Posillipo Finance Ii S.R.L

POSILLIPO FINANCE II S.R.L. (incorporated with limited liability under the laws of the Republic of Italy) Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 guaranteed by

Issue Price: 100% Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 guaranteed by

Issue Price: 100% Application has been made to the Commission de Surveillance du Secteur Financier for the approval of this Prospectus pursuant to Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”) as transposed in Luxembourg on 10 July 2005 and application has been made to the Luxembourg Stock Exchange for the listing on the official list of the Luxembourg Stock Exchange and admission to trading on the Regulated Market of the Luxembourg Stock Exchange of the Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 (the “Class A1 Notes”) and the Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Notes”) issued by Posillipo Finance II S.r.l., a limited liability company incorporated under the laws of the Republic of Italy (the “Issuer”). The holders of each such Class of Notes shall be referred to as the “Class A1 Noteholders” and the “Class A2 Noteholders” respectively and together collectively as the “Noteholders” and the terms and conditions of the Notes shall be referred to as the “Conditions” (and any referen ce herein to a numbered Condition is to the correspondingly numbered provision thereof). The Notes will be issued on 25 July 2007 (the “Issue Date”). 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 (Disposizioni sulla cartolarizzazione dei crediti) (the “Securitisation Law”) and constitutes a prospetto informativo for the Notes in accordance with such law. The principal source of payment of interest and of repayment of principal on the Notes will be payments to be made by the Region of Campania (the “Region”) to the Issuer pursuant to the Delegations (as defined in the Recitals to the Conditions) and any amounts collected or recovered in respect of the Receivables from the Health Authorities starting from the Issue Date (each such term as defined in the Recitals to the Conditions). The Notes will constitute direct, secured and limited recourse obligations solely of the Issuer and will rank pari passu without any preference or priority among themselves for all purposes, other than for the rights of the Notes to the extent provided by the relevant Financial Guarantee. The Notes will not be obligations or responsibilities of, or guaranteed by, the Region, although the Issuer’s ability to make payments due in respect of the Notes will depend on the Region making the payments required to be made by it under the Delegations. The Class A1 Notes will be issued with the benefit of an unconditional and irrevocable financial guarantee (the “Ambac Financial Guarantee”) provided by Ambac Assurance UK Limited acting through its Milan branch (“Ambac”). The Class A2 Notes will be issued with the benefit of an unconditional and irrevocable financial guarantee (the “FSA Financial Guarantee” and together with the Ambac Financial Guarantee, the “Financial Guarantees”) provided by Financial Security Assurance (U.K.) Limited (“FSA”, and together with Ambac, the “Monolines”) in respect of scheduled payments of principal and interest thereon. The proceeds available to the Issuer from the issue of the Notes will be applied by the Issuer to pay to the Bridge Loan Lenders the principal amount outstanding due under the Bridge Loan Agreement (each such term as defined in the Recitals to the Conditions and in Condition 1 (Definitions)). Interest on the Notes will accrue on a daily basis starting from and including the Issue Date and will be payable semi-annually in arrear on the 30th day of May and November of each year or, if any such day is not a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business (a “Business Day”), on the next succeeding Business Day (each a “Payment Date”). The first payment in respect of the Notes will be due on the Payment Date falling on 30 November 2007 (the “First Payment Date”) in respect of the period from (and including) the Issue Date to (but excluding) such date (the “Initial Interest Period”). “Interest Period” means each period starting from (and including) a Payment Date and ending on (but excluding) the next following Payment Date. The Notes will bear interest at an annual rate equal to the rate for six months Euro deposits (except in respect of the Initial Interest Period where the interpolation of the rate for four and five months Euro deposits shall be used) determined in accordance with Condition 6 (Interest), increased by a margin of 20 basis points per annum. Unless previously redeemed or cancelled, the Issuer shall redeem the Notes at their Principal Amount Outstanding (as defined in Condition 7.4 (Note Principal Payment and Principal Amount Outstanding)) on the Payment Date falling in November 2035 (the “Final Maturity Date”), provided that there are sufficient Issuer Available Funds (as defined in Condition 1 (Definitions)). If the Notes cannot be redeemed in full on the Final Maturity Date as a result of the Issuer having insufficient Issuer Available Funds, then any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of the Notes until the earlier of (i) the date on which the Notes are redeemed in full and (ii) the last Business Day of November 2040 or, if any legal proceedings have been commenced against the Region in relation to the Delegations or the Receivables before such date, the date on which the Representative of the Noteholders (which, for such purpose, shall rely on an opinion issued by an accountant and a legal expert) has certified to the Issuer and the Monolines that all the Collections and Recoveries due in respect of the Delegations and the Receivables have been received and recovered and that all judicial and enforcement procedures in respect of the Delegations and the Receivables have been exhausted (i.e. the relevant enforcement proceeding ended and the funds recovered have been paid to the claimant), at which date any amounts remaining outstanding in respect of the Notes shall be deemed to be released by the Noteholders and the Notes shall be cancelled (the “Cancellation Date”). Subject to the availability of Issuer Available Funds that may be applied for such purpose in accordance with the applicable Order of Priority (as defined in Condition 5 (Orders of Priority)), the Notes will be subject to mandatory redemption: (a) prior to the service of a Trigger Notice, on the Payment Date falling in May 2009 (the “18 Months Payment Date”) and on each Payment Date thereafter, by payment of the Scheduled Amortisation Amount (as defined in Condition 7.2 (b) and (c) (Mandatory Redemption)) then due in accordance with the Pre-Acceleration Order of Priority (as defined in Condition 5 (Orders of Priority)); (b) following the service of a Trigger Notice, by payment starting from (and including) the later of the 18 Months Payment Date and the day on which the Trigger Notice is given of their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Post-Acceleration Order of Priority (as defined in Condition 5 (Orders of Priority)); and (c) in the circumstances described in Condition 7.3 (Redemption for Taxation Reasons), by payment on the immediately following Payment Date of an amount equal to their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Pre-Acceleration Order of Priority. All payments in respect of the Notes will be made free and clear of any withholding or deduction for or on account of Italian taxes, unless such a withholding or deduction is required to be made by Italian Legislative Decree No. 239 of 1 April 1996, as subsequently amended and supplemented (the “Decree 239” and any such deduction thereof, a “Decree 239 Withholding”) or any other law. If any withholding or deduction for or on account of tax has occurred in respect of any payment under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amounts to any Noteholder. By operation of the Securitisation Law, the Issuer's rights, title and interest in and to the Receivables and related rights and to any sums collected and/or recovered therefrom will be segregated from all other assets of the Issuer, and any cash flow deriving therefrom (to the extent it is identifiable) will 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 Creditors and any other creditors of the Issuer in respect of the securitisation of the Receivables (the “Securitisation”). In addition, further security will be created by the Issuer in favour of the Noteholders and the Other Issuer Creditors pursuant to the Security Documents (as defined in the Recital to the Conditions). The Notes are issued in bearer and dematerialised form and held on behalf of the Noteholders, from the Issue Date until redemption or cancellation thereof, by Monte Titoli S.p.A. (“Monte Titoli”) for the account of the relevant Monte Titoli Account Holders. The expression “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear Bank S.A. /N.V. as operator of the Euroclear System (“Euroclear”) and by Clearstream Banking S.A. (“Clearstream, Luxembourg”). The Notes will be deposited by the Issuer with Monte Titoli on the Issue Date and will at all times be evidenced by, and be transferred by means of, book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and with Regulation No. 11768 of 23 December 1998 (Regolamento recante norme di attuazione del decreto legislativo 24 giugno 1998, n. 213 in materia di mercati) of the Commissione Nazionale per le Società e la Borsa, both as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes. The Class A1 Notes are expected on issue to be rated Aaa by Moody’s Investors Service, Inc. (“Moody’s”) and AAA by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”, together with Moody’s, the “Rating Agencies”). The Class A2 Notes are expected on issue to be rated Aaa by Moody’s and AAA by S&P. The rating on the Class A1 Notes is based on the financial strength and claims paying ability of Ambac. The rating on the Class A2 Notes is based on the financial strength and claims paying ability of FSA. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section headed “Risk Factors”. The date of this Prospectus is 25 July 2007 Joint Arrangers

Joint Bookrunners

Joint Lead Managers

DEPFA BANK plc

2 Except as set forth below, the Issuer accepts responsibility for the information contained in this prospectus (the “Prospectus”). To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The sections headed “The Region of Campania”, “The Economy of the Region of Campania”, “Financial Information of the Region of Campania” and “Debt of the Region of Campania” are reproduced herein in their entirety as they appear in the Simplified Base Prospectus for the Euro 3,000,000,000 Global Medium Term Note Program of the Region of Campania dated 23 May 2006 (the “MTN Prospectus”) and all information provided therein, unless otherwise specifically indicated therein, is as of such date. No information has been omitted from such sections. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties (as defined below) and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines and the other Transaction Parties accepts any responsibility for the accurate reproduction thereof or otherwise. The Issuer accepts full responsibility for correctly copying, extracting and reproducing this information. Application has been made to the Luxembourg Stock Exchange to approve the MTN Prospectus for the Euro 3,000,000,000 Global Medium Term Note Program of the Region and such approval has been obtained. Application has also been made to the Luxembourg Stock Exchange for notes issued under the Euro 3,000,000,000 Global Medium Term Note Program of the Region during the period of 12 months from the date of the MTN Prospectus to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. Ambac accepts responsibility for the information contained in the sections headed “Ambac”, “The Ambac Financial Guarantee” “Appendix 2 – Financial Statements of Ambac (year ended 31 December 2005)”, “Appendix 3 – Financial Statements of Ambac (year ended 31 December 2006)” and the information relating to it in the section headed “General Information” under numbers 8 and 9; to the best of the knowledge and belief of Ambac (which has taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. FSA accepts responsibility for the information contained in the sections headed “FSA”, “The FSA Financial Guarantee” “Appendix 4 – Financial Statements of FSA (year ended 31 December 2005)”, “Appendix 5 – Financial Statements of FSA (year ended 31 December 2006)” and the information relating to it in the section headed “General Information” under numbers 10 and 11; to the best of the knowledge and belief of FSA (which has taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Swap Counterparty accepts sole responsibility for the information contained in the relevant paragraph of the section headed “The Swap Counterparties”; to the best of the knowledge and belief of each Swap Counterparty (which has taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Transferor accepts responsibility for the information contained in the section headed “The Transferor”. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties (as defined below) and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines and the other Transaction Parties accepts any responsibility for the accurate reproduction thereof or otherwise. Under the Transfer Agreements, the Transferor has given certain representations and warranties in favour of the Issuer in relation to itself and the Receivables and will be liable for breach of such representations and warranties. None of the Issuer, the Representative of the Noteholders, the Joint Arrangers, the Joint Lead Managers, the Monolines or any other party to the Transaction Documents and/or any document entered into in connection with the Securitisation (other than the Region, the Health Authorities and the Transferor) has undertaken or will undertake any investigation, searches or other actions to verify the details of the Receivables sold by the Transferor to the Issuer, nor has any such party (including the Transferor) undertaken, nor will they undertake, any investigations, searches, or other actions to establish the creditworthiness of the Health Authorities and the Region. No person has been authorised to give any information 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 Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders, the Issuer, the Quotaholder, the Transferor, the Region, the Monolines, the Bridge Loan Lenders, the Servicer, the Calculation Agent, the Paying Agents, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer, the Foundation Corporate Servicer or the Swap Counterparties (each as identified in the section headed The Principal Parties and collectively the “Transaction Parties”). None of the Transaction Parties, other than as set out above, accepts responsibility for the accuracy or completeness of the information contained in this Prospectus and a prospective investor should make its own independent investigation into such information. Neither the delivery of this document nor any offer, 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 condition (financial or otherwise) of the Issuer, the Region, the Health Authorities, the Transferor or the Monolines or in 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 direct, secured, limited recourse obligations solely of the Issuer. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, the Joint Lead Managers, the Joint Arrangers, the Region, the Health Authorities, the Transferor or any other Transaction Parties (except for the obligations of each of the Monolines under the relevant Financial Guarantee). 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 (except in relation to each of the Monolines to the extent provided by the relevant Financial Guarantee). The distribution of this Prospectus and the offer, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part of it) comes are required by the Issuer, the Joint Arrangers and the Joint Lead Managers to inform themselves about and to observe any such restrictions. Neither this document nor any part of it constitutes an offer, and may not be used for the purpose of an offer, to sell any of the Notes, or a solicitation of 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. This Prospectus may only be used for the purpose for which it has been published. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any other state securities laws and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold within the United States or for the benefit of U.S. persons (as defined in Regulation S under the Securities Act). The Notes may not be offered or sold directly or indirectly, and neither this Prospectus 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. No action has been or will be taken which would allow an offering (nor a “sollecitazione all'investimento”) of the Notes to the public in the Republic of Italy unless in compliance with the relevant Italian securities, tax and other applicable laws and regulations. Accordingly, the Notes may not be offered, sold or delivered and neither this Prospectus nor any other offering material relating to the Notes may be distributed or made available to the public in the Republic of Italy. Individual sales of the Notes to any persons in the Republic of Italy may only be made in accordance with Italian securities, tax and other applicable laws and regulatory guidelines. For a further description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus, see the section headed “Subscription and Sale - Selling Restrictions”. Each initial and subsequent purchaser of the Notes will be deemed, by its acceptance of such Notes, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof as set forth in the above mentioned section. Certain monetary amounts and currency conversions included in this Prospectus are subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. In this Prospectus, references to “euro”, “EUR” and “cents” are to the single currency introduced in the member states of the European Community which adopted the single currency in accordance with the Treaty of Rome of 25 March 1957, as amended from time to time, and which is now the lawful currency in the Republic of Italy. In connection with the issue of the Notes, CALYON (the “Stabilising Manager”) (or persons acting on behalf of the Stabilising Manager) may over-allot 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 action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the 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 stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

CONTENTS

TRANSACTION SUMMARY...... 9 SUMMARY TRANSACTION STRUCTURE DIAGRAM...... 46 RISK FACTORS...... 47 THE RECEIVABLES...... 62 THE REGION OF CAMPANIA...... 68 THE ECONOMY OF THE REGION OF CAMPANIA...... 77 FINANCIAL INFORMATION OF THE REGION OF CAMPANIA...... 88 DEBT OF THE REGION OF CAMPANIA...... 103 THE TRANSFEROR...... 107 THE ISSUER...... 109 AMBAC ASSURANCE UK LIMITED ...... 112 THE AMBAC FINANCIAL GUARANTEE ...... 120 FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED ...... 134 THE FSA FINANCIAL GUARANTEE...... 138 THE SWAP COUNTERPARTIES...... 159 USE OF PROCEEDS...... 161 TRANSACTION DOCUMENTS...... 162 ISSUER ACCOUNTS...... 176 TERMS AND CONDITIONS OF THE NOTES...... 179 SELECTED ASPECTS OF ITALIAN LAW RELEVANT TO THE SECURITISATION....230 TAXATION OF THE NOTES...... 233 SUBSCRIPTION AND SALE...... 240 GENERAL INFORMATION...... 245 GLOSSARY OF TERMS...... 247 APPENDIX 1 - Financial Statements of the Issuer (Year Ended 31 December 2006)...... 262 APPENDIX 2 - Financial Statements of Ambac (Year Ended 31 December 2005)...... 281 APPENDIX 3 -Financial Statements of Ambac (Year Ended 31 December 2006)...... 301 APPENDIX 4 -Financial Statements of FSA (Year Ended 31 December 2005)...... 327 APPENDIX 5 -Financial Statements of FSA (Year Ended 31 December 2006)...... 346

PRINCIPAL PARTIES Issuer Posillipo Finance II S.r.l., a limited liability company incorporated in the Republic of Italy under Article 3 of Law No. 130 of 30 April 1999 (the “Securitisation Law ”), having its registered office at Via Eleonora Duse 53, Rome, Italy, with fiscal code and registration number with the Register of Enterprises of Rome, no. 08939261007, enrolled under no. 38004 with the register held by the Ufficio Italiano dei Cambi pursuant to Article 106 of Legislative Decree No. 385 of 1 September 1993 (the “Consolidated Banking Act”) and enrolled with the special register held by the Bank of Italy pursuant to Article 107 of the Consolidated Banking Act, having as its exclusive corporate purpose the entering into securitisation transactions pursuant to Article 3 of the Securitisation Law (the “Issuer”). Quotaholder of the Issuer Stichting Woestengolf, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands and holding all of the quota capital of the Issuer (the “Foundation” or the “Quotaholder”). Transferor Società Regionale per la Sanità - So.Re.Sa. S.p.A. (“Soresa”), a company incorporated under the laws of Italy, whose registered office is at Via Nuova Marina 19, Naples, Italy, enrolled at the Register of Enterprises of Naples under number 04786681215 (the “Transferor”). Sole Director of the Amaco Management Services B.V., a limited liability company incorporated Quotaholder under Dutch law, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands and being the sole director of the Quotaholder. Health Authorities The 21 Aziende Unità Sanitarie Locali and Aziende Ospedaliere, the two university related Aziende Ospedaliere and a scientific recovery and health care institution of the Region of Campania: Azienda Unità Sanitaria Locale Avellino 1, Azienda Unità Sanitaria Locale Avellino 2, Azienda Unità Sanitaria Locale Benevento, Azienda Unità Sanitaria Locale Caserta 1, Azienda Unità Sanitaria Locale Caserta 2, Azienda Unità Sanitaria Locale Napoli 1, Azienda Unità Sanitaria Locale Napoli 2, Azienda Unità Sanitaria Locale Napoli 3, Azienda Unità Sanitaria Locale Napoli 4, Azienda Unità Sanitaria Locale Napoli 5, Azienda Unità Sanitaria Locale Salerno 1, Azienda Unità Sanitaria Locale Salerno 2, Azienda Unità Sanitaria Locale Salerno 3, Azienda Ospedaliera A. Cardarelli, Azienda Ospedaliera Cotugno, Azienda Ospedaliera Monaldi Napoli, Azienda Ospedaliera di rilievo nazionale G. Rummo, Azienda Ospedaliera San Giovanni di Dio e Ruggi D’Aragona, Azienda Ospedaliera San Giuseppe Moscati, Azienda Ospedaliera San Sebastiano di Caserta, Azienda Ospedaliera Santobono Pausilipon, Azienda Ospedaliera Universitaria Federico II, Azienda Ospedaliero Universitaria Seconda Università di Napoli and Istituto di Ricovero e Cura a Carattere Scientifico Fondazione G. Pascale (collectively, the “Health Authorities”). Principal Obligor The Region of Campania (the “Region”). Servicer Citibank N.A., Milan branch, the Italian branch of a non-EU bank duly authorised by the Bank of Italy to carry out banking activity in Italy, whose registered office is at Milan, Foro Buonaparte 16, as the “soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento” pursuant to the Securitisation Law and in relation to the services rendered under the Servicing Agreement (in such capacity, the “Servicer”). Representative of the Citicorp Trustee Company Limited, a company incorporated under the Noteholders laws of England and Wales, whose registered office is at Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, as representative of the Noteholders pursuant to the Conditions and the Subscription Agreement (the "Representative of the Noteholders"). Calculation Agent Citibank N.A., London branch, a company incorporated under the laws of the State of New York, acting through its London branch whose registered office is at Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, as calculation agent pursuant to the Cash Management

and Agency Agreement (in such capacity the “Calculation Agent”). Transaction Bank Citibank N.A., Milan branch, the Italian branch of a non-EU bank duly authorised by the Bank of Italy to carry out banking activity in Italy, whose registered office is at Milan, Foro Buonaparte 16, as transaction bank pursuant to the Cash Management and Agency Agreement (in such capacity the “Transaction Bank”). Principal Paying Agent Citibank N.A., London branch, a company incorporated under the laws of the State of New York, acting through its London branch whose registered office is at Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, as principal paying agent pursuant to the Cash Management and Agency Agreement (in such capacity, the “Principal Paying Agent”). Italian Paying Agent Citibank N.A., Milan branch, the Italian branch of a non-EU bank duly authorised by the Bank of Italy to carry out banking activity in Italy, whose registered office is at Milan, Foro Buonaparte 16, as Italian paying agent pursuant to the Cash Management and Agency Agreement (in such capacity, the “Italian Paying Agent” and, together with the Principal Paying Agent, the “Paying Agents”). Luxembourg Paying and Dexia Banque Internationale à Luxembourg, société anonyme incorporated Listing Agent under the laws of the Grand Duchy of Luxembourg, whose registered office is at 69, Route d'Esch, L-1470 Luxembourg, as Luxembourg paying and listing agent pursuant to the Cash Management and Agency Agreement (the “Luxembourg Paying and Listing Agent”). Swap Counterparties CALYON, a bank and authorised credit institution incorporated under the laws of France, with its registered office at 9, Quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, Credit Suisse International, an unlimited liability company incorporated under the laws of England and Wales, whose registered office is at One Cabot Square, London, E14 4QJ, United Kingdom, and Lehman Brothers International (Europe), a wholly- owned subsidiary of Lehman Brothers Holdings Inc., incorporated in England and Wales, authorised by the Financial Services Authority, with registered address at 25 Bank Street, London E14 5LE, United Kingdom, each as swap counterparty pursuant to the relevant Swap Agreements (together, the “Swap Counterparties”). Bridge Loan Lenders CALYON, Milan branch, whose office is at Via Brera 21, Milan, Italy, and Credit Suisse, Milan branch, Via Santa Margherita 3, Milan, Italy, as lenders pursuant to the Bridge Loan Agreement (the “Bridge Loan Lenders”). Issuer Corporate Servicer KPMG Fides Servizi di Amministrazione S.p.A., a company incorporated under the laws of Italy, whose registered office is at Via Vittor Pisani 27, Milan, Italy, as corporate services provider pursuant to the Issuer Corporate Services Agreement (in such capacity, the “Issuer Corporate Servicer”). Foundation Corporate KPMG Fides Servizi di Amministrazione S.p.A., a company incorporated Servicer under the laws of Italy, whose registered office is at Via Vittor Pisani 27, Milan, Italy, as the Foundation’s corporate services provider pursuant to the Foundation Corporate Services Agreement (in such capacity, the “Foundation Corporate Servicer”). Monolines Ambac Assurance UK Limited, a company incorporated under the laws of England and Wales, whose registered office is at Level 7, 6 Broadgate, London EC2M 2QS, United Kingdom, acting through its Milan branch, as financial guarantor in respect of the Class A1 Notes pursuant to the Ambac Financial Guarantee (“Ambac”); and Financial Security Assurance (U.K.) Limited, a company incorporated under the laws of England and Wales, whose registered office is at 1 Angel

Court, London EC2R 7AE, United Kingdom, as financial guarantor in respect of the Class A2 Notes pursuant to the FSA Financial Guarantee (“FSA” and, together with Ambac, the “Monolines”). Joint Arrangers CALYON, Credit Suisse Securities (Europe) Limited and Lehman Brothers International (Europe), as joint arrangers of the transaction (in such capacity, the “Joint Arrangers”). Joint Lead Managers CALYON, Credit Suisse Securities (Europe) Limited, DEPFA BANK plc, Dexia Crediop S.p.A., acting in international capital markets under the brand name “Dexia Capital Markets” and Lehman Brothers International (Europe), as joint lead managers pursuant to the Subscription Agreement (in such capacity, the “Joint Lead Managers”). Rating Agencies Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services, a division of The McGraw -Hill Companies, Inc. (“S&P” and, together with Moody’s, the “Rating Agencies”).

TRANSACTION SUMMARY The following is a summary of certain aspects of the transaction relating to the Notes and should be read in conjunction with, and is qualified in its entirety by reference to, the detailed information presented elsewhere in this Prospectus and in the Transaction Documents. All capitalised words and expressions used in this Transaction Summary, not otherwise defined, shall have the meanings ascribed to such words and expressions elsewhere in this Prospectus or in the section headed “Glossary of Terms”. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the relevant Responsible Person(s) in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.

PRINCIPAL FEATURES OF THE NOTES Issue Date 25 July 2007 (the “Issue Date”). Title On the Issue Date, the Issuer will issue: - Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 (the “Class A1 Notes”); and - Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Notes”). Issue Price Each Class of Notes will be issued at a price of 100% of their principal amount on the Issue Date (in each case the “Issue Price” of such Class of Notes). Interest on the Notes The Notes shall bear interest payable in Euro on their Principal Amount Outstanding (as defined in Condition 7.4 (Note Principal Payment and Principal Amount Outstanding)) from (and including) the Issue Date, at an annual rate equal to the rate for six months Euro deposits (except in respect of the Initial Interest Period where the interpolation of the rate for four and five months Euro deposits shall be used) determined in accordance with Condition 6 (Interest), increased by a margin of 20 basis points per annum. Payment Date Interest shall be payable in respect of the Notes for each Interest Period semi- annually in arrear on the 30ttthhh day of May and November of each year or, if any such day is not a Business Day, on the next succeeding Business Day (each a “Payment Date”). The first interest payment in respect of the Notes will be due on the Payment Date falling in November 2007 (the “First Payment Date”). “Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Interest Period” means each period starting from (and including) a Payment Date and ending on (but excluding) the next following Payment Date, provided that the first Interest Period (the “Initial Interest Period”) shall begin on (and including) the Issue Date and end on (but excluding) the First Payment Date. Form The Notes are issued in bearer and dematerialised form and held on behalf of the Noteholders, from the Issue Date until redemption or cancellation thereof, by Monte Titoli S.p.A. (“Monte Titoli”) for the account of the relevant Monte Titoli Account Holders. The expression “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository

banks appointed by Euroclear Bank S.A. /N.V. as operator of the Euroclear System (“Euroclear”) and by Clearstream Banking S.A. (“Clearstream, Luxembourg”). The Notes will be deposited by the Issuer with Monte Titoli on the Issue Date and will at all times be evidenced by, and be transferred by means of, book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and with Regulation No. 11768 of 23 December 1998 (Regolamento recante norme di attuazione del decreto legislativo 24 giugno 1998, n. 213 in materia di mercati) of the Commissione Nazionale per le Società e la Borsa, both as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes. Denomination The Notes will be issued in the denomination of Euro 50,000 and integral multiples of Euro 1,000 in excess thereof. Status and Limited The Notes will constitute direct, secured and limited recourse obligations solely Recourse of the Issuer, which shall be satisfied out of the relevant portions of the Issuer Available Funds in accordance with the Orders of Priority set out in Condition 5, and will rank pari passu without any preference or priority among themselves for all purposes, other than in relation to rights of the Notes under the Financial Guarantees. Each Noteholder as well as any Other Issuer Creditors will have a claim against the Issuer only to the extent of the relevant portion of the Issuer Available Funds. The Conditions and the Intercreditor Agreement set out the order of priority of application of the Issuer Available Funds payable in accordance with the applicable Order of Priority. Financial Guarantees The Class A1 Notes will be issued with the benefit of the unconditional and irrevocable Ambac Financial Guarantee in respect of scheduled payment of principal and interest thereon. The Class A2 Notes will be issued with the benefit of the unconditional and irrevocable FSA Financial Guarantee in respect of scheduled payment of principal and interest thereon. Each of the Financial Guarantees will be governed by English Law. The scheduled payments of interest and principal on the Notes under the Financial Guarantees are respectively defined as the “Scheduled Interest” and the “Scheduled Principal” and each such definition is set out in the forms of the Financial Guarantees included in this Prospectus. Status of the Financial The Financial Guarantees only guarantee scheduled payments of Guarantees principal and interest and do not guarantee any accelerated payments or any other additional amounts. The Ambac Financial Guarantee to be provided by Ambac in respect of Class A1 Notes will rank at least pari passu with all other unsubordinated and unsecured obligations of Ambac, other than those which are preferred by operation of law. Ambac’s claims paying ability and financial strength is rated AAA by Fitch, Aaa by Moody’s and AAA by S&P. The FSA Financial Guarantee to be provided by FSA in respect of Class A2 Notes will rank at least pari passu with all other unsubordinated and unsecured obligations of FSA, other than those which are preferred by operation of law. FSA’s claims paying ability and financial strength is rated AAA by Fitch, Aaa by Moody’s and AAA by S&P. “Fitch” means Fitch Ratings Ltd. “Moody’s” means Moody’s Investors Service, Inc. “S&P” means Standard & Poor’s Rating Services, a division of The McGraw- Hill Companies, Inc. “Transaction Documents” means, collectively, the Transfer Agreements, the Soresa Transfer Agreements, the Deferral Agreements, the Delegations, the

Servicing Agreement, the Corporate Services Agreements, the Intercreditor Agreement, the Monoline Documents, the Security Documents, the Cash Management and Agency Agreement, the Subscription Agreement, the Swap Agreements, the Letter of Undertaking, the Master Definitions Agreement and the Conditions. “Other Issuer Creditors” means, collectively, the Representative of the Noteholders, the Monolines, the Servicer, the Calculation Agent, the Paying Agents, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer, the Foundation Corporate Servicer and the Swap Counterparties. Security for the Notes By operation of the Securitisation Law, the Issuer's rights, title and interest in and to the Receivables and related rights and to any sums collected and/or recovered therefrom will be segregated from all other assets of the Issuer, and any cash flow deriving therefrom (to the extent it is identifiable) will 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 Creditors and any other creditors of the Issuer in respect of the securitisation of the Receivables (the “Securitisation”). In addition, further security will be created by the Issuer in favour of the Noteholders and the Other Issuer Creditors pursuant to the Security Documents. Since, prior to the Issue Date (i) a notice of the transfer of the Receivables has been published in the Official Gazette of the Republic of Italy (the “Official Gazette”) and registered with the Registry of Enterprises of Rome and (ii) all the formalities provided for by Article 69 and 70 of the Royal Decree No. 2440 of 18 November 1923 (the “Decree 2440/1923”) have been complied with, upon the issue of the Notes, the Receivables and any sums collected thereunder may not be seized or attached in any form by creditors of the Issuer other than the Noteholders, until full discharge by the Issuer of its payment obligations to the Noteholders under the Notes (or cancellation thereof), to the Other Issuer Creditors, and to any other creditors of the Issuer in respect of the Securitisation. For further details see paragraph “Transaction Overview – The Transfer Agreements” below. Withholding on the Payments of interest and other proceeds under the Notes may in certain Notes circumstances, described in the section headed “Taxation of the Notes”, be subject to withholding or deduction for or on account of Italian substitute tax (imposta sostitutiva), in accordance with Legislative Decree No. 239 of 1 April 1996, as amended and restated from time to time., (the “Decree 239” and any such deduction thereof a “Decree 239 Withholding”). Upon the occurrence of any withholding or deduction for or on account of such substitute tax (or any other tax) from any payments under the Notes, neither the Issuer nor any other person shall be obliged to gross-up or otherwise compensate the Noteholders for the lesser amounts the Noteholders would receive as a result of the imposition of such substitute tax. Any such withholding or deduction for or on account of such substitute tax (or any other tax) from any payments under the Notes may constitute a Tax Event and the Issuer may redeem the Notes in accordance with Condition 7.3 (Redemption for Taxation Reasons). Upon the occurrence of any withholding or deduction for or on account of such substitute tax (or any other tax) from any payments under the Notes, the Monolines shall not be obliged to gross-up or otherwise compensate the Noteholders for the lesser amounts the Noteholders would receive as a result of the imposition of such substitute tax. The Monolines will have no obligation to pay any additional amounts to any Noteholders on account of any withholding, deduction or other tax. Exemption from the Under the provisions of Decree 239, payments of interest and other proceeds Decree 239 (including any difference between the redemption amount and the Issue Price) in

Withholding respect of the Notes will be subject to a substitute tax (imposta sostitutiva) at the rate of 12.5% in the Republic of Italy depending on the circumstances of the relevant Noteholder. However, pursuant to Article 26 of the Legislative Decree No. 600 of 29 September 1973, if any Notes are redeemed in whole or in part prior to the date which is 18 months after the Issue Date, the Issuer will be obliged to pay in Italy an additional amount currently equal to 20% of all the interest accrued on the pre-paid principal amount from the Issue Date up to the date of such early redemption. Upon the occurrence of any withholding or deduction for or on account of such substitute tax from any payments under the Notes, neither the Issuer nor any other person, including the Monolines, shall be obliged to gross-up or otherwise compensate the Noteholders for the lesser amounts the Noteholders would receive as a result of the imposition of such substitute tax. In the case of a foreign investor, payments of interest and other proceeds will not be subject to the “imposta sostitutiva” at the rate of 12.5% if such payments are made to beneficial owners who are non-Italian resident entities or individuals with no permanent establishment in the Republic of Italy to which the Notes are effectively connected, provided that: (i) such entities or individuals are resident for tax purposes in a country which recognises the Italian fiscal authorities’ right to an adequate exchange of information; and (ii) all the requirements and procedures set forth in Decree 239 in order to benefit from the exemption from “imposta sostitutiva” are met or complied with in a timely manner.

A beneficial owner of the Notes who is a non-Italian resident entity or individual with no permanent establishment in the Republic of Italy and who wishes to ensure he/she receives payment without the application of the “imposta sostitutiva” must: (a) be the beneficial owner of payments of interest on the Notes; (b) deposit, in a timely manner, the Notes directly or indirectly with (i) an authorised financial intermediary (an Italian bank or securities investment firm), (ii) a non-Italian bank or securities investment firm with a permanent establishment in the Republic of Italy, which is electronically connected with the Italian Ministry of Economy and Finance or (iii) a non-Italian resident entity or company which has an account with a centralised clearance and settlement system (such as Euroclear or Clearstream Luxembourg) which has a direct relationship with the Italian Ministry of Economy and Finance; and (c) file with the relevant depository, in a timely manner, a self-declaration (autocertificazione) stating his/her residence, for tax purposes, in a country which recognises the Italian fiscal authorities’ right to an adequate exchange of information and, inter alia, that the non-Italian resident entity is the beneficial owner of the proceeds. Redemption of the Unless previously redeemed or cancelled, the Notes shall be redeemed by the Notes Issuer at their Principal Amount Outstanding on the Payment Date falling in November 2035 (the “Final Maturity Date”), provided that there are sufficient Issuer Available Funds. Mandatory Subject to the availability of Issuer Available Funds that may be applied for such Redemption purpose in accordance with the applicable Order of Priority, the Notes will be subject to mandatory redemption: (a) prior to the service of a Trigger Notice, on the 18 Months Payment Date and on each Payment Date thereafter, by payment of the Scheduled Amortisation Amount then due and payable in accordance with the Pre-Acceleration Order of Priority;

(b) following the service of a Trigger Notice, by payment starting from (and including) the later of the 18 Months Payment Date and the day on which the Trigger Notice is given of their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Post-Acceleration Order of Priority; and (c) in the circumstances described in Condition 7.3 (Redemption for Taxation Reasons), by payment on the immediately following Payment Date of an amount equal to their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Pre- Acceleration Order of Priority. Neither of the Financial Guarantees will guarantee the payment of any amount prior to its scheduled date for payment, including without limitation by reason of the early redemption of any Notes pursuant to Conditions 7.2 (b) and (c) (Mandatory Redemption) and 7.3 (Redemption for Taxation Reasons) or the service of a Trigger Notice pursuant to Condition 11 (Trigger Events). Neither Ambac nor FSA will under any circumstances be required to accelerate payment under the Ambac Financial Guarantee or the FSA Financial Guarantee respectively. “18 Months Payment Date” means the Payment Date falling in May 2009. “Scheduled Amortisation Amount” (and “Scheduled Principal” under the respective Financial Guarantee) means in relation to the 18 Months Payment Date and on each Payment Date thereafter, the amount of principal due under the Notes set out opposite such Payment Date in the table below:

Scheduled Amortisation Amount (Euro) Payment Date Class A1 Notes Class A2 Notes May 2009 34,717,658.21 34,717,658.21 November 2009 9,558,873.36 9,558,873.36 May 2010 7,364,834.41 7,364,834.41 November 2010 7,566,554.59 7,566,554.59 May 2011 7,895,834.58 7,895,834.58 November 2011 8,110,913.06 8,110,913.06 May 2012 8,092,601.08 8,092,601.08 November 2012 8,315,475.25 8,315,475.25 May 2013 8,661,644.06 8,661,644.06 November 2013 8,783,037.08 8,783,037.08 May 2014 9,139,459.50 9,139,459.50 November 2014 9,276,639.33 9,276,639.33 May 2015 9,643,886.50 9,643,886.50 November 2015 9,797,732.47 9,797,732.47 May 2016 10,176,407.40 10,176,407.40 November 2016 10,562,450.31 10,562,450.31 May 2017 10,955,889.90 10,955,889.90 November 2017 10,940,500.36 10,940,500.36 May 2018 11,344,237.07 11,344,237.07

November 2018 11,554,263.05 11,554,263.05 May 2019 11,971,460.21 11,971,460.21 November 2019 12,202,210.05 12,202,210.05 May 2020 12,538,285.86 12,538,285.86 November 2020 12,883,619.35 12,883,619.35 May 2021 13,329,971.08 13,329,971.08 November 2021 13,695,106.73 13,695,106.73 May 2022 14,157,683.78 14,157,683.78 November 2022 14,543,365.02 14,543,365.02 May 2023 15,022,672.85 15,022,672.85 November 2023 15,187,088.80 15,187,088.80 May 2024 15,605,388.62 15,605,388.62 November 2024 16,035,211.47 16,035,211.47 May 2025 16,550,684.11 16,550,684.11 November 2025 16,932,738.28 16,932,738.28 May 2026 17,467,896.00 17,467,896.00 November 2026 17,880,256.86 17,880,256.86 May 2027 18,436,196.32 18,436,196.32 November 2027 18,941,226.62 18,941,226.62 May 2028 19,517,917.04 19,517,917.04 November 2028 19,939,874.67 19,939,874.67 May 2029 20,540,987.99 20,540,987.99 November 2029 21,054,892.01 21,054,892.01 May 2030 21,680,461.52 21,680,461.52 November 2030 22,232,017.27 22,232,017.27 May 2031 22,883,405.46 22,883,405.46 November 2031 23,474,710.46 23,474,710.46 May 2032 24,121,319.38 24,121,319.38 November 2032 24,814,147.44 24,814,147.44 May 2033 25,518,592.30 25,518,592.30 November 2033 26,213,826.40 26,213,826.40 May 2034 26,944,888.28 26,944,888.28 November 2034 27,636,446.80 27,636,446.80 May 2035 28,406,377.05 28,406,377.05 November 2035 29,180,182.44 29,180,182.44 Cancellation Date If the Notes cannot be redeemed in full on the Final Maturity Date as a result of the Issuer having insufficient Issuer Available Funds, then any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of the Notes until the earlier of (i) the date on which the Notes are redeemed in full and (ii) the last Business Day of November 2040 or, if any legal proceedings have been commenced against the Region in relation to the Delegations or the Receivables before such date, the date on which the Representative of the Noteholders (which, for such purpose, shall rely on an

opinion issued by an accountant and a legal expert) has certified to the Issuer and the Monolines that all the Collections and Recoveries due in respect of the Delegations and the Receivables have been received and recovered and that all judicial and enforcement procedures in respect of the Delegations and the Receivables have been exhausted (i.e. the relevant enforcement proceeding ended and the funds recovered have been paid to the claimant), at which date any amounts remaining outstanding in respect of the Notes shall be deemed to be released by the Noteholders and the Notes shall be cancelled (the “Cancellation Date”). Redemption for Upon the occurrence of a “Tax Event” (as defined below), the Issuer, having Taxation Reasons given not more than 60 nor less than 30 calendar days' notice in writing to the Monolines, the Representative of the Noteholders and the Noteholders in accordance with Condition 14 (Notices) and having informed the Luxembourg Stock Exchange, may or, if so directed by the Controlling Party (or, if the Controlling Party is the Representative of the Noteholders, by an Extraordinary Resolution of the Meeting of the Noteholders) shall redeem, in whole but not in part, the Notes at their relevant Principal Amount Outstanding (plus any accrued (but unpaid) interest on the Notes up to and including the relevant Payment Date) on the next following Payment Date, in accordance with Condition 7.3 (Redemption for Taxation Reasons). “Tax Event ” means any of the following events: (A) following a change of law, interpretation or administration thereof, the Issuer becomes unconditionally subject to taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub- division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction; (B) the Issuer (or any person on its behalf) is required (by reason of a change of law, interpretation or administration thereof) to deduct or withhold from any payment of principal or interest on the Notes, any payment under the Swap Agreements or any payment due and payable to any of the Other Issuer Creditors or any other party to the Transaction Documents for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction, other than, in the case of payments of principal or interest on the Notes, when such withholding or deduction is imposed for or on account of “imposta sostitutiva” under Decree 239 as the same is in force as at the Issue Date or on a payment to an individual pursuant to the EU directive regarding the taxation of savings income adopted by the EU Council of Economic and Finance Ministers on 3 June 2003 (the “European Withholding Tax Directive”); or (C) any amounts received by the Issuer from any of the Swap Counterparties, any of the Other Issuer Creditors or any other party to the Transaction Documents are subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub- division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction. Rating The Class A1 Notes are expected on issue to be rated Aaa by Moody’s and AAA by S&P. The Class A2 Notes are expected on issue to be rated Aaa by Moody’s

and AAA by S&P. See the paragraph above “Status of the Financial Guarantees”. The rating on the Class A1 Notes is based on the financial strength and claims paying ability of Ambac. The rating on the Class A2 Notes is based on the financial strength and claims paying ability of FSA. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency and/or organisation. Listing and Admission Application has been made for the listing of the Notes on the official list of the to Trading Luxembourg Stock Exchange and admission to trading of the Notes on the Regulated Market of the Luxembourg Stock Exchange. Purchase of the Notes The Issuer may not purchase any Notes at any time. Governing Law of the The Notes will be governed by Italian law. Notes ISSUER ACCOUNTS Pursuant to the Cash Management and Agency Agreement, the Issuer will, on or before the Issue Date, open in its name the following bank accounts with the Transaction Bank: (a) a euro denominated account under the title “Collection Account”: to which: (i) all the Collections and the Recoveries will be credited (and all the amounts eventually paid by the Health Authorities in respect of the Receivables will be held on a separate ledger); (ii) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Collection Account will be credited; and out of which: (iii) prior to, on or after the service of a Trigger Notice, the Spread Swap Portion shall be paid, within one Swap Business Day of receipt of any payments of Collections and/or Recoveries, to the Swap Counterparties pari passu and pro rata in accordance with the relevant Spread Swap Agreements (in any case only to the extent of the amounts payable by the Issuer thereunder); (iv) prior to, on or after the service of a Trigger Notice, within one Swap Business Day of receipt of any payments of Collections and/or Recoveries, any Swap Reimbursement Amount shall be paid to the relevant Curing Monolines using the Class A1 Portion or the Class A2 Portion, as the case may be; (v) prior to, on or after the service of a Trigger Notice, all amounts due and payable to the Swap Counterparties under the Class A1 Swap Agreements and the Class A2 Swap Agreements (excluding any termination payments and Collateral Amounts to be returned to the Swap Counterparties pursuant to any CSA) will be transferred to the Swap Counterparties on each Fixed Payment Date using the Class A1 Portion or the Class A2 portion, as the case may be; (vi) prior to, on or after the service of a Trigger Notice, any amount received in respect of Recovery Costs will be transferred, within one Swap Business Day from receipt, (1) first, to pay, pari passu and pro rata to the amount outstanding to each of them, any Monolines Recovery Costs Reimbursement Amount due to each Monoline and any Spread Swap Recovery Costs Reimbursement Amount to each Swap

Counterparty, and (2) then, the remainder to the Reserve Account; (vii) prior to the service of a Trigger Notice, all the amounts standing to the credit of such account (including for the avoidance of doubt any accrued interest credited thereto during the immediately preceding Collection Period) on the third Business Day before each Payment Date, only after having paid items (iii) to (vi) above, will be transferred to the Payments Account on such third Business Day; and (viii) on or after the service of a Trigger Notice, all the amounts standing to the credit of such account (including for the avoidance of doubt any accrued interest credited thereto) on the third Business Day before each date on which a payment is scheduled to be made, only after having paid items (iii) to (vi) above, will be transferred to the Payments Account on such third Business Day; (b) a euro denominated account under the title “Payments Account”: to which: (i) on the Issue Date the proceeds from the issuance of the Notes will be credited (unless otherwise instructed by the Issuer in a separate letter); (ii) on the Issue Date, each Swap Counterparty will transfer (a) the amounts due and payable by it pursuant to the relevant Notes Swap Agreements in relation to certain initial costs of the Securitisation and (b) certain amounts due and payable by it on such date pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements (unless otherwise instructed by the Issuer in a separate letter); (iii) six Business Days prior to each Payment Date, prior to, on or after the service of a Trigger Notice, each Swap Counterparty will transfer the amounts due and payable by it pursuant to the relevant Notes Swap Agreements (other than amounts due and payable by it under any CSA thereto, which shall be paid into the Collateral Account, but including, for the avoidance of doubt, the Swap Expenses Contribution); (iv) at any time prior to, on or after the service of a Trigger Notice, all other sums (other than, the Collections and the Recoveries) collected or received by the Issuer under any Transaction Documents (including, for the avoidance of doubt, any swap termination payments payable by the Swap Counterparties and upfront payments by a Replacement Swap Counterparty (as defined below) and any proceeds of the sale of the Receivables and the Delegations pursuant to the Intercreditor Agreement) will be credited; (v) prior to, on or after the service of a Trigger Notice, the amount (if any) to be transferred from the Reserve Account in compliance with the Transaction Documents, will be credited on the third Business Day before each Payment Date (or, after the service of a Trigger Notice, the relevant date on which payments are to be made); (vi) prior to the service of a Trigger Notice, all the amounts standing to the credit of the Collection Account which are to be transferred to the Payments Account before each Payment Date, will be credited on the third Business Day before such Payment Date; (vii) on or after the service of a Trigger Notice, all the amounts standing to the credit of the Collection Account which are to be transferred to the Payments Account before each date on which a payment is scheduled to be made, will be credited on the third Business Day before

such date; (viii) at any time prior to, on or after the service of a Trigger Notice, all the Collateral Amounts (in whole or in part) in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement, Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement will be credited from the Collateral Account; and (ix) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Payments Account will be credited; and out of which: (x) on the Issue Date, the principal amount outstanding and the interest and costs due to the Bridge Loan Lenders will be paid pursuant to the Bridge Loan Agreement (unless otherwise instructed by the Issuer in a separate letter); and (xi) on or immediately after the Issue Date, certain initial costs of the Securitisation will be paid; (xii) prior to, on or after the service of a Trigger Notice, all payments due to be made on each Payment Date (or, after the service of a Trigger Notice, on the relevant date) in accordance with the applicable Order of Priority will be made (including, for the avoidance of doubt, payment of the Swap Residual Amount, if any, to the Reserve Account); (xiii) at any time following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with a Swap Counterparty (the “Original Swap Counterparty”) that has been replaced by any other Swap Counterparty (the “Replacement Swap Counterparty”), any payments due by the Issuer to such Replacement Swap Counterparty, will be made; and (xiv) at any time prior to, on or after the service of a Trigger Notice, any residual amount, after having made all payments under items (x), (xi), (xii) and (xiii) above, will be credited to the Collection Account; (c) a euro denominated account under the title “Reserve Account ”, to which: (i) on the Issue Date, the Initial Reserve Amount will be credited out of the payments received from each Swap Counterparty; (ii) prior to, on or after the service of a Trigger Notice, the Swap Residual Amount (if any) will be credited on each Payment Date (or, after the service of a Trigger Notice, on the relevant date) from the Payments Account; (iii) at any time prior to, on or after the service of a Trigger Notice, the positive difference (if any) between any amount paid in respect of Recovery Costs and the aggregate of any Monolines Recovery Costs Reimbursement Amount and any Spread Swap Recovery Costs Reimbursement Amount will be transferred from the Collection Account within one Swap Business Day from receipt; (iv) at any time prior to, on or after the service of a Trigger Notice, the Additional Reserve Amount (if any) will be credited when due; (v) at any time prior to, on or after the service of a Trigger Notice, the Spread Swap Contribution to Enforcement Expenses (if any) will be

credited when due; (vi) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Reserve Account will be credited; and out of which: (vii) at any time prior to, on or after the service of a Trigger Notice, all the expenses, costs and taxes referred to in items (i) and (ii) of the applicable Order of Priority (including, for the avoidance of doubt, any Enforcement Expenses) which are due to be paid by the Issuer on a date other than a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments), will be paid; (viii) prior to, on or after the service of a Trigger Notice, if the Swap Expenses Contribution to be received by the Issuer before a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments) is lower than the aggregate amount due to be paid by the Issuer under items (i) to (iv) of the applicable Order of Priority on such Payment Date (or relevant date), an amount equal to such shortfall will be credited to the Payments Account on the third Business Day before such Payment Date (or relevant date); (ix) all the amounts standing to the credit of such account will be paid to the Swap Counterparties, pari passu and pro rata, promptly after the date on which the Notes are redeemed in full and all amounts due to the Monolines under the Securitisation are paid in full; (d) a euro-denominated account (the “Equity Capital Account”) to which the Issuer's equity capital of €10,000, as contributed by the Quotaholder will be deposited, and shall remain deposited for as long as any Notes are outstanding and any amounts are due by the Issuer to the Monolines under the Securitisation. The Collection Account, the Payments Account, the Reserve Account and the Equity Capital Account are jointly referred to as the “Issuer Accounts”. The Issuer Accounts will be maintained with the Transaction Bank for so long as the Transaction Bank qualifies as an Eligible Institution. “Class A1 Portion” means, with respect to each Transaction Portion, 50% (fifty per cent.) of such Transaction Portion. “Class A2 Portion” means, with respect to each Transaction Portion, 50% (fifty per cent.) of such Transaction Portion. “Collections” means any amounts due by the Health Authorities in respect of the Receivables and/or by the Region in respect of the Delegations and paid on their original due date. “CSA” means a credit support annex (to each relevant Notes Swap Agreement) entered into between the Issuer and the relevant Swap Counterparty in the form of the ISDA 1995 Credit Support Annex (Bilateral Form - Transfer) (ISDA Agreements Subject to English Law). “Eligible Institution” means, for the purposes of the Transaction Bank or the Servicer, any depository institution organised under the laws of any state which is a member of the European Union or of the United States of America, whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1 (or A-1+ in case the aggregate amount in the Issuer Accounts, other tha n the Equity Capital Account, exceeds 4% of the Original Principal Amount of the Notes) by S&P and whose long-term, unsecured and unsubordinated debt obligations are rated at least Aa3 by Moody’s and AA- by S&P, and for the purposes of any institution appointed under a CSA, any

depository institution organised under the laws of the United Kingdom, and whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1+ by S&P and whose long-term, unsecured and unsubordinated debt obligations are rated at least Aa3 by Moody’s and AA- by S&P. “Enforcement Expenses” means any legal expenses, taxes and other enforcement costs and expenses due and payable by the Issuer and/or the Monolines (or either of them) on behalf of the Issuer in connection with the recovery of any amount due and unpaid under the Delegations and/or the Receivables. “Enforcement Expenses Undertaking” means the irrevocable undertaking, pursuant to the terms of the Spread Swap Agreements or, following the termination of the relevant Spread Swap Transaction in certain circumstances pursuant to the Cash Management and Agency Agreement, of each of the Swap Counterparties, to pay pro rata from time to time and at any time on demand a Spread Swap Contribution to Enforcement Expenses in respect of Enforcement Expenses due, as determined two Business Days prior to the date of the written notice by the Calculation Agent (acting in accordance with the Cash Management and Agency Agreement) requesting the payment of such Spread Swap Contribution to Enforcement Expenses (the “Enforcement Expenses Notice”), conditional only upon the Representative of the Noteholders or the Issuer providing evidence in writing to the Swap Counterparties that the funds being available (i) in the Reserve Account, and/or (ii) pursuant to an irrevocable commitment of the Monolines (or any of them) will be sufficient to cover in full the difference between the relevant Enforcement Expenses and the Spread Swap Contribution to Enforcement Expenses set out in the Enforcement Expenses Notice. “Fixed Amount” means each payment due by the Issuer to the Swap Counterparties pursuant to the Swap Agreements. “Fixed Payment Date” means the date on which payments (other than termination payments) are due by the Issuer to the Swap Counterparties under the Swap Agreements (without prejudice, in any case, to any relevant grace period for payment), such date being within four Swap Business Days after each Region Payment Date. “Monolines Recovery Costs Reimbursement Amount” means the amount that the Issuer is obliged to repay to each Monoline pursuant to the relevant Reimbursement and Indemnity Agreement in respect of Enforcement Expenses paid by the Monolines (or either of them) on behalf of the Issuer. “Original Principal Amount” means the principal amount of each Class of Notes as at the Issue Date. “Recoveries” means any amounts due by the Health Authorities in respect of the Receivables and/or by the Region in respect of the Delegations and recovered after their original due date, together with any additional amount recovered from the Region and/or the Health Authorities in respect of default interest and Recovery Costs, and including, for the avoidance of doubt, the proceeds (if any) deriving from the sale of the Receivables and/or the Delegations. “Recovery Costs” means any amount recovered by or on behalf of the Issuer from the Region and/or the Health Authorities on account of legal expenses, taxes and other enforcement costs and expenses paid or payable by or on behalf of the Issuer in connection with the recovery of any amount due and unpaid under the Delegations and/or the Receivables. “Spread Swap Contribution to Enforcement Expenses” means the portion

of any Enforcement Expenses resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the Fixed Amounts due and outstanding under the Spread Swap Agreements, and (b) the denominator is the aggregate of the Fixed Amounts due and outstanding under the Swap Agreements (plus the aggregate of the outstanding Swap Reimbursement Amounts), which amount shall be paid to the Issuer by each Swap Counterparty, pro rata to the proportion that the aggregate of the Fixed Amounts due under the relevant Spread Swap Agreement bears to the aggregate of the Fixed Amounts due under the Spread Swap Agreements, at any time pursuant to the Enforcement Expenses Undertaking, within five Business Days of receipt by such Swap Counterparty of an Enforcement Expenses Notice, provided that if any Swap Agreement is terminated (irrespective of whether a replacement swap agreement is entered into), the aggregate of the Fixed Amounts due under the terminated Swap Agreement will be calculated as above taking into account the Fixed Amounts that would have been payable under such Swap Agreement, had such agreement not been terminated; any Spread Swap Contribution to Enforcement Expenses will be credited to the Reserve Account.“Spread Swap Portion” means, with respect to each Collection and/or Recovery (net of the Recovery Costs), the amount of such Collection and/or Recovery (net of the Recovery Costs) minus the Transaction Portion. “Spread Swap Recovery Costs Reimbursement Amount” means the amount that the Issuer is obliged to repay to each Swap Counterparty pursuant to the relevant Spread Swap Agreement in respect of the Spread Swap Contribution to Enforcement Expenses. “Swap Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London and New York and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Transaction Portion” means, with respect to each Collection and/or Recovery (net of Recovery Costs), the portion of such Collection and/or Recovery (net of Recovery Costs) resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the Fixed Amounts due and outstanding under the Notes Swap Agreements plus the aggregate of the outstanding Swap Reimbursement Amounts and including, for the avoidance of doubt, the Fixed Amounts due and payable on the immediately following Fixed Payment Date, and (b) the denominator is the aggregate of the Fixed Amounts due and outstanding under the Swap Agreements (plus the aggregate of the outstanding Swap Reimbursement Amounts and including, for the avoidance of doubt, the Fixed Amounts due and payable on the immediately following Fixed Payment Date), provided that if any Notes Swap Agreement and/or Spread Swap Agreement is terminated (other than in the event of the termination set out in the proviso below), irrespective of whether a replacement swap agreement is entered into, the aggregate of the Fixed Amounts due under the Notes Swap Agreements or the Spread Swap Agreement, as the case may be, will be calculated as above taking into account the Fixed Amounts that would have been payable under the terminated Swap Agreement(s), had such agreements not been terminated, and further provided that upon the Issuer having notified the Swap Counterparties of the sale by it or the Representative of the Noteholder of the Receivables and/or the Delegations in accordance with the Intercreditor Agreement or of the redemption in full of the Notes, the Transaction Portion will be determined, with respect to each Collection or Recovery (net of Recovery Costs), as applicable, as the portion of such Collection or Recovery (net of Recovery Costs) resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the then Principal

Amount Outstanding of the Notes, all amounts of interest then due and outstanding on the Notes and, without double-counting, all amounts then due and outstanding by the Issuer under items (i) to (xii) of the applicable Order of Priority, and (b) the denominator is the aggregate of the then Principal Amount Outstanding of the Notes and the termination payments due by the Issuer under the Spread Swap Agreements. Collateral Account Pursuant to the Cash Management and Agency Agreement, in the event that any Collateral Amounts are posted as collateral pursuant to a CSA, the Issuer shall be obliged to open an account with an Eligible Institution for the deposit of the Collateral Amounts (the “Collateral Account”). “Collateral Amounts” means any payments made or securities delivered to the Issuer as collateral pursuant to the CSA to any Notes Swap Agreement.

Reserve Amount The amount standing from time to time to the credit of the Reserve Account (the “Reserve Amount”) shall be used by the Issuer to pay at any time prior to, on or after the service of a Trigger Notice: (i) all the expenses, costs and taxes referred to in items (i) and (ii) of the applicable Order of Priority which are due to be paid by the Issuer, in accordance with the Transaction Documents, on a date other than a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments); (ii) if the Swap Expenses Contribution to be received by the Issuer before a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments) is lower than the aggregate amount due to be paid by the Issuer under items (i) to (iv) of the applicable Order of Priority on such Payment Date (or relevant date), an amount equal to such shortfall to the Payments Account before such Payment Date (or relevant date for payment); and (iii) the Enforcement Expenses due and payable by the Issuer. The Reserve Amount will be comprised of the Initial Reserve Amount, each Additional Reserve Amount, each Swap Residual Amount, each Spread Swap Contribution to Enforcement Expenses, any Recovery Costs (which, for the avoidance of doubt, shall be net of the Monolines Recovery Costs Reimbursement Amounts and of the Spread Swap Recovery Costs Reimbursement Amounts) and any interest accrued on funds standing to the credit of the Reserve Account (in each case credited from time to time to the Reserve Account), less payments made out of the Reserve Account. An Additional Reserve Amount shall be due and payable within 4 Business Days of receipt by the Swap Counterparties of the relevant Additional Reserve Amount Notice. Each payment of an Additional Reserve Amount will be requested (by sending a duly executed Additional Reserve Amount Notice) by the Calculation Agent acting in accordance with the Cash Management and Agency Agreement. At any time, upon request of the Representative of the Noteholders and in any case, on each Calculation Date, the Calculation Agent shall determine whether an Expenses Shortfall has occurred, in which case the Calculation Agent (i) shall immediately calculate the Expenses Shortfall, the Maximum Committed Amount and the Additional Reserve Amount. and (ii) shall send the Additional Reserve Amount Notice on the Calculation Date or on the second Business Day from such request to the Swap Counterparties (and indicating the amounts payable under each relevant Note Swap Agreement), in each case based on the information provided by the Transaction Bank, the Servicer, the Representative of the Noteholders and the Monolines and acting on the instructions of the Controlling Party. Each determination of the Expenses Shortfall shall be binding

on the Issuer and the Swap Counterparties. A Spread Swap Contribution to Enforcement Expenses shall be due and payable within five Business Days of receipt by the Swap Counterparties of the relevant Enforcement Expenses Notice. Each payment of a Spread Swap Contribution to Enforcement Expenses will be requested (by sending a duly executed Enforcement Expenses Notice) by the Calculation Agent acting in accordance with the Cash Management and Agency Agreement. If the Swap Counterparties fail to pay the Spread Swap Contribution to Enforcement Expenses, the payments which are due by the Issuer to the Swap Counterparties under the Spread Swap Agreements will be reduced by an equal amount in accordance with the Spread Swap Agreements. Each payment by the Swap Counterparties of a Spread Swap Contribution to Enforcement Expenses shall not affect or reduce the Swap Counterparties’ obligation to pay, when due, any Additional Reserve Amount or Swap Residual Amount in accordance with the Intercreditor Agreement. Any utilisation of the Reserve Amount shall be made upon written request of the Representative of the Noteholders acting in accordance with the Intercreditor Agreement. “Additional Reserve Amount” means any amount paid by the Swap Counterparties to the Issuer at any time pursuant to the Expenses Shortfall Payment Undertaking; any Additional Reserve Amount will be credited to the Reserve Account. “Expenses Shortfall” means the negative difference (if any) between: (i) all the amounts standing to the credit of the Reserve Account on the second Business Day preceding the date of the relevant Additional Reserve Amount Notice; and (ii) the aggregate of all the fees, expenses, costs, taxes and other amounts referred to under items (i) to (iv) of the Orders of Priority (including, for the avoidance of doubt, the Enforcement Expenses) payable by the Issuer within 30 Business Days from the date of the relevant Additional Reserve Amount Notice, as determined on the second Business Day preceding the date of such notice. “Expenses Shortfall Payment Undertaking” means the irrevocable and unconditional undertaking, pursuant to the terms of the Notes Swap Agreements, of each of the Swap Counterparties, to pay pro rata from time to time and at any time on demand an Additional Reserve Amount equal to the lower of (a) the Maximum Committed Amount and (b) the Expenses Shortfall, both as determined two Business Days prior to the date of the written notice by the Calculation Agent requesting the payment of such Additional Reserve Amount (the "Additional Reserve Amount Notice"). “Initial Reserve Amount” means an amount equal to Euro 250,000. "Maximum Committed Amount" means, from time to time, an amount equal to (a) Euro 500,000 less (b) the aggregate Additional Reserve Amounts previously paid (if any) to the Issuer. “Swap Expenses Contribution” means the amount not lower than Euro 51,000 in the aggregate provided for in the Class A1 Swap Agreements and the Class A2 Swap Agreements, payable pro rata by the Swap Counterparties, under the Class A1 Swap Agreements and the Class A2 Swap Agreements, six Business Days prior to and in respect of each Payment Date. “Swap Reimbursement Amount” means the amount equal to the Relevant Unpaid Amount that the Issuer is obliged to repay to each Curing Monoline, including interest (calculated at a rate equal to the default rate paid by the Region

in relation to the Delegations) accrued thereon. “Swap Residual Amount” means, in respect of each Payment Date, the positive difference (if any) between (i) the Swap Expenses Contribution and (ii) all the amounts due and payable by the Issuer on such Payment Date under items from (i) to (iv) of the applicable Order of Priority; each Swap Residual Amount will be paid to the Reserve Account on the relevant Payment Date in accordance with the Orders of Priority. CREDIT STRUCTURE Issuer Available Funds “Issuer Available Funds” means (A) on each Calculation Date and in respect of the immediately following Payment Date, prior to the service of a Trigger Notice or a notice of early redemption of the Notes in accordance with Condition 7.3, the aggregate of: (i) the Collections and Recoveries credited to the Collection Account during the immediately preceding Collection Period; (ii) all amounts received or recovered by the Issuer pursuant to the Soresa Transfer Agreements, the Transfer Agreements, the Servicing Agreement or any other Transaction Documents during the immediately preceding Collection Period, and all amounts otherwise paid to the Issuer or recovered by or on behalf of the Issuer, in connection with the Securitisation during the preceding Collection Period; (iii) all amounts of interest accrued and paid (net, for the avoidance of doubt, of any tax or other withholding) on the Issuer Accounts (other than the Equity Capital Account and the Reserve Account) during the immediately preceding Collection Period; (iv) all amounts to be paid to the Issuer by the Swap Counterparties and credited to the Payments Account six Business Days prior to such Payment Date pursuant to the Notes Swap Agreements; (v) all the amounts transferred from the Reserve Account to the Payments Account prior to a Payment Date in order to make on such Payment Date payments due by the Issuer under items (i) to (iv) of the Order of Priority; and (B) at any time following the service of a Trigger Notice or upon an early redemption of the Notes in accordance with Condition 7.3, the aggregate of all amounts standing to the credit of the Collection Account and the Payments Account (including, for the avoidance of doubt, interest accrued and paid on such accounts and any amounts transferred from the Reserve Account); PROVIDED THAT , in any case under (A) and (B) above, the Issuer Available Funds shall not comprise: (i) any Spread Swap Portion (including, for the avoidance of doubt, any Spread Swap Contribution to Enforcement Expenses); (ii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Curing Monoline(s) the Swap Reimbursement Amounts; (iii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Swap Counterparties the amounts due under the Notes Swap Agreements (excluding any termination payments); (iv) any Recovery Costs; (v) the proceeds from the issuance of the Notes paid on the Issue Date on the Payments Account; (vi) the amounts transferred by the Swap Counterparties pursuant to the

Notes Swap Agreements to the Payments Account on the Issue Date to pay certain initial costs of the Securitisation and the amounts transferred by the Swap Counterparties pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements; (vii) the Initial Reserve Amount, any Additional Reserve Amount and any amount standing to the credit of the Reserve Account; (viii) any amounts paid to the Issuer by any Replacement Swap Counterparty or any amounts paid by the Replacement Swap Counterparty to the Original Swap Counterparty directly, following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with such Original Swap Counterparty, except that the positive difference (if any) between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be), as determined in accordance with the Notes Swap Agreements, shall be paid into the Payments Account and will form part of the Class A1 Available Funds or the Class A2 Available Funds respectively; (ix) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, the Cash Management and Agency Agreement and the relevant Notes Swap Agreement; and (x) for the avoidance of doubt, the monies standing to the credit of any account opened with the Transaction Bank by the Representative of the Noteholders (in its name) or the monies held by any of the Paying Agents on behalf of the Representative of the Noteholders pursuant to the Cash Management and Agency Agreement, in the event that any of the Monolines makes any payment in respect of the relevant Class of Notes in favour of the Representative of the Noteholders (for and on behalf of the relevant Noteholders) pursuant to the Financial Guarantees.

“Calculation Date” means each day which is the fifth Business Day before each Payment Date. “Collection Period” means each period of six months commencing on (but excluding) each Calculation Date and ending on (and including) the immediately following Calculation Date, and in the case of the first Collection Period, commencing on (and including) the Issue Date and ending on (and including) the immediately following Calculation Date. “Curing Monoline” means each Monoline which has exercised the Swap Cure Option and has paid the Relevant Unpaid Amount in accordance with the terms provided under the Intercreditor Agreement. “Local Business Day” means a day other than a Saturday or a Sunday, on which banks are open in Naples, Italy. “Region Payment Date” means 30 April and 30 October of each year starting

from 30 April 2007 and up to 30 October 2035 or, if such day is not a Local Business Day, the immediately preceding Local Business Day. “Relevant Unpaid Amount” means, with respect to each Monoline, any amount due and payable by the Issuer, under each Confirmation entered into pursuant to the Notes Swap Agreements in relation to the Class of Notes guaranteed by such Monoline (other than in respect of an early termination of the Notes Swap Agreements), in relation to which there is a failure to pay by the Issuer on the due date for payment, together with default interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) from the Fixed Payment Date to the date of actual payment. “Swap Cure Option” means the right of each Monoline, pursuant to the Intercreditor Agreement, to make payments, at its absolute discretion, to the Swap Counterparties on behalf of the Issuer in order to pay, in whole but not in part, any Relevant Unpaid Amount. “Valuation Date” means the second Swap Business Day of May and November in each year, starting from November 2007. Single Class of Notes “Class A1 Available Funds” means, on each Calculation Date and in relation to Available Funds the relevant items of the Orders of Priority, an amount equal to the aggregate of:

(i) all amounts paid to the Issuer by the Swap Counterparties and credited to the Payments Account pursuant to the Class A1 Swap Agreements (excluding any Collateral Amounts pursuant to the Class A1 Swap Agreements); and (ii) the part of the Class A1 Portion, if any, which has not been utilised to make the payments due to the Swap Counterparties under the Class A1 Swap Agreements and to pay to Ambac the Swap Reimbursement Amount due to it; (iii) any positive difference between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement; and (iv) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, in circumstances in which the Issuer is entitled to use such moneys following the termination of the relevant Class A1 Swap Agreement, less (v) the Class A1 Ratio of the amounts due to be paid by the Issuer on the Payment Date immediately following such Calculation Date under items (i) to (v) of the applicable Order of Priority.

“Class A2 Available Funds” means, on each Calculation Date and in relation to any relevant item of the Orders of Priority, an amount equal to the aggregate of:

due to it; (iii) any positive difference between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A2 Swap Agreement entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A2 Swap Agreement; and (iv) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, in circumstances in which the Issuer is entitled to use such moneys following the termination of the relevant Class A2 Swap Agreement, less (v) the Class A2 Ratio of the amounts due to be paid by the Issuer on the Payment Date immediately following such Calculation Date under items (i) to (v) of the applicable Order of Priority. “Class Notes Ratio” means 50% (fifty per cent.) (and “Class A1 Ratio” and “Class A2 Ratio” will be construed accordingly. Trigger Events The Representative of the Noteholders may, with the consent of the Controlling Party, and shall, if so instructed by the Controlling Party, serve a written notice on the Issuer declaring the Notes due and payable (a “Trigger Notice”) if any of the following events (each, a “Trigger Event”) occurs: 1. Non-payment: default is made by the Issuer (a) in the payment, on any Payment Date, of any amount of interest due and payable in respect of any of the Notes, or (b) in the payment, on the 18 Months Payment Date and on any Payment Date thereafter, of any amount due and payable as Scheduled Amortisation Amount in respect of any of the Notes on such Payment Date, or 2. Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes, or any of them, or of any of the Transaction Documents to which it is a party (other than a default as set out in (1) above) and such default is, in the sole opinion of the Controlling Party, (a) incapable of remedy or (b) capable of remedy but remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or 3. Breach of representations and warranties: any of the representations and warranties given by the Issuer or the Transferor in respect of the Receivables under any of the Transaction Documents to which it is party proves to have been incorrect or misleading in any material respect in the sole opinion of the Controlling Party; or 4. Insolvency: (i) the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (among which, without limitation, “fallimento” and “concordato preventivo” within the meanings ascribed to those expressions by the laws of the Republic of Italy), or application for the commencement of any such proceeding is made or a chargor takes possession of the whole or a substantial part of the undertaking or assets of the Issuer; or (ii) the Issuer takes any action for a readjustment or deferment of the generality of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments; or

5. Winding-up: 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 an amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders acting upon instructions of the Controlling Party); or 6. Unlawfulness: it is or becomes unlawful (in any respect reasonably deemed by the Representative of the Noteholders, acting upon the instructions of the Controlling Party, to be material) for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any other Transaction Document to which it is a party or any material obligation of the Issuer under a Transaction Document ceases to be legal, binding and enforceable; or 7. Default by the Region: a default is made by the Region and is not remedied for a period of six Business Days, in the payment by the Region of any amounts due and payable by it pursuant to the Delegations, or

8. Others: (i) the Delegations (or any of them) are revoked, invalidated or rescinded, in whole or in part; or (ii) any laws, decrees and resolutions issued by the Region or the Republic of Italy, which are relevant to the Securitisation, are revoked, declared unconstitutional or amended or new laws, decrees and resolutions are issued that, in each case, in the sole opinion of the Controlling Party (which may be based on such legal or other advice as the Controlling Party shall deem appropriate and which opinion shall not be called into question as a result of relying on such advice or otherwise), negatively impact the ability of the Issuer to perform its obligations under the Notes and the Transaction Documents of the Securitisation in any material respect. Following the service of a Trigger Notice, the Notes will become due and payable at their Principal Amount Outstanding on the day on which the Trigger Notice is given together with interest and other amounts accrued thereon and all payments of principal, interest and any other amounts due in respect of the Notes shall be made in accordance with the Post-Acceleration Order of Priority and the Intercreditor Agreement. Notwithstanding the service of a Trigger Notice, the Financial Guarantees will continue to guarantee payments of Scheduled Principal and Scheduled Interest on the Notes on the relevant Scheduled Payment Dates only, unless the Monolines in their sole discretion elect to make payments of any amount prior to its Scheduled Payment Date. Pre-Acceleration Order On each Payment Date prior to the service of a Trigger Notice, the Issuer of Priority Available Funds (or the Class A1 Available Funds or the Class A2 Available Funds, as applicable), shall be applied in making the following payments in the following order of priority (in each case, only if and to the extent that payments of a higher priority have been made in full) (the “Pre-Acceleration Order of Priority”):

(i) to pay, pari passu and pro rata according to the respective amounts thereof in compliance with the Transaction Documents, any and all taxes due and payable by the Issuer to the extent that such taxes have not been met by utilising the amounts standing to the credit of the Reserve Account; (ii) to pay, pari passu and pro rata according to the respective amounts thereof: (a) all due and payable costs and expenses incurred in compliance with the Transaction Documents by the Issuer other than those payable to parties to the Intercreditor Agreement and other than amounts payable to the Rating Agencies, the Joint Lead Managers and the Transferor under (iii)(b), (xii) and (xiii) below; and (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, in each of the cases in (a) and (b) above, to the extent that such costs and/or expenses, as the case may be, have not been met by utilising the amounts standing to the credit of the Reserve Account; (iii) to pay, first, any amounts due and payable under the Transaction Documents to the Representative of the Noteholders; and, second, any amounts due and payable to the Rating Agencies in connection with the rating of the Notes; (iv) to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transaction Documents to the Paying Agents, the Transaction Bank, the Servicer, the Calculation Agent, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer and the Foundation Corporate Servicer; (v) to pay the Swap Residual Amount (if any) to the Reserve Account; (vi) (1) by using the Class A1 Available Funds to pay, to Ambac any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the Ambac Fee Letters; (2) by using the Class A2 Available Funds to pay to FSA any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the FSA Fee Letter; (vii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A1 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A1 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A1 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A1 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A1 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A1 Swap Agreement; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A2 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A2 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A2 Swap Agreement; or (c) a Tax Event

(as defined therein) in respect of that Class A2 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A2 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A2 Swap Agreement; (viii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A2 Notes; (ix) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) the Scheduled Amortisation Amount then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) the Scheduled Amortisation Amount then due and payable on the Class A2 Notes; (x) (1) by using the Class A1 Available Funds, to pay to Ambac any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the Ambac Reimbursement and Indemnity Agreement); (2) by using the Class A2 Available Funds, to pay to FSA any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the FSA Reimbursement and Indemnity Agreement); (xi) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid:

(1) by using the Class A1 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A1 Swap Agreement, other than the termination payments referred to in item (vii)(1) above; (2) by using the Class A2 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A2 Swap Agreement, other than the termination payments referred to in item (vii)(2) above; (xii) by using the aggregate of the remaining Class A1 Available Funds and Class A2 Available Funds (the “Remaining Issuer Available Funds”), once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Subscription Agreement to the Joint Lead Managers; (xiii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transfer Agreements to the Transferor other than the Purchase Price in respect of the Receivables; (xiv) by using all the Remaining Issuer Available Funds, to pay any surplus: (A) prior to the redemption in full of the Notes, to the Collection Account; and (B) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, pari passu and pro rata to the Swap Counterparties. Post-Acceleration On each day after the service of a Trigger Notice following the occurrence of a Order of Priority Trigger Event, the Issuer Available Funds (or the Class A1 Available Funds or the Class A2 Available Funds, as applicable), shall be applied in making the following payments in the following order of priority (in each case, only if and to the extent that payments of a higher priority have been made in full) (the "Post- Acceleration Order of Priority" and, together with the Pre-Acceleration Order of Priority, the “Orders of Priority”): (i) to pay, pari passu and pro rata according to the respective amounts thereof in compliance with the Transaction Documents, any and all taxes due and payable by the Issuer to the extent that such taxes have not been met by utilising the amounts standing to the credit of the Reserve Account; (ii) to pay, pari passu and pro rata according to the respective amounts thereof: (a) all due and payable costs and expenses incurred in compliance with the Transaction Documents by the Issuer other than those payable to parties to the Intercreditor Agreement and other than amounts payable to the Rating Agencies, the Joint Lead Managers and the Transferor under (iii)(b), (xii) and (xiii) below; and (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, in each of the cases in (a) and (b) above, to the extent that such costs and/or expenses, as the case may be, have not been met by utilising the amounts standing to the credit of the Reserve Account; (iii) to pay, first, any amounts due and payable under the Transaction Documents to the Representative of the Noteholders; and, second, any

amounts due and payable to the Rating Agencies in connection with the rating of the Notes; (iv) to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transaction Documents to the Paying Agents, the Transaction Bank, the Servicer, the Calculation Agent, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer and the Foundation Corporate Servicer; (v) to pay the Swap Residual Amount (if any) to the Reserve Account; (vi) (1) by using the Class A1 Available Funds to pay, to Ambac any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the Ambac Fee Letter; (2) by using the Class A2 Available Funds to pay to FSA any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the FSA Fee Letter; (vii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A1 Swap Agreement, exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A1 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A1 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A1 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A1 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A1 Swap Agreement; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A2 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A2 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A2 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A2 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A2 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A2 Swap Agreement; (viii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) all

amounts of interest then due and payable on the Class A2 Notes; (ix) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) to the extent that payments in (A) have been made in full, the Principal Amount Outstanding of the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) to the extent that payments in (A) have been made in full, the Principal Amount Outstanding of the Class A2 Notes; (x) (1) by using the Class A1 Available Funds to pay to Ambac any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the Ambac Reimbursement and Indemnity Agreement); (2) by using the Class A2 Available Funds to pay to FSA any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the FSA Reimbursement and Indemnity Agreement (xi) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid: (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A1 Swap Agreement other than the termination payments referred to in item (vii) (1) above; (2) by using the Class A2 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A2 Swap Agreement other than the termination payments referred to in item (vii)(2) above; (xii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Subscription Agreement to the Joint Lead Managers; (xiii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to

the respective amounts thereof, any amounts due and payable under the Transfer Agreements to the Transferor other than the Purchase Price in respect of the Receivables; and (xiv) by using all the Remaining Issuer Available Funds, to pay any surplus: (A) prior to the redemption in full of the Notes, to the Collection Account; and (B) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, pari passu and pro rata to the Swap Counterparties. Notwithstanding the service of a Trigger Notice, the Financial Guarantees will continue to guarantee payments of Scheduled Principal and Scheduled Interest on the Notes on the relevant Scheduled Payment Dates only, unless the Monolines in their sole discretion elect to make payments of any amount prior to its Scheduled Payment Date. Swap Reimbursement If a Swap Cure Option is exercised and the relevant Swap Counterparties receive Amount the Relevant Unpaid Amount pursuant to the Intercreditor Agreement, then on each day on which any amount is received by the Issuer as Collections and/or Recoveries (net of Recovery Costs) (whether before or after the service of a Trigger Notice), the relevant Transaction Portion will be applied, pari passu and pro rata, in or towards the repayment to the relevant Curing Monoline of the Swap Reimbursement Amount (to the extent not previously repaid).

