund quota, with a nominal value of Euro one, to the MEF in favour of “ANFFAS – Associazione Famiglie di Disabili Intellettivi e Relazionali”. In addition, the terms and conditions for the placement of the Class A Units with qualified investors are contained in an attachment to the Closing Decree. The proceeds from the placement of the Class A Units will be paid by the MEF to INAIL, INPS and CNR in proportions determined on the basis of the value of the Properties contributed by them to the Fund pursuant to the Contribution Decree. The Closing Decree states that the annual rent payable by the ADD to the Fund, established on the basis of market parameters, is determined to be equal to Euro 33,877,002, plus any revaluation in accordance with the ADD Lease Agreement. Finally, the Closing Decree contains certain additional indemnities which the MEF undertakes to pay in favour of the Fund. Revocation and challenge of administrative acts Administrative acts may in general be subject to revocation for public interest reasons or for changes in law or in via di autotutela, for reasons of merit or legitimacy (vizi di merito or vizi di legittimità). In addition administrative acts may be challenged by any interested party within sixty days from their publication in front of the administrative courts (tribunale amministrativo regionale) or within one-hundred and twenty days by recourse to the President of the Republic of Italy. In case of revocation of an administrative act such revocation may be challenged by the interested parties in front of the Italian courts and reimbursement of damages may be sought for the negative effects deriving therefrom. Properties Regulatory framework relating to Lease Agreements

Right of withdrawal under the Lease Agreements Pursuant to Article 27, last paragraph, of the Law No. 392 of 27 July 1978 (“Law 392/78“), lessees have a

139 statutory right to terminate at any time the lease agreement for serious reasons (gravi motivi) upon service of a six-month advance notice on the lessor. According to the prevailing case law, gravi motivi are considered to be objective events that are beyond the lessee’s will and unforeseeable at the time the lease agreement is executed, which render extremely burdensome the performance of the lease agreement for the lessee. In particular, the Italian Supreme Court (Corte di Cassazione) has stated that the need to transfer the activity carried out in the rented premises to another location may be considered as gravi motivi for the purposes of Article 27 of the Law 392/78, provided that this need was not a free choice of the lessee and that it arose after the execution of the relevant lease agreement. In the same ruling, the Italian Supreme Court (Corte di Cassazione) also confirmed the principle that gravi motivi are considered unforeseeable events which render the use of the leased real estate as originally planned burdensome for the lessee. On the basis of the above, it may be argued that an event considered as gravi motivi must be unforeseeable at the moment of the execution of the lease agreement and objective (i.e. it can not be connected to subjective choices of the lessee). In accordance with the above principle, the Italian Supreme Court (Corte di Cassazione) stated that: (i) the non-achievement of a pre-announced plan of growth of a suburban zone on which the lessee had relied (the decision also clarified that the unforeseeability must not be interpreted in an abstract and absolute sense but rather based upon the reasonable assurance that the event will occur), and (ii) economic trends, when objectively unforeseeable, may represent a grave motivo for the purposes of Article 27 of the Law 392/78. The Italian Supreme Court also stated that the termination by the lessee of the activities for which the real estate was used does not represent, per se, a suitable requirement for the lessee to exercise its right of withdrawal for gravi motivi, since this is considered a subjective decision of the lessee and not an objective and unforeseeable event. In addition, pursuant to Article 79 of Law 392/78, any contractual provision which grants the lessor a benefit which is not in compliance with the provisions of Law 392/78 may be deemed to be null and void. According to Article 4, paragraph 2-ter, of Law Decree 351/2001 the Lease Agreement executed by ADD provides for the waiver by the ADD, as Tenant, of the rights arising out from above cited Article 27 of Law 392/78. See “The Principal Loan Documents - The ADD Lease Agreement”.

Extraordinary maintenance costs According to Italian law and relevant case law, extraordinary maintenance costs include material maintenance and repair expenses necessary to maintain the properties fit for leasing purposes, including any substantial repair and maintenance works or replacement reasonably required by virtue of physical depreciation or inoperability of the properties and by new laws and regulations (excluding any works required by the specific activities carried out by the lessee), and any replacement or repair of structural elements (such as walls and roofs) which are essential for their safety and stability. Extraordinary maintenance costs do not include regular and minor works reasonably required to maintain the properties in good maintenance conditions in connection with the regular use and operation of the same nor modifications and improvements of the leased properties. Usually the extraordinary maintenance costs are borne by the landlord. The ADD Lease Agreement contains certain specific provisions aimed at splitting the maintenance costs between the landlord and the tenant (see “The Principal Loan Documents - The ADD Lease Agreement”).

Provisions governing recovery of amounts due under lease agreements A delay or a default by a tenant on its payment obligations under a lease agreement entitles the landlord to: (i) serve the tenant with a motion for eviction (the “Motion“), and convene it to appear before the competent Court for the purposes of ordering the eviction (the “Order“). The tenant would be entitled to cure its breach by paying to the landlord the due rents, plus interest and legal costs of the proceedings. In particular, the tenant may cure its breach in the first hearing or, if serious reasons occur, by the term granted to such extent by the judge, which shall not exceed 90 days from the date of the first hearing.

140 If the tenant does not appear before the Court, or does not challenge the Motion or does not cure its breach within the term granted by the judge, the Court may issue the Order and orders the tenant to release the leased property. The issuance of the Order is made approximately 30 - 60 days from the date of the service of the Motion. In the event the tenant challenges the Motion (i) the judge may still issue the Order and (ii) in any case special proceedings would follow in order to confirm the Order and to condemn the tenant to release the relevant property. Such proceedings may take a minimum of approximately 18-24 months. If the tenant, notwithstanding the issuance and/or the confirmation of the Order, does not release the property within a reasonable time after the date of the issuance of the Order or of the confirmation of the Order, further proceedings in order to enforce the Order and obtain the release of the property will follow. The enforcement proceedings may take, on average, a minimum of approximately 6-9 months. During this period, the tenant has in any case to pay an indemnity for the unlawful occupation to the landlord; (ii) terminate the relevant lease agreement pursuant to Article 1453 of the Italian Civil Code and claim payment of damages through an ordinary judicial proceedings. It may take a minimum of approximately 30-36 months to obtain the issuance of the sentence in first instance from such ordinary proceeding. The judgement issued in first instance is immediately enforceable vis-à-vis the losing party. In the event the condemned party challenges the judgement, appeal proceedings will follow that may take approximately 30-36 months. However, the Court of Appeal may stay the enforceability of the judgement issued in first instance if serious reasons occur (i.e. the risk that the condemned party could not obtain the restitution of the relevant amount at the moment of the issuance of the judgement in second instance, etc.); (iii) submit a claim for payment of unpaid rents. Such proceedings may run independently of any of the two above described proceedings or in conjunction with any of them. Should the landlord request the payment of the due rents, the judge may also order the tenant to pay the relevant rents by issuing an injunction order (the “Injunction Order“). Usually, in order to obtain the issuance of the Injunction Order written evidences of the due amount are requested. Having proved the due amount by filing the relevant invoices with the court, it is predictable that the Judge would issue the Injunction Order. The Injunction Order, which is immediately enforceable, must be served upon the tenant and may be challenged by it within 40 days from the date of the service. In the event the Injunction Order is challenged by the tenant, ordinary proceedings will start. Such proceedings may take a minimum of approximately 30-36 months. Expropriation Article 43 of the Italian Constitution states that for reasons of public convenience, by means of legislation, a specific business providing to the public an essential public utility service can be transferred to the State by means of expropriation. Article 42, paragraph 3, of the Italian Constitution further provides that private properties may be subject to expropriation for general interest reasons only when specific legislation provides for such possibility and provided that a fair indemnity is granted to the owner. The Italian Constitutional Court (Corte Costituzionale) has stated in various decisions that, according to Article 42 of the Italian Constitution, “fair indemnity” means an indemnity likely to represent a serious compensation but not implying, by definition, a full restoration of the loss suffered by the owner of the asset concerned (among others Corte Costituzionale 30 January 1980 n. 5). Lacking specific legislation providing otherwise, the amount of the indemnification is determined based on the general principle set forth by the regulations of expropriation procedures described below. Expropriation procedures are currently carried out according to Presidential Decree No. 327 of 8 June 2001 (so-called “Testo unico sull’espropriazione”). Enforcement of Mortgages

141 A mortgage lender may commence a foreclosure proceeding in respect of the mortgaged property by seeking a court order (titolo esecutivo) from the court in whose jurisdiction the mortgaged property is located. The court order must be served on the debtor. However, if the mortgage loan was executed in the form of a public deed before a notary (atto pubblico) or in the form of private deed authenticated by a notary public (scrittura privata autenticata) the mortgage lender can serve on the debtor a copy of the mortgage loan agreement, stamped by a notary public with an order for the execution thereof (formula esecutiva) without the need for a court order. For this reason, the execution of mortgage loans before a notary public is common practice. A notice of enforcement (atto di precetto) is notified by means of a court bailiff (ufficiale giudiziario). to the debtor together with either the court order or the notarised or authenticated loan agreement, as applicable. Not earlier than 10 days (unless, in order to avoid the risk of delay, the competent court authorises the waiver of such term) but no later than 90 days, from the date on which the notice of enforcement is served, the mortgage lender may request the attachment (pignoramento) of the mortgaged property. The attachment is served by means of a court bailiff (ufficiale giudiziario). The attachment must then be filed and registered with the Property Register. As of the date of the service of the attachment, the attachment is perfected as against the mortgagor. The attachment creates a legal charge over the relevant property, which avoids any other act of assignment or disposal made by the mortgagor in respect of the attached assets. The registration with the PRIA perfects the attachment as against third parties.

The court will, at the request of the mortgage lender, appoint a custodian to manage the mortgaged property and to act in the interests of the mortgage lender. If the mortgage lender does not make such a request, the debtor will automatically become the custodian of the property. The court is entitled to replace the custodian if it fails to comply with its custody obligations under applicable law.

Not earlier than 10 days and not later than 90 days after serving the court attachment order, the mortgage lender may request the court to sell the mortgaged property (istanza di vendita forzata). The debtor or any other third party having a right in rem over the relevant property is entitled to challenge the attachment either on procedural grounds (in those cases within 20 days from the execution of the relevant deed) or on merit. Upon an assessment of the defences raised by the debtor or relevant third party, the court may suspend the foreclosure proceeding in order to hear the relevant challenge.

The mortgage lender requesting the sale of a mortgaged property shall, within 120 from the deposit of such request, obtain copies of the relevant mortgage and cadastral certificates, which may take some time to obtain. However, pursuant to the Italian Civil Procedure Code the mortgage lender is allowed to substitute cadastral certificates (which are issued by the relevant land registry) with certificates obtained from public notaries reducing in such the duration of the foreclosure proceeding. Within 30 days from the deposit by the mortgage lender of the documentation referred to above the court will appoint an expert to assess the value of the mortgaged property (consulente tecnico di ufficio) and will schedule the hearing for the appearance of the parties and other involved creditors before the court. At the hearing, in the absence of challenges, the court will order the sale of the mortgaged property without auction.

In the event that no valid offers are made within the time limit established by the court, the court will order the sale of the mortgaged property by auction. On the basis of the expert's appraisal, the court determines the minimum bid price for the property at the auction. If, at auction, the minimum bid price is not achieved, the court may arrange a new auction and has a discretion to reduce the minimum bid price of one-fourth of the minimum bid price set for the purposes of the previous auction. In such case the court will also establish a new term not earlier than 60 days and not later than 90 days to present new offers. In the event that no offers at the minimum bid price are made during an auction, the mortgage lender may apply to the court for a direct assignment of the mortgaged property to the mortgage lender itself. In practice, however, the courts tend to hold auctions until the mortgaged property is sold to a third party.

The sale proceeds will be applied in satisfaction of the claims of the mortgage lender in priority to the claims of any other creditor of the debtor (save for the claims of the tax authorities for certain taxes due in relation to the mortgaged property which the relevant tax authority filed for in the foreclosure proceedings, the claims of other mortgage lenders secured by a higher ranking mortgage, claims for costs and expenses necessary in relation to safety and clean-up activities pursuant to Legislative Decree No. 22 of 5 February, 1997 and possible claims secured by privilege provided by law pursuant to Articles 2770 of the Italian Civil Code). 142 Pursuant to Article 2855 of the Italian Civil Code, the claims of a mortgage lender in respect of interest may be satisfied in priority to the claims of all other unsecured creditors in an amount equal to the aggregate of (a) the interest accrued at the contractual rate in the calendar year in which foreclosure proceedings are taken and in the two preceding calendar years and (b) the interest accrued at the legal rate (interessi legali - currently standing at 2.5 per cent. per annum) until the date on which the mortgaged property is sold. Any amount recovered in excess of this will be applied to satisfy the claims of any other creditors which have duly filed their respective claims in the foreclosure proceedings. The mortgage lender will be entitled to participate in the distribution of any such excess as an unsecured creditor for any unsecured claim to the extent the same has been duly filed. The balance, if any, will then be paid to the debtor.

Upon payment by the purchaser in full of the purchase price of the mortgaged property subject to foreclosure proceedings within the relevant specified time period, title to the property will be transferred after the court issues an official decree ordering the transfer. In the event that proceedings have been commenced by creditors other than the mortgage lender, the mortgage lender will have priority over those other creditors in having recourse to the assets of the borrower, the recourse being limited to the value of the mortgaged property.

The average duration of foreclosure proceedings in Italy, from the court order to the final distribution of the sale proceeds, is approximately seven years. However, timing may vary depending on the venue where the proceeding is located. The recently enacted reform of Italian Civil Code of Civil Procedure is expected to shorten the duration of foreclosure proceedings.

Legislation on cultural heritage properties Articles from 59 to 62 of the Legislative Decree No. 42 of 22 January 2004 contains the regulations relating to the transfer of those properties which, by means of legislation, may be qualified as properties of cultural and historical interest. The transfer, both in whole and in part, of such properties is always subject to a notification to the competent authorities (Sopraintendenza delle Belle Arti), within 30 days from the transfer date. Furthermore, if the transfer is for consideration, the Ministry of Cultural Assets and Activities (Ministro per i beni e le attività culturali) or other public entities (Regions, Provinces or Municipalities), not later than 60 days from receipt of the aforesaid notification, are entitled to exercise a right of pre-emption on such properties. The term to exercise the right of pre-emption is extended to 180 days in the event of delays or omissions in the relevant notification. In such case, the price to be paid to the transferor is equal to the transfer price or, if not determined and/or determinable, is officially fixed by the Ministry or, in the event of a dispute, by a person third party jointly appointed by the Ministry of Cultural Assets and Activities (Ministro per i beni e le attività culturali), and the transferor. If parties do not find and agreement for the nomination of the third, or for his substitution if the third nominated does not accept the task, after request of one of the parties it will be the President of the Court of the place in which the agreement is entered into, to determinate a new person. The Securitisation Law The Securitisation Law The Securitisation Law was conceived to simplify the securitisation process and to facilitate the increased use of securitisation as a financing technique in the Republic of Italy. It applies, inter alia, to securitisation transactions involving the sale (by way of non gratuitous assignment) of claims to a company created in accordance with Article 3 of the Securitisation Law which shall apply all amounts paid by the assigned debtors exclusively to meet its obligations under the notes that were issued to fund the purchase of such claims and the costs and expenses associated with the securitisation transaction. Ring-fencing of the assets Under the terms of Article 3 of the Securitisation Law, the assets relating to each securitisation transaction are, by operation of law, segregated for all purposes from all other assets of the company that purchases the claims. Prior to and upon a winding up of such a company the segregated assets are only available to holders of the notes that were issued to finance the acquisition of the relevant claims and to certain creditors claiming

143 payment of debts incurred by the company in connection with the securitisation of the relevant assets. In addition, the assets relating to a particular transaction are not available to the holders of notes issued to finance other securitisation transactions, if any, or to general creditors of the Issuer. Perfection of the assignment of the Claims The assignment of the Claims by the Transferors to the Issuer is expected to be made under the Securitisation Law and to be governed by Article 58, paragraphs 2, 3 and 4, of the Banking Act. Pursuant to Article 4, paragraph 2, of the Securitisation Law, the publication of a notice of the assignment of the Claims by the Transferor to the Issuer in the advertisement section of Official Gazette of the Republic of Italy and the registration in the Register of Companies (registro delle imprese) competent for the place where the Issuer has its registered offices (the “Notice“) renders the Claims and the proceeds derived therefrom immune from any attachment or other action under Italian law (other than a claw back; see “Investment Considerations - Claw back of the assignment of Claims”), except for attachments or actions that are intended to protect the rights of the Noteholders and the other Issuer Secured Creditors. In addition, as a consequence of the publication of the Notice, pursuant to Article 4 of the Securitisation Law the sale of the Claims cannot be challenged or disregarded by: (i) any third party assignee of the Claims, or any part thereof, by the Transferor may have previously assigned the Claims, or any part thereof, who has not satisfied the formalities required to ensure the effectiveness of his title as against third parties before the date of publication of the Notice; or (ii) a creditor of the Transferor who has a right to enforce his claims over the assets of the Transferor but who has not commenced enforcement proceedings in respect of the relevant Claims prior to the publication of the Notice. The assignment of the credit rights arising from the ADD Lease Agreement, the ADT Lease Agreement, the ADE Lease Agreement and the MEF Warranty and Indemnity Deed has been made through deed authenticated by a notary (scrittura privata autenticata) and notice thereof has been given to the relevant debtors though court bailiff for the purposes of Articles 69 and 70 of Decree 2440. The benefit of any privilege, guarantee or security interest guaranteeing or securing repayment of the assigned receivables is, subject to the fulfilment of the prior registrations (trascrizioni) in the relevant registers, automatically transferred to and protected with the same priority in favour of the Issuer, without the need for any formality or annotation.

144 TERMS AND CONDITIONS OF THE NOTES

The following is the text of the Terms and Conditions of the Notes (the “Conditions”). In these Conditions, any reference to the “holder” of a Note or to the “Noteholders” are to the ultimate beneficial owners of the Notes issued in dematerialised form and evidenced by book entries with Monte Titoli S.p.A. (“Monte Titoli”) in accordance with the provisions of (i) Article 28 of Legislative Decree No. 213 of 24 June, 1998 and (ii) Resolution No. 11768 of 23 December, 1998 of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) as amended by CONSOB Resolution No. 12497 of 20 April, 2000 and by CONSOB Resolution No. 13085 of 18 April, 2001 and as may be further amended from time to time. The Euro 115,050,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class A Notes”), the Euro 110,050,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class B Notes”), the Euro 70,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class C Notes”), the Euro 30,550,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class D Notes”), the Euro 39,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class E Notes”), the Euro 32,678,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2021 (the “Class F Notes” and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the “Notes”) are issued by Patrimonio Uno CMBS S.r.l. (the “Issuer”) on 28 June 2006 (the “Issue Date”) pursuant to Law No. 130 of 30 April, 1999 (the “Securitisation Law”) to finance the purchase of certain claims and connected rights arising out of two term facility agreements (the “Term Facility Agreements”) dated 30 December 2005, as amended, between Banca Intesa S.p.A., Banca Nazionale del Lavoro S.p.A., and Morgan Stanley Bank International Limited, Milan Branch (together referred as to the “Transferors” or the “Term Lenders”), Patrimonio Uno – Fondo Comune di Investimento Immobiliare Chiuso, as borrower (“Patrimonio Uno”, the “Fund” or the “Borrower”), acting through BNL Fondi Immobiliari SGR p.A. (the “Management Company”), and Banca Intesa S.p.A., as agent (the “Pre-securitisation Agent”), pursuant to the terms set forth therein. Following the issue of the Notes, the agent will be Morgan Stanley Mortgage Servicing Limited (the "Post- securitisation Agent"). In addition, the Class A Notes will have a second right to receive interest, which shall be the Class X1 Detachable Coupons and the Class X2 Detachable Coupons (together, the “Class X Detachable Coupons”), which will be detached from the Class A Notes on the Issue Date. The Issuer published an offering circular (Prospetto Informativo) on 28 June 2006 (the “Offering Circular”) in relation to the Notes as required by Article 2 of the Securitisation Law. Any reference below to a “class” of Notes or a “class” of Noteholders shall be a reference to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, as the case may be, or the respective holders thereof. The principal source of payment of interest and principal on the Notes and on the Class X Detachable Coupons will be collections made in respect of the claims and connected rights originating from the Term Facility Agreements and related documentation (the “Claims”) to be purchased by the Issuer from the Transferors pursuant to the terms of a transfer agreement dated on or before the Issue Date (the “Transfer Agreement”) between the Transferors, the Issuer, the Post-securitisation Agent and the Borrower effective as of the Issue Date (the “Transfer Date”). Under the terms of Article 3 of the Securitisation Law, the Issuer’s right, title and interest in and to the Claims is, by operation of law, segregated for all purposes from all other assets of the Issuer and amounts deriving therefrom will only be available both prior to and following a winding-up of the Issuer to satisfy the obligations of the Issuer to the holders for the time being of the Notes and of the Class X Detachable Coupons and to the other Issuer Secured Creditors under the Securitisation Documents and to meet other costs and expenses associated with the securitisation of the Claims by the Issuer, in accordance with the order of priority set out in Condition 4 below. By a subscription agreement entered into on or before the Issue Date (the “Subscription Agreement”) between the Issuer, the Fund, Banca Caboto S.p.A., Banca Nazionale del Lavoro S.p.A., and Morgan Stanley & Co. International Limited (the “Lead Managers”), the Arrangers, the Transferors, Calyon S.A. (the “Manager” and, together with the Lead Managers, the “Managers”) and the Representative of the Noteholders (as defined below), the Managers have agreed to subscribe for the Notes. The Managers, as initial holders of the Notes, and the Lead Managers, as initial holders of the Class X Detachable Coupons,

145 have, inter alia, appointed J.P. Morgan Corporate Trustee Services Limited (the “Representative of the Noteholders”) as their representative to perform, in their name and on their behalf and in the name and on behalf of all subsequent holders of the Notes and of the Class X Detachable Coupons, the activities described in these Conditions and in the Securitisation Documents (as defined below), and J.P. Morgan Corporate Trustee Services Limited has accepted such appointment. The Noteholders have the power to remove and appoint any Representative of the Noteholders pursuant to the Rules of the Organisation of the Noteholders (attached hereto). By a servicing agreement entered into on or before the Issue Date (the “Servicing Agreement”, between the Issuer, the Post-securitisation Agent, the Representative of the Noteholders, Credito Fondiario e Industriale S.p.A. as servicer and Morgan Stanley Mortgage Services Servicing Limited as Primary servicer (respectively, the “Law 130 Servicer” and the “Primary Servicer”), the Law 130 Servicer has agreed to service and administer the Claims on behalf of the Issuer, to verify that all payments made and received by or on behalf of the Issuer under or in connection with the Securitisation Documents have been made in compliance with the rules set forth in the relevant Securitisation Document and in any case in compliance with the Securitisation Law, while the Primary Servicer has undertaken to provide certain other services in respect of the maintenance, collection and enforcement of the Claims. By a corporate services agreement entered into on or before the Issue Date (the “Issuer Corporate Servicing Agreement”), between the Issuer, the Representative of Noteholders and KPMG Fides Servizi di Amministrazione S.p.A. as corporate services provider (the “Issuer Corporate Services Provider”), the Issuer Corporate Services Provider has agreed to provide certain corporate and administrative services to the Issuer. By a cash management and agency agreement entered into on or before the Issue Date (the “Cash Management and Agency Agreement”), between the Issuer, the Representative of the Noteholders, and JPMorgan Chase Bank N.A., London Branch as cash manager (the “Cash Manager”), JPMorgan Chase Bank N.A., Milan Branch as account bank and as principal paying agent (respectively, the “Account Bank” and the “Principal Paying Agent”), J.P. Morgan Bank Luxembourg S.A. as Luxembourg paying agent (the “Luxembourg Paying Agent” and, together with the Principal Paying Agent, the “Paying Agents”) and listing agent (the “Luxembourg Listing Agent”), (i) the Account Bank and the Cash Manager have agreed, inter alia, to provide the Issuer with certain calculation, notification, reporting and record keeping services together with account opening and handling and cash management services in relation to the moneys standing to the credit of the Issuer Accounts (as defined below) from time to time, and (ii) the Principal Paying Agent and the Luxembourg Paying Agent have agreed to provide certain agency and payment services to the Issuer in relation to the Notes and the listing of the Notes on the Luxembourg Stock Exchange. In particular, on each Payment Date the Principal Paying Agent shall effect payment of principal and interest in respect of the Notes of each class to the relevant Noteholders. By an intercreditor agreement entered into on or before the Issue Date (the “Issuer Intercreditor Agreement”) between the Issuer, the Representative of the Noteholders, the Law 130 Servicer, the Primary Servicer, the Account Bank, the Cash Manager, the Fund, the Issuer Corporate Services Provider, the Lead Managers, the Arrangers, the Issuer Liquidity Facility Provider and the Paying Agents, provision is made as to the application of the Issuer Available Funds and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise certain rights in relation to the Claims. In the exercise and performance of all its powers, authorities and duties (including the exercise of the Issuer’s rights granted to the Representative of Noteholders by means of the above power of attorney), the Representative of the Noteholders shall have regard to the interests of the Noteholders and the interests of the other Issuer Secured Creditors. By a liquidity facility agreement entered into on or about the Issue Date (the “Issuer Liquidity Facility Agreement”), between the Issuer, the Issuer Liquidity Facility Provider, the Cash Manager, the Issuer Corporate Services Provider and the Representative of the Noteholders, the Issuer Liquidity Facility Provider agreed to make available to the Issuer a 364 day renewable committed facility in a maximum aggregate amount equal to euro 45 million. The Issuer Liquidity Facility Agreement will provide the Issuer with liquidity support in the event that the Issuer Available Funds (without taking into account amounts rendered available by the Issuer Liquidity Facility Provider under the Issuer Liquidity Facility Agreement) as at any Payment Date are not sufficient to meet the Issuer’s obligation to pay, subject to certain conditions, (i)