TRANSACTION OVERVIEW Settlement Pursuant to transfer agreements executed between the Transferor and certain Agreements, Soresa suppliers of the Health Authorities of the Region (the “Suppliers”) on 30 Transfer Agreements January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, and Deferral 27, 28, 29, 30 and 31 March 2007 (the “Soresa Transfer Agreements”), the Agreements Transferor purchased from the Suppliers certain claims which: (i) derive from supply contracts of medical equipment and services between the Suppliers and the Health Authorities of the Region up to 31 December 2005, (ii) have been certified by the relevant Health Authorities, (iii) are the subject of settlement agreements between the Health Authorities and the Suppliers and their relevant factors and collectors (the “Settlement Agreements”), and (iv) have been restructured in accordance with the terms and conditions of deferral agreements entered into between the Transferor and the Health Authorities (the “Deferral Agreements”) (the “Receivables”). Delegations Pursuant to delegations under Article 1268 and following of the Italian Civil Code between the Region, each of the Health Authorities and the Issuer, executed on 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007), each of the Health Authorities has delegated the Region, which has accepted, to pay to the Issuer, in 58 semi-annual instalments on each Region Payment Date, an amount equal to the amounts due by such Health Authority under the Receivables, which may not be prepaid without prior written consent of the Issuer (the “Delegations”). The first semi-annual instalment of the Delegations was paid by the Region to the Issuer on the Region Payment Date of 30 April 2007 and was used by the Issuer to partially repay the Bridge Loan. Payments on the Receivables to the Issuer shall be made in other 57 fixed semi-annual instalments of Euro 59,967,948 each. The Issuer will create a pledge in favour of the Noteholders and the Other Issuer Creditors over any pecuniary claims and rights arising from the Delegations pursuant to the Deed of Pledge over the Delegations. Following the Issue Date, the Swap Counterparties may, taking into account the

total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). For further details see the section headed “Transaction Documents”. Transfer Agreements Pursuant to receivables transfer agreements executed between the Issuer and the Transferor, on 2 March 2007 (as amended on 14 March 2007), 20 March 2007, 26 March 2007, 29 March 2007 and 31 March 2007 (each a “Transfer Date”) and the transfer deeds relating thereto (collectively, the “Transfer Agreements”), the Issuer has purchased from the Transferor on a non-recourse basis (pro soluto) and in accordance with the Securitisation Law all rights, title and interest in and to the Receivables. The Receivables have been selected on the basis of the objective criteria specified in the Transfer Agreements. Under the Transfer Agreements, the Transferor has given certain representations and warranties in favour of the Issuer in relation to itself, the Settlement Agreements and the Receivables and will be liable for breach of such representations and warranties. Pursuant to Article 4 of the Securitisation Law, for each Transfer Agreement a notice of the sale of the Receivables to the Issuer was: (i) published in the Official Gazette, Second Series, No. 66 of 9 June 2007; and (ii) registered with the Register of Enterprises of Rome on 26 April 2007, 16 May 2007 and 20 June 2007. Pursuant to Articles 69 and 70 of the Decree 2440/1923: (i) the transfer of the Receivables was communicated to the Health Authorities; and (ii) following such communication each of the Health Authorities have acknowledged and accepted such transfer. The Transfer Agreements provide for payment by the Issuer to the Transferor in respect of the Receivables of the purchase price which is equal to 100% of the nominal amount of the Receivables (the “Purchase Price”). Under the Transfer Agreements, the Transferor accepted that its rights vis-à-vis the Issuer will be limited recourse to the Issuer Available Funds which will be applied in accordance with the relevant Order of Priority. For further details see the section headed “Transaction Documents”. Expense Provisions By the decrees (decreti dirigenziali) of the Director of Section 02-Management of Revenues and Expenses of the Financial Statements of the General Area of Coordination 08-Financial statements (Dirigente del Settore 02-Gestione delle Entrate e

della Spesa di Bilancio della AGC 08- Bilancio) No. 59 dated 14 March 2007, No. 61 dated 21 March 2007, No. 71 dated 26 March 2007, No. 73 dated 30 March 2007 and No. 76 dated 31 March 2007 (these latter two as supplemented by the decrees Nos. 126 e 127 dated 2 May 2007, which acknowledged the reduction of the amounts owed under the Delegations), the Region has adopted multi-annual expense provisions for the payment in favour of the Issuer of the amounts due under the Delegations in an aggregate amount equal to Euro 3,451,662,562 in 58 semi-annual instalments for each year starting from 30 April 2007 up to and including 30 October 2035 (the ‘‘Expense Provisions”). On 30 April 2007 the Region paid the first instalment due under the Delegations and as a result of such payment, the amount owed by the Region to the Issuer as of the Issue Date is equal to Euro 3,418,173,054, payable in 57 equal semi-annual instalments of Euro 59,967,948 each. For further details see the section headed “The Receivables” and the “Transaction Documents”. Region’s Letters of The Transferor has the benefit of a Convenzione entered into with the Region on Undertaking 28 July 2006 and of the Region’s Letter of Undertaking to the Transferor dated 13 December 2006, pursuant to which the Region has undertaken, among others, to refund the Transferor’s expenses up to a certain amount and to carry out, until 30 September 2007, any actions necessary to preserve the Transferor’s solvency. For more details of the Convenzione and of the Region’s Letter of Undertaking to the Transferor please see the section headed “The Transferor”. On 8 March 2007, the Region executed a letter of undertaking addressed to the Issuer (the “Region’s Letter of Undertaking to the Issuer” and, together with the Region’s Letter of Undertaking to the Transferor, the “Region’s Letters of Undertaking”) pursuant to which the Region covenanted, until 30 September 2007: (i) to maintain its 100% shareholding in the Transferor; (ii) not to approve any resolutions for the amendment of the corporate object of the Transferor; (iii) not to authorise any amendment of the Convenzione; (iv) not to give its authorisation to the Transferor to carry out any activity other than those provided for under the Convenzione; and (v) not to amend or revoke, and to comply with, any undertakings assumed towards the Transferor in connection with the Convenzione. Principal source of The principal source of payment of interest and of repayment of principal on the payment on the Notes Notes will be (i) payments made by the Region to the Issuer pursuant to the Delegations and in accordance with the Expense Provisions; and (ii) any amounts collected or recovered in respect of the Receivables. The Class A1 Notes will have the benefit of the Ambac Financial Guarantee in respect of the relevant Scheduled Principal and Scheduled Interest thereon. The Class A2 Notes will have the benefit of the FSA Financial Guarantee in respect of the relevant Scheduled Principal and Scheduled Interest thereon. Servicing Agreement On or before the Issue Date, the Issuer, the Servicer and the Representative of the Noteholders will enter into a servicing agreement (the “Servicing Agreement”) under which the Servicer will agree to collect any amount due under the Delegations and the Receivables on behalf of the Issuer and in compliance with the Securitisation Law. Pursuant to the Servicing Agreement the Servicer shall: (i) request and collect any amounts due by the Region under the Delegations and/or by the Health Authorities in respect of the Receivables; and (ii) upon receipt of the relevant accounts report from the Transaction Bank, as provided for in the Cash Management and Agency Agreement, within one Swap Business Day after each Valuation Date, provide a report in electronic form to the Issuer, the Calculation Agent, the Issuer Corporate Servicer, the Joint Lead Managers, the Monolines, the Swap Counterparties, the Italian Paying Agent, the Rating Agencies and the Representative of the Noteholders, setting out, inter alia, any difference between

the amounts paid by the Region into the Collection Account and the amounts required to be paid by the Region in respect of the Delegations as set out in the Servicing Agreement (the “Servicer Report”). For further details see the section headed “Transaction Documents”. OTHER TRANSACTION DOCUMENTS Intercreditor On or before the Issue Date, the Issuer, the Noteholders (acting through the Agreement Representative of the Noteholders), the Joint Lead Managers, the Other Issuer Creditors and the Quotaholder will enter into an intercreditor agreement (the “Intercreditor Agreement”), pursuant to which: (i) provisions are made as to the application of the Collections and Recoveries and of the other Issuer Available Funds in accordance with Condition 5 (Orders of Priority) and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise the Issuer’s Rights; (ii) the Controlling Party may from time to time issue directions, instructions and authorisations to the Representative of the Noteholders with regard to the exercise (or non-exercise) of any right of the Representative of the Noteholders (i) to take any Enforcement Action and exercise any Enforcement Rights and (ii) to exercise any other right, power and discretion under the Transaction Documents or conferred upon it by virtue of, or pursuant to, the Securitisation Law or its appointment as the agent and representative of the Noteholders and the Other Issuer Creditors, and the Representative of the Noteholders shall comply with, act on and implement such directions, instructions and authorisations and will not be required to verify the accuracy and lawfulness of such authorisations, directions and instructions; (iii) the Representative of the Noteholders shall exercise and perform its powers, authorities, duties and discretions in accordance with (a) the joint written instructions of both Monolines for so long as each of them is the Controlling Party; or (b) the written instructions of the relevant Monoline, for so long as such relevant Monoline is the Controlling Party, and, notwithstanding any resolution adopted by the Meeting of Noteholders, it shall not be liable for so doing save in case of wilful default or gross negligence of the Representative of the Noteholders; (iv) if at any time the Representative of the Noteholders requests instructions from each of or both of the Monolines as Controlling Party, the Representative of the Noteholders shall request such instructions in writing with a letter addressed to both Monolines and then: (a) subject to (b) below, the Controlling Party shall have a period of 20 Business Days (or in the case of instructions which the Controlling Party considers require a longer period for deliberation, such longer period as the Controlling Party may reasonably require and promptly notify to the Representative of the Noteholders), in which to respond to such request for instructions; (b) if the Representative of the Noteholders, acting reasonably, is of the opinion that the matter on which it requests instructions requires a response within a period shorter than 20 Business Days, it may agree on a shorter period with the Controlling Party; (c) if the Controlling Party does not give instructions in relation to the relevant request within the period specified in (a) or (b) above, as applicable, then the Representative of the Noteholders shall itself take such action as it may consider necessary (including, where appropriate, in its sole and absolute discretion, convening a Meeting in order to obtain instructions of the Noteholders), taking into account the interests of the relevant parties in accordance with the Intercreditor Agreement and shall

have no liability to the Controlling Party, the Quotaholder, the Issuer, the Noteholders and/or the Other Issuer Creditors for so doing, save in the case of wilful default or gross negligence of the Representative of the Noteholders; (v) notwithstanding the provisions above, the Representative of the Noteholders will not be required to obtain the consent of the Controlling Party to the service of a Notice of Demand (as defined in the Financial Guarantees) and the Controlling Party shall not be entitled to restrict or prohibit the service of any such Notice of Demand which the Representative of the Noteholders shall serve solely in the interests of the Noteholders following receipt of a Shortfall Report; (vi) the Representative of the Noteholders, for itself and on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors will acknowledge that, if there is a conflict between the interests of each of the Monolines and the interests of the Noteholders, the Quotaholder and/or any Other Issuer Creditor, the fact that each of the Monolines, in giving any directions and/or instructions and/or authorisations to the Representative of the Noteholders, have acted primarily or solely in their own interests does not constitute gross negligence (colpa grave) and/or wilful misconduct (dolo); (vii) the Representative of the Noteholders, on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors will also agree that the Representative of the Noteholders shall not be liable to the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors for damages, claims, losses, liabilities, costs and expenses suffered by the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors in respect of any decision, calculation or determination made, any steps and actions taken, any legal proceedings instituted, any agreement, instrument or document executed in the context of the Securitisation and/or in connection with anything done by the Representative of the Noteholders acting in its capacity as Representative of the Noteholders and as agent of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors, save in circumstances where the Representative of the Noteholders acts with gross negligence (colpa grave) and/or wilful misconduct (dolo); (viii) each of the Monolines will severally agree to indemnify and hold harmless on demand the Representative of the Noteholders against any action, proceedings, claims, losses, liabilities, costs and expenses which it may sustain or incur in connection with, or as a consequence of, the implementation of any authorisation, instructions or directions received from such Monoline pursuant to the Transaction Documents, other than to the extent caused by the gross negligence (colpa grave) and/or wilful misconduct (dolo) of the Representative of the Noteholders; (ix) the Issuer, the Representative of the Noteholders (in the name and on behalf of the Noteholders), the Joint Lead Managers, the Quotaholder and the Other Issuer Creditors will also agree and acknowledge that none of the Transaction Documents may be modified and/or amended without the prior written consent of (i) the Representative of the Noteholders (acting in accordance with the terms of the Intercreditor Agreement and the Rules of the Organisation of the Noteholders), and (ii) each of the Monolines (irrespective of whether each or both of them is the Controlling Party) for so long as any obligations (actual or contingent) remain outstanding to each of them or due from each of them under the Transaction Documents, except for following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the

Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case and notwithstanding the foregoing, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer and the Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements); (x) without prejudice to the indemnity obligations of the Monolines in favour of the Representative of the Noteholders provided for in the Intercreditor Agreement, each of the Noteholders and the Other Issuer Creditors (other than the Monolines and the Representative of the Noteholders on its behalf) shall agree that neither the Controlling Party nor the Representative of the Noteholders shall be liable to the Noteholders or the Other Issuer Creditors (other than the Representative of the Noteholders on its behalf) for any losses, costs, damages, expenses, liabilities, inconveniences or prejudice suffered by the Noteholders or such Other Issuer Creditor (other than the Representative of the Noteholders on its behalf) as a result of the Representative of the Noteholders following directions and/or instructions given to it from time to time by the Controlling Party; and (xi) in no circumstances shall the Representative of the Noteholders be considered to be acting in gross negligence (colpa grave) and/or wilful misconduct (dolo) if it precisely implements the instructions and directions given to it by the Controlling Party. For further details see the section headed “Transaction Documents”. Controlling Party The following persons shall constitute the Controlling Party (the “Controlling Party”): 1. the Monolines acting jointly, at any time at which there is no outstanding Ambac Event of Default and no outstanding FSA Event of Default; or 2. Ambac at any time at which there is an outstanding FSA Event of Default but no outstanding Ambac Event of Default; or 3. FSA at any time at which there is an outstanding Ambac Event of Default but no outstanding FSA Event of Default; or 4. the Representative of the Noteholders, at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, provided that, in respect of any decision regarding any right of the Issuer concerning (i) the termination of the Class A1 Swap Agreement, the

Controlling Party will be Ambac, or at any time at which there is an outstanding Ambac Event of Default, FSA, or at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, the Representative of the Noteholders, and (ii) the termination of the Class A2 Swap Agreement, the Controlling Party will be FSA, or at any time at which there is an outstanding FSA Event of Default, Ambac, or at any time at which there is an outstanding FSA Event of Default and an outstanding Ambac Event of Default, the Representative of the Noteholders. “Enforcement Action” means any step that the Representative of the Noteholders is entitled to take to enforce the rights of the Issuer, the Noteholders and/or the Other Issuer Creditors under any Transaction Document in accordance with the relevant terms, including the declaration of a Trigger Event or the service of a Trigger Notice or the institution of proceedings in the name and on behalf of the Issuer, the Noteholders or the Other Issuer Creditors pursuant to the terms of the Intercreditor Agreement or any other Transaction Documents. “Enforcement Rights” means all rights, powers and discretions conferred to the Representative of the Noteholders by virtue of Transaction Documents and all rights to make demands, bring proceedings or take any other action in respect thereof. “Issuer's Rights” means any of the Issuer’s rights, interests and claims deriving from the Transaction Documents. “Notice of Demand” means a Notice of Demand as defined in the Ambac Financial Guarantee or in the FSA Financial Guarantee. Monolines Event of “Ambac Event of Default” means each of the following events: Default (A) any amount which is due for payment by Ambac under the Ambac Financial Guarantee is not paid by Ambac on the date stipulated in the Ambac Financial Guarantee; or (B) Ambac disclaims, disaffirms, repudiates or challenges the validity of any of Ambac’s payment obligations under the Ambac Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of Ambac or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of Ambac (or, as the case may be, of a material part of its property or assets); (D) Ambac: (1) presents any petition or commences any proceedings for the winding-up of Ambac, or the appointment of an administrator or receiver (including an administrative receiver or manager) of Ambac (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” Ambac Event of Default means an Ambac Event of Default which has occurred and is continuing and has been notified by Ambac to the Representative of the Noteholders and has not been waived and/or remedied by Ambac to the satisfaction of the Representative of the

Noteholders. “FSA Event of Default” means each of the following events: (A) any amount which is due for payment by FSA under the FSA Financial Guarantee is not paid by FSA on the date stipulated in the FSA Financial Guarantee; or (B) FSA disclaims, disaffirms, repudiates or challenges the validity of any of FSA’s payment obligations under the FSA Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of FSA or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); (D) FSA: (1) presents any petition or commences any proceedings for the winding-up of FSA, or the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” FSA Event of Default means an FSA Event of Default which has occurred and is continuing and has been notified by FSA to the Representative of the Noteholders and has not been waived and/or remedied by FSA to the satisfaction of the Representative of the Noteholders. Swap Cure Option Pursuant to the Intercreditor Agreement, each Monoline shall have the right, at its absolute discretion, to make payments to the Swap Counterparties on behalf of the Issuer in order to pay, in whole but not in part, any Relevant Unpaid Amount (the “Swap Cure Option”). The Swap Cure Option can be exercised by each of the Monolines only under the circumstances and in accordance with the procedure provided in the Intercreditor Agreement. Notwithstanding any provisions of the Notes Swap Agreements to the contrary, a Swap Counterparty shall not be entitled to, and shall not, terminate the Notes Swap Agreements under the relevant Confirmations where there is (i) a failure to pay by the Issuer under the Notes Swap Agreements in the circumstances provided in Section 5(a)(i) of the relevant Notes Swap Agreements (and as amended therein) and/or (ii) a bankruptcy in the circumstances provided in Section 5(a)(vii) of the relevant Notes Swap Agreements (and as amended therein), and the relevant Monoline has cured the relevant failure to pay in full by the relevant Swap Cure Exercise Date. “Swap Cure Exercise Date” means the date that is five Business Days from the date of receipt by a Monoline of the Swap Shortfall Notice (as defined below). Financial Guarantees On or before the Issue Date, Ambac will issue an unconditional and irrevocable financial guarantee in respect of Scheduled Principal and Scheduled Interest of the Class A1 Notes in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders) (the “Ambac Financial Guarantee”). On or before the Issue Date, FSA will issue an unconditional and irrevocable financial guarantee in respect of Scheduled Principal and Scheduled Interest of the Class A2 Notes in favour of the Representative of the Noteholders (for and

on behalf of the Class A2 Noteholders) (the “FSA Financial Guarantee”, and, together with the Ambac Financial Guarantee, the “Financial Guarantees”). For further details see the section headed “Transaction Documents”. Prospective investors in the Notes are referred to the Forms of the Financial Guarantees contained in this Prospectus for a full description of the defined terms “Scheduled Principal” and “Scheduled Interest” and of the extent of the liabilities covered by the Financial Guarantees. Pursuant to the Cash Management and Agency Agreement, in the event that any of the Monolines makes any payment in respect of the relevant Class of Notes in favour of the Representative of the Noteholders (for and on behalf of the relevant Noteholders) pursuant to the Financial Guarantees, the Representative of the Noteholders shall be obliged to open an account with the Transaction Bank, for so long as the Transaction Bank qualifies as an Eligible Institution, for the deposit of such payments. Other Monoline On or before the Issue Date, the Issuer and Ambac will enter into a Documents reimbursement agreement (the “Ambac Reimbursement and Indemnity Agreement”) and a fee letter (the “Ambac Fee Letter”), pursuant to which Ambac and the Issuer will enter into fee and reimbursement arrangements in relation to the Ambac Financial Guarantee. On or before the Issue Date, the Issuer, Ambac and the Joint Lead Managers will enter into an indemnification agreement (the “Ambac Indemnification Agreement”), pursuant to which Ambac will receive certain indemnities. On or before the Issue Date, the Issuer and FSA will enter into a reimbursement agreement (the “FSA Reimbursement and Indemnity Agreement”) and a fee letter (the “FSA Fee Letter” and together with the Ambac Fee Letter, the “Fee Letters”), pursuant to which FSA and the Issuer will enter into fee and reimbursement arrangements in relation to the FSA Financial Guarantee. On or before the Issue Date, the Issuer, FSA and the Joint Lead Managers will enter into an indemnification agreement (the “FSA Indemnification Agreement”), pursuant to which FSA will receive certain indemnities. The Ambac Reimbursement and Idemnity Agreement, the Ambac Indemnification Agreement, the FSA Reimbursement and Idemnity Agreement, the FSA Indemnification Agreement, the Financial Guarantees and the Fee Letters, are together the “Monoline Documents”. For further details see the section headed “Transaction Documents”. Cash Management and On or before the Issue Date, the Issuer, the Servicer, the Calculation Agent, the Agency Agreement Transaction Bank, the Paying Agents, the Luxembourg Paying and Listing Agent, the Swap Counterparties, the Monolines and the Representative of the Noteholders will enter into a cash management and agency agreement (the “Cash Management and Agency Agreement”). Pursuant to the Cash Management Agreement: 1) the Calculation Agent will agree to provide certain cash administrative and calculation services on behalf of the Issuer, including preparing of the following reports: (i) before the service of a Trigger Notice, on or prior to each Calculation Date a report containing details of amounts to be paid by the Issuer on the immediately following Payment Date, in accordance with the applicable Order of Priority (the “Payments Report”); (ii) on or prior to the fifth Business Day before each Payment Date, a report containing the details of any expected shortfall in respect of

the Scheduled Interest and the Scheduled Principal on the Notes on the following Payment Date (if any) (the “Shortfall Report”); (iii) after the service of a Trigger Notice following the occurrence of a Trigger Event, on the same day as any Recoveries are received, which, - also aggregated with other Recoveries in respect of which a report, as set out below, has not been delivered - exceed the amount of Euro 10,000 and/or any Collections are received by the Issuer, a report containing details of the application of such Collections and/or Recoveries and of the relevant payments to be made on the relevant due date, in accordance with the relevant provisions of the Post-Acceleration Order of Priority (the “Recoveries Payment Report”); and (iv) five Business Days after each Payment Date, a report, containing information on the amounts paid under the Delegations, the Receivables and the Notes with reference to the immediately preceding Collection Period as well as the preceding Interest Period (the “Investors Report”). 2) the Italian Paying Agent will agree to perform certain payment services, including arranging for the payment of principal and interest to the Noteholders and payments to be made in this respect to the Noteholders by using the amounts received from each Monoline pursuant to the relevant Financial Guarantee; 3) the Principal Paying Agent will agree to provide certain calculation services, including the determination of the Rate of Interest applicable to each Class of Notes; 4) the Transaction Bank will agree (i) to establish and maintain the Issuer Accounts in the name of the Issuer, (ii) to keep separate evidence of the amounts paid by the Region and by the Health Authorities and of the Collections and the Recoveries, (iii) to provide the Representative of the Noteholders, the Servicer, the Monolines, the Issuer Corporate Servicer and the Calculation Agent, on or prior to each Valuation Date, with a report of each of the above mentioned accounts (the “Transaction Bank Report”), (iv) to deliver, by 10.00 a.m. Milan time on the first Swap Business Day after each Region Payment Date, a preliminary notice to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on such Region Payment Date and the amounts actually paid by the Region into the Collection Account on the same date (the “Preliminary Swap Shortfall Notice”); and (v) to deliver, by 5 p.m. Milan time on the first Swap Business Day after each Valuation Date, a notice to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on the immediately preceding Region Payment Date and the amounts actually paid by the Region into the Collection Account in respect of such Delegations up to and including such Valuation Date (the “Swap Shortfall Notice”). For further details see the section headed “Transaction Documents”. Corporate Services On or before the Issue Date, the Issuer, the Representative of the Noteholders, Agreements the Monolines and the Issuer Corporate Servicer will enter into an Issuer corporate services agreement (the “Issuer Corporate Services Agreement”) pursuant to which the Issuer Corporate Servicer will agree to provide certain corporate and administrative services to the Issuer. For further details see the section headed “Transaction Documents”.

On or before the Issue Date, the Issuer, the Quotaholder and the Foundation Corporate Servicer will enter into a corporate services agreement (the “Foundation Corporate Services Agreement ” and together with the Issuer Corporate Services Agreement the “Corporate Services Agreements”), pursuant to which the Foundation Corporate Servicer will agree to provide certain corporate and administrative services to the Quotaholder. For further details see the section headed “Transaction Documents”. Letter of Undertaking On or before the Issue Date, the Issuer, the Quotaholder, Amaco Management Services B.V., the Representative of Noteholders and the Monolines will enter into a letter of undertaking (the “Letter of Undertaking”), pursuant to which the Quotaholder and Amaco Management Services B.V. as the sole director of the Quotaholder, will (i) give certain undertakings to the Representative of the Noteholders and the Monolines in relation to the continued corporate existence and the management of the Issuer; and (ii) agree not to amend the by-laws (statuto) of the Issuer, except where such amendment is required by compulsory provisions of Italian Law or by the regulatory authorities and not to pledge, charge or dispose of the quotas of the Issuer without the prior written consent of the Representative of the Noteholders and subject to certain conditions. For further details see the section headed “Transaction Documents”. Subscription On or before the Issue Date, the Issuer, the Joint Lead Managers, the Monolines Agreement and the Representative of the Noteholders will enter into a subscription agreement (the “Subscription Agreement”), pursuant to which: (i) the Joint Lead Managers will agree to subscribe for the Notes and pay to the Issuer the Issue Price, subject to the terms and conditions set forth therein; (ii) Citicorp Trustee Company Limited will be appointed as Representative of the Noteholders, and (iii) the Issuer will give certain representations and warranties to the Joint Lead Managers, the Representative of the Noteholders (on its behalf) and the Monolines. For further details see the section headed “Transaction Documents”. Swap Agreements On or before the Issue Date, the Issuer will enter two swap agreements with each of CALYON, Credit Suisse International and Lehman Brothers International (Europe) relating, respectively, to the Class A1 Notes and the Class A2 Notes (respectively, the “Class A1 Swap Agreements” and the “Class A2 Swap Agreements” and together the “Notes Swap Agreements”) in order to hedge its payment obligations under each such Class of Notes. Each Notes Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency-Cross Border), a Schedule, a CSA and a Confirmation. In addition, the Issuer will enter into a swap agreement with each of CALYON, Credit Suisse International and Lehman Brothers International (Europe) pursuant to which the Issuer will pay to each of the Swap Counterparties certain fixed amounts it receives in respect of the Receivables (the “Spread Swap Agreements” and together with the Notes Swap Agreements, the “Swap Agreements”). Each Spread Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency-Cross Border), a Schedule and a Confirmation. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are

made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). For further details see the section headed “Transaction Documents”. Deed of Charge On or before the Issue Date, the Issuer will execute a deed of charge (the “Deed of Charge”) pursuant to which the Issuer will grant, in favour of the Representative of the Noteholders (on its behalf and on behalf of the Noteholders and the Other Issuer Creditors), security over all its rights, title and interest in, to and under the Swap Agreements, the Reimbursement and Indemnity Agreements and the Indemnification Agreements and charge any existing or future funds, moneys and the assets standing to the credit of the Collateral Account. For further details see the section headed “Transaction Documents”. Deed of Pledge On or before the Issue Date, the Issuer, the Noteholders (acting through the Representative of the Noteholders) and the Other Issuer Creditors will enter into a deed of pledge (the “Deed of Pledge”) pursuant to which the Issuer will create a pledge in favour of the Noteholders and the Other Issuer Creditors over (a) all the monetary claims and rights (other than the Collections) and all the amounts payable from time to time (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled pursuant or in relation to the Transaction Documents (other than the Delegations, the Swap Agreements, the Security Documents and the Monoline Documents); and (b) any existing or future pecuniary claims and rights and any sums credited from time to time to Issuer Accounts (other than the Equity Capital Account). For further details see the section headed “Transaction Documents”. Deed of Pledge over On or before the Issue Date, the Issuer, the Noteholders (acting through the the Delegations Representative of the Noteholders) and the Other Issuer Creditors will enter into a deed of pledge (the “Deed of Pledge over the Delegations” and, together with the Deed of Pledge and the Deed of Charge, the “Security Documents”) pursuant to which the Issuer will create a pledge in favour of the Noteholders and the Other Issuer Creditors over any pecuniary claims and rights arising from the Delegations. For further details see the section headed “Transaction Documents”. Governing Law of The Transaction Documents will be governed by, and construed in accordance Transaction with, Italian law save for the Monoline Documents, the Swap Agreements and Documents the Deed of Charge which will be governed by, and construed in accordance with, English law.

SUMMARY TRANSACTION STRUCTURE DIAGRAM The table below shows a summary of the structure of the transaction.

Delegation of Payment Health Regione Authorities Campania

Receivables Delegation of Restructuring Payment accepted Swap Agreements

Posillipo Finance So.Re.Sa Sale of Suppliers Sale of Rceivables II S.r.l Swap S.p.A. Receivables Receivables Counterp arties

Securitisation

Ambac Ambac Financial Guarantee Class A1 Notes

Class A2 Notes FSA FSA Financial Guarantee

RISK FACTORS The following is a summary of certain risks associated with the Issuer and the issue of the Notes of which prospective Noteholders should be aware. It is not intended to be exhaustive and prospective Noteholders should base any decision to invest in the Notes on consideration of this Prospectus as a whole. Risks associated with the Notes Source of Payments to Noteholders The Notes will constitute direct, secured and limited recourse obligations solely of the Issuer. The Notes will not be obligations or responsibilities of, or guaranteed by, the Joint Lead Managers, the Joint Arrangers, the Region, the Health Authorities, the Transferor or any other Transaction Parties (except for the obligations of the Monolines under the terms of the relevant Financial Guarantee). 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 (except in relation to the Monolines to the extent provided by the relevant Financial Guarantee). If there are insufficient funds available to the Issuer to pay in full principal and interest and other amounts due in respect of the Notes on the Cancellation Date, then the Noteholders will have no further claims against the Issuer in respect of any such unpaid amounts. The Issuer's principal assets available for the benefit of the Noteholders are the Receivables and the rights arising from the Delegations. The Issuer will not, as of the Issue Date, have any significant assets available for the benefit of the Noteholders other than the rights and benefit under the Receivables, the Delegations and its rights under the Transaction Documents to which it is a party. The ability of the Issuer to meet its obligations in respect of the Notes will be dependent on the receipt by the Issuer of the payments from the Region pursuant to the Delegations, the Collections made in respect of the Receivables, the payments made by any Swap Counterparty under the Notes Swap Agreements and any other amounts received by the Issuer pursuant to the terms of the Transaction Documents to which it is a party. There can be no assurance that the above amounts will be adequate to ensure the timely and full payment by the Issuer of all amounts due on the Notes. In addition, the Notes will not be obligations or responsibilities of or guaranteed by any of the Joint Arrangers, the Joint Lead Managers, the Transferor or any other Transaction Parties (except for the obligations of each of the Monolines under the relevant Financial Guarantee). None of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make any payment of any amount due in respect of the Notes (except in relation to each of the Monolines to the extent provided by the relevant Financial Guarantee). None of the Issuer, the Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders, the Monolines nor any other Transaction Party has undertaken or will undertake any investigation, searches or other actions to establish the creditworthiness of the Region, the Health Authorities or the Swap Counterparties. None of the Issuer, the Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders nor any other Transaction Party has undertaken or will undertake any investigation, searches or other actions to establish the creditworthiness of each of the Monoline. No independent investigation, search or other action has been performed to establish the creditworthiness of the Region, the Health Authorities, the Monolines or the Swap Counterparties. Liquidity and Credit Risk Defaults and/or delays by the Region in respect of payments due under the Delegations and/or by the Health Authorities in respect of the Receivables may result in the Issuer being unable to discharge all amounts of interest and principal payable under the Notes as they fall due. Defaults and/or delays by each Swap Counterparty in respect of payments due under the relevant Notes Swap Agreement may result in the Issuer being unable to discharge all amounts of interest and principal payable under the Notes as they fall due. To seek to reduce any risk of non-payment by the relevant Swap Counterparty, each Class A1 Swap Agreement and Class A2 Swap Agreement provides for certain mechanisms in the event that the credit rating of the Swap Counterparty is downgraded. For further details see the sections headed “Transaction Documents – Swap Agreements” and the paragraph below headed “Swap Counterparty collateral payments under a mark-to-market collateral agreement following the downgrade of a Swap Counterparty”. Limited review of the Receivables and limited representations and warranties None of the Issuer, the Joint Lead Managers and the Joint Arrangers has undertaken, or will undertake, any

review, investigation, search or other action to verify the details of the Receivables sold to the Issuer pursuant to the Transfer Agreements or to establish the creditworthiness of the Region, the Health Authorities or the Transferor. The Issuer will rely solely on certain representations and warranties given by the Transferor in respect of itself and the Receivables pursuant to the Transfer Agreements. For further details see the section headed “Description of the Transaction Documents – Transfer Agreements”. Insolvency of the Suppliers or the Transferor In case of bankruptcy of any Supplier or the Transferor, the receiver of the relevant Supplier or the Transferor may seek to revoke the relevant Soresa Transfer Agreements or the Transfer Agreements, as applicable, pursuant to Article 67 of Royal Decree No. 267 of 16 March 1942 (Legge Fallimentare), as subsequently amended and supplemented (the “Bankruptcy Law”), and, as regards the Transfer Agreements, pursuant to Article 4(4) of the Securitisation Law. Pursuant to the provisions referred to above, the transfer of any claim can be revoked (i) if the relevant transferor is declared bankrupt prior to the expiration of six months from the relevant transfer date (or three months if the purchaser is a securitisation company), and the receiver gives evidence that the transferee was aware of such transferor’s insolvency on the relevant transfer date, or (ii) if the relevant transferor is declared bankrupt prior to the expiration of one year from the relevant transfer date (or six months if the purchaser is a securitisation company) and the value of the receivables transferred exceeded by more than one fourth the consideration paid or owed to the relevant transferor, unless the transferee proves that it was not aware of such transferor’s insolvency on the relevant transfer date. Both awareness of insolvency and adequacy of consideration are questions of fact, which would be determined by a court considering the relevant circumstances. In the context of the Securitisation, the consideration paid by the Transferor to the Suppliers pursuant to the Soresa Transfer Agreements and by the Issuer to the Transferor pursuant to the Transfer Agreements amounted to 100% of the nominal value of each transferred Receivable. Should the receiver of a Supplier request the revocation of the relevant Soresa Transfer Agreements, then, since all the Receivables purchased by the Transferor have been transferred to the Issuer, the receiver of the Supplier would request the Transferor to refund an amount corresponding to the value of the relevant Receivables as of the relevant transfer date. Such action may adversely affect the financial condition of the Transferor. Furthermore, pursuant to certain case law, the receiver may request that the transfer from the Transferor to the Issuer be declared ineffective if the receiver gives evidence that the Issuer was aware of such Supplier’s insolvency at the time the transfer was made. However, each of the Suppliers has delivered to the Transferor a certificate issued by the relevant competent court attesting that there were no bankruptcy proceedings pending against such Supplier and, where applicable, a certificate issued by the competent chamber of commerce attesting that such Supplier has not been subject to any insolvency procedure during the previous 5 years, as well as a solvency certificate signed by the legal representative of such Supplier and such certificates have been delivered by the Transferor to the Issuer. In view of such certificates (and of the representations given by the Suppliers to the Transferor and by the Transferor to the Issuer in relation to, inter alia, the solvency of the Suppliers), it would be difficult for a receiver to give evidence of the Transferor’s and the Issuer ‘s awareness of the relevant Supplier’s bankruptcy. Should the Transferor be declared bankrupt, the receiver of the Transferor may request the revocation of the Transfer Agreements entered into during the 3-month period (or, should the consideration paid by the Issuer be deemed to be by more than one-fourth below the value of the relevant Receivables, during the 6 month- period) preceding the declaration of bankruptcy. However, the risk that the Transferor will be declared bankrupt is reduced by the fact that it has limited corporate objects, its share capital is fully owned by the Region and has the benefit of the Convenzione entered into with the Region on 28 July 2006. In addition: (a) pursuant to the Region’s Letter of Undertaking to the Transferor dated 13 December 2006, the Region has expressly undertaken to carry out, until 30 September 2007, any actions necessary to preserve the Transferor’s solvency; and (b) pursuant to the Region’s Letter of Undertaking to the Issuer dated 8 March 2007, the Region covenanted, until 30 September 2007, to maintain its 100% shareholding in the Transferor, not to approve any resolutions for the amendment of the corporate object of the Transferor, not to authorise any amendment of the Convenzione, to procure that the Transferor will not carry out any activity other than those provided for under the Convenzione and not to amend or revoke, and to comply with, any undertakings assumed towards the Transferor in connection with the Convenzione. For more details of the Convenzione and of the Region’s Letters of Undertaking please see the section headed “The Originator”. Furthermore, the Transferor has

delivered to the Issuer, on or about the execution date of the Delegations related to each Transfer Agreement, a certificate issued by the relevant competent court attesting that there were no bankruptcy proceedings pending against the Transferor, a certificate issued by the competent chamber of commerce attesting that the Transferor has not been subject to any insolvency procedure during the previous 5 years and a solvency certificate signed by the legal representative of the Transferor. In view of such certificates (and of the representations given by the Transferor to the Issuer in relation to, inter alia, itself), it would be difficult for a receiver to give evidence of the Issuer’s awareness of the insolvency of the Transferor. The Delegations Pursuant to Article 1268 and following of the Italian Civil Code a debtor (delegante; the “Delegator”) may delegate payment of its debt obligation to a third party (delegato; the “Delegated Party”) who may undertake the debt obligation directly to the creditor (delegatario; the “Creditor”) on behalf of the Delegator and in full discharge of its debt obligation to the Creditor. Pursuant to Article 1270 of the Italian Civil Code, the Delegator may revoke the payment delegation at any time prior to the Delegated Party undertaking the obligation vis-à-vis the Creditor or having made a payment to the Creditor. Pursuant to Article 1271 of the Italian Civil Code, the Delegated Party is entitled to raise against the Creditor any objections relating to their legal relationship. Unless otherwise provided for in the delegation, the Delegated Party is not entitled to raise against the Creditor any of the objections that it would have been entitled to raise against the Delegator, even if the Creditor is aware of such objections or the arrangements between those parties, unless the relationship between the Delegator and the Creditor is null. Likewise, the Delegated Party cannot raise objections relating to the relationship between the Delegator and the Creditor, unless the delegation makes express reference to the same. The Delegations entered into between the Region, the Health Authorities and the Issuer are delegazioni di debito constituting direct and autonomous monetary obligations of the Region vis-à-vis the Issuer. Pursuant to the Delegations each of the Health Authorities have irrevocably and unconditionally delegated the Region, and the Region has irrevocably and unconditionally undertaken, to pay the Issuer the amounts indicated therein on the due dates thereof and the Region has waived its right to raise any objections relating to (i) any relationship between itself and the Health Authorities (rapporto di provvista), (ii) any relationship between the Health Authorities, the Suppliers (and/or their factors and collectors) and/or the Transferor and between the Health Authorities and the Issuer (rapporto di valuta). In consideration of the contents of the Delegations, the Region would not be entitled to raise any objections in relation to the rapporto di provvista or the rapporto di valuta, unless both the rapporto di valuta and the rapporto di provvista are void, invalid or ineffective (so-called “nullità della doppia causa”), as stated in the report of the Minister of Justice (Relazione del Ministro Guardasigilli) on Article 1271 of the Italian Civil Code and as affirmed by certain case law. In this respect, it is worth noting that: (i) as regards the rapporto di valuta, the Health Authorities have carried out and completed the certification procedure regulated in the Settlement Agreements on the receivables owned by the Suppliers against the Health Authorities pursuant to the supply contracts of medical equipment and services and under the Soresa Transfer Agreements, the Suppliers have given representations and warranties as to the fact that the Receivables arise from complete and regular supplies of goods/services, as the case may be; and (ii) as regards the rapporto di provvista, the obligation of the Region to fund the Health Authorities for the provision of health services, including the obligation to fund the Health Authorities’ deficit, arises from mandatory provisions of law, including, in particular, Legislative Decree 30 December 1992 No. 502 and Regional Law 3 November 1994, No. 32 or, with respect to the Aziende Ospedaliere Universitarie Federico II and Seconda Università di Napoli and Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale, from the agreements (Protocolli di intesa) between the Region and such Health Authorities, under which, pursuant to resolution of the Regional Board (Giunta Regionale) No. 2077 of 14 December 2006, the Region has to pay the indicated amounts to each such Health Authority. Article 119 of the Constitution Article 119(6), of the Italian Constitution (as modified by the constitutional law No. 3/2001) provides that “municipalities, provinces, metropolitan cities and regions can incur indebtedness only to finance investment expenditures.” Article 30(15), of Law No. 289/2002 provides that any act and contract made by any such entities in contravention with Article 119, paragraph 6, is null and void. Article 3(17) of Law No. 350/2003 and Article 1(739) of Law No. 296 of 27 December 2006, list the transactions that constitute indebtedness for the purposes of Article 119 of the Italian Constitution and those

which instead fall outside that category. In particular, the following transactions are, among others, qualified as creating indebtedness pursuant to Article 119 of the Italian Constitution: “securitisations of future cash flows and securitisations with an initial consideration of less than 85 per cent of the market price of the underlying asset (…); securitisations supported by guarantees issued by public administrations (…).” “As from 1 January 2007 (…) transfers or securitisations of receivables pertaining to suppliers of goods and services, for the payment of which the relevant entity assumes, also indirectly, new obligations, including by means of the restructuring of the relevant amortisation plans. The transactions of this kind for which the resolution of the Regional Board (Giunta regionale) was adopted prior to 4 September 2006, if completed by 31 March 2007” do not constitute indebtedness. With a circular issued on 31 January 2007, published in the Official Gazette of the Republic of Italy on 5 February 2007 (the “MEF Circular”), as supplemented by a letter dated 16 March 2007, addressed to the Transferor, the Ministry of Economy and Finance has, inter alia, clarified that, in order to comply with the provisions of Article 1(739), second sub-paragraph, of Law No. 296 of 27 December 2006: (i) a resolution shall have been taken prior to 4 September 2006 by the competent body of the public entity involved, determining the essential terms and conditions of the transaction, which are the maximum amount of the receivables subject to the transaction, the nature of such receivables, and the years in which such receivables have arisen and (ii) the acts and contracts of the public entity involved shall have been issued or, respectively, entered into, prior to 31 March 2007. The Securitisation, and in particular the settlement and restructuring of the Receivables by the Health Authorities pursuant to the terms of the Settlement Agreements and the Deferral Agreements, and the acceptance of the Delegations by the Region, has not created further indebtedness of the Health Authorities and the Region, in breach of the provisions of Article 119, paragraph 6, of the Italian Constitution. In fact, the Securitisation complies with Article 1(739), second sub-paragraph, of Law No. 296/2006 and with the MEF Circular, since Resolution No. 1338, which has set out the main terms and conditions of the Securitisation (including the essential terms required by the MEF Circular) has been adopted by the Regional Board (Giunta Regionale) on 3 August 2006 and all the Soresa Transfer Agreements, the Transfer Agreements, the acceptances of the transfers by the Health Authorities, the Deferral Agreements and the relevant confirmations and undertakings of the Health Authorities thereunder, the Delegations and the Expense Provisions have been entered into, or issued as applicable, before 31 March 2007. Furthermore, the Securitisation does not fall within any of the categories of transactions constituting indebtedness that are listed under Article 3 (17) of Law No. 350/2003. In fact, the Transferor is not included among the entities which are subject to the limitations set out in Article 3(16) and following of Law No. 350/2003 (i.e. the entities whose securitisations could be qualified as indebtedness) and the Delegations do not represent a guarantee of the Region, as clarified below. Receivables of the Issuer against the Region under the Delegations In principle, the monetary Receivables of the Issuer against the Region under the Delegations rank pari passu with all other senior unsecured financial obligations of the Region. If the Region fails to pay amounts due and payable under the Delegations, the Issuer will have the right to demand that a judicial injunction ordering such payment be issued by an Italian court against the Region and to enforce such injunction against the Region. In accordance with Article 14 of Law Decree No. 669 of 31 December 1996 converted into Law No. 30 of 28 February 1997, as subsequently amended and supplemented, enforcement procedures (procedure esecutive) against the Region or the payment request in respect thereof (precetto) cannot be respectively commenced or notified before a period of 120 days has elapsed from the date on which the enforceable instrument (titolo esecutivo) has been notified to the Region. Pursuant to Article 11 of Decree No. 8 of 18 January 1993 as converted into Law No. 68 of 19 March 1993, the funds segregated by the Regional Treasurer Bank for the payment of amounts due under loans and certain other categories of payment obligations (the “Protected Obligations”, which may not include the Region’s obligations towards the Issuer under the Delegations) may not be attached or seized by third party creditors of the Region provided that (i) for each quarterly period the Region determines in advance the amounts due and payable in relation to the Protected Obligations, and (ii) as from the date of such determination the Region does not issue to the Regional Treasurer Bank any payment mandate otherwise than in compliance with the chronological order of the relevant invoices. No Acceleration of the Region’s Payment Obligations If the Notes become repayable early following the service of a Trigger Notice, the payment obligations of the

Region under the Delegations will not be accelerated and the Noteholders may have to wait until the respective payment dates under the Delegations in order to receive payment of interest and principal in respect of the Notes. If the Region defaults on the payments due under the Delegations, the remaining portion of the payments outstanding to be made under the Delegations will not be subject to acceleration but will remain payable in accordance with the original payment dates schedule. In such circumstances, the Issuer will have a claim against the Region for unpaid amounts which are due and payable under the Delegations but will not be able to take action in respect of the Region’s obligations under the Delegations which have not yet matured. Political developments and other events affecting the Region The ability of the Region to make payments under the Delegations may be affected by certain changes to the criteria for the allocation of public sector expenses between the Italian State and the Regions. In particular, as a result of Law No. 56 of 18 February 2000, starting in 2001 each Region is responsible for covering its health care deficit and the State will no longer transfer funds to the Regions to cover such deficits. Moreover, pursuant to the Constitutional Law No. 3 of 18 October 2001 (the “Federalism Law”), the Regions may not incur new indebtedness in order to cover the health care deficit. In particular, Article 119 of the Constitution, as amended by the Federalism Law, provides that the Regions may not incur new borrowing for any purpose other than financing expenses qualifying as investments (for further details see the section “Risk Factors - Article 119 of the Constitution”). Consequently, all payments under the Delegations will have to be funded by the Region other than by incurring new borrowing. In the event that the Region were to experience a shortfall in funds or otherwise be unable to finance its payment obligations under the Delegations, under current law there would be no possibility of funding such obligations by incurring new borrowing and, consequently, the risk of default under such obligations cannot be excluded. In this respect, it should be noted that pursuant to Legislative Decree No. 446/1997, Regional Law No. 24/2005 and the Resolutions of the Region’s Board No. 1338/2006 and 2008/2006, the payments under the Delegations will be made out of a specific item of the Region’s budget, where the necessary funds have already been entered by the Region for the year 2006 (under unità previsionale di base No. 4.15.38), and which will be funded through additional taxes (i.e. aumento dell’addizionale IRPEF e dell’addizionale IRAP). However, should funds in respect of this item of the Region’s budget be insufficient to satisfy the obligations under the Delegations, the Region would be required to meet timely such obligations through the use of any other budget resources available for such purpose. The Soresa health care restructuring programme has been the subject of political debates within the Regional Council of Campania and within opposition political parties. As reported in the Italian press, it appeared that, as a result of such debates, on 12 December 2006 the Regional Council resolved to appoint a Commission (composed of the Presidents of the Regional Council Groups - Conferenza dei Presidenti dei Gruppi Consiliari) with the mandate to verify, and report to the Regional Council on, the actions carried out by the Transferor in relation to the restructuring of the health care indebtedness of the Region. Moreover, from press reports it appeared that, in December 2006, a petition (esposto) was filed with the public prosecutor of Naples (Procura della Repubblica di Napoli) by a member of one of the opposition parties in relation to the Securitisation and the tender process which preceded the preparations for it and that, following such petition, the Transferor delivered documentation to the public prosecutor of Naples in order to clarify the matter. The Commission concluded its investigations on 31 January 2007 with a report (relazione conclusiva), approved by the majority of its members, which contains an exhaustive description of the preparation activities in respect of the Securitisation and concludes that there are no further circumstances to be examined or on which any decision should be taken. In respect of the petition (esposto), the Arrangers have verified that the procedure pending in front of the public prosecutor of Naples is an investigation of a mere exploratory nature (indagine di carattere meramente conoscitivo), registered in the register of facts that do not qualify as notice of a criminal act (fatti non costituenti notizia di reato). As at the date of this Prospectus, neither the Arrangers nor the Issuer are aware of any further political debates or developments related to the Securitisation and neither the Issuer nor the Arrangers expect that the procedure pending before the public prosecutor or any further development in the political debates relating to the Securitisation process could have an impact on the enforceability of the obligations of the Region and the Health Authorities under any of the Transaction Documents. However, it cannot be excluded that the market value of the Notes may be affected by the political debates or developments relating to the Securitisation in the future. Disclosure on the Region

The sections headed “The Region of Campania”, “The Economy of the Region of Campania”, “Financial Information of the Region of Campania” and “Debt of the Region of Campania” are reported herein in their entirety as they appear in the Simplified Base Prospectus for the Euro 3,000,000,000 Global Medium Term Note Programme of the Region of Campania dated 23 May 2006 (the “MTN Prospectus”), and all information provided therein, unless otherwise specifically indicated therein, is as of such date. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or any other Transaction Parties and none of the Issuer, the Joint Lead Managers, the Monolines, the Joint Arrangers and the other Transaction Parties accepts any responsibility for the accurate reproduction thereof or otherwise. The Issuer accepts only responsibility for correctly copying, extracting and reproducing this information. Accordingly there can be no assurance that such information may be materially incorrect or omit to state a material fact that may affect its import. In addition, such information will not reflect any significant new factor in relation to the Region and which has arisen since the date of its publication. Effect of macro-economic conditions on the Region, its budget estimates and health care spending The Region is subject to macro-economic events, including changes in national, regional or local economic and employment conditions and demographic trends which could adversely affect the Region's level of tax receipts and other revenues as well as its expenditures. A decrease in economic activity in the Region and/or the Republic of Italy could have a material adverse impact on the Region’s financial condition and its ability to make payment under the Delegations. The Region's budget is based on a series of projections and estimates regarding the general economic activity in the Region and the Region's revenues. Reliance on such projections or estimates involves certain risks and uncertainties, for example, with regard to growth in the Region's economy, the level of tax collection and other revenue generation and the ability of the Region to control expenditures in line with the budget. There can be no assurances that the Region's actual revenues will not be less than budgeted revenues or that the Region's actual expenditure will not be greater than budgeted expenditure. Health care expenditure constitutes one of the most significant categories of expenditure of the Region. Such expenditure is linked to demographic and macro-economic factors that are not within the control of the Region and that may vary significantly from year to year. Therefore, there can be no assurance that the Region's actual health care expenditure will not be greater than budgeted health care expenditure, which could give rise to potential cash shortages for the Region that may affect its ability to fulfil its obligations under the Delegations. Absence of a secondary market Although the Issuer has applied for the listing on the official list of the Luxembourg Stock Exchange and admission to trading on the Regulated Market of the Luxembourg Stock Exchange of the Notes, there can be no assurance that a secondary market in the Notes will develop or, if it does develop, that such a market will provide holders of the Notes with liquidity of investment, or that it will continue for the life of the Notes. Furthermore, the Notes will not be registered under the securities laws of the United States or the Republic of Italy or any other jurisdiction, and the transfer of the Notes will be subject to restrictions. For further details see the section headed “Subscription and Sale”. The Noteholders therefore may not be able to find a buyer to buy the Notes readily or at prices that will enable the Noteholders to realise a desired yield. Such restrictions can have a severe adverse effect on the market value of the Notes. In addition, the market value of the Notes may be affected by general debt capital markets conditions, including the then prevailing interest rates. Suitability Structured securities, such as the Notes, are sophisticated instruments, which can involve a significant degree of risk. Prospective investors in the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to the relevant risk. Such prospective investors should also ensure that they have sufficient knowledge, experience and access to professional advice to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Notes and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Credit Rating of Notes

Through the Financial Guarantees, the credit ratings of the Class A1 Notes and of the Class A2 Notes are linked to, inter alia, the claims paying ability and financial strength of, respectively, Ambac and FSA, which may change from time to time. As a result, the credit ratings of the Class A1 Notes and the Class A2 Notes may change from time to time in accordance with any such changes in the credit ratings of the claims paying ability and financial strength of Ambac and FSA respectively. As of the date of this Prospectus: (i) Ambac’s claims paying ability and financial strength is rated AAA by Fitch, Aaa by Moody’s and AAA by S&P; and (ii) FSA’s claims paying ability and financial strength is rated AAA by Fitch, Aaa by Moody’s and AAA by S&P. Through the Delegations, the Issuer has an exposure to the credit risk of the Region of Campania, which may change from time to time. As of the date of this Prospectus, the claims paying ability and financial strength of the Region of Campania with respect to notes issued by it are rated A3 by Moody’s (with a stable outlook) and A-by S&P (with a stable outlook). Tax under the Notes Payments under the Notes may in certain circumstances, described in the section headed “Taxation of the Notes” of this Prospectus, be subject to Decree 239 Withholding. In such circumstances, any beneficial owner of an interest payment relating to the Notes of any Class will receive amounts of interest payable on the Notes net of a Decree 239 Withholding. At the date of this Prospectus, such Decree 239 Withholding is levied at the rate of twelve point five per cent. (12.5%), or, in case of payments to non-resident beneficial owners, such lower rate as may be applicable under the relevant double taxation treaty. In the event that any Decree 239 Withholding or any other deduction or withholding for or on account of tax is imposed in respect of payments to Noteholders of amounts due pursuant to the Notes, neither the Issuer nor any other person will be obliged to gross-up or otherwise compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of any such deduction or withholding, or otherwise to pay any additional amounts to any of the Noteholders. In the event that any Notes of any Class are redeemed in whole or in part prior to the expiring of the eighteen month period from the Issue Date, the Issuer will be obliged to pay tax in the Republic of Italy at a rate of twenty per cent. (20%) of all interest accrued on the principal amount repaid early up to the relevant repayment date. Any such tax payments would have the effect of reducing the amounts available to the Issuer to meet its obligation to make payment to the holders of the Notes. For further details see the section headed “Taxation”. Please note that the Italian Parliament is examining a draft of legislation proposed by the Italian Government - pursuant to which the same Italian Government should be authorised to issue specific regulation to reform of the tax treatment of incomes arising from financial activities. Should this proposed legislation be approved, or - in any case - should the Ministry of Finance or another competent authority issue further regulations, letters or rulings to the Securitisation Law, the tax regime described under the section entitled “Taxation of the Notes” may be amended. For further details see the section headed “Taxation of the Notes”. European Withholding Tax Directive The EU has adopted a Directive regarding the taxation of savings income. Subject to a number of important conditions being met, it is proposed that Member States will be required from a date not earlier than 1 July 2005 (as postponed by the Council Decision 2004/587/EC of 19 July 2004) to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person within its jurisdiction to an individual resident in another Member State, except that Austria, Belgium and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise deducting tax at rates rising over time to 35%. The transitional period will terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. For further details see the section headed “Taxation of the Notes”. Changes to the Risk-Weighted Asset Framework On 11 May 2004, the Basel Committee on Banking Supervision announced that it had achieved consensus on the remaining issues regarding the proposals for a new international capital adequacy framework which places enhanced emphasis on market discipline and risk sensitivity. The text of the new Basel II framework which was initially released at the end of June 2004 has been superseded by an updated version of November 2005. On 4 July 2006, the Basel Committee on Banking Supervision has issued a comprehensive version of the Basel II framework (“International Convergence of Capital

Measurement and Capital Standard: A Revised Framework”), but this version incorporates no new elements with respect to the June 2004 Basel II framework. Furthermore, the Committee indicated that the standardised and foundation approaches of the framework will be implemented during 2007, but advised that a closer examination of the impact analysis for the most advanced approaches will continue during 2007. These examinations and approaches are expected to be implemented from the end of 2007. In parallel with the development of the Basel II framework, the European Commission has proposed the Capital Requirements Directive (the “CRD”), approved by the European Parliament on 28 September 2005 and agreed by the European Council, for reform of the existing EU Capital Adequacy Directive which is based on the 1988 Capital Accord and applies to banks and investment firms in the European Union. On 16 June 2006 the CRD was formally adopted by the European Parliament. Technically, the CRD comprises Directive 2006/48/EC (relating to the assumption and pursuit of the business of credit institutions) and Directive 2006/49/EC (on the capital adequacy of investment firms and credit institutions). The purpose of the CRD is to introduce an updated supervisory framework within the EU which reflects the Basel II rules on capital standards agreed at G-10 level. EU Member States have applied the CRD since the beginning of 2007, with the most sophisticated approaches which will become available from 2008. On 27 December 2006, the CRD was adopted in Italy by Law Decree No. 297/2006 and codified into Law No. 15 on 23 February 2007. In particular, Law Decree No. 297/2006 modified, inter alia, certain provisions of the 1993 Italian Banking Act. However, the overall implementing framework by the Bank of Italy of Law Decree No. 297/2006 is still pending. Following the publication of the 2006 Basel II Framework, the Bank of Italy implemented the new Italian banking prudential regulations (“Nuove disposizioni di vigilanza prudenziale per le banche”) on 27 December 2006. These rules focus on, inter alia, the capital requirements to provide support against the risks characterizing banking and financial activities and securitisation. According to the option given by the CRD, until 1 January 2008 Italian banks and banking groups may continue to observe the previous regulation on solvency ratios, market risks, total capital requirement and risk concentration set out in the Istruzioni di Vigilanza per le Banche, issued by the Bank of Italy on April 1999. Even in the exercise of such option, however, the new provisions relating to supervisory capital (Title I, Chapter 2 of the “Nuove disposizioni di vigilanza prudenziale per le banche”) are immediately applicable. Noteholders should consult their own advisors as to the effect on Noteholders of the application of the new Basel II framework and the CRD. Neither the Issuer, the Joint Lead Managers, the Monolines nor the Joint Arrangers can give any assurance as to the current, expected or future risk weighting of the Notes for capital adequacy purposes in any jurisdiction or that such risk weightings will not change. Investors should make their own investigation of any such matters. Potential Conflicts of Interest CALYON, Milan Branch, Credit Suisse Securities (Europe) Limited and Lehman Brothers International (Europe) are the Joint Arrangers in respect of the Securitisation and CALYON, Credit Suisse International and Lehman Brothers International (Europe) act as Swap Counterparties. CALYON, Milan Branch, Credit Suisse Securities (Europe) Limited and Lehman Brothers International (Europe) are the Joint Lead Managers in respect of the issue of the Notes. The Joint Arrangers have granted the Bridge Loan to the Issuer in their capacities as Bridge Loan Lenders, or have credit exposure to the Issuer otherwise. Citibank N.A., Milan is acting as Servicer, Transaction Bank and Italian Paying Agent. Citibank N.A., London is acting as Principal Paying Agent and Calculation Agent. Citicorp Trustee Company Limited is acting as the Representative of the Noteholders. Conflicts of interest may potentially exist or may arise as a consequence of the various group companies having different roles in this transaction. Noteholders' directions and resolutions in respect of early redemption of the Notes In a number of circumstances, the Notes may become subject to early redemption. Early redemption of the Notes as a result of some circumstances may be dependent upon receipt by the Representative of the Noteholders of instructions from the Controlling Party or a direction from, or a resolution passed by, a certain majority of Noteholders, in accordance with the provisions of the Intercreditor Agreement, the Conditions and the Rules of the Organisation of the Noteholders attached thereto. If the economic interest of a Noteholder represents a relatively small proportion of the outstanding amount of the Notes and its individual vote is contrary to the majority vote, its direction or vote may be disenfranchised and, if a determination is made by certain of the Noteholders to redeem the Notes, such minority Noteholders may face early

redemption of the Notes held by them. Limited Enforcement Rights The protection and exercise of the Noteholders’ rights against the Issuer and the security under the Notes are duties of the Representative of the Noteholders. The Rules of the Organisation of Noteholders limit the ability of individual Noteholders to commence proceedings against the Issuer by conferring on the Meeting of the Organisation of the Noteholders the power to determine the ability of any Noteholder to commence any such individual action. Accordingly, individual Noteholders may not, without breaching the Conditions, be able to commence proceedings or take other individual remedies against the Issuer unless the Meeting of the Noteholders has approved such action in accordance with the provisions of the Rules of the Organisation of Noteholders. Limited judicial and regulatory guidance regarding the application of the Securitisation Law As at the date of this Prospectus, there is no official recorded case law concerning the application of the Securitisation Law, no official interpretation of its application has been issued by any Italian governmental or regulatory authority and only limited guidance has been issued by the Bank of Italy. Consequently, it is possible that such authorities may issue further regulations relating to the Securitisation Law or the interpretation thereof, the impact of which cannot be predicted by the Issuer as at the date of this Prospectus. Change of Law The structure of the transaction and, in particular, the issue of the Notes and ratings assigned to the Notes depend significantly on Italian law (and, as regards the Swap Agreements, the Deed of Charge and the Monoline Documents, also on English law), tax and administrative practice in effect at the date thereof, and the expected tax treatment of all relevant entities under such laws and practice. No assurance can be given that Italian law (and, as regards the Swap Agreements, the Deed of Charge and the Monoline Documents, also on English law), tax or administrative practice will not change after the Issue Date or that such change will not adversely impact the structure of the transaction, the participants therein and the treatment of the Notes. Risks associated with the Issuer Interest rate risk and exposure to Swap Counterparties The Issuer expects to meet its obligations under the Notes primarily from the amounts to be paid by the Region pursuant to the Delegations and the Collections made in respect of the Receivables. Such payments have no correlation to the interest rate for Euro deposits. To protect the Issuer from a situation where such interest rate increases to the point where such payments are no longer sufficient to cover the Issuer’s obligations under the Notes, the Issuer has executed the Class A1 Swap Agreements and the Class A2 Swap Agreements, each documented under the relevant ISDA Master Agreement. However, should any Class A1 Swap Agreement or Class A2 Swap Agreement be terminated for any reason, no assurance can be given that similar protection could be obtained from another swap counterparty on the same terms. Should any Swap Counterparty fail to provide the Issuer with all amounts owing to the Issuer (if any) on any payment date under the relevant Class A1 Swap Agreement or Class A2 Swap Agreements, or should any Class A1 Swap Agreement or Class A2 Swap Agreements be otherwise terminated, then the Issuer may not have sufficient funds to make payments of principal and interest on the Notes. Any payment due and payable on the termination of any Notes Swap Agreement due to (a) an Event of Default (as defined in the relevant Swap Agreement) under the Swap Agreement in relation to which the Issuer is the Defaulting Party (as defined in the relevant Swap Agreement), or (b) an Illegality (as defined in the relevant Swap Agreement) or (c) a Tax Event (as defined in the relevant Swap Agreement) in respect of that Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Swap Agreement net of tax), or (d) an Additional Termination Event (as defined in the relevant Swap Agreement) specified in Part 1(r)(i) or Part 1 (r) (ii) of the relevant Swap Agreement) will rank in priority to rights of the Noteholders to receive payment of interest and principal under the Notes, in accordance with the applicable Order of Priority. Under the terms of each Swap Agreement, in the event of any withholding or deduction being required to be made in relation to any payment thereunder, (a) in respect of the payments due by the Issuer to the Swap Counterparty, the Issuer will not be obliged to gross up any payments under the Swap Agreement; (b) in respect of the payments due by the Swap Counterparty to the Issuer, the Swap Counterparty will be obliged to gross up any payments under the Swap Agreement. In the case of (a) and (b) above the Swap Counterparty

has the right to terminate the Swap Agreement. Pursuant to the Swap Agreements: (i) the Issuer will transfer to the Swap Counterparties the amount paid by the Region on each Region Payment Date pursuant to the Delegations; and (ii) on the sixth Business Day prior to each Payment Date, the Swap Counterparties will transfer to the Issuer the amounts to be paid by the latter as principal and interest on the Notes and expenses including the Guarantee Fees. Therefore, the ability of the Issuer to meet its obligations under the Notes will also depend on the payments received by the Issuer from the Swap Counterparties. Pursuant to the Intercreditor Agreement, the Monolines shall have the option, but not the obligation, to cure the relevant Swap Agreements by making payments to the relevant Swap Counterparties, on behalf of the Issuer, of the Relevant Unpaid Amount (as defined below) owed by the Issuer pursuant to the relevant Swap Agreement (the “Swap Cure Option”). Notwithstanding any provisions of the Notes Swap Agreements to the contrary, a Swap Counterparty shall not be entitled to, and shall not, terminate the Notes Swap Agreements under the relevant Confirmations where there is (i) a failure to pay by the Issuer under the Notes Swap Agreements in the circumstances provided in Section 5(a)(i) of the relevant Notes Swap Agreements (and as amended therein) and/or (ii) a bankruptcy in the circumstances provided in Section 5(a)(vii) of the relevant Notes Swap Agreements (and as amended therein), and the relevant Monoline has cured the relevant failure to pay in full by the relevant Swap Cure Exercise Date. Swap Counterparty collateral payments under a mark-to-market collateral agreement following the downgrade of a Swap Counterparty To seek to reduce the risk of non-payment by the relevant Swap Counterparty, each Class A1 Swap Agreement and Class A2 Swap Agreement provides for certain mechanisms in the event that the credit rating of the Swap Counterparty is downgraded. One of the options (the “Credit Support Option”) available to such Swap Counterparty is for it to provide collateral in the form of cash or securities pursuant to a CSA to the Issuer in support of the Swap Counterparty’s obligations under the relevant Swap Agreement. Should the Credit Support Option be chosen by the relevant Swap Counterparty, the relevant Class A1 Swap Agreement or Class A2 Swap Agreement provides that the Issuer shall open an account (the “Collateral Account”) pursuant to and in accordance with the terms of the Cash Management and Agency Agreement into which shall be paid all collateral payments to be made by such Swap Counterparty under the related CSA. Monies standing to the credit of the Collateral Account will not form part of the Issuer Available Funds and will not be available to discharge the Issuer’s obligations to the Noteholders and the Other Issuer Creditors under or pursuant to the Transaction Documents except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, the Cash Management and Agency Agreement and the relevant Notes Swap Agreement. Receivables of Unsecured Creditors of the Issuer By operation of Article 3 of the Securitisation Law, the rights, title and interest of the Issuer in and to the Receivables will be segregated from all other assets of the Issuer and amounts deriving therefrom will be available, on a winding up of the Issuer, only to satisfy the obligations of the Issuer to the Noteholders, the Other Issuer Creditors and the Transferor and to pay other costs of the Securitisation and will not be available to any other creditors of the Issuer. In addition, under the Deed of Pledge over the Delegations, the Issuer has created a pledge in favour of the Noteholders and the Other Issuer Creditors over any pecuniary claims and rights arising from the Delegations. However, under Italian law, any other creditor of the Issuer would be able to commence insolvency or winding up proceedings against the Issuer in respect of any unpaid debt. Notwithstanding the foregoing, the corporate object of the Issuer as contained in its By-Laws is limited and the Issuer has also agreed to certain covenants in the Intercreditor Agreement and the Conditions restricting its activities and has furthermore covenanted not to enter into any transactions that are not contemplated in the Transaction Documents. To the extent that there are other creditors of the Issuer, the Issuer has established the Reserve Account and the funds deposited therein may be used for the purposes of paying the ongoing fees, costs, expenses and taxes incurred by the Issuer to third parties (excluding the Other Issuer Creditors) in respect of the Securitisation.