146 interest due under the Notes and the Class X Detachable Coupons and all other amounts ranking in priority to or pari passu with such payments, and (ii) the Issuer is entitled to make a payment to the Hedging Provider under the Hedging Agreement. By a deed of charge entered into on or about the Issue Date (the “Deed of Charge”) by the Issuer on the Issue Date, the Issuer, with full title guarantee, shall create in favour of the Representative of the Noteholders and to be held by it as security trustee upon trust for itself and for and on behalf of the Noteholders and the other Issuer Secured Creditors a first fixed charge over the Issuer’s interest arising under the Hedging Agreement Charge. The Deed of Charge is governed by English law. By a deed of pledge entered into on or before the Issue Date (the “Deed of Pledge”) between, inter alia, the Issuer and the Representative of the Noteholders, the Issuer (a) has pledged in favour of the Representative of the Noteholders and the other Issuer Secured Creditors, as security for the Obligations: (i) all monetary claims and rights and all the amounts (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is or will be entitled pursuant to any Italian law governed Securitisation Documents to which the Issuer is a party (other than amounts due in respect of the Claims); and (ii) its credit rights vis-à-vis the Account Bank in respect of the credit balance standing from time to time to the credit of any of the Collection Account, the Principal Accumulation Account and the Payments Account (such rights are below jointly referred to as the “Pledged Claims” and the Deed of Pledge, together with the Deed of Charge, are referred to as the “Issuer Security”), and (b) shall pledge, in favour of the Representative of the Noteholders acting in the name, on behalf and for the benefit of itself and the other Issuer Secured Creditors, any security credited into the Securities Account, to the extent opened with an Eligible Institution in Italy. Proceeds derived from time to time from the subject matter of the Issuer Security will be applied in and towards satisfaction not only of the Notes but also of any other items ranking prior to the Notes according to the applicable Priority of Payments. Copies of these Conditions, the Transfer Agreement, the Servicing Agreement, the Cash Management and Agency Agreement, the Issuer Intercreditor Agreement, the Deed of Charge, the Subscription Agreement, the Deed of Pledge and the Issuer Corporate Servicing Agreement (collectively, the “Securitisation Documents”) and the Term Facility Agreements are available for inspection during normal business hours at the registered office for the time being of the Representative of the Noteholders and the specified office of the Luxembourg Paying Agent. The statements in these Conditions relating to the Notes include summaries of, and are subject to, the detailed provisions of the Securitisation Documents. Any amendment of the provisions of the Conditions shall not constitute a novation of the Notes, pursuant to Article 1230 of the Italian Civil Code. The Noteholders and the holders of the Class X Detachable Coupons are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Securitisation Documents applicable to them. In particular, each Noteholder and holders of the Class X Detachable Coupons, by reason of holding one or more Notes or one or more Class X Detachable Coupons, as the case may be, (i) recognises the Representative of the Noteholders as its representative, acting in the name and on behalf of itself, and agrees to be bound by the terms of the Securitisation Documents to which the Representative of the Noteholders is a party as if such Noteholder and holder of Class X Detachable Coupons was itself a signatory thereto, and (ii) acknowledges and accepts that the Lead Managers shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by any of the Noteholders or the holders of the Class X Detachable Coupons as a result of the performance by J.P. Morgan Corporate Trustee Services Limited of its duties as Representative of the Noteholders provided in the Securitisation Documents, these Conditions and the Rules of the Organisation of the Noteholders (as defined below). Any references in these Conditions to a deed or an agreement shall include such deed or agreement as from time to time modified or novated in accordance with its terms, and any deed, agreement or other document expressed to be supplemental thereto or entered into in substitution therefor, as from time to time so modified, novated or supplemented and in each in accordance with the provisions of the Transaction Documents related thereto. Any reference in these Conditions to a person acting in a specified capacity pursuant to a Transaction Document shall include that person’s successors, permitted assignees, transferees and any further or other person and all persons for the time being acting in such capacity pursuant to such Transaction Document.

147 In these Conditions: “Accrued Loan Interest” means the interest accrued on the Term Loans from the disbursement date of the Loan until 30 June 2006 paid to the Transferors pursuant to the Transfer Agreement will be paid to the Transferors. “ADD Lease Agreement” means the lease agreement entered into between the Agenzia del Demanio and the Fund in relation to certain Properties, including, without limitation, any lease agreement entered into between the Agenzia del Demanio and the Fund in relation to any Property transferred to the Fund pursuant to the MEF Warranty and Indemnity Deed; "ADE Lease Agreement" means the lease agreement entered into between the Fund and Agenzia delle Entrate in relation to the Coni Property in Florence, Via Santa Caterina d’Alessandria; “Administrative Cost Factor” is, for any Interest Period, equal to the percentage obtained by dividing: (i) the Administrative Fees for such Interest Period by (ii) the outstanding principal balance of each Term Loan at the beginning of the corresponding Loan Interest Period; “Administrative Cost Rate” with respect to any Interest Period is equal to a variable rate per annum, which is the percentage equal to the product of (a) the fraction obtained by dividing: (i) the Administrative Cost Factor by (ii) the actual number of days in the relevant Interest Period and (b) 360. The Administrative Cost Rate represents, as of any period of calculation, the per annum rate at which Ordinary Issuer Expenses for any Interest Period accrue against the outstanding principal balance of the Term Loans; “Administrative Fees” for any Interest Period will be the sum of all Ordinary Issuer Expenses plus VAT, if applicable, incurred during such Interest Period; "ADT Lease Agreement" means the lease agreement entered into between the Fund and Agenzia del Territorio in relation to the Coni Property in Turin, in Via Confienza; “Allocated Loan Amount” means, in respect of each Property, any amount repaid by the Borrower in respect of the Term Loans and allocated to such Property under the Term Facility Agreements; “Banking Act” means the Legislative Decree No. 385 of 1 September 1993; “Bankruptcy Proceedings” means any bankruptcy or similar proceeding applicable to any company or other undertaking or enterprise and in particular as for Italian law, the following procedures: fallimento, concordato preventivo, amministrazione controllata, liquidazione coatta amministrativa and amministrazione straordinaria. ”BNL Lease Agreement” means the lease agreement entered into between the Fund and Banca Nazionale del Lavoro S.p.A. in relation to the Coni Property in Florence, Via Santa Caterina d’Alessandria; “Borrower’s Available Funds” means, at any Loan Interest Payment Date, the sum of: (i) the amounts standing to the credit of the Sales Proceeds Account, less any amount standing thereto as guarantee (caparra or deposito cauzionale) for the sale of any of the Properties; (ii) the amounts standing to the credit of the Lease Payments Account; (iii) the amounts standing to the credit of the Fund’s Hedge Payments Account with the inclusion of the amounts expected to be received on or prior to the immediately following Loan Interest Payment Date from the Hedging Provider, other than of any amount received in respect of any swap termination payments (to the extent used or to be used in connection with the entering into replacement hedging agreements) and/or payments from the swap collateral; (iv) the amounts standing to the credit of the Fund’s Insurance Payments Account; (v) the amounts standing to the credit of the Fund’s Cash Indemnity Account; (vi) the proceeds arising out of the liquidation of Fund Eligible Investments, if any; and (vii) the Enforcement Proceeds, if any; “Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in London, Milan and Rome and on which the Trans-European Automated Real-time Gross

148 Settlement Transfer payment system is open for the settlement of payments in Euro; "Capex and Working Capital Facility Agreement" means the facility agreement dated 30 December 2005, as amended, entered into between the Borrower, the Capex Lenders and the Pre-securitisation Agent pursuant to which the Capex Lenders have agreed to advance to the Borrower an aggregate of Euro 30,488,000, up to Euro 20,488,000 for the purpose of financing capital expenditures and up to Euro 10,000,000 for general purposes costs; "Capex Lenders" means Banca Intesa S.p.A. and Banca Nazionale del Lavoro S.p.A. in their capacities as lenders under the Capex Facility Agreement; “Claims ” means any existing and future monetary claims and ancillary rights of the Transferors arising out of the Loan Agreement and the Loan Documents and assigned to the Issuer pursuant to the Transfer Agreement; “Claims Purchase Price” means the consideration paid by the Issuer to the Transferors against the sale and assignment of the Claims pursuant to the Transfer Agreement; “Class X Rate” from time to time will be equal to the excess, if any, of: (a) the Net Loan Rate over (b) the weighted average of the Interest Rates of all of the Notes (other than the Class X Detachable Coupons) (weighted on the basis of the respective Principal Amount Outstanding of such Notes immediately prior to the related Payment Date). “Clean-up Event” means the then aggregate principal amount outstanding of all the Term Loans (calculated as at the Note Calculation Date immediately preceding such Payment Date) being less than 10 per cent. of the initial principal balance of the Term Loans at the Issue Date. “Collection Account” means a euro-denominated account, held in the Republic of Italy, into which all amounts (a) paid out to the Issuer in accordance with the Fund Intercreditor Agreement and (b) received by the Issuer from any party under the Securitisation Documents to which the Issuer is a party, will be deposited, provided that all amounts paid as principal under the Term Facility Agreements during the Pre- Amortisation Period shall be deposited on the Principal Accumulation Account; “Collection Date” means the Business Day following each Loan Payment Date in respect of the Loan; “Collection Period” means each period of six months commencing on (and excluding) a Collection Date, and ending on (and including) the next following Collection Date provided that the first Collection Period will be from (and including) the Issue Date to (and including) the next following Collection Date; “Collections” means all amounts received (including recoveries and the proceeds of any disposal, in whole or in part, of the Claims) by the Issuer in relation to the Claims; “Coni Deeds of Sale” means the two deeds of sale pursuant to which Coni Servizi S.p.A. sold the CONI Properties to the Fund; "Coni Properties" means the properties transferred to the Fund by Coni Servizi S.p.A.; “Depositary Bank” means Banca Nazionale del Lavoro S.p.A., a bank organised as a company with limited liability under the laws of the Republic of Italy registered with the Bank of Italy under Article 13 of the Banking Act and having its registered office at Via Vittorio Veneto 119, Rome, Italy, as the bank at which the Fund’s Accounts are maintained, and any replacing bank; “Eligible Institution” means a bank with a short-term senior unsecured unsubordinated rating at least equal to A-1+ (by S&P) and F1 (by Fitch); “Enforcement Proceeds” means any and all proceeds obtained through the enforcement of any of the security interests or other assets of the Fund; “EURIBOR” means: (i) the rate per annum for deposits in Euro for a period corresponding to the relevant Interest Period which appears on the Reuters page EURIBOR01 or on the Telerate Page 3750 (provided that in case of differences the rate which appears on the Telerate Page 3750 will prevail) at or about 11:00 a.m. (Brussels time) on the applicable Interest Determination Date (as defined below); or

149 (ii) if no such rate appears on the Telerate Page 3750, the arithmetic mean (rounded upward to the nearest one sixteenth of one per cent (1/16%)) of the rates at which deposits in Euro are offered to prime banks in the Euro-zone interbank market for a period corresponding to that period, quoted at or about 11:00 a.m. (Brussels time) on the applicable Interest Determination Date by the Reference Banks; or (iii) if no such rate appears on the Telerate Page 3750 and none or only one of the Reference Banks provides such a quotation, the arithmetic mean (rounded upward to the nearest one sixteenth of one per cent (1/16%)) of the rates quoted by major banks in the Euro-zone, selected by the Principal Paying Agent upon consultation with the Agent, for deposits in Euro to leading European banks for a period corresponding to that period, at or about 11:00 a.m. (London time) on the applicable Interest Determination Date. “Euro-zone” means the region comprised of member states of the European Union that adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March, 1957) as amended by the Treaty on European Union (signed in Maastricht on 7 February, 1992); “Extended Loan Maturity Date” means the date falling after the Loan Maturity Date but no later than the Final Maturity Date, extended as permitted by Article 14, paragraph 6, of the Decree of the Minister of Treasury No. 228 of 24 May 1999, in accordance with the terms of the Term Facility Agreements; “Extraordinary Resolution” has the meaning ascribed to it in the Rules of the Organisation of the Noteholders; "Facility Agreements" means the Term Facility Agreements and the Capex Facility Agreement; “Fitch” means Fitch Ratings Ltd.; “Fund Eligible Investments” means any investments in any short-term financial instruments (i) representing borrowed money obligations, comprising of bonds; (ii) denominated in Euro; (iii) which have an outstanding principal balance that pursuant to their terms may not be reduced as a result of the occurrence or non-occurrence of an event or circumstance other than payment default, insolvency or tax event relating to the issuer or similar event or circumstance; (iv) are capable of being held in Euroclear and/or Clearstream, Luxembourg; (v) which have a short term rating at least equal to A-1+ (by S&P), P-1+ (by Moody’s) and F1+ (by Fitch); (vi) investment in deposits which banks which have a short term rating at least equal to A-1+ (by S&P), P-1+ (by Moody’s) and F1+ (by Fitch); “Fund Intercreditor Agreement” means the intercreditor agreement, as amended and supplemented, entered into among the Fund, the Term Lenders, the Capex Lenders, the Hedging Provider, the Pre- Securitisation Agent, the Post-Securitisation Agent and the Depositary Bank pursuant to which the order of priority for the distribution of (i) the Borrower’s Available Funds before the occurrence of a default under the Facility Agreements and acceleration thereof and (ii) the Borrower’s Available Funds after the occurrence of a default under the Facility Agreements and acceleration thereof, are established; “Fund’s Accounts” means the following accounts established by the Fund with the Depositary Bank: (i) the sales proceeds account (the “Fund’s Sales Proceeds Account”) managed and operated by the Management Company on behalf of the Borrower, into which the net proceeds from the sale of any Property will be deposited; (ii) the lease payments account (the “Lease Payments Account”) managed and operated by the Management Company on behalf of the Borrower, into which all payments under the Lease Agreements will be deposited; (iii) the insurance payments account (the “Fund’s Insurance Payments Account”) managed and operated by the Management Company on behalf of the Borrower, into which the insurance payments received by the Fund under the Insurance Policy will be deposited; (iv) the cash indemnities account (the “Fund’s Cash Indemnities Account ”) managed and operated by the Management Company on behalf of the Borrower, into which all cash indemnities received by the Fund will be deposited; (v) the hedge payments account (the “Fund’s Hedge Payments Account”) managed and operated by

150 the Management Company on behalf of the Fund, into which any payment effected under the Hedging Agreement will be deposited; (vi) the Coni payment account (the “Fund's Coni Payment Account”) managed and operated by the Management Company on behalf of the Borrower, into which will the fraction of the advance under the Term B Facility Agreement relating to the payment of the purchase price of the Coni Properties Subject to Pre-Emption Rights due to Cultural Heritage Legislation was deposited; (vii) the capex and agency fee account (the “Fund’s Capex and Agency Fee Account”) managed and operated by the Management Company on behalf of the Borrower, into which a portion of the drawdown under the Term B Facility Agreement was credited in order to effect payments in respect of fees due in relation to the Capex and Working Capital Facility Agreement; and (viii) the arrangement fees account (the “Fund’s Arrangement Fees Account”) managed and operated by the Management Company on behalf of the Borrower, into which a portion of the drawdown under the Term B Facility Agreement was credited in order to effect payments in respect of arrangement fees to be paid to the Transferors. “Fund’s Accounts Pledge” means the pledge of each of the Fund’s Accounts in favour of the Transferors and the Hedging Provider; “Hedging Agreement” means the ISDA Master Agreement and related schedules and confirmations, as amended and supplemented from time to time, entered into among the Borrower and the Hedging Provider pursuant to which the Fund has hedged its interest rate exposure arising from the difference between the fixed payments received from the Tenants under the Lease Agreements and the variable rates of interest payable by the Fund under the Facility Agreements; “Hedging Agreement Charge” means the deeds of charge pursuant to which the Borrower assigned to Banca Intesa S.p.A., acting as security trustee for the Loan Finance Parties, absolutely by way of first fixed security all of the Borrower's rights as against the Hedging Provider under and pursuant to the Hedging Agreement; “Hedging Provider” means Barclays Bank PLC; “Initial Principal Amount” means the principal amount of each class of Notes, or of the Notes, as the case may be, as of the Issue Date; “Insurance Policy” means the comprehensive building insurance policy (polizza globale fabbricati) no. 253623591 entered into by the Management Company, on behalf of the Fund, and Assicurazioni Generali S.p.A. on 29 December 2005; “Interest Collections”) means: (i) all payments of interest, fees (other than any prepayment fee, refinancing fee and any extension fee paid by the Borrower under the Term Facility Agreements), breakage costs, expenses, commissions and other sums paid by the Borrower or any third party in respect of the Claims during the relevant Collection Period (other than any payments in respect of principal); (ii) any interest paid on the Issuer Accounts (other than any interest earned by the Issuer on the Stand-by Amount) or on Issuer Eligible Investments and any other amounts paid on Issuer Eligible Investments other than principal thereof; (iii) to the extent applicable, any Liquidity Drawing under the Liquidity Facility (other than any amount used by the Issuer to cover any hedging shortfall payable to the Hedging Provider pursuant to the Hedging Agreement), which have been received by the Issuer during the Interest Period ending on such Payment Date; (iv) any amount paid by the Borrower to the Issuer pursuant to the Hedging Agreement; (v) any amount to be deducted from the Class X Detachable Coupons (i) in case of prepayment of the Term Facilities during the Pre-Amortisation Period or (ii) in case of redemption of the Notes on a Payment Date not falling on 30 June or 31 December; (vi) any amount paid by the Transferors at the Issue Date as difference between the Accrued Loan

151 Interest and the Pre-issue Accrued Loan Interest (adjusted to take into account any EURIBOR mismatches between the EURIBOR set at the disbursement date of the Term Loans and the EURIBOR set at the Issue Date). “Interest Payment Amount” means the euro amount of interest payable on the Notes in respect of each Interest Period; “Interest Period” means the First Interest Period and each successive period of time beginning on and including 30th of June and ending on but excluding 31st of December in each year, beginning on and including 31st of December and ending on but excluding 30th of June in each year and “First Interest Period”means the period beginning on and including the Issue Date and ending on but excluding 31 December 2006; “Issue Date” means 28 June 2006; “Issuer Accounts” means the Collection Account, the Principal Accumulation Account, the Securities Account, the Payments Account and the Issuer Corporate Capital Account; “Issuer Available Funds” means the Interest Collections and the Principal Collections collectively; “Issuer Corporate Capital Account” means a euro-denominated account, held with the Account Bank, to which all sums contributed by the quotaholder of the Issuer as quota capital of the Issuer are credited; “Issuer Eligible Investments” means any investments in any short-term financial instruments which may be settled at least one Business Day before the immediately following Note Calculation Date, which may be disposable without penalty at any time and which provide a fixed principal amount at maturity, (i) representing borrowed money obligations, comprising of bonds; (ii) denominated in Euro; (iii) which have an outstanding principal balance that pursuant to their terms may not be reduced as a result of the occurrence or non-occurrence of an event or circumstance other than payment default, insolvency or tax event relating to the issuer or similar event or circumstance; (iv) are capable of being held in Euroclear and/or Clearstream, Luxembourg; (v) which have a short term rating at least equal to A-1+ (by S&P) and F1+ (by Fitch); (vi) investment in deposits which banks which have a short term rating at least equal to A-1+ (by S&P) and F1+ (by Fitch); “Issuer Enforcement Event” has the meaning given to it in Condition 10; “Issuer Enforcement Notice” means the notice to be served by the Representative of the Noteholders upon occurrence of an Issuer Enforcement Event pursuant to Condition 10; “Issuer Secured Creditors” means the Noteholders, the holders of the Class X Detachable Coupons, the Representative of the Noteholders, the Arrangers, the Account Bank, the Cash Manager, the Law 130 Servicer, the Primary Servicer, the Lead Managers, the Issuer Liquidity Facility Provider, the Principal Paying Agent, the Luxembourg Paying Agent and the Issuer Corporate Services Provider; “Law 239 Deduction” means any deduction, substitute tax or withholding levied in accordance with Law No. 239 of 1 April 1996; “Lease Agreements” means, collectively: (i) the ADD Lease Agreement; (ii) the ADE Lease Agreement, (iii) the ADT Lease Agreement, (iv) the BNL Lease Agreement and (v) the Telecom Lease Agreement, (vi) the lease agreements transferred to the Fund as a result of the effectiveness of the transfer of the Properties; and (vii) any other lease agreement or other agreement (including “comodato” or any agreement granting a “diritto di uso” with respect to a Property) relating to any of the Properties entered into by the Fund with any third party in accordance with the terms and conditions of the Facility Agreements, including, without limitation, any lease agreement relating to any Property transferred to the Fund pursuant to the MEF Warranty and Indemnity Deed; “Lease Payments Assignment” means the assignment by way of security of the receivables deriving from the Lease Agreements in favour of the Transferors, the Agent and the Hedging Provider; “Lease Payments Priority Interest” means the priority interest established by operation of law pursuant to which 100% of the lease payments under the ADD Lease Agreement in respect of the Transferred Properties and the Contributed Properties and any other proceeds deriving from the Transferred Properties and the Contributed Properties shall accumulate in the Lease Payments Account as security for the Claims and be

152 unavailable for any other purpose until the Claims have been irrevocably repaid; “Liquidity Drawing” means, in respect of any Payment Date, any amounts due and payable to the Issuer by the Issuer Liquidity Facility Provider pursuant to the terms of the Issuer Liquidity Facility Agreement; “Loan Documents” means the Facility Agreements, the Hedging Agreement, the Fund Intercreditor Agreement, the Lease Agreements, the MEF Warranty and Indemnity Deed, the Loan Security Documents and the Insurance Policy; “Loan Finance Documents” means, collectively, the Facility Agreements, the Loan Security Documents, the Fund Intercreditor Agreement and the Hedging Agreement; "Loan Finance Parties" means Banca Intesa S.p.A., as Lender and as Pre-securitisation Agent, MS Bank, as Lender, BNL, as Lender and as Depositary Bank, and the Hedging Provider; “Loan Interest Payment Date means any date falling 3 (three) Business Days prior to 30 June and 31 December of each year; “Loan Interest Period” means each interest period under the Term Facility Agreements; “Loan Maturity Date” means 31 December 2017 or if the term of the Fund is extended (for a period of up to three years pursuant to Ministerial Decree No. 228 of 24 May 1999), the last day of the Fund’s extended term; “Loan Payment Date” means the date falling 3 (three) Business Days prior to each 30 June and 31 December of each year; “Loan Prepayment Amount” means any amount prepaid under the Term Facility Agreements in any Collection Period in the event of a mandatory prepayment or a voluntary prepayment, pursuant to the Term Facility Agreements; “Loan Security Documents” means, collectively, the Special Lien, the Mortgage, the Lease Payments Priority Interest, the Fund’s Accounts Pledge, the Loss Payee Clause, the Lease Payments Assignment, the Warranty and Indemnity Receivables Assignment Agreement and the Hedging Agreement Charge; “Loan Trigger Event” means any event which may trigger the acceleration, the withdrawal or the default of the Term Facility Agreements; “Loss Payee Clause” means the loss payee clause pursuant to which the Transferors have been appointed as the beneficiaries entitled to receive the payment of all insurance indemnities due to the Borrower under the Insurance Policies, and any subsequent loss payee clause issued in favour of the Issuer upon request of the Transferors; “Margin” means: (i) in respect of the Class A Notes, 0.17 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class A Margin”) of 0.34 per cent per annum; (ii) in respect of the Class B Notes, 0.31 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class B Margin”) of 0.62 per cent per annum; (iii) in respect of the Class C Notes, 0.40 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class C Margin”) of 0.80 per cent per annum; (iv) in respect of the Class D Notes, 0.45 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class D Margin”) of 0.90 per cent per annum; (v) in respect of the Class E Notes, 0.48 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class E Margin”) of 0.96 per cent per annum; (vi) in respect of the Class F Notes, 0.50 per cent per annum up to and excluding the Step-up Date and thereafter a margin (the “Step-up Class F Margin” and, together with the Step-up Class A Margin, the Step-up Class B Margin, the Step-up Class C Margin, the Step-up Class D Margin and the Step- up Class E Margin, the “Step-up Margin”) of 1.00 per cent per annum; “MEF” means the Ministry of Economy and Finance of the Republic of Italy;