Administration and reliance on third parties The ability of the Issuer to make payments in respect of the Notes will depend upon the due performance by the Region of its obligations under the Delegations, by the Health Authorities of their obligations in respect of the Receivables and by the parties to the Transaction Documents of their obligations under the Transaction Documents to which they are a party. In particular, without limitation to the foregoing, the timely payment of amounts due on the Notes will depend on the ability of the Servicer to recover the amounts due under the Delegations (as well as under the Receivables) in case of default by the Region (or by the Health Authorities) and the continued availability of the Class A1 Swap Agreements and the Class A2 Swap Agreements. In each case, the performance by the Issuer of its obligations under the Transaction Documents is also dependent on the solvency of, inter alia, the Servicer and each Swap Counterparty and the ability and willingness of such parties to perform their respective contractual obligations under the Transaction Documents. In the event of the termination of the appointment of the Servicer under the Servicing Agreement, the Issuer shall appoint a substitute servicer which will assume responsibility for the provision of the services required to be performed under the Servicing Agreement in respect of the Receivables and the Delegations. There can be no assurance that a substitute servicer would be found nor that any substitute servicer will be willing to accept such appointment nor that a substitute servicer would be able to assume and/or perform the duties of the Servicer pursuant to the Servicing Agreement. For further details see the section headed “Description of the Transaction Documents - Servicing Agreement”. Projections, forecasts and estimates Forward-looking statements, including estimates, any other projections, forecasts and estimates in this Prospectus, are necessarily speculative and subjective in nature and some or all of the assumptions underlying the projections may not materialise or may vary significantly from actual results. Such statements are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus and are based on assumptions that may prove to be inaccurate. None of the Issuer, the Joint Lead Managers, the Joint Arrangers or any other Transaction Parties undertakes any obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this Prospectus. Tax Treatment of the Issuer Taxable income of the Issuer is determined without any special rights in accordance with Italian Presidential Decree No. 917 of 22 December 1986, as subsequently amended. Pursuant to the regulations issued by the Bank of Italy on 29 March 2000 and on 14 February 2006 (Schemi di bilancio delle società per la cartolarizzazione dei crediti), the assets, liabilities, costs and revenues of the Issuer in relation to the securitisation of the Receivables will be treated as off-balance sheet assets, liabilities, costs and revenues. Based on the general rules applicable to the calculation of the net taxable income of a company, such taxable income should be calculated on the basis of accounting, i.e. on-balance sheet, earnings, subject to such adjustments as specifically provided for by applicable income tax rules and regulations. On this basis, no taxable income should accrue to the Issuer in relation to the Receivables insofar as any and all amounts deriving therefrom are specifically targeted at the fulfilment of the obligations owed to the Noteholders and to third party creditors in respect of the securitisation of the Receivables in compliance with applicable laws. This opinion has been confirmed by the Italian tax authority (Circular No. 8/E, of 6 February 2003, issued by Agenzia delle Entrate) on the grounds that the net proceeds generated by the Receivables may not be considered as legally available to the Issuer since they are destined by law and under the Transaction Documents to the payment of the Noteholders and of third party creditors in respect of the securitisation of the Receivables and will therefore become legally available to the Issuer only after full payment of all amounts owed to the Noteholders and the other creditors, and to the extent of any excess proceeds available after such payment. The Issuer believes that this principle should be also applicable to the net proceeds generated by the Delegations as far as, according to the Transaction Documents, they are destined to the satisfaction of the obligations toward the Noteholders, the Other Issuer Creditors and third party creditors in respect of the Securitisation, like the proceeds generated by the Receivables. It is however possible that the Italian Ministry of Economy and Finance or another competent authority may issue regulations, circular letters or generally binding rules relating to the Securitisation Law which might alter or affect the tax position of the Issuer as described above, or that any competent authority or court may take a

different view with respect to the Issuer’s tax position. As confirmed by the tax authorities (ruling No. 222 issued by the Agenzia delle Entrate on 5 December 2003), the interest accrued on the accounts opened by the Issuer in the Republic of Italy with any bank which is an Italian bank or an Italian branch of a non-Italian bank (including the Issuer Accounts) will be subject to withholding tax on account which, as at the date of this Prospectus, is levied at the rate of 27%. For further details see the section headed “Taxation of the Notes”. Risks associated with Ambac Ratings of Class A1 Notes affected by Ambac The ratings of the Class A1 Notes are based primarily on the Ambac Financial Guarantee issued by Ambac with respect to the Class A1 Notes. Pursuant to the Ambac Financial Guarantee, Ambac guarantees scheduled payments of principal and interest under the Class A1 Notes. The payment of the Guaranteed Amounts (as defined in the Ambac Financial Guarantee) will therefore depend upon Ambac performing its obligations under the Ambac Financial Guarantee. The likelihood of payment of the Guaranteed Amounts will depend upon the creditworthiness of Ambac. Consequently, investors are relying not only on the creditworthiness of the Issuer, but also on the creditworthiness of Ambac to perform its obligations under the Ambac Financial Guarantee. The insolvency of Ambac or a default by it under the Ambac Financial Guarantee would adversely affect the likelihood of investors receiving scheduled payments of principal and interest on the Class A1 Notes and could result in a withdrawal or downgrade of the ratings of the Class A1 Notes. Reliance by Ambac on Ambac Assurance The ratings of Ambac are based primarily on the ratings of and the capital support and reinsurance provided by Ambac Assurance (as defined in “Ambac Assurance Corporation”, below) to Ambac pursuant to the Ambac Support Agreements (as defined in “Relationship Between Ambac Assurance UK Limited And Ambac Assurance Corporation”, below). Any downgrade of the ratings of Ambac Assurance would very likely result in a downgrade of the ratings of Ambac, which could, in turn, have a material adverse effect on Ambac’s ability to perform its obligations under the Ambac Financial Guarantee. The Ambac Support Agreements are not, and should not be regarded as, guarantees by Ambac Assurance of the payment of any indebtedness, liability or obligations of the Issuer, of the Class A1 Notes or the Ambac Financial Guarantee, and do not confer any rights on third parties. The Class A1 Noteholders will have no recourse against Ambac Assurance or any other affiliate of Ambac. Regulation Ambac is authorised by the UK Financial Services Authority to carry out and effect “credit”, “suretyship” and “miscellaneous financial loss” insurance business in the United Kingdom and, pursuant to the EC third non- life insurance directive (No. 92/49/EEC), various European countries (such authorisation being the “Ambac Insurance Business Authorisation”). The Ambac Insurance Business Authorisation may be revoked, withdrawn or restrictively modified by the UK Financial Services Authority. Such revocation, withdrawal or restrictive modification could have a material adverse impact on Ambac, including its ability to generate new business or increased costs of regulatory compliance. Concentration of business Each of Ambac and Ambac Assurance is engaged exclusively in the business of writing financial guarantees (and in the case of Ambac Assurance, related lines of business), including in respect of securities sold in public offerings and private placements, and obligations under credit default swaps. Although it is Ambac’s and Ambac Assurance’s policy to diversify and manage its exposures to single obligors and to particular business sectors, it may have individual large exposures to single obligors or particular business sectors; if a material adverse event or series of events occurs with respect to one or more of these concentrations that is more severe than the assumptions used by Ambac or Ambac Assurance, such event or series of events could result in losses to Ambac or Ambac Assurance and could harm Ambac’s or Ambac Assurance’s business. Control by Ambac While the Ambac Financial Guarantee mitigates the credit risks which potential investors in the Class A1 Notes would otherwise be exposed to, involvement of Ambac has certain consequences. For example, for so

long as Ambac and/or FSA is the Controlling Party in respect of the relevant Class of Notes, Ambac and/or FSA, as the case may be, will have the right to exercise many of the discretions which would otherwise rest in the Representative of the Noteholders (including the discretion as to whether to call events of default or enforcement events or to accelerate payments of principal and interest, and in respect of which the Representative of the Noteholders might have sought the directions of the Noteholders). In addition, in the event that Ambac is required to make a payment under the Ambac Financial Guarantee, the Issuer will be required to reimburse Ambac and to pay various fees, costs and expenses to Ambac. Acceleration of Class A1 Notes The terms of the Ambac Financial Guarantee provide that amounts of principal on any Class A1 Notes which have become immediately due and payable (whether by virtue of acceleration, prepayment or otherwise) will not be treated as Guaranteed Amounts which are due for payment unless Ambac in its sole discretion elects so to do by notice in writing to the Representative of the Noteholders. If no such election is made, Ambac will continue to be liable to make payments of Guaranteed Amounts in respect of the Class A1 Notes pursuant to the Ambac Financial Guarantee on the dates on which such payments would have been required to be made if such amounts had not become immediately due and payable. Payments by Ambac Pursuant to the Ambac Financial Guarantee, payments by Ambac are limited to scheduled payments of principal and interest on the Class A1 Notes and exclude, without limitation, (i) the payment of any amount prior to its scheduled date for payment, including without limitation by reason of the early redemption of any Class A1 Notes pursuant to Conditions 7.2 (b) and (c) (Mandatory Redemption) and 7.3 (Redemption for Taxation Reasons) or the service of a Trigger Notice pursuant to Condition 11 (Trigger Events), (ii) default interest, and (iii) any amounts which the Issuer would be obliged to deduct from any amount payable pursuant to Condition 9.

Pursuant to the Ambac Financial Guarantee, all payments by or on behalf of Ambac under the Ambac Financial Guarantee shall be made without withholding or deduction for, or on account of, any present or future tax, duties, assessments or other governmental charges of whatever nature, unless the withholding or deduction of such tax, assessment, or other governmental charge is required by law or regulation or administrative practice of any jurisdiction. If any such withholding or deduction is required, Ambac shall pay such amounts net of such withholding or deduction and shall account to the appropriate tax authority for the amount required to be withheld or deducted. Ambac shall not be obliged to pay any amount to the Representative of the Noteholders or any Noteholder in respect of the amount of such withholding or deduction.

Risks associated with FSA Ratings of Notes affected by FSA The ratings of the Class A2 Notes are based primarily on the FSA Financial Guarantee issued by FSA with respect to the Class A2 Notes. Pursuant to the FSA Financial Guarantee, FSA guarantees scheduled payments of principal and interest under the Class A2 Notes. The payment of the Scheduled Payments (as defined in the FSA Financial Guarantee) will therefore depend upon FSA performing its obligations under the FSA Financial Guarantee. The likelihood of payment of the Scheduled Payments will depend upon the creditworthiness of FSA. Consequently, investors are relying not only on the creditworthiness of the Issuer but also on the creditworthiness of FSA to perform its obligations under the FSA Financial Guarantee. The insolvency of FSA or a default by it under the FSA Financial Guarantee would adversely affect the likelihood of investors receiving scheduled payments of principal and interest on the Class A2 and could result in a withdrawal or downgrade of the ratings of the Class A2 Notes. Reliance by FSA on FSA Inc. The ratings of FSA are based primarily on the ratings of and the capital support and reinsurance provided by FSA Inc. (“FSA Inc.”) to FSA pursuant to intercompany agreements (as described in “Financial Security Assurance U.K. Limited”) “. Any downgrade of the ratings of FSA Inc. would very likely result in a downgrade of the ratings of FSA, which could, in turn, have a material adverse effect on FSA’s ability to perform its obligations under the FSA Financial Guarantee. The intercompany agreements are not, and should not be regarded as, guarantees by FSA Inc. of the payment

of any indebtedness, liability or obligations of the Issuer, of the Class A2 Notes or the FSA Financial Guarantee, and do not confer any rights on third parties. The Class A2 Noteholders will have no recourse against FSA Inc. or any other affiliate of FSA. FSA is also dependent on FSA Inc. providing to FSA certain management and administrative services and seconding personnel to FSA. Third party reinsurance risk FSA may reinsure with third parties (including other financial guarantors) a significant portion of the liabilities assumed by FSA under certain financial guarantees. Such reinsurance does not alter or limit FSA’s obligations under any financial guarantee. FSA is therefore exposed to the risk of a default by, and insolvency of, any of its third party reinsurers. Regulation FSA is authorised by the UK Financial Services Authority to carry out and effect “credit”, “suretyship” and “miscellaneous financial loss” insurance business in the United Kingdom and, pursuant to the EC third non- life insurance directive (No. 92/49/EEC), various European countries (such authorisation being the “FSA Insurance Business Authorisation”). The FSA Insurance Business Authorisation may be revoked, withdrawn or restrictively modified by the UK Financial Services Authority. Such revocation, withdrawal or restrictive modification could have a material adverse impact on FSA, including its ability to generate new business or increased costs of regulatory compliance. Concentration of business Each of FSA and FSA Inc. is engaged exclusively in the business of writing financial guarantees and, in the case of FSA Inc., related lines of insurance and reinsurance, including in respect of securities sold in public offerings and private placements and obligations under credit default swaps. Although it is FSA’s and FSA Inc.’s policy to diversify and manage its exposures to single obligors and to particular business sectors, each may have individual large exposures to single obligors or particular business sectors; if a material adverse event or series of events occurs with respect to one or more of these concentrations that is more severe than the assumptions used by FSA or FSA Inc., such event or series of events could result in losses to FSA or FSA Inc. and could harm FSA’s or FSA Inc.’s business. Control by FSA While the FSA Financial Guarantee mitigates the credit risks which potential investors in the Class A2 Notes would otherwise be exposed to, involvement of FSA has certain consequences. For example, for so long as FSA and/or Ambac is the Controlling Party in respect of the relevant Class of Notes, FSA and/or Ambac, as the case may be, will have the right to exercise many of the discretions which would otherwise rest in the Representative of the Noteholders (including the discretion as to whether to call events of default or enforcement events or to accelerate payments of principal and interest, and in respect of which the Representative of the Noteholders might have sought the directions of the Noteholders). In addition, in the event that FSA is required to make a payment under the FSA Financial Guarantee, the Issuer will be required to reimburse FSA and to pay various fees, costs and expenses to FSA. Acceleration of Class A2 Notes The terms of the FSA Financial Guarantee provide that amounts of principal on any Class A2 Notes which have become immediately due and payable (whether by virtue of acceleration, prepayment or otherwise) will not be treated as Scheduled Payments which are due for payment unless FSA in its sole discretion elects so to do by notice in writing to the Representative of the Noteholders. If no such election is made, FSA will continue to be liable to make payments of Scheduled Payments in respect of the Class A2 Notes pursuant to the FSA Financial Guarantee on the dates on which such payments would have been required to be made if such amounts had not become immediately due and payable. Payments by FSA Pursuant to the FSA Financial Guarantee, payments by FSA are limited to scheduled payments of principal and interest on the Class A2 Notes and exclude, without limitation, (i) the payment of any amount prior to its scheduled date for payment, including without limitation by reason of the early redemption of any Class A2 Notes pursuant to Conditions 7.2 (b) and (c) (Mandatory Redemption) and 7.3 (Redemption for Taxation Reasons) or

the service of a Trigger Notice pursuant to Condition 11 (Trigger Events), (ii) default interest, and (iii) any amounts which the Issuer would be obliged to deduct from any amount payable pursuant to Condition 9.

Pursuant to the FSA Financial Guarantee, all payments by or on behalf of FSA under the FSA Financial Guarantee shall be made without withholding or deduction for, or on account of, any present or future tax, duties, assessments or other governmental charges of whatever nature, unless the withholding or deduction of such tax, assessment, or other governmental charge is required by law or regulation or administrative practice of any jurisdiction. If any such withholding or deduction is required, FSA shall pay such amounts net of such withholding or deduction and shall account to the appropriate tax authority for the amount required to be withheld or deducted. FSA shall not be obliged to pay any amount to the Representative of the Noteholders or any Class A2 Noteholder in respect of the amount of such withholding or deduction.

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

THE RECEIVABLES The Health care System of the Region The Aziende Unità Sanitarie Locali and the Aziende Ospedaliere were established pursuant to Legislative Decree No. 502 of 30 Decem ber 1992 as amended (“Lgs. D. No. 502”), as a result of the transformation into aziende with a public legal status and commercial autonomy - in the case of Aziende Unità Sanitarie Locali (“ASL”) - of Unità sanitarie locali (the entities which were previously providing health care services) and - in the case of Aziende Ospedaliere (“AO”) - of some other pre-existing hospitals and other entities as referred to in Article 4 of Lgs. D. No. 502. ASL/AO do not have a corporate capital but in line with their public legal status have an endowment fund (fondo di dotazione) established by the relevant Regions. ASL/AO are autonomous entities from the Regions although strictly related to them due to the functions which are delegated to them. ASL/AO are supervised by the Regions and must perform their functions in an efficient and cost-saving way and in compliance with the applicable budgetary constraints. ASL/AO's activities are to be performed in compliance with the provisions of national and regional legislation as well as with resolutions (known as atti aziendali (and each an atto aziendale)) passed by the general manager of each ASL or AO. ASL are obliged to, inter alia, prepare annual and multi-year forecast financial statements as well as an annual budget; maintain accounting records to enable a comparative analysis of their expenses, income and results of operations; and allocate their own resources and determine means to cover their deficit. In particular, the annual budget sets out the ASL actual results. Each ASL approves its financial statements within four months following the financial year-end. The annual and multi-year forecast financial statements as well as annual historical financial statements of the ASL are subject to control by the competent Region. Pursuant to Regional Law No. 32 of 3 November, 1994, as subsequently amended (“Regional Law No. 32”), the Region of Campania (the “Region”) has implemented the re-organization of its health care service, including the establishment of the Health Authorities, in compliance with the provisions of Lgs. D. No. 502. Article 4 of the Regional Law No. 32 provided for the division of the regional health care authorities between ASLs and AOs. Article 5 of Regional Law No. 32 established, within the Region’s territory, the following ASLs: Azienda Unità Sanitaria Locale Avellino 1, Azienda Unità Sanitaria Locale Avellino 2, Azienda Unità Sanitaria Locale Benevento, Azienda Unità Sanitaria Locale Caserta 1, Azienda Unità Sanitaria Locale Caserta 2, Azienda Unità Sanitaria Locale Napoli 1, Azienda Unità Sanitaria Locale Napoli 2, Azienda Unità Sanitaria Locale Napoli 3, Azienda Unità Sanitaria Locale Napoli 4, Azienda Unità Sanitaria Locale Napoli 5, Azienda Unità Sanitaria Locale Salerno 1, Azienda Unità Sanitaria Locale Salerno 2, Azienda Unità Sanitaria Locale Salerno 3. Article 14 of the Regional Law No. 32 identified the following AO in the Region of Campania: Azienda Ospedaliera A. Cardarelli, Azienda Ospedaliera D. Cotugno, Azienda Ospedaliera Monaldi Napoli, Azienda Ospedaliera di rilievo nazionale G. Rummo, Azienda Ospedaliera San Giovanni di Dio e Ruggi D’Aragona, Azienda Ospedaliera San Giuseppe Moscati, Azienda Ospedaliera San Sebastiano di Caserta, Azienda Ospedaliera Santobono Pausilipon. Pursuant to Lgs. D. No. 502 and Regional Law No. 32, the corporate structure of the ASLs and AOs includes a general manager (direttore generale) and a board of auditors (collegio dei revisori). The general manager (direttore generale) is responsible for adopting the resolutions and for the management of the Health Authorities. In the performance of his duties the general manager is assisted by an administrative director (direttore amministrativo) and a health care director (direttore sanitario) both appointed by him, who are directly responsible for the functions they have been delegated and have decision-making responsabilities together with the general manager (direttore generale). The general manager (direttore generale) is also in charge of decisions relating to the entering into of loans and borrowings within the limits set forth in the applicable regional and State legislation. Regional Law No. 32 provides that the board of auditors (collegio dei revisori) of each ASL/AO is composed of three members; one appointed by the Regional Board (Giunta Regionale), one by the Ministry of the Economy and Finance and the third by the Major or by the conference of Majors. The board of auditors (collegio dei revisori) supervises the conformity of the relevant ASL/AO accounts with applicable standards and it is entitled to make comments on the resolutions of the general manager (direttore generale) as well as conduct on-site examinations of any ASL/AO corporate documents. Pursuant to article 26 of the Regional Law No. 32, any movable and immovable assets formerly belonging to municipalities and directed to the unità sanitarie locali prior to their transformation into ASL, were transferred to the ASL. Presidential Decree No. 19825/2005 provided for the appointment of an extraordinary commission to carry out the temporary management of ASL Napoli 4, until the appointment of a new general manager by the Region. The extraordinary commission has the same powers as those reserved for general managers of

ASL/AO in Regional Law No. 32 and Lgs. D. No. 502. Pursuant to Regional Law No. 32, the health care system of the Region also includes, in addition to the ASLs and AOs, the university related AOs and the scientific recovery and health care institutions (Istituti di Ricovero e Cura a Carattere Scientifico – IRCCS) that are active in the Region. The Azienda Ospedaliera Universitaria Federico II and the Azienda Ospedaliero Universitaria Seconda Università di Napoli are university related AOs that are active in the Region. The university related AOs, governed by Legislative Decree No. 517/1999, are autonomous entities with legal personality that combine health care and university education. The organisation of such AOs provides for (i) a general manager appointed by the Region and the rector of the relevant university, (ii) a board of statutory auditors (collegio sindacale), composed of five members appointed by the Region, the Minister of economy and finance, the Minister of health care, the Minister of education and the relevant university respectively, (iii) an advisory board (organo di indirizzo), composed of not more than five members, one of which is appointed by the Region and the rector of the relevant university and is the president. The general manager and the board of statutory auditors perform the same activities as those attributed in Lgs. D. No. 502 to the general managers and the boards of statutory auditors of ASL and AO. The advisory board promotes the combination and coherence between health care and university education at the relevant university related AO. The scientific recovery and health care institutes (Istituti di Ricovero e Cura a Carattere Scientifico – IRCCS) are subject to Legislative Decree No. 288/2003 and the accordo stato-regioni of 1 July 2004. They are autonomous entities of national importance and have public legal status. The Istituto di Ricovero e Cura a Carattere Scientifico Fondazione G. Pascale is a IRCCS active in the Region. The strategic responsibilities of IRCCS are entrusted to an advisory and supervisory board composed of five members, of which three are appointed by the minister of health care and two are appointed by the president of the Region. This body determines the strategy for the institutes’ activities and renders binding advice on acts of the general manager in respect of any sale of assets, amendments to internal regulations, the adoption of (interim) accounts and the incorporation or participation in private entities. The management of an IRCCS and the representative powers are entrusted to a general manager, who is appointed by the president of the Region. The general manager is assisted by an administrative director and a health care director, both appointed by him. The general manager, the administrative director and the health care director of an IRCCS have the same responsibilities as the corresponding functions within ASL and AO pursuant to Legislative Decree 502/1992. The research activities of an IRCCS are entrusted to a science director appointed by the health care minister. The board of statutory auditors of an IRCCS is composed of five members, of which two are appointed by the Region, one by the Minister of economy and finance and one by the health care minister. The board of statutory auditors supervises and verifies the management of the institute from a legal and accounting perspective. The Legislative Framework and the main Resolutions of the Region Regional Law No. 24/2005 Article 2 of Regional Law No. 24 of 29 December 2005 (“Regional Law No. 24/2005”) has amended Law 28 of 24 December 2003 in order to establish the item (unità previsionale di base) 4.15.245 named “Ripiano dei debiti del servizio sanitario gestito dale aziende sanitarie locali e dale aziende ospedaliere regionali” for an amount of Euro 170 million per year in relation to year 2006 and year 2007 and has provided that such amount shall be funded by an increase of IRPEF and IRAP. Article 2 of Regional Law No. 24 of 29 December 2005 also states that the Transferor shall establish a plan for the payment of the outstanding indebtedness of the Health Authorities of the Region as of 31 December 2005 and provides that any transaction to be structured by the Transferor for such purpose (that may include securitisation transactions) shall have a duration not exceeding 30 years. Resolution 1338 On 3 August 2006, pursuant to resolution (deliberazione) No. 1338 (“Resolution 1338”), the Regional Board (Giunta Regionale) approved a plan for the payment of the receivables owed by the Health Authorities vis-à-vis their creditors deriving from invoices issued up to 31 December 2005 for the supply of medical equipment and services. In particular, Resolution 1338 approved: (i) the form of mandate agreements to be executed between the Health Authorities and the Transferor for the coordination of the procedures relating to the certification and

settlement of the receivables owed by the Health Authorities (the “Mandate Agreements”); (ii) the form of settlement agreements (the “Settlement Agreements”) among such suppliers (or their assignees) and the Health Authorities, providing for the payment of the receivables certified by the Health Authorities and the waiver by the suppliers, in full or in part, to their other claims (for interest, indemnities or expenses) in relation to the certified receivables; (iii) the purchase by the Transferor of the certified and settled receivables of the suppliers (or their assignees); (iv) the restructuring of the receivables purchased by the Transferor pursuant to the terms of deferral agreements to be entered with the Health Authorities (the “Deferral Agreements”), providing for the payment of such receivables in 58 six-month instalments (inclusive of deferral interest) up to a maximum aggregate amount per year of Euro 170 million; and (v) the acceptance of cumulative, irrevocable and autonomous delegations (the “Delegations”) by the Region in relation to the receivables owed by the Health Authorities. Resolution 2008 On 4 December 2006, pursuant to resolution (deliberazione) No. 2008 (“Resolution 2008”), the Regional Board (Giunta Regionale) (i) approved changes to the standard form of the Mandate Agreements, the Settlement Agreements and the Delegations (ii) provided that the Region will not, at least until 31 December 2007, sell any shares in the Transferor nor authorise any amendment to the Transferor’s corporate object nor agree to any amendment of the Convenzione entered into between the Region and the Transferor, (iii) authorised the giving of any representations and the undertaking of any obligations required for the perfection and rating of the Securitisation, and (iv) determined that the financial burden relating to the payment of the Delegations shall be charged on the item of the Regional balance sheet to be funded by the additional taxes provided by Regional Law No 24/2005) and that should funds under such item be insufficient to pay, the Region shall fund the payment with additional resources. Resolution 2008 also clarified that Resolution 1338 did not intend to exclude the health care indebtedness of Azienda Ospedaliera Universitaria Federico II, Azienda Ospedaliera Universitaria Seconda Università di Napoli and Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale from the general restructuring and deferral of the regional health care debt accrued as of 31 December 2005.: Resolution 2077 On 18 December 2006, pursuant to resolution (deliberazione) No. 2077 (“Resolution 2077”), the Regional Board (Giunta Regionale) of the Region supplemented Resolution No. 2008 with respect to the health care indebtedness of Azienda Ospedaliera Universitaria Federico II, Azienda Ospedaliera Universitaria Seconda Università di Napoli and Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale, providing that the aggregate amount of the Delegations issued by such entities be equal to Euro 47 million for Azienda Ospedaliera Universitaria Federico II, Euro 30 million for Azienda Ospedaliera Universitaria Seconda Università di Napoli and Euro 8,318,858.71 for Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale. Regional Law No. 1/2007 Article 31(17) of Regional Law No. 1 of 19 January 2007 (“Regional Law No. 1/2007”) has authorised the issuance of multi-annual expense provisions in favour of the Issuer in relation to the Delegations. Moreover, Article 34 (3) has amended Law 28 of 24 December 2003 in order to clarify that the amount of Euro 170 million shall be registered under item (unità previsionale di base) No. 4.15.38 of the Region’s balance sheet (formerly item 4.15.245, see The Legislative framework and the Resolutions of the Region - Regional Law No. 24/2005) for the entire duration of the transactions structured by the Transferor for the restructuring of the health care indebtedness of the Region as of 31 December 2005, and that such amount shall be funded by the increase of IRPEF and IRAP, as provided by Regional Law No. 24/2005. Resolution 458 On 20 March 2007, pursuant to resolution (deliberazione) No. 458 (“Resolution 458”), the Regional Board (Giunta Regionale) of the Region: (i) confirmed that the Transferor has been granted with all powers in order to negotiate the legal and economical terms of all transactions involving the creditors of the health care authorities of the Region, in accordance with Resolution 1338; (ii) and authorised the Transferor to supplement and modify the agreement forms provided for in the Resolutions, in accordance with the terms of the same Resolutions. Resolution 465

On 20 March 2007, pursuant to resolution (deliberazione) No. 465 (“Resolution 465” and together with Resolution 1338, Resolution 2008, Resolution 2077 and Resolution 458, the “Resolutions”), the Regional Board (Giunta Regionale) of the Region supplemented Resolution No. 1338, Resolution No. 2008 and Resolution No. 2077 with respect to the health care indebtedness of Azienda Ospedaliera Universitaria Federico II, Azienda Ospedaliera Universitaria Seconda Università di Napoli and Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale, (i)clarifying that all the health care indebtedness of such health care authorities accrued up to 31 December 2005 and not reimbursed, are included in the transactions for the restructuring and deferral of the regional health care debt, and (ii) authorising an increase of the aggregate amount of the Delegations issued by such entities from Euro 47 million to Euro 97,053,902.83 for Azienda Ospedaliera Universitaria Federico II, from Euro 30 million to Euro 54,201,238.20 for Azienda Ospedaliera Universitaria Seconda Università di Napoli and from Euro 8,318,858.71 to Euro 35,201,407.71 for Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale. The aggregate amount of the Delegations issued by Azienda Ospedaliera Universitaria Federico II, Azienda Ospedaliera Universitaria Seconda Università di Napoli and Istituto di ricovero e cura a carattere scientifico Fondazione G.Pascale in the context of the Soresa Transactions is below the above referred amounts. The Health Authorities The 21 ASLs and AOs, the two university related AOs and a IRCCS of the Region which entered into the Settlement Agreements with the Suppliers and their relevant factors and collectors are: A.O. Cardarelli, A.O. Cotugno, A.O. Fondazione Pascale, A.O. Monaldi, A.O. Policlinico - II Università, A.O. Universitaria Federico II, A.O. Rummo, A.O. San Giovanni di Dio e Ruggi d'Aragona, A.O. San Giuseppe Moscati, A.O. San Sebastiano, A.O. Santobono, A.S.L. Avellino 1, A.S.L. Avellino 2, A.S.L. Benevento, A.S.L. Caserta 1, A.S.L. Caserta 2, A.S.L. Napoli 1, A.S.L. Napoli 2, A.S.L. Napoli 3, A.S.L. Napoli 4, A.S.L. Napoli 5, A.S.L. Salerno 1, A.S.L. Salerno 2, A.S.L. Salerno 3 (collectively, the “Health Authorities”). Mandate Agreements Pursuant to Mandate Agreements executed among the Transferor and the Health Authorities in October and November 2006, the Health Authorities have granted a mandate to the Transferor to act in their name and interest for (i) the coordination of the certification process relating to the receivables as of 31 December 2005 of the Suppliers and their assignees, (ii) the carrying out of a due diligence on the documentation provided by the Suppliers and their assignees for the participation in the Securitisation and (iii) the execution of the Settlement Agreements. The Settlement Agreements Pursuant to the Resolutions, on 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007, the Suppliers (and the relevant factors and collectors) or their assignees on a pro soluto basis (on the one side) and the Health Authorities, represented by the Transferor (on the other side) entered into the Settlement Agreements in relation to their receivables, certified by the Health Authorities and deriving from invoices issued until 31 December 2005 for supply contracts of medical equipment and services provided to the Health Authorities (the “Receivables”). Pursuant to the Settlement Agreements, (i) each of the Health Authorities is obliged to pay to the Suppliers the principal amount for the Receivables (plus an indemnity, where applicable); (ii) the Suppliers have agreed to withdraw and waive any judicial proceedings for the recovery of the sums due to the Suppliers from the Health Authorities in respect of such certified Receivables; and (iii) the Suppliers have agreed to waive interest and any other amounts accrued or due in respect of the certified Receivables which the Suppliers may have against the Health Authorities. The Soresa Transfer Agreements On 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007, the Suppliers have entered into transfer agreements with the Transferor (each a “Soresa Transfer Agreement”), whereby the Suppliers have transferred to the Transferor all their certified receivables (including any indemnity, where applicable) as resulting from the Settlement Agreements (the “Receivables”). The transfer price paid by the Transferor to the Suppliers or their assignees under the Soresa Transfer Agreements was equal to the amount to be paid by the relevant Health Authority pursuant to the applicable Settlement Agreement.

The overall amount of the Receivables purchased by the Transferor pursuant to the Soresa Transfer Agreements is equal to Euro 1,765,229,345.99. Such Receivables were transferred to the Issuer pursuant to the Transfer Agreements dated 2 (as amended on 14 March 2007), 20, 26, 29 and 31 March 2007. (See Transaction Documents- Transfer Agreements). The Deferral Agreements Pursuant to deferral agreements entered into among the Transferor and the Health Authorities on 7/9 December 2006, as amended on 6 February 2007 (the “Deferral Agreements”), the Health Authorities have agreed to the rules for the restructuring of the Receivables purchased by the Transferor from time to time and the amount of, and timing for, payments, including interest, to the Transferor (and/or its assignees, including the Issuer) as the owner of the Receivables, based on the payment of a semi-annual amount over a period of 29 years. Moreover, the Health Authorities have undertaken (i) to expressly accept the transfer of receivables from the Suppliers in favour of the Transferor (and/or its assignees) pursuant to article 70 of Italian Royal Decree 2440/1923; and (ii) to execute the Delegations in relation to the Receivables. The Delegations On 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007), the Health Authorities, the Region and the Issuer entered into the Delegations, pursuant to which each of the Health Authorities has irrevocably delegated the Region to pay, and the Region has undertaken to pay to the Issuer, which has accepted, in 58 equal semi- annual instalments, the amounts due by the Health Authorities in relation to the Receivables pursuant to the Deferral Agreements, which may not be prepaid without prior written consent of the Issuer. Pursuant to Article 69 of the Decree 2440/1923, the Delegations have been executed by separate private deeds authenticated by a notary public. Pursuant to the Delegations, the Region has waived its right to raise any objections relating to (i) any relationship between itself and the Health Authorities (rapporto di provvista), and (ii) any relationship between the Health Authorities, the Suppliers (and/or their factors and collectors) and/or the Transferor and between the Health Authorities and the Issuer (rapporto di valuta). The Delegations provide for the payment by the Region to the Issuer of an overall amount of Euro 3,451,662,562 in 58 semi-annual instalments. The first instalment was paid by the Region on 30 April 2007 and was applied for a partial prepayment of the Bridge Loan (See “Bridge Loan Agreement” below). As a result, the amount owed by the Region to the Issuer under the Delegations as of the Issue Date is equal to Euro 3,418,173,054, payable in 57 equal semi-annual instalments of Euro 59,967,948 each. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). Expense Provisions By the decrees (decreti dirigenziali) of the Director of Section 02-Management of Revenues and Expenses of the Financial Statements of the General Area of Coordination 08-Financial statements (Dirigente del Settore 02- Gestione delle Entrate e della Spesa di Bilancio della AGC 08- Bilancio) No. 59 dated 14 March 2007, No. 61 dated 21 March 2007, No. 71 dated 26 March 2007, No. 73 dated 30 March 2007 and No. 76 dated 31 March 2007

(these latter two as supplemented by the decrees Nos. 126 e 127 dated 2 May 2007, which acknowledged the reduction of the amounts owed under the Delegations), the Region has adopted multi-annual expense provisions for the payment in favour of the Issuer of the amounts due under the Delegations in an aggregate amount equal to Euro 3,451,662,562 in 58 semi-annual instalments starting from 30 April 2007 up to and including 30 October 2035 (the ‘‘Expense Provisions”). On 30 April 2007 the Region paid the first instalment due under the Delegations and, as a result of such payment, the amount owed by the Region to the Issuer as of the Issue Date in equal to Euro 3,418,173,054, payable in 57 equal semi-annual instalments of Euro 59,967,948 each. Bridge Loan Agreement Pursuant to a bridge loan agreement (the “Bridge Loan Agreement”) entered into on 14 March 2007, as amended on 26 March 2007, 6 and 30 April 2007, 15 and 28 June 2007 and 11 July 2007, between the Issuer and the Bridge Loan Lenders, the Bridge Loan Lenders made available to the Issuer a limited recourse bridge loan for an aggregate principal amount of Euro 1,765,229,345.99 (the “Bridge Loan”). The Bridge Loan has been drawn in various drawdowns (each, a “Tranche”). Each Tranche has been used by the Issuer exclusively for the purpose of funding the payment of the Purchase Price for the Receivables to the Transferor pursuant to the Transfer Agreements. The Bridge Loan was partially repaid by the Issuer from the first semi-annual instalment of the Delegations, which was paid by the Region to the Issuer on 30 April 2007. The Bridge Loan was subject to mandatory prepayment for an aggregate amount of Euro 2,574,098.03 on 15 May 2007 out of the payment by the Region of the first instalment under the Delegations. In addition, the Bridge Loan will be partially repaid and certain other amounts due under the Bridge Loan Agreement will be paid by the Issuer from the amounts credited by the Swap Counterparties into the Payments Account on the Issue Date pursuant to the Pre-Hedging Swap Agreements. All the remaining amounts outstanding pursuant to the Bridge Loan Agreement shall be repaid in full on the Issue Date by using the proceeds of the issuance of the Notes. Under the Bridge Loan Agreement, the Bridge Loan Lenders accepted that their rights vis-à-vis the Issuer will be limited recourse to the collections and recoveries in respect of the portfolios of Receivables the purchase of which was funded through the Bridge Loan. At the time of the issue of the Notes, all liabilities of the Issuer pursuant to the Bridge Loan Agreement will have been discharged and any security interests granted in respect of the Bridge Loan Agreement will have been released.

THE REGION OF CAMPANIA This section is reported herein in its entirety as it appears in the MTN Prospectus and all information provided therein, unless otherwise specifically indicated therein, is as of such date. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has any responsibility for the truth, faithfulness, accuracy, completeness and updating thereof or otherwise. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has performed any due diligence exercise in connection with the Region of Campania. No representation, warranty or undertaking, express or implied, is made. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has undertaken or will undertake any update or review of the information and data contained in this section or to inform Noteholders of facts and events known to have occurred after 23 May 2006. Each prospective Noteholder acknowledges that any decision concerning the investment in the Notes shall be based on its own independent assessment and without reliance on the information relating to the Region of Campania included in this section. As far as the Issuer is aware and is able to ascertain from public information, the debt of the Region of Campania is admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Capitalised terms used in this section shall have the meaning ascribed to them in the MTN Prospectus. General The Region of Campania (Campania or the Region) is located in the south of Italy and borders the regions of Lazio and Molise to the north, Puglia and Basilicata to the east, Basilicata to the south and the Tyrrhenian Sea to the west. Campania occupies an area of approximately 13,595 square kilometers (approximately 8,448 square miles) and is divided into five provinces: Naples (the capital), Avellino, Benevento, Caserta and Salerno. The Region has a population of 5,788,986 as of December 31, 2004, representing approximately 9.9 per cent. of the Italian population. Campania’s population is concentrated in the province of Naples, which accounts for 53.4 per cent. of the population of the Region. In addition to being the most populous province in Campania, Naples is also its main administrative center. Following Naples, Salerno and Caserta are Campania’s most populous provinces, and they account for approximately 18.8 per cent. and 15.2 per cent., respectively, of the Region’s population. The following table sets out the provinces located in the Region and their respective populations as of December 31, 2004: Population of Campania

Provinces Population

(as of December 31, 2004) Naples...... 3,092,859 Salerno ...... 1,089,770 Caserta ...... 879,342 Avellino ...... 437,560 Benevento...... 289,455 Total ...... 5,788,986

Source: ISTAT As of December 31, 2003, residents of Campania under the age of 25 constituted approximately 31.81 per cent. of the population of Campania, while the equivalent figure for Italy was approximately 24.73 per cent. Approximately 14.78 per cent. of Campania’s population is over the age of 65, compared with 19.22 per cent. for Italy as a whole. Campania has a varied geographical landscape. Campania’s features include mountains and volcanoes, such as Mount Vesuvius, as well as hills and plains and the individual islands of Capri, Ischia and Procida. Campania is also known for its beaches, archaelogical sites, cultural and scenic sites and has a number of popular tourist destinations located in its cities, in the mountains and on its coastline. The principal administrative offices of Campania are located at Via Santa Lucia, 81, 80132 Naples, Italy.

Governmental Organization Introduction Italy has been a democratic rep ublic since June 2, 1946. Its government is organized territorially and administratively on national, regional and local levels. Legislative, executive and judicial powers are exercised at the national level by Italy’s Parliament, central government and judicial authorities, respectively (together, the Central Government). Legislative and executive powers are exercised in certain matters at the local level by Italy’s regions (regioni, of which there are 20), while provinces (province, of which there are 107) and municipalities (comuni, of which there are approximately 8,100) exercise executive and limited regulatory powers only. Additionally, the establishment of 14 metropolitan cities (città metropolitane) — Naples, Turin, Milan, Venice, Genoa, Bologna, Florence, Rome, Bari, Cagliari, Catania, Messina, Palermo and Trieste — has been authorized. The metropolitan cities exercise certain administrative, executive and limited regulatory powers over the respective cities and towns. Of Italy’s 20 regions, 15 operate under an ordinary degree of regional autonomy and are referred to as ordinary regions (regioni a statuto ordinario), while five regions (Sicily, Friuli Venezia Giulia, Sardinia, Trentino Alto Adige and Valle d’Aosta) are regulated by special statutes which provide these regions with greater administrative and financial autonomy and wider legislative powers, classifying them as special regions (regioni a statuto speciale). Campania is an ordinary region and was established in 1970. Relationship between the Central Government and the Regions The Italian Constitution was originally approved in 1947 and entered into effect in 1948. It sets forth the basic principles under which Italy is governed. The Italian Constitution, as amended in 2001 by Constitutional Law No. 3 of October 18, 2001 (the Constitutional Law ) reserves to the Central Government exclusive powers to act in certain areas, including foreign policy and international relations, immigration, defense, armed forces, security and economic and monetary policy. In addition, the Italian Constitution grants regions and the Central Government concurrent legislative powers with respect to certain matters, including international relations of regions (which encompass relations with the European Union), foreig n trade of the regions and certain aspects of education. The Italian Constitution also now grants the regions exclusive legislative powers on all those matters which are not expressly and specifically reserved, either exclusively or concurrently, to the Central Government. The Central Government may decide, upon the request of a region and after having consulted with provincial, metropolitan and municipal bodies, to grant to such region further autonomy in matters where both the regions and the Central Government have concurrent powers and in matters where the Central Government currently has exclusive powers. The Constitutional Law also provides the regions with a role in international affairs. The laws allow regions to participate in the decision-making process of the European Union, for matters within the powers of the regions and to implement international agreements within the framework established by the Central Government. In addition, it provides for greater participation by the regions in Central Government processes. The constitutional law envisages the enactment of regulations which will allow regions, provinces, metropolitan cities and municipalities to participate in parliamentary commissions in relation to matters within their competence. Regions must exercise their legislative powers in accordance with the basic principles established by the Central Government, the European Union and the international obligations of the government. In 1997, the Italian Parliament enacted a law, known as the Bassanini Law, which empowers the Central Government to implement through a series of legislative decrees aimed at devolving to the regions many of the administrative powers historically exercised by the Central Government. A number of these legislative decrees have already been enacted and administrative powers relating to certain areas have been transferred to the regions. These areas include, among others, agriculture, labor, transportation, trade and industry. The Region has subsequently delegated some of these new responsibilities to its provinces and municipalities. The Central Government is in the process of providing for the transfer of funds and personnel to the regions in order to support the new responsibilities. The regions received most of the funding in relation to their new responsibilities and are under no obligation to perform these functions until the funds, personnel and materials have been received. See “Financial Information of the Region — Financial Federalism” for a more detailed discussion of the extent of the Region’s fiscal autonomy. Constitutional Reform in Italy

The Constitutional Law grants all regions greater fiscal autonomy which provides regions with financial autonomy in connection with the expenditure of their resources and determination of their revenues. The regions are entitled to establish and collect their own taxes and other revenues in accordance with the general taxation and debt criteria of the Central Government, to receive the portion of Central Government taxes collected within their territory and to receive funding from the Central Government. The Constitutional Law provides for the establishment of an equalization fund which is not designated for a specific purpose by the Central Government for the redistribution of resources to financially-challenged areas that receive less revenues on a per inhabitant basis. The Constitutional Law provides that regions may incur new indebtedness only to finance investment expenses. In addition, the Constitutional Law abolished the supervisory powers of the Central Government’s State Commissioner with respect to regional legislation. Previously, regional legislation (including Campania’s provisional budget) had to be referred to the State Commissioner prior to enactment and was subject to challenge under certain circumstances. The Constitutional Law allows both the regions and the Central Government to directly challenge laws enacted by each other which are considered to exceed each of their respective powers. For further details please see “Financial Information of the Region — The Budgetary Procedure”. Campania’s by-laws have not yet been amended to implement the provisions of the Constitutional Law; however, they are expected to be approved by the end of 2006. Regional Administration Local Government General The Region, like all ordinary Italian regions, is managed by a Regional Council (Consiglio Regionale) and by a Regional Board (Giunta Regionale), chaired by a Regional President (Presidente della Giunta Regionale). The Region’s by-laws, approved in 1971, provide, among other things, for the internal organization of the Region, its legislative and regulatory functions as well as the relationship between the Region and local entities (such as provinces and municipalities). Under the Italian Constitution, as amended, the regions have the power to adopt by- laws to be approved by a regional law and no longer by a Central Government law. The Regional Council Regional Councils, which are modeled on the Italian Parliament but which have only one chamber, have legislative and regulatory functions and are composed of up to 80 Regional Councillors (Consiglieri Regionali), depending on the population of the region that they represent. The Regional Council of Campania is composed of 60 Regional Councillors, each of whom are elected by popular vote. The electoral system requires that 80 per cent. of the Regional Councillors must be elected from provincial lists in exact proportion to the votes received by the political parties to which the candidates belong. The remaining 20 per cent. of the Regional Councillors are elected by constituents on a majority basis. Elections are held every five years. The Regional Council has responsibility to establish and carry out the Region’s policy (together with the Regional President) and regulation. In particular, the Regional Council is responsible for approving regional by-laws and regional laws (to the extent permitted by its powers), the Region’s accounts and budgets including the Region’s investment programs. It is also responsible for determining the level of certain local taxes (within a range provided by the Central Government) as well as the maximum amount of new annual debt financing and/or debt refinancing, subject to limits imposed by the Central Government and regional laws. The following table shows the political party affiliations of the Regional Councillors elected in the year 2005. A center-left coalition headed by Antonio Bassolino has obtained the majority of votes. Regional Councillors Political Party Affiliations Centre-Left Coalition Parties Seats (as of March 31,

2006) Daisy (Margherita)...... 11 Democrats of the Left (Democratici di Sinistra)...... 10 Democrats Union for Europe (Unione Democratici per l’Europa)...... 6 Italian Democratic Socialists (Socialisti Democratici Italiani)...... 4 Communist Refoundation Party (Partito di Rifondazione Comunista) ...... 3 70

Greens (Verdi)...... 2 Italian Republican Party (Repubblicani e Democrazia Liberale) ...... 1 Italy of Values (Italia dei Valori) ...... 1 Italian Communists (Comunisti Italiani)...... 1111121 Total ...... 39

Centre-Right Coalition Parties Seats Go Italy (Forza Italia) ...... 7 National Alliance (Alleanza Nazionale)...... 7 Moderate Christian Democratic Union (Unione Democratica Cristiani)...... 4 New Italian Socialist Party (Nuovo Partit o Socialista Italiano) ...... 3 Total ...... 21

Source: Region of Campania The Regional President The Central Government introduced a constitutional reform in 1999 which provided for the election of the President of the Regional Board (the Regional Board) directly by popular vote. Prior to 1999, the Regional President was elected by the Regional Council. The first election of the Regional President by popular vote was held in Campania in the year 2000, together with the election of Regional Councillors. The Regio nal elections held in April 2005 gave a majority of votes to Antonio Bassolino, who is supported by a center–left coalition. The Regional President is responsible for, among other things, representing and acting on behalf of the Region, issuing regional laws and rules, overseeing administrative functions delegated from the Central Government, calling and chairing meetings of the Regional Board and supervising regional services administered by the Regional Board, appointing the members of the Regional Board, assigning duties to Regional Board members and calling regional referenda. The Regional Board The Regional Board is the executive body of the regional government and is responsible for administrative functions including drawing up budgets and financial reports, as well as for determining the pluri-annual budgets. The Regional Board of Campania currently consists of 13 members (the Regional President and 12 ministers (assessori)). Members of the Regional Board are appointed by the Regional President. They serve terms of five years and can be replaced by the Regional President. The Regional Board is also responsible for the Region’s administration within the limits set forth in the Italian Constitution, the Region’s by-laws and the Region’s regional laws. In particular, the Regional Board is responsible for preparing the Region’s accounts and budgets, enacting relevant resolutions of the Regional Council, preparing the Region’s plans and programs, approving its contracts and managing its assets. See “Financial Information of the Region” for a more detailed discussion on the Region’s budgets. Employees of the Region The Region had a staff of over 7,300 employees as at December 31, 2005. The following table shows the number of employees of the Region and the associated cost for the periods indicated: Employees Year ended December 31, 2001 2002 2003 2004 2005 Staff (number)...... 7,496 7,577 7,622 7,284 7,384 Cost (euro millions)...... 393 370 369 365 373 Source: Region of Campania In 2005, approximately 40.94 per cent. of Campania’s employees were represented by unions. The representatives of the regional government and the unions are responsible for negotiating national and local contracts both for non-executive and for executive administrators (applicable to both union and non-union members). The contracts generally have four-year terms and the economic aspects of the contracts are renegotiated every two years. The contracts generally expire prior to the negotiation of new contracts. Until the new contracts are in effect, the terms of the prior contracts are generally respected and, upon effectiveness of the

new contracts, retroactive payments are made. The current contract for non-executive administrators was negotiated in January 2004 and covers the period from 2002 to 2005 (and includes two-year economic terms which expired in December 2005). The current contract for executive administrators was negotiated in February 2006 and covers the period from 2002 to 2005 (and includes two-year economic terms which expired in December 2005). Campania has not experienced significant work stoppages by its employees in the past three years. The pensions of Campania’s regional ex-employees who have retired are paid by the Republic of Italy and not by the Region. Relationship between Campania and the European Union General Italy is a founding Member State of the European Economic Community, which now forms part of the European Union. Italy is one of the 25 current members of the European Union, which together have a total population of approximately 454 million people. The European Union Member States have agreed to delegate sovereignty for certain matters to independent institutions that represent the interests of the European Union as a whole, its Member States and their citizens. European Union Funding for Campania As a region of a Member State of the European Union, Campania is entitled to apply for financial support from the European Union. Financial support from the European Union is given on the basis that such funds are matched by funding from the relevant central government. Campania currently receives funds from the European Union under a Regional Operational Programme which is part of the European Union’s support program for the development of Italy’s Mezzogiorno regions. These programs provide for regional support in the following areas: · Natural resources: Measures concern improvements to water resources, soil and coastline protection, upgrading of natural areas, waste processing and energy management (especially renewable resources); · Cultural resources: Enhancement of the region’s cultural resources as a factor contributing to its economic and social development; · Human resources: Measures are closely linked to the Commission’s recommendations and the national action plan in the context of the European strategy for employment. Research and technological innovation measures are also planned; · Local development systems: Promoting local development systems (in particular industrial districts and export systems) and new companies, supporting demand for high-quality services and upgrading professional qualifications. Special emphasis is placed on boosting the competitiveness of tourism and developing its potential; · Cities: Enhancement of the role of cities in their territorial context as a means of improving competitiveness and the social potential of urban areas (particularly in the case of Naples); · Networks and service hubs: While concentrating on transport, measures also aim to accelerate introduction of the information society in education, public administration and the production base. Actions to internationalize the regional economy are also planned; and · Technical Assistance: Measures will be equally provided to assist with the management of, information on, implementation of, control and evaluation of all aspects of the program. For the period from 2000 to 2006, Campania is expected to receive total funding from the European Union and the Central Government of €7.7 billion, of which €4.3 billion will be in structural funds. For the period from 2007 to 2013, Campania is expected to receive total funding from the European Union and the Central Government of €10.6 billion, of which €5.6 billion will be in structural funds. Structural funds do not include funds in relation to agriculture, which are now covered under the European Union’s common agricultural policy described below. Funds committed by the European Union must be utilized, in each year, in connection with specific programs. Where funds are not applied in accordance with European Union specifications within the two years following the relevant year, the unpaid allocations will be forfeited and any prepaid funds must be returned to the European Union. Campania is represented by the Central Government in its relations with the European Union.

European Common Agricultural Policy In addition to the European Union funding described above, Campania benefits from the European Union’s common agricultural policy, or CAP, which co-ordinates policy within Europe in respect of agricultural production and provides aid to encourage the development of specific agricultural industries. The European Union resources under the CAP do not pass through Campania’s balance sheet, but are distributed to agricultural enterprises by the National Payment Body (AGEA) in accordance with European Union Policy. The aid distributed in Campania under the CAP during the period 2000 through 2005 amounted to approximately €484 million, including €143.6 million in 2005. In addition, FEAOG funds distributed by AGEA to agricultural enterprises during the period 2000 through 2005 amounted to €137.31 million, including €34.37 million in 2005. Relationship between Campania and the Other Regions The Region coordinates various activities, including the economic and commercial activities of Campania, with the other regions or with foreign countries. The regions cooperate mostly with respect to transportation, protection of the environment, agricultural activities, cultural promotion and tourism. Principal Activities Regions are empowered to address general economic and social issues within their respective territories and are responsible for coordinating local administration through the provinces and municipalities and providing resources to finance provincial and municipal investment programs. Each region’s primary role is to allocate regional funds and funds transferred from the Central Government to specific sectors and among the provinces and municipalities (see “Financial Information of the Region”). The following table illustrates regional expenditures by principal activity for 2004: Regional Expenditures by Principal Activity Year Ended December 31, 2004(1) (euro millions) Social and healthcare expenditures ...... 8,511 Infrastructure...... 2,175 Transportation ...... 1,137 Environment...... 396 Public Housing...... 141 Investment in local entities……………...... 140 Other ...... 361 General administration...... 837 FESR, FSE, FEAOG, SFOP (as defined below) ...... 687 Professional training...... 333 Economic development ...... 192 Other expenditures ...... 368 Total expenditures...... 13,103

(1) Actual Financial Report approved by the Regional Council. Source: Region of Campania Healthcare The primary sector in which the Region is involved is the area of healthcare. Campania co-ordinates, plans and oversees the administration of its public and private hospitals and the local departments of the national healthcare system (Aziende Unità Sanitarie Locali and Aziende Ospedaliere, ASL). The Region is responsible for setting guidelines for health services, including prices for medical procedures, and planning and implementing certain healthcare-related programs and initiatives, such as emergency transportation services, within the framework set forth by the Central Government. Healthcare represents the greatest portion of Campania’s current expenditures (approximately 76.9 per cent. in

2004). See “Financial Information of the Region — Revenues and Expenditures — Current Transfers”. Campania’s healthcare costs are funded primarily by a regional share on VAT (compartecipazione regionale all’IVA), a regional tax on production (known as Imposta Regionale sulle Attività Produttive, or IRAP), the surtax on the personal income tax, or IRE (formerly IRPEF), and transfers from the Central Government. In 2006, Campania’s share of its healthcare expenditure indicated in its budget is equal to approximately 78.75 per cent. of the Region’s tax revenues. See “Financial Information of the Region — Summary”. The Italian national healthcare system has undergone significant reforms. In the past, healthcare costs on a national basis were not closely controlled, in particular those costs which are determined by the Central Government such as contract renewals and pharmaceuticals costs. As a result most regions, including Campania, recorded healthcare deficits in their budgets in recent years. The reforms require healthcare pricing and reimbursement to follow prescribed prices for specific services. In addition, the Central Government’s method of allocating amounts to healthcare has been modified. The Central Government, after consulting with the regions, plans the regions’ healthcare budgets through the allotment of a portion of the inter-regional compensation fund for the ordinary regions and the National Healthcare Fund for the special regions, which is now calculated annually on a per capita basis and additional demographic criteria. Previously, budget planning by the Central Government was based on a region’s historic healthcare expenditures. In recent years, the Central Government has not always transferred funds allocated to healthcare on a timely basis or provided additional amounts required by regions. Each year, ASLs receive a budget based on a number of criteria including national indices, which include resident population, elderly index, numbers of births, hospitalizations index and indices specific to Campania. This budget is used by ASLs for purchasing healthcare services on behalf of Campania’s citizens from accredited providers. In addition, in implementing IRAP, the Central Government reduced the amount of its transfers based upon an estimate of amounts of IRAP to be collected and agreed with the regions that any shortfall betw een the prior year transfers and IRAP would be paid by the Central Government. In 2003, there were 60 public hospitals and approximately 18,000 doctors in Campania. Campania had 21,552 hospital beds, amounting to 3.7 per 1,000 inhabitants. This is below the Italian national average of 5.5 hospital beds per 1,000 inhabitants. The average number of doctors per 1,000 inhabitants was 3.0 and 3.0 for Campania and Italy, respectively, in 2003. Regional Transfers The Region oversees transfers of funds to municipalities and provinces in Campania, primarily intended to cover social expenses, transportation, education and public housing. Campania granted transfers to municipalities and provinces in 2005 which totaled approximately 2.46 per cent. of its total current transfers for the same year. In 2006, Campania plans to transfer approximately 6.1 per cent. of its total current transfers to the municipalities and provinces. For further details please see the section headed “Financial Information of the Region — Revenues and Expenditures — Current Transfers”. Transportation The Region allocates funds received from the Central Government to the municipalities and provinces for general transportation needs within their respective territories, including traffic control and road maintenance, as well as specific network improvement programs established by the Central Government. Transportation-related transfers from the Central Government to the regions are based on the size of the territory and the number of its inhabitants as well as certain other factors such as terrain (e.g. mountainous regions may receive more funds). Campania’s role in transportation has expanded as the Central Government transferred powers in this area to the regions. Transportation activity in Campania is divided into road transportation (including Campania tram lines) and rail transportation. Campania has, in turn, delegated certain powers with respect to road transportation to the provinces and to principal cities, including powers relating to the design, construction and maintenance of the road system. In 2003, Campania had approximately 10,137 kilometers of public roads, including regional and provincial roads and highways. Regional rail transportation is managed centrally by Campania and has not been delegated to provinces or cities. Transportation activities related to regional railway services in Campania are planned by the Region and managed primarily by Trenitalia S.p.A. In 2005, Campania had approximately 1,295 kilometers of dual railway track.

Campania has two airports, located in Naples and Salerno. The Capodichino airport in Naples handled approximately 64,964 flights (arrivals and departures) in 2003 and moved approximately 4.53 million passengers, 3,308 tons of mail and 2,723 tons of freight. In the area of transportation, Campania distributes funds to private and public companies for general transportation needs within its territories. Such transfers amounted to approximately 7.3 per cent. of Campania’s current expenditures in 2004. In 2003, Campania’s ports of Naples and Pozzuoli accounted for approximately 7.3 per cent. and 8.40 per cent., respectively, of the regional passenger traffic. According to ISTAT’s most recent data, during 2001, Campania had a flow of approximately 23.5 million passengers and approximately 17.3 million tons of cargo through its ports. Several other local ports provide connections with smaller islands in the Mediterranean Sea, as well as facilities for private boats. Other Activities Other activities of Campania include the co-ordination of vocational and other training programs throughout the Region. Campania spent approximately €175 million in 2004 on support of vocational and training programs. Campania also co-ordinates and administers public housing programs throughout the region. In 2004, the Region spent approximately €141 million on these programs. Owned Companies Campania currently controls a number of companies and consortia that conduct a variety of businesses, including transportation, scientific research and the preservation of the Region’s cultural heritage. The companies in which Campania holds a majority interest, and the other interests that the Region considers most significant, are listed in the table below. Percentage Controlled Company Sector Owned (%) A.IR. (Autoservizi Irpini) S.p.A...... Transportation 100 Circumvesuviana S.a r.l...... Transportation 100 E.F.I. S.p.A...... Industry 100 Ente Autonomo Volturno S.a r.l Transportation 100 Metrocampania Nordest S.r l...... Transportation 100 Film Commission Regione Campania Sc.a r.l. Culture 100 S.A.U.I.E. (Società Anonima Urbana Industria Edilizia) S.a Environmental Protection 100 r.l...... S.E.P.S.A. (Società Concessionaria Pubblici Servizi Transportation 100 Ferroviari e Automobilistici) S.p.A...... SO.RE.SA. S.p.A...... Healthcare 100 ASC Agenzia di Marketing Territoriale per lo Sviluppo Research 90 delle Attività Produttive sul Territorio della Regione Campania S.p.A...... TALETE S.c.a r.l...... Research 90 Città della Scienza S.c.p.a...... Research 76.61 A.R.C.S. (Agenzia Regionale Campana per la Sicurezza Transportation 52 Stradale) S.c.p.a...... Costa del Vesuvio ex-Torre e Stabbia Sviluppo (TESS) Industry 52.55 S.p.A...... State Property 51 REC.AM. (Recupero Ambientale) S.p.A...... Preservation

S.CA.BE.C. (Società Campana Beni Culturali) S.c.r.l...... Cultural Heritage 100 CCTA (Centro Campano Tecnologia e Ambiente) S.c.a r.l. Research 51.32 Mostra d’Oltremare S.p.A...... Industry 20.33 Bagnoli Futura S.p.A...... Research 7 Source: Region of Campania In addition to companies in which it has a controlling interest and the other significant interests listed above, Campania presently has minority interests in 38 companies. The most significant of these entities are Maurilia S.c.p.a. (which operates in cultural heritage preservation), S.M.A. (Sistemi per la Meteorologia e l’Ambiente), Campania S.p.A. (which operates in the agricultural sector) and Art Sannio Società per la Valorizzazione del Patrimonio della Provincia di Benevento S.c.p.a. (which also operates in cultural heritage preservation); Campania holds a 49 per cent. interest in each of these companies. Significant Assets Campania has both disposable and non-disposable assets. Its assets consist primarily of buildings, land, forests, mines, lakes, beaches, infrastructure network and miscellaneous other assets. As of December 31, 2004, the total assets owned by Campania had a book value of approximately €461 million of which €264 million were disposable, including €109 million of buildings, €44 million of fixed assets and €106 million of equity securities.

THE ECONOMY OF THE REGION OF CAMPANIA This section is reported herein in its entirety as it appears in the MTN Prospectus and all information provided therein, unless otherwise specifically indicated therein, is as of such date. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has any responsibility for the truth, faithfulness, accuracy, completeness and updating thereof or otherwise. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has performed any due diligence exercise in connection with the Region of Campania. No representation, warranty or undertaking, express or implied, is made. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has undertaken or will undertake any update or review of the information and data contained in this section or to inform Noteholders of facts and events known to have occurred after 23 May 2006. Each prospective Noteholder acknowledges that any decision concerning the investment in the Notes shall be based on its own independent assessment and without reliance on the information relating to the Region of Campania included in this section. As far as the Issuer is aware and is able to ascertain from public information, the debt of the Region of Campania is admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Capitalised terms used in this section shall have the meaning ascribed to them in the MTN Prospectus. Campania contributed €90.55 billion, or 6.7 per cent., to Italy’s real GDP, in 2004 (the latest year for which information is available from ISTAT), making it the 6th largest region in GDP in 2004. Campania’s annual average growth rate in GDP from 1980 until 2004 was 1.70 per cent. in real terms. In 2004, Campania’s real GDP growth rate was 0.48 per cent., as compared to 0.73 per cent. in 2003, and its GDP in constant 1995 prices, was €68,856 million in 2004 as compared to €68,524 million in 2003. Campania’s nominal GDP per capita in 2004 was approximately €15,642, as compared to approximately €23,115 for Italy as a whole. Inflation, as measured by the Consumer Price Index, or CPI, for Naples remained at 125.4 per cent. in 2004 and 128.0 per cent. in 2005, as compared to 1995 prices. This compares to the Italian average of 123.2 per cent. and 125.3 per cent. for the same periods. Campania maintains its statistical economic indicators based upon GDP and Gross Added Value, or GAV. GDP is the measure used for Italy as a whole. GAV is equivalent to GDP excluding value added tax, or VAT, and net import tax. Campania’s economy is based mainly on the services sector, which in 2004 accounted for €49,421 million, or 76.88 per cent. of real GAV and 72.27 per cent. of total employment, followed by the industrial sector with 20.11 per cent. of GAV and 21.89 per cent. of total employment and the primary sector with 3.01 per cent. of GAV and 5.84 per cent. of total employment. At the end of December 2004, Campania’s unemployment level was approximately 15.6 per cent., which was above the Italian national level of 8 per cent. as at that date. The following table shows GDP per capita in Campania and in Italy in current prices as a whole from 2001 to 2004 (the most recent data available from ISTAT): GDP Per Capita(1) Year Ended December 31, 2001 2002 2003 2004 (euro) Campania...... 14,174 14,779 15,256 15,642 Italy ...... 21,380 21,992 22,473 23,114

(1) At current prices. Source: ISTAT Campania’s nominal GDP grew 4.71 per cent. in 2002, 3.87 per cent. in 2003 and 3.04 per cent. in 2004. The following table provides a breakdown of Campania’s GDP in current prices for the periods indicated: GDP of Campania(1) Year Ended December 31,

2000 2001 2002 2003 2004 (euro millions, except percentages) GDP...... 76,223 80,804 84,610 87,883 90,552 Net Imports of Goods and Services(2) ...... 11,886 11,119 10,268 10,159 N/A Total Available Resources ...... 88,109 91,923 94,878 98,042 N/A Consumer Expenditure ...... 51,925 53,537 55,386 57,925 N/A Public Expenditure ...... 21,674 23,241 23,679 24,054 N/A Total Internal Consumption...... 73,599 76,778 79,065 81,979 N/A Gross Fixed Investment...... 14,237 15,242 15,844 15,979 N/A Inventory Adjustments...... 274 (97) (31) 85 N/A Total...... 88,110 91,923 94,878 98,043 N/A Nominal GDP Growth (%) ...... 5.18 6.01 4.71 3.87 3.04 Real GDP Growth (%)...... 3.03 2.71 1.76 0.73 0.48

(1) At current prices. (2) Net Imports consist of Campania’s balance of trade with other Italian regions, as well as its international balance of trade. Source: ISTAT The table below provides growth rates in GDP and gross investments for Campania and Italy as whole for the periods indicated: Real Growth Rates Expenditures on GDP Investment Italy Campania Italy Campania (%) 1991-1995 ...... 5.06 13.25 (6.85) (36.59) 1995-2000...... 9.97 11.24 23.56 14.96 1996-2001 ...... 10.70 14.77 21.47 20.77 1999-2003 ...... 5.51 8.48 8.32 9.83 Source: ISTAT European Union and Central Government Transfers for Regional Development The regions of the Mezzogiorno area, including Campania, are entitled to receive the highest percentage of the European funds distributed among Italian regions. Campania utilized European Union grants for the purposes set out in the POR Programme (Programma Operativo Regionale), a multi-fund development program for Campania covering European Union grants between 2000 and 2006, under which Campania is entitled to receive €7.7 billion. Campania has not yet received the balance of the grants it expected to receive under the 2000-2006 POR. A new multi-fund development program is being negotiated for Campania covering European Union grants between 2007 and 2013 and will be implemented beginning in January 2007. The National Planning Authority (Comitato Interministeriale per la Programmazione Economica or CIPE) has not yet determined the allocation of total resources for the 2007-2013 period, which in the aggregate will equal €18.8 billion for all Italian regions. On the basis of the current negotiations at the national level, Campania is expected to receive between €5.5 and €6.6 billion. This sum, together with Central Government co-financing of approximately €4 billion, will total approximately between €9.5 and €10.6 billion of European Union and Central Government funds available for the period. This sum will no longer include the resources allocated for rural development and fisheries (EAGGF and FIFG, which in the last programming period totaled €802 million). The amount of funds allocated by the 2007-2013 POR is significantly higher than that allocated by the previous program once the subtraction of rural development and fisheries funds is taken into account. Subsidies for local development in the 2000-2006 programming period, together with the level of Central

Government intervention support funds, are set out in a regional plan. This program was agreed to by both the Central Government and the European Union and will provide for infrastructure development within Campania, financial support to companies and financial support for environmental protection and scientific research. Campania is in compliance with the procedures set out by the European Union and intends to implement the program in its entirety by the December 31, 2008 deadline. The table below shows the budget for the period 2000-2006 for investments in Campania, divided according to public and private sources and by sector of the economy: Investments – Budget 2000 – 2006(1) Public Private Total Financing Financing (euro millions) Natural resources 1,998 0.6 1,999 Culture 656 0.9 657 Human resources 1,345 12 1,357 Local systems 2,103 51 2,155 Municipalities 436 0 436 Networks and service centers 1,072 5 1,076 Technical support 67 0 67 Total 7,677 69 7,747 (1) Includes amounts to be financed through European Union and Central Government grants relating to the years 2000 to 2006, plus amounts to be financed by Campania. Source: Region of Campania The table below shows the total resources credited and made available by the European Union and the Central Government and Region as set forth in the 2000-2006 POR: Resources European Central Union Government and Region Total (euro millions) European Fund for Regional Development (Fondo Europeo di Sviluppo 2,776 2,776 5,551 Regionale, FESR) European Social Fund (Fondo Sociale Europeo, FSE) 702 281 984 European Agricultural Guidance and Guarantee Fund (Fondo 764 303 1,067 Europeo Agricolo di Orientamento e di Garanzia, FEAOG)

Financial Instrument for Fisheries Guidance (Strumento Finanziario di 38 38 76 Orientamento alla Pesca, SFOP) Total 4,280 3,398 7,678 Source: Region of Campania The table below sets forth the total contractual undertakings and payments made by Campania as of December 31, 2005 in relation to the 2000-2006 POR, divided by fund and by sector: Programme Undertakings and Payments (2000 – 2006)(1) As of December 31, 2005 Undertakings Payments (euro millions)

FESR Natural Resources ...... 803 467 Cultural Resources...... 367 187 Human Resources ...... 231 157 Investments for Local Development...... 889 542 Cities ...... 164 97 Infrastructure...... 935 582 Technical Assistance ...... 36 19 Total FESR...... 3,425 2,051 FSE Natural Resources ...... 3 2 Cultural Resources...... 4 2 Human Resources ...... 609 – Investments for Local Development...... – 18 Cities ...... 23 22 Infrastructure...... 36 25 Total FSE ...... 675 423 FEAOG Natural Resources ...... 248 180 Investment for Local Development...... 477 345 Total FEAOG ...... 725 525 SFOP...... 73 52 Total SFOP...... 73 52 Grand Total ...... 111112 4,898 3,051

(1) Includes European Union transfers, Central Government transfers and regional funds (but does not include transfers contributed by private entities). Source: Region of Campania Funds received from FEAOG are dedicated to the agricultural sector, while funds received from FSE are dedicated to support professional education. The Region used €4,897 million of the resources allocated under the 2000-2006 POR as of December 31, 2005, or 63.20 per cent. of total funds available. This is one of the highest percentages of use amongst the Italian regions and Campania is entitled to receive additional funds. The table below shows the 2000-2006 financial plan for European Union and Central Government grants to Campania according to specific sectors. The grants relating to 2000-2006 are characterized as budgeted in the following table in accordance with the 2000-2006 POR: Budgeted Grants 2000-2006 2000 2001 2002 2003 2004 2005 2006 Total (euro millions) Natural Resources...... 250 257 263 341 285 299 305 2,000 Culture ...... 82 84 86 111 93 99 103 658 Human Resources...... 144 148 151 196 229 241 249 1,358 Local Systems...... 242 245 254 326 355 364 366 2,152 Municipalities...... 49 50 52 67 68 73 77 436 Networks and Service Centers ...... 134 137 141 180 152 163 169 1,076 Technical Support...... 5 5 5 9 13 14 15 66

Total...... 906 926 952 1,230 1,195 1,253 1,284 7,746 Source: Region of Campania Between 2000 and 2006, European Union and Central Government transfers are to be utilized by Campania according to an institutional program agreement between the Central Government and the Region and in compliance with European Union legislation. The targets of transfers for regional development include the areas of transportation, water supply and purification, energy, human resources and professional training, scientific and technological research, local development, urban areas, protection of land and coastlines, wildlife reserves, refuse management, cultural properties, tourism, agribusiness, communication networks, healthcare and equal rights projects for men and women. The Region entered into three framework program agreements with the Central Government relating to various economic sectors. Currently, the program agreements relating to the natural resources sector, the fishing sector and local development sector have been entered into between the Central Government and Campania. These framework program agreements are financed through regional strategic programs for 2000-2006. The agreements are managed by the Region and include funds made available by Campania itself and transfers from the European Union, the Central Government and the private sector. Economy of the Region by added value The following table illustrates the contribution of each sector to the GAV, in current prices, of Campania for the periods indicated: GAV and GDP in Current Prices Year Ended December 31, 2001 2002 2003 2004 % of Total

(euro millions) Services...... 56,308 59,102 61,770 63,743 76.88 Industrial...... 15,223 16,011 16,570 16,678 20.11 Primary...... 2,420 2,525 2,368 2,497 3.01 GAV including Imputed Banking Services(1) ...... 73,951 77,638 80,708 82,918 100.00 Imputed Banking Services...... 2,265 2,252 2,200 2,267 GAV exclud ing Imputed Banking Services 11171,686 11175,386 111178,508 80,651 Net Indirect Taxes...... 9,119 9,224 9,376 9,901 GDP in Current Market Prices ...... 11180,805 11184,610 111187,884 90,552

(1) Imputed Banking Services includes the interest charged on loans by banks and similar financial institutions less interest paid on deposits. Source: ISTAT The following table illustrates the contribution of each sector to the GAV, in constant 1995 prices, of Campania for the periods indicated: GAV and GDP in Constant 1995 Prices Year Ended December 31, 2001 2002 2003 2004 % of Total

(euro millions) Services...... 47,846 48,527 49,045 49,421 75.84 Industrial...... 13,273 13,769 13,908 16,621 20.90 Primary...... 2,154 2,187 1,889 2,125 3.26 GAV including Imputed Banking Services(1) ...... 63,273 64,483 64,842 68,165 100.00 Imputed Banking Services...... 2,693 2,709 2,637 2,646 111 111 1111 81

GAV excluding Imputed Banking Services 60,580 61,773 62,205 65,520 Net Indirect Taxes...... 1116,269 1116,252 11116,319 6,335 GDP in Constant 1995 Prices ...... 11166,876 11168,026 111168,524 71,856

(1) Imputed Banking Services includes the interest charged on loans by banks and similar financial institutions less interest paid on deposits. Source: ISTAT In 2003, the service, industry and primary sectors in Campania contributed 78.87 per cent., 22.34 per cent. and 3.04 per cent., respectively, to the real GAV of Campania. The contribution of Campania to the real GAV of Italy as a whole for each of these sectors in 2003 was 5.27 per cent., 1.49 per cent. and 0.20 per cent., respectively. Services Sector The contribution of the services sector to the GAV of Campania has increased in recent years due primarily to the growing strength of tourism. In 2004, the services sector employed 72.25 per cent. of Campania’s workforce. In 2004, the services sector accounted for 75.5 per cent. of Campania’s real GAV. The following table shows a breakdown, in constant 1995 prices, of services-sector contribution to the GAV of Campania for the periods indicated: Services Sector GAV Year Ended December 31, % of 2003 Campania 2001 2002 2003 GAV (euro millions) Commercial services (wholesale and retail)...... 8,514 8,491 8,507 13.68 Hotels and restaurants...... 1,861 1,863 1,923 3.09 Transportation, storage and communications...... 5,682 6,968 5,933 9.54 Total commerce and other related services ...... 16,057 17,322 16,363 26.30 Financial services ...... 3,092 2,747 2,786 4.48 Other professional services(1) ...... 12,798 13,505 13,784 22.16 Total financial and other services ...... 15,900 16,252 16,570 26.64 Public administration and defense; compulsory social insurance...... 4,328 4,290 4,419 7.10 Education...... 4,946 4,924 4,918 7.91 Health-care and other social services ...... 4,045 4,101 4,151 6.67 Other public services...... 2,161 2,214 2,227 3.58 Domestic services within households...... 420 423 397 0.64 Total other services ...... 15,900 15,952 16,112 25.90 Total GAV services ...... 47,847 49,526 49,045 78.84

(1) “Other professional services” consists of services provided in connection with a variety of sectors including information technology and real estate. Source: ISTAT Tourism Tourism is an important part of Campania’s economy. Business travelers and tourists visit Campania both from Italy and from outside Italy, in particular from Germany (2.4 million, or 26.0 per cent., in 2001) and the United Kingdom (1.84 million, or 19.9 per cent., in 2001). With 2 airports, at Naples and Salerno, plus a new airport under construction at Grazzanise, a coastline of approximately 512 kilometers not including its islands and a rich cultural heritage, Campania is a popular tourist destination. Among the areas which benefit most from

tourism are Naples, Pompei, the Amalfi coast and the islands. In 2004, the total number of tourists visiting Campania grew by 0.7 per cent. as compared to an overall 2.2 per cent. decline in number of tourists visiting Italy. There were approximately 4.6 million arrivals into Campania in 2004, accounting for 5.6 per cent. of all arrivals in Italy. In 2001, tourists arriving in Campania stayed an average of 4.6 days. Tourists to Campania in 2004 came from other parts of Italy (62 per cent.) and from around the world (38 per cent.). In 2001, there were 1,431 hotels in Campania, with a total of 89,596 beds as compared to approximately 33,421 hotels and 1,891,281 beds in Italy as a whole. In 2001, camping and other accommodation in Campania accounted for an additional 74,154 beds. The table below shows the number of Italian and foreign visitors to Campania for the periods indicated: Number of Tourists Year Ended December 31, 2000 2001 2002 2003 2004 (millions) Italian...... 13,095 13,159 13,175 13,172 13,108 Foreign...... 9,356 9,547 8,733 8,115 8,333 Total...... 22,451 22,706 21,908 21,287 21,441

Source: Region of Campania Transportation The Capodichino airport, located in Naples, is the largest of the two airports located in Campania and the busiest airport in terms of passenger volume in Southern Italy, with approximately 4.61 per cent. of all Italian passenger traffic during 2003. In 2004, approximately 4.6 million passengers traveled by plane and 8.1 million tons of freight and mail were carried on flights to or from Capodichino. The other airport in Campania that is currently operative, Pontecagnano, is located in Salerno, and a third airport is under construction in Grazzanise and is expected to be completed by 2012. The ports of Naples and Salerno are the most nationally significant ports in Campania for freight transportation. The ports of Naples and Salerno accounted for approximately 61.5 per cent. and 24.4 per cent., respectively, of Campania’s freight traffic. The road and rail networks of Campania have traditionally formed the foundation for the Region’s transportation network with Naples as the hub. In 1999, the main road network consisted of approximately 445 kilometers of highways, 2,660 kilometers of State roads and 6,937 kilometers of provincial roads in addition to 41,739 kilometers of municipal urban and rural road links. In 2002, there were approximately 3.91 million motor vehicles in circulation in Campania. In 2005, Campania’s railroad network covered approximately 992 kilometers of track, corresponding to 6.23 per cent. of the aggregate national railroad network. Campania has implemented a number of projects to improve and develop the Region’s infrastructure. For example, the high-speed train project between Rome and Naples, the construction and renovation of a number of tourist ports, and the construction of the international airport in Grazzanise. Financial Services Naples is the financial centre of Campania. In 2004, there were 32 different banks with a presence in Campania, with 1,548 branches. The majority of these branches are those of the largest Italian banks, followed by savings banks, then medium and small-sized banks. At December 31, 2004, total deposits in Campania amounted to approximately €40 billion, or approximately 5.8 per cent. of all national deposits. Commercial Services Commercial services is the largest sub -sector of the commerce-related services sectors. At the end of 2004, 444,324 enterprises were active in Campania. Over recent years, increased production and employment in Campania have contributed to the steady increase in the importance of the services sector. Due to its close association with the industrial sector, the company services sub-sector (e.g. consultancy, publicity, data processing, information technology and other technical services) has increased in importance as the production industries have become more highly organized.

Public Services Public services (services provided by the Region) represent an important contributor to the services sector in Campania. Campania has seven universities, six of which are public and one of which is a private university. In 2002, approximately 202,532 university students, or 11.42 per cent. of all Italian university students, were enrolled in universities located in Campania. Industrial Sector The industrial sector represented 20.90 per cent. of Campania’s real GAV in 2004, employing approximately 21.87 per cent. of its workforce. The energy, manufacturing and extraction sector represented 15.44 per cent. of the real GAV of Campania in 2004. The table below shows the contribution of each principal activity within the industrial sector to the real GAV of Campania for the periods indicated:

Industrial Sector GAV(1) Year Ended December 31, 2001 2002 2003 2004 (euro millions) Energy, Manufacturing and Extraction...... 9,945 10,249 10,443 10,064 Construction ...... 3,327 3,519 3,466 3,556 Total ...... 13,272 13,768 13,899 13,621

(1) Measured in constant 1995 prices. Source: ISTAT The manufacturing sector in the Region is well diversified. In particular, Campania has significant machinery and food and tobacco industries, which in 2000 represented 2.4 per cent. and 4.5 per cent., respectively, of Campania’s GAV (measured in constant 1995 prices). The Region, the Central Government and the European Union have each adopted policies designed to boost the role of industry in the Region. Primary Sector Campania occupies an area of approximately 13,595 square kilometers (approximately 8,448 square miles), or 4.51 per cent. of the total surface area of Italy. The land area used for agriculture in 2000 was approximately 588,201 hectares, or 43.28 per cent. of Campania’s total surface area. In 2004, agriculture, forestry and fishing contributed 3.26 per cent. of real GAV of the Region and represented 7.0 per cent. of total agriculture value for Italy as a whole. The primary sector employed approximately 5.82 per cent. of the workforce in 2004. Campania’s agricultural activities are largely based on the production of fresh fruits and vegetables and livestock farming. Livestock farming makes the largest contribution to the total production of the sector. Besides fruits, vegetables and livestock farming, the wine industry is also of significance in Campania. In the past, the regional government and the Central Government have provided subsidies to the primary sector in Campania. A large part of these subsidies is now the responsibility of the European Union, which has increased its influence in the use of land through its subsidy policies. The Central Government has transferred new powers with respect to the primary sector to Campania, including powers in connection with the regulation of quality levels of primary sector products. Employment In 2004, approximately 1.84 million people, comprising approximately 45 per cent. of the working age population (aged 15 to 64) of Campania, were employed (based on average figures for the year). During the same year, Campania’s unemployment rate was approximately 15.6 per cent. This compares with the average unemployment rate of 8 per cent. for Italy as a whole as of the same date. The following table provides information as to the level of employment in Campania for the periods indicated:

Employment in Campania(1) Year Ended December 31, 2001 2002 2003 2004

(thousands, except percentages) Population(2) ...... 4,657 4,668 4,669 4,709 Labor Force(3) ...... 2,055 2,085 2,073 2,088 Participation Rate (%)(4) ...... 44.13 44.67 44.40 44.34 Number Employed(5) ...... 1,593 1,644 1,657 1,761 Number Seeking Employment(6) ...... 462 441 419 326 Campania (%) ...... 22.48 21.15 20.21 15.61 Italy (%) ...... 9.53 9.02 8.7 8.0 ______(1) Represents an average of the results from quarterly labor force surveys performed by ISTAT on a sample of households. (2) Resident population used to calculate employment statistics. (3) Those employed and unemployed who are seeking employment. (4) Labor force as a percentage of working age population over the age of 15. (5) The number of persons who have declared themselves to be employed. (6) The number of persons who have declared themselves to be unemployed. Source: Region of Campania — Statistics Department — derived from ISTAT Of those employed in Campania in 2004, approximately 72.27 per cent. were employed in the services sector, 22.29 per cent. in the industrial sector and the remaining 5.84 per cent. in the agriculture sector. The following table provides a breakdown of employment by sector for both Campania and Italy as a whole for the periods indicated: Employment by Sector Year Ended December 31,

Campania Italy 2000 2001 1112002 2003 2004 1111112003 2004 (thousands) Services ...... 1,244 1,274 1,319 1,329 1,328 16,149 16,325 Industry ...... 378 391 406 410 403 7,055 7,092 Agriculture...... 115 118 115 112 107 1,080 1,079

Source: ISTAT Inflation The table below shows the consumer price index for Campania and Italy for the periods indicated: Consumer Price Index(1) As compared to 1995 (1995 = 100) Year Ended December 31, 2001 2002 2003 2004 2005

Campania (Naples) ...... 115.5 118.5 122.4 125.4 128.0 Italy ...... 115.1 117.9 120.8 123.2 125.3

(1) Reflects the change in price of a basket of goods typically purchased by families of blue and white collar workers, excluding tobacco products, as compared to 1995 prices. Source: ISTAT Exports and Imports In 2003 and 2004, Campania imported goods and services valued at approximately €7.9 billion and €8.2 billion, respectively, representing 3.01 per cent. and 2.86 per cent. of all Italian imports for those years. Campania exported goods valued at approximately €7.0 billion and €7.25 billion in 2003 and 2004, respectively, representing approximately 2.65 per cent. and 2.55 per cent. of Italian exports for both years. Exports as a percentage of GDP were 8.0 per cent. in 2004. Means of transportation, particularly trains and buses, are the single largest export (approximately €2 billion in 2004, or 27.6 per cent.), which together with the food, beverage and tobacco products (approximately €1.4 billion in 2004, or 19.3 per cent.), accounted for approximately 27.8 per cent. of companies’ total exports in 2004. International Trade Balance The following table shows Campania’s international balance of trade, without taking into account any imports or exports from other Italian regions, for the periods indicated: International Trade Balance Year Ended December 31, 2002 2003 2004 (euro millions) Imports ...... 7,754 7,906 8,165 Exports ...... 8,025 7,003 7,250 Balance...... 271 (903) (915)

Source: ISTAT In 2004, Campania’s total trade volume increased by 3.4 per cent. from the previous year to €15.415 billion, reflecting a 3.3 per cent. increase in exports and a 3.5 per cent. increase in imports. The Region had a foreign trade deficit in 2004, with approximately €7.250 billion in exports compared to €8.165 billion in total imports. Campania’s 2004 foreign trade deficit reached €915 billion, an increase of 1.44 per cent. on the previous year. Most of Campania’s exports (57.3 per cent.) are destined for European Union countries. In 2004, Campania imported 46.7 per cent. of its total imports from the 15 countries then forming the European Union. Environment Campania’s tourism-based economy, along with its population and geographical location in the Mediterranean basin, make it an environmentally vulnerable region. Consequently, a number of measures have been taken to preserve and improve the environment. The Region, in co -operation with universities and other research institutions, conducts research on natural resource special protection zones. To preserve Campania’s natural resources, the Region has established a series of natural parks and reserves. These parks, which currently cover approximately 1,439.9 square kilometers, or 10.59 per cent., of Campania’s territory, help the Region protect its biodiversity and reclaim environmentally degraded areas. The Region manages the parks in co-operation with local authorities and certain public entities. The Region also protects the environment by carefully planning the use of Campania’s geological resources and ensuring the restoration of extraction sites. Finally, Campania is implementing a strategic plan to promote sustainable development, which will co-ordinate the environmental activities of regional and local governments in the fields of climate change, biodiversity, environmental health and renewable resources. Protecting the environment requires, apart from prevention and management, the active participation of society. With this objective, Campania has promoted campaigns aimed at increasing awareness of the environment and

has incorporated the teaching of environmental issues into the school system at all levels.

FINANCIAL INFORMATION OF THE REGION OF CAMPANIA This section is reported herein in its entirety as it appears in the MTN Prospectus and all information provided therein, unless otherwise specifically indicated therein, is as of such date. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has any responsibility for the truth, faithfulness, accuracy, completeness and updating thereof or otherwise. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has performed any due diligence exercise in connection with the Region of Campania. No representation, warranty or undertaking, express or implied, is made. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has undertaken or will undertake any update or review of the information and data contained in this section or to inform Noteholders of facts and events known to have occurred after 23 May 2006. Each prospective Noteholder acknowledges that any decision concerning the investment in the Notes shall be based on its own independent assessment and without reliance on the information relating to the Region of Campania included in this section. As far as the Issuer is aware and is able to ascertain from public information, the debt of the Region of Campania is admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Capitalised terms used in this section shall have the meaning ascribed to them in the MTN Prospectus. Summary The general administration of the Region’s finances is the responsibility of the regional council (Consiglio Regionale, the Regional Council) and the regional board (Giunta Regionale, the Regional Board). Each of the regions has passed a regional accounting law setting out the process by which the relevant region draws up and approves its budget for each financial year. As a governmental entity, the Region does not prepare its financial reports in accordance with generally accepted accounting principles but in accordance with accounting standards established by Legislative Decree No. 76 of March 28, 2000 (Decree No. 76), and in Regional Law No. 7 of April 30, 2002, as amended (the Regional Budget Law), nor does it prepare interim financial reports. The Regional Budget Law has been enacted in compliance with Decree No. 76, which has also enabled regions to adopt a financial law (legge finanziaria regionale) similar to that prepared by the Central Government. The Region’s accounts are maintained on an accrual and cash basis and according to the calendar year. Legislative Decree No. 76 and the Regional Budget Law require the Region to produce four kinds of financial reports. These reports are the provisional budget (bilancio di previsione), the pluri-annual budget (bilancio pluriennale), the pre-closing budget (assestamento di bilancio) and the actual financial report (bilancio consuntivo or rendiconto generale). The following is a summary of the process as set out in the Region’s by-laws and in the Regional Budget Law. The Budgetary Procedure The Provisional Budget The provisional budget is the Region’s estimate of revenues and expenditures for the upcoming year. The Region’s provisional budget is drafted by the Regional Board which submits it to the Regional Council for approval prior to October 20 of the year preceding the relevant year. The Region’s provisional budget must then be approved by November 30 of the same year by the Regional Council. However, in the event that prior to December 31 the provisional budget has not been approved yet by the Regional Council, many regions, including Campania, may postpone completing their provisional budget by a maximum of a further four months by passing a temporary budget law (esercizio provvisorio) based on a projected budget approved by the Regional Board. The provisional budget is published in the Regional Law Bulletin and enacted into law. The provisional budget for the year 2006 was approved by the Regional Council on December 29, 2005 by Regional Law No. 25. The Pluri-annual Budget The pluri-annual budget (which includes a provisional budget for one year) is a forecast of the revenues and expenditures for the following three years and is approved together with the provisional budget. Unlike the provisional budget, the pluri-annual budget is not considered operative and expenditures set forth therein are not deemed authorized. The Pre-Closing Budget

The pre-closing budget represents an adjustment to the provisional budget. This adjustment results from the recording of actual revenues and expenditures during the year plus a final accounting adjustment from the financial report of the previous fiscal year (residui). The pre-closing budget should be approved by the Regional Council before September 30 of the same year. The Financial Report The financial report represents the management of the provisional budget as it is adjusted closing the fiscal year. The financial report contains detailed notes and statistics not provided in the pre-closing budget. The financial report of the Region for any given fiscal year is drafted by the Regional Board and submitted to the Regional Council, which should approve it by June 30 of the year following the one to which the financial report refers. The financial report for the year 2004 was approved by the Regional Council on February 26, 2006 by Regional Law No. 20 of March 20, 2006. The financial report for the year 2005 is in the process of being approved. The Financial Law The financial law (legge finanziaria) establishes financial legislation and policy for the upcoming year and ensures consistency between the Region’s programs and objectives and the amount of revenues available to the Region in respect of the relevant financial period under current legislation. The financial law for the year 2006 was approved with Regional Law No. 24 of December 29, 2005. Specifically, the law prescribes: · any variations in the rates of existing taxes and duties from which the Region derives revenues; · any refinancing of expenditures approved by previous regional legislation; · any changes in expenditures approved by previous regional legislation; and · the amount of expenditures required to be made pursuant to other regional legislation during each year covered by the pluri-annual budget. The financial law may authorize new or increased expenditures (but only to the extent that such expenditures are covered by new or increased revenues or offset by reductions in existing authorized expenditures). The financial law is presented by the Regional Board to the Regional Council together with the draft pluri-annual budget and the provisional budget. Once approved by the Regional Council, the financial law is published in the Regional Law Bulletin and enacted into law. Regional Treasurer (Tesoriere Regionale) Regions in Italy are required to make all payments and collect all revenues through one or more agent banks acting as their treasurer (each a Treasury Bank). The Treasury Banks for the Region of Campania are organized in a bank pool, including San Paolo IMI – Banco di Napoli and Banca Nazionale del Lavoro, with San Paolo IMI – Banco di Napoli acting as agent bank (the Regional Treasurer Bank). The Region holds an account at the Regional Treasurer Bank through which the Regional Treasurer Bank manages all outflows linked to the activity of the Region as well as most of the inflows, except for Central Government and European Union transfers which are each credited directly into separate deposit accounts respectively at the provincial branch of the Bank of Italy (Tesoreria Provinciale dello Stato) and at the Central Treasury at the Bank of Italy (Tesoreria Centrale). Italian regions are obliged to use the account at the Regional Treasurer Bank up to the funds available, and only subsequently are allowed to use the money deposited in the branch of the Provincial Treasury at the Bank of Italy. Cash held at the Central Treasury of the Bank of Italy must be allocated to European Union programs. Payment Mandate to the Regional Treasurer Bank Campania may issue an irrevocable payment mandate to the Regional Treasurer Bank to make debt payments on behalf of the Region. Pursuant to the irrevocable payment mandate, the Regional Treasurer Bank is required to segregate, from time to time, monies in an amount sufficient to meet Campania’s obligations to pay interest and principal when due. The payment arrangement does not constitute security in respect of the relevant debt, nor does it confer any preference upon the relevant lenders upon enforcement of the relevant debt. In connection with the issuance of the Notes, Campania will make the appropriate entries under the expenditure items of its provisional budget to allocate the amount of income necessary to meet its payment obligations under the Notes. Campania will issue, as a contractual obligation, an irrevocable payment

mandate in respect of the Notes to the Regional Treasurer Bank to pay all interest payments and repayments of principal when due. Revenues of the Region The mix of the Region’s current revenues has changed significantly since it was established. Until 1998, the Region’s current revenues consisted primarily of transfers from the Central Government. As of 1998, however, Central Government transfers decreased significantly pursuant to a series of Italian laws which provide for increased control in the collection and spending of certain taxes at a regional level. The enactment of these Italian laws has resulted in the transfer to regions and other local government entities of increased powers to assess and collect taxes within their boundaries and to share in certain Central Government tax revenues. The Central Government and the regions are currently considering methods to transfer additional tax assessment and collection responsibilities to the regions. Currently, the Central Government collects two major taxes on behalf of the Region, a regional tax on production (imposta regionale sulle attività produttive or IRAP) and an income tax on individuals in addition to the one imposed by the Central Government (imposta sul reddito delle persone fisiche or IRE (formerly IRPEF) surtax). Since 2001, the regions have been entitled to set their own rates of IRAP and IRPEF (now IRE) surtax, within certain limitations prescribed by the Central Government. In 2006, Campania changed its rates, so the Region’s current rates of IRAP and IRE (formerly IRPEF) surtax are between 4.55 per cent. and 4.75 per cent., and between 1.1 per cent. and 1.4 per cent., respectively. Other taxes, such as a gas tax (a tax levied on each liter of gas sold in each region’s territory), a waste disposal tax, a tax on natural gas consumption, a tax on university students and a vehicle ownership registration tax are assessed and collected directly by the individual regions. See “Financial Federalism” below for a more detailed discussion of the extent of the Region’s fiscal autonomy. Central Government Transfers Central Government transfers consist of restricted government amounts and available current revenues. Restricted government amounts consist of funds available only for designated purposes while available current revenues consist of unrestricted funds that the Region can use at its discretion, including for the payment of principal and interest on outstanding debt. Central Government transfers to cover current expenditures represented approximately €3,860 million or 41.27 per cent., €3,780 million or 40.96 per cent. and €3,410 million or 38.08 per cent. of the Region’s current revenues in 2002, 2003 and 2004, respectively. Central Government transfers to cover capital expenditures represented approximately €2,194 million or 99.64 per cent., €2,449 million or 99.76 per cent. and €1,633 million or 81.90 per cent. of the Region’s capital revenues in 2002, 2003 and 2004, respectively. There can be no assurance that transfers from the Central Government will continue in the manner of, or in the amounts allocated in, the past. The Italian Parliament is continuing to examine proposals on political and financial federalism. Taxes Since 1998, certain Central Government transfers began to be progressively replaced by proceeds of certain taxes collected at a regional level. These revenues consist largely of IRAP, IRE (formerly IRPEF) surtax and a portion of value added tax (VAT). In 2004, the amount of current revenues derived from regional taxes increased, as compared to 2003, and Central Government transfers decreased, as compared to 2003, in relative terms. This trend has continued and, as a result, in 2004, transfers from the Central Government represented only approximately 38.08 per cent. of current revenues compared to 41.27 per cent. in 2002. In the past, the Region was required to utilize 90 per cent. of IRAP and 100 per cent. of IRE (formerly IRPEF) surtax revenues towards healthcare, in order to compensate for the reduction in healthcare transfers from the Central Government. Since 2001, these restrictions on revenues from the IRAP and IRPEF (now IRE) surtax have been abolished. For 2001, the regions were entitled to a portion of VAT equal to 38.55 per cent. of overall VAT revenues. For 2002, the rate was at 37.39 per cent., while it is proposed as 38.69 per cent. for 2003, 40.31 per cent. for 2004 and 44.28 per cent. for 2005. Healthcare The primary sector of the Region’s activity is the area of healthcare. Healthcare transfers are the Region’s largest single expenditure item, amounting to €7.1 billion in 2004, or 76.9 per cent., of the Region’s total current expenditures. Since 2001 the healthcare system has been funded through a combination of IRAP, IRE

(formerly IRPEF) surtax revenues, VAT and a national equalization fund and other transfers from the Central Government. Campania, like other regions in Italy, until recently met healthcare expenditures through restricted government amounts. Each year, the Central Government transferred funds to the Region from the National Healthcare Fund. The National Healthcare Fund was abolished in 2001, leading to the creation of an annual national compensation fund into which all regions contribute a percentage of VAT revenues and then withdraw amounts based on regional characteristics (population, mortality rate, age, etc.). For the year 2005, for example, the Region is entitled to €7,962 million from the Central Government, or €1,375 per capita, the lowest funding among Italian regions since 2003 if compared to the national average of €1,477. The percentage of VAT allocated to the Region will vary in the future, subject to a mechanism designed to equalize revenues among the regions. The following table shows per capita healthcare funding for the years indicated:

Pro-capita healthcare funding by region Year Ended December 31, 2002 2003 2004 2005 (euro) Piemonte ...... 1,411 1,473 1,569 1,541 Valle d’Aosta...... 1,653 1,684 1,764 1,500 Lombardia...... 1,340 1,372 1,438 1,464 Provincia Autonoma di Bolzano ...... 1,689 1,876 1,987 1,409 Provincia Autonoma di Trento ...... 1,629 1,686 1,732 1,443 Veneto ...... 1,338 1,394 1,532 1,457 Friuli Venezia Giulia...... 1,434 1,474 1,641 1,540 Liguria...... 1,501 1,575 1,637 1,649 Emilia Romagna ...... 1,438 1,484 1,546 1,548 Toscana ...... 1,430 1,476 1,534 1,559 Umbria...... 1,406 1,449 1,489 1,555 Marche...... 1,366 1,394 1,459 1,524 Lazio ...... 1,345 1,410 1,548 1,476 Abruzzo...... 1,330 1,390 1,420 1,510 Molise ...... 1,353 1,412 1,461 1,536 Campania...... 1,300 1,328 1,352 1,375 Puglia...... 1,286 1,368 1,411 1,422 Basilicata...... 1,311 1,373 1,409 1,477 Calabria...... 1,299 1,367 1,402 1,445 Sicilia ...... 1,298 1,379 1,402 1,440 Sardegna ...... 1,287 1,344 1,381 1,433 Italy...... 1,357 1,411 1,480 1,477

Source: Ministry of the Economy, Region of Campania. Historically, healthcare revenues have been insufficient to cover healthcare costs, resulting in deficits at the regional level. Recently, the regions and the Central Government came to an agreement regarding additional funds to be transferred from the Central Government to the regions in order to assist the regions in covering past healthcare deficits, and the national budget for 2005 and 2006 allocated additional resources for this purpose. The Region estimates that it will receive approximately €8.4 million from the Central Government for 2006 towards current healthcare expenditure. Campania recorded a €838 million healthcare deficit in 2004, compared to a €391 million healthcare deficit in 2003, which was attributable primarily to expenses related to contract renewals and supply agreements. The following table shows the sources of healthcare funding for the years indicated: Sources of Healthcare Funding Year ended December 31,

2002(1) 2003(2) 2004(3) 2005(4) 2006(5) (euro millions) IRAP ...... 1,212 1,267 1,295 1,406 1,442 IRE (formerly IRPEF) Surtax...... 168 158 338 326 334 National Equalization Fund (6) ...... 5,251 5,444 5,519 6,067 6,432 Revenues of Healthcare Units...... 177 163 163 163 163 Total ...... 6,808 7,032 7,315 7,962 8,371

(1) Decisions of the National Planning Authority (CIPE) No. 1/2003 and No. 43/2003. (2) CIPE Decision No. 8/2003. (3) CIPE Decision No. 26/2004. (4) CIPE Decision No. 47/2005. (5) Central and Regional Governments Agreement, March 28, 2006. (6) Excludes adjustments made by the Central Government to cover actual healthcare costs to compensate for miscalculations of Campania’s share of the National Healthcare Fund in previous years. Source: Region of Campania Law No. 311 of December 30, 2004 (the Financial Law for the year 2005) and law No. 266 of December 23, 2005 (the Financial Law for the year 2006) contain, inter alia, provisions aimed at guaranteeing the economic and financial balance in regional management of national healthcare service. Said laws provide that if a deficit results from data relating to the fourth quarter of the year and no measures aimed at the settlement of such deficit have been taken by the relevant region or, as the case may be, the ones adopted have been insufficient, the Prime Minister notifies the relevant region inviting it to take all necessary actions. By letter of the Prime Minister dated April 29, 2006 Campania has been invited to adopt measures necessary to settle such deficit. The national legislation provides that in case such measures are not adopted the President of the Region, in his capacity of commissioner for specific actions, is entrusted with all those extraordinary powers necessary to achieve the target of settlement of the deficit, including but not limited to the increase of rates of regional taxes. Pursuant to provisions contained in Financial Law for the year 2005 and Financial Law for the year 2006, Campania with regional law No. 24 of December 29, 2005 (the regional financial law for 2006) and the resolutions of Regional Board No. 1843 of 2005 and No. 113 of 2006 has adopted strict measures aimed at reducing healthcare expenditures, by charging the different entities of the national healthcare service to achieve a substantial reduction of deficit. Consulting procedures between the Central Government and the Region are currently pending for the identification of the additional Central Government resources to be destined to the settlement of the outstanding debt and the achievement of the economic and financial balance. In any case fund s allocated by the Financial Law for the year 2006 to cover the past healthcare deficits have been already apportioned among the regions. Campania has been allocated €450 million. Financial Federalism Prior to 1998, transfers of funds by the Central Government historically represented an average of between 80 per cent. and 90 per cent. of the revenues of the regions and the regions played a minor role in the collection of taxes. However, in recent years, the Central Government has transferred greater financial autonomy to the regions and other local authorities. Following the enactment of a law and a legislative decree in 1999 and 2000, respectively, general criteria have been introduced aimed at changing the current system and providing, among other things, for: · the cancellation of Central Government transfers except for certain specific instances;

· the substitution of Central Government transfers and the authorization to regions to receive, subject to the enactment of relevant provisions of law, a percentage of duties collected at state level (such as a percentage on VAT) on an increase of the existing tax transfers (such as the percentage of IRE surtax and the percentage of gas tax currently received by the regions); and · the establishment of a national equalization fund to be financed through the regional participations in VAT. Article 119 of the Italian Constitution, as amended by the Constitutional Law, provides, among other things, that: · the regions have financial autonomy in connection with the expenditure of their resources and the determination of their revenues; · the regions are entitled to establish and collect their own taxes and other revenues in conjunction with the general criteria of the Italian Constitution and in compliance with the principles of co-ordination of the public debt and the domestic tax systems; and · the regions may incur or issue new debt only to finance capital investments. Such indebtedness cannot be guaranteed by the Central Government. The regions may also refinance existing indebtedness under current domestic legislation. Revenues of the Region are now, in large part, derived from regional taxes and certain other revenues. Taxes which are assessed and collected by the Region include a gas tax (a tax levied on each liter of gas sold in each region’s territory), a waste disposal tax, a tax on natural gas consumption, a tax on university students and a car registration tax. As a result of these changes, in 2004, transfers of funds by the Central Government (other than local taxes collected by the Central Government on behalf of the Region) represented only approximately 38.1 per cent. of the Region’s current revenues. The IRAP, the tax on production activities (IRAP) and the marginal portion of income tax (IRE (formerly IRPEF) surtax) taxes are collected by the Central Government on behalf of the Region. The Central Government has established a guarantee fund from which it transfers an amount to Italian regions equal to the shortfall between the expected amount of IRAP and the marginal increase of IRE collections, on the one hand, and the amounts actually collected, on the other hand. A proceeding before the European Court of Justice is currently pending concerning the alleged illegitimacy of IRAP vis à vis the provisions of the VI European Directive on VAT, which prohibits Member States from imposing taxes on volumes of business activity. It is likely that the European Court of Justice will resolve that the imposition of IRAP violates such directive and therefore the Central Government will be required to abolish or amend the current IRAP legislation. The Region believes that the Central Government will reapportion taxes to cover the revenues that the regions had previously received from IRAP if it is required to abolish or amend the current IRAP legislation.

Revenues and Expenditures The following table sets forth the current revenues and expenditures and the capital revenues and expenditures of Campania for the periods indicated. The balance before financing which represents the difference between revenues and expenditures, reduced by the amount that the Region borrows for its own account. The total budget balance, together with the changes of accruals receivable net of accruals payable, represents the change in the Region’s financial result. Revenues and Expenditures Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1) Budget(2) Budget(3) (euro millions) Current Revenues ...... 9,354 9,229 8,954 10,085 10,345 Previous Year’s Financial Surplus...... – – – 632 713 Tax Revenues...... 5,403 5,157 5,378 5,356 6,038 Non-Tax Revenues(4) ...... 3,951 4,072 3,576 4,107 3,594 Current Expenditures...... 8,700 9,902 9,230 9,783 9,849 Personnel...... 370 369 365 373 381 Goods and Services...... 395 378 371 359 227 Current Transfers...... 7,680 8,263 8,174 8,121 8,507 Debt Service by Central Government ...... 100 101 20 20 23 Interest Expense (Region) ...... 59 65 61 97 110 Accruals older than 2 years and other expenses 96 167 154 813 601 Expenditures mainly related to ex-ASL(6) – 559 85 – – Current Balance...... 654 (673) (276) 302 496 Capital Revenues(5) ...... 2,202 2,455 1,994 1,413 1,801 Capital Expenditures...... 1,886 2,041 3,744 2,404 2,908 Real Estate...... 256 304 687 316 257 Transfers ...... 1,377 1,386 2,842 2,022 2,545 Debt Service by Central Government ...... 10 10 49 52 55 Accruals older than 4 years and other expenses 243 242 151 14 51 Expenditures mainly related to ex-ASL(6) – 99 15 – – Capital Balance ...... 316 414 (1,750) 991 1,107 Balance Before Financing...... 970 (259) (2,026) (689) (611) Net Borrowing...... 784 50 495 689 611 Reimbursement Regional Borrowing (-) .. (66) (138) (129) (76) (135) New Regional Borrowing (+) ...... 850 188 624 765 746 Total Budget Balance...... 1,754 (209) (1,531) 0 –

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. (4) The majority of these revenues are transfers from the State. These transfers can be used only for the expenditures for which they are specifically transferred and are not available for debt service, except for equalization transfers. (5) Sales of assets, capital transfers from the Central Government and the EU.

(6) These expenditures are related mainly to the liquidation of the former ASLs. Prior to 2003, these expenditure were not included in the Region’s financial reports. In 2003, the Region recorded the expenditure that were required to be made between the years 1995 and 2003 in the 2003 Financial Report. From 2004 onwards, such expenditure are recorded on the Financial Report for the respective year. After 2006, the Region does not expect additional expenditures to be made. Source: Region of Campania Pursuant to the 2006 budget, Campania expects to incur a deficit before financing of €611 million. In 2004, total expenses exceeded total revenues. Campania’s total revenues (current and capital) for 2004 were approximately €10.9 million, of which 49.12 per cent. was comprised of tax revenues, 32.66 per cent. of non-tax current revenues, and 18.21 per cent. of capital revenues. Campania’s current expenditures accounted for €12.98 million or 71.14 per cent. of total expenditure in 2004, of which the largest category is related to healthcare services. In 2004, capital expenditure accounted for 28.86 per cent. of total expenditure. To date, most capital investment projects have been financed through grants of the Central Government and the European Union. Current Revenues In 2002, 2003 and 2004, Campania’s revenues from Central Government transfers constituted approximately 41.28 per cent., 40.96 per cent. and 38.08 per cent., respectively, of current revenues, and total taxes represented approximately 57.76 per cent., 55.88 per cent. and 60.06 per cent., respectively, of Campania’s current revenues. In addition to tax revenues and current transfers, Campania also receives revenues from non-tax income such as rental income, public services revenue and other revenues. See “Financial Federalism” above for a more detailed discussion on the region’s fiscal autonomy. Tax Revenues The Region is entitled to receive taxes levied on gas sold in its territory, vehicle registrations, waste disposal, natural gas consumption, university students and regional concessions, which are assessed and collected by the Region. Regions are entitled to levy IRAP on business activity, as well as the additional personal income tax, IRE (formerly IRPEF) surtax. The regional VAT participation, and a fee on the volume of gas purchased. IRAP is currently collected by the Central Government. The regions have full autonomy on how to apply revenues from IRAP and IRE (formerly IRPEF) surtax. In 2004, the Region’s tax revenues increased by €63 million, due to the increase in the vehicle registration tax and the introduction by the gas consumption tax introduced by the Regional Council, and approximately 60.06 per cent. of the Region’s current revenues were represented by local taxes. The overall result is a greater fiscal autonomy for the Region (an increase from 56 per cent. in 2003 to 60 per cent. in 2004) and a correspondent decline in transfers from the Central Government (see “Financial Federalism” above). In 2006, Campania changed its rates of IRAP and IRE surtax (see “Revenues of the Region” above).

Tax Revenues Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1) Budget(2) Budget(3) (euro millions) VAT ...... 2,643 2,479 2,616 2,425 2,854 IRAP ...... 1,797 1,818 1,855 1,855 2,071 Vehicle ownership registration tax 324 281 303 441 379 (tassa automobilistica) ...... IRE (formerly IRPEF) surtax ...... 305 284 338 343 439 Surtax on methane gas...... 16 21 21 22 23 University tax (tasse universitarie)...... 13 12 13 13 14 Taxes on solid waste ...... 5 1 1 1 1 Regional and state concessions...... 6 4 4 7 4 Tax on gas (accisa benzina) ...... 294 257 227 239 253 Total Tax Revenues ...... 5,403 5,157 5,378 5,346 6,038

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. Source: Region of Campania Transfers from the Central Government and European Union Central Government transfers in the past have been largely used to finance healthcare expenses in the Region. Central Government transfers have declined significantly in recent years, reflecting the introduction of IRAP and regional share of VAT and the general delegation of new responsibilities to the regions (see “Financial Federalism” above). The following table sets forth the categories of current transfers received from the Central Government and the European Union by Campania for the periods indicated: Current Transfers Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1 Actual(1 Budget(2) Budget(3) ) ) (euro millions) Equalization Fund(4) ...... 2,758 2,923 2,604 3,133 2,870 Transfers from European Union...... 93 0 0 1 Other Transfers from Central Government...... 1,010 857 806 668 377 Total Current Transfers ...... 3,861 3,780 3,410 3,802 3,247

cover debt service on healthcare deficit loans). Source: Region of Campania Current transfers from the Central Government and the European Union are restricted amounts and can be used by Campania only for expenditures for which they are specifically transferred (fondi vincolati) and are not available for the payment of principal and interest on outstanding debt. Other Current Revenues Other current revenues include reimbursements, rental income and other minor items. Reimbursements refer mainly to transport and regional water property. Current Expenditures Current expenditures include personnel, goods and services, current transfers, interest expenses and unallocated expenditures. The following table sets out the current expenditures of the Region attributable to its major activities for the periods indicated. Current Expenditures Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1) Budget(2) Budget(3 ) (euro millions) Personnel...... 370 369 365 373 381 Interest Expenses...... 59 65 61 97 110 Goods and Services...... 395 378 371 359 227 Current Transfers...... 7,680 8,263 8,174 8,121 8,507 Debt Service paid by transfers from the 100 101 20 20 23 Central Government ...... Other Expenses ...... 96 726 239 813 601 Total Current Expenditures...... 8,700 9,902 9,230 9,783 9,849

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. Source: Region of Campania Personnel Expenses Personnel expenses consist of salaries, social security expenses and expenses incurred in connection with retirement plans. In 2002, Campania began a process of reorganization of its personnel which resulted in the significant reduction of the number of managers. Goods and Services Goods and services include amounts spent on goods and services provided by independent contractors. The 6.1 per cent. decrease in goods and services expenditures from 2002 to 2004 was due to the Region’s cost- cutting initiatives. Interest Expenses Interest expenses represent interest paid on Campania’s indebtedness and swap contracts. See “Debt of the Region”. Debt Serviced by Central Government Central Government debt payments represent primarily the servicing of interest on loans which the Central Government is obligated to extend to Campania under specific legislation and which were issued to cover expenses relating to healthcare, transportation and catastrophic events. See “Debt of the Region”.

Other Expenses Other expenses are composed of the administrative expenses of Campania, recoveries and miscellaneous expenses. In 2003, the Region began to include expenses relating to payments to be made by the Region in connection with the liquidation of former ASLs in its balance sheets, leading to a significant increase in the figures reported as other expenses after that year. Other expenses decreased by €487 million during 2004 as compared to 2003, due primarily to the payments that were made to the ex-ASLs for the period from 1995 to 2003, which were recorded in the 2003 Financial Report. Current Transfers Current transfers are primarily grants to healthcare organizations, regional healthcare facilities and hospitals and ASL s (approximately 86.88 per cent. in 2004); municipalities and provinces (approximately 2.70 per cent. in 2004); and families and social institutions (approximately 0.81 per cent. in 2004). Current transfers are reported in the table below for the periods indicated: Current Transfers Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1) Budget(2) Budget(3) (euro millions) Public Entities ...... 73 36 36 37 48 Municipalities and Provinces...... 177 176 221 228 518 ASL (Hospitals and Healthcare Systems).. 6,602 7,162 7,102 7,117 7,466 Other Transfers to Public Entities...... 725 770 746 664 388 Enterprises, Consortia and Co-operatives. 25 9 3 1 27 Families and Social Institutions...... 78 110 66 74 60 Total Current Transfers ...... 7,680 8,263 8,174 8,121 8,507

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. Source: Region of Campania Hospital and ASL expenditures have been increasing sharply since 2003, primarily as a result of an increase in salaries for healthcare personnel under national collective bargaining agreements and increases in the prices of pharmaceutical products. Expenditures of the healthcare units in Campania totaled approximately €7,677 million, €7,873 million, and €8,790 million in each of 2002, 2003 and 2004, respectively. The increase in healthcare expenses, excluding additional funds received from the Central Government in recent years, has resulted in healthcare deficits of €529 million in 2002, €391 million in 2003 and €838 million in 2004. The following table sets forth the regional healthcare expenditures for the periods indicated: Healthcare Expenditures Year ended December 31, 2002(1) 2003(1) 2004(1) 2005(1) 2006(1) (euro millions) Personnel...... 2,504 2,579 2,778 3,012 3,100 Goods and Services...... 914 1,072 1,237 1,295 1,243 Private Assistance ...... 1,572 1,622 1,741 1,692 1,600

Pharmaceutical Expenses (farmaceutica 1,259 1,207 1,264 1,196 1,138 convenzionata) ...... General Medicine ...... 520 549 599 648 587 Public Entity Assistance ...... 292 235 259 305 323 Other Healthcare Services (altri costi produzione) ...... 386 395 491 497 432 Debt and Interest Expense (proventi e 51 22 215 184 103 Toneri)axes...... 181 195 211 200 202 Participation in Other Entities (voci economiche intramoenia)...... (2) (3) (5) (3) (3) Total Healthcare Expenditure ...... 7,677 7,873 8,790 9,026 8,725

(1) Budget of the ASLs. Source: Region of Campania The regional financial law for 2006 introduced strict measures to reduce healthcare expenditures for the years 2006-2008. The Region estimates that it will save approximately 18.5 per cent. in the 2006-2008 period on the amounts spent in 2004 on healthcare expenditures, mainly through reductions in public entity assistance, in pharmaceutical expenses and in personnel costs. In its 2006-2008 Program, the Region plans to reduce its healthcare personnel costs by reducing medical personnel turnover by at least 50 per cent. and other personnel turnover by at least 75 per cent. Pharmaceutical expenses will be decreased through the opening of public pharmacies in every district, a strengthening of the direct distribution network and by instituting caps on the budget of each doctor for certain types of assistance. The costs of public entity assistance will be reduced by instituting caps on expenditures, blocking the fee schedules applicable to healthcare services and limiting the number of services which are excluded from the caps on expenditures. Pro-capita healthcare expenditures in Campania grew by 9.4 per cent. in 2004; however, they remain below the national average. The table below sets forth Campania’s pro-capita healthcare expenditures in the period 2001 to 2004 as compared to that of other regions: Pro-capita healthcare funding by region

Year Ended December 31, 2001 2002 2003 2004 (euro) Piemonte ...... 1,332 1,373 1,446 1,577 Valle d’Aosta...... 1,480 1,576 1,627 1,721 Lombardia...... 1,295 1,394 1,384 1,449 Provincia Autonoma di Bolzano ...... 1,668 1,846 1,934 1,967 Provincia Autonoma di Trento ...... 1,508 1,568 1,651 1,667 Veneto ...... 1,331 1,377 1,416 1,510 Friuli Venezia Giulia...... 1,335 1,403 1,449 1,595 Liguria...... 1,444 1,506 1,569 1,701 Emilia Romagna ...... 1,376 1,461 1,507 1,608 Toscana ...... 1,357 1,416 1,449 1,590 Umbria...... 1,326 1,422 1,517 1,549 Marche...... 1,323 1,380 1,394 1,463 Lazio ...... 1,394 1,433 1,487 1,637 Abruzzo...... 1,316 1,427 1,541 1,514 Molise ...... 1,347 1,394 1,638 1,539 Campania...... 1,231 1,314 1,356 1,484 Puglia...... 1,188 1,243 1,271 1,346 Basilicata...... 1,163 1,215 1,289 1,356 Calabria...... 1,231 1,260 1,252 1,306 Sicilia ...... 1,230 1,288 1,332 1,450 99

Sardegna ...... 1,265 1,346 1,386 1,477 Italy...... 1,307 1,374 1,413 1,512

Source: Ministry of the Economy Capital Revenues Capital Revenues include contributions from the Central Government, the European Union and other public entities. Transfers from the Central Government include funds transferred on behalf of the European Union for various programs. Central Government borrowing includes the proceeds from loans allocated to specific investment programs, the debt service of which is subsidized by the Central Government. Asset sales consist of the sale of certain assets owned by Campania.

The following table sets out the capital revenues of the Region for the periods indicated. Capital Revenues Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1) Budget(2) Budget(3) (euro millions) Transfers from the State and sales of assets ...... 2,194 2,453 1,641 1,413 1,801 State borrowing...... 8 2 353 – –

Total Capital Revenues...... 2,202 2,455 1,994 1,413 1,801

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. Source: Region of Campania Capital revenues include transfers from the Central Government and from European Union funds that the Region receives under European Union programs for the development of less developed areas. European Union grants were utilized by Campania for the purposes set out in, and in compliance with, the 2000-2006 POR, which is expected to be implemented in its entirety by the December 31, 2008 deadline. The regional strategic program for 2000-2006 was negotiated between the Central Government and the European Union. A new strategic program for the years 2007-2013 is being negotiated and will replace the 2000-2006 POR. See “The Economy of the Region — European Union and Central Government Transfers”. Capital Expenditures Campania makes capital expend itures for the development and improvement of facilities for housing, transportation, the renovation of public property for general use and other civic purposes. The majority of capital expenditures are funded through Central Government and European Union contributions. The following table sets forth, for the periods indicated, the capital expenditures of Campania attributable to its major activities: Capital Expenditures Year ended December 31, 2002 2003 2004 2005 2006

Actual(1) Actual(1) Actual(1 Budget(2) Budget(3) )

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(euro millions) Real Estate...... 256 304 687 316 257 Transfers ...... 1,377 1,386 2,842 2,022 2,545 Central Government and Other National Entities ...... 185 130 – 3 21 Municipalities and Provinces ...... 163 332 628 503 385 Consortia of Local Entities...... 415 403 432 247 467 Regional, Provincial and City Bodies...... 39 24 27 21 140 Other Public Entities having the nature 4 1 4 1 20 of Enterprises...... ASL ...... 46 1 1,160(4) – 7 Other Public Entities and Consortia...... 10 29 57 226 69 Families...... 3 4 21 2 – Non-Profit Social Institutions ...... 13 10 33 15 13 Enterprises, Consortia and Co-operatives...... 499 452 480 1,004 1,423 Debt Service (Central Government) ...... 10 10 49 52 55 Accruals older than 4 years and Other Expenses ...... 243 242 151 14 51 Expenditures relating to ex-ASL (5) ...... – 99 15 – – Total Capital Expenditures...... 1,886 2,041 3,744 2,404 2,908

(1) Actual Financial Report each approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Budget for the year 2006, approved by the Regional Council. (4) Expenditures in relation to a ten-year healthcare program (programma di edilizia sanitaria) to construct hospitals, assisted-living facilities and modernize existing hospitals, which is funded for 95 per cent. by the Central Government and 5 per cent. by the Region. (5) These expenditures are related mainly to the liquidation of the former ASLs. Prior to 2003, these expenditures were not included in the Region’s financial reports. In 2003, the Region recorded the expenditures that were required to be made between the years 1995 and 2003 in the 2003 Financial Report. From 2004 onwards, such expenditures are recorded on the Financial Report for the respective year. After 2006, the Region does not expect additional expenditures to be made. Source: Region of Campania Accruals and Financial Results The financial result is a key statistic in the Italian public accounting and is strictly monitored by the Court of Accounts, the Italian national auditing agency, which has control over local government accounts. The financial result consists of free cash at year end plus accrual receivables net of accruals payable. Accruals are the difference between the balance due and the actual amount paid or received in the current year. They comprise accrued but uncollected revenues and accrued but unpaid expenditures. Accruals payable are carried forward for a maximum period of two years for current expenditures or four years for capital expenditures. After such period, they become “perenti” and are no longer accounted for in the regional budget, although creditors may still make a claim if they can demonstrate their right. Annual allocations for the payment of perenti are made in its accounts within a specific fund, which in 2005 and 2006 covered 18 per cent. of the aggregate amount to be cancelled. The Region carefully monitors the accruals payable. The following table sets forth Campania’s financial results for the periods indicated (provisional figures for 2005 and 2006 are not available): Financial Results Year Ended December 31,

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2002 2003 2004

Actual(1) Actual(1) Actual(1) (euro millions) Cash at Year End ...... 1,378 992 2,296 Accruals Receivable (+) ...... 11,081 11,924 12,648 Accruals Payable (-) ...... (4,821) (5,541) (8,533) Financial Result ...... 7,638 7,375 6,411

(1) Actual Financial Report approved by the Regional Council. Source: Region of Campania Campania’s aggregate cash is greater than its annual debt service payments. However, part of this cash is designated for the payments in relation to the liquidation of the former ASLs (carte contabili). The following table sets forth the cash on hand and credit available for the periods indicated: Cash on hand and Debt Service Year Ended December 31, 2002 2003 2004

Actual(1) Actual(1) Actual(1) (euro millions) Cash at Regional Treasurer (Regional and State Provincial level)...... 665 201 1,397 Cash at Central Treasury...... 124 128 126 Cash at Regional Council...... 48 5 15 Payments in relation to ex-ASLs(2) (carte contabili) ...... 541 659 758 Total Cash ...... 1,378 993 2,296 Debt Service...... 148 181 182

(1) Actual Financial Report approved by the Regional Council. (2) These expenditures are related mainly to the liquidation of the former ASLs. Prior to 2003, these expenditures were not included in the Region’s financial reports. In 2003, the Region recorded in its financial report the expenditures that were required to be made between the years 1995 and 2003 in the 2003 Financial Report. From 2004 onwards, such expenditures are recorded on the Financial Report for the respective year. After 2006, the Region does not expect additional expenditures to be made. Source: Region of Campania The credit held at the Central Treasury is designated for European Union Program.

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DEBT OF THE REGION OF CAMPANIA This section is reported herein in its entirety as it appears in the MTN Prospectus and all information provided therein, unless otherwise specifically indicated therein, is as of such date. Such information has not been independently verified by the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties and none of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has any responsibility for the truth, faithfulness, accuracy, completeness and updating thereof or otherwise. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has performed any due diligence exercise in connection with the Region of Campania. No representation, warranty or undertaking, express or implied, is made. None of the Issuer, the Joint Lead Managers, the Joint Arrangers, the Monolines or the other Transaction Parties has undertaken or will undertake any update or review of the information and data contained in this section or to inform Noteholders of facts and events known to have occurred after 23 May 2006. Each prospective Noteholder acknowledges that any decision concerning the investment in the Notes shall be based on its own independent assessment and without reliance on the information relating to the Region of Campania included in this section. As far as the Issuer is aware and is able to ascertain from public information, the debt of the Region of Campania is admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Capitalised terms used in this section shall have the meaning ascribed to them in the MTN Prospectus. The Republic of Italy does not guarantee the debt of the Region. The indebtedness of the Region as at April 30, 2006 totaled approximately €2.7 billion. The Regional Board must approve all issuance of indebtedness within a certain limit set in the regional provisional budget approved each year by the Regional Council. The Regional Council, pursuant to regional law No. 25 of December 29, 2005, has authorized new indebtedness for 2006 of €746 million. In addition, Campania benefits from Central Government-subsidized loans (including loans from the Cassa Depositi e Prestiti and other private banks as described below) which constitute obligations of the Region. While the Central Government is not formally a guarantor under these loans, the debt service for the loans is funded by legally authorized Central Government transfers, which include special one-time transfers. The total aggregate indebtedness under these Central Government-subsidized loans as of December 31, 2005 was equal to approximately €537 million, including €457 million for transport and €80 million for civil protection. Criteria for Issuing Debt Under Italian and regional laws, Campania can incur or issue new loans or bonds when the following criteria have been met: · the proceeds received are used for capital investments or for such other purposes allowed under the applicable legislation; · the borrowing is provided for in the provisional budget approved by the Regional Council; · for the issue of bonds, the Regional Council has approved the financial report with respect to the fiscal year ended two years prior to the issue date and no deficit results from such report; · the Region has achieved the objectives of the Internal Stability Pact (Patto di Stabilità Interno) for the year preceding the issue date; and · for the issue of bonds, the appropriate authorization from the Interministerial Committee for Credit and Savings (Comitato Interministeriale per il Credito e il Risparmio) has been obtained and the notification of the issue to the Ministry of Economy and Finance has been made. The terms of the Notes described in this Prospectus meet all these criteria. As an ordinary region, Campania is prohibited under current Italian law from issuing debt if the ratio of the aggregate annual payment of principal and interest on outstanding debt, excluding debt relating to healthcare, to total annual regional tax revenues exceeds 25 per cent. Campania is in compliance with this requirement: its debt service ratio at December 31, 2004 was equal to 2.1 per cent. State Borrowing Campania also benefits from Central Government-facilitated loans from financial institutions which constitute obligations of the Region. While the Central Government is not formally a guarantor under these loans, the debt

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service for the loans is funded by legally authorized Central Government transfers. These loans are not considered part of the Region’s indebtedness. The total aggregate indebtedness under these Central Government-subsidized loans as of December 31, 2005 was equal to approximately €537 million, including €457 million for transport and €80 million for civil protection.

Campania’s Outstanding Debt As at April 30, 2006, the Region’s indebtedness was composed entirely of bank loans. The majority of Campania’s debt is floating rate (98 per cent. as of April 30, 2006) and all of the debt as of the same date was denominated in euro. The following table sets forth a breakdown of Campania’s outstanding debt (which does not benefit from Central Government funding) as of April 30, 2006: Breakdown of Outstanding Debt Amount Amount Outstanding as of Date of Issue or Originally Borrowed April 30, 2006 Commencement of Amortization (euro millions) (euro millions) Maturity Date Rate January 1, 1997 159 25 December 31, 2021 Floating rate(1) June 30, 2002 207 187 December 31, 2021 Floating rate(2) June 30, 2002 207 188 December 31, 2021 Floating rate(2) June 30, 2001 93 53 December 31, 2010 Fixed rate (5.45% per annum) June 30, 2002 413 395 December 31, 2021 Floating rate(3) June 30, 2002 398 385 December 31, 2021 Floating rate(4) June 15, 2005(5) 100 98 June 25, 2025 Floating rate(6) June 30, 2003 850 840 June 30, 2023 Floating rate(7) June 30, 2006 450 450 June 30, 2026 Floating rate(8) June 30, 2005 33 31 December 31, 2019 Floating rate(9) * Euro amounts presented in this table for periods prior to January 1, 1999 have been translated into euro assuming the conversion rate of €1.00 = Lit. 1,936.27. (1) The floating rate is indexed to the average of the gross yield of the Italian treasury bonds and the monthly average of 3 Months’ Ribor (plus a spread of 0.75 per cent.), increased by a margin of 0.80 per cent. per annum. (2) The floating rate is indexed to 6 Months’ Euribor plus a margin of 0.43 per cent. per annum. (3) The floating rate is indexed to 6 Months’ Euribor plus a margin of 0.43 per cent. per annum. The Region entered into a structured amortizing swap transaction for the term of the loan. (4) The floating rate is indexed to 6 Months’ Euribor plus a margin of 0.43 per cent. per annum. The Region entered into an interest rate swap agreement for the term of the loan. (5) Drawdown of €100 million from a three-year, €300 million facility. (6) The floating rate is indexed to 3 Months’ Euribor plus a margin of 0.15 per cent. per annum. (7) The floating rate is indexed to 6 Months’ Euribor plus a margin of 0.44 per cent. per annum. The Region entered into 4 interest rate swap agreements for the term of the loan. (8) The floating rate is indexed to 6 months’ Euribor plus a margin of 0.349 per annum. (9) The floating rate is indexed to 6 Months’ Euribor plus a margin of 0.179 per cent. per annum. Source: Region of Campania The following table analyzes the financial burden (total interest and amortization requirements) for the direct outstanding debt obligations of the Region (without the benefit of Central Government funding) for each of the years indicated: Financial Burden of Outstanding Debt Year ended December 31,

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2001 2002 2003 2004 2005

Actual(1) Actual(1) Actual(1) Actual(1) Budget(3) (euro millions)

Interest Payments(3) ...... 57 59 65 61 62

Amortization(4) 102 99 116 112 136

Total Financial Burden...... 159 158 181 173 198 Financial Burden as a Percentage of 1.77 1.58 1.96 2.03 2.25 Current Revenues (%) ......

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Consists of direct payment obligations of Campania and not amounts paid by Campania which are reimbursed by the Central Government. (4) Amounts as per amortization schedule. Source: Region of Campania The following table sets forth the changes in the Region’s debt for the periods indicated: Changes in Outstanding Debt Year ended December 31, 2001 2002 2003 2004 2005

Actual(1) Actual(1) Actual(1) Actual(1) Budget(3) (euro millions)

Outstanding at Beginning of Year(3) ...... 1,082 1,435 2,245 2,194 2,176

New Borrowings in terms of cash(4) ...... 398 850 0 33 100

Debt Repayments(4) ...... (45) (40) (51) (51) (74) Outstanding at End of Year ...... 1,435 2,245 2,194 2,176 2,202

(1) Actual Financial Report approved by the Regional Council. (2) Budget for the year 2005, approved by the Regional Council. (3) Includes amounts repaid by Campania on behalf of the Central Government with transfers received from the Central Government designated for such purposes. (4) Consists of new borrowings actually drawn net of cash flows in respect of the Swaps of 2003 and 2004. Source: Region of Campania The following table sets forth, for the periods indicated, the maturity schedule of Campania’s current outstanding debt (without the benefit of Central Government funding) based on outstanding debt at April 30, 2006: Aggregate Annual Payments of Principal on Campania’s Debt

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Outstanding Year Principal Payments Debt at Year End

(euro millions) (euro millions) 2006 ...... 112 2,540 2007 ...... 108 2,432 2008 ...... 121 2,312 2009 ...... 134 2,178 2010 ...... 147 2,030 2011 ...... 147 1,883 2012 ...... 150 1,733 2013 ...... 153 1,581 2014 ...... 155 1,425 2015 ...... 158 1,267 2016 ...... 162 1,105 2017 ...... 165 940 2018 ...... 168 772 2019 ...... 172 600 2020 ...... 174 427 2021 ...... 177 249 2022 ...... 100 149 2023 ...... 62 81 2024 ...... 34 47 2025 ...... 32 15 2026 ...... 15 0

Source: Region of Campania Hedging of Activities Campania does not engage in any speculative derivatives activity but may enter into financial derivatives to hedge the risk of its financial transactions. Short-Term Debt Campania has an available line of credit from the Regional Treasurer, San Paolo – IMI Banco di Napoli, for its short-term lending needs, was utilized once in 2003. This credit line cannot exceed 16.7 per cent. of Campania’s tax revenues. Guarantees The Region has the ability to guarantee obligations on behalf of private applicants in Campania requiring loans for specified purposes. Generally, these guarantees are payable only after all other actions against the primary obligor are unsuccessful. When guaranteeing a loan, Campania takes into consideration the purpose and amount of the loan as provided by regional law. As at May 19, 2006, the guarantees extended to private sector companies amounted to €5 billion. All of the guaranteed debt is denominated in euro. Debt Record Campania has never failed to pay when due the full amount of principal of, and interest and premium on, and amortization or sinking fund requirements with respect to, its outstanding public debt. There can be no guarantee, however, that Campania will continue in the future to be as successful in meeting its debt obligations. See “Financial Information of the Region — Summary”.

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THE TRANSFEROR General Società Regionale per la Sanità S.p.A. (“Soresa”, the “Transferor” or the "Originator") is a joint-stock company incorporated under the laws of Italy, with registered office at Via Nuova Marina 19 C, Naples, Italy, enrolled at the Register of Enterprises of Naples under number 04786681215, tax code (codice fiscale) 04786681215. The authorised share capital of the Originator of EUR 500,000 is entirely issued and paid-up. The Region is the sole shareholder of the Originator and directs and controls the Originator. History Article 6, paragraph 1, of Regional Law No. 28 of 24 December 2003, as amended by Article 1, paragraph 2(d) of Regional Law No. 24 of 29 December 2005, provided for the incorporation of a joint-stock company for the restructuring of the indebtedness of the health care system of the Region. By Resolution No. 361 of 27 February 2004, the Regional Board (Giunta Regionale) approved the draft by-laws (statuto) of the joint-stock company to be incorporated and the subscription of its entire issued and paid-up share capital of Euro 500,000 by the Region. The Region incorporated the Originator on 28 April 2004. By Resolution No. 182 of 15 February 2005, the Regional Board (Giunta Regionale) charged the Originator with the drafting of a plan aimed at identifying the transactions to be implemented, and the entities to be involved, for the certification and consolidation of the Regional health care indebtedness, and the balanced management of the Region's health care system. In particular, the plan was to address cost-efficiency by means of a different system of public procurement of medical equipment and services. Article 2 of Regional Law No. 24 of 29 December 2005, expanded the Originator's responsibilities and provided, among other things, that the Originator ascertains the health care indebtedness of the Region on an annual basis and, with respect to the health care indebtedness outstanding as of 31 December 2005, presents to the Regional Board (Giunta Regionale), before 30 June 2006, a plan for the repayment of such indebtedness, including by means of a securitisation. The Originator presented the “Plan for the payment of indebtedness” (Piano per il pagamento dei creditori), which was subsequently amended on 1 August 2006. This plan was approved by the Regional Board (Giunta Regionale) by Resolution No. 1338 of 3 August 2006) (For further details see the section headed “The Receivables”). The Originator's by-laws were amended most recently on 4 September 2006. The Originator's corporate object is to develop and manage a comprehensive plan, to be executed cost efficiently, with the purpose of completing transactions of a capital, economic and financial nature aimed at implementing the consolidation and improvement of the indebtedness of the local health authorities and hospital institutions of the Region and for the balanced management of the debt of the Region health care system. The by-laws (statuto) of the Originator provide that the Originator may effect all operational, administrative, commercial and financial transactions necessary or instrumental to its corporate object, including, without limitation, transactions for the restructuring and deferral of the regional health care debt in respect of services rendered up to 31 December 2005, also by means of purchasing and assigning receivables in view of any securitisation, on the basis of specific mandates from the local health authorities and hospital institutions and subject to approval of the Regional Board (Giunta Regionale). The Regional Board (Giunta Regionale), by Resolution No. 904 of 30 June 2006, approved the form of a framework agreement (the “Convenzione”) to be entered into between the Region and the Originator, to fund the Originator in connection with its operations (including those relating to the restructuring and consolidation of the health care indebtedness of the Region as of 31 December 2005). The Regional Board (Giunta Regionale) resolved, among other things, (i) to grant the Originator an annual financing of Euro 1,000,000, exclusive of VAT, (ii) that, in principle, the Originator's annual costs may not exceed Euro 1,000,000 and any profits of the Originator must be added to the reserves, unless the general meeting of shareholders resolves otherwise, and (iii) to authorise the President of the Region to enter into the Convenzione with the Originator. The Convenzione was executed between the Region and the Originator on 28 July 2006. In connection with the restructuring and consolidation of the health care indebtedness of the Region as of 31 December 2005, the President of the Region executed a letter of undertaking dated 13 December 2006 (the “Region’s Letter of Undertaking to the Transferor”), pursuant to which the Region has undertaken to provide, and to procure that the Health Authorities will provide, the Originator with all the necessary support

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in the context of the foregoing activities and, until 30 September 2007 to refrain from exercising termination rights and/or claiming indemnities vis-à-vis the Originator under the Convenzione and to take any initiative aimed at preserving the Originator’s solvency in order ensure the completion of the activities carried out and/or to be carried out by the Originator under the Convenzione. Significant business activities The Originator has been established with the aim of elaborating and managing a complex plan for the consolidation of the outstanding indebtedness, and the reorganization and re-balancing of the current indebtedness, of the Regional health care system. In particular, with respect to this latest objective, Article 6 of Regional Law No. 28 of 24 December 2003, as amended by Article 1, paragraph 2(d) of Regional Law No. 24 of 29 December 2005, provides that the Originator “is entrusted with the functions of purchasing and supplying medical assets and medical equipments to the ASL and AO.” For this purpose, the Originator annually elaborates a plan for the control of the health care running expenses and defines centralized procedures, at a Regional level, for the purchase and supply of such assets and equipments. In light of the foregoing, the business activities of the Originator will therefore include activities aimed at re-balancing and stabilizing the health care expenses, also through the implementation of centralized procedures for the purchase of assets and medical equipments. Since its incorporation, the Originator’s main activity has been to define, with the assistance of external consultants, the “Plan for the payment of indebtedness” (Piano per il pagamento dei creditori), relating to the Regional health care indebtedness as of 31 December 2005. In addition, the Originator has provided the Assessorato alla Sanità of the Region, at its request, with advices in respect of various matters, including, among others, the terms of the settlement agreements to be entered into with the different categories of creditors. The Originator has assisted the Health Authorities in the finalisation of the Settlement Agreements with the Suppliers and, pursuant to the Mandate Agreements (for further details see the section headed “The Receivables”), it has entered into the Settlement Agreements in the name and on behalf of the Health Authorities. In addition the Originator has coordinated the certification process of the Receivables. Pursuant to the Soresa Transfer Agreements, the Originator has purchased from the Suppliers all the certified Receivables being the subject of the Settlement Agreements. Such Receivables were transferred to the Issuer on a pro soluto basis pursuant to the Transfer Agreements dated 2 (as amended on 14), 20, 26, 29 and 31 March 2007. For further details see the section headed “The Transaction Documents- Transfer Agreements”. Moreover, the Originator has purchased from the Suppliers other certified and settled receivables which have been transferred to Posillipo Finance S.r.l. on a pro soluto basis pursuant to transfer agreements dated 11 and 29 December 2006, 19 January 2007 and 29 March 2007 in the context of a securitisation transaction completed on 15 May 2007. Pursuant to Resolution No. 460 of 20 March 2007 of the Regional Board (Giunta Regionale), the Originator shall supervise and manage the procedures and transactions aimed at certifying (i) the health care indebtedness of the Region as of 31 December 2006 and (ii) the health care receivables of the health authorities of the Region. Pursuant to Resolution No. 460 of 20 March 2007 and Resolution No. 515 of 30 March 2007 of the Regional Board (Giunta Regionale), the Originator is preparing the operations relating to the centralisation of the procedures for the purchase of assets and equipments, also not related to health care, for the health authorities of the Region. In that context, the Originator has announced the public procurement procedures it intends to launch by the end of 2007. Pursuant to Resolution No. 886 of 22 May 2007 of the Regional Board (Giunta Regionale), the Originator will arrange the activities for the payments to be made to certain suppliers of the Health Authorities whose claims as of 31 December 2005 were not transferred to the Issuer (or to Posillipo Finance S.r.l.). Financial statements The Originator prepares annual financial statements for financial years ending 31 December of each year. According to its financial statements for the financial year ended on 31 December 2006, as approved by the Region on 7 May 2007, the Originator had total net assets of € 778,456 as at the year-end 2006.

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THE ISSUER Introduction Posillipo Finance II S.r.l., was incorporated on 24 March 2006 in the Republic of Italy pursuant to the Securitisation Law as a limited liability company (società a responsabilità limitata) and is registered with the companies’ registry of Rome under registration number no. 08939261007 and in the general register held by Ufficio Italiano Cambi pursuant to Article 106 of the Consolidated Banking Act with registration number 38004. The Issuer is also enrolled in the special register held by the Bank of Italy pursuant to Article 107 of the Consolidated Banking Act. The Issuer’s exclusive purpose is the implementation of one or more securitisation transactions in accordance with Article 3 of the Securitisation Law. Since the date of its incorporation, the Issuer has not engaged in any business, other than (i) the purchase of the Receivables and the activities related thereto; (ii) the execution of the Bridge Loan Agreement (and amendment agreements thereto); (iii) the execution of the Delegations with the Health Authorities and the Region; and (iv) the execution of certain interim agreements entered into on 14 March 2007 for the purposes of the Securitisation (including an interim intercreditor and cash management agreement, an interim servicing agreement, an interim corporate services agreement, a Foundation corporate services agreement, an interim Quotaholder agreement and an interim pledge over the Delegations), as well as subsequent interim pledges over the Delegations, all of which have been replaced and substituted by the Transaction Documents executed on or about the Issue Date and in respect of which any outstanding obligations have been discharged in full on the Issue Date. No dividends have been declared or paid by the Issuer and no expenses, other than the Issuer’s costs and expenses of incorporation, administrative expenses and financial costs have been incurred by the Issuer. The Issuer has no employees. The Issuer’s equity capital is represented by quotas. The authorised, issued and fully paid up equity capital of the Issuer is Euro 10,000.00, which is fully owned by Stichting Woestengolf, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands. Principal Activities The exclusive corporate purpose of the Issuer, as stated in Article 2 of its By-laws (statuto), is to acquire monetary claims for the purpose of securitisation transactions. The Issuer will covenant to observe those restrictions which are detailed in Condition 4 (Covenants). In particular, so long as any of the Notes remains outstanding, the Issuer will not, without the consent of the Representative of the Noteholders or except as contemplated in the Transaction Documents, incur any other indebtedness for borrowed money or engage in any business, pay any dividends, repay or otherwise return any equity capital, have any subsidiaries, employees or premises, consolidate or merge with any other person or convey or transfer its property or assets to any person or issue any additional quotas. Sole Director The Issuer has a sole director, Mr. Gordon Edwin Charles Burrows, domiciled for this purpose at the registered office of the Issuer, in Rome, Italy, at Via Eleonora Duse 53, 00197 Rome, Italy. Mr Burrows has been appointed as sole director of the Issuer on 24 March 2006 and will remain in office until resignation or revocation. Mr. Burrows is also a director of other limited liability companies (società a responsabilità limitata) incorporated pursuant to Article 3 of the Securitisation Law. Registered office The Issuer’s registered office is in Rome, Italy, at Via Eleonora Duse 53, 00197 Rome, Italy. The Issuer’s contact number is + 39 06 80915341; fax +39 06 8077221. Duration The duration of the Issuer is until 31 December 2050. Independent Auditor The independent auditor of the Issuer is PKF Italia S.p.A., with registered office at Viale Vittorio Veneto, 10, 20124 Milan, Italy, duly registered with the Italian Board of external auditors and member of ASSIREVI, the Italian association of auditing firms. The Issuer has no statutory auditors. Capitalisation and Indebtedness Statement The capitalisation of the Issuer as at the date of this Prospectus, adjusted for the issue of the Notes, is as

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follows: Equity Capital A quota capital of Euro 10,000 (fully paid up) Euro 10,000 Loan Capital Bridge Loan (to be reimbursed on the Issue Date) Euro 1.762.655.247,96 Class A1 Notes Euro 870,000,000 Class A2 Notes Euro 870,000,000 Total Loan Capital Euro 1,740,000,000 Total Capitalisation and indebtedness Euro 3,502,655,247.96 Total Capitalisation and indebtedness (after reimbursement of the Bridge Loan) Euro 1,740,000,000

Save for the foregoing, at the date of this Prospectus, the Issuer has no other 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 and Independent Auditor’s Report The Issuer’s accounting reference date is 31 December. The audited financial statements of the Issuer for the year ended December 2006 have been included in this Prospectus as Appendix 1. The following is an English language version of the text of the report received by the Quotaholder from PKF Italia S.p.A., external qualified accountant auditor to the Issuer, for the financial statements for the financial period ended 31 December 2006. The audited financial statements of the Issuer and the report received from PKF Italia S.p.A. have been translated into the English language solely for the convenience of international readers. The Issuer accepts responsibility for the correct translation of the information set out in such audited financial statements and in such report.

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AMBAC ASSURANCE UK LIMITED General Ambac Assurance UK Limited (“Ambac”) was incorporated with limited liability in England on 11 September 1996 pursuant to the Companies Act 1985 with registered number 3248674. Ambac became authorised to transact a credit, suretyship and financial loss insurance business in the United Kingdom on 8 February 1997, and remains exclusively involved in those lines of business. Ambac is also licensed to offer those insurance services into a number of other European Union countries on a freedom of services basis, and has a recently opened branch office in Milan, Italy. Ambac is authorised and regulated by the Financial Services Authority of the United Kingdom. Ambac's registered office is located at Level 7, 6 Broadgate, London EC2M 2QS, United Kingdom (telephone (44) (0)20 7786 4300). Ambac has no subsidiaries. Ambac’s legal and commercial name is Ambac Assurance UK Limited. Ambac is a direct wholly-owned subsidiary of Ambac Assurance Corporation, (“Ambac Assurance”), a monoline insurance company incorporated under the laws of the State of Wisconsin, U.S.A. Each of Ambac and Ambac Assurance is part of the Ambac Financial Group, Inc. group of companies (see “Ambac Assurance Corporation” below). Ambac is dependent on Ambac Assurance in that Ambac Assurance supports Ambac through certain contractual arrangements (as described in “Relationship Between Ambac Assurance UK Limited and Ambac Assurance Corporation” below). Ratings Ambac has obtained "AAA/Aaa/AAA" financial strength ratings from Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc., and Fitch, Inc. Information Copies of the annual regulatory return filed by Ambac with the Financial Services Authority of the United Kingdom and the annual financial statements filed with the Registrar of Companies in the United Kingdom are available upon request to Ambac at its registered office. Copies of the statutory quarterly and annual statements filed by Ambac Assurance in the United States are available at Ambac Financial Group Inc’s website at www.ambac.com or are available upon request to Ambac Assurance at its principal place of business, One State Street Plaza, New York, NY 10004, USA. Recent Developments Since 31 December 2006, the date as at which its latest audited accounts were prepared, Ambac has continued to conduct its insurance business in the United Kingdom and the other European Union countries into which it is licensed to offer insurance services, as well as initiating business operations through its newly opened branch office in Milan, Italy. There has been no significant change, nor material adverse change, in its financial or trading position or its prospects since 31 December 2006. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Ambac is aware) during the previous 12 months which may have, or have had in the recent past, significant effects on Ambac’s financial position or profitability. Directors of Ambac The following sets forth a list of the members of the board directors of Ambac by name and principal activity: Name Function Principal Activities Robert John Genader Executive Chairman of the Board, President and Chief Executive Officer, Ambac Assurance Corporation and Ambac Financial Group Inc. Douglas Renfield-Miller Executive Executive Vice President, Ambac Assurance Corporation, and Chairman and Chief Executive Officer, Ambac Assurance UK Limited (appointed Chairman and Chief

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Executive Officer 11 April 2005). John Wyatt Uhlein III Executive Executive Vice President, Ambac Assurance Corporation and Ambac Financial Group, Inc. Martin Roberts Non-Executive Independent Consultant, Director, Financial Management Assurance Consultants Ltd. David William Wallis Executive Senior Managing Director, Ambac Assurance Corporation David Ronald Larwood Executive (Part-time) Financial Controller Ambac Assurance UK Limited Director, Stonebridge International Insurance Co. Ltd. Ian Marcus Dixon Executive Managing Director, Ambac Assurance UK Limited

Jonathan Prestwich Scott Non-Executive Retired Project Financier The business address of Messrs. Genader, Uhlein and Wallis is One State Street Plaza, New York, NY 10004, U.S.A. The business address of Messrs. Renfield-Miller, Dixon, Roberts, Larwood and Scott is Level 7, 6 Broadgate, London EC2M 2QS, United Kingdom. As at the date of this Prospectus, the above-mentioned board members of Ambac do not have any potential conflicts of interest between any duties to Ambac, and their private interest or other duties. Insurance Regulation Ambac is authorised and regulated by the Financial Services Authority of the United Kingdom in the conduct of its insurance business in the United Kingdom. Under United Kingdom regulations, Ambac is subject to certain limits and requirements, including the maintenance of a minimum margin of solvency and the establishment of loss and unearned premium reserves. Other requirements of the Financial Services Authority of the United Kingdom include regulation of transactions with connected persons and investments made by Ambac. Financial Information The audited accounts of Ambac for the years ended 31 December 2005 and 31 December 2006 are annexed as Appendices 2 and 3 to this Prospectus. Capitalisation and Indebtedness The following table sets forth the audited capitalisation and indebtedness of Ambac prepared in accordance with the provisions of Section 225 of, and Schedule 9A to, the Companies Act 1985, and in accordance with applicable accounting standards and under the historical cost accounting rules, modified to include the revaluation of investments, and comply with the Statement of Recommended Practice issued by the Association of British Insurers as at 31 December 2006. As at 31 December 2006 (£) Short term debt (1) 0 Long term debt (1) 0 Total Issued and Paid up Share Capital (2) 31,000,000 Profit and Loss Account 16,088,000 Capital contributions 2,268,000

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Total Shareholders' Equity 49,356,000 Notes: (1) On 31 December 2006 Ambac did not have any reserves, loan capital outstanding or created but unissued, term loans or any other borrowings or indebtedness in the nature of a borrowing, including bank overdrafts and liabilities under acceptances or acceptance credits, mortgages, charges, finance lease commitments, hire purchase obligations or guarantees or contingent liabilities. (2) As at 31 December 2006 the issued and paid up share capital of Ambac comprised 31,000,000 ordinary shares of £1 each. This was increased to 36,000,000 ordinary shares of £1 each on 8 May 2007. The authorised share capital of Ambac is £60 million. There has been no material change in the authorised and issued share capital, capitalisation or indebtedness (including guarantees or contingent liabilities) of Ambac since 31 December 2006. Auditors Ambac's auditors are KPMG Audit Plc, 8 Salisbury Square, London EC4Y 8BB. KPMG is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales. Their reports on the audited accounts of Ambac for the years ended 31 December 2005 and 31 December 2006 annexed as a Appendices 2 and 3 to this Prospectus. Ambac’s auditors have not changed during the period covered by such audited accounts. Material Contracts Save as disclosed in this Prospectus (see “Relationship Between Ambac Assurance UK Limited and Ambac Assurance Corporation”), Ambac has not entered into contracts outside the ordinary course of business that could result in Ambac being under an obligation or entitlement that is material to Ambac’s ability to meet its obligations to the beneficiary of its financial guarantee.