153 “MEF Warranty and Indemnity Deed” means the warranty and indemnity deed pursuant to which, among other things, the MEF has made certain representations and warranties for the benefit of the Transferors and the Borrower and has undertaken to indemnify the Borrower and/or the Transferors in case of certain costs, damages and/or losses incurred by them, as amended; “Moody’s” means Moody’s Investors Service Ltd.; "Mortgage" means the mortgage in favour of the Loan Finance Parties covering the Coni Properties; “Net Loan Rate” for the Term Loans, with respect to any Loan Interest Period, is equal to the per annum interest rate due on the Term Loans for such period less the Administrative Cost Rate for the related Loan Interest Period; “Note Calculation Date” means each date which is 2 Business Days before each Payment Date; “Obligations” means the aggregate of all moneys and other liabilities for the time being due or owing by the Issuer to the Issuer Secured Creditors under any Securitisation Documents to which the Issuer is a party; “Ordinary Issuer Expenses” means, with respect to any Interest Period, the ordinary and recurring fees of: (i) the Representative of the Noteholders, the Account Bank, the Cash Manager, the Principal Paying Agent, the Luxembourg Paying Agent, the Law 130 Servicer, the Primary Servicer, the Issuer Corporate Services Provider; (ii) the Issuer’s directors and the accountants or auditors appointed by the Issuer or its directors, (iii) the Issuer Liquidity Provider, (iv) the Rating Agencies, (v) the stock exchange where the Notes are listed, (vi) the fees due to any special servicer pursuant to the Servicing Agreement. Such ordinary and recurring fees do not represent all of the expenses incurred by the Issuer, but instead represent those ordinary, recurring fees to be paid by the Issuer on a semi-annual basis to those transaction parties described above for the purpose of calculating the Net Loan Rate. The Ordinary Issuer Expenses, based on first year expenses, are expected to be in the range between Euro 300,000 and Euro 350,000 per annum, which do not include interest expense relating to any drawings of the Liquidity Facility, if actually made; “Organisation of Noteholders” means the association of the Noteholders created on the Issue Date; “Other Principal Repayment Amounts” means any principal amount repaid by the Borrower in respect of the Term Loans other than the Allocated Loan Amount and the Release Premium and any proceeds deriving from the sale of the Claims; “Payment Date” means the 30 June and 31 December in each year (or if such day is not a Business Day, the immediately following Business Day); “Payments Account” means a euro-denominated account, held in the Republic of Italy into which (i) amounts standing to the credit of the Collection Account, the Principal Accumulation Account and the Securities Account are or will be transferred and (ii) any Liquidity Drawing (as defined below) (other than any amount used by the Issuer to cover any hedging shortfall payable to the Hedging Provider pursuant to the Hedging Agreement) will be deposited, and out of which, in respect of each Payment Date, payments are made in accordance with the then applicable Priority of Payments as set out in Condition 4; “Pre-Amortisation Period” means the period commencing on (and including) the Issue Date and ending on (but excluding) the Payment Date falling in December 2007; “Pre-issue Accrued Loan Interest” means the Term Loans interest accrued from the disbursement date of the Term Loans until the Issue Date, which the Transferors are entitled to retain. “Principal Accumulation Account” means a euro-denominated account, held in Italy, into which (i) all amounts paid as principal under the Term Facility Agreements, during the Pre-Amortisation Period or on such earlier date in which an Issuer Enforcement Notice has been served on the Issuer and (ii) any amount deducted from the Class X Detachable Coupons in case of prepayment of the Term Facilities during the Pre- Amortisation Period,, will be deposited; “Principal Amount Outstanding” means in respect of a Note on any date the principal amount of that Note upon issue less the aggregate amount of all principal repayments in respect of that Note that have been made prior to such date; Principal Collections means collectively the Allocated Loan Amounts, the Release Premium and the Other Principal Repayment Amounts;

154 “Principal Payment” means the principal amount of a class which is required to be redeemed or repaid in whole or in part (if any) in respect of each Note on any Payment Date in accordance to Condition 6. “Priority of Payments” has the meaning indicated in Condition 4; “Properties” means the properties contributed and transferred to the Fund by decree of the MEF and the Coni Properties; “Rating Agencies” means, collectively, S&P and Fitch; “Reference Banks” means the three major banks in the Euro-zone interbank market selected by the Issuer with the approval of the Representative of the Noteholders (or their respective permitted successors or assignees from time to time) and being, as at the Issue Date, Deutsche Bank AG, Unicredito Italiano S.p.A. and Citibank N.A.; “Release Premium” means any amount repaid by the Borrower as release premium in respect of the Term Loans; “Rules of the Organisation of the Noteholders” means the rules of the Organisation of Noteholders contained in Schedule 1 attached to these Conditions; “S&P” means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies Inc.; “Securities Account” means a euro-denominated account, to be opened by the Issuer with an Eligible Institution in Italy, for the deposit of Issuer Eligible Investments which are composed of bonds, debentures or other financial instruments; “Security Interest” means any mortgage, charge, pledge, lien, right of set-off, encumbrance, special privilege (privilegio speciale), assignment by way of security, retention of title or any other security interest whatsoever or any other agreement or arrangement having the effect of conferring security; “Sequential Payment Event” there is a sequential payment trigger if (a) the Class A Notes have an aggregate principal amount outstanding greater than 40 per cent. of their initial principal amount, or (b) there has been a Loan Trigger Event; “Servicing Fees” means the amounts to be paid by the Issuer to the Law 130 Servicer and the Primary Servicer, respectively, as agreed between the Law 130 Servicer, the Primary Servicer, the Issuer and the Representative of the Noteholders (acting for and on behalf of the Issuer Secured Creditors) in the Servicing Agreement, in either case, in accordance with the provisions of the Securitisation Documents; “Special Lien” means the special lien (privilegio speciale) over all of the Properties created by operation of law pursuant to Article 4, paragraph 2-bis, of Law Decree 351/2001; “Stand-by Amount” means the amount equal to the available Liquidity Facility paid by the Liquidity Facility Provider upon occurrence of certain events into a bank account to be opened for such purpose in the name of the Issuer with (a) the Liquidity Facility Provider so long as the latter is an Eligible Institution, or (b) any other Eligible Institution, should the Liquidity Facility Provider cease to be an Eligible Institution. “Step-up Date” means the Payment Date falling on December 2012; "Telecom Lease Agreement" means the lease agreement entered into between the Fund and Telecom Italia S.p.A. in relation to the Coni Property in Turin, Via Confienza; "Tenants" means the tenants of the Properties and “Tenant” means each of them; “Term A Loan” means the loan of Euro 341,709,600 disbursed by the Term Lenders pursuant to the terms of the Term A Facility Agreement; “Term B Loan” means the loan of Euro 56,118,925 disbursed by the Term Lenders pursuant to the terms of the Term B Facility Agreement; “Term Loans” means the Term A Loan and the Term B Loan collectively; “Transaction Documents” means, collectively, the Loan Documents and the Securitisation Documents; “Warranty and Indemnity Receivables Assignment Agreement” means the assignment by way of security of the receivables under the MEF Warranty and Indemnity Deed in favour of the Lenders, the Agent

155 and the Hedging Provider. 1. Form, denomination and title (a) The Notes are issued in dematerialised form and will be wholly and exclusively deposited with Monte Titoli in accordance with Article 28 of Italian Legislative Decree No. 213 of 24 June 1998, through the authorised institutions listed in Article 30 of such Legislative Decree. The Notes shall be issued in registered form in the denomination of euro 50,000 each (and any integral multiple of euro 1,000 in excess thereof). (b) The Notes and the Class X Detachable Coupons will be held by Monte Titoli until redemption for the account of the relevant Monte Titoli Account Holder. For these purposes, “Monte Titoli Account Holder” means any authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli and includes any Depositary banks appointed by Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Monte Titoli shall act as Depositary for Clearstream and Euroclear. Title to the Notes will be evidenced by one or more book entries in accordance with the provisions of: (i) Article 28 of Italian Legislative Decree No. 213 of 24 June, 1998; and (ii) CONSOB Regulation No. 11768 of 23 December, 1998, as amended from time to time. No certificate or physical document of title will be issued in respect of the Notes. (c) Notwithstanding Condition 1(a), should the Notes or the Class X Detachable Coupons be issued in paper form, they will circulate as registered notes (titoli nominativi). 2. Status, ranking, segregation and security (a) The Notes and the Class X Detachable Coupons constitute limited recourse obligations of the Issuer and, accordingly, the extent of the obligation of the Issuer to make payments under the Notes is limited to the amounts received or recovered by the Issuer from or in respect of the Claims, the amounts standing to the credit of the Issuer Accounts and its rights under the Securitisation Documents (the “Issuer’s Rights”). The Noteholders and the holders of the Class X Detachable Coupons acknowledge that the limited recourse nature of the Notes and the Class X Detachable Coupons produces the effects of a “contratto aleatorio” under Italian law and they accept the consequences thereof. (b) With respect of the obligations of the Issuer to pay interest on the Notes and the Class X Detachable Coupons prior to the service of an Issuer Enforcement Notice (i) the Class A Notes and the Class X Detachable Coupons will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes; (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes and to the Class X Detachable Coupons; (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class B Notes; (iv) the Class D Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class C Notes; (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes; and (v) the Class F Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. With respect of the obligations of the Issuer to repay the Allocated Loan Amount and the Release Premium, prior to the service of an Issuer Enforcement Notice and provided that no Sequential Payment Event has occurred and is continuing, each class of Notes will rank pari passu and pro rata in accordance with the Principal Amount Outstanding of each such class. With respect of the obligations of the Issuer to repay, prior to the service of an Issuer Enforcement Notice, the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or the Principal Collections, if a Sequential Payment Event has occurred, (i) the Class A Notes will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes, (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes, (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class B Notes, (iv) the Class D Notes will rank pari passu and pro rata without any preference

156 or priority among themselves, but subordinated to the Class C Notes, (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes, and (v) the Class F Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. With respect of the obligations of the Issuer to pay interest and repay principal following the service of an Issuer Enforcement Notice (i) the Class A Notes and the Class X Detachable Coupons (with respect to the interest only) will rank pari passu and pro rata without any preference or priority among themselves and in priority to the Class B Notes; (ii) the Class B Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class A Notes and the Class X Detachable Coupons (with respect to the interest only); (iii) the Class C Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class B Notes; (iv) the Class D Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class C Notes; (v) the Class E Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class D Notes; and (v) the Class F Notes will rank pari passu and pro rata without any preference or priority among themselves, but subordinated to the Class E Notes. (c) The Notes and the Class X Detachable Coupons are secured over certain assets of the Issuer. By operation of the Securitisation Law, the Issuer’s right, title and interest in and to the Claims are segregated from all other assets of the Issuer and amounts deriving therefrom will only be available both prior to and following a winding-up of the Issuer to satisfy the obligations of the Issuer to the Noteholders, the other Issuer Secured Creditors and to any third party creditors in respect of costs, fees and expenses incurred by the Issuer to such third party creditors in relation to the securitisation of the Claims. In addition, the Notes and the claims of the other Issuer Secured Creditors are secured over certain assets of the Issuer pursuant to the Issuer Security. (d) (i) The Issuer Intercreditor Agreement contains provisions requiring the Representative of Noteholders to have regard to the interests of the holders of the Notes and of the Class X Detachable Coupons equally as regards the exercise of all powers, authorities, duties and discretions of the Representative of the Noteholders (except where expressly provided otherwise), but requiring the Representative of the Noteholders in any particular case to have regard only to the interest of the holders of the most senior class of Notes and of the Class X Detachable Coupons if, in the Representative of the Noteholders’ opinion, there is a conflict between their interests and the interest of the holders of any other class of Notes or of the Class X Detachable Coupons. (ii) The Issuer Intercreditor Agreement contains provisions requiring the Representative of the Noteholders also to have regard to the interests of the Issuer Secured Creditors, other than the Noteholders and the holders of the Class X Detachable Coupons, equally as regards the exercise of all powers, authorities, duties and discretions of the Representative of the Noteholders and, in any such case, to have regard only (except where specifically provided otherwise) to: (A) the interest of the holders of the Notes and the holders of the Class X Detachable Coupons if, in the Representative of the Noteholders’ opinion there is a conflict between the interests of the Noteholders of any class and the holders of the Class X Detachable Coupons, as the case may be, and the interests of any other Issuer Secured Creditor (or any combination of them); and (B) subject to sub-paragraph (A) above, the Issuer Secured Creditor to whom any amounts are owed appearing highest in the relevant Priority of Payments. (iii) The rights arising from the Issuer Security in favour of the Noteholders and the holders of the Class X Detachable Coupons are incorporated in each of the Notes and the Class X Detachable Coupons and will circulate along with each Note and the Class X Detachable Coupons. Each holder of any of the Notes or Class X Detachable Coupons from time to time will have the benefit of such rights. (iv) The Representative of Noteholders’ regard to the interests of the holders of the Class X

157 Detachable Coupons, as mentioned in this Condition 2, shall not in any way preclude the Representative of the Noteholders from (i) serving an Issuer Enforcement Notice in accordance with Condition 10; (ii) redeeming any of the Notes in accordance with Condition 6; or (iii) acting in accordance with any decision taken by the Noteholders in accordance to the Rules of the Organisation of the Noteholders. (v) The Rules of the Organisation of the Noteholders contain provisions limiting the powers of any class of Noteholders to, inter alia, request or direct the Representative of the Noteholders to take any action or to pass an effective Extraordinary Resolution according to the effect thereof on the interests of any class of Noteholders which is senior to such class of Noteholders. Except in certain specified circumstances, the exercise by any class of Noteholders of their powers will be binding on each class of Noteholders which is junior in priority to such class, irrespective of the effect on the interests of the holders of such junior ranking classes of Notes. The holders of the Class X Detachable Coupons do not have the right to participate or vote at meetings of Noteholders, pass any Noteholder resolution nor direct the Representative of the Noteholders to enforce the Issuer Security. The holders of the Class X Detachable Coupons will be bound by any decision passed by the Noteholders in accordance with the Rules of the Organisation of the Noteholders. 3. Covenants (a) For so long as any amount remains outstanding in respect of the Notes of any class, the Issuer shall not, save with the prior written consent of the Representative of the Noteholders (having regard to the interests of the Noteholders) or as otherwise provided in or envisaged by any of the Securitisation Documents: (i) Negative pledge: create or permit to subsist any Security Interest whatsoever over the Claims or any part thereof or over any of its other assets or sell, lend, part with or otherwise dispose of all or any part of the Claims or of any of its other assets other than pursuant to the Securitisation Documents; (ii) Restrictions on activities: (A) engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Securitisation Documents provide or envisage that the Issuer will engage; or (B) have any società controllata (as defined in Article 2359 of the Italian Civil Code) or any società collegata or any employees or any real estate assets; or (C) 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 of any class under the Securitisation Documents and 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 under the Securitisation Documents; (iii) Dividends or Distributions: pay any dividend or make any other distribution or return or repay any capital to its quotaholders or issue any further quotas; (iv) Borrowings: incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in respect of indebtedness or of any obligation of any person; (v) Merger: consolidate or merge with any other person or convey or transfer its properties or assets substantially or entirely to any other person; (vi) No variation or waiver: permit any of the Securitisation Documents to which it is party to be amended, terminated or discharged, or consent to any variation of, or exercise any powers of consent or waiver pursuant to the terms of these Conditions, or any of the other Securitisation Documents to which it is a party, or permit any party to any of the Securitisation Documents to which it is a party to be released from the obligations provided for thereunder;

158 (vii) Bank Accounts: have an interest in any bank account other than the Issuer Accounts or other than in any other account to be opened pursuant to a Securitisation Document; (viii) Corporate Records, Financial Statements and Books of Account: cease to maintain corporate records, financial statements and books of account separate from those of the Transferors and of any other person or entity; (ix) Compliance with corporate formalities: cease to comply with all necessary corporate formalities; (x) Guarantee: provide any guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (xi) Statutory Documents: amend, supplement or otherwise modify its statuto and atto costitutivo, except where such amendment, supplement or modification is required by compulsory provisions of Italian law or by the competent authorities; (xii) De-registrations: ask for its de-registration from the register kept by Ufficio Italiano dei Cambi under Article 106 of the Banking Act or from the register kept by the Bank of Italy under Article 107 of the Banking Act or from any other register on which it may from time to time have been registered pursuant to future legislation requesting such registration, for as long as the Securitisation Law, the Banking Act or any other applicable law or regulation requires the issuer of notes issued under the Securitisation Law or companies incorporated pursuant to the Securitisation Law to be registered therewith; (xiii) Further Securitisations: carry out other securitisation transactions or implement, enter into, make or execute any document, act, deed or agreement in connection with any other securitisation transaction. (b) None of the covenants in Condition 3(a) (Covenants) above shall prohibit the Issuer from: (i) selling the Claims or entering into further loans, in accordance with the provisions of the Securitisation Documents, in order to redeem the Notes in whole (but not in part) at their Principal Amount Outstanding pursuant to Conditions 6(c) and 6(d) but without prejudice to Condition 10; and (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. 4. Priority of Payments (a) On each Payment Date, provided that no Issuer Enforcement Notice has been served, the Interest Collections, as calculated on the immediately preceding Note Calculation Date, shall be applied in making the following payments and provisions in the following order of priority (the “Interest Priority of Payment ”) (in each case, only if and to the extent that payments and provisions of a higher priority have been made in full): (i) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of any and all taxes due and payable by the Issuer; (ii) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of (a) all due and payable costs, indemnities and expenses duly documented and incurred by or on behalf of the Issuer other than those payable to the Issuer Secured Creditors as set out in (iii) and (iv) below; (b) any other costs and expenses due and payable in relation to preserving the corporate existence of the Issuer, maintaining it in good standing and in compliance with applicable legislation; (c) all due and payable costs, fees and expenses to be paid to the Rating Agencies or necessary to maintain the listing of the Notes in compliance with applicable legislation; (iii) third, in or towards satisfaction of the fees, costs and expenses of, and all other amounts due and payable to, the Representative of the Noteholders including, without limitation, amounts due in connection with the payment of indemnities given by the Issuer in favour of the Representative of the Noteholders and/or its directors;

159 (iv) fourth, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of all other amounts due and payable to: the Account Bank, the Cash Manager, the Principal Paying Agent and the Luxembourg Paying Agent under the Cash Management and Agency Agreement; the Law 130 Servicer and the Primary Servicer under the Servicing Agreement; and the Issuer Corporate Services Provider under the Issuer Corporate Servicing Agreement; (v) fifth, in or towards satisfaction of, pari passu and pro rata according to the respective amounts thereof, amounts due and payable to the Issuer Liquidity Facility Provider (excluding Subordinated Liquidity Amounts) pursuant to the Issuer Liquidity Facility Agreement; (vi) sixth, in or towards satisfaction, pro rata and pari passu, of (A) all amounts of interest due and payable with respect to the Class A Notes (excluding any Class A Step-up Margin) and (B) all amounts of interest due and payable with respect to the Class X Detachable Coupons; (vii) seventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Notes (excluding any Class B Step-up Margin); (viii) eight, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class C Notes (excluding any Class C Step-up Margin); (ix) ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Notes (excluding any Class D Step-up Margin); (x) tenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Notes (excluding any Class E Step-up Margin); (xi) eleventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Notes (excluding any Class F Step-up Margin); (xii) twelfth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class A Step-up Margin; (xiii) thirteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Step-up Margin; (xiv) fourteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class C Step-up Margin; (xv) fifteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Step-up Margin; (xvi) sixteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Step-up Margin; (xvii) seventeenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Step-up Margin; (xviii) eighteenth, in or towards satisfaction, pro rata and pari passu, of all amounts (“Subordinated Liquidity Amounts”) due and payable by the Issuer to the Issuer Liquidity Provider on such Payment Date under the Issuer Liquidity Facility Agreement in respect of (A) any increased costs (other than those amounts referred to in (B) below), mandatory costs or tax gross up amounts owing under the Issuer Liquidity Facility Agreement, to the extent that such increased costs, mandatory costs or tax gross up amounts exceed 0.05% per annum of the commitment provided under the Issuer Liquidity Facility Agreement and (B) any increase in the commitment fee payable to the Issuer Liquidity Facility Provider as a result of imposition of increased costs arising from the Issuer Liquidity Facility Provider’s implementation of the so called “New Basel capital accord” to the extent that such increase exceeds 0.05% per annum of the commitment provided under the Issuer Liquidity Facility Agreement; (xix) nineteenth, to pay the surplus, if any, to the Issuer.

160 (b) Provided that no Issuer Enforcement Notice has been served (i) the Principal Collections, as calculated on the immediately preceding Note Calculation Date, and (ii) from and including the Payment Date falling in December 2007, any amount standing to the credit of the Principal Accumulation Account, shall be applied on each Payment Date in making the following payments and provisions in the following order of priority (the “Principal Priority of Payments” and, together with the Interest Priority of Payments: the “Pre-enforcement Priority of Payments) (in each case, only if and to the extent that payments and provisions of a higher priority have been made in full): (i) first, in or towards satisfaction of any and all amounts payable by the Issuer under items from (i) to (v) of the Interest Priority of Payments in the event that the Interest Collections are not sufficient to pay the same; (ii) second, during the Pre-Amortisation Period, to credit all amounts to the Principal Accumulation Account; (iii) third, from and including the Payment Date falling in December 2007, an amount of Principal Collections equal to the Allocated Loan Amount and the Release Premium, if no Sequential Payment Event has occurred and is continuing, in or towards repayment of principal on each class of Notes pari passu and pro rata in accordance with the Principal Amount Outstanding of each such class; (iv) fourth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class A Notes; (v) fifth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class B Notes; (vi) sixth, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class C Notes; (vii) seventh, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class D Notes; (viii) eight, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata and pari passu, of all amounts of principal due and payable with respect to the Class E Notes; and (ix) eight, from and including the Payment Date falling in December 2007, (a) an amount of Principal Collections equal to the Other Principal Repayment Amounts, if no Sequential Payment Event has occurred and is continuing, or (b) the Principal Collections, if a Sequential Payment Event has occurred and is continuing, in or towards repayment, pro rata 161 and pari passu, of all amounts of principal due and payable with respect to the Class F Notes. (c) Following the service of an Issuer Enforcement Notice, all amounts then available for distribution shall be applied in making the following payments and provision in the following order of priority (the “Post-enforcement Priority of Payments” and, together with the Pre-enforcement Priority of Payments, the “Priority of Payments”) (in each case, only if and to the extent that payments and provisions of a higher priority have been made in full): (i) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of any and all taxes due and payable by the Issuer; (ii) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of (a) all due and payable costs, indemnities and expenses duly documented and incurred by or on behalf of the Issuer other than those payable to the Issuer Secured Creditors as set out in (iii) and (iv) below; (b) any other costs and expenses due and payable in relation to preserving the corporate existence of the Issuer, maintaining it in good standing and in compliance with applicable legislation; (c) all due and payable costs, fees and expenses to be paid to the Rating Agencies or necessary to maintain the listing of the Notes in compliance with applicable legislation; (iii) third, in or towards satisfaction of the fees, costs and expenses of, and all other amounts due and payable to, the Representative of the Noteholders including, without limitation, amounts due in connection with the payment of indemnities given by the Issuer in favour of the Representative of the Noteholders and/or its directors; (iv) fourth, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of all other amounts due and payable to: the Account Bank, the Cash Manager, the Principal Paying Agent and the Luxembourg Paying Agent under the Cash Management and Agency Agreement; the Law 130 Servicer and the Primary Servicer under the Servicing Agreement; and the Issuer Corporate Services Provider under the Issuer Corporate Servicing Agreement; (v) fifth, in or towards satisfaction of, pari passu and pro rata according to the respective amounts thereof, amounts due and payable to the Issuer Liquidity Facility Provider (excluding Subordinated Liquidity Amounts) pursuant to the Issuer Liquidity Facility Agreement; (vi) sixth, in or towards satisfaction, pro rata and pari passu, of all amounts of (A) interest with respect to the Class A Notes (other than the Class A Step-up Margin) and the Class X Detachable Coupons and then (B) principal due with respect to the Class A Notes; (vii) seventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class B Step-up Margin) and then principal due with respect to the Class B Notes; (viii) eight, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class C Step-up Margin) and then principal due with respect to the Class C Notes; (ix) ninth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class D Step-up Margin) and then principal due with respect to the Class D Notes; (x) tenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class E Step-up Margin) and then principal due with respect to the Class E Notes; (xi) eleventh, in or towards satisfaction, pro rata and pari passu, of all amounts of interest (other than the Class F Step-up Margin) and then principal due with respect to the Class F Notes; (xii) twelfth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class A Step-up Margin; (xiii) thirteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class B Step-up Margin; (xiv) fourteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due

162 and payable with respect to the Class C Step-up Margin; (xv) fifteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class D Step-up Margin; (xvi) sixteenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class E Step-up Margin; (xvii) seventeenth, in or towards satisfaction, pro rata and pari passu, of all amounts of interest due and payable with respect to the Class F Step-up Margin; (xviii) eighteenth, in or towards satisfaction, pro rata and pari passu, of all Subordinated Liquidity Amounts; and (xix) nineteenth, to pay the surplus, if any, to the Issuer. 5. Interest (a) Payment Dates and Interest Periods Each Note bears interest at the relevant Rate of Interest (as defined below) on its Principal Amount Outstanding from (and including) the Issue Date. Interest in respect of the Notes is payable semi- annually in arrear on each Payment Date. The first Payment Date is 2 January 2007 (the “First Payment Date”). Interest in respect of any Interest Period or any other period will be calculated on the basis of the actual number of days elapsed and a 360 day year. Interest shall cease to accrue on any part of the Principal Amount Outstanding of each of the Notes from (and including) the Final Maturity Date unless payment of principal due and payable but unpaid is improperly withheld or refused, whereupon interest shall continue to accrue on such principal (as well after as before judgment) at the rate from time to time applicable to the Notes until the moneys in respect thereof have been received by the relevant Noteholders or by the Representative of the Noteholders on behalf of the relevant Noteholders. (b) Rate of Interest in respect of the Notes The rate of interest payable from time to time in respect of the Notes (the “Rate of Interest”) will be determined by the Principal Paying Agent two Business Days prior to the first day of the relevant Interest Period (each an “Interest Determination Date”). The Rate of Interest applicable to the Notes for each Interest Period shall be the aggregate of: (i) the relevant Margin; and (ii) EURIBOR; provided that, in respect of the First Interest Period the Rate of Interest applicable to the Notes shall be the aggregate of the relevant Margin and the EURIBOR for six months Euro deposits, as determined by the Principal Paying Agent in accordance with the “EURIBOR” definition. (c) Rate of Interest in respect of the Class X Detachable Coupons In addition, the Class A Notes will have a second right to receive interest, which shall be the Class X Detachable Coupons and which shall be detached from the Class A Notes pursuant to the Subscription Agreement. In no circumstances the interest payable to the Class X Detachable Coupons shall be lower than zero. The Class X1 Detachable Coupons will bear interest starting from the Issue Date up to the Interest Period ending on December 2012. The Class X2 Detachable Coupons will bear interest starting from the Interest Period starting on 1 January 2013 up to the Final Maturity Date. The Rate of Interest applicable from time to time to the Class X Detachable Coupons will be determined by the Cash Manager on each Interest Determination Date and will be equal to the Class X Rate. In addition, the holders of the Class X Detachable Coupons will have the right to receive any

163 prepayment fee, any refinancing fee and any extension fee paid by the Fund under the Term Facility Agreements. (d) Determination of Rates of Interest and calculation of Interest Payment Amounts The Principal Paying Agent, upon consultation with the Agent, on each Interest Determination Date, shall determine: (i) the Rate of Interest applicable to the Notes for the immediately succeeding Interest Period; and (ii) the euro amount (the “Interest Payment Amount”) payable on each Note in respect of such Interest Period. The Interest Payment Amount payable in respect of any Interest Period in respect of each Note shall be calculated by applying the relevant Rate of Interest to the Principal Amount Outstanding of the relevant Note on that Interest Determination Date allowing for any principal repayment occurring on the next Payment Date, multiplying the product of such calculation by the actual number of days in the Interest Period and dividing by 360, and rounding the resultant figure to the nearest cent (half a cent being rounded down), provided that, if a principal repayment occurs on a Payment Date not falling on 30 June or 31 December, the Interest Payment Amount shall be calculated also on such principal repayment for the period between 30 June or 31 December, as the case may be, and the relevant Payment Date. (e) Determination of Rates of Interest and calculation of Class X Amounts The Cash Manager, upon consultation with the Agent, shall determine the Class X Amount (as defined below) payable on each Class X Detachable Coupon in respect of each Interest Period. The interest payable in respect of the Class X Detachable Coupons from time to time will be an amount (the “Class X Amount”) equal to (a) the product of: (i) the aggregate outstanding principal balance of the Term Loans (as defined in the Conditions) as of the beginning of the applicable Interest Period and (ii) the Class X Rate, less (b) any amount of interest due to the Noteholders as a consequence of the redemption of the Notes on a Payment Date not falling on 30 June or 31 December. The Class X Amount payable in respect of any Interest Period in respect of each Class X Detachable Coupon shall be calculated by applying the relevant Class X Rate on that Interest Determination Date. In the event that upon full prepayment of the Term Facilities during the Pre-Amortisation Period, the Issuer, upon instructions of the Primary Servicer (in its sole discretion and taking into account solely the interests of the holders of the Class X Detachable Coupons), has decided to early redeem the Notes in accordance to Condition 6 (c) on the Payment Date following the prepayment of the Term Facilities, the amount payable in respect of the Class X Detachable Coupons will be reduced by an amount equal to the additional tax at the rate of 20 per cent. to be paid by the Issuer on the interest accrued on the Notes up to the date of early redemption, pursuant to Article 26, paragraph 1, of Presidential Decree No. 600 of 29 September, 1973, as amended. In the event that upon full or partial prepayment of the Term Facilities during the Pre-Amortisation Period, the Issuer, upon instructions of the Primary Servicer (in its sole discretion and taking into account solely the interests of the holders of the Class X Detachable Coupons), has decided to deposit the proceeds arising from the prepayment of the Term Facilities into the Principal Accumulation Account until the end of the Pre-Amortisation Period, the amount payable in respect of the Class X Detachable Coupons (including any prepayment fee and any refinancing fee paid by the Fund to the holders of the Class X Detachable Coupons) will be reduced by an amount equal to the difference (as determined by the Primary Servicer using reasonable assumptions) between the amount of interest due on the Notes from the prepayment date until the end of the Pre-Amortisation Period and the amount of interest to be earned on the Principal Accumulation Account from the prepayment date until the end of the Pre-Amortisation Period. Such amount will be withheld on the Principal Accumulation Account for the benefit of the Noteholders and the excess, if any, will be released in favour of the holders of the Class X Detachable Coupons on the Payment Date falling at the end of the Pre-Amortisation Period upon full redemption of the Notes.

164 (f) Publication of the Rate of Interest and the Interest Payment Amount The Principal Paying Agent will cause the Rate of Interest and the Interest Payment Amount for each Interest Period and the Payment Date in respect of such Interest Payment Amount to be notified promptly after determination, and in any event no later than the first day of the relevant Interest Period, to the Issuer, the Representative of the Noteholders, the Cash Manager, the Law 130 Servicer, the Primary Servicer, Monte Titoli, the Luxembourg Stock Exchange and the Luxembourg Paying Agent and will cause the same to be published in accordance with Condition 14 on or as soon as possible after the relevant Interest Determination Date. The Interest Payment Amount and Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of an extension or a shortening of the relevant Interest Period or in the event of manifest error and notice thereof shall promptly be given to the Issuer, the Representative of the Noteholders, the Cash Manager, the Law 130 Servicer, the Primary Servicer, the Luxembourg Stock Exchange and the Luxembourg Paying Agent and published in accordance with Condition 14. (g) Determination or calculation by the Representative of the Noteholders If the Principal Paying Agent does not at any time for any reason determine the Rate of Interest or the Interest Payment Amount for each Note and/or the Cash Manager does not at any time for any reason determine the Class X Rate or the Class X Amount for the Class X Detachable Coupons in accordance with the foregoing provisions of this Condition 5, the Representative of the Noteholders shall: (i) determine the Rate of Interest or the Class X Rate at such rate as (having regard to the procedure described above) it shall consider fair and reasonable in all the circumstances; and/or (as the case may be); (ii) calculate the Interest Payment Amount or the Class X Amount for each Note and Class X Detachable Coupons, as the case may be, in the manner specified in Condition 5, letters (d) and (e), above, and any such determination and/or calculation shall be deemed to have been made by the Principal Paying Agent or the Cash Manager, as the case may be. (h) Notification to be final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5, whether by the Principal Paying Agent, the Cash Manager, the Issuer or the Representative of the Noteholders shall (in the absence of wilful default, fraud, bad faith or manifest error by any relevant party) be binding on the Principal Paying Agent, the Issuer, the Representative of the Noteholders and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Principal Paying Agent, the Issuer or the Representative of the Noteholders or the Cash Manager, as the case may be, in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretion hereunder. (i) Reference Banks and Cash Manager 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 Cash Manager. In the event 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 Cash Management and Agency Agreement provides the terms and conditions for the resignation, removal and appointment of the Cash Manager. If a new Cash Manager is appointed, a notice will be published in accordance with Condition 14. (j) Step-up Margin The Step-up Margin will be paid to the Noteholders only and to the extent that there are Issuer Available Funds available for such purpose at the relevant Payment Date.

165 6. Redemption, Purchase and Cancellation (a) Final Redemption Unless previously redeemed in full and subject to Condition 6(b), the Issuer shall redeem the Notes at their Principal Amount Outstanding on the Payment Date falling in December 2021 (the “Final Maturity Date”). All Notes will, immediately following the Payment Date falling in December 2030 (the “Cancellation Date”) be deemed to be discharged in full and any amount in respect of principal, interest or other amounts due and payable 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 in whole or in part prior to that date except as provided in Condition 6(b), 6(c) or 6(d) below but without prejudice to Condition 10. (b) Mandatory Redemption Prior to the service of an Issuer Enforcement Notice, on each Payment Date starting from, and including, the Payment Date falling in December 2007, the Issuer will apply the Issuer Available Funds (which will include amounts deriving from any pre-payment of the Term Facility Agreements by the Borrower) on such Payment Date, in or towards mandatory redemption of the Notes (in whole or in part) in accordance with the applicable Priority of Payments. (c) Optional Redemption On any Payment Date until the Payment Date falling in December 2007 (excluded), the Issuer may (and shall if instructed to do so by the Primary Servicer) redeem the Notes in whole (but not in part) at their Principal Amount Outstanding together with interest accrued to the date fixed for redemption. Any such redemption shall be effected by the Issuer, upon instructions of the Primary Servicer, giving not less than 3 Business Days prior notice to the Representative of the Noteholders in writing and to the Noteholders in accordance with Condition 14 and provided that (i) on such Payment Date on which such notice expires, no Issuer Enforcement Notice has been served, and (ii) the Issuer has, prior to giving such notice, certified to the Representative of the Noteholders and produced evidence acceptable to the Representative of the Noteholders that it will have the necessary funds not subject to interests of any other person to discharge all its outstanding liabilities in respect of the Notes and any amounts required under the Issuer Intercreditor Agreement and the Priority of Payments to be paid in priority to or pari passu with the Notes (including the additional 20% tax on interest to be paid by the Issuer in case of early redemption during the Pre-Amortisation Period). (d) Redemption for taxation reasons In the event that, as result of a change in law or in the Italian tax authorities’ interpretation of the law, the Issuer would be required to deduct or withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction) from any payment of principal or interest under the Notes, and provided that, the Issuer has sufficient funds available to it on the relevant Payment Date to discharge all of its liabilities in respect of the Notes and any payments required to be paid in priority to the Notes in accordance with Condition, then the Issuer shall provide the Representative of the Noteholders with: (i) a legal opinion (in form and substance reasonably satisfactory to the Representative of the Noteholders) from a firm of lawyers expert on the matter in the Issuer’s jurisdiction opining that on the next Payment Date the Issuer, as result of a change in law or in the Italian tax authorities’ interpretation of the law, would be required to deduct or withhold an amount for or on account of tax (other than in respect of a Law 239 Deduction) from any payment of principal or interest under the Notes or would be subject to any taxes, duties, assessments or governmental charges of whatever nature imposed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein (or that amounts payable to the Issuer in respect of the Claims would be subject to withholding or deduction); (ii) a certificate signed by the Chairman of the Board of Directors or by the Sole Director of the

166 Issuer to the effect that the obligation to make such deduction or withholding, or that such change in the tax status of the Issuer, as the case may be, cannot be avoided by taking reasonable measures; (iii) a certificate signed by the Chairman of the Board of Directors or by the Sole Director of the Issuer and evidence acceptable to the Representative of the Noteholders that the Issuer will have the necessary funds, not subject to the interest of any other person, to discharge all of its outstanding obligations in respect of the Notes and any amounts required to be paid in priority to any of the Notes in accordance with the applicable Priority of Payments, and it shall on the following Payment Date, having given not more than 60 nor less than 10 days’ notice to the Representative of the Noteholders, the Luxembourg Stock Exchange and the Noteholders in writing in accordance with Condition 14, redeem all but not some only of the Notes of each class at their Principal Amount Outstanding together with accrued but unpaid interest thereon up to and including the relevant Payment Date. (e) Issuer Available Funds, Principal Payments and Principal Amount Outstanding On each Note Calculation Date, the Issuer shall determine or shall cause to be determined by the Cash Manager: (i) the Issuer Available Funds; (ii) the Principal Payment(s) (if any) due on the immediately succeeding Payment Date in respect of each Note; and (iii) the Principal Amount Outstanding of the Notes on the immediately succeeding Payment Date (after deducting any Principal Payment due to be made in respect of that class on that Payment Date). Each determination by or on behalf of the Issuer of the Issuer Available Funds, any Principal Payment and the Principal Amount Outstanding of a Note shall in each case (in the absence of wilful default, bad faith, fraud or manifest error by the relevant party) be final and binding on all persons. The Issuer will, on each Note Calculation Date, beginning with the Note Calculation Date which occurs immediately prior to the Payment Date falling in December 2007, cause each determination of a Principal Payment (if any) and Principal Amount Outstanding to be notified forthwith by the Cash Manager to the Representative of the Noteholders, the Paying Agents, the Law 130 Servicer, the Primary Servicer and (for as long as the Notes are listed on the Luxembourg Stock Exchange) the Luxembourg Stock Exchange and will cause notice of each determination of a Principal Payment (if any) and Principal Amount Outstanding to be given to the Noteholders in accordance with Condition 14. If no Principal Payment is due to be made on the Notes on a Payment Date, a notice to this effect will be given by the Issuer to the relevant Noteholders in accordance with Condition 14. If the Issuer does not at any time for any reason determine a Principal Payment or the Principal Amount Outstanding in accordance with the preceding provisions of this paragraph, such Principal Payment and Principal Amount Outstanding may be determined by the Representative of the Noteholders in accordance with this paragraph and each such determination or calculation shall be deemed to have been made by the Issuer. (f) Notice of Redemption Any redemption made pursuant to this Condition 6 shall be notified in advance by the Issuer to the Luxembourg Stock Exchange, specifying the Principal Amount Outstanding after such redemption. Any notice of redemption made pursuant to this Condition 6 shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem (in whole or in part, as applicable) the Notes in accordance with this Condition 6. (g) Purchase of the Notes The Issuer may not purchase any of the Notes. (h) Cancellation

167 All Notes redeemed in full will be cancelled upon redemption and may not be resold or re-issued the Issuer shall not purchase any of the Notes. 7. Payments (a) Payments of principal and interest in respect of the Notes and the Class X Detachable Coupons (with respect to interest only) will be credited, according to the instructions of Monte Titoli, by the Principal Paying Agent on behalf of the Issuer to the accounts of those banks and authorised brokers whose accounts with Monte Titoli are credited with those Notes and thereafter credited by such banks and authorised brokers from such aforementioned accounts 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. (b) Payments of principal and interest in respect of the Notes and the Class X Detachable Coupons (with respect to interest only) are subject in all cases to any fiscal or other laws and regulations applicable thereto. (c) If the due date for any payment of principal and/or interest is not a Business Day in the place of payment of such Noteholders, the Noteholder will not be entitled to payment of the relevant amount until the immediately succeeding Business Day in such place. Noteholders will not be entitled to any interest or other payment in consequence of any delay after the due date in receiving the amount due as a result of the due date not being a Business Day in such place. (d) The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that (i) so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer will at all times maintain a Paying Agent with a specified office in Luxembourg; and (ii) so long as so required by Monte Titoli, the Issuer will at all times maintain a Paying Agent with a specified office in Italy. The Issuer will cause at least 30 days' notice of any change in or addition to the Paying Agents or their specified offices to be given in accordance with Condition 14. 8. Taxation All payments in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties or charges of whatsoever nature other than a Law 239 Deduction or any other withholding or deduction required to be made by applicable law. The Issuer shall not be obliged to pay any additional amount to any Noteholder on account of a Law 239 Deduction or any other such deduction or withholding. 9. Prescription Claims against the Issuer for payments in respect of the Notes shall be prescribed and become void unless made within ten years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them. In this Condition 9, the “Relevant Date”, for any payment due in respect of a Note, is the date on which such payment first becomes due and payable or (if the full amount of the moneys payable in respect of all the Notes due and payable 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 notice that the full amount of such moneys has been received is duly given to the Noteholders in accordance with Condition 14. 10. Issuer Enforcement Events The Representative of the Noteholders may, at its sole discretion, or shall, if so requested in writing by the holders of not less than 25 per cent in aggregate of the Principal Amount Outstanding of the most senior class of Notes or if so directed by or pursuant to an Extraordinary Resolution of the holders of the Notes (subject, in each case, to being indemnified to its satisfaction) will give written notice (an “Issuer Enforcement Notice”) to the Issuer declaring the Notes to be due and payable without further action or formality at their Principal Amount Outstanding immediately on the happening of any of the following events (each an “Issuer Enforcement Event”): (i) Non-payment of interest on the Notes: default is made in respect of any payment of interest due on

168 the most senior class of Notes outstanding (other than in respect of any amount due as the Class A Step-up Margin, the Class B Step-up Margin, the Class C Step-up Margin, the Class D Step-up Margin, the Class E Step-up Margin or the Class F Step-up Margin, as the case may be), which default shall have continued unremedied for a period of 5 (five) Business Days; or (ii) Non-payment of Principal Amount Outstanding on the Notes: default is made in respect of payment of the Principal Amount Outstanding due on any class of Notes outstanding on the Final Maturity Date, which default shall have continued unremedied for a period of 5 (five) Business Days; or (iii) Breach of obligations by the Issuer: the Issuer defaults in the performance or observance of any of its obligations under any of the Securitisation Documents to which it is party or any obligations under the Notes (other than any obligation for the payment of interest on the Notes and the payment of the Principal Amount Outstanding due on any class of Notes on the Final Maturity Date) and except when, in the sole and absolute opinion of the Representative of the Noteholders, such default is incapable of remedy (in which case no notice will be required), such default remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or (iv) Breach of representations and warranties: any of the representations and warranties given by the Issuer under any of the Securitisation Documents to which it is party is or proves to have been incorrect or misleading in any material respect when made or deemed to be made until full redemption of the Notes (for this purpose a breach of a representation or a warranty shall be deemed to be material if the relevant matter is capable, in the determination of the Representative of the Noteholders, of adversely affecting the Issuer’s ability to perform its obligations and duties under any of the Securitisation Documents); or (v) Winding-up of the Issuer: an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the Issuer, except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Representative of the Noteholders or by an Extraordinary Resolution of the Noteholders; or (vi) Insolvency of the Issuer: proceedings are initiated against the Issuer under any applicable law providing for liquidation, insolvency, composition and reorganisation (including, but not limited to, presentation of a petition for an administration order) and such proceedings are not, in the opinion of the Representative of the Noteholders, who may rely on legal advice from a firm of lawyers expert on the matter in the Issuer’s jurisdiction, being disputed in good faith with a reasonable prospect of success or manifestly without grounds, or an administration order is granted or an administrative receiver or other receiver, liquidator or other similar official is appointed in relation to the Issuer or in relation to the whole, or in the opinion of the Representative of the Noteholders any substantial part, of the undertaking or assets of the Issuer, or an encumbrancer takes possession of the whole, or in the opinion of the Representative of the Noteholders any substantial part, of the undertaking or assets of the Issuer, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole, or in the opinion of the Representative of the Noteholders any substantial part, of the undertaking or assets of the Issuer; (vii) Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or the Securitisation Documents to which the Issuer is a party; or (viii) Illegality: the Issuer does not have the legal power to perform its obligations under the Securitisation Documents or to own any material asset or to carry on its business and at any time any obligation of the Issuer under a Securitisation Document ceases to be legal, binding and enforceable; Upon the Representative of the Noteholders giving an Issuer Enforcement Notice, the Notes shall become immediately due and payable and the Issuer Available Funds shall be applied in accordance with the order of priority set out in Condition 4(c). 11. Enforcement At any time after the Notes have become due and repayable following the service of an Issuer Enforcement Notice and without prejudice to the Representative of the Noteholders’ right to enforce the Issuer Security, the Representative of the Noteholders may, subject to the terms of the Issuer Intercreditor Agreement, take

169 such steps (including but not limited to the sale, in whole or in part, of the Claims in accordance with the terms of the Issuer Intercreditor Agreement) and/or institute such proceedings against the Issuer as it may think fit to enforce repayment of the relevant Notes and payment of accrued interest thereon, but it shall not be bound to take any such proceedings or steps unless: (a) it shall have been so requested in writing by the holders of at least 25 per cent in aggregate of the Principal Amount Outstanding of the most senior class of Notes or unless it shall have been so directed by an Extraordinary Resolution; and (b) it shall have been indemnified or secured to its satisfaction. No Noteholder will have the right or shall otherwise be entitled to proceed directly or to bring any enforcement action whatsoever against the Issuer unless the Representative of the Noteholders, having become bound so to do in accordance with this Condition 11, fails to do so within a reasonable period and such failure shall be continuing. In the event that the Representative of the Noteholders takes action to enforce the Noteholders’ rights in respect of the Claims in accordance with Condition 11 and, after payment of all other claims ranking in priority to the Notes and the Class X Detachable Coupons under Condition 4, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Notes of any class and the Class X Detachable Coupons and all other claims ranking pari passu therewith, then the Noteholders’ claims against the Issuer in respect of such Notes and of the holders of the Class X Detachable Coupons in respect of the Class X Detachable Coupons shall be limited to their respective pro rata share of such remaining proceeds and, after payment to each Noteholder and holder of the Class X Detachable Coupons of its respective pro rata share of such remaining proceeds (if any), the obligations of the Issuer to such Noteholder under the relevant Notes or holder of Class X Detachable shall be deemed to be discharged in full and any amount whether in respect of principal or interest or other amounts in respect of such class of Notes or Class X Detachable Coupons shall be finally and definitively cancelled. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of Condition 10 or this Condition 11, by the Representative of the Noteholders shall (in the absence of wilful default, gross negligence, bad faith or manifest error) be binding on the Issuer and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders, the Issuer or the other Issuer Secured Creditors shall attach to the Representative of the Noteholders in connection with the exercise or non-exercise by it of its powers, duties and discretions hereunder. 12. Appointment and removal of the Representative of the Noteholders (a) The Organisation of Noteholders shall be established upon and by virtue of the issuance of the Notes and shall remain in force and in effect until repayment in full or cancellation of the Notes. (b) The Rules of the Organisation of the Noteholders shall constitute an integral and essential part of these Conditions. Prospective Noteholders may inspect a copy of Rules of the Organisation of the Noteholders at the registered office of the Issuer and at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying Agent. (c) Pursuant to the Rules of the Organisation of the Noteholders, 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 is made by the Noteholders subject to and in accordance with the Rules of the Organisation of the Noteholders, except for the initial Representative of the Noteholders appointed at the time of issue of the Notes, who is appointed by the Managers under the Subscription Agreement. Each Noteholder is deemed to accept such appointment. (d) Pursuant to the provisions of the Rules of the Organisation of the Noteholders, the Representative of the Noteholders can be removed by the Noteholders at any time, provided a successor Representative of the Noteholders is appointed which must be: (i) a bank incorporated in any jurisdiction of the European Union or a bank incorporated in any other jurisdiction acting through an Italian branch or through a branch situated in a European Union country; or

170 (ii) a company or financial institution registered under Article 107 of the Banking Act; or (iii) 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. (e) The Subscription Agreement and the Rules of the Organisation of the Noteholders contain provisions governing the terms of appointment, indemnification and exoneration of the Representative of the Noteholders. 13. Indemnification and Exoneration of the Representative of the Noteholders The Subscription Agreement, the Rules of the Organisation of the Noteholders and the Issuer Intercreditor Agreement contain provisions governing the responsibility, relief from responsibility and right to indemnity of the Representative of the Noteholders. The Representative of the Noteholders and its affiliates is entitled to enter into business transactions with the Issuer and any agent of the Issuer without accounting for any profit resulting therefrom. 14. Notice to Noteholders and holders of the Class X Detachable Coupons So long as the Notes and the Class X Detachable Coupons are held on behalf of the beneficial owners thereof by Monte Titoli, notices to the Noteholders and holders of the Class X Detachable Coupons may be given through the systems of Monte Titoli. In addition, so long as the Notes are listed on the regulated market of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any notice regarding the Notes to the Noteholders shall be deemed to have been duly given if published in the Luxembourg Stock Exchange website (www.bourse.lu) or if this is not practicable, in an appropriate English language newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner required in a newspaper as referred to above. The Representative of the Noteholders shall be at liberty to sanction some other method of giving notice to the Noteholders and holders of the Class X Detachable Coupons if, in its opinion, such other method is reasonable having regard to market practice then prevailing and the rules of the Luxembourg Stock Exchange on which Notes are 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. 15. Non-petition Without prejudice to the right of the Representative of the Noteholders to enforce the Issuer Security or to exercise any of its other rights, no Noteholder or holder of Class X Detachable Coupons shall be entitled to institute against, or join any other person in instituting against, the Issuer any Bankruptcy Proceedings or reorganisation or winding up proceedings, any reorganisation, liquidation, bankruptcy, insolvency or similar proceedings, until six months and one day has elapsed since the redemption of all the Notes. 16. Governing Law The Notes and the Class X Detachable Coupons are governed by, and shall be construed in accordance with, Italian law. The Courts of Rome, Italy are to have exclusive jurisdiction to settle any disputes which may arise in connection with the Notes and the Class X Detachable Coupons, including those relating to their validity, interpretation, performance and termination.