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AMBAC ASSURANCE CORPORATION

General Ambac Assurance Corporation ("Ambac Assurance") is a leading financial guarantee insurance company that is primarily engaged in insuring municipal and structured finance obligations and is the successor of the oldest municipal bond insurance company, which wrote the first municipal bond insurance policy in 1971. Ambac Assurance was incorporated in the State of Wisconsin, U.S.A. with limited liability on 25 February 1970. Ambac Assurance maintains its principal executive offices at One State Street Plaza, New York, NY 10004, U.S.A. Ambac Assurance is a wholly-owned subsidiary of Ambac Financial Group, Inc., a holding company that provides financial guarantee insurance and financial services to both public and private clients around the world. Financial guarantee insurance written by Ambac Assurance in both the primary and secondary markets guarantees payment when due of the principal of and interest on the obligation insured. In the case of a default on the insured obligation, payments under the insurance policy may not be accelerated by the policyholder without Ambac Assurance's consent. Ambac Assurance primarily insures newly issued obligations and seeks to maintain a diversified insurance portfolio which spreads its risk across a number of criteria, including issue size, type of bond, geographic area and issuer. At 31 March 2007, Ambac Assurance's net par outstanding and net insurance in force were US$ 530.5 billion and US$ 818.9 billion, respectively. Ambac Assurance has been assigned triple-A financial strength ratings by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services, and Fitch, Inc. These ratings are an essential part of Ambac Assurance’s ability to provide credit enhancement. See "Rating Agencies" below. Ambac Assurance has nine wholly-owned subsidiaries, Ambac Assurance UK Limited, a UK licensed insurance company, Ambac Credit Products, LLC, Ambac Capital Services, LLC, Ambac Credit Products Limited, and Ambac Financial Services, LLC, companies that write derivative products, Ambac Private Holdings, LLC, a company that owns and invests in securities, Ambac Japan Co., Ltd., a Japanese services company which markets financial guarantees in Japan, and Connie Lee Holdings, Inc., a holding company for Connie Lee Insurance Company ("Connie Lee"). Ambac Assurance acquired Connie Lee in December 1997. Connie Lee, a triple-A rated financial guarantee insurance company, which guaranteed bonds issued primarily for college and hospital infrastructure projects, is not expected to write any new business. Financial guarantee industry overview Financial guarantee insurance generally guarantees to the holder of the underlying obligation the timely payment of principal of and interest on such obligation in accordance with such obligation’s original payment schedule. Accordingly, in the case of an issuer default on the insured obligation, payments under the insurance policy may not be accelerated by the policyholder without Ambac Assurance’s consent. Financial guarantee insurance provides a form of credit enhancement that benefits both the issuer and the investor. Issuers benefit because their securities are generally sold with a higher credit rating than securities sold on a stand-alone basis, resulting in interest cost savings and greater marketability. In addition, for complex financings and obligations of issuers that are not well known by investors, insured obligations receive greater market acceptance than uninsured obligations. Investors benefit from greater marketability and a reduction in the risk of loss associated with an issuer’s default. Structured finance obligations Insurance on structured finance or asset-backed obligations is typically issued in connection with transactions in which the securities being issued are secured by or payable from a specific pool of assets having an ascertainable cash flow or market value and held by a special purpose issuing entity. Municipal obligations Municipal obligations and municipal bonds include taxable and tax-exempt bonds, notes and other evidences of indebtedness issued by states, political subdivisions (cities, counties, towns and villages), water, sewer and other utility districts, higher educational institutions, hospitals, transportation and housing authorities and other similar agencies. Municipal obligations are supported by the taxing authority of the issuer or the issuer’s or underlying obligor’s ability to collect fees or assessments for certain projects or public services. References herein to "municipal bonds" and "municipal obligations" are to debt obligations of states and other political subdivisions in the United States.

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International Finance Obligations Outside of the United States, structured and asset-backed issuers, utilities, sovereign and sub-sovereign issuers, and other issuers are increasingly using financial guarantee products, particularly in markets throughout Western Europe. A number of important trends in international markets have contributed to this expansion. In the United Kingdom, Australia and elsewhere, ongoing privatisation efforts have shifted the burden of funding from the government to the public and private capital markets, where investors may seek the security of financial guarantee products. In Europe, Australia, Japan and the emerging markets, there is also growing interest in asset-backed securitisations. Insurance Written Ambac Assurance sells most of its insurance in the new issue U.S. bond market. During the first quarter ended 31 March 2007, Ambac Assurance insured gross par amount of $31.5 billion, of which $13.9 billion, or 44% was related to new issue and secondary market policies on municipal bonds. Approximately $15.1 billion, or 48% of gross par written during the first quarter ended 31 March 2007 represented domestic (U.S.) structured finance exposure. Approximately $2.5 billion, or 8% of gross par written during the first quarter ended 31 March 2007 represented international exposure. During the year ended 31 December 2006, Ambac Assurance insured gross par amount of $ 124.5 billion, of which $ 43.1 billion, or 35%, was related to new issue and secondary market policies on municipal bonds. Approximately $62.4 billion, or 50% of gross par written during the year ended 31 December 2006 represented domestic (U.S.) structured finance exposure. Approximately $19.0 billion, or 15% of gross par written during the year ended 31 December 2006 represented international exposure. Rating Agencies Moody's Investors Service, Inc., Standard & Poor’s Ratings Services, and Fitch, Inc. periodically review the business and financial condition of Ambac Assurance and other companies providing financial guarantee insurance. Rating agency reviews focus on the insurer's underwriting policies and procedures and the quality of the obligations insured. The rating agencies frequently perform assessments of the credits insured by Ambac Assurance to confirm that Ambac Assurance continues to meet the capital allocation criteria considered necessary by the particular rating agency to maintain Ambac Assurance's triple-A financial strength ratings. A rating by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services, or Fitch, Inc., however, is not a "market rating" or a recommendation to buy, hold or sell any security. Ambac Assurance's ability to attract new business, or to compete with other triple-A rated financial guarantors, and its results of operations and financial condition, would be materially adversely affected by any reduction in its financial strength ratings. Reinsurance U.S. State insurance laws and regulations (as well as the rating agencies) impose minimum capital requirements on financial guarantee insurance companies, limiting the aggregate amount of insurance which may be written and the maximum size of any single risk exposure which may be assumed. Such companies can use reinsurance to diversify risk, increase underwriting capacity, reduce additional capital needs, stabilise shareholder returns and strengthen financial ratios. See "Insurance Regulatory Matters" below. As a primary insurer, Ambac Assurance is required to honour its obligations to its policyholders whether or not its reinsurers perform their obligations under the various reinsurance agreements with Ambac Assurance. Ambac Assurance has surplus share treaties with various reinsurers, which provide for a program of reinsurance with respect to large risks underwritten by Ambac Assurance in the public finance and structured finance sectors. Ambac Assurance has entered into municipal bond and structured and international finance facultative reinsurance agreements. These agreements allow Ambac Assurance to reduce its large risks, to manage its portfolio of insurance by bond type and geographic distribution, and to provide additional capacity for frequent municipal bond issuers. Under these agreements, portions of Ambac Assurance's interests and liabilities are ceded on an issue-by-issue basis. A ceding commission is withheld to defray Ambac Assurance's underwriting expenses. As of 31 March 2007, Ambac Assurance had retained 90 percent of its gross insurance in force of $911.0 billion and had ceded approximately 10 percent to its treaty and facultative reinsurers. Insurance Regulatory Matters

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General Law Ambac Assurance is licensed to do business as an insurance company in all 50 states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the territory of Guam and the U.S. Virgin Islands. It is subject to the insurance laws and regulations of the State of Wisconsin, its state of incorporation, and the insurance laws and regulations of other states in which it is licensed to transact business, particularly the State of New York, which has a comprehensive financial guarantee insurance law. These laws and regulations, as well as the level of supervisory authority that may be exercised by the various state insurance departments, vary by jurisdiction, but generally require insurance companies to maintain minimum standards of business conduct and solvency, meet certain financial tests, including single risk limits and minimum policyholders' surplus and reserve levels, file certain reports with regulatory authorities, including information concerning their capital structure, ownership and financial condition, and require prior approval of certain changes in control of domestic insurance companies and their direct and indirect parents and the payment of certain dividends and distributions. In addition, these laws and regulations require approval of certain intercorporate transfers of assets and certain transactions between insurance companies and their direct and indirect parents and affiliates, and generally require that all such transactions have terms no less favourable than terms that would result from transactions between parties negotiating at arm's length. Ambac Assurance is required to file quarterly and annual statutory financial statements in each jurisdiction in which it is licensed, and is subject to single and aggregate risk limits and other statutory restrictions concerning the types and quality of investments and the filing and use of policy forms and premium rates. Additionally, Ambac Assurance's accounts and operations are subject to periodic examination by the Wisconsin Insurance Commissioner and other state insurance regulatory authorities. Investments and Investment Policy As of 31 March 2007, Ambac Assurance's investment portfolio had an aggregate fair value of US $10.3 billion and an amortized cost of $10.1 billion. The investment policy established by the board of directors for Ambac Assurance's investments is designed to achieve diversification of the portfolio. Ambac Assurance's investment policy only permits investment in investment grade fixed-income securities, consistent with its goal to achieve the highest after-tax, long-term return. Capitalisation The following table sets forth the capitalisation of Ambac Assurance and subsidiaries as of 31 March 2007, 31 December 2006 and 31 December 2005, in conformity with U.S. generally accepted accounting principles. Ambac Assurance Corporation and Subsidiaries CONSOLIDATED CAPITALIZATION TABLE (Dollars in Millions) March 31, December December 2007 31, 2006 31, 2005 (unaudited)

Long-term debt...... $0 $0 $0

Stockholder's equity Common stock...... 82 82 82 Additional paid-in capital ...... 1,532 1,509 1,453 Accumulated other comprehensive income...... 134 142 137 Retained earnings ...... 5,434 5,259 4,510 Total stockholder's equity...... $7,182 $6,992 $6,182

There has been no material adverse change in the capitalization of Ambac and subsidiaries from 31 March 2007 to the date of this Prospectus

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Directors of Ambac Assurance The following information for each director of Ambac Assurance is set forth below – name, business or home address and description of principal activities performed outside the Ambac Financial Group, Inc. group but which are significant with respect to the Ambac Financial Group, Inc. group: Name Home or Business Address Principal Activities Robert J. Genader Ambac Financial Group, Inc. Chairman of the Board, President and One State Street Plaza Chief Executive Officer of Ambac Financial Group, Inc. and Ambac New York, NY 10004 Assurance. Michael A. Callen Avalon Argus & Associates, LLC Non-executive director; President of 10901 Riverwood Drive Avalon Argus & Associates, LLC since April 1996; Director of Intervest Potomac, MD 20854 Corporation of New York and Intervest Bancshares Corporation. Jill M. Considine The Depository Trust & Clearing Non-executive director; Chairman and Corporation Chief Executive Officer of The 55 Water Street Depository Trust Company and The Depository Trust & Clearing New York, NY 10041 Corporation; Director of the Atlantic Mutual Insurance Companies, The Interpublic Group of Companies, Inc. and the Federal Reserve Bank of New York. Philip Duff 108 John Street Non-executive director; Chairman and Greenwich, CT 06831 Chief Executive Officer of Robson Ventures LLC. W. Grant Gregory Gregory & Hoenemeyer, Inc. Presiding and non-executive director; Two Greenwich Plaza Chairman of Gregory Hoenemeyer, Inc., Director of Double Click Inc. Greenwich, CT 06830 Thomas C. 8 Sound Shore Drive Non-executive director; Chairman of Theobald Suite 285 the Board of Columbia Mutual Funds; Director of Anixter International, Greenwich, CT 06830 Jones Lang LaSalle Incorporated, and Ventas, Inc. Laura S. Unger 3308 N Street, N.W. Non-executive director; former Acting Washington, D.C. 20007 Chairperson of the U.S. Securities and Exchange Commission, Director of Borland Software Corporation and MBNA. Henry D. G. 15543 Monterosso Lane Non-executive director; former Group Wallace Unit 201 Vice President and Chief Financial Officer of Ford Motor Company; Naples, Florida 34110 Director of Diebold, Inc. and Hayes Lemmerz International, Inc.

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RELATIONSHIP BETWEEN AMBAC ASSURANCE UK LIMITED AND AMBAC ASSURANCE CORPORATION General Ambac is a direct wholly-owned subsidiary of Ambac Assurance. Ambac does not have any subsidiaries. Ambac outsources to Ambac Assurance substantial management support functions. In addition, Ambac has the following financial support arrangements with Ambac Assurance. Net Worth Maintenance Agreement Ambac and Ambac Assurance have entered into a net worth maintenance agreement dated as of 1 January 1997 (the "Net Worth Maintenance Agreement"), which is governed by the laws of the State of Wisconsin. Pursuant to the Net Worth Maintenance Agreement, Ambac Assurance is required to cause Ambac to maintain free assets of £10,500,000 or such greater amount as may be required by FSA provided that no contribution can be required to be made which would have the effect of reducing Ambac Assurance's financial strength ratings from Standard & Poor’s Ratings Services, Moody's Investors Service, Inc. or Fitch, Inc. Reinsurance Agreement The obligations of Ambac under the Ambac Financial Guarantee will be substantially reinsured with Ambac Assurance pursuant to a reinsurance agreement dated as of 1 January 1997 (the "Reinsurance Agreement") which is governed by the laws of the State of New York. Pursuant to the Reinsurance Agreement, a substantial portion of all liabilities on financial guarantees issued by Ambac are reinsured by Ambac Assurance. Such reinsurance is used as a risk management device and to comply with certain statutory and rating agency requirements; it does not alter or limit the obligations of Ambac under any financial guarantee. In addition, the Reinsurance Agreement also contains "stop loss" provisions that require Ambac Assurance to make payments to Ambac if Ambac's losses exceed a certain amount. Under these provisions Ambac Assurance will reimburse Ambac for the amount by which aggregate annual net losses incurred by Ambac (paid losses plus any increase in loss reserves, net of reinsurance) exceed £500,000. Noteholders should note that the Net Worth Maintenance Agreement and the Reinsurance Agreement (together, the "Ambac Support Agreements") are entered into for the benefit of Ambac and are not, and should not be regarded as, guarantees by Ambac Assurance of the payment of any indebtedness, liability or obligations of the Issuer or Ambac including the Notes or the FSA Financial Guarantee. Accordingly, Noteholders do not have any recourse to Ambac Assurance in respect of the Ambac Support Agreements. Information in this Prospectus concerning Ambac Assurance is provided for background purposes only in view of the importance to Ambac of the Ambac Support Agreements. It does not imply that the Ambac Support Agreements are guarantees for the benefit of Class A1 Noteholders. Payment of principal of and interest on the Class A1 Notes will be guaranteed by Ambac pursuant to the Ambac Financial Guarantee and will not be additionally guaranteed by Ambac Assurance. Class A 1 Noteholders should note that Ambac’s ability to perform its obligations under the Ambac Financial Guarantee and to maintain its current ratings substantially depends on the ability of Ambac Assurance to perform its obligations under the Ambac Support Agreements.

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THE AMBAC FINANCIAL GUARANTEE

120

FORM OF AMBAC FINANCIAL GUARANTEE

Financial Guarantee Number UK [•]

Issued By

Ambac Assurance UK Limited

Level 7 6 Broadgate London EC2M 2QS Telephone 020 7786 4300 Fax 020 7786 4343 Registered in England Registered Number 3248674

For the purpose of issuing this Ambac Financial Guarantee Acting through its Milan Branch at Via Monte di Pietà, 21 20121 Milan Telephone: 02 8633 7642 Fax: 02 8633 7419 Registration No.: 97397780152

Effective Date of this Ambac Financial Guarantee: [•] 2007

Ambac Financial Guarantee

Ambac Assurance UK Limited (" Ambac "), acting through its Milan branch, in consideration of the payment of the Financial Guarantee Fee and subject to the terms of this Ambac Financial Guarantee, hereby agrees unconditionally and irrevocably to pay to the Beneficiary for the benefit of the Class A1 Noteholders that portion of the Guaranteed Amounts which have become Due for Payment but are unpaid by reason of Non-payment that may be payable hereunder.

Payments

Save in respect of Accelerated Payments (which may be made at the election of Ambac only), Ambac will make payments which are due under this Ambac Financial Guarantee to the Beneficiary by 3:00 pm, London time, on the later of (a) the fourth Business Day following Receipt by Ambac of a duly completed Notice of Demand from the Beneficiary and (b) the applicable Scheduled Payment Date.

Payments due under this Ambac Financial Guarantee will be satisfied by payment in full by Ambac to the Account in the appropriate currency or currencies. Save as otherwise provided herein, payment in full to the Account shall discharge the obligations of Ambac under this Ambac Financial Guarantee to the extent of such payment, whether or not such payment is properly applied by or on behalf of the Beneficiary or any Paying Agent. Save as otherwise

provided herein, once payment by Ambac of an amount in respect of any Guaranteed Obligation (whether on a Scheduled Payment Date or on an Accelerated Payment Date) has been made to the Account, Ambac shall have no further obligations under this Ambac Financial Guarantee in respect of such Guaranteed Obligation to the extent of such payment.

Insolvency

In the event the Beneficiary has notice that any payments of Guaranteed Amounts which have become Due for Payment and which have been made to the Beneficiary or to any Class A1 Noteholder by or on behalf of the Issuer have been declared (in whole or in part) a Preference and recovered from the Beneficiary or such Class A1 Noteholder pursuant to any Insolvency Law in accordance with a final non-appealable order of a court of competent jurisdiction, the Beneficiary on behalf of such Class A1 Noteholders will be entitled under this Ambac Financial Guarantee to payment from Ambac upon Receipt by Ambac from the Beneficiary of a duly completed Notice of Demand to the extent of such recovery (such amounts being referred to herein as " Avoided Payment Amounts "). Amounts payable by Ambac pursuant to this paragraph shall be paid by Ambac to the Beneficiary on the fourth Business Day following Receipt by Ambac of said Notice of Demand, by payment to the credit of the Account.

Subrogation

Upon Ambac or any person on its behalf making any payment in respect of any Affected Guaranteed Obligation(s), including, for the avoidance of doubt, any Accelerated Payments and Avoided Payment Amounts, to the Account and said payment being credited thereto, Ambac shall, to the extent of any such payment, be fully and automatically subrogated pursuant to applicable law and, to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A1 Noteholders of the Affected Guaranteed Obligations in respect of the Guaranteed Amounts and/or any Accelerated Payments (as the case may be) (including, without limitation, any rights and benefits attached to, and any security granted at law by contract or under the Conditions and the Intercreditor Agreement or otherwise in respect of, the Affected Guaranteed Obligations) and to all interest accrued and accruing thereon.

Such payments shall be made only upon presentation of the Notice of Demand (and, concurrently upon receipt of payment, a deed of subrogation ( atto di conferma della surroga ) in the form of the annex to the Notice of Demand) or other instrument or assignment in form and substance satisfactory to Ambac, transferring to Ambac all rights in respect of the relevant Affected Guaranteed Obligations to receive the principal of and interest on such Affected Guaranteed Obligations, free of any adverse claim, subject to the following provisions.

Ambac agrees that the delivery by the Beneficiary of a duly completed Notice of Demand is to be treated, to the extent of any amount paid by Ambac to the Account and said payment being credited thereto in respect of (A) Scheduled Interest and (B) Scheduled Principal, as an irrevocable offer by the Class A1 Noteholders to assign and transfer to Ambac free of any adverse claim:

(i) in the case of amounts in respect of (A) above ( Scheduled Interest ), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to receive payment of interest (including, for the avoidance of doubt, any default or deferred interest) not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon; or

(ii) in the case of amounts in respect of (B) above ( Scheduled Principal ), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to receive payment of the principal not paid by the Issuer on the relevant Scheduled Payment Date or such earlier date on which it fell due for payment and to all interest accrued or accruing thereon; and

(iii) in addition, if upon payment by Ambac in respect of (A) (Scheduled Interest) and (B) (Scheduled Principal) above, there are no outstanding claims of the Class A1 Noteholders against the Issuer in respect of the Guaranteed Obligations (including those claims which fell due on any other Scheduled Payment Date), the Class A1 Notes and all of the rights of the Class A1 Noteholders thereunder (including without limitation all Guarantee Excluded Amounts) (cessione dei titoli) .

Payment by Ambac in respect of the relevant Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand shall constitute, to the extent indicated above, acceptance of such offer by Ambac. Such offer and acceptance shall be governed by Italian law.

UK Withholding Tax

All payments by Ambac under this Ambac Financial Guarantee shall be made without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or Italy or any political subdivision or taxing authority therein or thereof unless such withholding or deduction is required by law. If any withholding or deduction is so required by law, Ambac shall account to the appropriate tax authority for the amount required to be withheld or deducted and shall pay the Guaranteed Amounts and Avoided Payment Amounts net of such withholding or deduction. Ambac shall not be obliged to pay any additional amount to the Beneficiary or the Class A1 Noteholders in respect of such withholding or deduction.

Scope of Guarantee

This Ambac Financial Guarantee is not cancellable by Ambac for any reason, including the failure of Ambac to receive payment of any Financial Guarantee Fee due in respect of this Ambac Financial Guarantee or the breach by any party to the Transaction Documents of its obligations vis-à-vis Ambac. The Financial Guarantee Fee is not refundable for any reason. This Ambac Financial Guarantee does not guarantee any accelerated payment (whether by way of prepayment of the Guaranteed Obligations or otherwise), other than at the sole option of Ambac as specified in the paragraph below entitled "Accelerated Payments" , nor provide protection by way of guarantee or otherwise against any risk (including, without limitation,

the risk of failure of the Beneficiary or any Paying Agent to make any payment due to Class A1 Noteholders of any Guaranteed Amounts) other than Non-payment and insolvency claw back risk in relation to Avoided Payment Amounts, in each case as provided herein.

Accelerated Payments

There shall be no accelerated payment of any Guaranteed Amount due under this Ambac Financial Guarantee unless Ambac elects to make an Accelerated Payment of all or any part of the Guaranteed Obligations at its sole option. If Ambac elects to make an Accelerated Payment, it shall, not later than two (2) Business Days prior to the date on which it shall effect such Accelerated Payment, deliver to the Issuer and the Beneficiary, by fax or letter (to the fax number or mailing address applicable for notices given in respect of the Intercreditor Agreement) delivered by registered post or courier, a written notice duly executed by an authorised officer of Ambac, notifying the Issuer and the Beneficiary of the exercise of (1) its option hereunder and (2) the proposed Accelerated Payment Date for such Accelerated Payment. Ambac shall, unless otherwise directed by the Beneficiary, make such Accelerated Payment to the Account on the proposed Accelerated Payment Date . Such notice shall be deemed to have been delivered when (a) in the case of a letter, delivered to the relevant addressee; or (b) in the case of a fax, transmission of such fax communication has been received in a legible form and receipt has been confirmed, in each case prior to 12.00 noon (London time) on a Business Day .

Waiver of Defences

The obligations of Ambac under this Ambac Financial Guarantee shall not be affected by any lack of validity or enforceability of or any modification or any amendment to the Guaranteed Obligations or the Conditions or the Intercreditor Agreement or the granting of any time, indulgence or concession by any party to the Issuer.

Ambac acknowledges that there is no duty of disclosure by the Beneficiary under this Ambac Financial Guarantee but nonetheless, to the fullest extent permitted by applicable law, hereby waives for the benefit of the Beneficiary and each Class A1 Noteholder and agrees not to assert any and all rights (whether by counterclaim, rescission, set-off or otherwise), equities and defences (including, without limitation (a) any defence of fraud by any Person (other than the Beneficiary itself) or (b) any defence based on misrepresentation, breach of warranty or non-disclosure of information by any Person), to the extent such rights, equities and defences may be available to Ambac to avoid payment of its obligations under this Ambac Financial Guarantee in accordance with the express provisions hereof, but without prejudice to any subsequent recourse Ambac may have to or against any Person.

Definitions

Any capitalised terms used in this Ambac Financial Guarantee and not defined herein shall have the meaning given to them in the Conditions.

For all the purposes of this Ambac Financial Guarantee, the following terms shall have the following meanings:

"Accelerated Payment " means any payment of any Guaranteed Amount in advance of the Scheduled Payment Date for such Guaranteed Amount (whether by way of prepayment of any Guaranteed Amount or otherwise) made by Ambac to the Account at Ambac’s sole option and in accordance with this Ambac Financial Guarantee, but subject to the Guaranteed Obligations having become due and payable by the Issuer pursuant to the Conditions.

"Accelerated Payment Date " means any date on which Ambac makes an Accelerated Payment.

"Account " means in respect of any payment made by Ambac on:

(a) a Scheduled Payment Date, the bank account specified in the relevant Notice of Demand; and

(b) an Accelerated Payment Date, the bank account notified by the Beneficiary to Ambac in writing at least one Business Day prior to the Accelerated Payment Date; in each case in compliance with the Cash Management and Agency Agreement.

"Affected Guaranteed Obligations " means those Guaranteed Obligations (identified in the relevant duly completed Notice of Demand) in respect of which a Non-payment has occurred or will occur or an Avoided Payment Amount has been required to be paid, as specified in the relevant Notice of Demand or in respect of which Ambac has elected to make an Accelerated Payment.

"Ambac Fee Letter" means the letter (described on its face as "Ambac Fee Letter") dated on or about the date of this Ambac Financial Guarantee between Ambac and the Issuer.

"Avoided Payment Amounts" has the meaning set out above in the paragraph titled "Insolvency".

"Beneficiary " means Citicorp Trustee Company Limited as legal representative of the Organisation of Noteholders or any successor representative appointed pursuant to the terms of the Rules of the Organisation of Noteholders and the Intercreditor Agreement.

"Business Day " means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business.

"Calculation Agent " means Citibank N.A., London branch, and any of its permitted successors or assignees from time to time.

"Cash Management and Agency Agreement " means the cash management and agency agreement dated [•] 2007 among, inter alios , the Issuer, the Beneficiary, the Paying Agents and Ambac.

"Class A1 Noteholders " means the ultimate owners of Class A1 Notes issued in dematerialised form and evidenced as book-entries with Monte Titoli S.p.A. in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 as subsequently amended and supplemented, and the Commissione Nazionale per le Società e la Borsa ( "Consob ") regulations implementing such Legislative Decree (Regolamento recante norme di attuazione del decreto legislativo 24 Giugno 1998, n.213 in materia di mercati) approved by Consob Resolution No. 11768 of 23 December 1998, as subsequently amended and supplemented.

"Class A1 Notes " means the 2007-1 870,000,000 Class A1 Asset-backed Floating Rate Notes due 2035 issued by the Issuer on [•] 2007.

"Conditions " means the terms and conditions of the Class A1 Notes as set out in Schedule 2 of the Intercreditor Agreement as at the date of this Ambac Financial Guarantee, or as amended with Ambac’s consent and in accordance with their terms (each being a "Condition ").

"Due for Payment " means, in relation to any Guaranteed Amounts, that the Scheduled Payment Date for such amount has been reached (irrespective of the limited recourse nature of the Guaranteed Obligations). For the avoidance of doubt, "Due for Payment" does not refer to any earlier date upon which payment of any Guaranteed Amounts may become due under the Guaranteed Obligations, by reason of prepayment, acceleration of maturity, mandatory or optional redemption or otherwise.

"Financial Guarantee Fee " means the financial guarantee fee(s) payable by the Issuer in consideration of the issue of this Ambac Financial Guarantee, as specified in the Ambac Fee Letter.

"Guarantee Excluded Amounts " means, in respect of the Guaranteed Obligations:

(a) any principal or other sums payable on an accelerated basis by the Issuer in respect of any redemption of the Class A1 Notes pursuant to Conditions 7.2(b), 7.2(c), 7.3 or 11;

(b) any amounts which the Issuer has or would have been obliged to withhold or deduct in respect of any withholding or deduction on account of tax;

(c) any default interest (or interest accrued after the due date) on any of the Guaranteed Obligations due pursuant to Condition 6 or otherwise;

(d) principal, interest or any other amounts due in respect of any Class A1 Notes which have been purchased by or beneficially belong to the Issuer or Soresa during the period in which the Issuer or Soresa (as applicable), or any Person acting on behalf of the Issuer or Soresa (as applicable), is holder of the Class A1 Notes, but not thereafter.

"Guaranteed Amounts " means, with respect to any Scheduled Payment Date and irrespective of the limited recourse nature of the Guaranteed Obligations), the sum of (i) Scheduled Interest payable on such Scheduled Payment Date, and (ii) Scheduled Principal payable on such Scheduled Payment Date. For the avoidance of doubt, " Guaranteed Amounts "

excludes (a) any Scheduled Interest, and Scheduled Principal in respect of which, in either case, Ambac has made an Accelerated Payment on an Accelerated Payment Date falling prior to such Scheduled Payment Date and (b) any Guarantee Excluded Amounts.

"Guaranteed Obligations " means the Class A1 Notes, and shall include, where the context so requires, the interest relating to the Class A1 Notes, but shall in all cases exclude all Guarantee Excluded Amounts.

"Intercreditor Agreement " means the intercreditor agreement dated [•] 2007 among, inter alios , the Issuer, Ambac and the Beneficiary.

"Insolvency Law " means any applicable Italian bankruptcy, insolvency, receivership or similar law (including, without limitation, " fallimento " and " liquidazione coatta amministrativa " within the meanings ascribed to those expressions by the laws of the Republic of Italy).

"Issuer " means Posillipo Finance II S.r.l.

"Italian Paying Agent " has the meaning given to that term in the Conditions.

"Non-payment " means, as of any Scheduled Payment Date, the failure of the Issuer to pay or to have paid all or any part of the Guaranteed Amounts which are Due for Payment on such Scheduled Payment Date (or which would have been due on such Scheduled Payment Date but for such Guaranteed Amounts having become due prior to such Scheduled Payment Date by reason of prepayment, acceleration of maturity, mandatory or optional redemption or otherwise) and irrespective of the limited recourse nature of the Guaranteed Obligations.

"Notice of Demand " means a notice of demand in the form attached hereto, duly executed by the Beneficiary.

"Paying Agent " has the meaning given to that term in the Conditions.

"Person " means any person, firm, company or body corporate, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing.

"Preference " means a payment which is subject to insolvency claw back ( revocatoria fallimentare) pursuant to Article 67 of Royal Decree No. 267 of 16 March 1942.

"Receipt " means actual delivery to Ambac at the address specified at the beginning of this Ambac Financial Guarantee (or such other address as Ambac may, from time to time, designate in writing to the Beneficiary) prior to 12:00 noon, London time, on a Business Day. Delivery either on a day that is not a Business Day or after 12:00 noon, London time, shall be deemed to be Receipt on the next succeeding Business Day. In all cases, " actual delivery " to Ambac shall require (i) the delivery of the original Notice of Demand (together, if applicable, with any attachments thereto) to Ambac at its address (or such other address as Ambac shall, from time to time, designate in writing to the Beneficiary), or (ii) fax transmission of the original Notice of Demand (together, if applicable, with any attachments thereto) to Ambac at its fax number (or such other fax number as Ambac shall, from time to time, designate in

writing to the Beneficiary). If presentation is made by fax transmission, the sender shall (i) simultaneously, confirm the making of the fax transmission by making a telephone call to Ambac at its telephone number (or such other telephone number as Ambac shall from time to time designate in writing to the Beneficiary) and (ii) as soon as reasonably practicable, deliver the original Notice of Demand (together, if applicable, with any applicable documentation) to Ambac at its address.

"Rules of the Organisation of Noteholders" means the rules of the Organisation of the Noteholders contained in Exhibit 1 to the Conditions.

"Scheduled Interest " means, in respect of the Guaranteed Obligations, interest payable thereon as specified in Condition 6 but disregarding for this purpose the limited recourse nature of the relevant Guaranteed Obligations.

"Scheduled Payment Date " means each Payment Date (as defined in Condition 6.1) on which any Scheduled Interest or any Scheduled Principal is due and payable.

"Scheduled Principal " means, in respect of the Guaranteed Obligations, principal repayable as specified in Condition 7.2(a) but disregarding for this purpose the limited recourse nature of the relevant Guaranteed Obligations.

"Soresa " means Società Regionale per la Sanità - So.Re.Sa. S.p.A.

Miscellaneous

This Ambac Financial Guarantee constitutes the entire agreement between Ambac and the Beneficiary in relation to Ambac’s obligation to make payments to the Beneficiary in the name and on behalf of the Class A1 Noteholders, of the Guaranteed Obligations in respect of Guaranteed Amounts which become Due for Payment but shall have remained unpaid by reason of Non-payment and supersedes any previous agreement between Ambac and the Beneficiary in relation thereto and, save for the provision of a Notice of Demand as provided for herein, nothing in this Ambac Financial Guarantee constitutes a warranty or a condition precedent to this Ambac Financial Guarantee.

This Ambac Financial Guarantee shall terminate upon the earlier of: (i) the payment by Ambac of an amount equal to the aggregate amount of all Guaranteed Amounts payable hereunder; and (ii) one year and one day following the last Scheduled Payment Date provided that if the Issuer becomes subject to any proceedings pursuant to Insolvency Law (" Insolvency Proceedings ") during the period of one year following the last Scheduled Payment Date, then this Ambac Financial Guarantee shall terminate on the later of (a) the date of the final non-appealable conclusion or dismissal of the relevant Insolvency Proceedings without continuing jurisdiction by the court in such Insolvency Proceedings and (b) if the Class A1 Noteholder of any Guaranteed Obligation is required to return any payment (or portion thereof) in respect of such Guaranteed Obligation that is declared a Preference as a result of such Insolvency Proceedings, the date on which Ambac has made all payments required to be made under the terms of this Ambac Financial Guarantee to the Beneficiary in respect of all Avoided Payment Amounts.

A Person who is not party to this Ambac Financial Guarantee shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Ambac Financial Guarantee.

This Ambac Financial Guarantee shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have jurisdiction to hear and determine any suits, action or proceedings and to settle any disputes which may arise at or in connection with this Ambac Financial Guarantee and each of Ambac and the Beneficiary irrevocably submits to the jurisdiction of such courts.

In witness whereof, this Ambac Financial Guarantee has been executed by one duly authorised officer on behalf of Ambac and [[two directors] or [one director and the secretary]] of the Beneficiary and duly delivered on the date inserted above.

Executed by: AMBAC ASSURANCE UK LIMITED, ACTING THROUGH ITS MILAN BRANCH

By: ……………………………………

Name: Vito Semeraro

Title: Managing Director

Executed and delivered as a deed by: CITICORP TRUSTEE COMPANY LIMITED

By: …………………………………… By:…………………………………

Name: …………………………………… Name:………………………………

Title: …………………………………… Title:………………………………..

NOTICE OF DEMAND

Under Financial Guarantee Number [•] Issued by

Ambac Assurance UK Limited

Level 7 6 Broadgate London EC2M 2QS Telephone 020 7786 4300 Fax 020 7786 4343 Registered in England Registered Number 3248674

Attention: General Counsel, Ambac Assurance UK Limited

Copy to: Managing Director, Ambac Assurance UK Limited, Milan Branch

The undersigned, a duly authorised officer of [Name of the Representative of the Noteholders] (the " Beneficiary "), hereby certifies to Ambac Assurance UK Limited (" Ambac "), acting through its Milan branch, with reference to the Financial Guarantee No. [•] dated [•] 2007 (the " Ambac Financial Guarantee ") issued by Ambac in respect of the obligations of Posillipo Finance II S.r.l. (the " Issuer ") under the 2007-1 Euro 870,000,000 Class A1 Asset- backed Floating Rate Notes due 2035, that

(a) the Beneficiary is the legal representative of the Organisation of Noteholders;

(b) [the Beneficiary has been notified by the Calculation Agent that the deficiency in respect of the Guaranteed Amounts which [are/were] Due for Payment on [ insert Scheduled Payment Date ] under the Series 2007-1 Euro 870,000,000 Class A1 Asset- Backed Floating Rate Notes due 2035 (the " Affected Guaranteed Obligations ") [will be/was/is] Euro [•] (the " Shortfall "). Of such Shortfall, [insert applicable currency and amount] is Scheduled Interest on the Affected Guaranteed Obligations; and [ insert applicable currency and amount ] is Scheduled Principal on the Affected Guaranteed Obligations;]

OR [ the Beneficiary or the Class A1 Noteholders [has/have been] required to repay [insert applicable currency and amount ] (the " Avoided Payment Amount ") to the Issuer on [ insert date ] in connection with a Preference declared or recovered from the Beneficiary or such Class A1 Noteholder(s) pursuant to any Insolvency Law in accordance with a final non-appealable order of a court of competent jurisdiction;]

(c) the Beneficiary is making a claim under the Ambac Financial Guarantee for the [Shortfall/Avoided Payment Amount] to be applied to the payment of the Guaranteed Amounts which [are Due for Payment/were paid but found to be a Preference];

(d) the Beneficiary agrees that, following payment of funds by Ambac, it shall procure (a) that such amounts are applied directly to the payment of Guaranteed Amounts which [are Due for Payment/were paid but found to be a Preference]; (b) that such funds are not applied for any other purpose; and (c) the maintenance of an accurate record of such payments with respect to each Guaranteed Obligation and the corresponding claim on the Ambac Financial Guarantee and the proceeds thereof. For the purposes of (a) and (b) above, it shall be sufficient if the Beneficiary directs Ambac to make payment to the Italian Paying Agent pursuant to the Cash Management and Agency Agreement; and

(e) payment should be made by Ambac in Euro by credit to an account in the name of Citicorp Trustee Company Limited with the Italian Paying Agent, of [ insert address of bank ], Sort Code [ •] Account Number [ •];

The Beneficiary confirms and agrees, on behalf of the Class A1 Noteholders pursuant to Condition 3.5 and the Ambac Financial Guarantee that:

(a) effective as of the date on which the Shortfall is credited to such account, Ambac shall, to the extent of such Shortfall, be fully and automatically subrogated, pursuant to applicable law and, to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A1 Noteholders of the Affected Guaranteed Obligations in respect of any amounts in respect of such Affected Guaranteed Obligations (including, without limitation, any rights and benefits attached to, and any security granted at law by contract or under the Conditions or the Intercreditor Agreement or otherwise in respect of, the Affected Guaranteed Obligations) and to all interest accrued and accruing thereon; and

(b) delivery of this Notice of Demand to Ambac constitutes an irrevocable offer by the Class A1 Noteholders of the Affected Guaranteed Obligations to assign and transfer to Ambac, to the extent of any amount in respect of (A) Scheduled Interest (including without limitation any Accelerated Payment or Avoided Payment Amount to the extent it relates to interest) or (B) Scheduled Principal (or any Accelerated Payment or Avoided Payment Amount to the extent it relates to principal) paid by Ambac pursuant to this Notice of Demand:

(i) in the case of amounts in respect of (A) above ( Scheduled Interest ), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to

receive payment of interest (including, for the avoidance of doubt, any default or deferred interest) not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon; or

(c) the rights (or the Class A1 Notes) which are the subject of such subrogation and assignment are free of any adverse claim and the making of any payment by Ambac in respect of such Scheduled Interest or Scheduled Principal constitutes acceptance of such offer by Ambac. Such offer and acceptance shall be governed by Italian law.

The Beneficiary hereby undertakes to issue and deliver to Ambac, concurrently upon receipt of payment of such [Shortfall/Avoided Payment Amount] to the account referenced above, a deed of subrogation ( atto di conferma della surroga ) in the form of the annex hereto or any other form reasonably satisfactory to Ambac.

Unless the context otherwise requires, capitalised terms used in this Notice of Demand and not defined herein shall have the meanings provided in the Ambac Financial Guarantee.

No Person, other than Ambac, shall have any right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any term of this Notice of Demand.

This Notice of Demand may be revoked by written notice by the Beneficiary to Ambac at any time prior to the date specified above on which Guaranteed Amounts are Due for Payment to the extent that moneys are actually received in respect of the Guaranteed Obligations prior to such date from a source other than Ambac.

This Notice of Demand shall be governed by and construed in accordance with the laws of England and Wales.

IN WITNESS WHEREOF , the Beneficiary has executed and delivered this Notice of Demand on [ •] 20[•].

[NAME OF THE REPRESENTATIVE OF THE NOTEHOLDERS]

By:

Title:

[Authenticated by Notary and Apostilled] 1

1 “ Apostilled ” means sealed with the “Apostille” pursuant to the Hague Convention dated 5 October 1961 (the “Hague Convention”) or, if the Hague Convention is no longer in force or is not applicable, legalised for the purposes of use in the Republic of Italy.

DEED OF SUBROGATION

(Atto di conferma della surroga )

Ambac Assurance UK Limited For the purpose of issuing the Ambac Level 7, 6 Broadgate Financial Guarantee acting through its London EC2M 2QS Milan Branch at: Telephone: 020 7786 4300 Via Monte di Pietà, 21 Fax: 020 7786 4343 20121 Milan Registered No.: 3248674 Telephone: 02 8633 7642 Registered in England Fax: 02 8633 7419 Registered No.: 97397780152

Attention: General Counsel

CC: Managing Director, Milan Branch

We refer to Financial Guarantee No. [•] dated [•] 2007 (the " Ambac Financial Guarantee ") and to a Notice of Demand issued to Ambac Assurance UK Limited (" Ambac ") on [•], and we hereby confirm receipt of Euro [•] from Ambac and confirm that Ambac is subrogated pursuant to the applicable law, and to the extent applicable pursuant to Article 1201 of the Italian Civil Code, in the rights of the holders (the " Class A1 Noteholders ") of the 2007-1 Euro 870,000,000 Class A1 Asset-backed Floating Rate Notes due 2035 to the extent of such amount of Euro [•] and to any right appurtenant thereto.

IN WITNESS WHEREOF , the Representative of Noteholders, as representative of the Class A1 Noteholders, has executed and delivered this Deed of Subrogation ( Atto di conferma della surroga ) as of the [insert date] day of [insert date].

REPRESENTATIVE OF NOTEHOLDERS

By:

Title:

[Authenticated by Notary and Apostilled] 2

2 “ Apostilled ” means sealed with the “Apostille” pursuant to the Hague Convention dated 5 October 1961 (the “Hague Convention”) or, if the Hague Convention is no longer in force or is not applicable, legalised for the purposes of use in the Republic of Italy.

FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED General Financial Security Assurance (U.K.) Limited ("FSA") is an indirect, wholly-owned subsidiary of Financial Security Assurance Inc. ("FSA Inc."), a monoline insurance company incorporated on March 16, 1984 under the laws of the State of New York. FSA Inc. received its New York State insurance licence and commenced operations on September 23, 1985 and is authorized, directly or through its subsidiaries, to engage in financial guarantee insurance business in the United Kingdom, all 50 states of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam. FSA was incorporated with limited liability in England on June 8, 1990 under the Companies Act 1985 with registered number 2510099, and became authorised to transact financial guarantee insurance business in the United Kingdom on April 29, 1994. Pursuant to certain European Union Insurance Directives, FSA is authorised to provide financial guarantee insurance for transactions in other European Union member countries from its home office in the United Kingdom. FSA’s registered office is located at 1 Angel Court, London EC2R 7AE, England and its telephone number is +44 (0) 20 7796 4646. FSA has no subsidiaries. FSA’s legal and commercial name is Financial Security Assurance (U.K.) Limited. FSA Inc. and its subsidiaries (references to “subsidiaries” of FSA Inc. shall include, where applicable in this section entitled “Financial Security Assurance (U.K.) Limited”, FSA) are engaged exclusively in the business of writing financial guarantee and related lines of insurance, principally in respect of securities sold in public offerings and private placements and obligations under credit default swaps. Financial guarantee insurance provides a guarantee of scheduled payments on an issuer's obligations - thereby enhancing the credit rating of those obligations - in consideration for the payment of a premium to the insurer. FSA Inc. and its subsidiaries principally guarantee or insure asset-backed, collateralised and municipal obligations. Asset-backed obligations are typically supported by residential mortgage loans, consumer or trade receivables, securities or other assets having an ascertainable cash flow or market value. Collateralised obligations include public utility first mortgage bonds and sale/leaseback obligation bonds. Municipal obligations include general obligation bonds, special revenue bonds and other special obligations of state and local governments. Obligations may be insured on a funded basis through insurance of bonds or other securities or on an unfunded basis through insurance of credit default swaps referencing one or more bonds or other obligations (with or without a deductible or other provision for loss reduction). FSA Inc. and its subsidiaries insure both newly issued securities sold in the primary market and outstanding securities sold in the secondary market that satisfy FSA Inc.'s underwriting criteria. The premium is either payable up front and is non-refundable or payable in instalments over the term of the guarantee. Financial guarantee insurance as written by FSA differs from other types of insurance, including credit and mortgage guarantee insurance, which rely on actuarial assessments of expected losses. Actuarially based insurance relies principally on an assumption that premiums and investment income will exceed expected losses over a range of business over a number of years. Financial guarantee insurance as written by FSA relies on an assessment of the adequacy of various levels of security to meet debt service in a specific transaction without regard to premiums paid or income from investment of premiums. This method of risk underwriting is generally referred to as "underwriting to a no-loss standard." As such, FSA's financial guarantee insurance policies are generally used to improve the marketability of high quality obligations, rather than to protect against significant expected losses on low quality obligations. Officers of FSA responsible for credit underwriting must conclude that the overall structure of each transaction is of investment grade quality. FSA has developed operating procedures for direct financial guarantee insurance transactions which its management believes will maintain its underwriting standards. Each individual transaction must be approved by the Credit Committee of the Board of Directors of FSA, who must conclude that the transaction is of investment grade quality. The Credit Committee includes executive officers Messrs. Cochran, McCarthy, McCormick, Brewer and Stern. FSA is a direct, wholly-owned subsidiary of FSA Insurance Company, an Oklahoma corporation, which is, in turn, a direct, wholly-owned subsidiary of FSA Inc.. FSA Inc. also holds (indirectly) a majority shareholding in Financial Security Assurance International Ltd., a Bermuda company engaged in insurance and reinsurance. FSA Inc. is a direct wholly-owned subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings"), a New York corporation. Holdings is an indirect subsidiary of Dexia S.A., a Belgian corporation whose shares are traded in the Euronext Brussels and Euronext Paris markets as well as on the Luxembourg Stock

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Exchange. Dexia S.A., through its bank subsidiaries, is primarily engaged in the business of public finance, banking and asset management in France, Belgium and other European countries. No shareholder of Holdings or FSA Inc. is obligated to pay any debt of FSA or any claim under any financial guarantee insurance policy issued by FSA or to make any additional contribution to the capital of FSA. Reinsurance and Other Agreements Pursuant to an intercompany agreement among FSA Inc., FSA Insurance Company and Financial Security Assurance International Ltd., and quota share and stop loss reinsurance agreements between FSA Inc. and FSA (the "Intercompany Agreements"), liabilities on financial guarantee insurance policies issued by FSA Inc. or any of its subsidiaries, including FSA, are generally reinsured among such companies on an agreed-upon percentage substantially proportional to their respective capital, surplus and reserves, subject to applicable statutory risk limitations. In addition, FSA Inc. and its subsidiaries reinsure a portion of their liabilities under certain financial guarantee insurance policies with other reinsurers under various treaties and on a transaction- by-transaction basis. Such reinsurance is utilised as a risk management device and to comply with statutory and rating agency requirements; it does not alter or limit the obligations under any financial guarantee. In addition, the Intercompany Agreements contain "stop loss" provisions that generally require FSA Inc. to make payments to FSA when FSA's loss and expense ratio exceeds 100%. Under these provisions, FSA Inc. will reimburse FSA for the amount by which annual net losses incurred (paid losses plus any increase in loss reserves, net of reinsurance) plus expenses exceed the sum of annual net earned premiums plus any draws during the year on its contingency reserves used to pay losses. This stop loss cover has an annual limit of liability equal to 20% of FSA's net retained principal outstanding plus the net principal insured outstanding at last year-end of FSA's two largest transactions. Pursuant to a Net Worth Maintenance Agreement between FSA Inc. and FSA, FSA Inc. is required to cause FSA to maintain free assets of £10,000,000, or such greater amount as may be required by the Insurance Companies Act 1982 and regulations made under that Act, provided that (i) any contributions by FSA Inc. may not exceed 35% of its policyholders' surplus on an accumulated basis as determined under the laws of the State of New York, (ii) no contribution will be made which would have the effect of jeopardising FSA Inc.'s insurance financial strength rating from Moody's Investors Service, Inc. ("Moody's") or its insurer financial strength rating from Standard & Poor's Ratings Services ("S&P") and (iii) any contribution must be made in compliance with Section 1505 of the New York Insurance Law. FSA is dependent upon FSA Inc. in that, as a party to the Intercompany Agreements and the Net Worth Maintenance Agreement, FSA Inc. agrees to support FSA in the manner described above. In addition, FSA Inc. supports FSA more generally, including providing certain outsourcing services and secondees, in each case, on an arm’s length basis. FSA has not entered into contracts outside the ordinary course of FSA’s business which could result in FSA (or any of FSA Inc. or its subsidiaries) being under an obligation or entitlement that is material to FSA’s ability to meet its obligation to the Noteholders in respect of the Notes being issued. Payment of Scheduled Principal and Scheduled Interest on the Notes will be guaranteed by FSA only to the extent set out in the FSA Financial Guarantee and will not be guaranteed by FSA Inc.. The information relating to FSA Inc. is included for purposes of information only. Ratings FSA's financial strength is rated "AAA" (or, as the case may be, “Aaa”) by Fitch Ratings, Moody's, S&P and Rating and Investment Information, Inc. Such ratings reflect only the views of the respective rating agencies, are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by such rating agencies. Executive Officers and Directors The principal executive officers of FSA are identified below:

Name Office Held

Philippe Z. Tromp Managing Director

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Robert P. Cochran Chairman and Senior Manager Bruce E. Stern Senior Manager and General Counsel Laura Bieling Chief Financial Officer Dennis Kim Treasurer Russell B. Brewer II Senior Manager Séan W. McCarthy Senior Manager Thomas J. McCormick Senior Manager Joseph W. Simon Senior Manager

The directors of FSA and their principal occupations are identified below:

Name Function Principal Occupation

Terence K. Bridgman Non-Executive Retired Chief Executive Officer, NCM Credit Insurance Ltd. Robert P. Cochran Executive Chairman and Chief Executive Officer, Financial Security Assurance Inc. W. Peter Cooke Non-Executive Retired Advisor, PricewaterhouseCoopers LLP Francois Durollet Non-Executive Deputy Executive Vice President Public Finance, Dexia SA Philippe Lamy Non-Executive Area Manager, Public Finance Network, Dexia SA Séan W. McCarthy Executive President and Chief Operating Officer, Financial Security Assurance Inc. Thomas J. McCormick Executive Managing Director, Financial Security Assurance Inc. Philippe Z. Tromp Executive Managing Director, Financial Security Assurance (U.K.) Limited

The business address of each of the directors mentioned above is 1 Angel Court, London EC2R 7AE. As at the date of this Prospectus, the above-mentioned members of the Board of Directors of FSA do not have potential conflicts of interests that are material to the Notes, between any duties to FSA and their private interests or other duties. Insurance Regulation In the conduct of its insurance business in and from the United Kingdom, FSA is subject to governmental regulatory requirements under the Financial Markets and Services Act 2000, and all regulations made pursuant thereto (together, the "Regulations"), administered by the Financial Services Authority. Under the Regulations, FSA is subject to certain limits and requirements, including (i) the maintenance of a minimum margin of solvency, (ii) the establishment of equalisation reserves, (iii) the determination of the amount of its liabilities in accordance with generally accepted accounting principles for insurers, (iv) the identification and prudent provision of assets to cover these liabilities, and (v) the matching of its liabilities in a particular currency by assets in the same currency (if this liability exceeds 5% of FSA's total liabilities). Financial information for the years ended 31 December, 2005 and 2006

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The financial information set out in Appendices 4 and 5 to this Prospectus has been extracted from the audited accounts of FSA for the years ended 31 December, 2005 and 2006. References in Appendices 4 and 5 (i) to the "Company" are to FSA, (ii) to the "Parent" are to FSA Insurance Company and (iii) to page numbers are to the pages of the original accounts and not to the pages of this Prospectus. FSA’s auditors are PricewaterhouseCoopers LLP of 1 Embankment Place, London WC2N 6RH, United Kingdom. PricewaterhouseCoopers LLP is a partnership of chartered accountants and registered auditors and a member of the Institute of Chartered Accountants in England and Wales. For further information, the audited consolidated financial statements of FSA Inc and its subsidiaries for the years ended 31 December 2005 and 2006 are available at FSA Inc. website, www.fsa.com. There has been no significant change in the financial or trading position of FSA, nor material adverse change in the prospects of FSA, since 31 December 2006, being the date of its last published audited financial statements. Copies of the annual financial statements filed by FSA with the Financial Services Authority and filed annually with the Registrar of Companies in England are available upon request to FSA at its registered office. Copies of the statutory quarterly and annual statements filed by FSA Inc. are available upon request to FSA Inc. at its office, 31 West 52nd Street, New York, New York 10019, USA. Copies of financial statements of FSA Inc. prepared in accordance with generally accepted accounting principles are available upon request to FSA Inc. at the same address and also may be reviewed at the FSA Inc. website, www.fsa.com.

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THE FSA FINANCIAL GUARANTEE

138

FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED

FSA FINANCIAL GUARANTEE

in respect of Posillipo Finance II S.r.l. Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035

FSA Financial Guarantee No. [•] -UK Date of Issuance: [•] 2007

THIS FSA FINANCIAL GUARANTEE is dated [•] 2007 and given by Financial Security Assurance (U.K.) Limited, whose registered office is at 1 Angel Court, London, EC2R 7AE ("FSA ") in favour of Citicorp Trustee Company Limited as legal representative of the Organisation of Noteholders (the "Representative of the Noteholders ", which expression shall include any additional or successor representative appointed pursuant to the Rules of the Organisation of Noteholders (as defined below) and the Intercreditor Agreement).

1. Interpretation

1.1 Definitions The following terms shall have the meanings given to them in this Clause 1.1 unless the context shall otherwise require:

"Accelerated Payment " means, following an Acceleration, any payment in full or in part by FSA, at FSA's option absolute, of the Guaranteed Obligations in advance of the relevant Scheduled Payment Date.

"Acceleration " means, in relation to the Guaranteed Obligations, the declaration by written notice by the Representative of the Noteholders to the Issuer that the Class A2 Notes are immediately due and payable pursuant to Condition 11 or the Class A2 Notes become immediately due and payable pursuant to Conditions 7.2 or 7.3 or for any other cause;

"Account " means:

(a) in respect of any payment made by FSA on a Scheduled Payment Date, the bank account specified in the relevant Notice of Demand; and

(b) in respect of any Accelerated Payment, the bank account notified by the Representative of the Noteholders to FSA in writing at least one Business Day prior to the date of payment,

in each case in compliance with the Cash Management and Agency Agreement;

"Affiliate " means, in relation to any person, a person which directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, the first person where "control " means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person whether through the ownership of shares, by contract or otherwise;

"Affected Guaranteed Obligations " means those Guaranteed Obligations (identified in the relevant Notice of Demand) in respect of which a Nonpayment has occurred or will occur or a Recovered Amount has been required to be paid as specified in the relevant Notice of Demand or in respect of which FSA has elected to make an Accelerated Payment;

"Applicable Insolvency Law " has the meaning specified in Clause 4.1;

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"Calculation Agent " means Citibank N.A., London branch, and any of its permitted successors or assignees from time to time.

"Cash Management and Agency Agreement " means the cash management and agency agreement dated [•] 2007 among, inter alios , the Issuer, the Representative of the Noteholders, the Paying Agents (as defined therein) and FSA;

"Class A2 Noteholders " means the ultimate owners of Class A2 Notes issued in dematerialised form and evidenced as book-entries with Monte Titoli S.p.A. in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 as subsequently amended and supplemented, and the Commissione Nazionale per le Società e la Borsa ("Consob ") regulations implementing such Legislative Decree (Regolamento recante norme di attuazione del decreto legislativo 24 Giugno 1998, n.213 in material di mercati) approved by Consob Resolution No. 11768 of 23 December 1998, as subsequently amended and supplemented;

"Class A2 Notes" means the Series 2007-1 Euro 870,000,000 Class A2 Asset-backed Floating Rate Notes due 2035 issued by the Issuer on [•] 2007;

"Conditions " means the terms and conditions relating to the Class A2 Notes as at the date of this FSA Financial Guarantee with such amendments, supplements or modifications thereto as have been approved in writing by FSA and in accordance with their terms, and references to a particular "Condition " shall be construed accordingly;

"Financial Guarantee Fee " means the financial guarantee fee(s) payable by the Issuer in consideration of the issue of this FSA Financial Guarantee, as specified in the FSA Fee Letter.

"Fiscal Agent " has the meaning specified in Clause 7;

"FSA Fee Letter " means the letter (described on its face as "FSA Fee Letter") dated on or about the date of this FSA Financial Guarantee between FSA and the Issuer.

"Guaranteed Obligations " means the guaranteed obligations in respect of Principal and Interest owing by the Issuer pursuant to the Class A2 Notes;

"Intercreditor Agreement " means the intercreditor agreement dated [•] 2007 among, inter alios , the Issuer, the Representative of the Noteholders and FSA;

"Interest " means any amount in respect of regularly scheduled interest owing by the Issuer under the Class A2 Notes, but excluding any amount relating to acceleration,

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prepayment or broken-funding indemnities, penalties (if any), any payment in respect of any withholding of any taxation liability or any other payments in respect of any taxation liability or any other payments in respect of any taxation liability and excluding default and deferred interest (if any);

"Issuer " means Posillipo Finance II S.r.l.;

"Italian Paying Agent " has the meaning given to that term in the Conditions;

"Nonpayment " means, as at any Scheduled Payment Date, the failure by the Issuer to have paid any Scheduled Payments, which are due and payable on such Scheduled Payment Date (or which would have been due and payable on such Scheduled Payment Date but for such Scheduled Payments having become due and payable before such Scheduled Payment Date by reason of Acceleration or otherwise) and irrespective of the limited recourse nature of the Guaranteed Obligations;

"Notice of Demand " means a notice of demand in the form attached as Exhibit A hereto;

"Order " has the meaning specified in Clause 4.1.2;

"Preference Payment " means a payment which is subject to insolvency clawback (revocatoria fallimentare ) pursuant to Article 67 of Royal Decree No. 267 of 16 March 1942;

"Principal " means the principal amount of the Class A2 Notes outstanding from time to time;

"Receipt " and "Received " mean actual delivery to FSA and to the Fiscal Agent, if any, prior to 12 noon, London time, on a Business Day in accordance with Clause 10. Delivery either on a day that is not a Business Day or after 12 noon, London time, on a Business Day shall be deemed to be received on the next succeeding Business Day. If any notice or certificate given hereunder by the Representative of the Noteholders is not in proper form or is not properly completed, executed or delivered or contains any misstatement, it shall be deemed not to have been Received, and FSA or the Fiscal Agent shall promptly so advise the Representative of the Noteholders and the Representative of the Noteholders may submit an amended notice or certificate;

"Recovered Amount " has the meaning set out in Clause 4.1;

"Rules of the Organisation of Noteholders " means the rules of the Organisation of the Noteholders contained in Exhibit 1 to the Conditions;

"Scheduled Payments " means, with respect to any Scheduled Payment Date, the sum of:

(a) an amount equal to the amount of Interest due and payable on the Class A2 Notes on such Scheduled Payment Date (each, "Scheduled Interest ") but which remains unpaid by reason of Nonpayment; and

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(b) an amount equal to the amount of Principal due and payable on the Class A2 Notes on such Scheduled Payment Date (each, "Scheduled Principal ") but which remains unpaid by reason of Nonpayment, but excluding any Scheduled Interest or Scheduled Principal which FSA has paid on an accelerated basis in accordance with Clause 3, in each case in accordance with the original terms of the Class A2 Notes when executed without regard to any amendment, supplement or modification of such terms thereafter except to the extent that FSA has given its written consent to any such amendment, supplement or modification (in which case Scheduled Payments shall include Scheduled Interest and Scheduled Principal due and payable on the Class A2 Notes on such Scheduled Payment Date in accordance with the terms of the Class A2 Notes as so amended, supplemented or modified).

Scheduled Payments shall not include:

(i) any amounts in respect of the Class A2 Notes that have become due and payable on an accelerated basis as a result of a default by the Issuer, an election by the Issuer to pay principal on an accelerated basis, the occurrence of a Trigger Event or for any other cause, unless FSA has elected, in its sole discretion, to pay in whole or in part the Principal due upon Acceleration together with any accrued Scheduled Interest to the date of payment by FSA of such Principal;

(ii) any amounts due in respect of the Class A2 Notes attributable to any increase in interest rate, penalty or other sum payable by the Issuer by reason of any default or event of default in respect of the Class A2 Notes, or by reason of any deterioration of the creditworthiness of the Issuer;

(iii) any amount payable by the Issuer in respect of any deduction or withholding for or on account of any present or future tax, duties, assessments or other governmental charges of whatever nature or any other taxation liability due in connection with the payment of any Scheduled Payment to a Class A2 Noteholder or the Representative of the Noteholders based on the recipient’s domicile, status, failure to provide certifications or other documentation or other circumstances particular to the Class A2 Noteholder including, without limitation, as a result of Directive 2003/48/EC or any other European Union Directive on the taxation of income or any law implementing any such Directive;

(iv) any default, redemption, early redemption or other make-whole payments in respect of the Class A2 Notes, including any prepayment or broken funding indemnities or penalties;

(v) any amounts in respect of Class A2 Notes held by the Issuer during the period in which the Issuer, or any person acting on behalf of the Issuer, is the holder of the Class A2 Notes, but not thereafter.

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"Scheduled Payment Date " means each Payment Date (as defined in Condition 6.1) on which any Scheduled Interest or any Scheduled Principal is due and payable; and

"Term of this FSA Financial Guarantee " means the period from and including the date of issuance of this FSA Financial Guarantee to and including the last to occur of the following: (i) the date on which all Scheduled Payments that are required to be paid by the Issuer have been paid under the Conditions; (ii) the date falling one year and one day after the last Scheduled Payment Date; and (iii) if any proceeding under Applicable Insolvency Law relating to the Issuer has been commenced prior to the occurrence of (i) and (ii), on the later of (a) the date of a final and non-appealable conclusion or dismissal of such proceeding under Applicable Insolvency Law without continuing jurisdiction by the court in such proceeding, and (b) the date on which FSA has paid all and any amounts for which it may become liable pursuant to Clauses 4.1 and 4.2 below.

"Transaction Document " has the meaning given to that term in the Conditions.

1.2 Construction

1.2.1 Terms defined in the Conditions and not otherwise defined in this FSA Financial Guarantee shall have the same meanings in this FSA Financial Guarantee.

1.2.2 References to "Clauses " are to clauses of this FSA Financial Guarantee. Clause headings are for ease of reference only.

1.2.3 A "person " includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing.

1.2.4 In construing this FSA Financial Guarantee, no regard shall be had to any Transaction Document entered into between the Issuer and another monoline to which FSA is not a party.

2. Guarantee

2.1 FSA, for consideration received, hereby unconditionally and irrevocably guarantees to the Representative of the Noteholders for the benefit of each Class A2 Noteholder, subject only to the terms of this FSA Financial Guarantee, the full and complete payment by the Issuer of Scheduled Payments which are unpaid by reason of Nonpayment.

2.2 For the further protection of the Representative of the Noteholders and each Class A2 Noteholder, FSA irrevocably and unconditionally guarantees:

(a) payment of the amount of any Scheduled Payments during the Term of this FSA Financial Guarantee to the Representative of the Noteholders or any Class A2 Noteholder that is subsequently avoided in whole or in part as a Preference Payment under Applicable Insolvency Law (such payment to be made by FSA in accordance with Clause 4); and

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(b) payment of any amount required to be paid under this FSA Financial Guarantee by FSA following FSA's receipt of a Notice of Demand in accordance with this FSA Financial Guarantee.

2.3 This FSA Financial Guarantee is not cancellable by FSA for any reason, including the failure of FSA to receive payment of any Financial Guarantee Fee due in respect of this FSA Financial Guarantee or the breach by any party to the Transaction Documents of its obligations vis-à-vis FSA.

3. Notices and Conditions to Payment in Respect of Scheduled Payments

3.1 Following Receipt by FSA of a Notice of Demand from the Representative of the Noteholders, FSA will pay any amount payable hereunder in respect of Scheduled Payments on the later to occur of:

3.1.1 3.00 pm, London time, on the fourth Business Day following such Receipt; and

3.1.2 3.00 pm, London time, on the Business Day on which such payment is due and payable on the Class A2 Notes.

For the avoidance of doubt, FSA shall not (unless FSA elects in its sole discretion to do so) be obliged to pay any such Scheduled Payment on an accelerated basis or otherwise before the Scheduled Payment Date on which such Scheduled Payment would have become due and payable if Acceleration had not happened. Payments due hereunder in respect of the Scheduled Payments will be disbursed to, or to the order of, the Representative of the Noteholders by wire transfer of immediately available funds to the Account.

3.2 FSA shall be entitled to elect (but in no circumstances whatsoever shall be obliged to make such election) to pay:

3.2.1 any amount hereunder in respect of Scheduled Payments;

3.2.2 any amount due in accordance with Clause 4; and

3.2.3 any amount due in respect of the Guaranteed Obligations which has become payable on an accelerated basis;

whether or not any Notice of Demand shall have been received by FSA as set out above provided, however, that the Representative of the Noteholders agrees to provide to FSA upon request by FSA a Notice of Demand and a Deed of Subrogation in respect of any such payments made by FSA. Any failure by the Representative of the Noteholders to perform its obligations pursuant to this Clause 3.2 shall not affect the continuing validity of this FSA Financial Guarantee or affect the right of the Representative of the Noteholders to issue subsequent Notices of Demand in accordance with the terms of this FSA Financial Guarantee.

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3.3 Following Acceleration, FSA may elect at any time and from time to time thereafter, by not less than two Business Days’ prior written notice to the Representative of the Noteholders, to pay on the date specified in such notice, an amount equal to all or any portion of the Principal of the Class A2 Notes. Such notice shall be irrevocable and shall oblige FSA to make such payment on the specified date, together with any Scheduled Interest then due and payable. If so requested by FSA at the time FSA gives such written notice, the Representative of the Noteholders shall promptly deliver to FSA a Notice of Demand and a Deed of Subrogation.

3.4 Scheduled Payments guaranteed hereunder shall not include Scheduled Interest in respect of any Scheduled Principal paid before the Scheduled Payment Date on which such Scheduled Principal would otherwise have become due and payable by the Issuer, accruing from after the date of such payment of Principal.

3.5 FSA’s obligations hereunder in respect of Scheduled Payments shall be discharged to the extent such amounts are paid by:

3.5.1 the Issuer in accordance with the Conditions; or

3.5.2 FSA or the Fiscal Agent as provided herein,

whether or not such funds are properly applied by the Representative of the Noteholders or any person to whom FSA, pursuant to the terms of this FSA Financial Guarantee, makes such payment in accordance with the directions of the Representative of the Noteholders pursuant to Clause 3.1 (except in any such case as otherwise provided in Clause 4 of this FSA Financial Guarantee), provided, however, that payment by FSA to a Fiscal Agent shall not discharge FSA’s obligations hereunder in respect of the Scheduled Payments.

3.6 This FSA Financial Guarantee does not guarantee payment by or on behalf of the Representative of the Noteholders or by any Paying Agent of Scheduled Payments due and payable to the Class A2 Noteholders.

4. Notices and Conditions to Payment in Respect of Scheduled Payments avoided as Preference Payments

4.1 If any Scheduled Payment is avoided in whole or in part as a Preference Payment under any applicable Italian bankruptcy, insolvency, receivership or similar law (including, without limitation, " fallimento " and " liquidazione coatta amministrativa " within the meanings ascribed to those expressions by the laws of the Republic of Italy) ("Applicable Insolvency Law ") or is recovered as a Preference Payment from the Representative of the Noteholders or any Class A2 Noteholder under Applicable Insolvency Law pursuant to a final non-appealable order of a court of competent jurisdiction (each such Scheduled Payment, a "Recovered Amount "), FSA will pay such amount out of its own funds on the later of:

4.1.1 the date when it is due to be paid pursuant to the Order (as defined below); or

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4.1.2 the first to occur of:

(i) the fourth Business Day following Receipt by FSA from the Representative of the Noteholders of: (A) a certified copy of the final, non-appealable order of the relevant court, to the effect that the relevant Class A2 Noteholder (or the Representative of the Noteholders on behalf of the Class A2 Noteholder) is required to return Principal of or Interest paid on the Class A2 Notes during the Term of this FSA Financial Guarantee because such payments were void, invalid or otherwise recoverable under Applicable Insolvency Law (the "Order "); (B) a certificate of the relevant Class A2 Noteholder (or the Representative of the Noteholders on behalf of the relevant Class A2 Noteholder) that the Order has been entered and is not subject to any stay; and (C) an assignment duly executed and delivered by the relevant Class A2 Noteholder or the Representative of the Noteholders on behalf of the relevant Class A2 Noteholder, in such form as is reasonably required by FSA, and provided to the relevant Class A2 Noteholder and the Representative of the Noteholders by FSA, irrevocably assigning to FSA all rights and claims of the Class A2 Noteholder (subject to the provisions of the Conditions) relating to or arising under the Class A2 Notes against the estate of the Issuer or otherwise with respect to such preference payment; or

(ii) the date of receipt by FSA from the Representative of the Noteholders of the items referred to in sub-paragraphs (A), (B), and (C) above if, at least four Business Days prior to such date of Receipt, FSA shall have received written notice from the Representative of the Noteholders that such items were to be delivered on such date and such date was specified in such notice,

to the extent of such recovery.

4.2 Any payment required to be made under Clause 4.1 shall be paid by FSA or the Fiscal Agent to the liquidator, receiver, administrative receiver, administrator, special administrator, conservator, debtor-in-possession or trustee in bankruptcy or other insolvency or similar officer named or identified by reference in the Order or such other person entitled to receipt of the payment under the relevant Applicable Insolvency Law or as may be named or identified by reference to the Order and not to the Representative of the Noteholders or any Class A2 Noteholder directly (unless such person has previously paid such amount to the liquidator, receiver, administrative receiver, administrator, special administrator, conservator, debtor-in-possession, trustee in bankruptcy or other insolvency or similar officer named or identified by reference to the Order or such other person entitled to receipt of the payment under Applicable Insolvency Law, in which case such payment shall be paid by FSA to the Representative of the Noteholders for distribution to the relevant Class A2 Noteholder(s) for application to the payment of any

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such void, invalid or recoverable Scheduled Payment upon proof of such payment by such person reasonably satisfactory to FSA). In connection with the foregoing, FSA shall have the rights contained in Condition 3.7 and Section 12 of the Intercreditor Agreement.

4.3 For the avoidance of doubt, Clause 4.1 shall not apply where payment of a Scheduled Payment to the Class A2 Noteholder is avoided by reason of the insolvency, receivership or administration of the Representative of the Noteholders or any Paying Agent or the application of Applicable Insolvency Law applicable to the Representative of the Noteholders or any Paying Agent.

5. Subrogation

5.1 Without prejudice to the provisions of Clauses 5.2 to 5.4, FSA shall be subrograted to the rights of the Representative of the Noteholders and each Class A2 Noteholder to receive payments under the Class A2 Notes (including, without limitation, any rights and benefits attached to any security granted at law, by contract or under the Conditions or otherwise for the Guaranteed Obligations) to the extent of any payment by FSA hereunder (including any Principal due and payable by the Issuer upon Acceleration of the Guaranteed Obligations and any accrued interest to the date of Acceleration that FSA may elect in its sole discretion to pay).

5.2 Upon FSA or any person on its behalf making any payment in respect of any Affected Guaranteed Obligation(s), including, for the avoidance of doubt, any Accelerated Payments and any Recovered Amounts, to the Account and said payment being credited thereto, FSA shall, to the extent of any such payment, be fully and automatically subrogated pursuant to applicable law and, to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A2 Noteholders in respect of the Affected Guaranteed Obligations and/or any Accelerated Payments (as the case may be) (including, without limitation, any rights and benefits attached to, and any security granted at law by contract or under the Conditions and the Intercreditor Agreement or otherwise in respect of, the Affected Guaranteed Obligations) and to all interest accrued or accruing thereon.

5.3 Such payments shall be made only upon presentation of the Notice of Demand (and, concurrently upon receipt of payment, a deed of subrogation ( atto di conferma della surroga ) in the form of the annex to the Notice of Demand) or other instrument or assignment in form and substance satisfactory to FSA, transferring to FSA all rights in respect of the relevant Affected Guaranteed Obligations to receive the principal of and interest on such Affected Guaranteed Obligations, free of any adverse claim, subject to provisions 5.4 and 5.5.

5.4 FSA agrees that the delivery by the Representative of the Noteholders of a duly completed Notice of Demand is to be treated, to the extent of any amount paid by FSA to the Account and said payment being credited thereto in respect of (A) Scheduled Interest and (B) Scheduled Principal, as an irrevocable offer by the Class A2 Noteholders to assign and transfer to FSA free of any adverse claim:

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(i) in the case of amounts in respect of (A) above ( Scheduled Interest ), all of their rights ( cessione del credito ) under the Affected Guaranteed Obligations to receive payment of Interest (including, for the avoidance of doubt, any default or deferred interest) not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon;

(ii) in the case of amounts in respect of (B) above ( Scheduled Principal ), all of their rights ( cessione del credito ) under the Affected Guaranteed Obligations to receive payment of the Principal not paid by the Issuer on the relevant Scheduled Payment Date or such earlier date on which it fell due for payment and to all interest accrued or accruing thereon; and

(iii) in addition, if upon payment by FSA in respect of (A) ( Scheduled Interest ) and (B) ( Scheduled Principal ) above. there are no outstanding claims of the Class A2 Noteholders against the Issuer in respect of the Guaranteed Obligations (including those claims which fell due on any other Scheduled Payment Date), the Class A2 Notes and all of the rights of the Class A2 Noteholders thereunder (including without limitation the right to receive all amounts payable thereunder whether or not such amounts are Scheduled Payments) ( cessione dei titoli ).