171 Schedule 1 Rules of the Organisation of the Noteholders

Title I General Provisions Article 1 - General The Organisation of the Noteholders is created by the issue and the subscription of the Notes, and shall remain in force and in effect until full repayment or cancellation of the Notes. The contents of these Rules are deemed to form part of each Note issued by the Issuer. Article 2 - Definitions In these Rules, the following expressions have the following meanings: “Basic Terms Modification” means: (a) a modification of the date of maturity of any Note; (b) a modification which would have the effect of postponing any date for payment of interest on the Notes; (c) a modification which would have the effect of reducing or cancelling the amount of principal payable, or the rate of interest applicable, in respect of the Notes; (d) a modification which would have the effect of altering the majority required to pass any resolution or the quorum required at any Meeting; (e) a modification which would have the effect of altering the currency of payment of the Notes or any alteration of the date of priority of redemption of the Notes or any modification of the ranking among the Notes; (f) a modification which would have the effect of altering the authorisation or consent by the Noteholders, as pledgees, to applications of funds as provided for in the Securitisation Documents; (g) the appointment and removal of the Representative of the Noteholders; (h) a change in any method of calculating the amount of any payment in respect of the Notes, and (i) an amendment of this definition. “Block Voting Instruction” means, in relation to any Meeting, a document: (a) certifying that certain specified Notes (the “Blocked Notes”) have been blocked in an account with a clearing system or a Monte Titoli Account Holder, as the case may be, and will not be released until the conclusion of the Meeting; (b) certifying that the holder of each Blocked Note or a duly authorised person on its behalf has instructed the relevant Monte Titoli Account Holder that the votes attributable to such Blocked Note are to be cast in a particular way on each resolution to be put to the Meeting and that, during the period of 48 hours before the time fixed for the Meeting, such instructions may not be amended or revoked; (c) listing the total number of the Blocked Notes, distinguishing for each resolution between those in respect of which instructions have been given to vote for, or against, the resolution; and (d) authorising a named individual or individuals to vote in respect of the Blocked Notes in accordance with such instructions; “Chairman” means, in relation to any Meeting, the individual who takes the chair in accordance with Article 9 of these Rules; “Conditions” means the terms and conditions of the Notes to which these Rules are an exhibit, and any reference to a numbered “Condition” is to the correspondingly numbered provision thereof; “Extraordinary Resolution” means a resolution of a Meeting of the Relevant Class Noteholders, duly convened and held in accordance with the provisions contained in these Rules to be passed with the approval of the Relevant Fraction; “Meeting” means a meeting of the Noteholders or the Relevant Class Noteholders, as the context may require, both in first and in second call; “Principal Paying Agent” means JPMorgan Chase Bank N.A., Milan Branch, or any substituting principal paying

172 agent appointed as such under the Cash Management and Agency Agreement; “Proxy” means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction other than: (a) any such person whose appointment has been revoked and in relation to whom the Principal Paying Agent has been notified in writing of such revocation prior to 48 hours before the time fixed for such Meeting; and (b) any such person appointed to vote at a first call Meeting which has been held in second call for want of a quorum and who has not been reappointed to vote at the second call Meeting; “Relevant Class of Noteholders” means the holders of the Class A Notes (the “Class A Noteholders”), the holders of the Class B Notes (the “Class B Noteholders”), the holders of the Class C Notes (the “Class C Noteholders”), the holders of the Class D Notes (the “Class D Noteholders”), the holders of the Class E Notes (the “Class E Noteholders”) or the holders of the Class F Notes (the “Class F Noteholders”), as the context may require. “Relevant Class of Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes, as the context may require. “Relevant Fraction” means, both in first and in second call: (a) for all business other than voting on an Extraordinary Resolution, one-tenth of the Principal Amount Outstanding of the Relevant Class of Notes; (b) for voting on any Extraordinary Resolution other than one relating to a Basic Terms Modification, two-thirds of the Principal Amount Outstanding of the Relevant Class of Notes (in case of a meeting of a particular class of the Notes), or two-thirds of the Principal Amount Outstanding of the Notes of such classes (in case of a meeting of more than one class of Notes); (c) for voting on any Extraordinary Resolution relating to the service of an Issuer Enforcement Notice under Condition 10 one-quarter of the Principal Amount Outstanding of the most senior class of Notes; and (d) for voting on any Extraordinary Resolution relating to a Basic Terms Modification (which must be proposed separately to each class of Noteholders), three-quarters of the Principal Amount Outstanding of the Relevant Class of the Notes; provided, however, that, in the case of a Meeting held in second call for want of a quorum, it means: (a) for all business other than voting on an Extraordinary Resolution relating to a Basic Terms Modification, the fraction of the Principal Amount Outstanding of the Relevant Class of Notes represented or held by the Voters actually present at the second call Meeting (in case of a meeting of a particular class of Notes), or the fraction of the Principal Amount Outstanding of the Relevant Class of Notes of such classes represented or held by the Voters actually present at the Meeting (in case of a joint meeting of more than one class of Notes); and (b) for voting on any Extraordinary Resolution relating to a Basic Terms Modification (which must be proposed separately to each class of Noteholders), one-third of the Principal Amount Outstanding of the Relevant Class of Class of the Notes; “Rules” means these Rules of the Organisation of the Noteholders; “Voter” means, in relation to any Meeting, the holder of a Blocked Note; “Voting Certificate” means, in relation to any Meeting, a certificate requested by any Noteholder and issued by the Monte Titoli Account Holder in accordance with Articles 33 and 34 of Consob Regulation 11768 of 23 December 1998, as subsequently amended and supplemented, stating inter alia: (a) that the Blocked Notes have been blocked in an account with a clearing system or a Monte Titoli Account Holder, as the case may be, and will not be released until the earlier of: (i) the conclusion of the Meeting or any adjournment thereof; and (ii) the surrender of the certificate to the Monte Titoli Account Holder; (b) the number of the Blocked Notes; and (c) that the bearer of such certificate is entitled to attend and vote, also by way of Proxy, at the Meeting in respect of the Blocked Notes; “Written Resolution” means a resolution in writing signed by or on behalf of all holders of the Notes who for the time being are entitled to receive notice of a Meeting in accordance with the provisions of these Rules, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such Noteholders; “24 hours” means a period of 24 hours including all or part of a day upon which banks are open for business in the place where the Meeting is to be held and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; and 173 “48 hours” means two consecutive periods of 24 hours. Capitalised terms not defined herein shall have the meaning attributed to them in the Conditions. Any reference in these Rules to an Article is, unless otherwise stated, to an article hereof. Article 3 - Organisation purpose Each Noteholder is a member of the Organisation of the Noteholders. The purpose of the Organisation of the Noteholders is to co-ordinate the exercise of the rights of the Noteholders and, more in general, the taking of any action for the protection of their interests. Title II The Meeting of the Noteholders Article 4 - General Subject to Article 19 below, (i) any resolution passed at a Meeting of the Noteholders duly convened and held, both in first and second call, in accordance with these Rules shall be binding upon all the Noteholders of such Class, whether or not present at such Meeting and whether or not voting, (ii) any resolution passed at a meeting of the Class A Noteholders duly convened and held as aforesaid shall also be binding upon the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Class F Noteholders, (iii) any resolution passed at a meeting of the Class B Noteholders duly convened and held as aforesaid shall also be binding upon the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Class F Noteholders, (iv) any resolution passed at a meeting of the Class C Noteholders duly convened and held as aforesaid shall also be binding upon the Class D Noteholders, the Class E Noteholders and the Class F Noteholders, (v) any resolution passed at a meeting of the Class D Noteholders duly convened and held as aforesaid shall also be binding upon the Class E Noteholders and the Class F Noteholders, (vi) any resolution passed at a meeting of the Class E Noteholders duly convened and held as aforesaid shall also be binding upon the Class F Noteholders, (vii) all of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Class F Noteholders shall be bound to give effect to any such resolution accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of every vote on a resolution duly considered by the Relevant Class of Noteholders shall be published, at the expense of the Issuer, in accordance with the Conditions and given to the Principal Paying Agent (with a copy to the Issuer and the Representative of the Noteholders) within 14 days of the conclusion of the Meeting, provided that the failure to give such notice shall not invalidate such resolution. Subject to the provisions of these Rules and of the Conditions, joint meetings of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Class F Noteholders may be held to consider the same resolution and/or, as the case may be, the same Extraordinary Resolution and the provisions of these Rules shall apply mutatis mutandis thereto. The following provisions shall apply where outstanding Notes belong to more than one class: (a) business which in the opinion of the Representative of the Noteholders affects only one class of Notes shall be transacted at a separate Meeting of the Noteholders of such Notes; (b) business which in the opinion of the Representative of the Noteholders affects more than one class of Notes but does not give rise to an actual or potential conflict of interest between the Noteholders of one such class of Notes and the Noteholders of any other class of Notes shall be transacted either at separate Meetings of the Noteholders of each such class of Notes or at a single Meeting of the Noteholders of all such classes of Notes as the Representative of the Noteholders shall determine in its absolute discretion; (c) business which in the opinion of the Representative of the Noteholders affects the Noteholders of more than one class of Notes and gives rise to an actual or potential conflict of interest between the Noteholders of one such class of Notes and the Noteholders of any other class of Notes shall be transacted at separate Meetings of the Noteholders of each such class; (d) business which in the opinion of the Representative of the Noteholders affects all the Notes shall be transacted at a single Meeting of all the Noteholders; (e) the preceding paragraphs of these Rules shall be applied as if references to the Notes and the Noteholders were to the Notes of the relevant class of Notes and to the Noteholders of such Notes. In this paragraph “business “ includes (without limitation) the passing or rejection of any resolution.

174 Article 5 - Issue of Voting Certificates and Block Voting Instructions Noteholders may obtain a Voting Certificate from the relevant Monte Titoli Account Holder or require the relevant Monte Titoli Account Holder to issue a Block Voting Instruction by arranging for such Notes to be blocked in an account with a clearing system or the relevant Monte Titoli Account Holder, as the case may be, not later than 48 hours before the time fixed for the Meeting. The Noteholders may obtain evidence by requesting their Monte Titoli Account Holders to release a certificate in accordance with Article 34 of CONSOB Regulation 11768 of 23 December, 1998 (as subsequently amended and integrated). A Voting Certificate or Block Voting Instruction shall be valid until the release of the Blocked Notes to which it relates. So long as a Voting Certificate or Block Voting Instruction is valid, the bearer thereof (in the case of a Voting Certificate) or any Proxy named therein (in the case of a Block Voting Instruction) shall be deemed to be the holder of the Blocked Notes to which it relates for all purposes in connection with the Meeting. A Voting Certificate and a Block Voting Instruction cannot be outstanding simultaneously in respect of the same Note. Article 6 - Validity of Block Voting Instructions A Block Voting Instruction shall be valid only if it is deposited at the office of the Representative of the Noteholders, or at some other place approved by the Representative of the Noteholders, at least 24 hours before the time fixed for the Meeting of the Relevant Class of Noteholders and if not deposited before such deadline, the Block Voting Instruction shall not be valid unless the Chairman decides otherwise before the Meeting proceeds to business. If the Representative of the Noteholders requires, a notarised copy of each Block Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Representative of the Noteholders shall not be obliged to investigate the validity of any Block Voting Instruction or the authority of any Proxy. Article 7 - Convening of Meeting The Issuer and the Representative of the Noteholders may convene a Meeting at any time, and shall be obliged to do so upon the request in writing of the Relevant Class of Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Notes. Whenever the Issuer is about to convene any such Meeting, it shall immediately give notice in writing to the Representative of the Noteholders of the day, time and place thereof and of the nature of the business to be transacted. Every such Meeting shall be held at such place as the Representative of the Noteholders may designate or approve. The meeting may be convened in first and second call. Article 8 - Notice At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the Meeting of the Relevant Noteholders is to be held) specifying the date, time and place of the Meeting, in first and, if any, in second call, shall be given to the Relevant Class of Noteholders and the Principal Paying Agent (with a copy to the Issuer and to the Representative of the Noteholders) in accordance with the Conditions. The notice shall set out the full text of any resolutions to be proposed and shall state that the Notes may be deposited with, or to the order of, the Principal Paying Agent for the purpose of obtaining Voting Certificates or appointing Proxies not later than 48 hours before the time fixed for the Meeting. Article 9 - Chairman of the Meeting Any individual (who may, but need not, be a Noteholder) nominated in writing by the Representative of the Noteholders may take the chair at any Meeting but: (i) if no such nomination is made; or (ii) if the individual nominated is not present within 15 minutes after the time fixed for the Meeting, those present shall elect one of those present to take the chair, failing which the Issuer may appoint a Chairman. The Chairman of a second call Meeting need not to be the same person as was Chairman at the first call Meeting. The Chairman co-ordinates matters to be transacted at the Meeting and monitors the fairness of the Meeting’s proceedings. Article 10 - Quorum The quorum at any Meeting shall be at least two Voters representing or holding not less than the Relevant Fraction of the aggregate principal amount outstanding on the Notes. Article 11 - Second call for lack of quorum If after 15 minutes of the time fixed for any first call Meeting a quorum is not present, then: (a) subject to the provisions of Article 12, the first call Meeting shall be dissolved; and (b) if so provided in the notice given pursuant to Article 8, the Meeting shall be held in second call.

175 Article 12 -Adjournment of Meetings The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meeting, both in first and in second call, from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting at which the adjournment took place. No Meeting may be adjourned more than once unless by resolution of the Meeting approved by the Relevant Fraction. It shall not be necessary to give notice of the adjournment of a Meeting. Article 13 - Participation The following may attend and speak at a Meeting: (a) Voters; (b) the Issuer or its representative and the Principal Paying Agent; (c) the financial advisers to the Issuer; (d) the legal counsel to the Issuer and the Principal Paying Agent; (e) the Representative of the Noteholders; and (f) such other person as may be resolved by the Meeting. Article 14 - Show of hands Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result of the show of hands is declared, the Chairman’s declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. Article 15 - Poll A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Representative of the Noteholders or one or more Voters representing or holding not less than 10 (ten) Notes. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the Meeting for any other business as the Chairman directs. Article 16 - Votes Every Voter shall have: (a) on a show of hands, one vote; and (b) on a poll, one vote in respect of each euro in aggregate face amount of the outstanding Note(s) represented or held by such Voter. In the case of votes being equal, the Chairman shall have a casting vote. Unless the terms of any Block Voting Instruction state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same manner. Article 17 - Vote by Proxies Any vote by a Proxy in accordance with the relevant Block Voting Instruction shall be valid even if such Block Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that the Principal Paying Agent has not been notified in writing of such amendment or revocation not less than 24 hours before the time fixed for the Meeting. Unless revoked, any appointment of a Proxy under a Block Voting Instruction in relation to a Meeting shall remain in force in relation to any Meeting held in second call or resumed following an adjournment; Article 18 - Exclusive powers of the Meeting The Meeting shall have exclusive powers over the following matters: (i) to approve any Basic Terms Modification; (ii) without prejudice of Article 27, letter (c), paragraphs (i) and (ii), to approve any proposal by the Issuer for any modification, abrogation, variation or compromise of any of the Conditions or any arrangement in respect of the obligations of the Issuer under or in respect of the Notes; (iii) to approve the substitution of any person for the Issuer (or any previous substitute) as principal obligor under the Notes;

176 (iv) without prejudice to the power of the Representative of the Noteholders to waive any breach or authorise any proposed breach by the Issuer of its obligations under or in respect of the Notes or any act or omission which might otherwise constitute an Issuer Enforcement Event under the Notes; (v) to authorise the Representative of the Noteholders to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Written Resolution; and (vi) to exercise, enforce or dispose of any right and power on payment and application of funds deriving from any claims on which a pledge or other security interest is created in favour of the Noteholders, otherwise than in accordance with the Securitisation Documents. Article 19 - Powers exercisable by Extraordinary Resolution Subject to the terms and conditions of the Notes and subject to the Intercreditor Agreement, the terms of which such documents are accepted by the Noteholders by way of purchase of, or subscription for, the Notes, a Meeting of the Noteholders of any Class of Notes shall, in addition to the powers given herein, have the following powers exercisable by Extraordinary Resolution: (a) power 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 Rules, the Notes or otherwise; (b) power to sanction any scheme or proposal for the exchange or substitution or sale of any of the Notes for, or the conversion of any of the Notes into, or the cancellation of any of the Notes, in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or of any other body corporate formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; (c) power to assent to any alteration of the provisions contained in these Rules, the Notes, the Conditions, the Issuer Intercreditor Agreement, the Cash Management and Agency Agreement or any other Securitisation Document which shall be proposed by the Issuer and/or the Representative of the Noteholders or any other party thereto; (d) power to discharge or exonerate the Representative of the Noteholders from any liability in respect of any act or omission for which the Representative of the Noteholders may have become responsible under or in relation to these Rules, the Notes of any Class of Notes or any other Securitisation Document; (e) power to give any authority, direction or sanction which under the provisions of these Rules or the Notes of any Class of Notes, is required to be given by Extraordinary Resolution; (f) power to be exercised under the Servicing Agreement; (g) power to authorise and sanction the actions, in compliance with these Rules, of the Representative of the Noteholders under the terms of the Issuer Intercreditor Agreement and any other Securitisation Documents and in particular power to sanction the release of the Issuer by the Representative of the Noteholders; provided however that: (a) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class F Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are then outstanding); (b) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class E Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, and the Class D Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are then outstanding); (c) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class D Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders (to the extent that the Class A Notes, the Class B Notes and the Class C Notes are then outstanding); (d) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class C Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A Noteholders and the Class B Noteholders (to the extent that the Class A Notes and the Class B Notes are then outstanding); (e) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class B Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A Noteholders (to the extent that the 177 Class A Notes are then outstanding); (f) no Extraordinary Resolution not involving a Basic Term Modification passed by the Class F Noteholders shall be effective unless: (i) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are then outstanding); or (ii) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are then outstanding); (g) no Extraordinary Resolution not involving a Basic Term Modification passed by the Class E Noteholders shall be effective unless: (i) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are then outstanding); or (ii) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders (to the extent that the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are then outstanding); (h) no Extraordinary Resolution not involving a Basic Term Modification passed by the Class D Noteholders shall be effective unless: (i) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders (to the extent that the Class A Notes, the Class B Notes and the Class C Notes are then outstanding); or (ii) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders (to the extent that the Class A Notes, the Class B Notes and the Class C Notes are then outstanding); (i) no Extraordinary Resolution not involving a Basic Term Modification passed by the Class C Noteholders shall be effective unless: (i) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders (to the extent that any Class A Notes or Class B Notes are then outstanding); or (ii) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders and the Class B Noteholders (to the extent that any Class A Notes or Class B Notes are then outstanding). (j) no Extraordinary Resolution not involving a Basic Term Modification passed by the Class B Noteholders shall be effective unless: (i) the Representative of the Noteholders is of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders (to the extent that any Class A Note is then outstanding); or (ii) (to the extent that the Representative of the Noteholders is not of that opinion) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders (to the extent that any Class A Note is then outstanding). Article 20 - Challenge of resolution Each Noteholder, who was absent and (or) dissenting can challenge Resolutions which are not passed in conformity with the provisions of these Rules. Article 21 - Minutes Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and 178 transacted. Article 22 - Written Resolution A Written Resolution shall take effect as if it were an Extraordinary Resolution. Article 23 - Individual actions and remedies The right of each Noteholder to bring individual actions or take other individual remedies to enforce his/her rights under the Notes will be subject to the Meeting not passing a resolution objecting to such individual action or other remedy on the grounds that it is not convenient at the time when the Meeting is held, having regard to the interests of the Noteholders. In this respect, the following provisions shall apply: (a) the Noteholder intending to enforce his/her rights under the Notes will notify the Representative of the Noteholders of his/her intention; (b) the Representative of the Noteholders will, without delay, call for the Meeting, in accordance with these Rules; (c) if the Meeting passes a resolution objecting to the enforcement of the individual action or remedy, the Noteholder will be prevented from taking such action or remedy (provided that the same matter can be submitted again to a further Meeting of Noteholders after a reasonable period of time has elapsed); and (d) if the Meeting of the Noteholders 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. No individual action or remedy can be taken by a Noteholder to enforce his/her rights under the Notes unless a Meeting of the Noteholders has been held to resolve on such action or remedy and in accordance with the provisions of this Article 23. Title III The Representative of the Noteholders Article 24 - Appointment, removal and remuneration The appointment of the Representative of the Noteholders takes place at a Meeting in accordance with the provisions of this Article 24, save as in respect of the appointment of the first Representative of the Noteholders that will be J.P. Morgan Corporate Trustee Services Limited. The Representative of the Noteholders shall be: (a) a bank incorporated in any jurisdiction of the European Union or a bank incorporated in any other jurisdiction acting through an Italian bank or through a branch situated in a European Union country; or (b) a company or financial institution registered under Article 107 of the Italian Banking Act; or (c) 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. The Representative of the Noteholders shall be appointed for an unlimited term and can be removed by the Meeting at any time. In the event of a termination of the appointment of the Representative of the Noteholders for any reason whatsoever, that Representative of the Noteholders shall remain in office until acceptance of appointment by the substitute Representative of the Noteholders of the kind designated in (a), (b) and (c) above, and the powers and authority of Representative of the Noteholders whose appointment has been terminated shall be limited to those necessary for the performance of the essential functions which are required to be complied with in connection with the Notes. Directors, auditors, employees of the Issuer and those who fall within the conditions indicated in Article 2399 of the Italian Civil Code cannot be appointed as Representative of the Noteholders, and, if appointed, shall be automatically removed from the appointment. The Issuer shall pay to the Representative of the Noteholders an annual fee for its services as Representative of the Noteholders as from the date hereof. Such fees and remuneration shall be payable in accordance with the relevant Priority of Payments (as defined in Condition 4 of the Conditions of the Notes) up to (and including) the date when the Notes have been repaid in full or cancelled in accordance with the Conditions of the Notes. Article 25 - Duties and powers The Representative of the Noteholders is the legal representative of the Organisation of the Noteholders.