5.5 Payment by FSA in respect of the relevant Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand shall constitute, to the extent indicated above, acceptance of such offer by FSA. Such offer and acceptance shall be governed by Italian law.

6. Amendment or Termination This FSA Financial Guarantee sets forth in full the financial guarantee of FSA in relation to the Class A2 Notes, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto, or by the merger, reorganisation or dissolution of the Issuer. Except to the extent expressly agreed by FSA in writing, the fees paid in respect of this FSA Financial Guarantee are non- refundable for any reason whatsoever, including payment, or provision being made for payment, of the Guaranteed Obligations prior to maturity. This FSA Financial Guarantee may not be cancelled or revoked during the Term of this FSA Financial Guarantee.

7. Governing Law and Jurisdiction

7.1 This FSA Financial Guarantee shall be governed by and construed in accordance with English law.

7.2 The courts of England shall have jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes which may arise out of or in connection with this FSA Financial Guarantee.

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8. Fiscal Agent At any time during the Term of this FSA Financial Guarantee, FSA may appoint a fiscal agent in London, Milan or Luxembourg (the "Fiscal Agent ") for purposes of this FSA Financial Guarantee by written notice to the Representative of the Noteholders at the notice address specified in or pursuant to the Intercreditor Agreement specifying the name and notice address of the Fiscal Agent. From and after the date of receipt of such notice by the Representative of the Noteholders: (i) copies of all notices and documents required to be delivered to FSA pursuant to this FSA Financial Guarantee shall be simultaneously delivered to the Fiscal Agent and to FSA and shall not be deemed Received until Received by both; and (ii) all payments required to be made by FSA under this FSA Financial Guarantee may be made directly by FSA or by the Fiscal Agent on behalf of FSA. The Fiscal Agent is the agent of FSA only and (without prejudice to the obligations of FSA) the Fiscal Agent shall in no event be liable to any Class A2 Noteholder for any acts of the Fiscal Agent or any failure of FSA to deposit, or cause to be deposited, sufficient funds to make payments due under this FSA Financial Guarantee.

9. Waiver of Defence To the fullest extent permitted by applicable law, FSA agrees not to assert and hereby waives, for the benefit of the Representative of the Noteholders and each Class A2 Noteholder, all rights (whether by counterclaim, set-off or otherwise) and defences (including, without limitation, the defence of fraud) whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defences may be available to FSA to avoid payment of its obligations under this FSA Financial Guarantee in accordance with the express provisions of this FSA Financial Guarantee. Nothing in this paragraph shall be construed to limit or otherwise impair FSA’s right to pursue recovery or claims (based on contractual rights, securities law violations, fraud or other causes of action) against any person or entity, or, except as required in paragraph 4 hereunder, to require payment by FSA of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this FSA Financial Guarantee or the Guaranteed Obligations. Nothing in this FSA Financial Guarantee shall be construed to require payment to the extent any force majeure event or governmental act prevents FSA from performing its obligations under this FSA Financial Guarantee or such performance is otherwise rendered impossible, in which event FSA agrees to (i) use commercially reasonable efforts to perform its obligations under this FSA Financial Guarantee notwithstanding such force majeure event, governmental act or impossibility of performance and (ii) perform its obligations under this FSA Financial Guarantee promptly following cessation of such force majeure event, governmental act or impossibility of performance.

10. Transfer The rights and obligations of FSA hereunder may be transferred to any Affiliate of FSA (including, for the avoidance of doubt, Financial Security Assurance Inc. (through a

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London branch thereof or otherwise) or Financial Security Assurance International Limited) subject to the requirements of the Conditions and the Intercreditor Agreement and provided that:

10.1 no FSA Event of Default has occurred and is continuing at the time of such transfer or would occur as a result of such transfer;

10.2 FSA or such transferee delivers to the Representative of the Noteholders written confirmation from Moody’s and S&P (having met any conditions that Moody's and/or S&P may impose) that, at the time of and immediately following any such transfer, the claims paying ability of such Affiliate was rated at least equal to the claims paying ability of FSA at that time; and

10.3 FSA or such transferee thereafter delivers to the Representative of the Noteholders written notice of any such transfer and such transferee assumes the obligations of FSA under this FSA Financial Guarantee and the other Transaction Documents (including, without limitation, the Intercreditor Agreement) to which FSA is a party, whereupon, without further action, FSA will be released from its obligations under this FSA Financial Guarantee.

11. Notices All notices to be given hereunder shall be in writing (except as otherwise specifically provided herein) and shall be mailed by registered mail or personally delivered or faxed as set out below. If a Notice of Demand is faxed to FSA, the Representative of the Noteholders shall simultaneously confirm transmission by telephone to FSA at its telephone number set out below and, as soon as reasonably practicable, deliver the original Notice of Demand to FSA at its address below.

To FSA:

Financial Security Assurance (U.K.) Limited 1 Angel Court London EC2R 7AE United Kingdom

Attention: Managing Director

Re: FSA Financial Guarantee No: [•]-UK

Fax No: 0207 796 3540

Confirmation: 0207 796 4646

With a copy to:

Financial Security Assurance Inc. 31 West 52 nd Street

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New York, New York 10019 USA

Attention: Managing Director – Surveillance

Re: FSA Financial Guarantee No: [•]-UK

Fax No: (212) 339 3518

Confirmation: (212) 826 0100

To the Representative of the Noteholders:

Citicorp Trustee Company Limited Citigroup Centre, 14 th Floor 33 Canada Square Canary Wharf London E14 5LB United Kingdom

Fax No: +44 207 500 5898

Attention: Agency and Trust

FSA or the Representative of the Noteholders may specify a different address or addresses by notice to each of the parties hereto.

12. Withholdings All payments by or on behalf of FSA under this FSA Financial Guarantee shall be made without withholding or deduction for, or on account of, any present or future tax, duties, assessments or other governmental charges of whatever nature, unless the withholding or deduction of such tax, assessment, or other governmental charge is required by law or regulation or administrative practice of any jurisdiction. If any such withholding or deduction is required, FSA shall pay such amounts net of such withholding or deduction and shall account to the appropriate tax authority for the amount required to be withheld or deducted. FSA shall not be obliged to pay any amount to the Representative of the Noteholders or any Class A2 Noteholder in respect of the amount of such withholding or deduction.

13. Surrender of FSA Financial Guarantee The Representative of the Noteholders shall deliver its original engrossment of this FSA Financial Guarantee to FSA upon expiration of the Term of this FSA Financial Guarantee.

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14. Third Party Rights No person shall have any rights under the United Kingdom Contracts (Rights of Third Parties) Act 1999 to enforce any term of this FSA Financial Guarantee.

15. Entire Agreement This FSA Financial Guarantee constitutes the entire agreement between FSA and the Representative of the Noteholders in relation to FSA’s obligations to make payments to the Representative of the Noteholders in respect of the Guaranteed Obligations and supersedes any previous agreement between FSA and the Representative of the Noteholders in relation thereto.

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IN WITNESS WHEREOF , this FSA Financial Guarantee has been executed and delivered as a deed by FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED on the date stated at the beginning of this FSA Financial Guarantee.

Executed and delivered as a deed

FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED

By ______

Authorised Officer

Countersignature:

By ______

Authorised Officer

Management Committee

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EXHIBIT A TO FSA FINANCIAL GUARANTEE Notice of Demand

Financial Security Assurance (U.K.) Limited 1 Angel Court London EC2R 7AE United Kingdom

The undersigned, a duly authorised officer of [Name of the Representative of the Noteholders] (the "Representative of the Noteholders ", which expression shall include any additional or successor representative appointed pursuant to the terms of the Rules of the Organisation of Noteholders and the Intercreditor Agreement as legal representative of the Organisation of Noteholders), hereby certifies to Financial Security Assurance (U.K.) Limited ("FSA "), with reference to FSA Financial Guarantee No. [•] dated [•] 2007 (the "FSA Financial Guarantee ") issued by FSA in respect of the Scheduled Principal and Scheduled Interest owing by Posillipo Finance II S.r.l. (the "Issuer ") pursuant to the Series 2007-1 Euro 870,000,000 Asset-Backed Floating Rate Notes due 2035 issued by the Issuer (the "Class A2 Notes "), that:

(i) The Representative of the Noteholders is the legal representative of the Organisation of Noteholders pursuant to the terms of the Rules of the Organisation of Noteholders and the Intercreditor Agreement.

(ii) The amount due in respect of Scheduled Payments pursuant to this notice of demand is Euro [ •] (the "Amount Demanded "). The Representative of the Noteholders confirms that [NOTE: DELETE THOSE OF THE OPTIONS SET OUT IN (a), (b) or (c) WHICH DO NOT APPLY]:

(a) [it has been notified by the Calculation Agent pursuant to clause 5 of the Cash Management and Agency Agreement that] the Amount Demanded referred to above constitutes the difference between Euro [ •], being the amount due on the relevant Scheduled Payment Date (being the sum of the Scheduled Principal and the Scheduled Interest due under the Class A2 Notes on that Scheduled Payment Date) and Euro [ •], being the balance standing to the credit of the Payments Account at the time of such notification which is available for distribution to the Class A2 Noteholders (or the Representative of the Noteholders on behalf of the Class A2 Noteholders) in accordance with the Transaction Documents with respect to such Scheduled Payments on such Scheduled Payment Date; or

(b) it has received written notice from FSA pursuant to Clause 3.3 of the FSA Financial Guarantee that FSA has elected to pay all or any portion of the [Principal] of the Guaranteed Obligations; and accordingly, the Amount

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Demanded constitutes the amount of the Guaranteed Obligations which FSA has elected to pay pursuant to Clause 3.3 of the FSA Financial Guarantee, together with any Scheduled Interest then due and payable; or

(c) a Scheduled Payment has been avoided in whole or in part as a Preference Payment under Applicable Insolvency Law or has been recovered as a Preference Payment from the Representative of the Noteholders and/or any Class A2 Noteholder under Applicable Insolvency Law pursuant to a final non- appealable order of a court of competent jurisdiction.

(iii) The Representative of the Noteholders is making a demand under the FSA Financial Guarantee for the Amount Demanded to be applied to the payment of Scheduled Payments.

(iv) The Representative of the Noteholders shall withdraw this Notice of Demand, or submit a restated Notice of Demand reducing the claimed Amount Demanded, if it becomes aware that the Amount Demanded has been eliminated or reduced on or prior to the Business Day before the relevant Scheduled Payment Date.

(v) The Representative of the Noteholders agrees that, following receipt of funds paid by or on behalf of FSA, it shall (or shall procure that the Italian Paying Agent shall):

(a) hold such amounts as rappresentante (agent) and apply the same directly to the payment of Scheduled Payments on the Class A2 Notes when due and payable (or, if received after the due date, immediately following receipt thereof);

(b) not apply such funds for any other purpose;

(d) maintain an accurate record of such payments with respect to each Obligation and the corresponding demand on the FSA Financial Guarantee and proceeds thereof.

(vi) The Representative of the Noteholders confirms and agrees on behalf of the Class A2 Noteholders pursuant to the FSA Financial Guarantee and Condition 3.7 that;

(a) effective as of the date on which the Amount Demanded is credited to the Account, FSA shall, to the extent of such Amount Demanded, be fully and automatically subrogated, pursuant to applicable law, and to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A2 Noteholders to payment of the Affected Guaranteed Obligations and/or any Accelerated Payments (as the case may be) (including, without limitation, any rights and benefits attached to, and any security granted at law or by contract or under the Conditions and the Intercreditor Agreement or otherwise

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in respect of, such Affected Guaranteed Obligations) and to all interest accrued or accruing thereon;

(b) delivery of this Notice of Demand to FSA constitutes an irrevocable offer by the Class A2 Noteholders to assign and transfer to FSA, to the extent of any amount in respect of (A) Scheduled Interest (including without limitation any Accelerated Payment or Recovered Amount to the extent it relates to Interest) and/or (B) Scheduled Principal (or any Accelerated Payment or Recovered Amount to the extent it relates to Principal) paid by FSA pursuant to this Notice of Demand:

(i) in case of amounts in respect of (A) above ( Scheduled Interest ), all of their rights ( cessione del credito ) under the Affected Guaranteed Obligations to receive payment of Interest (including for the avoidance of doubt, any default or deferred interest) not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon; or

(ii) in the case of amounts in respect of (B) above ( Scheduled Principal ), all of their rights ( cessione del credito ) under the Affected Guaranteed Obligations to receive payment of the Principal not paid by the Issuer on the relevant Scheduled Payment Date on such earlier date on which it fell due for payment and to all interest accrued or accruing thereon; and

(iii) in addition, if upon payment by FSA of the amounts in respect of (A) (Scheduled Interest ) and (B) ( Scheduled Principal ) above, there are no outstanding claims of the Class A2 Noteholders against the Issuer in respect of the Guaranteed Obligations (including those claims which fell due on any other Scheduled Payment Date), the Class A2 Notes and all the rights of the Class A2 Noteholder thereunder (including without limitation the right to receive all amounts payable thereunder whether or not such amounts are Scheduled Payments) ( cessione dei titoli ); and

(c) the rights (or the Class A2 Notes) which are the subject of such subrogation and assignment are free of any adverse claim and the making of any payment by FSA in respect of such Scheduled Interest or Scheduled Principal constitutes acceptance of such offer by FSA. Such offer and acceptance shall be governed by Italian law.

(vii) Payment should be made in Euro by wire transfer direct to [SPECIFY ACCOUNT].

(viii) The Representative of the Noteholders hereby undertakes to issue and deliver to FSA, concurrently upon receipt of payment of such Amount Demanded to such account reference above, a deed of subrogation ( atto di conferma della surroga ) in the form of the annex hereto or any other form reasonably satisfactory to FSA.

Unless the context otherwise requires, capitalised terms used in this Notice of Demand and not defined herein shall have the meaning provided in the FSA Financial Guarantee.

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This Notice of Demand shall be governed by and construed in accordance with English law.

IN WITNESS WHEREOF , this Notice of Demand has been executed as a deed by the Representative of the Noteholders on ___. 20__.

Executed as a deed by ) [ADD] ) Authorised Signatory )

By: Title: [Authenticated by Notary and Apostilled] 1

------For FSA or Fiscal Agent Use Only

Wire transfer sent on ______By: ______

Confirmation Number: ______

1 " Apostilled " means sealed with the "Apostille" pursuant to the Hague Convention dated 5 October 1961 (the "Hague Convention") or, if the Hague Convention is no longer in force or is not applicable, legalised for the purposes of use in the Republic of Italy.

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DEED OF SUBROGATION (Atto di conferma della surroga )

Financial Security Assurance (U.K.) Limited 1 Angel Court London EC2R 7AE United Kingdom

Attention: The Director

We refer to FSA Financial Guarantee No. [•] dated [•] 2007 (the " Policy ") and to a Notice of Demand No. [•] issued to FSA on [•], and we hereby confirm receipt of Euro [•] from FSA and confirm that FSA is subrogated pursuant to the applicable law, and to the extent applicable pursuant to Article 1201 of the Italian Civil Code, in the rights of the holders of the Series 2007- 1 Euro Notes 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 issued by Posillipo Finance S.r.l. to the extent of such amount of Euro [•] and to any right appurtenant thereto.

IN WITNESS WHEREOF , the Representative of Noteholders, as representative of the Class A2 Noteholders, has executed and delivered this Subrogation Deed ( Atto di conferma della surroga ) as of the [insert date] day of [insert date].

REPRESENTATIVE OF NOTEHOLDERS

By: Title: [Authenticated by Notary and Apostilled] 2

2 " Apostilled " means sealed with the "Apostille" pursuant to the Hague Convention dated 5 October 1961 (the "Hague Convention") or, if the Hague Convention is no longer in force or is not applicable, legalised for the purposes of use in the Republic of Italy.

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THE SWAP COUNTERPARTIES CALYON CALYON is a limited liability company incorporated in France as a société anonyme incorporated under, and governed by, the laws of France, whose registered office is at 9 Quai du Président Paul Doumer, 92920 Paris La Défense Cedex, Paris (France). CALYON is registered at the Trade and Commercial Register of Nanterre (France) under the number 304 187 701. CALYON is subject to Articles L. 225-1 et seq. of the Commercial Code. As a credit institution, CALYON is subject to Articles L. 511-1 et seq. and L. 5531-1 et seq. of the Monetary and Financial Code. As of June 2006, CALYON's shareholders' capital amounted to €3,435,953,121 divided into 127,257,523 fully paid up shares of €27 each. CALYON's share capital is directly owned more than 95% by Crédit Agricole S.A. and 99% by entities of the Crédit Agricole Group. CALYON is the corporate and investment banking arm of the Crédit Agricole Group. CALYON offers banking services to its customers on a global basis. Its two main activities are wholesale banking and capital markets and investment banking. Wholesale banking covers corporate lending and loan syndication, project finance, acquisition finance, aircraft and ship finance, export and trade finance and real estate finance. Capital markets and investment banking covers treasury and liquidity management, fixed income, foreign exchange and commodity derivatives, credit markets, equity derivatives, mergers and acquisitions, equity capital markets and equity brokerage. CALYON also runs an international private banking business in Europe out of Switzerland, Luxembourg and Monaco. The long term unsecured, unsubordinated and unguaranteed obligations of CALYON are rated “AA-“ by Standard & Poor’s and “Aa2” by Moody's at the date of this Prospectus. The short term unsecured, unsubordinated and unguaranteed obligations of CALYON are rated “A-1+” by Standard & Poor’s” and “P- 1” by Moody's at the date of this Prospectus. Any further information on CALYON can be obtained on CALYON's website at www.calyon.com. This website does not form part of this Prospectus. The information in this Section has been provided solely by CALYON for use in this Prospectus and CALYON is solely responsible for the accuracy of the information related to it. Except for the information contained in this Section, CALYON in its capacity as Swap Counterparty and its affiliates have not been involved in the preparation of, and do not accept responsibility for, this Prospectus. CREDIT SUISSE INTERNATIONAL Credit Suisse International was incorporated in England and Wales under the Companies Act 1985, on 9th May, 1990, with registered no. 2500199 and was re-registered as an unlimited liability company under the name "Credit Suisse Financial Products" on 6th July, 1990, and was renamed Credit Suisse First Boston International on 27th March, 2000. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ, telephone number +44 (0)20 7888 8888. Credit Suisse International is an English bank and is regulated as an EU credit institution by The Financial Services Authority ("Financial Services Authority") under the Financial Services and Markets Act 2000. The FSA has issued a scope of permission notice authorising Credit Suisse International to carry out specified regulated investment activities. With effect from 16th January, 2006, it was renamed "Credit Suisse International". Credit Suisse International is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of Credit Suisse International in the event of its liquidation. The joint, several and unlimited liability of the shareholders of Credit Suisse International to meet any insufficiency in the assets of Credit Suisse International will only apply upon liquidation of Credit Suisse International. Credit Suisse International is rated Aa1 by Moody’s and AA- by S&P. Credit Suisse International commenced business on 16th July, 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, foreign exchange, equities, commodities and credit. The primary objective of Credit Suisse International is to provide comprehensive treasury and risk management derivative product services. Credit Suisse International has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets. Effective 1st January, 2006, Credit Suisse Interna tional is managed as a part of the Investment Banking division of Credit Suisse in the Europe, Middle East and Africa region, and prior to that time was managed as a part of the Credit Suisse First Boston division of Credit Suisse. The newly integrated Credit Suisse is one bank and is structured along three lines of business. Investment Banking includes the products and services provided to corporate and

159

investment banking clients. Private Banking includes international and Swiss wealth management as well as services for private clients and corporate clients including pension funds in Switzerland. Asset Management includes asset management products and services. Credit Suisse owns 56 per cent., Credit Suisse (International) Holding AG (formerly known as Credit Suisse First Boston (International) Holding AG), a wholly owned subsidiary of Credit Suisse, owns 24 per cent. and Credit Suisse Group owns 20 per cent. of the Counterparty's ordinary voting shares. Credit Suisse and Credit Suisse (International) Holding AG have entered into a voting agreement relating to the election of directors. With respect to the Credit Suisse International's participating non-voting shares (other than an issue of "Class A" participating non-voting shares) Credit Suisse owns 4.9 per cent., Credit Suisse Investments (UK), (formerly known as Credit Suisse First Boston (UK) Investments) a wholly owned subsidiary of Credit Suisse, owns 75.1 per cent. and Credit Suisse Group owns 20 per cent. In addition, Credit Suisse and Credit Suisse Investments (UK) each own half of the Counterparty's "Class A" participating non-voting shares and Credit Suisse Investments (UK) owns 80 per cent. and Credit Suisse Group owns 20 per cent. of the Counterparty's perpetual non-cumulative "Class A" preference shares. Credit Suisse (International) Holding AG owns 100 per cent. of Credit Suisse International's non-cumulative "Class B" preference shares. Credit Suisse (International) Holding AG owns 42.2857 per cent. and Credit Suisse Investments (UK) owns 57.7143 per cent. of Credit Suisse International's non-cumulative "Class C" preference shares. Credit Suisse (International) Holding AG owns 100 per cent of Credit Suisse International's non-cumulative "Class D" preference shares. On 15th March, 2006 the total authorised share capital of Credit Suisse International increased from USD 3,300,000,000 to USD 4,000,000,000 by the creation of a new class of shares being 700,000,000 "Class E" preference shares of USD 1 each, of which USD 535,000,000 was issued to Credit Suisse (International) Holding AG. Credit Suisse (International) Holding AG owns 100 per cent of the Counterparty's non- cumulative "Class E" preference shares. LEHMAN BROTHERS INTERNATIONAL (EUROPE) Lehman Brothers International (Europe) (“LBIE”), a wholly-owned subsidiary of Lehman Brothers Holdings Inc., is incorporated in England and Wales. LBIE’s activities include trading and broking fixed income financial instruments, syndicating and underwriting new security issues, and stockbroking in relation to securities in many major and emerging markets around the world. LBIE is authorised by the Financial Services Authority and is a member of the London Stock Exchange and various continental European exchanges. LBIE has branches in Amsterdam, Frankfurt, Madrid , Milan, Paris, Stockholm, Tel Aviv, Zurich and Seoul and Dubai. LBIE benefits from a full guarantee from Lehman Brothers Holdings Inc. The registered address of LBIE is 25 Bank Street, London E14 5LE, United Kingdom. Lehman Brothers Holdings Inc. Lehman Brothers Holdings Inc. (“LBHI”), incorporated in Delaware, is the ultimate parent company of LBIE. LBHI was incorporated in 1983 as a vehicle to provide funding for the daily working capital needs of subsidiaries, other than Lehman Brothers Inc. (“LBI”). In that capacity, LBHI serves as a clearinghouse for internally and externally generated funds. LBHI funds its activities through a combination of master notes, commercial paper, bank credit facilities and other money market related instruments, medium and long-term debt and a three-year $2 billion committed, unsecured flexible cash capital facility. LBHI has a medium term note (MTN) programme rated “A+”, “A1” and “A+” by S&P, Moody’s and Fitch, respectively. LBHI and LBI share a $9 billion commercial paper programme rated “A-1”, “P-1” and “F-1+” for LBHI and “A-1+”, “P-1” and “F-1+” for LBI by S&P, Moody’s and Fitch, respectively. LBHI also shares a $3 billion multi-currency euro commercial paper programme with Lehman Brothers Treasury Co. BV (The Netherlands). The registered address of LBHI is: Suite 400, 2711 Centreville Road, Wilmington, Delaware 19808, United States of America. The long-term senior unsecured and unsubordinated debt rating of LBHI was A1 by Moody’s, A+ by S&P and A+ by Fitch as at the date of this Prospectus.

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USE OF PROCEEDS The proceeds arising out of the subscription of the Notes, being approximately Euro 1,740,000,000, will be applied by the Issuer to pay to the Bridge Loan Lenders in full all the remaining amounts outstanding pursuant to the Bridge Loan Agreement on the Issue Date.

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TRANSACTION DOCUMENTS The descriptions of the Transaction Documents set out below are summaries of certain features of such Transaction Documents and are qualified by reference to the detailed provisions of the terms and conditions of the Transaction Documents. Prospective Noteholders may inspect copies of the Transaction Documents upon request at the registered office of each of the Representative of the Noteholders and the Luxembourg Paying and Listing Agent. SORESA TRANSFER AGREEMENTS AND TRANSFER AGREEMENTS Introduction Pursuant to transfer agreements executed between the Transferor and certain suppliers of the Health Authorities of the Region (the “Suppliers”) on 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007 (the “Soresa Transfer Agreements”), the Transferor purchased from the Suppliers certain claims which: (i) derive from supply contracts of medical equipment and services between the Suppliers and the Health Authorities of the Region up to 31 December 2005, (ii) have been certified by the relevant Health Authorities, (iii) are the subject of settlement agreements between the Health Authorities and the Suppliers and their relevant factors and collectors (the “Settlement Agreements”), and (iv) have been restructured in accordance with the terms and conditions of deferral agreements entered into between the Transferor and the Health Authorities (the “Deferral Agreements”) (the “Receivables”). Pursuant to receivables transfer agreements executed between the Issuer and the Transferor, on 2 March 2007 (as amended on 14 March 2007), 20 March 2007, 26 March 2007, 29 March 2007 and 31 March 2007 (each a “Transfer Date”) and the transfer deeds relating thereto (collectively, the “Transfer Agreements”), the Issuer has purchased from the Transferor on a non-recourse basis (pro soluto) and in accordance with the Securitisation Law all rights, title and interest in and to the Receivables. By delegations under Article 1268 and following of the Italian Civil Code executed on 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007) between the Region, each of the Health Authorities and the Issuer, each of the Health Authorities has delegated the Region to pay to the Issuer, on each Region Payment Date in 58 semi- annual instalments, an amount equal to the amounts due by it under the Receivables, which may not be prepaid without prior written consent of the Issuer (the “Delegations”). The first semi-annual instalment of the Delegations, paid by the Region to the Issuer on the Region Payment Date of 30 April 2007, was used by the Issuer to partially repay the Bridge Loan. Payments on the Receivables to the Issuer shall be made in other 57 equal semi-annual instalments of Euro 59,967,948 each. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). Selection of the Receivables The Receivables have been selected on the basis of the objective criteria specified in the Transfer Agreements (the “Criteria”). Effectiveness of the Transfer Pursuant to the combined provisions of Article 4 of the Securitisation Law and Article 58 of the Consolidated

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Banking Act for each Transfer Agreement, a notice of the sale of the Receivables to the Issuer was: (i) registered with the Register of Enterprises of Rome on 26 April 2007, 16 May 2007 and 20 June 2007; and (ii) published in the Official Gazette, Second Series, No. 66 of 9 June 2007. In addition, pursuant to Articles 69 and 70 of the Decree 2440/1923: (a) the Transfer Agreements were executed by a private deed authenticated by a Notary Public for each of the Health Authorities being the assigned debtor of the relevant Receivables; (b) (i) the transfer of the Receivables was communicated to the Health Authorities; and (ii) following such communication each of the Health Authorities has acknowledged and accepted such transfer. Purchase Price As consideration for the purchase of the Receivables the Issuer has paid to the Transferor the Purchase Price. The aggregate Purchase Price of all Receivables amounts to Euro 1,765,229,345.99. The payment of the Purchase Price has been funded by the Issuer by means of the Bridge Loan. Representations and Warranties The Transfer Agreements contain representations and warranties by the Transferor that, inter alia: (a) the entering into and performance by it of the Transfer Agreements has been duly authorised and the persons signing such agreement on its behalf have the necessary power to do so; (b) the Receivables transferred by it comply with the Criteria; (c) the Receivables are wholly and exclusively owned by it, are unconditionally and freely disposable by it and are free and clear of all third party rights and are therefore freely assignable to the Issuer; and (d) it is not insolvent and is not subject to any insolvency procedure. Limited Recourse Obligations and Non-Petition Undertaking Pursuant to the Transfer Agreements, the Transferor: (i) has acknowledged and agreed that the obligations of the Issuer to make any payment under the Transfer Agreements are limited recourse obligations of the Issuer, conditional upon and limited to the Issuer Available Funds which will be applied for the relevant purpose in accordance with the applicable Order of Priority; and (ii) has undertaken to the Issuer not to commence any liquidation or other bankruptcy proceedings against the Issuer until the expiration of at least one year and one day following the full repayment or cancellation of all the Notes. Governing Law and Jurisdiction The Transfer Agreements are governed by and will be construed in accordance with Italian law. The Courts of Naples will have exclusive jurisdiction to settle any dispute which may arise under the Transfer Agreements. SERVICING AGREEMENT Introduction On or before the Issue Date, the Issuer, the Servicer and the Representative of the Noteholders will enter into the Servicing Agreement under which the Servicer shall agree to collect any amount due under the Delegations and the Receivables on behalf of the Issuer and in compliance with the Securitisation Law. Appointment and Duties of the Servicer – The Servicer Report Pursuant to the Servicing Agreement, the Servicer shall act as mandatario con rappresentanza of the Issuer (attorney with the power to act in the name and on behalf of the Issuer) and shall be entrusted as the “soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e pagamento” (entity entrusted with collection of transferred receivables and cash and payment services) pursuant to the Securitisation Law and in relation to the services provided for in the Servicing Agreement. In connection with its appointment, the Servicer shall also monitor the compliance of the Securitisation with the Securitisation Law and the Prospectus. Pursuant to the Servicing Agreement the Servicer shall: (i) request and collect any amounts due by the Region under the Delegations and/or by the Health Authorities in respect of the Receivables; (ii) upon receipt of the relevant accounts report from the Transaction Bank, as provided for in the Cash Management and Agency Agreement, within one Swap Business Day after each Valuation Date, provide a report in electronic form to the Issuer, the Calculation Agent, the Issuer Corporate Servicer, the Joint Lead Managers, the Monolines, the Swap Counterparties, the Italian Paying Agent, the Rating Agencies and the Representative of the Noteholders, setting out, inter alia, any difference

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between the amounts paid by the Region into the Collection Account and the amounts required to be paid by the Region in respect of the Delegations as set out in the Servicing Agreement (the “Servicer Report”); (iii) if the Region defaults in making any payments required to be made by it pursuant to the Delegations on the due dates, on the same date and in any event not later than the immediately following Business Day notify the Issuer, the Monolines, the Rating Agencies, the Swap Counterparties, the Joint Lead Managers and the Representative of the Noteholders; (iv) after the occurrence of a Trigger Event in accordance with the Conditions and the Intercreditor Agreement as a result of the Region’s default in making any payments required to be made by it pursuant to the Delegations, under the instructions of the Representative of the Noteholders, acting pursuant to the Intercreditor Agreement, promptly carry out any due and necessary procedures against the Region for the enforcement of the Delegations and, if so instructed by the Representative of the Noteholders (acting in accordance with the Intercreditor Agreement), against the Health Authorities in respect of the Receivables and the recovery of the amounts due thereunder. Termination of Appointment The appointment of the Servicer shall continue (unless otherwise terminated) until the full repayment or cancellation of the Notes and the Monolines have confirmed in writing the full repayment of any obligations to any of the Monolines under the Transaction Documents. Pursuant to the Servicing Agreement: (i) the Issuer may, with the prior written consent of the Representative of the Noteholders (acting in accordance with the Intercreditor Agreement) and shall if so instructed by the Controlling Party at any time revoke the appointment of the Servicer by giving not less than 30 (thirty) days' notice to the Servicer (with a copy to the Representative of the Noteholders, the Rating Agencies, the Swap Counterparties, the Joint Lead Managers and the Monolines); and (ii) the appointment of the Servicer shall terminate forthwith if: (a) the Servicer becomes incapable of acting in accordance with the requirements of article 2, paragraph 6, of the Securitisation Law; or (b) the Servicer becomes unable to pay its debts as they fall due; or (c) the Servicer takes any action for a readjustment or deferment of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors; or (d) an order is made or an effective resolution is passed for the winding-up of the Servicer; or (e) an event occurs which has an analogous effect to any of the foregoing; or (f) the Servicer is in breach of one or more of its duties under the Servicing Agreement and where such breach is capable of being remedied, such breach has been remedied within 10 calendar days from its occurrence; or (g) the Servicer is downgraded and, as a result of such downgrading, fails to qualify as an Eligible Institution; (iii) the Servicer may at any time withdraw from the Servicing Agreement by giving not less than 30 (thirty) days notice to the Issuer (with a copy to the Representative of the Noteholders, the Rating Agencies, the Swap Counterparties, the Monolines and the Joint Lead Managers), provided however that, such revocation, termination or withdrawal (as the case may be) shall not take effect until a successor of the Servicer that meets certain criteria set out in the Servicing Agreement has been duly appointed. Servicing Fees Under the terms of the Servicing Agreement, the Servicer is entitled (i) to receive from the Issuer a servicing fee to be paid in arrears on each Payment Date in accordance with the applicable Order of Priority; and (ii) to be reimbursed by the Issuer, on each Payment Date and in accordance with the applicable Order of Priority, for any costs (including legal costs) and all reasonable and documented expenses properly incurred by it in relation to the performance of its activities thereunder. The Servicer has covenanted with the Issuer that at any time, whether before or after a Trigger Notice has been served, it will not set off or claim to set off any amount, which the Issuer is or will become obliged to pay to it, against any amount, which it is or will become obliged to pay to the Issuer or to claim any lien or other rights over any amounts held by it on behalf of the Issuer on any account whatsoever. Governing Law and Jurisdiction

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The Servicing Agreement is governed by and will be construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Servicing Agreement. CASH MANAGEMENT AND AGENCY AGREEMENT Introduction On or before the Issue Date, the Issuer, the Calculation Agent, the Transaction Bank, the Paying Agents, the Servicer, the Luxembourg Paying and Listing Agent, the Swap Counterparties, the Monolines and the Representative of the Noteholders will enter into the Cash Management and Agency Agreement. The Calculation Agent The Calculation Agent agrees to provide certain cash administrative and calculation services on behalf of the Issuer, including preparing and delivering of the following reports: (i) on or prior to each Calculation Date, a report containing details of amounts to be paid by the Issuer on the immediately following Payment Date, in accordance with the applicable Order of Priority, to be delivered to the Issuer, the Representative of the Noteholders, the Transaction Bank, the Paying Agents, the Servicer, the Issuer Corporate Servicer, the Swap Counterparties, the Monolines, the Rating Agencies, the Luxembourg Paying and Listing Agent and, in the case of a Payments Report delivered following the service of a Trigger Notice, each of the Other Issuer Creditors (the “Payments Report”); (ii) on or prior to the fifth Business Day before each Payment Date, a report containing the details of any expected shortfall in respect of the Scheduled Interest and the Scheduled Principal on the Notes on the following Payment Date (if any), to be delivered to the Issuer, the Representative of the Noteholders and to the Monolines (the “Shortfall Report”); (iii) after the service of a Trigger Notice following the occurrence of a Trigger Event, on the same day as any Recoveries are received, which, - also aggregated with other Recoveries in respect of which a report, as set out below, has not been delivered - exceed the amount of Euro 10,000 and/or any Collections are received by the Issuer, a report containing details of the application of such Collections and/or Recoveries and of the relevant payments to be made on the relevant due date, in accordance with the relevant provisions of the Post-Acceleration Order of Priority (the “Recoveries Payment Report”); (iv) five Business Days after each Payment Date, a report, containing information on the amounts paid under the Delegations, the Receivables and the Notes with reference to the immediately preceding Collection Period as well as the preceding Interest Period (the “Investors Report”). The Paying Agents The Italian Paying Agent agrees to perform certain payment services, including arranging for the payment of principal and interest to the Noteholders and payments to be made in this respect to the Noteholders by using the amounts received from each Monoline pursuant to the relevant Financial Guarantee. The Principal Paying Agent agrees to provide certain calculation services, including the determination of the Rate of Interest applicable to each Class of Notes. The Transaction Bank The Transaction Bank agrees (i) to establish and maintain the Collection Account, the Payments Account, the Equity Capital Account and the Reserve Account in the name of the Issuer, (ii) to keep separate evidence of the amounts paid by the Region and by the Health Authorities and of the Collections and the Recoveries, (iii) to provide the Issuer, the Representative of the Noteholders, the Servicer, the Monolines, the Issuer Corporate Servicer and the Calculation Agent, on or prior to each Valuation Date, with a report of each of the above mentioned accounts (the “Transaction Bank Report”), (iv) to deliver, by 10.00 a.m. Milan time on the first Swap Business Day after each Region Payment Date, a preliminary notice to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on such Region Payment Date and the amounts actually paid by the Region into the Collection Account on the same date (the “Preliminary Swap Shortfall Notice”); and (v) to deliver, by 5 p.m. Milan time on the first Swap Business Day after each Valuation Date, a notice to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on the immediately preceding Region Payment Date and the amounts

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actually paid by the Region into the Collection Account in respect of such Delegations up to and including such Valuation Date (the “Swap Shortfall Notice”). Collateral Account Pursuant to the Cash Management and Agency Agreement, the Representative of the Noteholder shall instruct the Issuer to open a Collateral Account in the event that any Collateral Amounts are to be posted pursuant to any CSA. Governing Law and Jurisdiction The Cash Management and Agency Agreement will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Cash Management and Agency Agreement. INTERCREDITOR AGREEMENT Introduction On or before the Issue Date, the Issuer, the Noteholders (acting through the Representative of the Noteholders), the Joint Lead Managers, the Other Issuer Creditors and the Quotaholder will enter into the Intercreditor Agreement. Representative of the Noteholders and Controlling Party Pursuant to the Intercreditor Agreement: (i) provisions are made as to the application of the Collections and Recoveries and of the other Issuer Available Funds in accordance with Condition 5 (Orders of Priority) and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise the Issuer’s Rights; (ii) the Controlling Party may from time to time issue directions, instructions and authorisations to the Representative of the Noteholders with regard to the exercise (or non-exercise) of any right of the Representative of the Noteholders (i) to take any Enforcement Action and exercise any Enforcement Rights and (ii) to exercise any other right, power and discretion under the Transaction Documents or conferred upon it by virtue of, or pursuant to, the Securitisation Law or its appointment as the agent and representative of the Noteholders and the Other Issuer Creditors, and the Representative of the Noteholders shall comply with, act on and implement such directions, instructions and authorisations and will not be required to verify the accuracy and lawfulness of such authorisations, directions and instructions; (iii) the Representative of the Noteholders shall exercise and perform its powers, authorities, duties and discretions in accordance with (a) the joint written instructions of both Monolines for so long as each of them is the Controlling Party; or (b) the written instructions of the relevant Monoline, for so long as such relevant Monoline is the Controlling Party, and, notwithstanding any resolution adopted by the Meeting of Noteholders, it shall not be liable for so doing save in case of wilful default or gross negligence of the Representative of the Noteholders; (iv) if at any time the Representative of the Noteholders requests instructions from each of or both of the Monolines as Controlling Party, the Representative of the Noteholders shall request such instructions in writing with a letter addressed to both Monolines and then: (a) subject to (b) below, the Controlling Party shall have a period of 20 Business Days (or in the case of instructions which the Controlling Party considers require a longer period for deliberation, such longer period as the Controlling Party may reasonably require and promptly notify to the Representative of the Noteholders), in which to respond to such request for instructions; (b) if the Representative of the Noteholders, acting reasonably, is of the opinion that the matter on which it requests instructions requires a response within a period shorter than 20 Business Days, it may agree on a shorter period with the Controlling Party; (c) if the Controlling Party does not give instructions in relation to the relevant request within the period specified in (a) or (b) above, as applicable, then the Representative of the Noteholders shall itself take such action as it may consider necessary (including, where appropriate, convening a Meeting in order to obtain instructions of the Noteholders), taking into account the interests of the relevant parties in accordance with the Intercreditor Agreement and shall have no liability to the Controlling Party, the Noteholders and/or the Other Issuer Creditors for so doing, save in the case of wilful default or gross negligence;

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(v) notwithstanding the provisions above, the Representative of the Noteholders will not be required to obtain the consent of the Controlling Party to the service of a Notice of Demand (as defined in the Financial Guarantees) and the Controlling Party shall not be entitled to restrict or prohibit the service of any such Notice of Demand which the Representative of the Noteholders shall serve solely in the interests of the Noteholders following receipt of a Shortfall Report; (vi) the Representative of the Noteholders, for itself and on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors will acknowledge that, if there is a conflict between the interests of each of the Monolines and the interests of the Noteholders, the Quotaholder and/or any Other Issuer Creditor, the fact that each of the Monolines, in giving any directions and/or instructions and/or authorisations to the Representative of the Noteholders, have acted primarily or solely in their own interests does not constitute gross negligence (colpa grave) and/or wilful misconduct (dolo); (vii) the Representative of the Noteholders, on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors will also agree that the Representative of the Noteholders shall not be liable to the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors for damages, claims, losses, liabilities, costs and expenses suffered by the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors in respect of any decision, calculation or determination made, any steps and actions taken, any legal proceedings instituted, any agreement, instrument or document executed in the context of the Securitisation and/or in connection with anything done by the Representative of the Noteholders acting in its capacity as Representative of the Noteholders and as agent of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors, save in circumstances where the Representative of the Noteholders acts with gross negligence (colpa grave) and/or wilful misconduct (dolo); (viii) each of the Monolines will severally agree to indemnify and hold harmless on demand the Representative of the Noteholders against any action, proceedings, claims, losses, liabilities, costs and expenses which it may sustain or incur in connection with, or as a consequence of, the implementation of any authorisation, instructions or directions received from such Monoline pursuant to the Transaction Documents, other than to the extent caused by the gross negligence (colpa grave) and/or wilful misconduct (dolo) of the Representative of the Noteholders; (ix) the Issuer, the Representative of the Noteholders (in the name and on behalf of the Noteholders), the Joint Lead Managers, the Quotaholder and the Other Issuer Creditors will also agree and acknowledge that none of the Transaction Documents may be modified and/or amended without the prior written consent of (i) the Representative of the Noteholders (acting in accordance with the terms of the Intercreditor Agreement and the Rules of the Organisation of the Noteholders), and (ii) each of the Monolines (irrespective of whether each or both of them is the Controlling Party) for so long as any obligations (actual or contingent) remain outstanding to each of them or due from each of them under the Transaction Documents, except for following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case and notwithstanding the foregoing, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer and the Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements); (x) without prejudice to the indemnity obligations of the Monolines in favour of the Representative of the Noteholders provided for in the Intercreditor Agreement, each of the Noteholders and the Other Issuer Creditors (other than the Monolines and the Representative of the Noteholders on its behalf)

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shall agree that neither the Controlling Party nor the Representative of the Noteholders shall be liable to the Noteholders or the Other Issuer Creditors (other than the Representative of the Noteholders on its behalf) for any losses, costs, damages, expenses, liabilities, inconveniences or prejudice suffered by the Noteholders or such Other Issuer Creditor (other than the Representative of the Noteholders on its behalf) as a result of the Representative of the Noteholders following directions and/or instructions given to it from time to time by the Controlling Party; and (xi) in no circumstances shall the Representative of the Noteholders be considered to be acting in gross negligence (colpa grave) and/or wilful misconduct (dolo) if it precisely implements the instructions and directions given to it by the Controlling Party. Swap Cure Option Pursuant to the Intercreditor Agreement, each Monoline shall have the right, at its absolute discretion, to make payments to the Swap Counterparties on behalf of the Issuer in order to pay, in whole but not in part, any Relevant Unpaid Amount (the “Swap Cure Option”). The Swap Cure Option can be exercised by each of the Monolines only under the circumstances and in accordance with the procedure as provided in the Intercreditor Agreement. Notwithstanding any provisions of the Notes Swap Agreements to the contrary, a Swap Counterparty shall not be entitled to, and shall not, terminate the Notes Swap Agreements under the relevant Confirmations where there is (i) a failure to pay by the Issuer under the Notes Swap Agreements in the circumstances provided in Section 5(a)(i) of the relevant Notes Swap Agreements (and as amended therein) and/or (ii) a bankruptcy in the circumstances provided in Section 5(a)(vii) of the relevant Notes Swap Agreements (and as amended therein), and the relevant Monoline has cured the relevant failure to pay in full by the relevant Swap Cure Exercise Date. “Relevant Unpaid Amount” means, with respect to each Monoline, any amount due and payable by the Issuer, under each Confirmation entered into pursuant to the Notes Swap Agreements in relation to the Class of Notes guaranteed by such Monoline (other than in respect of an early termination of the Notes Swap Agreements), in relation to which there is a failure to pay by the Issuer on the due date for payment, together with default interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) from the Fixed Payment Date to the date of actual payment. “Swap Cure Exercise Date” means the date that is five Business Days from the date of receipt by a Monoline of the Swap Shortfall Notice. Limited recourse and no petition The Noteholders and the Other Issuer Creditors agree and undertake that (i) the obligations of the Issuer to them including, without limitation, the obligations under any Transaction Document, are limited recourse obligations of the Issuer, conditional upon and limited to the Issuer Available Funds available for such payment pursuant to the Intercreditor Agreement and in accordance with the applicable Order of Priority; and (ii) until one year and one day have elapsed following the full repayment or cancellation of the Notes and full repayment of any obligations to any of the Monolines under the Transaction Documents, they will not (i) institute against, or oinj any other person in instituting against, the Issuer any bankruptcy proceedings, reorganisation or winding up, and (ii) start, or join any person in starting a foreclosure proceeding against the Issuer or in relation to the whole or any part of the undertakings or assets of the Issuer. Governing Law and Jurisdiction The Intercreditor Agreement will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Intercreditor Agreement. SUBSCRIPTION AGREEMENT Introduction On or before the Issue Date, the Issuer, the Joint Lead Managers, the Monolines and the Representative of the Noteholders will enter into the Subscription Agreement pursuant to which: (i) the Joint Lead Managers will agree to subscribe for the Notes and pay to the Issuer the Issue Price, subject to the terms and conditions set forth therein; (ii) Citicorp Trustee Company Limited will be appointed as Representative of the Noteholders to perform the activities described in the Subscription Agreement, in the Conditions, in the Intercreditor Agreement and in the other Transaction Documents, and Citicorp Trustee Company Limited has accepted such appointment, for the period commencing on the Issue Date and ending (subject to early termination of its appointment) on the date on which all amounts payable to the Noteholders have been paid

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in full or the Notes have been cancelled in accordance with the Conditions; and (iii) the Issuer will give certain representations and warranties to the Joint Lead Managers, the Representative of the Noteholders (on its behalf) and the Monolines.. Governing Law and Jurisdiction The Subscription Agreement will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Subscription Agreement. SWAP AGREEMENTS On or before the Issue Date, the Issuer will enter two swap agreements with each of CALYON, Credit Suisse International and Lehman Brothers International (Europe) relating, respectively, to the Class A1 Notes and the Class A2 Notes (respectively, the “Class A1 Swap Agreements” and the “Class A2 Swap Agreements” and together the “Notes Swap Agreements”) in order to hedge its payment obligations under each such Class of Notes. Each Notes Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency- Cross Border), a Schedule, a CSA and a Confirmation. In addition, the Issuer will enter into a swap agreement with CALYON, Credit Suisse International and Lehman Brothers International (Europe), respectively, pursuant to which the Issuer will pay to each of the Swap Counterparties certain fixed amounts it receives in respect of the Receivables (the “Spread Swap Agreements” and together with the Notes Swap Agreements, the “Swap Agreements”). Each Spread Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency-Cross Border), a Schedule and a Confirmation. Under the terms of the Notes Swap Agreements: (i) the Issuer will pay to the relevant Swap Counterparty, on each Fixed Payment Date, the amount specified in Appendix A to each of the Confirmations of the relevant Notes Swap Agreement in respect of such Fixed Payment Date; and (ii) each Swap Counterparty will pay to the Issuer the amount specified in the Confirmation of the relevant Notes Swap Agreement (principally, the aggregate of the amounts due from the Swap Counterparties under the Notes Swap Agreements being equal to: (a) the Interest Payment Amount payable on each Class of Notes on the relevant Payment Date, (b) starting from (and including) the 18 Months Payment Date and on each Payment Date thereafter, the Scheduled Amortisation Amount due under each Class of Notes, (c) the Swap Expenses Contribution and all the amounts due and payable under the Fee Letters, all on the sixth Business Day prior to each Payment Date, and (d) the Additional Reserve Amount, on the relevant due date). Under the terms of the Spread Swap Agreements, the Issuer will pay to the relevant Swap Counterparty, on each Fixed Payment Date, the amount specified in respect of such Fixed Payment Date in Appendix A to each of the Confirmations of the relevant Spread Swap Agreement (the aggregate of such amounts, together with the amounts due from the Issuer under Notes Swap Agreements (as described in (i) above) being equal to the semi-annual fixed payment due and payable by the Region to the Issuer on the immediately preceding Region Payment Date pursuant to the Delegations). Each Swap Counterparty will pay its pro rata share of any Spread Swap Contribution to Enforcement Expenses to the Issuer on the relevant due date. If the Swap Counterparties fail to pay the Spread Swap Contribution to Enforcement Expenses, the payments which are due by the Issuer to the Swap Counterparties under the Spread Swap Agreements shall be reduced by an equal amount in accordance with the Spread Swap Agreements. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the

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Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). In the event that the Spread Swap Agreements terminate in whole in such circumstances, the Swap Counterparties will be under no further obligation to pay any Spread Swap Contribution to Enforcement Expenses (without prejudice to any amount due in that respect as at the date of termination). Rating Events of each Swap Counterparty 1. Each Swap Counterparty, any credit support provider of such Swap Counterparty (where applicable) and any of its permitted successors or assignees (a “Relevant Hedging Entity”) under the relevant Notes Swap Agreement shall, at all times, have a rating in compliance with the criteria set out by the relevant Rating Agency and Monoline and indicated in the relevant Notes Swap Agreement. 2. In the event that the Relevant Hedging Entity under the relevant Notes Swap Agreement is downgrad ed below certain required ratings as specified by the Rating Agencies and the Monolines (as described in paragraph 5 below), then in the event that the Relevant Hedging Entity does not, within a certain period of time after the occurrence of the relevant downgrade, carry out one of the following actions, in certain circumstances, the Issuer will be entitled to terminate the relevant Swap Agreement: (a) provide, or cause to be provided, a guarantee meeting certain criteria from a guarantor meeting certain criteria to the Issuer in respect of all of its present and future obligations under the relevant Swap Agreement; or (b) transfer its rights and obligations under the relevant Swap Agreement to a replacement swap counterparty meeting certain criteria; or (c) deliver eligible collateral to the Issuer in accordance with the terms of the CSA, and following such delivery, maintain such levels of collateral as are required under the CSA; (d) with respect to S&P only, take such other action as Party A may agree with S&P as will result in the shadow rating of the Notes by S&P following the taking of such action being maintained at, or restored to, the level it would have been had the relevant downgrade event not occurred. In such circumstances, the Relevant Hedging Entity may be required to deliver eligible collateral to the Issuer in accordance with the terms of the CSA until the relevant action is carried out. 3. In the event that the Relevant Hedging Entity is downgraded below certain required ratings lower than those to which paragraph 2 above applies as specified by the Monolines (as described in paragraph 5 below), then in the event that the Relevant Hedging Entity does not, within a certain period of time of the occurrence of the relevant downgrade, carry out one of the following actions, in certain circumstances, the Issuer will be entitled to terminate the relevant Swap Agreement: (a) provide, or cause to be provided, a guarantee meeting certain criteria from a guarantor meeting certain criteria to the Issuer in respect of all of its present and future obligations under the relevant Swap Agreement; or

(b) transfer its rights and obligations under the relevant Swap Agreement to a replacement swap counterparty meeting certain criteria; or

(c) deliver eligible collateral to the Issuer in accordance with the terms of the CSA, and following such delivery, maintain such levels of collateral as are required under the CSA.

In such circumstances, the Relevant Hedging Entity may be required to deliver (or continue delivering) eligible collateral to the Issuer in accordance with the terms of the CSA until the relevant action is carried out.

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4. In the event that the Relevant Hedging Entity is downgraded below certain required ratings lower than those to which paragraph 3 above applies as specified by the Rating Agencies and the Monolines (as described in paragraph 5 below), then in the event that the Relevant Hedging Entity does not, within a certain period of time of the occurrence of the relevant downgrade, carry out one of the following actions, in certain circumstances the Issuer will be entitled to terminate the relevant Swap Agreement: (a) provide, or cause to be provided, a guarantee meeting certain criteria from a guarantor meeting certain criteria to the Issuer in respect of all of its present and future obligations under the relevant Swap Agreement; or (b) transfer its rights and obligations under the relevant Swap Agreement to a replacement swap counterparty meeting certain criteria. In such circumstances, the Relevant Hedging Entity may be required to deliver (or continue delivering) eligible collateral to the Issuer in accordance with the terms of the CSA until the relevant action is carried out. 5. For these purposes: In respect of paragraph 2 above, the required ratings are: (a) in respect of Moody’s, (i) where the Relevant Hedging Entity has a Moody’s Short-term Rating, a rating of Prime-1 and a Long-term Rating of A2 or (ii) where such entity does not have a Moody’s Short-term Rating, a Long-term Rating of A1; (b) in respect of S&P, where the Relevant Hedging Entity is a Financial Institution (as defined in the Note Swap Agreements) (i) a Short-term Rating of A-1 or (ii) where such entity does not have an S&P Short-term Rating, a Long-term Rating of A+; and (c) in respect of the Monolines, a Long-term Rating of AA- by S&P and Aa3 by Moody’s. In respect of paragraph 3 above, the required ratings are in respect of the Monolines, a Long-term Rating of A+ by S&P and A1 by Moody’s. In respect of paragraph 4 above the required ratings are: (a) in respect of Moody’s, (i) where the Relevant Hedging Entity has a Moody’s Short-term Rating, a rating of Prime-2 and a Long-term Rating of A3 or (ii) where such entity does not have a Moody’s Short-term Rating, a Long-term Rating of A3; (b) in respect of S&P, (i) where the Relevant Hedging Entity is a Financial Institution (a) a Short- term Rating of A-2 or (b) where such entity does not have an S&P Short-term Rating, a Long-term Rating of BBB+ or (ii) where the Relevant Hedging Entity is not a Financial Institution (a) a Short-term Rating of A-1 or (b) where such entity does not have an S&P Short-term Rating, a Long-term Rating of A+; and (c) in respect of the Monolines, (i) a Short-term Rating of A-1 by S&P and P-1 by Moody’s or (ii) a Long-term Rating of A- by S&P and A3 by Moody’s. “Long-term Rating” means a rating assigned in respect of an entity’s long-term, unsecured and unsubordinated debt obligations. “Short-term Rating” means a rating assigned in respect of an entity’s short-term, unsecured and unsubordinated debt obligations. Collateral Account In the event that any Collateral Amounts (as defined below) are posted as collateral pursuant any CSA for a Class A1 Swap Agreement or a Class A2 Swap Agreement, the Issuer shall be obliged to open the Collateral

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Account for the Collateral Amounts (such account to be in the name of the Issuer, provided that the Collateral Amounts credited to the Collateral Account will not form part of the Issuer Available Funds and will not be available to discharge the Issuer’s obligations to the Noteholders and the Other Issuer Creditors under or pursuant to the Transaction Documents, except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Class A1 Swap Agreement or a Class A2 Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, Cash Management and Agency Agreement and the relevant Class A1 Swap Agreement or Class A2 Swap Agreement. “Collateral Amounts” means any payments made or securities delivered to the Issuer as collateral pursuant to any CSA. Gross up provisions and Tax Event Under the terms of each Swap Agreement, in the event of any withholding or deduction being required to be made in relation to any payment thereunder, (a) in respect of the payments due by the Issuer to the Swap Counterparty, the Issuer will not be obliged to gross up any payments under the Swap Agreement; (b) in respect of the payments due by the Swap Counterparty to the Issuer, the Swap Counterparty will be obliged to gross up any payments under the Swap Agreement. In the case of (a) and (b) above the Swap Counterparty has the right to terminate the Swap Agreement. In the case of (a) above, the relevant termination payment, if any, due to the Swap Counterparty (if any) following such termination will be paid to the Swap Counterparty in accordance with item (vii) of the applicable Order of Priority. In the case of (b) above, the relevant termination payment, if any, due to the Swap Counterparty (if any) following such termination will be paid to the Swap Counterparty in accordance with item (xi) of the applicable Order of Priority. Termination of the Swap Agreements The Swap Agreements will terminate on the Final Maturity Date of the Notes unless terminated earlier in accordance with their terms. In addition, the Class A1 Swap Agreements and the Class A2 Swap Agreements, but not the Spread Swap Agreements, may be terminated upon the service of a Trigger Notice. Notwithstanding any provisions of the Notes Swap Agreements to the contrary, a Swap Counterparty shall not be entitled to, and shall not, terminate the Notes Swap Agreements under the relevant Confirmations where there is (i) a failure to pay by the Issuer under the Notes Swap Agreements in the circumstances provided in Section 5(a)(i) of the relevant Notes Swap Agreements (and as amended therein) and/or (ii) a bankruptcy in the circumstances provided in Section 5(a)(vii) of the relevant Notes Swap Agreements (and as amended therein), and the relevant Monoline has cured the relevant failure to pay in full by the relevant Swap Cure Exercise Date. The Spread Swap Agreements may be terminated only upon the Issuer having notified the Swap Counterparties of the sale by it or the Representative of the Noteholder of the Receivables and/or the Delegations in accordance with the Intercreditor Agreement. Governing Law Each Swap Agreement will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the Swap Agreements. FINANCIAL GUARANTEES Introduction On or before the Issue Date: (i) Ambac will issue an unconditional and irrevocable financial guarantee (the “Ambac Financial Guarantee”) in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders); and (ii) FSA will issue an unconditional and irrevocable financial guarantee (the “FSA Financial Guarantee”) in favour of the Representative of the Noteholders (for and on behalf of the Class A2 Noteholders). Contents of the Guarantee provided under the Financial Guarantees Each Financial Guarantee is an unconditional and irrevocable financial guarantee in respect of scheduled payments of principal and interest due under the Notes in accordance with the Conditions. The payments of scheduled interest and scheduled principal which are guaranteed under the Financial Guarantees are defined as

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“Scheduled Principal” and “Scheduled Interest”, respectively, and Noteholders are referred to the forms of Financial Guarantees contained in this Prospectus for a full description of these defined terms and of the extent of the liabilities covered by the Financial Guarantees. Neither of the Financial Guarantees will guarantee the payment of any amount prior to its scheduled date for payment, including without limitation by reason of the redemption of any Notes pursuant to Condition 7.2(b) and (c) (Mandatory Redemption) and Condition 7.3 (Redemption for Taxation Reasons) or the service of a Trigger Notice as described in Condition 11 (Trigger Events). Neither Ambac nor FSA will under any circumstances be required to accelerate payment under the Ambac Financial Guarantee or the FSA Financial Guarantee respectively but may so elect. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee any accelerated payments or any additional amounts. The form of each Financial Guarantee is included under the sections entitled “Form of the Ambac Financial Guarantee” and “Form of the FSA Financial Guarantee”, respectively, of this Prospectus. Governing Law and Jurisdiction Each Financial Guarantee will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under each Financial Guarantee. AMBAC REIMBURSEMENT AND INDEMNITY AGREEMENT Introduction On or before the Issue Date, the Issuer and Ambac will enter into the Ambac Reimbursement and Indemnity Agreement, pursuant to which the Issuer will be obliged to reimburse Ambac in respect of any payment made by Ambac under the Ambac Financial Guarantee and to pay interest with respect to any such payment and Ambac will be subrogated to the rights of the Class A1 Noteholders and/or the Swap Counterparties against the Issuer in respect of any payments made by it under the Ambac Financial Guarantee, as applicable. Governing Law and Jurisdiction The Ambac Reimbursement and Indemnity Agreement will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the Ambac Reimbursement and Indemnity Agreement. AMBAC INDEMNIFICATION AGREEMENT Introduction On or before the Issue Date, the Issuer, Ambac and the Joint Lead Managers will enter into the Ambac Indemnification Agreement pursuant to which Ambac will receive certain indemnities. Governing Law and Jurisdiction The Ambac Indemnification Agreement will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the Ambac Indemnification Agreement. FSA REIMBURSEMENT AND INDEMNITY AGREEMENT Introduction On or before the Issue Date, the Issuer and FSA will enter into the FSA Reimbursement and Indemnity Agreement, pursuant to which the Issuer will be obliged to reimburse FSA in respect of any payment made by FSA under the FSA Financial Guarantee and to pay interest with respect to any such payment and FSA will be subrogated to the rights of the Class A2 Noteholders and/or the Swap Counterparties against the Issuer in respect of any payments made by it under the FSA Financial Guarantee, as applicable. Governing Law and Jurisdiction The FSA Reimbursement and Indemnity Agreement will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the FSA Reimbursement and Indemnity Agreement. FSA INDEMNIFICATION AGREEMENT

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Introduction On or before the Issue Date, the Issuer, FSA and the Joint Lead Managers will enter into the FSA Indemnification Agreement pursuant to which FSA will receive certain indemnities. Governing Law and Jurisdiction The FSA Indemnification Agreement will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the FSA Indemnification Agreement. FEE LETTERS On or before the Issue Date, the Issuer and Ambac will enter into the Ambac Fee Letter pursuant to which the Issuer has agreed to pay to Ambac certain agreed fees under the Ambac Financial Guarantee. On or before the Issue Date, the Issuer and FSA will enter into the FSA Fee Letter pursuant to which the Issuer has agreed to pay to FSA certain agreed fees under the FSA Financial Guarantee. Governing Law and Jurisdiction Each Fee Letter will be governed by and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under each Fee Letter. SECURITY DOCUMENTS Deed of Pledge over the Delegations On or before the Issue Date, the Issuer, the Noteholders (acting through the Representative of the Noteholders) and the Other Issuer Creditors will enter into the Deed of Pledge over the Delegations, executed by a private deed authenticated by a notary public and notified, on or about the Issue Date, through a court bailiff to the Region pursuant to Articles 69 and 70 of the Decree 2440/1923. Pursuant to the Deed of Pledge over the Delegations, the Issuer has created a pledge in favour of the Noteholders and the Other Issuer Creditors over all pecuniary claims and rights to which it is entitled under the Delegations. Governing Law and Jurisdiction The Deed of Pledge over the Delegations will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Deed of Pledge over the Delegations. Deed of Pledge On or before the Issue Date, the Issuer, the Noteholders (acting through the Representative of the Noteholders) and the Other Issuer Creditors will enter into the Deed of Pledge in order to create a pledge in favour of the Noteholders and the Other Issuer Creditors over: (i) all the monetary claims and rights (other than the Collections and/or the Recoveries) and all the amounts payable from time to time (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled pursuant to or in relation to the Transaction Documents (other than the Swap Agreements, the Monoline Documents and the Security Documents); and (ii) any existing or future pecuniary claims and rights deriving from the Issuer Accounts (other than the Equity Capital Account) and any sum credited from time to time thereon. Governing Law and Jurisdiction The Deed of Pledge will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Deed of Pledge. Deed of Charge On or before the Issue Date, the Issuer will execute the Deed of Charge (such deed, together with the Deed of Pledge over the Delegations and the Deed of Pledge, the “Security Documents”) in favour of the Representative of the Noteholders (on behalf of the Noteholders and the Other Issuer Creditors). Pursuant to the Deed of Charge, the Issuer will grant, in favour of the Representative of the Noteholders (on behalf of the Noteholders and the Other Issuer Creditors), security over all its rights, entitlements, benefits and interest in the Swap Agreements, the Reimbursement and Indemnity Agreements and the Indemnification

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Agreements and charge any existing or future funds, moneys and the assets standing to the credit of the Collateral Account. Governing Law and Jurisdiction The Deed of Charge will be governed by, and construed in accordance with English law. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise under the Deed of Charge. LETTER OF UNDERTAKING On or before the Issue Date, the Issuer, the Quotaholder, Amaco Services Management B.V., the Representative of the Noteholders and the Monolines will enter into the Letter of Undertaking pursuant to which the Quotaholder and Amaco Services Management B.V., as the sole director of the Quotaholder, will give certain undertakings to the Issuer, the Representative of the Noteholders and the Monolines in relation to the continued corporate existence and the management of the Issuer and will, inter alia, agree not to: (a) amend the by-laws (statuto) of the Issuer, except where such amendment is required by compulsory provisions of Italian law or by the regulatory authorities; or (b) pledge, charge or dispose of the quotas of the Issuer without the prior written consent of the Representative of the Noteholders, save as provided for in the Letter of Undertaking. Governing Law and Jurisdiction The Letter of Undertaking will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Letter of Undertaking. CORPORATE SERVICES AGREEMENTS Issuer Corporate Services Agreement On or before the Issue Date, the Issuer, the Representative of the Noteholders, the Monolines and the Issuer Corporate Servicer will enter into the Issuer Corporate Services Agreement under which the Issuer Corporate Servicer will agree to provide the Issuer with certain corporate administration and management services. The Issuer Corporate Servicer’s Duties The services to be provided by the Issuer Corporate Servicer under the Issuer Corporate Services Agreement will include inter alia: (i) the safekeeping of documentation pertaining to meetings of the Issuer's quotaholder(s) and the directors; (ii) maintaining the quotaholder’ register and the other corporate books; (iii) preparing VAT and other tax and accounting records; (iv) assisting in the preparation of the Issuer's annual balance sheet; (v) administering all matters relating to the taxation of the Issuer; (vi) preparing all the reports required by the law or the regulatory authorities; and (vii) liaising, inter alia, with the Representative of the Noteholders and other parties to the Transaction Documents. Governing Law and Jurisdiction The Issuer Corporate Services Agreement will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Issuer Corporate Services Agreement. Foundation Corporate Services Agreement On or before the Issue Date, the Issuer, the Quotaholder and the Foundation Corporate Servicer will enter into the Corporate Services Agreement, pursuant to which the Foundation Corporate Servicer will agree to provide certain corporate administrative services to the Quotaholder. Governing Law and Jurisdiction The Foundation Corporate Services Agreement will be governed by and construed in accordance with Italian law. The Courts of Milan will have exclusive jurisdiction to settle any dispute which may arise under the Foundation Corporate Services Agreement.

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ISSUER ACCOUNTS Pursuant to the Cash Management and Agency Agreement, the Issuer will, on or before the Issue Date, open in its name the following bank accounts with the Transaction Bank: (a) a euro denominated account under the title “Collection Account”: to which: (i) all the Collections and the Recoveries will be credited (and all the amounts eventually paid by the Health Authorities in respect of the Receivables will be held on a separate ledger); (ii) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Collection Account will be credited; and out of which: (iii) prior to, on or after the service of a Trigger Notice, the Spread Swap Portion shall be paid, within one Swap Business Day of receipt of any payments of Collections and/or Recoveries, to the Swap Counterparties pari passu and pro rata in accordance with the relevant Spread Swap Agreements (in any case only to the extent of the amounts payable by the Issuer thereunder); (iv) prior to, on or after the service of a Trigger Notice, within one Swap Business Day of receipt of any payments of Collections and/or Recoveries, any Swap Reimbursement Amount shall be paid to the relevant Curing Monolines using the Class A1 Portion or the Class A2 Portion, as the case may be; (v) prior to, on or after the service of a Trigger Notice, all amounts due and payable to the Swap Counterparties under the Class A1 Swap Agreements and the Class A2 Swap Agreements (excluding any termination payments and Collateral Amounts to be returned to the Swap Counterparties pursuant to any CSA) will be transferred to the Swap Counterparties on each Fixed Payment Date using the Class A1 Portion or the Class A2 portion, as the case may be; (vi) prior to, on or after the service of a Trigger Notice, any amount received in respect of Recovery Costs will be transferred, within one Swap Business Day from receipt, (1) first, to pay, pari passu and pro rata to the amount outstanding to each of them, any Monolines Recovery Costs Reimbursement Amount due to each Monoline and any Spread Swap Recovery Costs Reimbursement Amount to each Swap Counterparty, and (2) then, the remainder to the Reserve Account; (vii) prior to the service of a Trigger Notice, all the amounts standing to the credit of such account (including for the avoidance of doubt any accrued interest credited thereto during the immediately preceding Collection Period) on the third Business Day before each Payment Date, only after having paid items (iii) to (vi) above, will be transferred to the Payments Account on such third Business Day; and (viii) on or after the service of a Trigger Notice, all the amounts standing to the credit of such account (including for the avoidance of doubt any accrued interest credited thereto) on the third Business Day before each date on which a payment is scheduled to be made, only after having paid items (iii) to (vi) above, will be transferred to the Payments Account on such third Business Day; (b) a euro denominated account under the title “Payments Account”: to which: (i) on the Issue Date the proceeds from the issuance of the Notes will be credited (unless otherwise instructed by the Issuer in a separate letter); (ii) on the Issue Date, each Swap Counterparty will transfer (a) the amounts due and payable by it pursuant to the relevant Notes Swap Agreements in relation to certain initial costs of the Securitisation and (b) certain amounts due and payable by it on such date pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements (unless otherwise instructed by the Issuer in a separate letter); (iii) six Business Days prior to each Payment Date, prior to, on or after the service of a Trigger Notice, each Swap Counterparty will transfer the amounts due and payable by it pursuant to the relevant Notes Swap Agreements (other than amounts due and payable by it under any CSA thereto, which shall be paid into the Collateral Account, but including, for the avoidance of doubt, the Swap

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Expenses Contribution); (iv) at any time prior to, on or after the service of a Trigger Notice, all other sums (other than, the Collections and the Recoveries) collected or received by the Issuer under any Transaction Documents (including, for the avoidance of doubt, any swap termination payments payable by the Swap Counterparties and upfront payments by a Replacement Swap Counterparty (as defined below) and any proceeds of the sale of the Receivables and the Delegations pursuant to the Intercreditor Agreement) will be credited; (v) prior to, on or after the service of a Trigger Notice, the amount (if any) to be transferred from the Reserve Account in compliance with the Transaction Documents, will be credited on the third Business Day before each Payment Date (or, after the service of a Trigger Notice, the relevant date on which payments are to be made); (vi) prior to the service of a Trigger Notice, all the amounts standing to the credit of the Collection Account which are to be transferred to the Payments Account before each Payment Date, will be credited on the third Business Day before such Payment Date; (vii) on or after the service of a Trigger Notice, all the amounts standing to the credit of the Collection Account which are to be transferred to the Payments Account before each date on which a payment is scheduled to be made, w ill be credited on the third Business Day before such date; (viii) at any time prior to, on or after the service of a Trigger Notice, all the Collateral Amounts (in whole or in part) in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement, Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement will be credited from the Collateral Account; and (ix) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Payments Account will be credited; and out of which: (x) on the Issue Date, the principal amount outstanding and the interest and costs due to the Bridge Loan Lenders will be paid pursuant to the Bridge Loan Agreement (unless otherwise instructed by the Issuer in a separate letter); and (xi) on or immediately after the Issue Date, certain initial costs of the Securitisation will be paid; (xii) prior to, on or after the service of a Trigger Notice, all payments due to be made on each Payment Date (or, after the service of a Trigger Notice, on the relevant date) in accordance with the applicable Order of Priority will be made (including, for the avoidance of doubt, payment of the Swap Residual Amount, if any, to the Reserve Account); (xiii) at any time following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with a Swap Counterparty (the “Original Swap Counterparty”) that has been replaced by any other Swap Counterparty (the “Replacement Swap Counterparty”), any payments due by the Issuer to such Replacement Swap Counterparty, will be made; and (xiv) at any time prior to, on or after the service of a Trigger Notice, any residual amount, after having made all payments under items (x), (xi), (xii) and (xiii) above, will be credited to the Collection Account; (c) a euro denominated account under the title “Reserve Account ”, to which: (i) on the Issue Date, the Initial Reserve Amount will be credited out of the payments received from each Swap Counterparty; (ii) prior to, on or after the service of a Trigger Notice, the Swap Residual Amount (if any) will be credited on each Payment Date (or, after the service of a Trigger Notice, on the relevant date) from the Payments Account; (iii) at any time prior to, on or after the service of a Trigger Notice, the positive difference (if any) between any amount paid in respect of Recovery Costs and the aggregate of any Monolines Recovery

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Costs Reimbursement Amount and any Spread Swap Recovery Costs Reimbursement Amount will be transferred from the Collection Account within one Swap Business Day from receipt; (iv) at any time prior to, on or after the service of a Trigger Notice, the Additional Reserve Amount (if any) will be credited when due; (v) at any time prior to, on or after the service of a Trigger Notice, the Spread Swap Contribution to Enforcement Expenses (if any) will be credited when due; (vi) at any time prior to, on or after the service of a Trigger Notice, all interest accrued on the sums from time to time standing to the credit of the Reserve Account will be credited; and out of which: (vii) at any time prior to, on or after the service of a Trigger Notice, all the expenses, costs and taxes referred to in items (i) and (ii) of the applicable Order of Priority (including, for the avoidance of doubt, any Enforcement Expenses) which are due to be paid by the Issuer on a date other than a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments), will be paid; (viii) prior to, on or after the service of a Trigger Notice, if the Swap Expenses Contribution to be received by the Issuer before a Payment Date (or, after the service of a Trigger Notice, the relevant date for payments) is lower than the aggregate amount due to be paid by the Issuer under items (i) to (iv) of the applicable Order of Priority on such Payment Date (or relevant date), an amount equal to such shortfall will be credited to the Payments Account on the third Business Day before such Payment Date (or relevant date); (ix) all the amounts standing to the credit of such account will be paid to the Swap Counterparties, pari passu and pro rata, promptly after the date on which the Notes are redeemed in full and all amounts due to the Monolines under the Securitisation are paid in full; (d) a euro-denominated account (the “Equity Capital Account”) to which the Issuer's equity capital of €10,000, as contributed by the Quotaholder will be deposited, and shall remain deposited for as long as any Notes are outstanding and any amounts are due by the Issuer to the Monolines under the Securitisation. The Collection Account, the Payments Account, the Reserve Account and the Equity Capital Account are jointly referred to as the “Issuer Accounts”. The Issuer Accounts will be maintained with the Transaction Bank for so long as the Transaction Bank qualifies as an Eligible Institution.