179 The Representative of the Noteholders is responsible for implementing the decisions of the Meetings and for protecting the Noteholders’ common interests vis-à-vis the Issuer. The Representative of the Noteholders has the right to attend any Meetings. The Representative of the Noteholders may, in order to avoid, if any, liabilities, convene a Meeting and propose for inclusion in the agenda of matters to be discussed at the Meeting, the authorisation of the Meeting on actions to be taken by the Representative of the Noteholders. All actions taken by the Representative of the Noteholders in the execution and exercise of its powers and authorities and of the discretion vested in it shall be taken by duly authorised officer(s) for the time being of the Representative of the Noteholders. The Representative of the Noteholders may also, whenever it considers it expedient and in the interests of the Noteholders, whether by power of attorney or otherwise, delegate to any person(s) all or any of its powers and authorities or discretion vested in it as aforesaid. Any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Representative of the Noteholders may think fit in the interests of the Noteholders. The Representative of the Noteholders shall not, other than in the normal course of its business, be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate, provided that, for the avoidance of doubt, the Representative of the Noteholders shall always use all reasonable care and skills in the appointment of any such delegate or sub-delegate (culpa in eligendo) and shall be responsible for the accuracy of the instructions given by it to any such delegate or sub-delegate. The Representative of the Noteholders shall as soon as reasonably practicable give notice to the Issuer of the appointment of any delegate and any renewal, extension and termination of such appointment and shall procure that any delegate shall also as soon as reasonably practicable give notice to the Issuer of any sub- delegate. The Representative of the Noteholders shall be authorised to represent the Organisation of the Noteholders in judicial proceedings, including in proceedings involving the Issuer in court-supervised administration (amministrazione controllata), creditors’ agreement (concordato preventivo), forced liquidation (fallimento) or compulsory administrative liquidation (liquidazione coatta amministrativa). Article 26 - Resignation of Representative of the Noteholders The Representative of the Noteholders may resign at any time upon giving not less than sixty days’ notice in writing to the Issuer without assigning any reason therefor and without being responsible for any costs incurred as a result of such resignation. The resignation of the Representative of the Noteholders shall not become effective until a Meeting has appointed a new Representative of the Noteholders in accordance with these Rules. Article 27 - Exoneration of the Representative of the Noteholders (a) The Representative of the Noteholders shall not assume any other obligations in addition to those expressly provided herein and in the Securitisation Documents to which it is a party. (b) Without limitation to the generality of the foregoing, the Representative of the Noteholders: (i) shall not be under any obligation to take any steps to ascertain whether an Issuer Enforcement Event or any other event, condition or act, the occurrence of which would cause a right or remedy to become exercisable by the Representative of the Noteholders hereunder or under any of the other Securitisation Documents has happened and, until it shall have actual knowledge or express notice to the contrary, the Representative of the Noteholders shall be entitled to assume that no Issuer Enforcement Event has occurred; (ii) shall not be under any obligation to monitor or supervise the observance and performance by the Issuer or any of the other parties to these Rules or the Securitisation Documents of their obligations contained in the Notes and hereunder or, as the case may be, any Securitisation Document to which each such party is a party, and until it shall have actual knowledge or express notice to the contrary, it shall be entitled to assume that the Issuer and each other party to these Rules or any Securitisation Document is observing and performing all the obligations on their respective part contained herein and therein; (iii) shall not be under any obligation to give notice to any person of the execution of these Rules or any of the Securitisation Documents or any transaction contemplated hereby or thereby; (iv) shall not be responsible for or for investigating the legality, validity, effectiveness, adequacy, suitability or genuineness of these Rules or of any Securitisation Document, or any other document or any obligation or rights created or purported to be created hereby or thereby or pursuant hereto or thereto, and (without prejudice to the generality of the foregoing), it shall not have any responsibility for or have any duty to make any investigation in respect of or in any way be liable whatsoever for (i) the nature, status, creditworthiness or solvency of the Issuer, (ii) the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations delivered or obtained or required to be delivered or obtained at any time in connection herewith; (iii) the suitability, adequacy or sufficiency of any collection procedures operated by the Law 130 Servicer or compliance therewith; (iv) the failure by the Issuer to obtain or comply with any licence, consent or other authority in connection with the purchase or

180 administration of the Claims; and (v) any accounts, books, records or files maintained by the Issuer, the Law 130 Servicer, the Primary Servicer and the Principal Paying Agent or any other person in respect of the Claims; (v) shall not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes or the distribution of any of such proceeds to the persons entitled thereto; (vi) shall have no responsibility for the maintenance of any rating of the Notes by the Rating Agencies or any other credit or rating agency or any other person; (vii) shall not be responsible for or for investigating any matter which is the subject of, any recitals, statements, warranties or representations of any party other than the Representative of the Noteholders contained herein or in any other Securitisation Document; (viii) shall not be bound or concerned to examine or enquire into or be liable for any defect or failure in the right or title of the Issuer to the Claims or any part thereof whether such defect or failure was known to the Representative of the Noteholders or might have been discovered upon examination or enquiry or whether capable of remedy or not; (ix) shall not be liable for any failure, omission or defect in registering or filing or procuring registration or filing of or otherwise protecting or perfecting these Rules or any Securitisation Document; (x) shall not be under any obligation to insure the Claims or the Properties or any part thereof; (xi) shall not be obliged to have regard to the consequences of any modification of these Rules or any of the Securitisation Documents for individual Noteholders or any relevant persons resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to, the jurisdiction of any particular territory; (xii) shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be under any obligation to disclose to any Noteholder, any other Issuer Secured Creditor or any other party any confidential, financial, price sensitive or other information made available to the Representative of the Noteholders by the Issuer or any other person in connection with these Rules and none of the Noteholders, the other Issuer Secured Creditors nor any other party shall be entitled to take any action to obtain from the Representative of the Noteholders any such information. (c) The Representative of the Noteholders: (i) may, on behalf of the Noteholders and the holders of the Class X Detachable Coupons and subject to points (ii), agree (by signing itself or authorising the Issuer to sign) amendments or modifications to the Conditions or these Rules or to any of the Securitisation Documents (other than the Subscription Agreement) in each case in accordance with the terms of such Securitisation Document, which in the opinion of the Representative of the Noteholders it is expedient to make in order for the purposes of clarification, to correct a manifest error or to effect a modification of a formal, minor or technical nature. Any such modification, provided that it has been approved by the relevant Issuer Secured Creditors other than the Noteholders in accordance with the terms of the relevant Securitisation Document, shall be binding on the Noteholders and the holders of the Class X Detachable Coupons and, unless the Representative of the Noteholders otherwise agrees, the Issuer shall procure that such modification be notified to the Noteholders, the affected other Issuer Secured Creditors and the Rating Agencies then rating the Notes as soon as practicable thereafter. (ii) may, on behalf of the Noteholders and the holders of the Class X Detachable Coupons, agree (by signing itself or authorising the Issuer to sign) to or authorise any amendment, waiver or modifications to the Conditions or these Rules (other than in respect of a Basic Terms Modification or any provision in these Rules referred to in the definition of “Basic Terms Modification”) or to the Securitisation Documents to which it is a party (other than the Subscription Agreement), which, in the opinion the Representative of the Noteholders, it may be proper to make, provided that the Representative of the Noteholders is of the opinion that such modification will not be materially prejudicial to the interests of the Class A Noteholders and the holders of the Class X Detachable Coupons or, in the event the Class A Notes have been redeemed in full, the Class B Noteholders or, in the event the Class B Notes have been redeemed in full, the Class C Noteholders or, in the event the Class C Notes have been redeemed in full, the Class D Noteholders or, in the event the Class D Notes have been redeemed in full, the Class E Noteholders or, in the event the Class E Notes have been redeemed in full, the Class F Noteholders. (iii) may act on the advice or a certificate or opinion of or any information obtained from any lawyer, accountant, banker, broker, credit or rating agency or other expert whether obtained by the Issuer, the Representative of the Noteholders or otherwise and shall not, in the absence of fraud (frode), gross

181 negligence (colpa grave), wilful default (dolo) on the part of the Representative of the Noteholders, be responsible for any loss incurred by so acting. Any such advice, opinion or information may be sent or obtained by letter, telex, telegram, facsimile transmission or cable and, in the absence of fraud (frode), gross negligence (colpa grave) or wilful misconduct (dolo) on the part of the Representative of the Noteholders, the Representative of the Noteholders shall not be liable for acting on any advice, opinion or information contained in or purported to be conveyed by any such letter, telex, telegram, facsimile transmission or cable, notwithstanding any error contained therein or the non-authenticity of the same; (iv) may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or as to the expediency of any dealing, transaction, step or thing, unless any of its officers in charge of the administration of these Rules shall have actual knowledge or express notice to the contrary, a certificate duly signed by or on behalf of the 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 as a result of acting on such certificate; (v) save as expressly otherwise provided herein, shall have absolute and unfettered discretion as to the exercise, non exercise or refraining from exercise of any right, power and discretion vested in the Representative of the Noteholders by these Rules or by operation of law and the Representative of the Noteholders shall not be responsible for any loss, costs, damages, expenses or inconveniences that may result from the exercise, non-exercise or refraining from exercise thereof except insofar as the same are incurred as a result of its fraud (frode), gross negligence (colpa grave), wilful default (dolo); (vi) shall be at liberty to leave in custody these Rules, the Securitisation Documents and any other documents relating hereto in any part of the world with any bank officer, financial institution or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Representative of the Noteholders to be of good repute and the Representative of the Noteholders shall not be responsible for or required to insure against any loss incurred in connection with any such custody and may pay all sums reasonably required to be paid on account of or in respect of any such custody; (vii) in connection with matters in respect of which the Representative of the Noteholders is entitled to exercise its discretion hereunder, the Representative of the Noteholders is entitled to convene a Meeting in order to obtain from them instructions as to how the Representative of the Noteholders should act in exercise of such discretion provided that nothing herein shall be construed so as to oblige the Representative of the Noteholders to convene such a Meeting. Prior to undertaking any action, the Representative of the Noteholders shall be entitled to request at the Meeting to be indemnified and/or provided with security to its satisfaction against all actions, proceedings, claims and demands which may be brought against it and against all costs, charges, damages, expenses and liabilities which it may incur by taking such action; (viii) in connection with matters in respect of which the Noteholders are entitled to direct the Representative of the Noteholders and in connection with any Written Resolutions, the Representative of the Noteholders shall not be liable for acting upon any resolution purporting to have been passed at any Meeting in respect of which minutes have been drawn up and signed or acting upon any Written Resolution notwithstanding that subsequent to so acting, it transpires that the Meeting was not duly convened or constituted, such resolution was not duly passed or that the resolution (written or otherwise) was otherwise not valid or binding upon the Noteholders; (ix) may call for and shall be at liberty to accept and place full reliance on and as sufficient evidence of the facts stated therein, a certificate or letter of confirmation certified as true and accurate and signed on behalf of any common depositary as the Representative of the Noteholders considers appropriate, or any form of record made by any such depositary to the effect that at any particular time or throughout any particular period any particular person is, was, or will be, shown in its records as entitled to a particular number of Notes; (x) may certify whether or not an Issuer Enforcement Event is in its opinion materially prejudicial to the interests of the Noteholders and any such certificate shall be conclusive and binding upon the Issuer, the Noteholders, the other Issuer Secured Creditors and any other relevant person; (xi) may determine whether or not a default in the performance by the Issuer of any obligation under the provisions of these Rules, the Notes or any other Securitisation Documents is capable of remedy and, if the Representative of the Noteholders certifies that any such default is, in its opinion, not capable of remedy, such certificate shall be conclusive and binding upon the Issuer, the Noteholders, the other Issuer Secured Creditors and any relevant person; (xii) may assume without enquiry that no Notes are for the time being held by or for the benefit of the Issuer; and

182 (xiii) shall be entitled to call for and to rely upon a certificate or any letter of confirmation or explanation reasonably believed by it to be genuine, of any party to the Intercreditor Agreement, or any other Issuer Secured Creditor or any Rating Agency in respect of any matter and circumstance for which a certificate is expressly provided for hereunder or any other Securitisation Document or in respect of the rating of the 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 failing so to do. (xiv) shall be entitled to assume, for the purposes of exercising any power, authority, duty or discretion under or in relation hereto that such exercise will not be materially prejudicial to the interest of a Class of Noteholders if the Rating Agencies have confirmed that the then current rating of the Notes of such Class would not be adversely affected by such exercise, or has otherwise given its consent. Any consent or approval given by the Representative of the Noteholders under these Rules and any other Securitisation Document may be given on such terms and subject to such conditions (if any) as the Representative of the Noteholders thinks fit and notwithstanding anything to the contrary contained herein, or in any other Securitisation Document, such consent or approval may be given retrospectively. No provision of these Rules shall require the Representative of the Noteholders to do anything which may be illegal or contrary to applicable law or regulations or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its powers or discretion, and the Representative of the Noteholders may refrain from taking any action if it has reasonable grounds to believe that it will not be reimbursed for any funds, or that it will not be indemnified against any loss or liability which it may incur as a result of such action. For the avoidance of any doubt, any change to either Priority of Payments will be deemed materially prejudicial to the interests of the Noteholders whose interests are adversely affected by the change. Article 28 - Indemnity It is hereby acknowledged that the Issuer has covenanted and undertaken under the Subscription Agreement to reimburse, pay or discharge (on a full indemnity basis) on demand, to the extent not already reimbursed, paid or discharged by any Issuer Secured Creditors, all costs, liabilities, losses, charges, expenses, damages, actions, proceedings, claims and demand (including, without limitation, legal fees and any applicable value added tax or similar tax) properly incurred by or made against the Representative of the Noteholders or by any persons to whom the Representative of the Noteholders has delegated any power, authority or discretion, in relation to the preparation and execution of, the exercise or purported exercise of, its powers, authority and discretion and performance of its duties under and in any other manner in relation to, these Rules or the Securitisation Documents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Representative of the Noteholders in connection with any action and/or legal proceedings brought or contemplated by the Representative of the Noteholders pursuant to the Securitisation Documents, against the Issuer or any other person for enforcing any obligations under these Rules, the Notes or the Securitisation Documents, except insofar as the same are incurred as a result of fraud (frode), gross negligence (colpa grave) or wilful default (dolo). Article 29 - Security documents The Representative of the Noteholders shall be entitled to exercise all the rights granted by the Issuer in favour of the Noteholders under the Security Interest. Title IV The Organisation of the Noteholders upon service of an Issuer Enforcement Notice Article 30 - Powers It is hereby acknowledged that, upon service of an Issuer Enforcement Notice, the Representative of the Noteholders shall, pursuant to the Intercreditor Agreement and the power of attorney granted by the Issuer thereunder, be entitled, in its capacity as legal representative of the Noteholders, also in the name, on behalf and for the benefit of the other Issuer Secured Creditors, pursuant to Articles 1411 and 1723 of the Italian Civil Code, to exercise certain rights in relation to the Portfolio. Therefore, the Representative of the Noteholders, in its capacity as representative of the Noteholders, will be authorised, pursuant to the terms of the Intercreditor Agreement and the power of attorney granted by the Issuer thereunder, 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 over the Portfolio and the Issuer Assets, including the right to give directions and instructions to the relevant parties to the Securitisation Documents.

183 Title V Miscellanea Article 31 - Merger, amalgamation, conversion, consolidation, sale or transfer Any corporation into which Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders for the time being may be merged or converted, any corporation with which such Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders may be consolidated, amalgamated or any corporation resulting from any merger, amalgamation, conversion or consolidation to which such Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders shall be a party, any corporation to which Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders shall sell or otherwise transfer all or substantially all of its assets or any corporation to which Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders shall sell or otherwise transfer all or substantially all of its corporate trust business, shall automatically be the relevant successor Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders under the Conditions and the Securitisation Document without the need for execution or delivery of any document or any further act on the part of the Parties, and without the need of any further consent or authorisation to be given by the Parties, whereupon the Issuer, the other Parties and such successor shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of the relevant agreement. Notice of any such merger, amalgamation, conversion, consolidation, sale or transfer shall forthwith be given by the Cash Manager, Account Bank, Principal Paying Agent, Luxembourg Paying Agent, Luxembourg Listing Agent or Representative of the Noteholders to the Issuer, and the other Parties and, as soon as practicable, to the Noteholders in accordance with Condition 14. Title VI Governing Law and Jurisdiction Article 32 These Rules are governed by, and will be construed in accordance with, the laws of Italy and shall be subject to the exclusive jurisdiction of the courts of Rome, Italy.

184 TAXATION The following is a general summary of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and transfer 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. The following summary does not discuss the treatment of Notes that are held in connection with a permanent establishment or fixed base through which a non-Italian resident beneficial owner carries on business or performs professional services in Italy. This summary is based upon tax laws and practice of Italy in effect on the date of this Offering Circular, which may be subject to change potentially with retroactive effect. Legislative Decree No. 344 of 12 December 2003 (“Decree 344”) published in the Official Gazette of the Republic of Italy of 16 December 2003, No. 261 (Ordinary Supplement No. 190), effective as of 1 January 2004 introduced the reform of taxation of corporations and of certain financial income amending the Italian Income Taxes Consolidated Text. Prospective purchasers of Notes should consult their tax advisers as to the consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes, including in particular the effect of any state, regional or local tax laws. Prospective Noteholders who may be unsure as to their tax position should seek their own professional advice. Income Taxes Legislative decree No. 239 of 1 April 1996, as subsequently amended and restated, (hereinafter “Law 239 Deduction”) provides for the applicable regime with respect to the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price) from notes issued, inter alia, by Italian companies incorporated pursuant to Law No. 130 of 30 April 1999, provided that the notes are issued for an original maturity of not less than 18 months. Pursuant to Law 239 Deduction, payments of interest and other proceeds in respect of the Notes will be subject to final imposta sostitutiva (substitute tax) at the rate of 12.5 per cent in the Republic of Italy if made to Italian resident beneficial owners who are: (i) individuals resident in the Republic of Italy for tax purposes, holding the Notes otherwise than in connection with entrepreneurial activities (unless they have entrusted the management of their financial assets, including the Notes, to an authorised financial intermediary and have opted for the risparmio gestito regime according to Article 7 of Legislative Decree No. 461 of 21 November 1997 (the “Asset Management Option”); (ii) Italian resident partnerships (other than società in nome collettivo, società in accomandita semplice or similar partnerships), de facto partnerships not carrying out commercial activities and professional associations; (iii) Italian resident public and private entities, other than companies, not carrying out commercial activities Italian resident entities exempt from Italian corporate income tax. The 12.5 per cent final imposta sostitutiva will be applied generally by the Italian resident qualified financial intermediaries (or permanent establishments in Italy of foreign intermediaries) that intervene, in any way, in the collection of interest and other proceeds on the Notes or in the transfer of the Notes. Pursuant to Law 239 Deduction, payments of interest and other proceeds in respect of the Notes will not be subject to the imposta sostitutiva at the rate of 12.5 per cent if made to beneficial owners who are: (i) Italian resident companies or permanent establishments in Italy of non-resident companies to which the Notes are effectively connected; (ii) Italian resident collective investment funds and Italian pension funds referred to in Legislative Decree No. 124 of 21 April 1993;

185 (iii) Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an authorised financial intermediary and have opted for the Asset Management Option; (iv) Italian resident real estate investment funds; (v) non-Italian residents with no permanent establishment in the Republic of Italy to which the Notes are effectively connected, provided that: (A) non-Italian resident beneficial owners are resident, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information, and (B) all the requirements and procedures set forth in Law 239 Deduction and in the relevant application rules, as subsequently amended, in order to benefit from the exemption from imposta sostitutiva are timely met or complied with. To ensure payment of interest and other proceeds in respect of the Notes without the application of imposta sostitutiva, the investors above mentioned must: (i) be the beneficial owners of payments of interest and other proceeds on the Notes; (ii) timely deposit the Notes together with the coupons relating to such Notes directly or indirectly with an Italian authorised financial intermediary (or permanent establishment in Italy of a foreign intermediary); and (iii) in the event of non-Italian resident beneficial owners, timely file with the relevant Depositary a self- declaration stating their residence, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information. Such self declaration is valid until withdrawn or revoked and may not be filed in the event that a certificate, declaration or other similar document with an equivalent purpose has previously been filed with the same Depositary. Interest and other proceeds accrued on the Notes are included in the business taxable income (and in certain circumstances, depending on the status of the Noteholders, also in the net value of production for purposes of regional tax on productive activities ("IRAP") of beneficial owners who are Italian resident companies or permanent establishments in Italy of foreign corporations to which the Notes are effectively connected, subject to tax in Italy in accordance with ordinary tax rules. Italian resident collective investment funds are subject to an annual substitute tax of 12.5 per cent (the "Collective Investment Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). Italian resident pension funds subject to the regime provided by Articles 14, 14-ter and 14- quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993 are subject to an annual substitute tax of 11 per cent (the "Pension Fund Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity who have opted for the Asset Management Option are subject to an annual substitute tax of 12.5 per cent (the "Asset Management Tax") on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). The Asset Management Tax is applied on behalf of the taxpayer by the managing authorised intermediary. Capital Gains Any capital gain realised upon the sale for consideration or redemption of the Notes would be treated as part of taxable business income (and, in certain cases, may also be included in the taxable net value of production for IRAP purposes), subject to tax in Italy according to the relevant tax provisions, if derived by Noteholders who are: (i) Italian resident companies; (ii) permanent establishments in Italy of foreign companies to which the Notes are effectively connected; (iii) Italian resident individuals carrying out a commercial activity, as to any capital gains realised within

186 the scope of the commercial activity. Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gain realised by Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity and certain other persons upon sale for consideration or redemption of the Notes would be subject to an imposta sostitutiva at the current rate of 12.5 per cent. Under the tax declaration regime, which is the standard regime for taxation of capital gains realised by Italian resident individuals not engaged in entrepreneurial activity, imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any relevant incurred capital loss, realised by Italian resident individual noteholders holding Notes otherwise than in connection with entrepreneurial activity pursuant to all disposals of Notes carried out during any given tax year. Italian resident individuals holding Notes not in connection with entrepreneurial activity must report total capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax declaration to be filed with the Italian tax authorities for such year and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains 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 Notes otherwise than in connection with entrepreneurial activity may elect to pay 12.5 per cent. imposta sostitutiva separately on capital gains realised on each sale or redemption of the Notes. Such separate taxation of capital gains is allowed subject to: (i) the Notes being deposited with Italian banks, società di intermediazione mobiliare (SIM) or other authorised financial intermediaries; (ii) and an express election for the Risparmio Amministrato regime being timely made in writing by the relevant Noteholder. The financial intermediary is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised at revocation of its mandate), net of any relevant incurred capital loss, and is required to pay the relevant amount to the Italian fiscal authorities on behalf of the taxpayer, deducting a corresponding amount from proceeds to be credited to the Noteholder. Under the Risparmio Amministrato regime, where a sale or redemption of the Notes results in 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 following tax years up to the fourth. Under the Risparmio Amministrato regime, the Noteholder is not required to declare capital gains in its annual tax declaration and remains anonymous. Any capital gains on Notes held by Italian resident individuals otherwise than in connection with entrepreneurial activity who have elected for the Asset Management Option will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to the Asset Management Tax to be applied on behalf of the taxpayer by the managing authorised intermediary. Under the Asset Management Option, any depreciation of the managed assets accrued at year end may be carried forward against any increase in value of the managed assets accrued in any of the four succeeding tax years. Under the Asset Management Option, the Noteholder is not required to report capital gains realised in its annual tax declaration and remains anonymous. Any capital gains on Notes held by Noteholders who are Italian resident collective investment funds will be included in the computation of the taxable basis of the Collective Investment Fund Tax, applicable at the relevant rate. Any capital gains on Notes held by Noteholders who are Italian resident pension funds subject to the regime provided by Articles 14, 14-ter and 14-quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993, will be included in the computation of the taxable basis of Pension Fund Tax. The 12.5 per cent. final imposta sostitutiva on capital gains may in certain circumstances be payable on capital gains realised upon sale for consideration or redemption of the Notes by non-Italian resident persons or entities without a permanent establishment in Italy to which the Notes are effectively connected, if the Notes are held in Italy. However, 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 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 prompt filing of required documentation (in particular, a self-declaration of non-residence in Italy for tax purposes) with Italian qualified intermediaries

187 (or permanent establishments in Italy of foreign intermediaries) with whom 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. In case the Notes are not listed on a regulated market in Italy or abroad: (i) pursuant to the provisions of Legislative Decree No. 461 of 21 November 1997, non-Italian resident beneficial owners of the Notes with no permanent establishment in Italy to which the Notes are effectively connected are exempt from taxation in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of the Notes if they are resident, for tax purposes, in a country which recognises the Italian fiscal authorities' right to an adequate exchange of information; in this case, if non-Italian residents without a permanent establishment in Italy to which the Notes are effectively connected elect for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian taxation on capital gains will apply upon condition that they file in due time with the authorised financial intermediary an appropriate self-declaration stating that the requirements above indicated; (ii) in any event, non-Italian resident individuals 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 sale or redemption of Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to taxation in the Republic of Italy on any capital gains realised upon sale for consideration or redemption of Notes. In this case, if non-Italian residents without a permanent establishment in Italy to which the Notes are effectively connected elect for the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian taxation on capital gains will apply upon condition that they file in due time with the authorised financial intermediary appropriate documents which include, inter alia, a statement from the competent tax authorities of the country of residence of the non-Italian residents. Inheritance and gift tax According to Law No. 383 of 18 October 2001 as from 25 October 2001, Italian inheritance and gift tax, previously generally payable on the transfer of securities as a result of death or donation, has been abolished. According to Law No. 383, however, for donees other than spouses, direct descendants or ancestors and other relatives within the fourth degree, if and to the extent that the value of the gift attributable to each such donee exceeds Euro 180,759.91, the gift of Notes may be subject to the ordinary transfer taxes provided for the transfer thereof for consideration. Moreover an anti-avoidance rule is provided by Law No. 383 for any gift of assets (such as the Notes) which, if sold for consideration, would give rise to capital gains subject to the imposta sostitutiva provided for by Legislative Decree No. 461 of 21 November 1997. In particular, if the donee sells the Notes for consideration within five years from the receipt thereof, the donee is required to pay the relevant imposta sostitutiva on capital gains as if the gift had not occurred. Transfer tax General Pursuant to Legislative Decree No. 435 of 21 November 1997, which amended the regime laid down by Royal Decree No. 3278 of 30 December 1923, the transfer of Notes may be subject to Italian transfer tax (tassa sui contratti di borsa) in the following cases and at the following rates: (i) contracts entered into directly between private parties or between the parties through entities other than authorised intermediaries (banks, SIMs, stockbrokers or other professional intermediaries authorised to perform investment services, pursuant to Legislative Decree No. 415 of 23 July 1996, as superseded by the Consolidated Financial Law) are subject to a transfer tax of Euro 0.0083 for every Euro 51.65 (or fraction thereof) of the price of the Notes; (ii) contracts between private parties through banks, SIMs or other authorised professional intermediaries or stockbrokers, or between private parties and banks, SIMs or other authorised intermediaries or stockbrokers, are subject to a transfer tax of Euro 0.00465, for every Euro 51.65 (or fraction thereof), of the price of the Notes; (iii) contracts between banks, SIMs or other authorised professional intermediaries or stockbrokers are subject to a transfer tax of Euro 0.00465, for every Euro 51.65 (or fraction thereof), of the price of the Notes. 188 In the cases listed above under sub-paragraph (ii) and (iii) above, however, the amount of transfer tax cannot exceed Euro 929.62 for each transaction. Exemptions In general, transfer tax is not levied inter alia in the following cases: (i) contracts relating to listed securities entered into on regulated markets; (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 the Legislative Decree No. 415 of 23 July 1996, as superseded by the Consolidated Financial Law, or stockbrokers among themselves; (B) between authorised intermediaries as referred to in sub-paragraph (a) above and non-Italian residents; (C) between authorised intermediaries as referred to in sub-paragraph (a) above, also non-Italian resident, and undertakings for collective investment of saving income; (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 such markets; (iv) contracts for consideration of less than Euro 206.58; (v) contracts regarding securities not listed on a regulated market entered into between authorised intermediaries as referred to in sub-paragraph (ii)(a) above and non-Italian residents. European Withholding Tax Directive The Italian Government has implemented in Italy the directive regarding the taxation of savings income (the “Directive”) adopted by the European Union Council of Economic and Finance Ministers on 3 June 2003 by approving the Legislative Decree No. 84 of 18 April 2005 (the “Decree”). The Decree has been published on the Official Gazette of 23 May 2005 No. 118 and its provisions apply to interest payments made as of 1 July 2005. Pursuant to the Directive, each member states of the European Union (the “Member State” and together “Member States”) will ultimately be expected to provide information to other Member States on interest paid from that Member State to individual savers resident in those other Member States. For a transitional period, Belgium, Luxembourg and Austria will be allowed to apply a withholding tax instead of providing information, at a rate of 15% the first three years (1st July 2005 – 30th June 2008), 20% for the subsequent three years (1st July 2008 – 30th June 2011) and 35% from 1st July 2011 onwards. These three Member States will implement automatic exchange of information: (i) if and when the EC enters into an agreement by unanimity in the Council with Switzerland, Liechtenstein, San Marino, Monaco and Andorra in exchange of information upon request as defined in the OECD Agreement on Exchange of Information on Tax Matters (as developed by the OECD global forum working group on effective exchange of information in 2002) in relation to interest payments, and to continue to apply simultaneously the withholding tax; and (ii) if and when the Council agrees by unanimity that the United Sates is committed to exchange information upon request as defined in the 2002 OECD Agreement in relation to interest payments. The Directive has a broad scope, covering interest from debt-claims of every kind, including cash deposits and corporate and government bonds and other similar negotiable debt securities. The definition of interest extends to cases of accrued and capitalised interest. This includes, for example, interest that is calculated to have accrued by the date of sale or redemption of a bond of a type where normally interest is only paid on maturity together with the principal (a so-called "zero-coupon bond"). The definition also includes interest income obtained as a result of indirect investment via collective investment undertakings (i.e. investment funds managed by specialist fund managers who placed the investments made by individuals in a diverse range of Assets according to defined risk criteria). According to the provisions set forth by the Decree, banks, Poste Italiane S.p.A., investments firms (“SIM”), asset management companies, financial intermediaries, fiduciary companies resident in Italy and any other

189 person resident in Italy which for professional or commercial reasons pay or attributed the payment of interest to individuals resident in another Member States who are the beneficial owners of such payment shall provide information to the competent Italian tax office (Agenzia delle Entrate) with respect to the identity and the residence of the relevant beneficial owner of that payment. The Agenzia delle Entrate automatically transmits the information so collected to the competent tax office of the Member State where the beneficial owner is resident within 30 June of the subsequent year to that one in which the payments have been made.