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TERMS AND CONDITIONS OF THE NOTES The following is the text, subject to amendment and save for the text in italics, of the terms and conditions of the Notes (as defined below) (the “Conditions”). In these Conditions, references to the “Holder” of a Note or to the “Noteholders” are to the ultimate owners of Notes issued in dematerialised form and evidenced as book entries with Monte Titoli S.p.A. (“Monte Titoli”) in accordance with the provisions of Article 28 of the Legislative Decree No. 213 of 24 June 1998, as subsequently amended and supplemented, and the Commissione Nazionale per le Società e la Borsa (“Consob”) regulations implementing such Legislative Decree (Regolamento recante norme di attuazione del decreto legislativo 24 giugno 1998, n. 213 in materia di mercati) approved by Consob Resolution No. 11768 of 23 December 1998, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes. The Noteholders are deemed to have notice of and are bound by, and shall have the benefit of, inter alia, the terms of the Rules of the Organisation of Noteholders (as defined below). Unless otherwise defined herein, all capitalised words and expressions used herein shall have the same meaning as set forth in Condition 1 (Definitions). Each initial and subsequent purchaser of the Notes will be deemed, by its subscription or purchase of such Notes, to have agreed and accepted the terms and conditions of the Notes and, in particular, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof in accordance with any applicable laws. INTRODUCTION The Notes The Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 (the “Class A1 Notes”) and the Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Notes”) will be issued by the Issuer on 25 July 2007 (the “Issue Date”) pursuant to Law No. 130 of 30 April 1999, as rectified and supplemented from time to time, (the “Securitisation Law ”), to finance the purchase of the Receivables purchased by the Issuer from the Transferor under the Transfer Agreements. The principal source of payments of interest and of repayments of principal on the Notes will be payments made by the Region to the Issuer pursuant to the Delegations and in accordance with the Expense Provisions and any amounts collected or recovered in respect of the Receivables. The Class A1 Notes are issued with the benefit of the Ambac Financial Guarantee and the Class A2 Notes are issued with the benefit of the FSA Financial Guarantee, in each case in respect of both Scheduled Interest and Scheduled Principal. The holders of the Class A1 Notes and the Class A2 Notes are referred to herein as the “Class A1 Noteholders” and the “Class A2 Noteholders” respectively, and together collectively as the “Noteholders”. Any reference below to a “Class” of Notes or a “Class” of Noteholders shall be a reference to the Class A1 Notes and the Class A2 Notes, as the case may be, or the respective holders thereof. THE TRANSACTION DOCUMENTS The Soresa Transfer Agreements Pursuant to transfer agreements executed between the Transferor and certain suppliers of the Health Authorities of the Region (the “Suppliers”) on 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007 (the “Soresa Transfer Agreements”), the Transferor purchased from the Suppliers certain claims which: (i) derive from supply contracts of medical equipment and services between the Suppliers and the Health Authorities of the Region up to 31 December 2005, (ii) have been certified by the relevant Health Authorities, (iii) are the subject of settlement agreements between the Health Authorities and the Suppliers and their relevant factors and collectors (the “Settlement Agreements”), and (iv) have been restructured in accordance with the terms and conditions of deferral agreements entered into between the Transferor and the Health Authorities (the “Deferral Agreements”) (the “Receivables”). The Transfer Agreements Pursuant to receivables transfer agreements executed between the Issuer and the Transferor, on 2 March 2007 (as amended on 14 March 2007), 20 March 2007, 26 March 2007, 29 March 2007 and 31 March 2007 (each a “Transfer Date”) and the transfer deeds relating thereto (collectively, the “Transfer Agreements”), the Issuer has purchased from the Transferor on a non-recourse basis (pro soluto) and in accordance with the Securitisation Law all rights, title and interest in and to the Receivables. The Receivables have been selected on the basis of the objective criteria specified in the Transfer Agreements. The Delegations

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By delegations under Article 1268 and following of the Italian Civil Code executed on 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007) between the Region, each of the Health Authorities and the Issuer., each of the Health Authorities has delegated the Region to pay to the Issuer, on each Region Payment Date in 58 semi- annual instalments, an amount equal to the amounts due by it under the Receivables, which may not be prepaid without prior written consent of the Issuer (the “Delegations”). By the decrees (decreti dirigenziali) of the Director of Section 02-Management of Revenues and Expenses of the Financial Statements of the General Area of Coordination 08-Financial statements (Dirigente del Settore 02- Gestione delle Entrate e della Spesa di Bilancio della AGC 08- Bilancio) No. 59 dated 14 March 2007, No. 61 dated 21 March 2007, No. 71 dated 26 March 2007, No. 73 dated 30 March 2007 and No. 76 dated 31 March 2007 (these latter two as supplemented by the decrees Nos. 126 e 127 dated 2 May 2007, which acknowledged the reduction of the amounts owed under the Delegations), the Region has adopted multi-annual expense provisions for the payment in favour of the Issuer of the amounts due under the Delegations in an aggregate amount equal to Euro 3,451,662,562 in 58 semi-annual instalments starting from 30 April 2007 up to and including 30 October 2035 (the ‘‘Expense Provisions”). The first semi-annual instalment of the Delegations, paid by the Region to the Issuer on the Region Payment Date of 30 April 2007, was used by the Issuer to partially repay the Bridge Loan. As a result of such payment, the amount owed by the Region to the Issuer as of the Issue Date is equal to Euro 3,418,173,054, payable in 57 equal semi-annual instalments of Euro 59,967,948 each. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the Representative of the Noteholders acting on the instructions of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). The Servicing Agreement Pursuant to a servicing agreement entered into on or before the Issue Date between the Issuer, the Servicer and the Representative of the Noteholders (the "Servicing Agreement"), the Servicer has agreed to act as servicer to collect and/or recover any amounts due under the Delegations and the Receivables on behalf of the Issuer and in compliance with the Securitisation Law. The Cash Management and Agency Agreement Pursuant to a cash management and agency agreement entered into on or before the Issue Date between the Issuer, the Representative of Noteholders, the Calculation Agent, the Italian Paying Agent, the Principal Paying Agent, the Servicer, the Luxembourg Paying and Listing Agent, the Transaction Bank, the Swap Counterparties and the Monolines (the “Cash Management and Agency Agreement”), the Calculation Agent, the Italian Paying Agent, the Principal Paying Agent and the Luxembourg Paying and Listing Agent and the Transaction Bank have been appointed to act in such capacities and have agreed to provide the Issuer with certain payment, calculation, notification, reporting and agency services, including payment of principal and interest in respect of the Notes, together with account handling and cash management services in relation to moneys from time to time standing to the credit of the Issuer Accounts. The Intercreditor Agreement Pursuant to an intercreditor agreement entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders (on its own behalf and also on behalf of the Noteholders), the Quotaholder, the Joint Lead Managers and the Other Issuer Creditors (the “Intercreditor Agreement”),

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provision is made as to the application of the Issuer Available Funds in accordance with Condition 5 (Orders of Priority) and as to the circumstances in which the Representative of the Noteholders, acting upon instructions of the Controlling Party, will be entitled to exercise certain of the Issuer’s rights in relation to the Transaction Documents. Pursuant to the Intercreditor Agreement, each Monoline shall have the right, at its absolute discretion, to make payments to the Swap Counterparties on behalf of the Issuer in order to pay any Relevant Unpaid Amount (as defined below) (the “Swap Cure Option”). The Swap Cure Option can be exercised by each of the Monolines only under the circumstances and in accordance with the procedure as provided in the Intercreditor Agreement. Notwithstanding any provisions of the Notes Swap Agreements to the contrary, a Swap Counterparty shall not be entitled to, and shall not, terminate the Notes Swap Agreements under the relevant Confirmations where there is (i) a failure to pay by the Issuer under the Notes Swap Agreements in the circumstances provided in Section 5(a)(i) of the relevant Notes Swap Agreements (and as amended therein) and/or (ii) a bankruptcy in the circumstances provided in Section 5(a)(vii) of the relevant Notes Swap Agreements (and as amended therein), and the relevant Monoline has cured the relevant failure to pay in full by the relevant Swap Cure Exercise Date. For a detailed description of the content of the Intercreditor Agreement and the powers of the Representative of the Noteholders and the Monolines as Controlling Party, see Condition 3 (Status, Segregation and priority). The Subscription Agreement Pursuant to a subscription agreement entered into on or before the Issue Date between the Issuer, the Joint Lead Managers, the Monolines and the Representative of the Noteholders (the “Subscription Agreement”), (i) the Joint Lead Managers will agree to subscribe for the Notes and pay to the Issuer the Issue Price, subject to the terms and conditions set forth therein; (ii) Citicorp Trustee Company Limited will be appointed as Representative of the Noteholders to perform the activities described in the Subscription Agreement, in these Conditions, in the Intercreditor Agreement and in the other Transaction Documents, and Citicorp Trustee Company Limited has accepted such appointment, for the period commencing on the Issue Date and ending (subject to early termination of its appointment) on the date on which all amounts payable to the Noteholders have been paid in full or the Notes have been cancelled in accordance with the Conditions; and (iii) the Issuer will give certain representations and warranties to the Joint Lead Managers, the Representative of the Noteholders (on its behalf) and the Monolines. The Swap Agreements On or before the Issue Date, the Issuer will enter two swap agreements with each of CALYON, Credit Suisse International and Lehman Brothers International (Europe) relating, respectively, to the Class A1 Notes and the Class A2 Notes (respectively, the “Class A1 Swap Agreements” and the “Class A2 Swap Agreements” and together, the “Notes Swap Agreements”) in order to hedge its payment obligations under each such Class of Notes. Each Class A1 Swap Agreement and Class A2 Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency-Cross Border), a Schedule, a CSA and a Confirmation. In addition, the Issuer will enter into a swap agreement with CALYON, Credit Suisse International and Lehman Brothers International (Europe), respectively, pursuant to which the Issuer will pay to each of the Swap Counterparties certain fixed amounts it receives in respect of the Receivables (the “Spread Swap Agreements” and together with the “Notes Swap Agreements”, the “Swap Agreements”). Each Spread Swap Agreement will comprise an ISDA 1992 Master Agreement (Multicurrency-Cross Border), a Schedule and a Confirmation. Following the Issue Date, the Swap Counterparties may, taking into account the total debt service cost of the Securitisation, agree to a reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer. The Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal

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fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). Monoline Documents Financial Guarantees Pursuant to an unconditional and irrevocable financial guarantee (the “Ambac Financial Guarantee”) issued by Ambac in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders) on or before the Issue Date, Ambac has guaranteed the payment of Scheduled Principal and Scheduled Interest on the Class A1 Notes. Pursuant to an unconditional and irrevocable financial guarantee (the “FSA Financial Guarantee” and, together with the Ambac Financial Guarantee, the “Financial Guarantees”) issued by FSA in favour of the Representative of the Noteholders (for and on behalf of the Class A2 Noteholders) on or before the Issue Date, FSA has guaranteed the payment of Scheduled Principal and Scheduled Interest on the Class A2 Notes. The Class A1 Notes will not derive any benefit from the FSA Financial Guarantee and FSA will not have any obligation in respect of the Class A1 Notes. The Class A2 Notes will not derive any benefit from the Ambac Financial Guarantee and Ambac will not have any obligation in respect of the Class A2 Notes. Pursuant to the terms of the Financial Guarantees, the Monolines guarantee only the payment of Scheduled Interest and Scheduled Principal due under the Notes on the relevant Scheduled Payment Date. The Financial Guarantees will not guarantee any amount of nteresti or principal becoming payable other than on its Scheduled Payment Date, including by reason of the early redemption of any Note in accordance with Conditions 7.2 (b) and (c) (Mandatory Redemption) or Condition 7.3 (Redemption for Taxation Reasons) or the acceleration of any Note pursuant to Condition 11 (Trigger Events). The Monolines will not be obliged under any circumstances to accelerate payment under the relevant Financial Guarantee and the making of any Accelerated Payment under the Financial Guarantees will be at the sole option of the Monolines. The Ambac Reimbursement and Indemnity Agreement Pursuant to a reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and Ambac (the ”Ambac Reimbursement and Indemnity Agreement”), the Issuer will be obliged to reimburse Ambac in respect of any payment made by Ambac under the Ambac Financial Guarantee and to pay interest with respect to any such payment and Ambac will be subrogated to the rights of the Class A1 Noteholders against the Issuer in respect of any payments made by it under the Ambac Financial Guarantee, as applicable. The Ambac Indemnification Agreement Pursuant to an indemnification agreement entered into on or before the Issue Date between the Issuer, Ambac and the Joint Lead Managers (the “Ambac Indemnification Agreement”), Ambac will receive certain indemnities. The FSA Reimbursement and Indemnity Agreement Pursuant to a reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and FSA (the ”FSA Reimbursement and Indemnity Agreement”), the Issuer will be obliged to reimburse FSA in respect of any payment made by FSA under the FSA Financial Guarantee and to pay interest with respect to any such payment and FSA will be subrogated to the rights of the Class A2 Noteholders against the Issuer in respect of any payments made by it under the FSA Financial Guarantee, as applicable. The FSA Indemnification Agreement Pursuant to an indemnification agreement entered into on or before the Issue Date between the Issuer, FSA and the Joint Lead Managers (the “FSA Indemnification Agreement”), FSA will receive certain indemnities. The Fee Letters Pursuant to a fee letter entered into on or before the Issue Date between the Issuer and Ambac (the “Ambac Fee Letter”), the Issuer has agreed to pay to Ambac certain agreed fees under the Ambac Financial Guarantee.

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Pursuant to a fee letter entered into on or before the Issue Date between the Issuer and FSA (the ”FSA Fee Letter” and, together with the Ambac Fee Letter, the “Fee Letters”), the Issuer has agreed to pay to FSA certain agreed fees under the FSA Financial Guarantee. The Financial Guarantees, the Fee Letters, the Ambac Reimbursement and Indemnity Agreement, the Ambac Indemnification Agreement, the FSA Reimbursement and Indemnity Agreement and the FSA Indemnification Agreement are together referred to as the “Monoline Documents”. The Letter of Undertaking Pursuant to a letter of undertaking entered into on or before the Issue Date between the Issuer, the Quotaholder, Amaco Services Management B.V., the Representative of the Noteholders and the Monolines (the "Letter of Undertaking"), the Quotaholder and Amaco Services Management B.V., as the sole director of the Quotaholder, have given certain undertakings to the Representative of the Noteholders and the Monolines in relation to the Issuer. The Corporate Services Agreements Pursuant to a corporate services agreement entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders, the Monolines and the Issuer Corporate Servicer (the “Issuer Corporate Services Agreement”), the Issuer Corporate Servicer has agreed to provide the Issuer with certain corporate administrative and management services. Pursuant to a corporate services agreement entered into on or before the Issue Date between the Issuer, the Quotaholder and the Foundation Corporate Servicer (the "Foundation Corporate Services Agreement" and together with the Issuer Corporate Services Agreement the “Corporate Services Agreements”), the Foundation Corporate Servicer agreed to provide certain corporate administrative and management services to the Quotaholder. The Security Documents The Deed of Pledge over the Delegations Pursuant to a deed of pledge entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders (for itself and on behalf of the Noteholders) and the Other Issuer Creditors (the “Deed of Pledge over the Delegations”), the Issuer has created a pledge in favour of the Noteholders and the Other Issuer Creditors over all and any pecuniary claims and rights arising from the Delegations. The Deed of Pledge Pursuant to a deed of pledge entered into on or before the Issue Date between the Issuer, the Noteholders (acting through the Representative of the Noteholders) and the Other Issuer Creditors (the “Deed of Pledge”), the Issuer has created a pledge in favour of the Noteholders and the Other Issuer Creditors over (a) all the monetary claims and rights (other than the Collections and/or the Recoveries) and all the amounts payable from time to time (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled pursuant or in relation to the Transaction Documents (other than the Swap Agreement, the Monoline Documents and the Security Documents); and (b) any existing or future pecuniary claims and rights and any sums credited from time to time to the Issuer Accounts (other than the Equity Capital Account). The Deed of Charge Pursuant to a deed of charge governed by English law executed on or before the Issue Date (the "Deed of Charge" and, together with the Deed of Pledge over the Delegations and the Deed of Pledge, the “Security Documents”), the Issuer granted, in favour of the Representative of the Noteholders (on behalf of the Noteholders and the Other Issuer Creditors) security over all its rights, title and interest under the Swap Agreements, the Reimbursement and Indemnity Agreements and the Indemnification Agreements and charge any existing or future funds, moneys and the assets standing to the credit of the Collateral Account. The Issuer Accounts Pursuant to the Cash Management and Agency Agreement, the Issuer has opened the following euro- denominated bank accounts in its name for the purpose of the Securitisation with the Transaction Bank, (a) a collection account (the “Collection Account”); (b) a payments account (the “Payments Account”); (c) a reserve account (the “Reserve Account”); and (d) an equity capital account (the “Equity Capital Account” and, together with the Collection Account, the Payments Account and the Reserve Account, the “Issuer

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Accounts”). The Issuer Accounts will be maintained with the Transaction Bank for so long as the Transaction Bank qualifies as an Eligible Institution. Pursuant to the Cash Management and Agency Agreement, in the event that any Collateral Amounts are posted as collateral pursuant to a CSA, the Issuer shall be obliged to open an account (the "Collateral Account") for the deposit of such Collateral Amounts in accordance with the instructions of the Representative of the Noteholders. These Conditions include summaries of, and are subject to, the detailed provisions of the Transaction Documents. Copies of the Transaction Documents, other than the Fee Letters, are available for inspection during normal business hours at the offices for the time being of the Representative of the Noteholders and at the specified office of the Luxembourg Paying and Listing Agent, being as at the date hereof respectively: Citicorp Trustee Company Limited, Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom; and Dexia Banque Internationale à Luxembourg, société anonyme, 69 Route d'Esch, L-1470 Luxembourg. The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Transaction Documents applicable to them. The “Transaction Documents” in relation to the Securitisation are: the Transfer Agreements, the Soresa Transfer Agreements, the Deferral Agreements, the Delegations, the Servicing Agreement, the Corporate Services Agreements, the Intercreditor Agreement, the Monoline Documents, the Security Documents, the Cash Management and Agency Agreement, the Subscription Agreement, the Swap Agreements, the Letter of Undertaking, the Master Definitions Agreement and the Conditions. The Rules of the Organisation of Noteholders The rights and powers of the Noteholders may only be exercised in accordance with the rules of the organisation of Noteholders (respectively, the “Rules of the Organisation of Noteholders” and the “Organisation of Noteholders”) which are attached to these Conditions as Exhibit 1 and which form an integral and substantial part of these Conditions. 1. DEFINITIONS In these Conditions, terms defined herein have the meanings ascribed to them where they are defined and the following words and expressions have the following meanings: “18 Months Payment Date” means the Payment Date falling in May 2009. “Accelerated Payment” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Act/360 Day Count Fraction” means the actual number of days in the Interest Period in respect of which the Interest Payment Amount is being calculated divided by 360. “Additional Reserve Amount” means any amount paid by the Swap Counterparties to the Issuer at any time pursuant to the Expenses Shortfall Payment Undertaking; any Additional Reserve Amount will be credited to the Reserve Account. “Additional Reserve Amount Notice” means the written notice by the Calculation Agent requesting the payment of an Additional Reserve Amount. “Affected Guaranteed Obligations” has the meaning ascribed to it in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Ambac” means Ambac Assurance UK Limited, acting through the Milan Branch. “Ambac Event of Default” means each of the following events: (A) any amount which is due for payment by Ambac under the Ambac Financial Guarantee is not paid by Ambac on the date stipulated in the Ambac Financial Guarantee; or (B) Ambac disclaims, disaffirms, repudiates or challenges the validity of any of Ambac’s payment obligations under the Ambac Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of Ambac or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of Ambac (or, as the case may be, of a material part of its property or assets); (D) Ambac:

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(1) presents any petition or commences any proceedings for the winding-up of Ambac, or the appointment of an administrator or receiver (including an administrative receiver or manager), of Ambac (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” Ambac Event of Default means an Ambac Event of Default which has occurred and is continuing and has been notified by Ambac to the Representative of the Noteholders and has not been waived and/or remedied by Ambac to the satisfaction of the Representative of the Noteholders. “Ambac Fee Letter” means the fee letter entered into between the Issuer and Ambac on or before the Issue Date. “Ambac Financial Guarantee” means the financial guarantee delivered by Ambac on or before the Issue Date in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders). “Ambac Financial Guarantee Fee” means the guarantee fee due to Ambac and payable by the Issuer for the provision of the Ambac Financial Guarantee. “Ambac Indemnification Agreement” means the indemnification agreement entered into on or before the Issue Date between the Issuer, Ambac and the Joint Lead Managers. “Ambac Reimbursement and Indemnity Agreement” means the reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and Ambac . “Avoided Payment Amounts” has the same meaning as in the Ambac Financial Guarantee. “Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Calculation Agent” means Citibank N.A., London branch, and any of its permitted successors or assignees from time to time. “Calculation Date” means each day which is the fifth Business Day before each Payment Date. “Cash Management and Agency Agreement” means the cash management and agency agreement entered into on or before the Issue Date between the Issuer, the Servicer, the Representative of the Noteholders, the Paying Agents, the Calculation Agent, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Swap Counterparties and the Monolines. “Class” means, if referred to in relation to Notes or Noteholders, the Class A1 Notes and the Class A2 Notes, as the case may be, or the respective holders thereof. “Class A1 Available Funds” means, on each Calculation Date and in relation to the relevant items of the Orders of Priority, an amount equal to the aggregate of:

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such moneys following the termination of the relevant Class A1 Swap Agreement, less (v) the Class A1 Ratio of the amounts due to be paid by the Issuer on the Payment Date immediately following such Calculation Date under items (i) to (v) of the applicable Order of Priority. “Class A2 Available Funds” means, on each Calculation Date and in relation to any relevant item of the Orders of Priority, an amount equal to the aggregate of:

“Class A1 Swap Agreements” means the three swap agreements entered into on or before the Issue Date between the Issuer and the Swap Counterparties in relation to the Class A1 Notes. “Class A2 Swap Agreements” means the three swap agreements entered into on or before the Issue Date between the Issuer and the Swap Counterparties in relation to the Class A2 Notes. “Class Notes Ratio” means 50% (fifty per cent.). “Clearstream Luxembourg” means Clearstream Banking S.A. “Collateral Account” means the account that the Issuer shall be obliged to open for the Collateral Amounts posted as collateral pursuant to any CSA. “Collateral Amounts” means any payments made or securities delivered to the Issuer as collateral pursuant to any CSA. “Collection Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “Collection Period” means each period of six months commencing on (but excluding) each Calculation Date and ending on (and including) the immediately following Calculation Date, and in the case of the first Collection Period, commencing on (and including) the Issue Date and ending on (and including) the immediately following Calculation Date. “Conditions” means these terms and conditions and any reference herein to a numbered Condition is to the correspondingly numbered provision herein.

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“Consob” means the Commissione Nazionale per la Società e la Borsa. “Controlling Party” the following persons shall constitute the Controlling Party: 1. the Monolines acting jointly, at any time at which there is no outstanding Ambac Event of Default and no outstanding FSA Event of Default; or 2. Ambac at any time at which there is an outstanding FSA Event of Default but no outstanding Ambac Event of Default; or 3. FSA at any time at which there is an outstanding Ambac Event of Default but no outstanding FSA Event of Default; or 4. the Representative of the Noteholders, at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, provided that, in respect of any decision regarding any right of the Issuer concerning (i) the termination of the Class A1 Swap Agreement, the Controlling Party will be Ambac, or at any time at which there is an outstanding Ambac Event of Default, FSA, or at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, the Representative of the Noteholders, and (ii) the termination of the Class A2 Swap Agreement, the Controlling Party will be FSA, or at any time at which there is an outstanding FSA Event of Default, Ambac, or at any time at which there is an outstanding FSA Event of Default and an outstanding Ambac Event of Default, the Representative of the Noteholders. “Corporate Services Agreements” means the Issuer Corporate Services Agreement and the Foundation Corporate Services Agreement. “CSA” means the credit support annex entered into between the Issuer and the relevant Swap Counterparty in the form of the ISDA 1995 Credit Support Annex (Bilateral Form - Transfer) (ISDA Agreements Subject to English Law). “Curing Monoline” means each Monoline which has exercised the Swap Cure Option and has paid the Relevant Unpaid Amount in accordance with the terms provided under the Intercreditor Agreement. “Decree 239” means Italian Legislative Decree No. 239 of 1 April 1996, as amended and supplemented from time to time and any related regulations. “Decree 239 Withholding” means any withholding or deduction for or on account of "imposta sostitutiva" under Decree 239. “Deed of Charge” means the English law deed of charge entered into on or before the Issue Date between the Issuer and the Representative of the Noteholders (on behalf of the Noteholders and the Other Issuer Creditors). “Deed of Pledge” means the deed of pledge entered into on or before the Issue Date between the Issuer, the Noteholders and the Other Issuer Creditors. “Deed of Pledge over the Delegations” means the deed of pledge over the Delegations entered into on or before the Issue Date between the Issuer, the Noteholders and the Other Issuer Creditors. “Deferral Agreement” means the deferral agreements entered into among the Transferor and the Health Authorities on 7/9 December 2006, as amended on 6 February 2007. “Delegations” means the delegations under Article 1268 and following of the Italian Civil Code executed on 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007) between the Region, each of the Health Authorities and the Issuer. “Eligible Institution” means for the purposes of the Transaction Bank or the Servicer, any depository institution organised under the laws of any state which is a member of the European Union or of the United States of America, whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1 (or A-1+ in case the aggregate amount in the Issuer Accounts, other than the Equity Capital Account, exceeds 4% of the Original Principal Amount of the Notes) by S&P and whose long-term, unsecured and unsubordinated debt obligations are rated at least Aa3 by Moody’s and AA- by S&P, and for the purposes of any institution appointed under a CSA, any depository institution organised under the laws of the United Kingdom, and whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1+ by S&P and whose long-term, unsecured and unsubordinated debt obligations are

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rated at least Aa3 by Moody’s and AA- by S&P. “Enforcement Action” means any step that the Representative of the Noteholders is entitled to take to enforce the rights of the Issuer, the Noteholders and/or the Other Issuer Creditors under any Transaction Document in accordance with the relevant terms, including the declaration of a Trigger Event or the service of a Trigger Notice or the institution of proceedings in the name and on behalf of the Issuer, the Noteholders or the Other Issuer Creditors pursuant to the terms of the Intercreditor Agreement or any other Transaction Documents. “Enforcement Rights” means all rights, powers and discretions conferred to the Representative of the Noteholders by virtue of Transaction Documents and all rights to make demands, bring proceedings or take any other action in respect thereof. “Equity Capital Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “Euroclear” means Euroclear Bank S.A. /N.V. as operator of Euroclear System. “European Withholding Tax Directive” means the EU directive regarding the taxation of savings income adopted by the EU Council of Economic and Finance Ministers on 3 June 2003. “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 from time to time. “Expense Provisions” means the decrees (decreti dirigenziali) of the Director of Section 02-Management of Revenues and Expenses of the Financial Statements of the General Area of Coordination 08-Financial statements (Dirigente del Settore 02-Gestione delle Entrate e della Spesa di Bilancio della AGC 08- Bilancio) No. 59 dated 14 March 2007, No. 61 dated 21 March 2007, No. 71 dated 26 March 2007, No. 73 dated 30 March 2007 and No. 76 dated 31 March 2007 (these latter two as supplemented by the decrees Nos. 126 e 127 dated 2 May 2007, which acknowledged the reduction of the amounts owed under the Delegations). “Expenses Shortfall” means the negative difference (if any) between: (i) all the amounts standing to the credit of the Reserve Account on the second Business Day preceding the date of the relevant Additional Reserve Amount Notice; and (ii) the aggregate of all the fees, expenses, costs, taxes and other amounts referred to under items (i) to (iv) of the Orders of Priority determined, on the second Business Day preceding the date of the relevant Additional Reserve Amount Notice, as payable by the Issuer within 30 Business Days from the date of such notice. “Expenses Shortfall Payment Undertaking” means the irrevocable and unconditional undertaking, pursuant to the terms of the Notes Swap Agreements, of each of the Swap Counterparties, to pay pro rata from time to time and at any time on demand an Additional Reserve Amount equal to the lower of (a) the Maximum Committed Amount and (b) the Expenses Shortfall, both as determined two Business Days prior to the date of the written notice by the Calculation Agent requesting the payment of such Additional Reserve Amount (the "Additional Reserve Amount Notice"). “Fee Letters” means jointly the Ambac Fee Letter and the FSA Fee Letter. “Financial Guarantee” means the Ambac Financial Guarantee and/or the FSA Financial Guarantee. “Financial Guarantee Fees” means jointly the Ambac Financial Guarantee Fee and the FSA Financial Guarantee Fee. “First Payment Date” means the Payment Date falling in November 2007. “Fitch” means Fitch Ratings Limited. “Fixed Payment Date” means the date on which payments (other than termination payments) are due by the Issuer to the Swap Counterparties under the Swap Agreements (without prejudice, in any case, to any relevant grace period for payment), such date being within four Swap Business Days after each Region Payment Date. “Foundation Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any of its permitted successors or assignees from time to time. “Foundation Corporate Services Agreement” means the corporate services agreement in relation to the

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Foundation entered into on or before the Issue Date between the Issuer, the Quotaholder and the Foundation Corporate Servicer. “FSA” means Financial Security Assurance (U.K.) Limited. “FSA Event of Default” means each of the following events: (A) any amount which is due for payment by FSA under the FSA Financial Guarantee is not paid by FSA on the date stipulated in the FSA Financial Guarantee; or (B) FSA disclaims, disaffirms, repudiates or challenges the validity of any of FSA’s payment obligations under the FSA Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of FSA or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); (D) FSA: (1) presents any petition or commences any proceedings for the winding-up of FSA, or the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” FSA Event of Default means an FSA Event of Default which has occurred and is continuing and has been notified by FSA to the Representative of the Noteholders and has not been waived and/or remedied by FSA to the satisfaction of the Representative of the Noteholders. “FSA Fee Letter” means the fee letter entered into between the Issuer and FSA on or before the Issue Date. “FSA Financial Guarantee” means the financial guarantee delivered by FSA on or before the Issue Date in favour of the Representative of the Noteholders (for and on behalf of the Class A2 Noteholders). “FSA Financial Guarantee Fee” means the guarantee fee due to FSA and payable by the Issuer for the provision of the FSA Financial Guarantee. “FSA Indemnification Agreement” means the indemnification agreement entered into on or before the Issue Date between the Issuer, FSA and the Joint Lead Managers. “FSA Reimbursement and Indemnity Agreement” means the reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and FSA. “Guaranteed Amount” has the same meaning as in the Ambac Financial Guarantee. “Guaranteed Obligations” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Health Authorities” means, collectively, the 21 Aziende Unità Sanitarie Locali and Aziende Ospedaliere, the two university related Aziende Ospedaliere and a scientific recovery and health care institution of the Region. “Initial Reserve Amount” means an amount equal to Euro 250,000. “Indemnification Agreements” means the Ambac Indemnification Agreement and the FSA Indemnification Agreement. "Interest Period" means each period starting from (and including) a Payment Date and ending on (but excluding) the next following Payment Date, provided that the first Interest Period (the "Initial Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the First Payment Date. “Issuer Accounts” means, collectively, the Collection Account, the Payments Account, the Reserve Account and the Equity Capital Account. “Issue Date” means 25 July 2007.

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“Issuer Available Funds” means: (A) on each Calculation Date and in respect of the immediately following Payment Date, prior to the service of a Trigger Notice or a notice of early redemption of the Notes in accordance with Condition 7.3, the aggregate of: (i) the Collections and Recoveries credited to the Collection Account during the immediately preceding Collection Period; (ii) all amounts received or recovered by the Issuer pursuant to the Soresa Transfer Agreements, the Transfer Agreements, the Servicing Agreement or any other Transaction Documents during the immediately preceding Collection Period, and all amounts otherwise paid to the Issuer or recovered by or on behalf of the Issuer, in connection with the Securitisation during the preceding Collection Period; (iii) all amounts of interest accrued and paid (net, for the avoidance of doubt, of any tax or other withholding) on the Issuer Accounts (other than the Equity Capital Account and the Reserve Account) during the immediately preceding Collection Period; (iv) all amounts to be paid to the Issuer by the Swap Counterparties and credited to the Payments Account six Business Days prior to such Payment Date pursuant to the Notes Swap Agreements; (v) all the amounts transferred from the Reserve Account to the Payments Account prior to a Payment Date in order to make on such Payment Date payments due by the Issuer under items (i) to (iv) of the Order of Priority; and (B) at any time following the service of a Trigger Notice or upon an early redemption of the Notes in accordance with Condition 7.3, the aggregate of all amounts standing to the credit of the Collection Account and the Payments Account (including, for the avoidance of doubt, interest accrued and paid on such accounts and any amounts transferred from the Reserve Account); PROVIDED THAT, in any case under (A) and (B) above, the Issuer Available Funds shall not comprise: (i) any Spread Swap Portion (including, for the avoidance of doubt, any Spread Swap Contribution to Enforcement Expenses); (ii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Curing Monoline(s) the Swap Reimbursement Amounts; (iii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Swap Counterparties the amounts due under the Notes Swap Agreements (excluding any termination payments); (iv) any Recovery Costs; (v) the proceeds from the issuance of the Notes paid on the Issue Date on the Payments Account; (vi) the amounts transferred by the Swap Counterparties pursuant to the Notes Swap Agreements to the Payments Account on the Issue Date to pay certain initial costs of the Securitisation and the amounts transferred by the Swap Counterparties pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements; (vii) the Initial Reserve Amount, any Additional Reserve Amount and any amount standing to the credit of the Reserve Account; (viii) any amounts paid to the Issuer by any Replacement Swap Counterparty or any amounts paid by the Replacement Swap Counterparty to the Original Swap Counterparty directly, following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with such Original Swap Counterparty, except that the positive difference (if any) between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement or

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Class A2 Swap Agreement (as the case may be), as determined in accordance with the Notes Swap Agreements, shall be paid into the Payments Account and will form part of the Class A1 Available Funds or the Class A2 Available Funds respectively; (ix) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, the Cash Management and Agency Agreement and the relevant Notes Swap Agreement; and (x) for the avoidance of doubt, the monies standing to the credit of any account opened with the Transaction Bank by the Representative of the Noteholders (in its name) or the monies held by any of the Paying Agents on behalf of the Representative of the Noteholders pursuant to the Cash Management and Agency Agreement, in the event that any of the Monolines makes any payment in respect of the relevant Class of Notes in favour of the Representative of the Noteholders (for and on behalf of the relevant Noteholders) pursuant to the Financial Guarantees.

“Issuer Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any of its permitted successors or assignees from time to time. “Issuer Corporate Services Agreement” means the corporate services agreement in relation to the Issuer entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders, the Monolines and the Corporate Servicer. “Issuer's Rights” means any of the Issuer’s rights deriving from the Transaction Documents. “Italian Civil Code” means the Italian civil code approved with the Royal Decree No. 262 of 16 March 1942, as amended and supplemented from time to time. “Italian Paying Agent” means Citibank N.A., Milan Branch, and any of its permitted successors or assignees from time to time. “Joint Lead Managers” means CALYON, Milan Branch, Credit Suisse Securities (Europe) Limited, DEPFA BANK plc, Dexia Crediop S.p.A. and Lehman Brothers International (Europe). “Letter of Undertaking” means the letter of undertaking entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders, the Quotaholder, Amaco Services Management B.V. and the Monolines. “Local Business Day” means a day other than a Saturday or a Sunday, on which banks are open in Naples, Italy. “Luxembourg Paying and Listing Agent” means Dexia Banque Internationale à Luxembourg, société anonyme and any of its permitted successors or assignees from time to time. “Master Definitions Agreement” means the master definitions agreement entered into on or before the Issue Date among the Issuer, the Other Issuer Creditors, the Representative of the Noteholders (in the name and on behalf of the Noteholders), the Quotaholder, Amaco Services Management B.V. and the Joint Lead Managers. “Monoline Documents” means, together, the Fee Letters, the Financial Guarantees, the Reimbursement and Indemnity Agreements and the Indemnification Agreements. “Monte Titoli” means Monte Titoli S.p.A. “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear and Clearstream Luxembourg. “Moody’s” means Moody’s Investors Service, Inc.

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“Non-Curing Monoline” means a Monoline that does not pay the Relevant Unpaid Amount. “Noteholders” means the holders of the Class A1 Notes and the Class A2 Notes. “Notes” means, collectively, the Class A1 Notes and the Class A2 Notes. “Notes Swap Agreements” means the Class A1 Swap Agreements and the Class A2 Swap Agreements. “Notice of Demand” means a Notice of Demand as defined in the Ambac Financial Guarantee or a Notice of Demand as defined in the FSA Financial Guarantee. “Orders of Priority” means, together, the Pre-Acceleration Order of Priority and the Post-Acceleration Order of Priority. “Organisation of the Noteholders” means the organisation of Noteholders as regulated under the Rules of Organisation of the Noteholders. “Original Principal Amount ” means as at the Issue Date the principal amount of each Class of Notes. “Other Issuer Creditors” means, collectively, the Representative of the Noteholders, the Monolines, the Servicer, the Calculation Agent, the Paying Agents, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer, the Foundation Corporate Servicer and the Swap Counterparties. “Paying Agents” means, collectively, the Italian Paying Agent and the Principal Paying Agent. “Payment Date” means the 30th day of May and November of each year or, if any such day is not a Business Day, the next succeeding Business Day. “Post-Acceleration Order of Priority” has the meaning given in Condition 5.3. “Pre-Acceleration Order of Priority” has the meaning given in Condition 5.2. “Pre-Hedging Swap Agreements” means the hedging swap agreements entered into between the Issuer and the Swap Counterpartuies upon each drawdown under the Bridge Loan and terminated on or before the Issue Date. “Principal Paying Agent” means Citibank N.A., London branch, and any of its permitted successors or assignees from time to time. “Quotaholder” means Stichting Woestengolf, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands and holding all of the quota capital of the Issuer. “Rating Agencies” means Moody’s and S&P. “Receivables” has the meaning given to it under “The Transaction Document – The Soresa Transfer Agreements”. “Recovered Amounts” has the same meaning as in the FSA Financial Guarantee. “Reference Banks” mean four major banks in the in Euro-zone interbank market selected by the Principal Paying Agent and the Swap Counterparties (in their capacity as calculation agent under the Swap Agreements) upon consultation with the Representative of the Noteholders (which banks shall be, in the sole opinion of the Representative of the Noteholders, suitable for such purpose). “Region” means the Regione Campania. “Region Payment Date” means 30 April and 30 October of each year starting from 30 April 2007 and up to 30 October 2035 or, if such day is not a Local Business Day, the immediately preceding Local Business Day. “Relevant Date” means, in respect of a Note, the date on which a payment in respect thereof first becomes due and payable or (if the full amount of the moneys payable in respect of all Notes due and payable on or before that date has not been duly received by the Paying Agents or the Representative of the Noteholders 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 (Notices). “Relevant Unpaid Amount” means, with respect to each Monoline, any amount due and payable by the Issuer, under each Confirmation entered into pursuant to the Notes Swap Agreements in relation to the Class of Notes guaranteed by such Monoline (other than in respect of an early termination of the Notes Swap Agreements), in relation to which there is a failure to pay by the Issuer on the due date for payment, together with default interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) from the Fixed Payment Date to the date of actual payment.

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“Representative Amount” means an amount that is representative for a single transaction in the relevant market at the relevant time. “Representative of the Noteholders” means Citicorp Trustee Company Limited and any of its permitted successors or assignees from time to time. “Reserve Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “S&P” means Standard & Poor’s Rating Services, a division of The McGraw -Hill Companies, Inc. “Scheduled Interest” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Scheduled Payment Date” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Scheduled Principal” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Securitisation” means the securitisation of the Receivables implemented by the Issuer through the issuance of the Notes in accordance with the Securitisation Law. “Security Documents” means, collectively, the Deed of Charge, the Deed of Pledge and the Deed of Pledge over the Delegations. “Servicer” means Citibank N.A., Milan Branch, and any of its permitted successors or assignees from time to time. “Servicing Agreement” means the servicing agreement entered into on or before the Issue Date between the Issuer, the Servicer and the Representative of the Noteholders. “Settlement Agreements” means, collectively, the settlement agreements entered into on 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007, between the Suppliers and their relevant factors and collectors, on the one side, and the Health Authorities, on the other side. “Shortfall Report” means the report to be delivered by the Calculation Agent on the relevant due date pursuant to the Cash Management and Agency Agreement. “Single Class of Notes Available Funds” means each of the Class A1 Available Funds or the Class A2 Available Funds, as the case may be. “Soresa Transfer Agreements” means the transfer agreements entered into between the Suppliers and the Transferor whereby the Suppliers have transferred the Receivables to the Transferor. “Spread Swap Agreements” means the three swap agreements with CALYON, Credit Suisse International and Lehman Brothers International (Europe), respectively, pursuant to which the Issuer will pay to each of the Swap Counterparties certain fixed amounts it receives in respect of the Receivables. “Subscription Agreement” means the subscription agreement entered into on or before the Issue Date between the Issuer, the Joint Lead Managers, the Monolines and the Representative of the Noteholders. “Suppliers” means certain suppliers, as creditors vis-à-vis the Health Authorities for the supply of medical equipment and services to the Health Authorities the invoices of which have been issued on or before 31 December 2005 and whose claims have been restructured pursuant to the Deferral Agreement. “Swap Agreements” means the Class A1 Swap Agreements, the Class A2 Swap Agreements and the Spread Swap Agreements. “Swap Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London and New York and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Swap Counterparty” means each of CALYON, a bank and authorised credit institution incorporated under the laws of France, with its registered office at 9, Quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, Credit Suisse International, a limited liability company incorporated under the laws of England and Wales, whose registered office is at One Cabot Square, London, E14 4QJ, United Kingdom, and Lehman

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Brothers International (Europe), authorised by the Financial Services Authority, with registered address at 25 Bank Street, London E14 5LE, United Kingdom, and any of its respective permitted successors or assignees from time to time under the relevant Swap Agreement. “Swap Cure Option” means the right of each Monoline, pursuant to the Intercreditor Agreement, to make payments, at its absolute discretion, to the Swap Counterparties on behalf of the Issuer in order to pay, in whole but not in part, any Relevant Unpaid Amount. “Swap Reimbursement Amount” means the amount equal to the Relevant Unpaid Amount that the Issuer is obliged to repay to each Curing Monoline, including interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) accrued thereon. “Swap Residual Amount” means, in respect of each Payment Date, the positive difference (if any) between (i) the Swap Expenses Contribution and (ii) all the amounts due and payable by the Issuer on such Payment Date under items from (i) to (iv) of the applicable Order of Priority; each Swap Residual Amount will be paid to the Reserve Account on the relevant Payment Date in accordance with the Orders of Priority. “Transaction Bank” means Citibank N.A., Milan branch and any of its permitted successors and/or assignees from time to time. “Transaction Documents” means, collectively, the Transfer Agreements, the Soresa Transfer Agreements, the Deferral Agreements, the Delegations, the Servicing Agreement, the Corporate Services Agreements, the Intercreditor Agreement, the Monoline Documents, the Security Documents, the Cash Management and Agency Agreement, the Subscription Agreement, the Swap Agreements, the Letter of Undertaking, the Master Definitions Agreement and the Conditions. “Transfer Agreements” means the receivables transfer agreements executed between the Issuer and the Transferor on the Transfer Dates and the transfer deeds relating thereto and dated the same date thereof. “Transfer Date” has the meaning ascribed to it in the relevant Transfer Agreement. “Transferor” means Società Regionale per la Sanità - So.Re.Sa. S.p.A. “Valuation Date” means the second Swap Business Day of May and November in each year, starting from November 2007. 2. DENOMINATION, FORM AND TITLE 2.1 Denomination The Notes are issued in the denomination of Euro 50,000 and integral multiples of Euro 1,000 in excess thereof. 2.2 Form and Title The Notes are issued in bearer and dematerialised form and will be held on behalf of the Noteholders, from the Issue Date until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders. The Notes have been accepted for clearance by Monte Titoli with effect from the Issue Date. The expression “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear Bank S.A. /N.V. as operator of the Euroclear and by Clearstream Luxembourg. The Notes will be deposited by the Issuer with Monte Titoli on the Issue Date and will at all times be evidenced by, and be transferred by means of, book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and with Regulation No. 11768 of 23 December 1998 (Regolamento recante norme di attuazione del decreto legislativo 24 giugno 1998, n. 213 in materia di mercati) of the Commissione Nazionale per le Società e la Borsa, both as subsequently amended and supplemented. No physical document of title will be issued in respect of the Notes. 3. STATUS, SEGREGATION AND PRIORITY 3.1 Status The Notes constitute direct, secured and limited recourse obligations solely 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 in respect of the Receivables, the Delegations and

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the Issuer’s Rights. The Noteholders acknowledge that the limited recourse nature of the Notes produces the effects of a contratto aleatorio under Italian law and they accept the consequences thereof, including but not limited to the provisions under Article 1469 of the Italian Civil Code. 3.2 Security and Segregation By virtue of the operation of the Securitisation Law and the Transaction Documents, the Issuer's rights, title and interest in and to the Receivables and related rights and to any sums collected and/or recovered therefrom will be segregated from all other assets of the Issuer (including any other claims or receivables purchased by the Issuer pursuant to the Securitisation Law), and any cash flow deriving therefrom (to the extent it is identifiable) will 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 Creditors and any other creditors of the Issuer in respect of costs of the Securitisation. Each of the Noteholders, by way of purchase of, or subscription for the Notes expressly agrees and acknowledges that: (i) the Controlling Party may from time to time issue directions, instructions and authorisations to the Representative of the Noteholders with regard to the exercise (or non-exercise) of any right of the Representative of the Noteholders (i) to take any Enforcement Action and exercise any Enforcement Rights and (ii) to exercise any other right, power and discretion under the Transaction Documents or conferred upon it by virtue of, or pursuant to, the Securitisation Law or its appointment as the agent and representative of the Noteholders and the Other Issuer Creditors, and the Representative of the Noteholders shall comply with, act on and implement such directions, instructions and authorisations and will not be required to verify the accuracy and lawfulness of such authorisations, directions and instructions; (ii) the Representative of the Noteholders shall exercise and perform its powers, authorities, duties and discretions in accordance with (a) the joint written instructions of both Monolines for so long as each of them is the Controlling Party; or (b) the written instructions of the relevant Monoline, for so long as such relevant Monoline is the Controlling Party, and, notwithstanding any resolution adopted by the Meeting of Noteholders, it shall not be liable for so doing save in case of wilful default or gross negligence of the Representative of the Noteholders; (iii) if at any time the Representative of the Noteholders requests instructions from each of or both of the Monolines as Controlling Party, the Representative of the Noteholders shall request such instructions in writing with a letter addressed to both Monolines and then: (a) subject to (b) below, the Controlling Party shall have a period of 20 Business Days (or in the case of instructions which the Controlling Party considers require a longer period for deliberation, such longer period as the Controlling Party may reasonably require and promptly notify to the Representative of the Noteholders), in which to respond to such request for instructions; (b) if the Representative of the Noteholders, acting reasonably, is of the opinion that the matter on which it requests instructions requires a response within a period shorter than 20 Business Days, it may agree on a shorter period with the Controlling Party; (c) if the Controlling Party does not give instructions in relation to the relevant request within the period specified in (a) or (b) above, as applicable, then the Representative of the Noteholders shall itself take such action as it may consider necessary (including, where appropriate, convening a Meeting in order to obtain instructions of the Noteholders), taking into account the interests of the relevant parties in accordance with the Intercreditor Agreement and shall have no liability to the Controlling Party, the Noteholders and/or the Other Issuer Creditors for so doing, save in the case of wilful default or gross negligence; (iv) notwithstanding the provisions above, the Representative of the Noteholders is not required to obtain the consent of the Controlling Party to the service of a Notice of Demand (as defined in the Financial Guarantees) and the Controlling Party shall not be entitled to restrict or prohibit the service of any such Notice of Demand which the Representative of the Noteholders shall serve solely in the interests of the Noteholders following receipt of a Shortfall Report; (v) the Representative of the Noteholders, for itself and on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors have acknowledged that, if there is a

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conflict between the interests of each of the Monolines and the interests of the Noteholders, the Quotaholder and/or any Other Issuer Creditor, the fact that each of the Monolines, in giving any directions and/or instructions and/or authorisations to the Representative of the Noteholders, have acted primarily or solely in their own interests does not constitute gross negligence (colpa grave) and/or wilful misconduct (dolo); (vi) the Representative of the Noteholders, on behalf of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors have also agreed that the Representative of the Noteholders shall not be liable to the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors for damages, claims, losses, liabilities, costs and expenses suffered by the Noteholders, the Quotaholder, the Issuer or the Other Issuer Creditors in respect of any decision, calculation or determination made, any steps and actions taken, any legal proceedings instituted, any agreement, instrument or document executed in the context of the Securitisation and/or in connection with anything done by the Representative of the Noteholders acting in its capacity as Representative of the Noteholders and as agent of the Noteholders, the Quotaholder, the Issuer and the Other Issuer Creditors, save in circumstances where the Representative of the Noteholders acts with gross negligence (colpa grave) and/or wilful misconduct (dolo); (vii) each of the Monolines has severally agreed to indemnify and hold harmless on demand the Representative of the Noteholders against any action, proceedings, claims, losses, liabilities, costs and expenses which it may sustain or incur in connection with, or as a consequence of, the implementation of any authorisation, instructions or directions received from such Monoline pursuant to the Transaction Documents, other than to the extent caused by the gross negligence (colpa grave) and/or wilful misconduct (dolo) of the Representative of the Noteholders; (viii) the Issuer, the Representative of the Noteholders (in the name and on behalf of the Noteholders), the Joint Lead Managers, the Quotaholder and the Other Issuer Creditors have also agreed and acknowledged that none of the Transaction Documents may be modified and/or amended without the prior written consent of (i) the Representative of the Noteholders (acting in accordance with the terms of the Intercreditor Agreement and the Rules of the Organisation of the Noteholders), and (ii) each of the Monolines (irrespective of whether each or both of them is the Controlling Party) for so long as any obligations (actual or contingent) remain outstanding to each of them or due from each of them under the Transaction Documents, except for following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case and notwithstanding the foregoing, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer and the Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements); (xii) without prejudice to the indemnity obligations of the Monolines in favour of the Representative of the Noteholders provided for in the Intercreditor Agreement, each of the Noteholders and the Other Issuer Creditors (other than the Monolines and the Representative of the Noteholders on its behalf) have agreed that neither the Controlling Party nor the Representative of the Noteholders shall be liable to the Noteholders or the

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Other Issuer Creditors (other than the Representative of the Noteholders on its behalf) for any losses, costs, damages, expenses, liabilities, inconveniences or prejudice suffered by the Noteholders or such Other Issuer Creditor (other than the Representative of the Noteholders on its behalf) as a result of the Representative of the Noteholders following directions and/or instructions given to it from time to time by the Controlling Party; and (ix) in no circumstances shall the Representative of the Noteholders be considered to be acting in gross negligence (colpa grave) and/or wilful misconduct (dolo) if it precisely implements the instructions and directions given to it by the Controlling Party. 3.3 Priority In respect of the obligations of the Issuer to pay interest and repay principal, the Notes will rank pari passu without any preference or priority among themselves for all purposes, other than in relation to rights of the Class A1 Notes and the Class A2 Notes under the Financial Guarantees. 3.4 Ambac Financial Guarantee The Class A1 Notes will have the benefit of the Ambac Financial Guarantee. The Ambac Financial Guarantee is an unconditional and irrevocable financial guarantee in respect of payments of Scheduled Principal and Scheduled Interest on the Class A1 Notes in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders). Pursuant to the terms of the Ambac Financial Guarantee, Ambac guarantees only the payment of Scheduled Interest and Scheduled Principal due under the Class A1 Notes on the relevant Scheduled Payment Date. The Ambac Financial Guarantee will not guarantee any amount of interest or principal becoming payable other than on its Scheduled Payment Date, including by reason of the early redemption of any Class A1 Note in accordance with Conditions 7.2 (b) and (c) (Mandatory Redemption) or Condition 7.3 (Redemption for Taxation Reasons) or the acceleration of any Class A1 Note pursuant to Condition 11 (Trigger Events). Ambac will not be obliged under any circumstances to accelerate payment under the Ambac Financial Guarantee and the making of any Accelerated Payment under the Ambac Financial Guarantee will be at the sole option of Ambac. 3.5 Subrogation: Class A1 Notes Each of the Class A1 Noteholders by way of the purchase of or subscription for the Class A1 Notes, expressly agrees that upon Ambac or any person on its behalf making any payment pursuant to the Ambac Financial Guarantee in respect of any Affected Guaranteed Obligations in respect of the Class A1 Notes, including, for the avoidance of doubt, any Accelerated Payments and Avoided Payment Amounts, and upon receipt of such payment in the designated account pursuant to the Ambac Financial Guarantee, Ambac shall be fully and automatically subrogated, pursuant to the relevant applicable law and, to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A1 Noteholders of the Affected Guaranteed Obligations in respect of the Guaranteed Amounts and/or Accelerated Payments (as the case may be) (including, without limitation, any rights and benefits attached thereto and any security granted at law by contract or otherwise in respect of the Affected Guaranteed Obligations), to the extent of any such payments made by or on behalf of Ambac under the Ambac Financial Guarantee and to any right appurtenant thereto, including to all interest accrued and accruing thereon. Each of the Class A1 Noteholders hereby authorises the Representative of the Noteholders to, and the Representative of the Noteholders shall, concurrently upon receipt of the relevant payment by Ambac, issue and deliver to Ambac a subrogation deed (atto di conferma della surroga) in the form attached to the Ambac Financial Guarantee. Delivery by the Representative of the Noteholders of a duly completed Notice of Demand will be treated, to the extent of any amount paid by Ambac in respect of (A) Scheduled Interest (including, without limitation, any Accelerated Payment or Avoided Payment Amount to the extent it relates to Scheduled Interest) and/or (B) Scheduled Principal (including, without limitation, any Accelerated Payment or Avoided Payment Amount to the extent it relates to Scheduled Principal), as an irrevocable offer by the Class A1 Noteholders to assign and transfer to Ambac free of any adverse claim: (i) in the case of amounts in respect of (A) above (Scheduled Interest), all of their rights (cessione

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del credito) under the Affected Guaranteed Obligations to receive payment of interest (including, for the avoidance of doubt, any default or deferred interest) not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon; or (ii) in the case of amounts in respect of (B) above (Scheduled Principal), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to receive payment of the principal not paid by the Issuer on the relevant Scheduled Payment Date or such earlier date on which it fell due for payment and to all interest accrued or accruing thereon; and (iii) in addition, if upon payment by Ambac in respect of (A) (Scheduled Interest) and (B) (Scheduled Principal) above there are no outstanding claims of the Class A1 Noteholders against the Issuer in respect of the Guaranteed Obligations (including those claims which fell due on any other Scheduled Payment Date), the Class A1 Notes and all of the rights of the Class A1 Noteholders thereunder (including without limitation all Guarantee Excluded Amounts) (cessione dei titoli). Payment by Ambac of the relevant Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand shall constitute, to the extent indicated above, acceptance of such offer by Ambac: Such offer and acceptance shall be governed by Italian law. Each of the Class A1 Noteholders hereby authorises the Representative of the Noteholders to deliver on behalf of the Class A1 Noteholders any such Notice of Demand and acknowledges and agrees that such Notice of Demand will constitute an irrevocable offer of assignment and transfer as stated above. Each of the Class A1 Noteholders and, to any extent necessary, the Issuer undertakes that it shall perform any actions necessary or requested by Ambac (including giving appropriate instructions to the relevant bank of financial institution with which the relevant Notes are deposited) so as to perfect any such assignment and/or transfer pursuant to applicable law and regulations and irrevocably authorises each of the Representative of the Noteholders and Ambac to perform all such actions on its behalf. For the avoidance of doubt, each of the Class A1 Noteholders acknowledges that the making of any payment by Ambac of the relevant amount in respect of Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand will only discharge Ambac’s obligations under the Ambac Financial Guarantee and will not be deemed to constitute a payment of interest or reimbursement of principal by or on behalf of the Issuer and will not discharge any of the Issuer’s obligations under the Class A1 Notes, which following such payment by Ambac, shall thereafter be due to Ambac as holder of the relevant rights or Class A1 Notes (as the case may be) to the extent of such payment. Each of the Noteholders acknowledges and agrees to Ambac’s right of subrogation to the rights of the Class A1 Noteholders and the assignment and transfer of such Noteholder’s rights and Class A1 Notes to Ambac pursuant to this Condition 3.5. 3.6 FSA Financial Guarantee The Class A2 Notes will have the benefit of the FSA Financial Guarantee. The FSA Financial Guarantee is an unconditional and irrevocable financial guarantee in respect of payments of Scheduled Principal and Scheduled Interest on the Class A2 Notes in favour of the Representative of the Noteholders (for and on behalf of the Class A2 Noteholders). Pursuant to the terms of the FSA Financial Guarantee, FSA guarantees only the payment of Scheduled Interest and Scheduled Principal due under the Class A2 Notes on the relevant Scheduled Payment Date. The FSA Financial Guarantee will not guarantee any amount of Scheduled Interest or Scheduled Principal becoming payable other than on its Scheduled Payment Date, including by reason of the early redemption of any Class A2 Note in accordance with Conditions 7.2(b) or (c) (Mandatory Redemption) or Condition 7.3 (Redemption for Taxation Reasons) or the acceleration of any Class A2 Note pursuant to Condition 11 (Trigger Events). FSA will not be obliged under any circumstances to accelerate payment under the FSA Financial Guarantee and the making of any Accelerated Payment under the FSA Financial Guarantee will be at the sole option of FSA. 3.7 Subrogation: Class A2 Notes Each of the Class A2 Noteholders by way of the purchase of or subscription for the Class A2 Notes,

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expressly agrees that upon FSA or any person acting on its behalf making any payment pursuant to the FSA Financial Guarantee in respect of any Affected Guaranteed Obligations in respect of the Class A2 Notes, including, for the avoidance of doubt, any Accelerated Payments and any Recovered Amounts, and upon receipt of such payment in the designated account pursuant to the FSA Financial Guarantee, FSA shall be fully and automatically subrogated, pursuant to the relevant applicable law and, to the extent applicable, pursuant to Article 1201 of the Italian Civil Code, to all of the rights of the Class A2 Noteholders in respect of the Affected Guaranteed Obligations and/or any Accelerated Payments (as the case may be) to payment of such Guaranteed Obligations (including, without limitation, any rights and benefits attached thereto and any security granted at law by contract or otherwise in respect of the Affected Guaranteed Obligations), to the extent of any such payments made by or on behalf of FSA under the FSA Financial Guarantee and to any right appurtenant thereto, including to all interest accrued and accruing thereon. Each of the Class A2 Noteholders hereby authorises the Representative of the Noteholders to, and the Representative of the Noteholders shall, concurrently upon receipt of the relevant payment by FSA, issue and deliver to FSA a subrogation deed (atto di conferma della surroga) in the form attached to the FSA Financial Guarantee. Delivery by the Representative of the Noteholders of a duly completed Notice of Demand will be treated, to the extent of any amount paid by FSA in respect of (A) Scheduled Interest (including, without limitation, any Accelerated Payment or Recovered Am ount to the extent it relates to Scheduled Interest) and/or (B) Scheduled Principal (including, without limitation, any Accelerated Payment or Recovered Amount to the extent it relates to Scheduled Principal), as an irrevocable offer by the Class A2 Noteholders to assign and transfer to FSA free of any adverse claim: (i) in the case of amounts in respect of (A) above (Scheduled Interest), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to receive payment (including for the avoidance of doubt, any default or deferred interest) of interest not paid by the Issuer on the relevant Scheduled Payment Date and to all interest accrued or accruing thereon; (ii) in the case of amounts in respect of (B) above (Scheduled Principal), all of their rights (cessione del credito) under the Affected Guaranteed Obligations to receive payment of the principal not paid by the Issuer on the relevant Scheduled Payment Date or such earlier date on which it fell due for payment and to all interest accrued or accruing thereon; and (iii) in addition, if upon payment by FSA in respect of (A) (Scheduled Interest) and (B) (Scheduled Principal) above there are no outstanding claims of the Class A2 Noteholders against the Issuer in respect of the Guaranteed Obligations (including those claims which fell due on any other Scheduled Payment Date), the Class A2 Notes and all of the rights of the Class A2 Noteholders thereunder (including without limitation all the rights to receive all amounts payable thereunder whether or not such amounts are scheduled payments) (cessione dei titoli). Payment by FSA of the relevant Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand shall constitute, to the extent indicated above, acceptance of such offer by FSA. Such offer and acceptance shall be governed by Italian law. Each of the Class A2 Noteholders hereby authorises the Representative of the Noteholders to deliver on behalf of the Class A2 Noteholders any such Notice of Demand and acknowledges and agrees that such Notice of Demand will constitute an irrevocable offer of assignment and transfer as stated above. Each of the Class A2 Noteholders and, to any extent necessary, the Issuer undertakes that it shall perform any actions necessary or requested by FSA (including giving appropriate instructions to the relevant bank of financial institution with which the relevant Notes are deposited) so as to perfect any such assignment and/or transfer pursuant to applicable law and regulations and irrevocably authorises each of the Representative of the Noteholders and FSA to perform all such actions on its behalf. For the avoidance of doubt, each of the Class A2 Noteholders acknowledges that the making of any payment by FSA of the relevant amount in respect of Scheduled Interest or Scheduled Principal (as the case may be) specified in the relevant Notice of Demand will only discharge FSA’s obligations under the FSA Financial Guarantee and will not be deemed to constitute a payment of interest or reimbursement of principal by or on behalf of the Issuer and will not discharge any of the Issuer’s

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obligations under the Class A2 Notes, which following such payment by FSA, shall thereafter be due to FSA as holder of the relevant rights or Class A2 Notes (as the case may be) to the extent of such payment. Each of the Noteholders acknowledges and agrees to FSA’s right of subrogation to the rights of the Class A2 Noteholders and the assignment and transfer of such Noteholder’s rights and Class A2 Notes to FSA pursuant to this Condition 3.7. 3.8 The Representative of the Noteholders Each Noteholder, as a result of holding Notes: (i) recognises the Representative of the Noteholders as his/her representative and accepts that (i) he/she is bound by the terms of the Transaction Documents signed by the Representative of the Noteholders (on his/her behalf) as if such Noteholder was a signatory thereto and (ii) the Representative of the Noteholders is entitled to exercise on behalf of the Noteholders their rights and powers deriving from the Transaction Documents in accordance with these Conditions, the Intercreditor Agreement and the Security Documents (including, without limitation, the service of any Notice of Demand to each of the Monolines pursuant to the relevant Financial Guarantee); (ii) acknowledges and accepts that the Representative of the Noteholders has not taken part in the structuring of the Securitisation and it shall not in any event be liable in relation to the legality, validity, effectiveness, adequacy, suitability or genuineness of the Securitisation and the Transaction Documents which it has executed also on the behalf of the Noteholders; (iii) without prejudice to the provisions of the Intercreditor Agreement, acknowledges and accepts that the Joint Lead Managers shall not be liable in respect of any loss, liability, claim, expenses or damage suffered or incurred by any of the Noteholders as a result of the performance by the Representative of the Noteholders of its duties as such provided by the Transaction Documents; (iv) acknowledges and accepts that the Representative of the Noteholders shall not be obliged to implement any resolutions taken by a Noteholders meeting on any matter where the Controlling Party is entitled to give authorisations, instructions and/or directions if (a) the Controlling Party has not given such instructions and/or directions to the Representative of the Noteholders as provided for in the Intercreditor Agreement or (b) that time period within which the Controlling Party has to give such instructions and/or direction to the Representative of the Noteholders as set forth in the Intercreditor Agreement has not yet expired; and (v) acknowledges and accepts that, in the event that the Representative of Noteholders is required to act upon the instructions of the Controlling Party and does not receive such instructions in accordance with the Intercreditor Agreement and is required to make a decision with regard to the exercise and performance of its powers, authorities, duties and discretion under the Intercreditor Agreement, the Representative of Noteholders shall be entitled to call a meeting of the Noteholders in order to obtain the necessary instructions with regard to this exercise and performance of its powers, authorities, duties and discretion under the Intercreditor Agreement and the Conditions. 4. COVENANTS 4.1 For so long as any amount remains outstanding in respect of the Notes, the Issuer shall not, save with the prior written consent of the Representative of the Noteholders (acting on the instructions of the Controlling Party) or as expressly provided in any of the Transaction Documents: 4.1.1 Negative Pledge create or permit to subsist any security interest whatsoever over the Receivables, the Issuer’s Rights or any part thereof or over any of its other assets whatsoever or sell, lend, part with or otherwise dispose of all or any part of the Receivables or the Issuer’s Rights; or 4.1.2 Restrictions on Activities (i) engage in any activity whatsoever which is not incidental to or necessary in

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connection with its by-laws and any of the activities in which the Transaction Documents provide or envisage that the Issuer will engage; or have any subsidiary (società controllata as defined in Article 2359 of the Italian Civil Code) or any affiliate company (società collegata as defined in Article 2359 of the Italian Civil Code) or any employees or premises (whether owned or leased); or (ii) at any time approve or agree or consent to any act or thing whatsoever which may be materially prejudicial to the interests of the Controlling Party or, if the Representative of the Noteholders is the Controlling Party, the Noteholders under the Transaction Documents and not do, or permit to be done, any act or thing in relation thereto which may be materially prejudicial to the interests of the Controlling Party or, if the Representative of the Noteholders is the Controlling Party, the Noteholders under the Transaction Documents; or 4.1.3 Dividends or Distributions pay any dividend or make any other distribution or return or repay any equity capital to its quotaholders, or increase its capital save as required by mandatory provisions of law; or 4.1.4 De-registration ask for de-registration from the register held by the Ufficio Italiano Cambi pursuant to Article 106 of the Consolidated Banking Act or from the register kept by the Bank of Italy under Article 107 of the Consolidated Banking Act, for as long as the Securitisation Law, the Consolidated Banking Act or any other applicable law or regulation requires the company incorporated pursuant to the Securitisation Law to be registered thereon; or 4.1.5 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; or 4.1.6 Merger consolidate or merge with any other person or convey or transfer or lease its properties or assets substantially as an entirety to any other person; or 4.1.7 No Variation or Waiver permit any of the Transaction Documents to which it is party to be amended, terminated or discharged, or exercise any powers of consent or waiver pursuant to the terms of any of the Transaction Documents to which it is a party (including, but not limited to, any power of consent to any prepayment of the Delegations), or permit any party to any of the Transaction Documents to which it is a party to be released from such obligations, except for, following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case and notwithstanding the foregoing, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer and the Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). 4.1.8 Bank Accounts

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have an interest in any bank account other than the Issuer Accounts and the Collateral Account to be opened for any Collateral Amount in respect of any CSA; or 4.1.9 Statutory Documents amend, supplement or otherwise modify its corporate object, its statuto or atto costitutivo except where such amendment, supplement or modification is required by compulsory provisions of Italian law or by the competent regulatory authorities; or 4.1.10 Centre of Interest move its "centre of main interest" (as that term is used in Article 3(1) of the EU Insolvency Regulation) outside the Republic of Italy; or 4.1.11 Branch outside Italy establish any branch or "establishment" (as that term is used in Article 2(h) of the EU Insolvency Regulation) outside the Republic of Italy; or 4.1.12 Corporate Records cease to maintain corporate records, financial statements or books of account separate from those of any other person or entity; or 4.1.13 Corporate Formalities cease to comply with all necessary corporate formalities; or 4.1.14 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, other than in the framework of a refinancing and/or restructuring of the Notes or the Securitisation, subject to the consent of the Controlling Party; or 4.1.15 Form of the Notes re-issue the Notes in paper form or deposit the Notes with a clearing system other than Monte Titoli; or 4.1.16 Hedging cease to use its reasonable endeavours to (i) hedge its payment obligations in relation to the Notes under any Notes Swap Agreement and (ii) replace any terminated Notes Swap Agreement within 30 calendar days from its termination until the Cancellation Date. 5. ORDERS OF PRIORITY 5.1 Application of the Issuer Available Funds The Issuer Available Funds shall not comprise: (i) any Spread Swap Portion (including, for the avoidance of doubt, any Spread Swap Contribution to Enforcement Expenses); (ii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Curing Monoline(s) the Swap Reimbursement Amounts; (iii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Swap Counterparties the amounts due under the Notes Swap Agreements (excluding any termination payments); (iv) any Recovery Costs; (v) the proceeds from the issuance of the Notes paid on the Issue Date on the Payments Account; (vi) the amounts transferred by the Swap Counterparties pursuant to the Notes Swap Agreements to the Payments Account on the Issue Date to pay certain initial costs of the Securitisation and the amounts transferred by the Swap Counterparties pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements; (vii) the Initial Reserve Amount, any Additional Reserve Amount and any amount standing to the

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credit of the Reserve Account; (viii) any amounts paid to the Issuer by any Replacement Swap Counterparty or any amounts paid by the Replacement Swap Counterparty to the Original Swap Counterparty directly, following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with such Original Swap Counterparty, except that the positive difference (if any) between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be), as determined in accordance with the Notes Swap Agreements, shall be paid into the Payments Account and will form part of the Class A1 Available Funds or the Class A2 Available Funds respectively; (ix) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, the Cash Management and Agency Agreement and the relevant Notes Swap Agreement; and (x) for the avoidance of doubt, the monies standing to the credit of any account opened with the Transaction Bank by the Representative of the Noteholders (in its name) or the monies held by any of the Paying Agents on behalf of the Representative of the Noteholders pursuant to the Cash Management and Agency Agreement, in the event that any of the Monolines makes any payment in respect of the relevant Class of Notes in favour of the Representative of the Noteholders (for and on behalf of the relevant Noteholders) pursuant to the Financial Guarantees. 5.2 Pre-Acceleration Order of Priority On each Payment Date prior to the service of a Trigger Notice, the Issuer Available Funds, (or the Class A 1 Available Funds or the Class A2 Available Funds, as applicable) shall be applied in making the following payments in the following order of priority (in each case, only if and to the extent that payments of a higher priority have been made in full) (the “Pre-Acceleration Order of Priority”): (i) to pay, pari passu and pro rata according to the respective amounts thereof in compliance with the Transaction Documents, any and all taxes due and payable by the Issuer to the extent that such taxes have not been met by utilising the amounts standing to the credit of the Reserve Account; (ii) to pay, pari passu and pro rata according to the respective amounts thereof: (a) all due and payable costs and expenses incurred in compliance with the Transaction Documents by the Issuer other than those payable to parties to the Intercreditor Agreement and other than amounts payable to the Rating Agencies, the Joint Lead Managers and the Transferor under (iii)(b), (xii) and (xiii) below; and (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, in each of the cases in (a) and (b) above, to the extent that such costs and/or expenses, as the case may be, have not been met by utilising the amounts standing to the credit of the Reserve Account; (iii) to pay, first, any amounts due and payable under the Transaction Documents to the Representative of the Noteholders; and, second, any amounts due and payable to the Rating Agencies in connection with the rating of the Notes; (iv) to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transaction Documents to the Paying Agents, the Transaction Bank, the Servicer, the Calculation Agent, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer and the Foundation Corporate Servicer; (v) to pay the Swap Residual Amount (if any) to the Reserve Account;

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(vi) (1) by using the Class A1 Available Funds to pay, to Ambac any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the Ambac Fee Letters; (2) by using the Class A2 Available Funds to pay to FSA any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the FSA Fee Letter; (vii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A1 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A1 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A1 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A1 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A1 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A1 Swap Agreement; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A2 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A2 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A2 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A2 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A2 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A2 Swap Agreement; (viii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A2 Notes; (ix) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) the Scheduled Amortisation Amount then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) the Scheduled Amortisation Amount then due and payable on the Class A2 Notes; (x) (1) by using the Class A1 Available Funds, to pay to Ambac any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation

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or otherwise (including any interest payable to it pursuant to the Ambac Reimbursement and Indemnity Agreement); (2) by using the Class A2 Available Funds, to pay to FSA any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the FSA Reimbursement and Indemnity Agreement); (xi) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid: (1) by using the Class A1 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A1 Swap Agreement, other than the termination payments referred to in item (vii)(1) above; (2) by using the Class A2 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A2 Swap Agreement, other than the termination payments referred to in item (vii)(2) above; (xii) by using the aggregate of the remaining Class A1 Available Funds and Class A2 Available Funds (the “Remaining Issuer Available Funds”), once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Subscription Agreement to the Joint Lead Managers; (xiii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transfer Agreements to the Transferor other than the Purchase Price in respect of the Receivables; (xiv) by using all the Remaining Issuer Available Funds, to pay any surplus: (A) prior to the redemption in full of the Notes, to the Collection Account; and (B) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, par i passu and pro rata to the Swap Counterparties. 5.3 Post-Acceleration Order of Priority On each day after the service of a Trigger Notice following the occurrence of a Trigger Event, the Issuer Available Funds (or the Class A1 Available Funds or the Class A2 Available Funds, as applicable) shall be applied in making the following payments in the following order of priority (in each case, only if and to the extent that payments of a higher priority have been made in full) (the "Post-Acceleration Order of Priority" and, together with the Pre-Acceleration Order of Priority, the “Orders of Priority”): (i) to pay, pari passu and pro rata according to the respective amounts thereof in compliance with the Transaction Documents, any and all taxes due and payable by the Issuer to the extent that such taxes have not been met by utilising the amounts standing to the credit of the Reserve Account; (ii) to pay, pari passu and pro rata according to the respective amounts thereof: (a) all due and payable costs and expenses incurred in compliance with the Transaction Documents by the Issuer other than those payable to parties to the Intercreditor Agreement and other than amounts payable to the Rating Agencies, the Joint Lead Managers and the Transferor under (iii)(b), (xii) and (xiii) below; and (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, in each of the cases in (a) and (b) above, to the extent that such costs and/or expenses, as the case may be, have not been met by utilising the amounts standing to the credit of the Reserve Account;