190 SUBSCRIPTION AND SALE

Banca Caboto S.p.A., Banca Nazionale del Lavoro S.p.A. and Morgan Stanley & Co. International Limited (together, the “Lead Managers”) and Calyon S.A. (the “Manager” and, together with the Lead Managers, the “Managers”) have, pursuant to a subscription agreement dated on or about the Issue Date between the Issuer, the Lead Managers, the Arrangers, the Manager, the Transferors, the Fund and the Representative of the Noteholders (the “Subscription Agreement”), severally agreed to subscribe and pay the Issuer for the Notes at the respective issue price of 100 per cent. for the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes. The Issuer will pay to the Lead Managers a combined management, selling and underwriting commission on the principal amount of the Notes as separately agreed between the Issuer and the Lead Managers. In addition, the Lead Managers will be the initial holder of the Class X Detachable Coupons as compensation for the subscription of the Notes. The Class X Detachable Coupons will not be offered or sold pursuant to this Offering Circular. The Subscription Agreement is subject to a number of conditions and may be terminated by the Lead Managers in certain circumstances prior to payment for the Notes to the Issuer. The Issuer and the Fund have agreed to indemnify the Lead Managers against certain liabilities in connection with the issue of the Notes. United States of America The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act. The Notes 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 meaning given to them by the United States Internal Revenue Code and regulations thereunder. The Lead Managers under the Subscription Agreement will agree that, except as permitted by the Subscription Agreement, they will not offer, sell or deliver any Notes (i) as part of their distribution at any time; or (ii) otherwise until 40 days after the later of the date of commencement of the offering of the Notes and the issue date thereof (the “distribution compliance period”), within the United States or to, or for the account or benefit of, U.S. persons, and that they will have sent to each dealer to which they sell Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after the later of the commencement of the offering of the Notes and the Issue Date thereof, an offer or sale of the Notes within the United States by any dealer (whether or not participating in this offering) may violate the requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Republic of Italy No prospectus has been submitted to the clearance procedure of Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Financial Law”) and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Notes be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB regulation No. 11522 of 1 July 1998, as successively amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of the Consolidated Financial Law and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as successively amended. Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be: (a) made by (i) Italian banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of the Legislative Decree No. 385 of 1 September 1993 (the “Banking

191 Act”), to the extent duly authorised to engage in the placement and/or underwriting of financial instruments in the Italian Republic in accordance with the Banking Act, the Consolidated Financial Law and the relevant implementing regulations; or by (ii) foreign banks, investment firms or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same European Union Member State) authorised to place and distribute securities in the Republic of Italy pursuant to Articles 14, 15, 16 and 18 of the Banking Act, and Articles 27 and 28 of the Consolidated Financial Law in each case acting in compliance with every applicable law and regulation; (b) in compliance with article 129 of the Banking Act and the implementing guidelines of the Bank of Italy pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending on, inter alia, the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics and, even when an exemption from the prior notification applies, may need to be followed by a subsequent communication reporting to the Bank of Italy the results of the issue and of the placement; and (c) in accordance with any other applicable laws and regulations, including notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy. A person may be deemed to be a “qualified investor” as defined in Article 31.2 of CONSOB Regulation No. 11522 of 1 July 1998, as amended, pursuant to Article 30.2 and Article 100 of the Consolidated Financial Law, if it falls within one of the following categories: (i) investment companies, banks, stockbrokers, asset management companies (so called “Società di Gestione del Risparmio”), variable capital investment companies (so called “Società di Investimento a Capitale Variabile”), pension funds, insurance companies, banking group holding companies and persons registered in the lists under Articles 106, 107 and 113 of Banking Act; (ii) foreign persons authorised to carry out, by virtue of regulations in force in their countries of origin, the same activities carried out by the persons described above; (iii) banking foundations (fondazioni bancarie); and (iv) natural and legal persons and other entities in possession of specific competence and experience in operations relating to financial instruments. The possession of such specific competence and experience must be expressly declared in writing by the legal representatives of such legal persons or other entities. Natural persons must provide evidence concerning the relevant professional experience requirements. Notwithstanding paragraph (iv) above, in any case the Notes will not be offered, sold or delivered, either in the primary market or in the secondary market, to natural persons residing in Italy. United Kingdom Each Lead Manager has, under the Subscription Agreement, undertaken and agreed with the Issuer that: (a) it has not offered or sold and, prior to the expiry of the period of six months from the Issue Date, will not offer or sell any Notes to any person in the United Kingdom unless (i) such person is one whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether principal or agent) for the purposes of their business or (ii) in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Acts 2000 (the “FSMA”) with respect to anything done or to be done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which 21(1) of the FSMA does not apply to the Issuer.

192 Federal Republic of Germany No German sale prospectus (Verkaufsprospekt) has been or will be published with respect to the Notes and the offer of the Notes in the Federal Republic of Germany must comply with Securities Sales Prospectus Act (Wertpapier Verkaufsprospectsgesetz, the “Prospectus Act”) of the Federal Republic of Germany and all other applicable legal and regulatory requirements. No public offering (öffentliches angebot) within the limit of the Prospectus Act with respect to any Notes may be effected other than in accordance with the Prospectus Act. France Each of the Lead Managers under the Subscription Agreement is expected to represent that (a) it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France, (b) it has not distributed and that it will not distribute or cause to be distributed in the Republic of France the Offering Circular nor any other offering material relating to the Notes, except to (i) qualified investors (investisseurs qualifiés) or (ii) a restricted group of investors (cercle restreint d'investisseurs), all as defined in article L. 411-2 of the Code monétaire et financier and in Décret no.98-880 dated 1 October 1998, and (c) offers and sales of the Notes will be made in the Republic of France only to such qualified investors or restricted group of investors. Ireland Each Lead Manager has further represented and agreed that: (a) it has not offered or sold and will not offer or sell any Notes other than pursuant to this Offering Circular; and (b) to the extent applicable it has complied with and will comply with all applicable provisions of the Irish Companies Acts 1963-2005 (as amended) and the Investment Intermediaries Act, 1995 (as amended) including, without limitation, Sections 9 and 50 and will conduct itself in accordance with 204 any Codes of Conduct drawn up pursuant to Section 37 thereof or, in the case of a credit institution exercising its rights under the Banking Consolidation Directive (2000/12/EC of 20 March 2000), in conformity with the codes of conduct or practice made under Section 117(1) of the Central Bank Act 1989, of Ireland, as amended, with respect to anything done by it in relation to the Notes. Belgium This Offering Circular and related documents are not intended to constitute a public offer in Belgium and may not be distributed to the Belgian public. The Belgian Commission for Banking, Finance and Insurance has not reviewed nor approved this (these) document(s) or commented as to its (their) accuracy or adequacy or recommended or endorsed the purchase of Notes. Each Lead Manager has represented and agreed that it will not: (a) offer for sale, sell or market in Belgium such Notes by means of a public offer within the meaning of the Law of 22nd April, 2003 on the public offer of securities; or (b) sell Notes to any person qualifying as a consumer within the meaning of Article 1.7 of the Belgian law of 14th July, 1991 on consumer protection and trade practices unless such sale is made in compliance with this law and its implementing regulation. Austria No prospectus has been or will be approved and/or published pursuant to the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this document nor any other document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this document nor any other document connected therewith may be distributed, passed on or disclosed to any other person in Austria, save as specifically agreed with the Lead Managers. No steps may be taken that would constitute a public offering of the Notes in Austria and the offering of the Notes may not be advertised in Austria. Each Lead Manager has represented and agreed that it will offer the Notes in Austria only in compliance with the provisions of the Capital Markets Act and all other laws and regulations in Austria applicable to the offer and sale of the Notes in Austria.

193 Netherlands Each Lead Manager has represented and agreed that has not and will not, directly or indirectly, offer or sell any Notes (including rights representing an interest in a Global Note) to individuals or legal entities who or which are established, domiciled or have their residence in the Netherlands other than Professional Market Parties (as defined below) provided they acquire the Notes for their own account and trade or invest in securities in the conduct of their profession or business; provided that each such Professional Market Party will have sent to each person to which it (on) sells the Notes (including rights representing an interest in any Global Note) a confirmation or other notice setting forth the above restrictions and stating that by purchasing any Note, the purchaser represents and agrees that it will send to any other person to whom it sells any such Note a notice containing substantially the same statement as is contained in this sentence. “Professional Market Parties” are any of the following persons but no other person: (a) banks, insurance companies; securities firms, investment institutions and pension funds that are (i) supervised or licensed under Dutch law or (ii) established and acting under supervision in a European Economic Area Member State (other than the Netherlands), and registered with the Dutch Central Bank (De Nederlandsche Bank N.V.: DNB) or the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiele Markten) and acting through a branch office in The Netherlands; (b) Netherlands enterprises or entities with total assets of at least Euro 500,000,000 (or the equivalent thereof in another currency) according to their balance sheet at the end of the financial year preceding the date they purchase or acquire the Notes; (c) Netherlands enterprises, entities or individuals with net assets (eigen vermogen) of at least Euro 10,000,000 (or the equivalent thereof in another currency) according to their balance sheet at the end of the financial year preceding the date they purchase or acquire the Notes and who or which have been active in the financial markets on average twice a month over a period of at least two consecutive years preceding such date; (d) Netherlands subsidiaries of the entities referred to under (a) above provided such subsidiaries are subject to prudential supervision; (e) Netherlands enterprises or entities that have a credit rating from an approved rating agency or whose securities have such a rating; and (f) such other entities designated by the competent Netherlands authorities after the date hereof by any amendment of the applicable regulations. Sweden Each Lead Manager has confirmed and agreed that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy or sell Notes or distribute any draft or definitive document in relation to any such offer, invitation or sale in Sweden except in compliance with the laws of Sweden. Spain The Notes may not be offered or sold in Spain except in accordance with the requirements of (a) the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), as amended and restated (including, in particular, as amended by Royal Decree-Law 5/2005, of 11 March (Real Decreto-Ley 5/2005, de 11 de Marzo, de reformas urgentes para el impulso de la productividad y para la mejora de la contratación pública), which implements Directive 2003/71/EC of 4 November 2003); and (b) Royal Decree 1310/2005, of November 4 (Real Decreto 1310/2005, de 4 noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended and restated; and (c) the decrees and regulations made thereunder (and, if applicable, the relevant laws and regulations which in the future replace the aforementioned existing legal provisions). The Notes have not and will not be sold, offered or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of Spanish securities laws and regulations. This Offering Circular has not been approved or registered in the administrative registries of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and therefore it is not intended

194 for the offering or sale of the Notes in Spain. Each Lead Manager has represented and agreed that: (a) it has not offered or sold and will not offer or sell any Notes except in circumstances which have not resulted and will not result in a public offer of securities in Spain within the meaning of the Spanish Securities Market Law, as amended and restated (including, in particular, the amendments introduced by Royal Decree-Law 5/2005); and (b) it has complied and will comply with the Spanish Securities Market Law, Royal Decree 1310/2005, of November 4(or, if applicable, the relevant laws or regulations which replace such legal provisions); and any other applicable laws and regulations with respect to anything done by it in relation to any Notes in, from or otherwise involving Spain. Luxembourg The Notes may not be offered or sold to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Offering Circular nor any other circular, prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, the Grand Duchy of Luxembourg except in circumstances where the Luxembourg legal requirements for a public offer of securities, as set forth in the Luxembourg act dated 10 July, 2005 relating to prospectuses for securities, have first been met. Denmark Each Lead Manager has represented, warranted to, and agreed with the Issuer that it has not offered or sold and will not offer or sell any Notes in Denmark other than in accordance with the restrictions and provisions of the Danish Securities Trading Act (Consolidated Act No. 843 of 7 September 2005 as amended) and any other laws and regulatory requirements applicable in Denmark governing the issue, offering and the sale of securities. General In addition, each Lead Manager under the Subscription Agreement has represented and agreed with the Issuer that no action has been or will be taken in any jurisdiction by it that would permit a public offering of the Notes of the relevant class or classes, or possession or distribution of this Offering Circular or any other offering or publicity material relating to the Notes of the relevant class or classes, in any country or jurisdiction where action for that purpose is required. Each Lead Manager under the Subscription Agreement has represented and agreed that it will comply with, and obtain any consent, approval or permission required under, all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes of the relevant class or classes or has in its possession or distributes this Offering Circular or any such other material, in all cases at its own expense. It has also agreed that it will ensure that obligations are imposed on the Issuer or, as the case may be, any other Lead Manager in any such jurisdiction as a result of any of the foregoing actions. Each Lead Manager under the Subscription Agreement will have any permission required by it for, the acquisition, offer, sale or delivery by it of Notes of the relevant class or classes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. No Lead Manager under the Subscription Agreement is authorised to make any representation or use any information in connection with the issue, subscription and sale of the Notes of the relevant class or classes other than as contained in this Offering Circular or any amendment or supplement to it.

195 GENERAL INFORMATION

1. The issue of the Notes was authorised by the shareholder of the Issuer on 20 June 2006. 2. The principal source of payment of interest and repayment of principal on the Notes will be from Collections made in respect of the Claims. 3. Application has been made to admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange. 4. The Notes and the Class X Detachable Coupons have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Common Code and ISIN numbers for the Notes are as follows: Class A Class B Class C Class D Class E Class F Class X1 Class X2 Notes Notes Notes Notes Notes Notes Detachable Detachable Coupons Coupons

Common 025649168 025649206 025649249 025649273 025649478 025751370 025653670 025653734 Code:

ISIN: IT0004070006 IT0004070048 IT0004070055 IT0004070063 IT0004070071 IT0004078173 IT0004070014 IT0004070022 5. As of 31 December 2005, 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. 6. The financial statements of the Issuer prepared in respect of the period starting from its incorporation until 31 December 2005 are attached hereto as Annex 2. The future statutory accounts of the Issuer will be available at the office of the Luxembourg Paying Agent. 7. The Issuer is not involved in any legal or arbitration proceedings which may have, or have had from its incorporation until the date of this document, 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. The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes. 9. Save as disclosed in this document, as at the date of this document, 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. 10. Copies of the following documents, as well as any report prepared by the Cash Manager, will be available for inspection during usual office hours on any weekday at the principal office of the Issuer and the specified office of the Luxembourg Paying Agent: (a) the statuto and atto constitutivo of the Issuer; (b) copies of the following documents: (i) Transfer Agreement; (ii) Servicing Agreement; (iii) Cash Management and Agency Agreement; (iv) Issuer Intercreditor Agreement; (v) Subscription Agreement; (vi) Issuer Liquidity Facility Agreement; (vii) Deed of Pledge; (viii) Deed of Charge; and (ix) Issuer Corporate Servicing Agreement. 11. The estimated annual fees and expenses in connection with the transaction described herein,

196 calculated at the date of this Offering Circular, amount to approximately Euro 330,000.

197

ANNEX 1 Comfort Opinion

Patrimonio Uno CMBS S.r.l. Via Eleonora Duse, 53 00197 Roma

Banca Intesa S.p.A. Piazza Paolo Ferrari, 10 20121 - Milan

Banca Nazionale del Lavoro Via Lombardia, 31 00187 - Rome

Morgan Stanley & Co. International Limited 20 Cabot Square Canary Wharf E14 4QA London U.K. and

Banca Caboto S.p.A. Piazzetta Giordano Dell'Amore, 3 20121 - Milan 10 April 2006

COMFORT OPINION ON THE “PATRIMONIO UNO” REAL ESTATE PORTFOLIO APPRAISAL AND DISPOSAL STRATEGY

Engagement

Patrigest S.p.A. (“Patrigest) has been appointed by Banca Intesa S.p.A., Banca Nazionale del Lavoro S.p.A. and Morgan Stanley Bank International Limited (together the “Consortium”) and Banca Nazionale del Lavoro S.p.A., Morgan Stanley & Co. International Limited and Banca Caboto S.p.A. (as “Lead Managers and Bookrunners” and together with the Consortium the “Banks”) as the “Real Estate Independent Advisor” in connection with the purchase of claims (CMBS Transaction) by way of transfer of two long term facilities (the Term A Facility Agreement and the Term B Facility Agreement as defined in the Transfer Agreement) secured by, among other things, the Real Estate Portfolio (the “Portfolio”) of the close-ended fund “Fondo Immobiliare Patrimonio Uno” (the “Fund”) to issue a comfort opinion (the “Opinion”) on (i) the total value of the Portfolio as produced by REAG S.p.A. (“REAG”, the Independent Real Estate Appraiser of the Fund), (ii) the Portfolio disposal strategy with regards to asset classes and sizes, lease profile, location, market

198

liquidity and vacancy rates set forth by the expected sales plan elaborated by the Management Company (as defined in the Offering Circular), and (iii) the valuation methodologies used by REAG.

REAG has provided a total value of the Portfolio in the form of a valuation report (the “Valuation Report”), with an excel database (including surface, passing rent and lease contract details) (the “Database”). Total value of the Portfolio is defined as the sum of the individual valuations performed on each real estate asset, as the case may be, that forms part of the Patrimonio Uno Fund Portfolio.

Preliminary Activities

In order to issue the Opinion, Patrigest has performed some preliminary activities between end of year 2004 and end of year 2005, including but not limited to: • verification that the information in the Database used as the basis for the analysis for providing the Opinion corresponds to that used by REAG in determining the Portfolio total value; • review of REAG valuation reports for each single asset; • asset roll up sessions with REAG and the Consortium on the methodologies and assumptions adopted for the Portfolio valuation, in order to fully comprehend the valuation results in terms of total value.

Analysis of the Portfolio

In order to issue the Opinion, Patrigest conducted individual site visits of 43 buildings (out of 75) representing 72.6% (€525.5m.) of the total Portfolio Market Value of €723.3m. Patrigest performed a comparative analysis of the approaches, methodologies and assumptions used by REAG in valuing the assets, as well as the results obtained therein, and determined an estimate of the value of each asset and the overall Portfolio. In appraising each property in the Portfolio, Patrigest adopted valuation methodologies suitable to the specific type of assets, in accordance with internationally accepted valuation standards. Valuations have been performed based on the income capitalisation and sales comparison approaches using recent market comparables. In order for complexes to be converted for alternative uses, development models and highest & best use analyses have been utilised. Quality of assets, maintenance status, location characteristics and market liquidity related to the micro location of each single building, have been carefully considered as comparative parameters. No area measurements were performed, and figures produced by REAG were

199

relied upon for each single asset.

Patrigest’s Portfolio analysis was also focused on some main issues (asset classes and sizes, lease profile, location, market liquidity and vacancy rates) impacting the expected sales plan set forth by the Management Company.

In general, the assets in the portfolio are mainly for office use, located in central and semi-central areas of major Italian cities. The assets located in suburbs, and large sized assets are fully leased under the ADD Lease Agreement (as defined in the Offering Circular) and will not suffer from the vacancy rates specific to these suburban markets. Approximately 90% of the properties in the Portfolio is composed of entire buildings, while 10% is composed of portions of buildings. With regards to asset sizes, approximately 63% in terms of Market Value have sizes of between 5,000 and 20,000 m2. In Patrigest’s view, such features will help in the management and marketing of the assets in terms of the Fund’s disposal strategy.

More specifically, the following is highlighted on the two pools (Pool A and Pool B) of the Portfolio:

Pool A Properties: the assets are leased to the ADD under the ADD Lease Agreement, and are therefore fully leased and generate higher yields (average of 8.6% on Contribution Value as defined in the Offering Circular). Pool A assets are located in Rome (18% by number of properties and 25% by Market Value) and in main regional cities where the markets are liquid and still have space to grow.

Pool B Properties: the assets are leased to Public Administration Users (as defined in the Offeriing Circular) and corporate & private tenants. They have a vacancy rate of 33% in terms of surfaces which would help the re- conversion process and successive sale of the properties: in fact, a considerable part of the assets in this Pool are scheduled to be converted, as soon as they become vacant, into more valuable uses. Currently, the properties are buildings utilized as offices or training centres, but it is feasible that they could be repositioned in the same market with alternative uses (such as residential). The majority of the assets in this Portfolio are located in prime markets (Greater Milan and Rome account for 42% by number of properties and 63% by Market Value) and in main regional cities, that is, markets where liquidity is assured by a variety of investors (not only large investors as is the case in Greater Milan and Rome, but also local private investors and developers).

200

Comfort Opinion

REAG has performed the due diligence and the valuation on the Patrimonio Uno Portfolio and has conducted full inspection on almost every asset of the Portfolio (the only property not inspected and valued on a Desk Top basis is the unit located in Forlì, Via Cignani 40).

In order to estimate the value of the assets in the Portfolio, REAG used different valuation criteria and approaches (sales comparison approach, income capitalisation approach, development approach and highest and best use analysis).

Based on the analysis described above, Patrigest confirms that the valuation methodologies used by REAG are in line with internationally recognised valuation methodologies, also taking into account, when applicable, best practice in use on the local market.

Patrigest’s own estimate of the Patrimonio Uno Real Estate Portfolio total value registers a difference of – 0.81% with respect to the total value as estimated by REAG. Therefore Patrigest confirms that the total value of the Patrimonio Uno Real Estate Portfolio as determined by REAG is to be considered as fair.

In Patrigest’s opinion, the disposal strategy of assets set forth by the Management Company is to be considered as reasonable with regard to some main issues affecting the disposition of assets, such as asset classes and sizes, lease profile, location, market liquidity and vacancy rates.

Bruno Longo Head of Valuation Dept.

201

ANNEX 2

Issuer’s Financial Statements as of 31 December 2005

202 BLUE FINANCE S.R.L.

Registered office: Via Eleonora Duse 53 - 00197 Roma (RM) Rome Companies' Register no 08662651002 Tax identification code and VAT number 08662651002 Share capital Euro 10.000,00 - of which Euro 2.500 paid in Registered at no 37327 in the General List of Finance Companies pursuant to 106 of Law Decree 385/93

BILANCIO AL 31 DICEMBRE 2005

Blue Finance S.r.l. - Financial statements as of 31 December 2005 Blue Finance S.r.l. - FINANCIAL STATEMENTS AS OF 31 DECEMBER 2005

CONTENTS

- MANAGEMENT REPORT

- 2005 FINANCIAL STATEMENTS

Blue Finance S.r.l. - Financial statements as of 31 December 2005 1 Blue Finance S.r.l. FINANCIAL STATEMENTS AS OF 31 DECEMBER 2005 MANAGEMENT REPORT

To the Shareholders:

I submit for your approval the financial statements at 31 December 2005, relative to the company’s first fiscal period, which close with a loss of Euro 906,45 and a shareholders’ equity equal to Euro 9.093,55; these financial statements comprise the Balance Sheet, the Profit and Loss Account and the Notes thereto, and are accompanied by this

Management Report.

It should be born in mind that the company was incorporated on 26 September 2005 pursuant to Law no 130 of 30 April 1999, ruling in Italy securitisation transactions.

The company is registered at no 37326 of the General List of Finance Companies referred to in art 106/1 of Law Decree 385 dated 1 September 1993 and following amendments (Consolidated Text of Banking Laws).

Business of the company

Pursuant to its by-laws and to the provisions of the aforesaid law, the company has as its sole purpose to enter into one or more securitisation transactions of accounts receivable in conformity with Law no 130 dated 30 April 1999, by acquiring against a sales price accounts receivable, both existing and future ones, financed by issuing securities according to article 1 paragraph 1 letter b of the afore mentioned Law. Within such business scope, it should be noted that as of 31 December 2005 no securitisation transaction was executed by the company.

Treasury shares

The company owns no shares of its own stock or of the stock of its parent companies, either directly or through fiduciary companies.

Subsidiaries and/or associated companies

The company owns no subsidiaries or associated companies.

Blue Finance S.r.l. – Management report on financial statements as of 31 December 2005 2 Relations with other companies in the same group

The company ha no relations with other companies in the same group.

Economic result of the transaction

The financial statements at 31 December 2005 close with a loss of Euro 906,45.

Research and development activities

The company conducted no research and development activities.

Events after the end of the year

No events worth of mention occurred between 31 December 2005 and the date of preparation of the financial statements.

Proposal for approval of the financial statements

To the Shareholders:

I propose that you approve the financial statements at 31 December 2005, comprising the Balance Sheet, the Profit and Loss Account and the Notes thereto including attachments and this Management Report, and to carry forward the loss of the year which amounts to Euro 906,45.

Roma, 15 January 2006

The Sole Director

Gordon Edwin Charles Burrows

Blue Finance S.r.l. – Management report on financial statements as of 31 December 2005 3 FINANCIAL STATEMENTS AND NOTES

FORM AND CONTENTS OF THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2005

The financial statements for the year ended 31 December 2005 were prepared in conformity with applicable legislation and comprise:

· Balance Sheet;

· Profit and Loss Account;

· Notes.

The Notes comprise:

Introduction - General information

Part A - Basis of accounting

Part B - Information on the Balance Sheet

Part C - Information on the Profit and Loss Account

Part D - Other information

Blue Finance S.r.l. - Financial statements as of 31 December 2005 4 FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2005

Balance Sheet, Profit and Loss Account

Blue Finance S.r.l. - Financial statements as of 31 December 2005 5 BALANCE SHEET (amounts in Euro)

Assets 31 December 2005

20 Due from banks 2.500 a) at sight 2.500 90 Intangible assets 2.810 of which: - start-up costs 2.810 - goodwill -

110 Share capital subscribed and not paid yet 7.500

Total assets 12.810

Liabilities 31 December 2005

50 Other liabilities 3.716

120 Share capital 10.000

170 Income (loss) of the year (906)

Total liabilities 12.810

Blue Finance S.r.l. - Financial statements as of 31 December 2005 6 PROFIT AND LOSS ACCOUNT (amounts in Euro)

Costs 31 December 2005

40 Administrative expenses 906 (b) Other administrative expenses 906

Total costs 906

Revenues 31 December 2005

100 Loss of the year 906

Total revenues 0

Blue Finance S.r.l. - Financial statements as of 31 December 2005 7 NOTES TO THE FINANCIAL STATEMENTS

These notes to the financial statements comprise:

Introduction - General information Business of the company Structure and contents of the financial statements

Part A - Basis of accounting Valuation criteria used in preparing the financial statements

Part B - Information on the Balance Sheet Assets: Due from banks Intangible assets Share capital subscribed and not paid in Liabilities: Other liabilities Share capital Guarantees, commitments and off-balance-sheet transactions Guarantees given in favour of third parties Commitments Off-balance-sheet transactions Assets and liabilities denominated in foreign currencies

Part C - Information on the Profit and Loss Account Costs: Administrative expenses

Part D - Other information Director's fees Employees

Blue Finance S.r.l. - Financial statements as of 31 December 2005 8 Blue Finance S.r.l. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2005 INTRODUCTION – GENERAL INFORMATION

The company was incorporated on 26 September 2005 with deed certified by Notary Public

Nicola Atlante of Rome, and ended its first fiscal year on 31 December 2005.

The company, formed pursuant to Law no 130/99, has as its sole purpose to enter into one or more securitisation transactions of accounts receivable, by acquiring against a sales price accounts receivable, both existing and future ones, in such a manner to exclude the assumption of any risk by the company.

As finance company dealing with the general public, the company is registered at number 37327 of the General List maintained by the Italian Exchange Office pursuant to article 106 of the

Consolidated Text of Banking Laws.

STRUCTURE AND CONTENTS OF THE FINANCIAL STATEMENTS

The financial statements are drawn up in Euros, in conformity with Legislative Decree no 87 dated 27 January 1992 and the implementing regulations relating thereto (in particular, the Bank of Italy’s Measure 103 dated 31 July 1992), and as prescribed by the Bank of Italy’s subsequent measure issued on 29 March 2000, published in the Official Gazette, issue78 of 3 April 2000, and is accompanied by the Management Report.

The financial statements comprise the Balance Sheet, the Profit and Loss Account and these

Notes thereto, prepared in the form prescribed by the Bank of Italy in the aforesaid measure of

31 July 1992 on the annual reports of financial entities.

This is the company’s first fiscal period, therefore no prior year’s data is indicated for comparison purposes. PART A –BASIS OF ACCOUNTING

VALUATION CRITERIA USED IN PREPARING THE FINANCIAL STATEMENTS

Blue Finance S.r.l. – Financial statements as of 31 December 2005 9 This section describes the most significant valuation criteria and accounting principles followed in preparing the financial statements.

Due from banks – These receivables are stated at face value.

Intangible assets – These comprise start-up costs, stated at cost, including ancillary expenses, which are amortised on a straight-line basis over five years starting from the year during which the first revenues were generated.

Other liabilities – Other liabilities are stated at the face value of the transactions generating them.

Costs – Costs are stated on the accrual basis of accounting. PART B – INFORMATION ON THE BALANCE SHEET

ASSETS

20 DUE FROM BANKS – Euro 2.500

This item represents the balance on the company’s bank account held with Credito Bergamasco,

Rome Agency. The sum is payable at sight.

90 INTANGIBLE ASSETS – Euro 2.810

This item refers to start-up costs sustained for the company’s incorporation, which amounted to

Euro 2.810. No amortisation was computed as no revenues were generated during the fiscal year.

110 SHARE CAPITAL SUBSCRIBED AND NOT PAID IN – Euro 7.500

This item states ¾ of the share capital subscribed by the shareholders at the company’s incorporation, and not paid yet at the balance sheet date.

LIABILITIES

50. OTHER LIABILITIES – Euro 3.716

Other liabilities essentially comprise the items, payable at sight, evidenced in the following table.

Blue Finance S.r.l. – Financial statements as of 31 December 2005 10 DESCRIPTION Values at 31 December 2005

Due to suppliers for invoices to be received 3.238

Due to suppliers for invoices received 478

Total other liabilities 3.716

Liabilities for invoices to be received relate to accruals recorded at 31 December 2005 for costs of the fiscal year, for which invoices were received after the closing date of the financial statements.

Liabilities for invoices received represent liabilities for advance payments received.

120. SHARE CAPITAL – Euro 10.000

At 31 December 2005 the share capital amounts to Euro 10.000, split up into shares with a par value of one Euro or a multiple of one Euro. It is held as follows:

- 9.900 Euro, equal to 99%, by the foundation “Stichting Orfomon” with registered office in

Amsterdam (The Netherlands), 1079 LH Amsteldijk 166;

- 100 Euro, equal to 1%, by Mr Gordon Edwin Charles Burrows.

GUARANTEES, COMMITMENTS AND OFF-BALANCE-SHEET TRANSACTIONS

GUARANTEES GIVEN IN FAVOUR OF THIRD PARTIES

At 31 December 2005 there were No guarantees in favour of third parties.

COMMITMENTS

There were no commitments at 31 December 2005.

OFF-BALANCE-SHEET TRANSACTIONS

At 31 December 2005 the company had no off-balance-sheet transactions.

ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCY

The balance sheet at 31 December 2005 contains no assets or liabilities denominated in foreign currency.

Blue Finance S.r.l. – Financial statements as of 31 December 2005 11 PART C – INFORMATION ON THE PROFIT AND LOSS

ACCOUNT

COSTS

40. ADMINISTRATIVE EXPENSES – Euro 906

The following table shows the breakdown of administrative expenses.

Description Values at 31 December 2005

Annual tax on legalisation of corporate books 310

Postal expenses 1

Legalisation of corporate books 248

Sundry administrative expenses 167

Notary expenses 180

Total administrative expenses 906

PART D – OTHER INFORMATION

SOLE DIRECTOR’S FEES

No accrual was made for the Sole Director’s fees, as nothing was resolved in this regard by the shareholders’ meeting.

EMPLOYEES

The company had no employees during the year.

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These financial statements give a true and fair view of the company’s financial position and result for the year.

The Sole Director

Gordon Edwin Charles Burrows

Blue Finance S.r.l. – Financial statements as of 31 December 2005 12

ANNEX 3

Auditor’s Report

214 PKFltalia S.p.A. PKI Revisionee organizzazionecontabile

AI]DITOR'S REPORT (Translatîonfrom the origînal ltalian text)

To the Quotaholdersof Blue FinanceS.r.1.

1. We have audited the financial statementsof Blue Finance S.r.l. as of and for the period ended31 December2005. These financial statementsare the responsibilityofBlue Finance S.r.l. sole director.Our responsibilityis to expressan opinion on thesefinancial statements basedon our audit.

2. We conducted our audit in accordance with Auditing Standards recommended by CONSOB, the Italian Commissionfor listed companiesand the Stock Exchange. Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements.An audit also includesassessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.

The Companywas formed on 2ó September2005 and, consequently,the period ended3l December 2005 representsits first accounting period.

In our opinion, the financial statements mentioned above present fairly the financial position of Blue FinanceS.r.1. as of31 December2005 and the resultsof its operationsfor the period then ended in accordance with the Italian regulations goveming financial statements.

Milan. 10 Mav 2006

PKFITALIAS.p.A. Signed on the original by EúseolPinna (Partner)

Ufiiciodi l,lilano:Viale Vittorio Veneto, 10 - 20124Milano - ltaly fel. +3902 2023321- Fax+39 02 20240166- E-mail: [email protected] - lvww.pktit

Socielé di revision€ s oeenizzazione conlabib - lscrilta all Albo Consob e Registo Revjsori Conlabili - Ass@iata Assievi Sede Lesale:Mate \ftono Veneto.10 - 20124 Milano' Tel.0220 2332.1 Fax 02 20 24 01 66 - CapitaleSoc,iale € 249.600,00- REA Milano'1045319 Cod. Fis€le e Pl. 04553780158' Registroimprese n. 2222026046/2Milano

GLOSSARY OF TERMS

These and other terms used in this document are subject to, and in some cases are summaries of, the definitions of such terms set out in the Loan Documents and in the Securitisation Documents, as they may be amended from time to time. € ...... 4 24 hours ...... 174 48 hours ...... 175 Acceleration Event ...... 54 Accrued Loan Interest ...... 24; 78; 149 ADD ...... 9 ADD Lease Agreement ...... 23; 61; 149 ADE...... 9 ADE Lease Agreement...... 149 Administrative Cost Factor...... 12; 149 Administrative Cost Rate ...... 12; 149 Administrative Fees...... 12; 149 ADT Lease Agreement...... 149 Advisory Committee ...... 109 Agent ...... 146 Agent’s Notice...... 77 Allocated Loan Amount ...... 29; 149 Arrangers ...... 9 Art. 4 Privilegio Speciale ...... 136 Article 14bis ...... 8; 107 Asset Management Option ...... 186 Asset Management Tax ...... 187 Banking Act...... 8; 149; 193 Bankruptcy Proceedings...... 149 Basic Terms Modification ...... 173 Block Voting Instruction...... 173 Blocked Notes ...... 173 BNL...... 1; 8 BNL Lease Agreement ...... 149 Bookrunners ...... 9 Borrower...... 1; 8; 146 Borrower’s Available Funds...... 22; 149 Business Day ...... 149 Business Plan...... 103 Caboto ...... 9 Cancellation Date ...... 1; 15; 167 Capex and Working Capital Facility Agreement ...... 23; 47; 150 Capex Lenders...... 9; 47; 150 Capital Requirements Directive...... 45 Cash Management and Agency Agreement ...... 81; 147 Cash Manager...... 10; 147 cents...... 4 Chairman ...... 173 Claims...... 1; 146; 150 Claims Purchase Price ...... 150 class ...... 146 Class A Noteholders...... 174 Class A Notes ...... 0; 146 Class A Step-up Date...... 1 Class A Step-up Margin ...... 11 216

Class A Unitholders...... 108 Class A Units...... 107 Class B Noteholders ...... 174 Class B Notes ...... 0; 146 Class B Step-up Margin...... 11 Class B Unit...... 107 Class B Unitholder ...... 107 Class C Noteholders ...... 174 Class C Notes ...... 0; 146 Class C Step-up Margin...... 11 Class D Noteholders...... 174 Class D Notes ...... 0; 146 Class D Step-up Margin ...... 11 Class E Noteholders ...... 174 Class E Notes...... 0; 146 Class E Step-up Margin...... 11 Class F Noteholders...... 174 Class F Notes...... 0; 146 Class F Step-up Margin...... 11 Class X Amount ...... 12; 165 Class X Detachable Coupons ...... 0; 146 Class X Rate ...... 12; 150 Clean-up Event ...... 25; 150 Clearstream...... 4; 157 Closing Decree ...... 140 Collection Account...... 26; 150 Collection Date...... 27; 150 Collection Period...... 27; 150 Collections...... 150 Collective Investment Fund Tax ...... 187 Comfort Opinion ...... 102 Condition...... 1 Conditions ...... 1; 146; 173 Coni ...... 20 Coni Deeds of Sale ...... 20; 61; 150 Coni Properties ...... 150 CONSOB...... 4; 146 Consolidated Financial Law ...... 8; 135; 192 Contributed Properties...... 20; 138 Contribution...... 107 Contribution Date ...... 107 Contribution Decree ...... 138 Decree 228/1999...... 136 Decree 2440...... 70 Decree 344...... 186 Deed of Charge...... 17; 83; 148 Deed of Pledge ...... 17; 82; 148 Depositary Bank ...... 9; 150 Disbursement Date ...... 47 distribution compliance period ...... 192 Effective Date...... 47; 138; 139 Eligible Institution...... 10; 134; 150 Enforcement Proceeds...... 150 EURIBOR ...... 1; 150 euro...... 4 Euro ...... 4

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Euroclear ...... 4; 157 Euro-zone ...... 151 Extended Loan Maturity Date ...... 151 Extraordinary Resolution...... 151; 173 Facility Agreements...... 47; 151 Final Maturity Date ...... 1; 15; 167 First Expiration Date ...... 62 First Interest Period ...... 153 First Payment Date ...... 12; 164 Fitch...... 1; 20; 151 Fonspa ...... 131 FSMA ...... 193 Fund...... 1; 8; 146 Fund Eligible Investments...... 151 Fund Expenses...... 110 Fund Intercreditor Agreement ...... 22; 73; 151 Fund Manager...... 115 Fund Units ...... 107 Fund’s Accounts...... 23; 133; 151 Fund’s Accounts Pledge...... 21 Fund’s Arrangement Fees Account ...... 23 Fund’s Capex and Agency Fee Account ...... 23 Fund’s Cash Indemnities Account...... 23 Fund’s Hedge Payments Account...... 23 Fund’s Indemnity Account...... 151; 152 Fund’s Insurance Account...... 23; 152 Fund’s Insurance Payments Account ...... 23 Fund’s Property Accounts ...... 151 Fund’s Rent Account...... 151 Fund’s Sales Proceeds Account...... 23 Hedging Agreement...... 22; 69; 152 Hedging Agreement Charge ...... 21; 71; 152 Hedging Provider...... 9; 152 holder...... 146 Indemnifiable Events...... 65 Indemnified Parties...... 65 Indemnity Threshold ...... 49 Initial Appraisal...... 38 Initial Principal Amount ...... 152 Injunction Order ...... 142 Insurance Company...... 68 Insurance Policy ...... 68; 152 Interest Collections...... 27; 152 Interest Determination Date ...... 164 Interest Payment Amount ...... 153; 165 Interest Period...... 1; 153 Interest Priority of Payment...... 27; 160 Interest Rate...... 11 Intesa ...... 1; 8 IRAP...... 187 Issue Date ...... 0; 146; 153 Issuer ...... 0; 8; 11; 129; 146 Issuer Accounts...... 153 Issuer Available Funds ...... 29; 153 Issuer Corporate Capital Account...... 26; 153 Issuer Corporate Services Provider ...... 11; 147

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Issuer Corporate Servicing Agreement...... 83; 147 Issuer Eligible Investments...... 134; 153 Issuer Enforcement Event...... 18; 153; 169 Issuer Enforcement Notice ...... 20; 153; 169 Issuer Intercreditor Agreement...... 17; 81; 147 Issuer Liquidity Facility Agreement...... 17; 82; 147 Issuer Secured Creditors...... 11; 153 Issuer Security ...... 17; 148 Issuer’s Rights ...... 157 ISTAT Index...... 64 Italian Account Bank...... 10; 147 Law 130 Servicer...... 10; 147 Law 239 Deduction ...... 1; 153; 186 Law 392/78...... 140 Law 86/1994...... 135 Law Decree 351/2001...... 20; 107; 135 Lead Managers ...... 9; 146; 192 Lease Agreements ...... 23; 153 Lease Payments ...... 21 Lease Payments Account...... 23 Lease Payments Assignment ...... 21 Lease Payments Assignment ...... 153 Lessor ...... 1; 8 Liquidity Drawing ...... 27; 154 Loan Documents...... 20; 154 Loan Event of Default ...... 56 Loan Extended Maturity Date ...... 48 Loan Extended Maturity Period ...... 48 Loan Finance Documents...... 154 Loan Finance Parties ...... 69; 154 Loan Interest Payment Date ...... 22; 154 Loan Interest Period ...... 154 Loan Maturity Date ...... 22; 48; 154 Loan Payment Date ...... 154 Loan Prepayment Amount...... 154 Loan Security Documents ...... 154 Loan Trigger Event...... 22; 56; 154 Loss Payee Clause ...... 21; 72; 154 Luxembourg Listing Agent ...... 11; 147 Luxembourg Paying Agent...... 10; 147 Luxembourg Stock Exchange...... 0 Management Company...... 1; 9; 107; 146 Management Rules ...... 8; 107 Manager...... 146; 192 Managers ...... 146; 192 Margin ...... 154 Market Value...... 89 Meeting...... 173 MEF...... 20; 154 MEF Warranty and Indemnity Deed ...... 22; 65; 155 MEF Warranty and Indemnity Receivables Assignment ...... 71 Monte Titoli...... 4; 146 Monte Titoli Account Holder...... 157 Monte Titoli Account Holders...... 4 Moody’s...... 37; 155 Morgan Stanley ...... 9

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Mortgage ...... 21; 72; 155 Mortgage Deed ...... 72 Motion ...... 141 MS Bank...... 1; 8 Net Lettable Area ...... 89 Net Loan Rate...... 12; 155 Note Calculation Date ...... 27; 155 Noteholders ...... 146 Notes...... 0; 146 Notice ...... 145 Obligations ...... 155 Offering Circular ...... 0; 146 Order...... 141 Ordinary Issuer Expenses...... 12; 155 Organisation of Noteholders...... 155 Other Principal Repayment Amounts...... 29; 155 Patrigest ...... 120 Patrimonio Uno ...... 1; 8; 146 Paying Agents...... 10; 147 Payment Date...... 1; 12; 155 Payments Account...... 26; 155 Pension Fund Tax...... 187 Pledge of Fund’s Accounts...... 69; 152 Pledged Accounts ...... 70 Pledged Claims...... 148 Pool A Properties...... 20 Pool B Properties...... 20 Portfolio...... 20; 107 Post-enforcement Priority of Payments...... 31; 163 Post-Securitisation Agent ...... 9 Pre-Amortisation Period...... 26; 155 Pre-enforcement Priority of Payments ...... 29; 162 Pre-issue Accrued Loan Interest...... 24; 78; 155 Pre-securitisation Agent ...... 1 Primary Servicer...... 10; 147 Principal Accumulation Account...... 26; 155 Principal Amount Outstanding ...... 155 Principal Collections ...... 29; 155 Principal Paying Agent...... 10; 147; 173 Principal Payment...... 156 Principal Priority of Payments...... 29; 162 Priority Interest...... 21; 153 Priority of Payments...... 31; 156; 163 Projected Cash Flows ...... 34 Properties...... 20; 107; 156 Property Appraiser...... 38 Property Management Agreement...... 102 Property Manager ...... 10; 102; 107 Proxy ...... 174 Public Administration Users...... 62 Purchase Price ...... 78 Rate of Interest ...... 164 Rating Agencies...... 1; 20; 156 Rationalisation Plan...... 63 REAG ...... 9; 38 Real Estate Assets...... 20; 107

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Real Estate Independent Advisor ...... 9; 102 Reference Banks...... 156 Release Premium...... 29; 156 Relevant Class of Noteholders ...... 174 Relevant Class of Notes...... 174 Relevant Date ...... 169 Relevant Fraction...... 174 Rent ...... 64 Representative of the Noteholders...... 10; 147 Rules...... 174 Rules of the Organisation of the Noteholders...... 156 S&P ...... 1; 20; 156 Securities Account...... 26; 156 Securities Act ...... 2 Securitisation Documents...... 17; 148 Securitisation Law...... 0; 8; 146 Security Interest...... 156 Security Trustee...... 71 Sequential Payment Event...... 29; 156 Servicing Agreement...... 78; 147 Servicing Fees ...... 25; 156 Special Lien...... 21; 156 Stabilising Manager...... 4 Stand-by Amount...... 17; 82; 156 Step-up Class A Margin...... 154 Step-up Class B Margin...... 154 Step-up Class C Margin...... 154 Step-up Class D Margin ...... 154 Step-up Class E Margin...... 154 Step-up Class F Margin ...... 154 Step-up Date ...... 11; 156 Step-up Margin...... 11; 154 Subordinated Liquidity Amounts ...... 27; 161 Subscription Agreement ...... 146; 192 Telecom Lease Agreement ...... 156 Tenant...... 9; 156 Tenants ...... 9; 156 Term A Facility Agreement...... 1; 47 Term A Loan...... 47; 156 Term B Facility Agreement...... 47 Term B Loan...... 47; 156 Term Facility Agreements...... 1; 20; 47; 146 Term Lenders...... 1; 8; 146 Term Loans...... 47; 156 Tranche Capex...... 23; 47 Tranche Capex Availability Period ...... 47 Tranche Working Capital ...... 23; 47 Transaction Decree...... 137 Transaction Documents ...... 156 Transfer ...... 107 Transfer Agreement...... 1; 78; 146 Transfer Date...... 78; 146 Transfer Decree ...... 139 Transferors...... 1; 8; 146 Transferred Properties ...... 20; 139 Unitholders ...... 108

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Voter ...... 174 Voting Certificate...... 174 Warranty and Indemnity Receivables Assignment Agreement...... 21; 156 Withdrawal Event...... 55 Written Resolution...... 174

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ISSUER Patrimonio Uno CMBS S.r.l. Via Eleonora Duse 53 Rome

TRANSFERORS Banca Intesa S.p.A. Banca Nazionale del Lavoro S.p.A. Morgan Stanley Bank International Piazza Paolo Ferrari 10, Milan Via Vittorio Veneto 119, Rome Limited, Milan branch Corso Venezia 16, Milan

LAW 130 SERVICER PRIMARY SERVICER Credito Fondiario e Industriale S.p.A. Morgan Stanley Mortgage Servicing Limited Via Cristoforo Colombo No. 80, Rome 25 Cabot Square, Canary Wharf, London E14 4QA

REPRESENTATIVE OF THE NOTEHOLDERS CASH MANAGER J.P. Morgan Corporate Trustee Services Limited JPMorgan Chase Bank N.A., London Branch Trinity Tower, 9 Thomas More Street, Trinity Tower, 9 Thomas More Street, London E1W 1YT London E1W 1YT

PRINCIPAL PAYING AGENT AND ACCOUNT LUXEMBOURG PAYING AGENT AND BANK LISTING AGENT JPMorgan Chase Bank N.A., Milan Branch JPMorgan Chase Bank N.A., Milan Branch Via Catena 4, 20121 Milan 6, route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg,

ISSUER CORPORATE SERVICER ISSUER LIQUIDITY FACILITY PROVIDER KPMG Fides Servizi di Amministrazione S.p.A. Calyon S.A., Milan Branch Via Eleonora Duse, 53, 00197 Rome Via Brera 21, Milan

LEGAL ADVISORS

To the Arrangers and Lead Managers To the Arrangers and Lead Managers as to Italian law as to English law Chiomenti Studio Legale Chiomenti Studio Legale Via XXIV Maggio 43 20 Berkeley Square 00187 Rome London W1J 6HF

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