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(iii) to pay, first, any amounts due and payable under the Transaction Documents to the Representative of the Noteholders; and, second, any amounts due and payable to the Rating Agencies in connection with the rating of the Notes; (iv) to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transaction Documents to the Paying Agents, the Transaction Bank, the Servicer, the Calculation Agent, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer and the Foundation Corporate Servicer; (v) to pay the Swap Residual Amount (if any) to the Reserve Account; (vi) (1) by using the Class A1 Available Funds to pay, to Ambac any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the Ambac Fee Letter; (2) by using the Class A2 Available Funds to pay to FSA any payment due to it in respect of the Financial Guarantee Fees or any other amounts pursuant to the FSA Fee Letter; (vii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A1 Swap Agreement, exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A1 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A1 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A1 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A1 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A1 Swap Agreement; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of any relevant Class A2 Swap Agreement exclusively as a result of the occurrence of either (a) an Event of Default (as defined in the relevant Class A2 Swap Agreement) in respect of which the Issuer is the Defaulting Party (as defined therein); or (b) an Illegality (as defined therein) in respect of that Class A2 Swap Agreement; or (c) a Tax Event (as defined therein) in respect of that Class A2 Swap Agreement (but solely where such Tax Event occurs as a result of the Issuer paying any amount due under that Class A2 Swap Agreement net of tax); or (d) an Additional Termination Event specified in Part 1(r)(i) or Part 1(r)(ii) of the relevant Class A2 Swap Agreement; (viii) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Interest paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) all amounts of interest then due and payable on the Class A2 Notes; (ix) (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date thereafter: (A) all amounts due to Ambac by way of subrogation by it into the rights of the Class A1 Noteholders or pursuant to the Ambac Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by Ambac to the Class A1 Noteholders, together with interest on such amounts; and (B) to the extent that payments in (A) have been made in full, the Principal Amount Outstanding of the Class A1 Notes; (2) by using the Class A2 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, on the 18 Months Payment Date and on each Payment Date

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thereafter: (A) all amounts due to FSA by way of subrogation by it into the rights of the Class A2 Noteholders or pursuant to the FSA Reimbursement and Indemnity Agreement or otherwise in respect of Scheduled Principal paid by FSA to the Class A2 Noteholders, together with interest on such amounts; and (B) to the extent that payments in (A) have been made in full, the Principal Amount Outstanding of the Class A2 Notes; (x) (1) by using the Class A1 Available Funds to pay to Ambac any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the Ambac Reimbursement and Indemnity Agreement); (2) by using the Class A2 Available Funds to pay to FSA any amount due to it pursuant to the Transaction Documents other than the amounts referred to in item (vi) above and to provide in full for any such payment (whether the liability to make such payment is actual or contingent) which may become due to it under any such document whether by subrogation or otherwise (including any interest payable to it pursuant to the FSA Reimbursement and Indemnity Agreement (xi) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid: (1) by using the Class A1 Available Funds to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A1 Swap Agreement other than the termination payments referred to in item (vii) (1) above; (2) by using the Class A2 Available Funds, to pay, pari passu and pro rata according to the respective amounts thereof, to each Swap Counterparty any termination payment due to it in respect of termination of the relevant Class A2 Swap Agreement other than the termination payments referred to in item (vii)(2) above; (xii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Subscription Agreement to the Joint Lead Managers; (xiii) by using all the Remaining Issuer Available Funds, once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, to pay, pari passu and pro rata according to the respective amounts thereof, any amounts due and payable under the Transfer Agreements to the Transferor other than the Purchase Price in respect of the Receivables; and (xiv) by using all the Remaining Issuer Available Funds, to pay any surplus: (A) prior to the redemption in full of the Notes, to the Collection Account; and (B) once the Notes have been repaid in full and all amounts due to the Monolines under the Securitisation have been paid, pari passu and pro rata to the Swap Counterparties. 6. INTEREST 6.1 Payment Dates and Interest Periods Each Note bears interest on its Principal Amount Outstanding from (and including) the Issue Date. Interest in respect of the Notes is payable semi-annually in arrears on the 30th day of May and November of each year or, if any such day is not a Business Day, on the next succeeding Business Day (each such date a “Payment Date'') in respect of the Interest Period ending immediately prior thereto. The first Payment Date in respect of the Notes is the Payment Date falling in November 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 the Notes from (and including) the due date for redemption of such part unless payment of principal due and payable but unpaid is improperly withheld or refused,

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whereupon interest shall continue to accrue on such principal (after as well as before judgement) at the Rate of Interest (as defined below) from time to time applicable to the Notes until the moneys in respect thereof have been received by the Representative of the Noteholders or the Principal Paying Agent on behalf of the relevant Noteholders and notice to that effect is given in accordance with Condition 14 (Notices). The Issuer shall arrange for notice to be given forthwith by the Calculation Agent to the Representative of the Noteholders, the Monolines and the Paying Agents and will cause notification to be given to Noteholders in accordance with Condition 14 (Notices), no later than the second Business Day prior to each Payment Date, of any Payment Date on which, pursuant to this Condition, interest on the Notes will not be paid in full. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee any default interest. 6.2 Rate of Interest The relevant rate of interest payable from time to time in respect of each Class of the Notes (the “Rate of Interest”) will be determined by the Principal Paying Agent on the day that is two Target Settlement Days prior to each Payment Date in respect of the Interest Period commencing on that date (save in respect of the Initial Interest Period, where the Rate of Interest will be determined by the Principal Paying Agent two Target Settlement Days prior to the Issue Date) (each a “Quotation Date”). “Target Settlement Date” means any day on which the Trans-European Automated Real- time Gross Settlement Express Transfer System is open. The relevant Rate of Interest applicable to the Notes for each Interest Period (beginning immediately after the relevant Quotation Date) from the Issue Date shall be the aggregate of: (A) either: (1) the rate for six months Euro deposits (except in respect of the Initial Interest Period where the interpolation of the rate for four and five months Euro deposits shall be used) which appears on Reuters Screen Page No. 248 (the "Euro Screen Rate"), as of 11.00 a.m. (Brussels time) on the relevant Quotation Date; or (2) if the Euro Screen Rate is unavailable at such time for six months Euro deposits, then the rate for the relevant Interest Period shall be the arithmetic mean of the rates notified to the Principal Paying Agent at its request by the principal euro-zone office of each of the Reference Banks as the rate at which such deposits for a period of six months commencing on the first day of the relevant Interest Period in a Representative Amount (assuming the Act/360 Day Count Fraction are offered by that Reference Bank to leading banks in the Euro-zone Inter-bank market at or about 11.00 a.m. (Brussels time) on the relevant Quotation Date. If on any such Quotation Date, two only of the Reference Banks provide such offered quotations to the Principal Paying Agent, the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If, on any such Quotation Date, only one of the Reference Banks provides the Principal Paying Agent with such an offered quotation, the rate for the relevant Interest Period will be the arithmetic mean of the rates quoted by four major banks in the Euro-zone, selected by the Principal Paying Agent and the Swap Counterparties (in their capacity as calculation agent under the Swap Agreements) upon consultation with the Representative of the Noteholders acting on the instructions of the Controlling Party (which banks shall be, in the opinion of the Representative of the Noteholders, suitable for such purpose), at approximately 11.00 am, Brussels time, on the first day of the relevant Interest Period for loans in euros to leading European banks for a period of six months commencing on the first day of the Interest Period and in a Representative Amount (which bank shall be, in the opinion of the Representative of the Noteholders, suitable for such purpose). If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the rate for the relevant Interest Period shall be the rate in effect for the last preceding Interest Period to which sub-paragraph (1) of this Condition 6.2(A) shall have applied. and

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(B) a margin of 20 basis points per annum for each Class (the “Margin”). There shall be no maximum or minimum Rate of Interest. 6.3 Determination of Rates of Interest and Calculation of Interest Payment Amounts The Principal Paying Agent shall, on each Quotation Date, determine and notify to the Issuer and the Representative of the Noteholders: (i) the relevant Rate of Interest for each Class of Notes applicable to the Interest Period beginning after such Quotation Date (or in the case of the Initial Interest Period, beginning on and including the Issue Date); and (ii) the Euro amount payable on each Class of Notes in respect of such Interest Period (the “Interest Payment Amount”). The Interest Payment Amount payable in respect of any Interest Period in respect of each Class of Notes shall be calculated by applying the relevant Rate of Interest to the Principal Amount Outstanding of the Notes of such Class on the Payment Date (or, in the case of the Initial Interest Period, the Issue Date) at the commencement of such Interest Period (after deducting therefrom any payment of principal due on that Payment Date), multiplying the product of such calculation by the Act/360 Day Count Fraction, and rounding the resultant figure to the nearest cent (half a cent being rounded up). 6.4 Publication of the Rate of Interest and the Interest Payment Amount The Principal Paying Agent will cause the relevant Rate of Interest and the relevant Interest Payment Amount applicable to each Class of Notes for each Interest Period and the Payment Date in respect of such Interest Payment Amount to be notified promptly after determination to the Issuer, the Representative of the Noteholders, the Issuer Corporate Servicer, the Swap Counterparties, the Monolines, the Calculation Agent, the Luxembourg Stock Exchange and Monte Titoli and will cause the same to be published in accordance with Condition 14 (Notices) as soon as possible after the relevant Quotation Date but in no event later than the first day of the relevant Interest Period. 6.5 Determination or calculation by the Representative of the Noteholders If the Principal Paying Agent or the Issuer, as the case may be, does not at any time for any reason determine the relevant Rate of Interest and/or calculate the relevant Interest Payment Amount for each Class of Notes in accordance with the foregoing provisions of this Condition 6, the Representative of the Noteholders, on behalf of the Issuer (which shall take responsibility for it), shall: (i) determine the relevant Rate of Interest for each Class of Notes 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); and (ii) calculate the relevant Interest Payment Amount for each Class of Notes in the manner specified in Condition 6.3(ii) above, and any such calculation shall be deemed to have been made by the Issuer. 6.6 Notification to be final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6, whether by the Reference Banks (or any of them), the Principal Paying Agent, the Issuer or the Representative of the Noteholders shall (in the absence of wilful default, gross negligence, bad faith or manifest error) be binding on the Reference Banks, the Principal Paying Agent, the Issuer, the Representative of the Noteholders and the Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Reference Banks, the Principal Paying Agent, the Issuer, the Calculation Agent or the Representative of the Noteholders in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder. 6.7 Reference Banks and Principal Paying Agent The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall at all times be four Reference Banks and a Principal Paying Agent. The Principal Paying Agent may not resign until a successor approved in writing by the Representative of the Noteholders has been appointed by

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the Issuer. If a new Principal Paying Agent is appointed the Issuer shall publish a notice in accordance with Condition 14 (Notices). 6.8 Deferral of Interest Without prejudice to Condition 11, if on any Payment Date the Issuer Available Funds, after application for the payment of all items of higher priority under the relevant Order of Priority, are not sufficient to pay, in full or in part, the relevant Interest Payment Amount due in respect of the Notes on such Payment Date, then such amount not payable will be deferred and will be aggregated with the amount of interest due in respect of the Notes on the next succeeding Payment Date and will be treated as if it was payable on such succeeding Payment Date. Deferred interest on the Notes shall accrue no interest. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee deferred interest. 7. REDEMPTION, PURCHASE AND CANCELLATION 7.1 Redemption Unless previously redeemed or cancelled, the Issuer shall redeem the Notes at their Principal Amount Outstanding on the Payment Date falling in November 2035 (the “Final Maturity Date”), provided that there are sufficient Issuer Available Funds. If the Notes are not redeemed in full on the Final Maturity Date, the Issuer shall publish a notice in accordance with Condition 14 (Notices) and inform the Luxembourg Stock Exchange. 7.2 Mandatory Redemption Subject to the availability of Issuer Available Funds that may be applied for such purpose in accordance with the relevant Order of Priority, the Notes will be subject to mandatory redemption in full or in part: (a) prior to the service of a Trigger Notice, on the 18 Months Payment Date and on each Payment Date thereafter, by payment of the relevant Scheduled Amortisation Amount then due as set out in the table below in accordance with the Pre-Acceleration Order of Priority; (b) following the service of a Trigger Notice, by payment, starting from (and including) the later of the 18 Months Payment Date and the day on which the Trigger Notice is given, of their relevant Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Post-Acceleration Order of Priority; and (c) in the case of a “Redemption for Taxation Reasons” pursuant to Condition 7.3, by payment on the immediately following Payment Date thereafter of an amount equal to their relevant Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Pre-Acceleration Order of Priority. Neither of the Financial Guarantees will guarantee the payment of any amount prior to its scheduled date for payment, including without limitation by reason of the early redemption of any Notes pursuant to Conditions 7.2(b) and (c) (Mandatory Redemption) and 7.3 (Redemption for Taxation Reasons) or the service of a Trigger Notice pursuant to Condition 11 (Trigger Events). Neither Ambac nor FSA will under any circumstances be required to accelerate payment under the Ambac Financial Guarantee or the FSA Financial Guarantee respectively. “Scheduled Amortisation Amount” (and “Scheduled Principal” under the relevant Financial Guarantee) means in relation to the 18 Months Payment Date and on each Payment Date thereafter, the amount of principal due under the Notes set out opposite such Payment Date in the table below:

Scheduled Amortisation Amount (Euro) Payment Date Class A1 Notes Class A2 Notes

May 2009 34,717,658.21 34,717,658.21 November 2009 9,558,873.36 9,558,873.36

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May 2010 7,364,834.41 7,364,834.41 November 2010 7,566,554.59 7,566,554.59 May 2011 7,895,834.58 7,895,834.58 November 2011 8,110,913.06 8,110,913.06 May 2012 8,092,601.08 8,092,601.08 November 2012 8,315,475.25 8,315,475.25 May 2013 8,661,644.06 8,661,644.06 November 2013 8,783,037.08 8,783,037.08 May 2014 9,139,459.50 9,139,459.50 November 2014 9,276,639.33 9,276,639.33 May 2015 9,643,886.50 9,643,886.50 November 2015 9,797,732.47 9,797,732.47 May 2016 10,176,407.40 10,176,407.40 November 2016 10,562,450.31 10,562,450.31 May 2017 10,955,889.90 10,955,889.90 November 2017 10,940,500.36 10,940,500.36 May 2018 11,344,237.07 11,344,237.07 November 2018 11,554,263.05 11,554,263.05 May 2019 11,971,460.21 11,971,460.21 November 2019 12,202,210.05 12,202,210.05 May 2020 12,538,285.86 12,538,285.86 November 2020 12,883,619.35 12,883,619.35 May 2021 13,329,971.08 13,329,971.08 November 2021 13,695,106.73 13,695,106.73 May 2022 14,157,683.78 14,157,683.78 November 2022 14,543,365.02 14,543,365.02 May 2023 15,022,672.85 15,022,672.85 November 2023 15,187,088.80 15,187,088.80 May 2024 15,605,388.62 15,605,388.62 November 2024 16,035,211.47 16,035,211.47 May 2025 16,550,684.11 16,550,684.11 November 2025 16,932,738.28 16,932,738.28 May 2026 17,467,896.00 17,467,896.00 November 2026 17,880,256.86 17,880,256.86 May 2027 18,436,196.32 18,436,196.32 November 2027 18,941,226.62 18,941,226.62 May 2028 19,517,917.04 19,517,917.04 November 2028 19,939,874.67 19,939,874.67 May 2029 20,540,987.99 20,540,987.99 November 2029 21,054,892.01 21,054,892.01

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May 2030 21,680,461.52 21,680,461.52 November 2030 22,232,017.27 22,232,017.27 May 2031 22,883,405.46 22,883,405.46 November 2031 23,474,710.46 23,474,710.46 May 2032 24,121,319.38 24,121,319.38 November 2032 24,814,147.44 24,814,147.44 May 2033 25,518,592.30 25,518,592.30 November 2033 26,213,826.40 26,213,826.40 May 2034 26,944,888.28 26,944,888.28 November 2034 27,636,446.80 27,636,446.80 May 2035 28,406,377.05 28,406,377.05 November 2035 29,180,182.44 29,180,182.44

If on the 18 Months Payment Date and on each Payment Date falling thereafter the Issuer Available Funds, after application for the payment of all items of higher priority under the relevant Order of Priority and any amount payable in accordance with Condition 5 (Orders of Priority), are not sufficient to pay, in full or in part, the relevant Scheduled Amortisation Amount due in respect of the Notes on such Payment Date, then such amount not payable will be deferred and will be aggregated with the amount of principal due in respect of the Notes on the next succeeding Payment Date and will be treated as if it was payable on such succeeding Payment Date. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee any accelerated payments or any other additional amounts, including payments to be made pursuant to this Condition 7.2. 7.3 Redemption for Taxation Reasons If any of the following events (each, a "Tax Event") occurs: (A) following a change of law, interpretation or administration thereof, the Issuer becomes unconditionally subject to taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction; or (B) the Issuer (or any person on its behalf) is required (by reason of a change of law, interpretation or administration thereof) to deduct or withhold from any payment of principal or interest on the Notes, any payment under the Swap Agreements or any payment due and payable to any of the Other Issuer Creditors or any other party to the Transaction Documents for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction, other than, in the case of payments of principal or interest on the Notes, when such withholding or deduction is imposed for or on account of imposta sostitutiva under Legislative Decree No. 239 of 1 April 1996 as the same is in force as at the Issue Date or on a payment to an individual pursuant to the European Withholding Tax Directive; or (C) any amounts received by the Issuer from the Swap Counterparties, any of the Other Issuer Creditors or any other party to the Transaction Documents are subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein or any other applicable taxing authority having jurisdiction, then the Issuer, having given not more than 60 nor less than 30 calendar days' notice in writing to the

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Monolines, the Representative of the Noteholders and the Noteholders in accordance with Condition 14 (Notices) and having informed the Luxembourg Stock Exchange, may, with the consent of the Controlling Party (unless the Controlling Party is the Representative of the Noteholders) or, if so directed by the Controlling Party (or, if the Controlling Party is the Representative of the Noteholders, by an Extraordinary Resolution of the Meeting of the Noteholders) shall redeem, in whole but not in part, the Notes at their relevant Principal Amount Outstanding (plus any accrued (but unpaid) interest on the Notes up to and including the relevant Payment Date) on the next following Payment Date, subject to the following conditions: (i) the Issuer shall provide a certificate signed by its legal representative stating that the Issuer is entitled to effect such redemption and setting forth a statement of fact showing that the conditions precedent to such redemption have occurred; (ii) the Issuer shall deliver to the Representative of the Noteholders and the Controlling Party a legal opinion (in form and substance satisfactory to the Representative of the Noteholders and the Controlling Party) from a firm of tax lawyers in the relevant jurisdiction (approved in writing by the Representative of the Noteholders) on the effect of the relevant Tax Event; and (iii) the Issuer shall certify and produce evidence acceptable to the Representative of the Noteholders and the Controlling Party that it will have the necessary funds, not subject to the interest of any other person, to discharge all its outstanding liabilities in respect of the Notes and any amount required under these Conditions and the Intercreditor Agreement to be paid in priority to or pari passu with the Notes. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee any accelerated payments or any other additional amounts, including payments to be made pursuant to this Condition 7.3. 7.4 Note Principal Payments and Principal Amount Outstanding The Calculation Agent shall determine on each Calculation Date and in accordance with the Cash Management and Agency Agreement: (i) the amount of the Issuer Available Funds and/or the Single Class of Notes Available Funds (if any); (ii) the amounts required to be paid on the next following payment date out of the Payments Account by way of principal payments in respect of each Class of Notes (if any) in accordance with the applicable Order of Priority set forth in Condition 5; and (iii) the relevant principal amount outstanding of each Class of Notes on the next following Payment Date, after deducting any principal payment due to be made on that Payment Date (if any) (the “Principal Amount Outstanding”). Each determination by or on behalf of the Issuer as contemplated above shall in each case (in the absence of wilful default, bad faith or manifest error) be final and binding on all persons. The Issuer will, no later than each Calculation Date, cause each determination of a principal payment (if any) and relevant Principal Amount Outstanding to be notified forthwith by the Calculation Agent to the Representative of the Noteholders, the Paying Agents, the Luxembourg Paying and Listing Agent, the Monolines, the Luxembourg Stock Exchange and Monte Titoli and will cause notice of each determination of a principal payment and the relevant Principal Amount Outstanding to be given in accordance with Condition 14 (Notices). If no principal payment or Principal Amount Outstanding is determined by or on behalf of the Issuer 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. 7.5 No Purchase by Issuer The Issuer may not repurchase any of the Notes at any time. 7.6 Cancellation

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If the Notes cannot be redeemed in full on the Final Maturity Date as a result of the Issuer having insufficient Issuer Available Funds, then any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of the Notes until the earlier of (i) the date on which the Notes are redeemed in full and (ii) the last Business Day of November 2040 or, if any legal proceedings have been commenced against the Region in relation to the Delegations or the Receivables before such date, the date on which the Representative of the Noteholders (which, for such purpose, shall rely on an opinion issued by an accountant and a legal expert) has certified to the Issuer and the Monolines that all the Collections and Recoveries due in respect of the Delegations and the Receivables have been received and recovered and that all judicial and enforcement procedures in respect of the Delegations and the Receivables have been exhausted (i.e. the relevant enforcement proceeding ended and the funds recovered have been paid to the claimant), at which date any amounts remaining outstanding in respect of the Notes shall be deemed to be released by the Noteholders and the Notes shall be cancelled (the "Cancellation Date"). 8. PAYMENTS 8.1 Payments of Principal and Interest Payments of principal and interest in respect of the Notes will be credited, according to the instructions of Monte Titoli, by the Italian Paying Agent on behalf of the Issuer to 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 relevant Noteholders or through Euroclear and Clearstream Luxembourg to the accounts of the relevant Noteholder with Euroclear and Clearstream Luxembourg, in accordance with the rules and procedures of Monte Titoli, Euroclear or Clearstream Luxembourg, as the case may be. 8.2 Taxes Payments of principal and interest in respect of the Notes are subject in all cases to any fiscal or other laws and regulations applicable thereto. 8.3 No Business Day If the due date for any payment of principal and/or interest is not a Business Day, the Noteholder will not be entitled to payment of the relevant amount until the immediately following Business Day. Noteholders will not be entitled to any interest or other payment as a consequence of any delay after the due date in receiving the amount due which is a result of the due date not being a Business Day. 8.4 Termination of Appointment of the Paying Agents and the Luxembourg Paying and Listing Agent The Issuer reserves the right, subject to the prior written approval of the Representative of the Noteholders, acting upon instructions of the Controlling Party, at any time to vary or terminate the appointment of any of the Paying Agents and the Luxembourg Paying and Listing Agent and to appoint additional or other paying agents provided that (for so long as the Notes are listed on the official list of 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. The Issuer will cause notice of any change in or addition to the paying agents or their specified offices to be given in accordance with Condition 14 (Notices). 9. TAXATION All payments in respect of 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 Decree 239 Withholding 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 holder of Notes on account of such withholding or deduction. The Financial Guarantees only guarantee scheduled payments of principal and interest and do not guarantee any additional amounts on account of such withholding or deduction. 10. PRESCRIPTION Claims against the Issuer for payments in respect of interest under the Notes shall be prescribed and become void unless made within five years from the appropriate Relevant Date in respect of them; whereas payments in respect of principal under the Notes shall be prescribed and become void unless

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made within ten years from the appropriate Relevant Date in respect of them. 11. TRIGGER EVENTS The Representative of the Noteholders may, with the consent of the Controlling Party, and shall, if so instructed by the Controlling Party, serve a written notice on the Issuer declaring the Notes due and payable (a “Trigger Notice”) if any of the following events (each, a “Trigger Event ”) occurs: 1. Non-payment: default is made by the Issuer (a) in the payment, on any Payment Date, of any amount of interest due and payable in respect of any of the Notes, or (b) in the payment, on the 18 Months Payment Date and on any Payment Date thereafter, of any amount due and payable as Scheduled Amortisation Amount in respect of any of the Notes on such Payment Date, or 2. Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes, or any of them, or of any of the Transaction Documents to which it is a party (other than a default as set out in (1) above) and such default is, in the sole opinion of the Controlling Party, (a) incapable of remedy or (b) capable of remedy but remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer; or 3. Breach of representations and warranties: any of the representations and warranties given by the Issuer or the Transferor in respect of the Receivables under any of the Transaction Documents to which it is party proves to have been incorrect or misleading in any material respect in the sole opinion of the Controlling Party; or 4. Insolvency: (i) the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (among which, without limitation, “fallimento” and “concordato preventivo” within the meanings ascribed to those expressions by the laws of the Republic of Italy), or application for the commencement of any such proceeding is made or a chargor takes possession of the whole or a substantial part of the undertaking or assets of the Issuer; or (ii) the Issuer takes any action for a readjustment or deferment of the generality of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments; or 5. Winding-up: 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 an amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders acting upon instructions of the Controlling Party); or 6. Unlawfulness: it is or becomes unlawful (in any respect reasonably deemed by the Representative of the Noteholders, acting upon the instructions of the Controlling Party, to be material) for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any other Transaction Document to which it is a party or any material obligation of the Issuer under a Transaction Document ceases to be legal, binding and enforceable; or 7. Default by the Region: a default is made by the Region and is not remedied for a period of six Business Days, in the payment by the Region of any amounts due and payable by it pursuant to the Delegations, or 8. Others: (i) the Delegations (or any of them) are revoked, invalidated or rescinded, in whole or in part; or (ii) any laws, decrees and resolutions issued by the Region or the Republic of Italy, which are relevant to the Securitisation, are revoked, declared unconstitutional or amended or new laws, decrees and resolutions are issued that, in each case, in the sole opinion of the Controlling Party (which may be based on such legal or other advice as the Controlling Party shall deem appropriate and which opinion shall not be called into question as a result of relying on such advice or otherwise), negatively impact the ability of the Issuer to perform its obligations under the Notes and the Transaction Documents of the Securitisation in any material respect. Following the service of a Trigger Notice, the Notes will become due and payable at their Principal Amount Outstanding on the day on which the Trigger Notice is given together with interest and other amounts accrued thereon and all payments of principal, interest and any other amounts due in

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respect of the Notes shall be made in accordance with the Post-Acceleration Order of Priority and the Intercreditor Agreement. 12. ENFORCEMENT – NOTIFICATIONS At any time after the Notes have become due and repayable as a consequence of a Trigger Notice, the Representative of the Noteholders may, acting on the instructions of the Controlling Party, without further notice, take such steps and/or institute such proceedings against the Issuer (including but not limited to the sale of the Receivables and the Delegations pursuant to the Intercreditor Agreement) as it may think fit to enforce the provisions of the Notes and any other Transaction Documents in accordance with the Intercreditor Agreement and the Rules of the Organisation of the Noteholders. No Noteholder will have the right or shall otherwise be entitled to proceed directly or to bring any enforcement action whatsoever against the Issuer or against any assets of the Issuer to enforce any of the security created under the Security Documents or the Financial Guarantees. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of these Conditions by the Representative of the Noteholders, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders or the Issuer shall attach to the Representative of the Noteholders in connection with the exercise or non- exercise by either or any of them of their powers, duties and discretions hereunder. 13. THE REPRESENTATIVE OF THE NOTEHOLDERS 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. Pursuant to the Rules of the Organisation of 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, as legal representative of the Organisation of the Noteholders, is made by the Noteholders subject to and in accordance with the Rules of the Organisation of Noteholders and subject to the prior written consent of the Controlling Party, except for the initial Representative of the Noteholders appointed at the time of issue of the Notes, who is appointed by the Joint Lead Managers in the Subscription Agreement. Each Noteholder is deemed to accept such appointment. 14. LIMITED RECOURSE – NON PETITION Notwithstanding any other provision of these Conditions, all obligations of the Issuer, including, without limitation, the obligations under any Transaction Document, are limited recourse obligations of the Issuer, conditional upon and limited to the Issuer Available Funds available for payment pursuant to Condition 5 (Orders of Priority) which shall be applied in accordance with the applicable Order of Priority and the terms of the Intercreditor Agreement. In consideration of the limited recourse nature of the obligations of the Issuer pursuant to the Securitisation Law and the Transaction Documents and without prejudice to the right of the Representative of the Noteholders to enforce the Security Deeds or to exercise any of its other rights thereunder, each of the Noteholders, until one year and one day have elapsed following the full repayment or cancellation of the Notes and full repayment of any obligations to any of the Monolines under the Transaction Documents, in no event will (i) institute against, or join any other person in instituting against, the Issuer any bankruptcy proceedings, reorganisation or winding up, and (ii) start, or join any person in starting a foreclosure proceeding against the Issuer or in relation to the whole or any part of the undertakings or assets of the Issuer. 15. NOTICES So long as the Notes are held on behalf of the Noteholders by Monte Titoli, notices to the Noteholders may be given through the systems of Monte Titoli. In addition, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any notice regarding the Notes to such Noteholders shall be deemed to have been duly given if published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d’Wort or any of its successor) or on the website of the Luxembourg Stock Exchange (www.bourse.lu) or if this is not practicable, in another appropriate English language newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date

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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 Noteholders if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the rules of the stock exchange on which the Notes are then listed and provided that notice of such other method is given to the holders of the Notes in such manner as the Representative of the Noteholders shall require. 16. GOVERNING LAW AND JURISDICTION The Notes are governed by Italian law. The Courts of Milan shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with these Notes including those relating to their validity, interpretation, performance and termination.

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EXHIBIT 1 TO THE TERMS AND CONDITIONS OF THE NOTES RULES OF THE ORGANISATION OF NOTEHOLDERS

TITLE I GENERAL PROVISIONS Article 1 General The Organisation of Noteholders is created by the issue and by the subscription of the Notes, and shall remain in force and in effect until full repayment or cancellation of the Notes. The contents of these Rules are considered included in each Note issued by the Issuer. All the rights, powers (including exclusive powers), authorities and discretions vested in the Noteholders pursuant to these Rules and all the powers, authorities, duties and discretions vested in the Representative of the Noteholders pursuant to these Rules, are subject to the provisions of Condition 3 and to the terms of the Intercreditor Agreement. Article 2 Definitions Any reference herein to an “Article” shall be a reference to an article of these Rules. Unless otherwise provided in the Rules, any capitalised term shall have the same meaning attributed to it in the Conditions. In these Rules, the following expressions have the following meanings: "Basic Terms Modification" means: (a) the modification of the Final Maturity and/or Cancellation Date of the Notes; (b) a modification which would have the effect of postponing any date for the payment of principal or interest in respect of the Relevant Class of Notes (other than any postponement permitted under the Conditions); (c) a modification which would have the effect of reducing, cancelling or annulling the principal amount outstanding payable in respect of the Relevant Class of Notes or the rate of interest applicable in respect of the Relevant Class of Notes; (d) a modification which would have the effect of altering the majority required to pass an Extraordinary Resolution or the quorum required at any Meeting; (e) a modification which would have the effect of altering the currency of payment of the Relevant Class of Notes or any alteration of the date of priority of redemption of the Relevant Class of Notes; (f) a modification which would have the effect of altering the authorisation for or consent by the Noteholders, as pledgees, to the funds being managed as provided for in the Transaction Documents, (g) the appointment or removal of the Representative of the Noteholders; (h) the substitution of any other subject instead of the Issuer as the principal obligor under the Relevant Class of Notes; (i) an amendment of this definition; and (j) the proposals of the Representative of the Noteholders regarding the modification of any of the Transaction Documents to which the Representative of the Noteholders is a party, except in any case for, following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements. In such case, there will be no reduction of the amounts payable under the Confirmations of the Class A1 Swap Agreements and the Class A2 Swap Agreements by the Swap Counterparties to the Issuer and, the Issuer shall not agree to a reduction of the Delegations, unless (i) it has obtained the prior consent of the Monolines and the prior written consent of the Representative of the Noteholders, acting on the instruction of the Controlling Party; (ii) proper conforming adjustments are made to the Transaction Documents and the Delegations with the prior consent of the Monolines; (iii) the Rating Agencies have been notified of such reduction and consequent amendments; (iv) the Issuer and the Monolines have received satisfactory legal opinions confirming validity, binding effect and enforceability of the Delegations and the Transaction Documents; (v) all costs, expenses and taxes of the Issuer and the Monolines connected with the said reduction and consequent amendments (including legal fees) are covered by the Swap Counterparties; and (vi) in any case the aggregate amount due on each Region Payment Date under the Delegations after any reduction will not be lower than the amounts

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payable by the Issuer under the Swap Agreements (after the termination, in whole or in part, of the Spread Swap Agreements). “Blocked Notes” means the Notes that the relevant Monte Titoli Account Holder has blocked, under request of the relevant Noteholder, in connection with a Meeting and for the purposes of either (i) obtaining a Voting Certificate from the Principal Paying Agent (or any depositary intermediary authorised to issue a Voting Certificate) or (ii) issuing Block Voting Instruction to the relevant Monte Titoli Account Holder on how to vote at the Meeting. “Block Voting Instruction” means, in relation to any Meeting (and/or its adjournments), a document issued by the Italian Paying Agent: (a) certifying that the Blocked Notes have been blocked in an account with a clearing system or Monte Titoli Account Holder and will not be released until a specified date falling after 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 Principal Paying Agent that the votes attributable to such Blocked Note are to be cast in a particular way on each resolution to be put to the Meeting and that, during the period of 48 hours before the time fixed for the Meeting, such instructions may not be amended or revoked; (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 Proxy Holder 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 10 of these Rules. “Class A1 Noteholders” means the holders of the Class A1 Notes. “Class A2 Noteholders” means the holders of the Class A2 Notes. “Class A1 Notes” means the Series 2007-1 Euro 870,000,000 Class A1 Asset Backed Floating Rate Notes due 2035. “Class A2 Notes” means the Series 2007-1 Euro 870,000,000 Class A2 Asset Backed Floating Rate Notes due 2035. “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 passed at a Meeting of the Relevant Class of Noteholders (duly convened and held in accordance with the provisions contained in these Rules) relating to a Basic Terms Modification or any other matters listed in Article 6 below. “Italian Paying Agent” means Citibank N.A., Milan branch, in its capacity as Italian paying agent in respect of the Notes. “Meeting” means a meeting of the Noteholders or the Relevant Class of Noteholders, as the context may require, whether originally convened or resumed following an adjournment. “Noteholders” means, jointly, the Class A1 Noteholders and the Class A2 Noteholders. “Notes” means the Class A1 Notes and the Class A2 Notes. “Ordinary Resolution” means any resolution on matters which are not included in the definition of Extraordinary Resolution set out in Article 6 below. “Principal Paying Agent” means Citibank N.A., London branch, in its capacity as principal paying agent in respect of the Notes. “Proxy” means, with respect to any Meeting (and/or its adjournments), written instructions issued by the Noteholder which authorise a Proxy Holder to vote according to such instructions with respect to the Blocked Notes; the signature of the person issuing such instructions shall be authenticated by the relevant Monte Titoli Account Holder, or, if they deem it expedient not to disclose the names or details of each such Noteholder, such Monte Titoli Account Holder may otherwise certify under its own responsibility that such Proxy has been released by a Noteholder duly authorised to do so. “Proxy Holder” means, in relation to any Meeting (and/or its adjournments), a designated physical person (or a person to be appointed by a certain company or entity among its employees) appointed to vote pursuant to the relevant Proxy. “Relevant Class of Noteholders” means the Class A1 Noteholders or the Class A2 Noteholders, as the context may require. “Relevant Class of Notes” means the Class A1 Notes or the Class A2 Notes, as the context may require. “Relevant Fraction” means:

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(a) for voting on any Ordinary Resolution, over 10% of the principal amount outstanding of the relevant Class of Notes; and (b) for voting on any Extraordinary Resolution provided under Article 6, (g) and (h), over 25% of the principal amount outstanding of the relevant Class of Notes; and (c) for voting on any Extraordinary Resolution other than any Extraordinary Resolution pursuant to Article 6 (a), (g) and (h), over 50% of the principal amount outstanding of the relevant Class of Notes; and (d) for voting on any Extraordinary Resolution relating to a Basic Terms Modification pursuant to Article 6 (a), over 75% of the principal amount outstanding of the relevant Class of Notes; provided, however, that, in the case of a Meeting which has resumed after adjournment for lack of a quorum it means: (e) for voting on any Ordinary Resolution or on Extraordinary Resolutions not relating to a Basic Terms Modification pursuant to Article 6 (a), the fraction of the aggregate Principal Amount Outstanding of the Relevant Class of Notes represented or held by the Voters actually present at the Meeting; and (f) for voting on any Resolution relating to a Basic Terms Modification pursuant to Article 6 (a), over 25% of the principal amount outstanding of the relevant class of Notes. “Required Majority” means (i) the majority of one-tenth of the aggregate Principal Amount Outstanding of the Relevant Class of Notes represented or held by the Voters actually present at the Meeting for approving the Ordinary Resolution; (ii) the majority of two-thirds of the aggregate Principal Amount Outstanding of the Relevant Class of Notes represented or held by the Voters actually present at the Meeting for approving an Extraordinary Resolution other than one relating to a Basic Terms Modification; and (iii) the majority of three-quarters of the aggregate Principal Amount Outstanding of the Relevant Class of Notes represented or held by the Voters actually present at the Meeting for approving an Extraordinary Resolution relating to a Basic Terms Modification. “Rules” means these Rules of the Organisation of Noteholders. “Specified Office” means the office of the Principal Paying Agent located at Citigroup Centre, 33 Canada Square, Canary Wharf, London, E14 5LB, United Kingdom. “Voter” means, in relation to any Meeting, the holder of a Voting Certificate or a Proxy. “Voting Certificate” means, in relation to any Meeting (and/or its adjournments), a certificate that allows a Noteholder to participate in person or through a Proxy Holder at a certain Meeting (and/or its adjournments), requested by the interested Noteholders and issued by the Principal Paying Agent or the depository intermediary of the Notes and dated, in accordance with articles 33 and 34 of CONSOB Regulation 11768 of the 23 December 1998 (as subsequently amended and supplemented) to the extent they are applicable, in which it is stated inter alia: (a) that the Blocked Notes have been blocked in an account with a clearing system or Monte Titoli and will not be released until the earlier of: (i) the conclusion of the Meeting or any adjournment of such Meeting; (ii) the surrender of the certificate to the Principal Paying Agent; (b) the number of the Blocked Notes; and (c) that the bearer of such certificate is entitled to attend and vote at the Meeting (and/or its adjournments) in respect of the Blocked Notes. A Voting Certificate shall be valid until the conclusion of the Meeting (and/or its adjournment) specified in the Voting Certificate and the Principal Paying Agent shall not be allowed to authorise the Monte Titoli Account Holder to release the relevant Notes before the date of such Meeting (and/or its adjournment) unless the Voting Certificate is first surrendered to it. So long as a Voting Certificate is valid, the bearer thereof shall be considered to be the holder of the Notes to which such Voting Certificate refers for all purposes in connection with the Meeting. “Voting Instructions” means the Voting Certificates and the Block Voting Instructions. “Written Resolution” means a resolution in writing signed by or on behalf of all the Noteholders or all the Relevant Class of Noteholders who for the time being are entitled to receive notice of a Meeting and to participate in such 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 of such Noteholders. “24 hours” means a period of 24 hours including all or part of a day on which banks are open for business in the place where the Meeting is to be held, and such period shall be extended by one period or, to the extent necessary, by more periods of 24 hours until it includes the aforesaid all or part of a day upon which banks are open for business as aforesaid. “48 hours” means 2 consecutive periods of 24 hours. Any reference below to a “Class” of Notes or a “Class” of Noteholders shall be a reference to the Class A1 Notes or the Class A2 Notes, as the case may be, or the respective Noteholders.

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Unless otherwise provided in these Rules, or the context requires otherwise, words and expressions used in these Rules shall have the same meanings and constructions ascribed to them in the Conditions. Article 3 Organisation’s purpose Each Noteholder is a member of the Organisation of Noteholders. The purpose of the Organisation of Noteholders is to coordinate the exercise of the rights of the Noteholders and, in general, to take any action to protect the common interests of the Noteholders in relation to the Issuer. TITLE II THE MEETING OF NOTEHOLDERS Article 4 Convening of Meeting and formalities Subject to the Intercreditor Agreement, the Meeting may be convened for discussing and approving either an Ordinary Resolution or an Extraordinary Resolution or both of them. The Representative of the Noteholders may convene a Meeting at any time and shall do so if it is requested to do so in writing (i) by a number of the Relevant Class of Noteholders representing not less than one tenth of the aggregate Principal Amount Outstanding of the Relevant Class of Notes; or (ii) by the Issuer. Whenever the Issuer requests the Representative of the Noteholders to convene any such Meeting, it shall immediately give notice in writing to the Representative of the Noteholders and the Controlling Party specifying the day, time and location of such Meeting, and the items to be discussed in the agenda. Every such Meeting will be held in the place indicated or approved by the Representative of the Noteholders. At least 21 days prior to the day set for the Meeting (exclusive of the day on which the notice is delivered and of the day of the Meeting), notice in writing must be provided (upon instruction from the Representative of the Noteholders) by the Principal Paying Agent to the Relevant Class of Noteholders and to the Representative of the Noteholders (and a copy of such notice must be provided to the Issuer and the Monolines) of the day, time and location of the Meeting. The notice shall set out the full text of any resolution to be voted on. In addition, the notice shall state that the Relevant Class of Notes have to be blocked for the purposes of Voting Instructions not later than 48 hours before the time fixed for the Meeting. Should such formalities not be fulfilled, a Meeting is validly held if the entire Principal Amount Outstanding of the Relevant Class of Notes is represented thereat and the Issuer and the Representative of the Noteholders are present. Subject to the provisions of these Rules and of the Conditions, joint meetings of the Class A1 Noteholders and the Class A2 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 Class of Notes; and (b) business which in the opinion of the Representative of the Noteholders affects more than one Class of Notes shall be transacted either at separate Meetings of the Relevant Class of Noteholders or at a single Meeting of all the Noteholders of all such Classes of Notes as the Representative of the Noteholders shall determine in its absolute discretion. In this paragraph “business” includes (without limitation) the passing or rejection of any resolution. Article 5 Powers of the Meeting Subject to the provisions of the Intercreditor Agreement and of these Rules, a Meeting of the Relevant Class of Noteholders shall have the power, without prejudice to any powers conferred on it or any other person, to approve the matters set out in the following Articles and to consider any other matters proposed to the Meeting for review by the Noteholders of such Class, the Representative of the Noteholders or the Issuer. Any reference to a Class of Notes shall, in the context of the Class A1 Notes and the Class A2 Notes, be construed as meaning the Class A1 Notes and the Class A2 Notes as one single Class of Notes and not as two separate Classes and, consequently, the Representative of the Noteholders has no discretion to consider whether there might be a conflict of interests between the holders of the Class A1 Notes and the Class A2 Notes, and therefore a Meeting of such Noteholders must be a joint meeting- Article 6

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Extraordinary Resolutions Subject to the provisions of the Intercreditor Agreement and of the Conditions, the Meeting of the Noteholders of any Class of Notes shall have exclusive power exercisable by Extraordinary Resolution only in relation to: a) the approval of any Basic Terms Modification; b) the approval of any proposal by the Issuer for any alteration or waiver of the rights of the Noteholders against the Issuer; c) the approval of any amendments of the provisions of (i) these Rules; (ii) the Conditions; (iii) the Intercreditor Agreement; (iv) the Cash Management and Agency Agreement; or (v) any other Transaction Document which shall be proposed by the Issuer, the Representative of the Noteholders and/or any other party thereto, except in any case of – following the Issue Date, any reduction of the fixed amounts payable by the Issuer under the Spread Swap Agreements by terminating, in whole or in part, the Spread Swap Agreements; (d) the discharge or exoneration, including prior discharge or exoneration, of the Representative of the Noteholders from any liability in relation to any act or omission for which the Representative of the Noteholders is or may become liable pursuant or in relation to these Rules, the Conditions or any other Transaction Document; (e) the grant of any authority, order or sanction which, under the provisions of these Rules or of the Conditions, must be granted pursuant to an Extraordinary Resolution; (f) the authorisation and ratification of the actions of the Representative of the Noteholders in compliance with these Rules, the Intercreditor Agreement, and any other Transaction Document; (g) the authorisation to the Representative of the Noteholders to issue a Trigger Notice as a result of a Trigger Event pursuant to Condition 11 (Trigger Events) of the Conditions; (h) the waiver of any breach, including the right to authorise a proposed breach by the Issuer of its obligations deriving from the Transaction Documents or the Notes, or a waiver from servicing a Trigger Notice; and (i) 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, provided however that: (a) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class A1 Noteholders shall be effective unless it is sanctioned by an Extraordinary Resolution of the Class A2 Noteholders (to the extent that the Class A2 Notes are then outstanding); and (b) no Extraordinary Resolution involving a Basic Terms Modification passed by the Class A2 Noteholders shall be effective unless it is also sanctioned by an Extraordinary Resolution of the Class A1 Noteholders (to the extent that the Class A1 Notes are then outstanding). Article 7 Issue and validity of Voting Certificates and Block Voting Instructions The holder of a Blocked Note may, to the extent provided by applicable laws, obtain a Voting Certificate from the relevant depository intermediary or require the Italian Paying Agent to issue a Block Voting Instruction, by arranging for such Note to be blocked in an account with a Monte Titoli Account Holder not later than 48 hours before the time fixed for the Meeting (and/or any adjourned Meeting). 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 Holder named therein 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. If a Proxy is not deposited before such deadline, it shall not be valid unless the Chairman decides otherwise before the Meeting proceeds to discuss the items on the agenda. The Block Voting Instructions and Proxies shall be valid until the release of the Blocked Notes to which they relate. A Block Voting Instruction shall be valid only if it is deposited at the Specified Office, or at some other place approved by the Principal Paying Agent, at least 24 hours before the time fixed for the Meeting or the Chairman decides otherwise before the Meeting proceeds to business. If the Principal Paying Agent 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 Principal Paying Agent shall not be obliged to investigate the validity of any Block Voting Instruction or the authority of any Proxy. Article 8 Quorum

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The quorum required for any Meeting to be entitled to vote shall be at least two Voters representing or holding not less than the Relevant Fraction of the aggregate Principal Amount Outstanding of the Relevant Class of Notes. Provided that the relevant quorum has been reached, a resolution is passed if approved by the Required Majority. Article 9 Written Resolution A Written Resolution shall take effect as if it were an Extraordinary Resolution or and Ordinary Resolution, as the case may be depending on the subject matters thereon. Article 10 Chairman of the Meeting An 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, if (i) no such nomination is made; or (ii) the individual nominated is not present; those present shall elect one of themselves to take the chair failing which the Issuer may appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was the Chairman of the original Meeting. The Chairman manages the business of the Meeting and monitors the fairness of the Meeting’s proceedings. The Chairman ascertains that the Meeting has been duly convened and validly constituted, leads and moderates the debate, and defines the terms for voting. The Chairman may be assisted by outside experts or technical consultants, specifically invited to assist in any given matter, and may appoint one or more vote counter, who are not required to be Noteholders. Article 11 Adjournment for lack of quorum If, on the first call, the quorum required for holding a Meeting and approving the resolutions in the agenda is not reached within 15 minutes after the time fixed for any Meeting, then the Meeting shall be dissolved and adjourned to a new date not earlier than 14 days and not later than 42 days after the date of the first Meeting, at such location as may be determined by the Chairman. The Chairman may, with the prior consent of the Meeting, adjourn such Meeting to another time and in another place. However, at such adjourned Meeting no business shall be transacted except business which might lawfully have been transacted at the Meeting at which the adjournment took place. If a Meeting is adjourned in accordance with the provisions above, such Meeting shall be reconvened either pursuant to and in accordance with that stated in the notice as published for convening the first Meeting, or in compliance with the terms provided in Article 4 above, provided however that: (a) 10 days' notice (exclusive of the day on which the notice is delivered and of the day on which the Meeting is to be resumed) shall be sufficient; and (b) the notice shall specifically set out the quorum requirements which will apply when the Meeting resumes. It shall not be necessary to give notice to resume any Meeting adjourned for reasons other than those described above. Article 12 Participation The following may attend and speak at a Meeting: (a) Voters; (b) the directors and auditors of the Issuer or its representatives; (c) the Representative of the Noteholders; (d) the financial advisers to the Issuer and the Representative of the Noteholders; (e) the legal counsel to the Issuer and the Representative of the Noteholders; (f) the Monolines; and (g) any other person authorised by the Chairman or by virtue of a resolution of the relevant Meeting. Article 13 Show of hands Every question submitted to a Meeting shall be decided in the first instance by a vote by a show of hands. If the Chairman or one or more Voters who represent or hold at least one-tenth of the aggregate principal amount of the outstanding Notes ask to vote pursuant to Article 14 below, or if the question is not unanimously approved by show of hands by the Voters at the Meeting, the question shall be voted on in compliance with the provisions of Article 14

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(Voting by Poll). No request to vote by poll shall hinder the continuation of the Meeting in relation to the other items on the agenda. Article 14 Voting by Poll Whenever it is not possible to approve a resolution by show of hands in accordance with Article 13, voting shall be carried out by poll. Such vote may be taken immediately or after any adjournment as directed by the Chairman. The Chairman sets the rules for voting by poll, including for counting and calculating the votes, and may set a time limit by which all votes must be cast. Any vote which is not cast in compliance with the rules set by the Chairman shall be null and void. After voting ends, the votes shall be counted and after the counting the Chairman shall announce to the Meeting the outcome of the vote. Article 15 Votes Every Voter shall have: (i) on a show of hands, one vote; and (ii) on a poll, one vote in respect of each € 1,000 of the principal amount outstanding on each Note represented or held by the Voter, when voting by poll. In the case of a voting tie the Chairman shall have a casting vote. Unless the terms of any Proxy state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled to or to cast all the votes which he exercises in the same manner. Article 16 Voting by Proxy Revocation of a Proxy shall be valid only if the Principal Paying Agent is notified in writing of such revocation not later than 24 hours prior to the time set for the Meeting. Unless revoked, the appointment to vote contained in a Proxy in relation to a Meeting shall remain valid also in relation to any resumption of such Meeting following an adjournment, even if such Meeting was adjourned for lack of quorum pursuant to Article 11 (Adjournment for lack of quorum) above. The Proxy shall be signed by the person granting the Proxy, shall not be granted blank, and shall bear the date, the name of the person appointed to vote (or of the company or entity authorised to appoint a physical person among its employees to act as Proxy), and the related Proxies. If there is no indication of how the right to vote shall be exercised, then such vote shall be deemed to be an abstention from voting on such proposed resolution. Article 17 Minutes and results of the Meeting Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall sign the minutes. Within 14 days of the conclusion of the Meeting, the Issuer shall give notice, in compliance with the provisions of Condition 14 (Notices), of the result of the votes on each resolution of the Meeting. Such notice shall be sent to the Noteholders, the Principal Paying Agent and the Representative of the Noteholders in compliance with the provisions of Condition 14 (Notices). Article 18 Challenge of Resolution Each Noteholder, who was absent and (or) dissenting, has the right to challenge Resolutions which are not passed in conformity with the provisions of these Rules. Article 19 Individual Actions and Remedies Subject to the provisions of the Intercreditor Agreement and provided that the Controlling Party is the Representative of the Noteholders, 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, as set out in these Rules; (c) if the Meeting passes an Extraordinary Resolution objecting to the enforcement of the individual action or remedy, the Noteholder will be prevented from the taking of such action or remedy (provided that the same matter can be submitted again to the Meeting in a reasonable time period);

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(d) if the Meeting passes a resolution not objecting to the enforcement of the individual action or remedy, or if no resolution is passed by the Meeting for want of quorum, the Noteholder will not be prevented from the taking of such action or remedy; Without prejudice of the limited recourse nature of the obligations of the Issuer under the Notes, no Noteholder will be allowed to take any individual action or remedy to enforce his / her rights under the Notes unless a Meeting has been held to decide on such action or remedy in accordance with the provisions of this Article 19. TITLE III THE REPRESENTATIVE OF THE NOTEHOLDERS Article 20 Appointment, Removal and Remuneration Without prejudice to the provisions of the Intercreditor Agreement, the appointment of the Representative of the Noteholders takes place at the Meeting in accordance with the provisions of this Article 20, except for the appointment of the first Representative of the Noteholders that will be Citicorp Trustee Company Limited. The Representative of the Noteholders shall be: (1) a bank incorporated in any jurisdiction of the European Union, or a bank incorporated in any other jurisdiction acting through an Italian branch; or (2) a company or financial institution enrolled in the register held by the Bank of Italy pursuant to Article 107 of the Consolidated Banking Act; or (3) any other entity which is not prohibited from acting in the capacity of Representative of the Noteholders pursuant to the law, and shall be appointed with the prior written consent of the Controlling Party. Unless the Representative of the Noteholders resigns in accordance with Article 22 (Resignation of the Representative of the Noteholders) below, it shall remain in office until full repayment or cancellation of all the Notes. The Meeting may remove the Representative of the Noteholders at any time, subject to the prior written consent of the Controlling Party (when the Controlling Party is not the Representative of the Noteholders), and notice of such removal will be published in compliance with the provisions of Condition 14 (Notices). Immediately upon the revocation of any mandate granted to the Representative of the Noteholders by the Issuer and/or the Other Issuer Creditors pursuant to the terms of the Intercreditor Agreement, the appointment of the Representative of the Noteholders will terminate with immediate effect but subject always to the next paragraph. In the event of a termination of the appointment of the Representative of the Noteholders for any reason whatsoever, the latter shall remain in charge until a substitute Representative of the Noteholders is designated among the entities indicated in (1), (2) and (3) above with the prior written consent of the Controlling Party, and the powers and authority of the Representative of the Noteholders terminating its appointment shall be limited to those necessary to the performance of the essential duties and functions which are required to be complied with in connection with the Notes. The provision under Article 22 below shall apply. In such case, a Meeting shall be convened prompty for the appointment of a replacement Representative of the Noteholders. The directors and auditors of the Issuer 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 for its services as Representative of the Noteholders as from the date hereof an annual remuneration on each Payment Date, as set out in the relevant fee letter between the Representative of the Noteholders and the Issuer. The above fee includes all reasonable out-of-pocket expenses, but advertising, legal costs and extraordinary expenses are not included and will be billed as and when they occur. Following the occurrence of a Trigger Notice, where the Representative of the Noteholders is required to undertake duties which the Representative of the Noteholders and the Issuer, subject to the prior written consent of the Controlling Party, agree to be of an exceptional nature or otherwise outside the sco pe of the normal duties of the Representative of the Noteholders, the Issuer shall pay to the Representative of the Noteholders such additional remuneration as shall be agreed between them. The above fees and remuneration shall accrue from day to day and shall be payable in accordance with the applicable Order of Priority set out under Condition 5 up to (and including) the date when the Notes have been repaid in full or cancelled in accordance with the Conditions or, if earlier, the date upon which the appointment of the Representative of the Noteholders will terminate. Article 21 Duties and Powers

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The Representative of the Noteholders is the legal representative of the Organisation of the Noteholders and has the power to exercise the rights conferred on it by the Transaction Documents in order to protect the interest of the Noteholders. The Representative of the Noteholders is responsible for the implementation of the decisions of the Meeting of the Noteholders and has the power to exercise the rights attributed to it by virtue of the Transaction Documents in order to protect the common interests of Noteholders in relation to the Issuer, to the extent and within the limits set forth in the Conditions and in the Intercreditor Agreement. The Representative of the Noteholders has the right to attend Meetings. The Representative of the Noteholders, in order to avoid liabilities, if any, can call a Meeting and propose the requested authorisations in the agenda of the Meeting. The Representative of the Noteholders may from time to time and at any time without any consent or sanction of the Noteholders concur with the Issuer and the Controlling Party in making or sanctioning any modification to these Rules or to any other Transaction Documents (as defined in the Recitals to the Conditions) which in the Representative of the Noteholders' sole and absolute opinion is made to correct a manifest error or is of a formal, minor, administrative or technical nature. In accordance with the provisions of the Intercreditor Agreement, the Representative of the Noteholders may, whenever it considers to be expedient, and in the interests of the Controlling Party, whether by power of attorney or otherwise, delegate to any person(s) all or any of the powers, authority and discretion vested in it pursuant to this Agreement, the Rules of Organisation of the Noteholders and any other Transaction Documents. 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 the Representative of the Noteholders always uses all reasonable care and skill in the appointment of any such delegate and 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 prior written notice to the Issuer and the Monolines of the appointment of any delegate and of the renewal, removal, extension and termination thereof and shall procure that, in case of sub-delegation, any delegate shall also as soon as reasonably practicable give notice in writing to the Issuer and the Monolines of any sub-delegate. In connection with the protection of common interests, the Representative of the Noteholders is authorised to represent the Organisation of Noteholders in judicial proceedings, even in cases of administration under supervision, composition, bankruptcy, and forced administrative liquidation of the Issuer. Article 22 Resignation of Representative of the Noteholders The Representative of the Noteholders may resign at any time upon giving not less than three calendar months’ written notice to the Issuer without assigning any reason therefor and without being responsible for any costs occasioned by such resignation. The resignation of the Representative of the Noteholders shall not become effective until a Meeting of the Noteholders of any Class of Notes by Extraordinary Resolution has appointed a new Representative of the Noteholders. If a new Representative of the Noteholders is not appointed by the Meeting of the Noteholders of any Class of Notes within ninety days after such notice of resignation, the resigning Representative of the Noteholders will be entitled to appoint a successor representative, provided that any successor shall satisfy the requirements set out in Article 20 above. Article 23 Exoneration of the Representative of the Noteholders The Representative of the Noteholders shall not assume any other obligations or responsibilities in addition to those expressly provided herein and in the Transaction Documents. Without limiting the generality of the foregoing, the Representative of the Noteholders: (i) shall not be under any obligation to take any steps to ascertain whether a Trigger Event or any other event, condition or act, the happening of which would cause a right or remedy to become exercisable by the Representative of the Noteholders hereunder or under any of the other Transaction Documents has happened and, until it shall have actual knowledge or express notice to the contrary, the Representative of the Noteholders shall be entitled to assume that no Trigger Event has occurred; (ii) shall not be under any obligation to monitor or supervise the observance and performance by the Issuer hereunder or any of the other parties to the Transaction Documents or of these Rules of their obligations thereunder and, until it shall have actual knowledge or express notice to the contrary, it shall be entitled to assume that the Issuer and each party to these Rules or any Transaction Document are carefully observing and performing all the obligations on its part contained in the Notes and hereunder or, as the case may be, any Transaction Document to which it is a party;

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(iii) shall not be under any obligation to give notice to any person of the execution of these Rules or any of the Transaction Documents or any transaction contemplated hereby or thereby; (iv) shall not be responsible for investigating the legality, validity, effectiveness, adequacy, suitability or genuineness of these Rules or of any Transaction Document, or of 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: (1) the nature, status, creditworthiness or solvency of the Issuer, (2) 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; (3) the suitability, adequacy or sufficiency of any collection procedure operated by the Servicer or compliance therewith; (4) the failure by the Issuer to obtain or comply with any licence, consent or other authority in connection with the purchase or administration of the Receivables; and (5) any accounts, books, records or files maintained by the Issuer and/or by any other person or entity, which is a party to the Transaction Documents, in respect of the Receivables; (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 p ersons entitled thereto; (vi) shall not be responsible for maintaining the rating of the Notes by the Rating Agencies or any other credit or rating agency or any other subject; (vii) shall not be responsible 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 Transaction 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 Receivables 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 being remedied 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 Transaction Document; (x) shall not be under any obligation to insure the repayment of the Receivables 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 Transaction 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 to do so by a court of competent jurisdiction) be under any obligation to disclose to any Noteholder, any Other Issuer Creditor or any other party any confidential, financial, price sensitive or other information made available to the Representative of the Noteholders by the Issuer or any other person in connection with these Rules and no Noteholder, the Other Issuer Creditors or any other party shall be entitled to take any action to obtain from the Representative of the Noteholders any such information; and (xiii) shall not be responsible for (except as otherwise provided in the Conditions or in the Transaction Documents) making or verifying any determination or calculation in respect of the Receivables and the Notes; The Representative of the Noteholders: (i) may agree, subject to the prior written consent of the Controlling Party, to any amendment or modification to these Rules or to any of the Conditions or Transaction Documents which in the opinion of the Representative of the Noteholders, it is expedient to make in order to correct a manifest error or an error of a formal, minor or technical nature. Any such modification shall be binding on the Noteholders and, unless the Representative of the Noteholders otherwise agrees, the Issuer shall procure that such modification be notified to the Noteholders as soon as practicable thereafter; (ii) may agree, subject to the prior written consent of the Controlling Party, to any amendment or modification to or waiver under these Rules (other than in respect of a Basic Terms Modification or any provision in these Rules which makes a reference to the definition of "Basic Terms Modification"), the Conditions or to the Transaction Documents to which it is a party which, in the opinion the Representative of the Noteholders, is not materially prejudicial to the interests of the Noteholders;

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(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 gross negligence (colpa grave) or wilful misconduct (dolo) on the part of the Representative of the Noteholders, be responsible for any loss occasioned 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 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 purporting to be conveyed by any such letter, telex, telegram, facsimile transmission or cable even if the same should contain an error or should not be authentic; (iv) may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or things, a certificate duly signed by the Issuer, and the Representative of the Noteholders shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by the Representative of the Noteholders acting on such certificate, unless it has information which casts a doubt on the truthfulness of the certificates signed by the Issuer; (v) save as expressly otherwise provided herein and subject only to the prior written consent of the Controlling Party, shall have absolute discretion as to the exercise, non-exercise or refraining from exercise of any right, power and discretion vested in the Representative of the Noteholders by these Rules or by operation of law, and the Representative of the Noteholders shall not be responsible for any loss, cost, damage, expense or inconvenience that may result from the exercise, non-exercise or refraining from exercise thereof unless arising as a result of its gross negligence (colpa grave) or wilful misconduct (dolo); (vi) shall be at liberty to hold or to place these Rules, the Transaction Documents and any other documents relating hereto in any part of the world with any banker or banking company 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 deposit and may pay all sums required to be paid on account of or in respect of any such deposit; (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 has the right - but not the obligation - to convene a Meeting in order to obtain instructions as to how the Representative of the Noteholders should exercise such discretion, provided that nothing herein shall be construed so as to oblige the Representative of the Noteholders to convene such a Meeting and the Representative of the Noteholders shall be entitled when calling any such Meeting to be first indemnified and/or provided with security to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing; (viii) in connection with matters in respect of which the Noteholders are entitled to direct the Representative of the Noteholders, the Representative of the Noteholders shall not be liable for acting upon any resolution purporting to have been passed at any Meeting in respect whereof minutes have been made and signed, even though later it is discovered that there was some defect in the convening or the constitution of the Meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon such Noteholders; (ix) may fully rely on the Voting Certificates issued by the depositary intermediary in order to ascertain ownership of the Notes, such certificates are to be deemed proof of the statements attested to therein; (x) may certify, where required and subject to the prior written consent of the Controlling Party, whether or not a Trigger Event is in its opinion materially prejudicial to the interests of the Noteholders and any such certification shall be conclusive and binding upon the Issuer, the Noteholders, the Other Issuer Creditors and any other relevant subject party to the Transaction Documents; (xi) may determine whether or not a default in the performance by the Issuer of any obligation under the provisions of these Rules or contained in the Notes or any of the other Transaction 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 and any relevant subject party to the Transaction Documents; (xii) may assume without enquiry that no Notes are, at any given time, being held by or for the benefit of the Issuer;

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(xiii) shall have the right to call for (or have the Issuer call for) and to rely on written attestations issued by any one of the parties to the Intercreditor Agreement, or by any Other Issuer Creditor, or by a Rating Agency. The Representative of the Noteholders shall not be required to seek additional evidence and shall not be held responsible for any loss, liability, cost, damage, expense, or charge incurred as a result of having failed to do so; and (xiv) may, in determining whether an event, matter or thing will not materially affect the interest of the Noteholders and the Other Issuer Creditors, have regard, along with any other relevant factors, to whether the Rating Agencies have confirmed that such event, matter or thing will not result in the withdrawal, reduction or entail any adverse action with respect the then current rating of the Notes. Subject to the Conditions and the Intercreditor Agreement, any consent or approval given by the Representative of the Noteholders under these Rules and any other Transaction Document may be given on such terms and subject to such conditions (if any) as the Representative of the Noteholders deems appropriate. 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 to expend or otherwise risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights, powers or discretion, and the Representative of the Noteholders may refrain from taking any action if it has reasonable grounds to believe that 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 consequence of such action. Article 24 Indemnity The Representative of the Noteholders shall have the right to be indemnified in full by the Issuer (but to the extent that there are Issuer Available Funds for such purpose in accordance with the Orders of Priority) upon first demand from all costs, liabilities, losses, charges, expenses, damages, actions, proceedings, claims and demands (including, without limitation, legal fees and any applicable tax, value added tax or similar tax) properly incurred by or made against the Representative of the Noteholders or by any person(s) appointed by it to whom any power, authority or discretion may be delegated by it in accordance with Article 21 above, in relation to the preparation and execution of, the exercise or purported exercise of its powers and performance of its duties under, and in any other manner in relation to, these Rules or the Transaction Documents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid by the Representative of the Noteholders in connection with any action and/or legal proceedings brought or contemplated by the Representative of the Noteholders pursuant to the Transaction Documents, or against the Issuer or any other person for enforcing any obligations hereunder, the Notes or the Transaction Documents, except insofar as the same are incurred because of the gross negligence (colpa grave) or wilful misconduct (dolo) of the Representative of the Noteholders. TITLE IV THE ORGANISATION OF NOTEHOLDERS UPON THE SERVICE OF A TRIGGER NOTICE Article 25 Powers It is hereby acknowledged that, upon service of a Trigger Notice, the Representative of the Noteholders shall be entitled, pursuant to the Intercreditor Agreement, in its capacity as legal representative of the Organisation of Noteholders, also in the interest and for the benefits of the Other Issuer Creditors pursuant to Articles 1411 and 1723 of the Italian Civil Code, to exercise certain rights in relation to the Receivables and the Delegations in accordance with the provisions of the Intercreditor Agreement. Therefore, the Representative of the Noteholders, in its capacity as legal representative of the Organisation of the Noteholders, will be authorised, pursuant to the terms of the Intercreditor Agreement, 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 under certain Transaction Documents, including the right to give directions and instructions to the relevant parties to the relevant Transaction Documents in accordance with the provisions of the Intercreditor Agreement. TITLE V GOVERNING LAW AND ALTERNATIVE DISPUTE RESOLUTION Article 26 Governing Law - Jurisdiction These Rules are governed by, and will be construed in accordance with, the laws of the Republic of Italy. The Courts of Milan shall have exclusive jurisdiction over any disputes arising out of or in connection with the present Rules, including those concerning their validity, interpretation, performance and termination.

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SELECTED ASPECTS OF ITALIAN LAW RELEVANT TO THE SECURITISATION The Securitisation Law The Securitisation Law was enacted on 30 April 1999 and was conceived to simplify the securitisation process and to facilitate the increased use of securitisation as a financing technique in the Republic of Italy. It applies to securitisation transactions involving the “true” sale (by way of non-gratuitous assignment) of receivables, where the sale is to a company created in accordance with Article 3 of the Securitisation Law and all amounts paid by the assigned debtors are to be used by the relevant company exclusively to meet its obligations under notes issued to fund the purchase of such receivables and costs and expenses associated with the securitisation transaction. The Assignment of the Receivables The assignment of the receivables under the Securitisation Law is governed by Article 58 paragraph 2, 3 and 4, of the Consolidated Banking Act and Article 4 of the Securitisation Law. The prevailing interpretation of this provision is that the assignment can be perfected against the transferors of the receivables and third party creditors by way of publication of a notice in the Official Gazette and, against the assigned debtor, by way of registration of such notice in the register of enterprises (registro delle imprese) at which the purchaser is registered. Pursuant to Articles 69 and 70 of the Decree 2440/1923, agreements relating to assignment of claims against a public administration (such as the Health Authorities) must be in the form of a public deed (atto pubblico) or of a private authenticated deed (scrittura privata autenticata); assignments of claims against any single public administration or entity must be made by separate deeds of transfer; assignments of claims against a public administration or entity must be notified to the relevant public administration or entity or, in the event such claims arise under contracts for the provision of services or goods, must be accepted by each such public administration or entity. According to the above provisions, the assignment of the Receivables pursuant to the Transfer Agreements has been perfected as follows: (i) as between the Issuer and the Transferor, on the date of execution of the Transfer Agreements; (ii) as against the Health Authorities, from the date of acceptance by each of them of the assignment of the Receivables; (iii) as against third parties, from the latest to occur between (1) the date of publication in the Official Gazette of a notice of the assignment of the Receivables in accordance with article 4 of the Securitisation Law, and (2) the date of registration with the Register of Enterprises of Rome of a notice of the assignment of the Receivables in accordance with article 4 of the Securitisation Law. All the formalities referred under letter (iii) above have been completed, in relation to the Receivables, before the Issue Date. See the section headed “Transaction Documents – The Transfer Agreements”. As from the date on which the formalities referred under letter (iii) above have been completed, no legal action may be brought against the Receivables assigned or the sums derived therefrom other than for the purposes of enforcing the rights of the holders of the notes issued for the purpose of financing the acquisition of the relevant Receivables and to meet the costs of the Securitisation. The assignment of the Receivables by the Transferor to the Issuer cannot be revoked or set aside by a liquidator of the Transferor, except as described in the section headed “Risk Factors – Insolvency of the Suppliers or the Transferor”. In addition, Article 2901 of the Italian Civil Code (in relation to the so-called revocatoria ordinaria) provides that, also in the course of any insolvency proceeding, a creditor can demand that acts by which a debtor (i.e. the Transferor) disposes of its assets to the prejudice of such creditor’s rights be declared ineffective vis-à-vis such creditor if: (i) the debtor was aware of the prejudice which the act would cause to the rights of the creditor or, if such act was made prior to the existence of the claim, that such act was fraudulently designed for the purpose of prejudicing the satisfaction of the claim; and (ii) in the case of a “non-gratuitous act”, the third person involved was aware of such prejudice and, if the act was made prior to the existence of the claim, such third person was involved in the fraud. The assignment of the Receivables by the Transferor to the Issuer will qualify as a “non-gratuitous act” for the purposes of Article 2901 of the Italian Civil Code. A creditor making a demand pursuant to such Article would be required to establish that: (a) the assignments of the Receivables were prejudicial to his/her/its rights as a creditor of the Transferor and (b) the Transferor was aware of such prejudice at the time the assignments of the Receivables were made or, if the assignments of the Receivables took place prior to the

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existence of his/her/its claim, that the Issuer and the Transferor fraudulently agreed on the assignment of the Receivables for the purpose of prejudicing the satisfaction of the demanding creditor and the Issuer knowingly participated in the fraud. Ring-Fencing of the Assets Under the terms of Article 3 of the Securitisation Law, the receivables relating to each securitisation transaction will by operation of law be segregated for all purposes from all other assets of the company which purchases the receivables (including for the avoidance of doubt, any other portfolio of claims purchased by the company pursuant to the Securitisation Law). On a winding up of such a company such assets will only be available to holders of the notes issued to finance the acquisition of the relevant receivables and to certain creditors claiming payment of debts incurred by the company in connection with the securitisation of the relevant assets. In addition, the assets relating to a particular transaction will not be available to the holders of notes issued to finance any other securitisation transaction or to general creditors of the securitisation company. However, under Italian law, any creditor of the securitisation company would be able to commence insolvency or winding-up proceedings against the securitisation company in respect of any unpaid debt. Claw-back action against payments made to companies incorporated under the Securitisation Law According to Article 4 of the Securitisation Law, payments made by an assigned debtor to the Issuer may not be subject to any claw-back action according to Article 67 of the Bankruptcy Law. All other payments made to the Issuer by any party under a Transaction Document in the six month period prior to the date on which such party has been declared bankrupt or has been admitted to the compulsory liquidation may be subject to a claw-back action according to Article 67 of the Bankruptcy Law. The relevant payment will be set aside and clawed back if the receiver gives evidence that the recipient of the payments had knowledge of the state of insolvency when the payments were made. The question as to whether or not the Issuer had actual or constructive knowledge of the state of insolvency at the time of the payment is a question of fact with respect to which a court may in its discretion consider all relevant circumstances. Claw-back action under Bankruptcy Law With respect to each transfer of Receivables from the Suppliers to the Transferor, the insolvency of the Suppliers may result in a claw-back of the transfer from the Suppliers to the Transferor if the requirements set out in article 67 of the Bankruptcy Law are met. Pursuant to article 67 of the Bankruptcy Law, transfers effected within one year prior to a declaration in bankruptcy may be subject to claw-back if the value of the receivables transferred exceeded by more than one fourth the consideration paid or owed to the seller. However, the purchaser can defend itself by proving that it was not aware of the seller’s insolvency. Transfers made within six months prior to a declaration in bankruptcy may be subject to claw-back if the receiver gives evidence that the purchaser was aware of the seller's insolvency. The Budget Law for 2007 and the MEF Circular Article 119(6), of the Italian Constitution (as modified by the constitutional law No. 3/2001) provides that “municipalities, provinces, metropolitan cities and regions can incur indebtedness only to finance investment expenditures.” Article 30(15), of Law No. 289/2002 provides that any act and contract made by any such entities in contravention with Article 119, paragraph 6, is null and void. Article 3(17) of Law No. 350/2003 and Article 1(739) of Law No. 296 of 27 December 2006 (the Italian Budget Law for the year 2007), list the transactions that constitute indebtedness for the purposes of Article 119 of the Italian Constitution and those which instead fall outside that category. In particular, the following transactions are, among others, qualified as creating indebtedness pursuant to Article 119 of the Italian Constitution: “securitisations of future cash flows and securitisations with an initial consideration of less than 85 per cent of the market price of the underlying asset (…); securitisations supported by guarantees issued by public administrations (…).” “As from 1 January 2007 (…) transfers or securitisations of receivables pertaining to suppliers of goods and services, for the payment of which the relevant entity assumes, also indirectly, new obligations, including by means of the restructuring of the relevant amortisation plans. The transactions of this kind for which the resolution of the Regional Board (Giunta regionale) was adopted prior to 4 September 2006, if completed by 31 March 2007” do not constitute indebtedness. With a circular issued on 31 January 2007, published in the Official Gazette of the Republic of Italy on 5 February 2007 (the “MEF Circular”), as supplemented by a letter dated 16 March 2007, addressed to the Originator, the Ministry of Economy and Finance has, inter alia, clarified that, in order to comply with the provisions of Article 1(739), second sub-paragraph, of Law No. 296 of 27 December 2006: (i) a resolution

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shall have been taken prior to 4 September 2006 by the competent body of the public entity involved, determining the essential terms and conditions of the transaction, which are the maximum amount of the receivables subject to the transaction, the nature of such receivables, and the years in which such receivables have arisen and (ii) the acts and contracts of the public entity involved shall have been issued or, respectively, entered into, prior to 31 March 2007.

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TAXATION OF THE NOTES The following is a general summary of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and disposition of the Notes. It does not purport to be a complete analysis of all tax considerations that may be relevant to any investor’s 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 the Republic of Italy. This summary is based upon tax laws and practice of Italy in effect at the date of this Prospectus which are potentially subject to retrospective amendment. 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 should in any event seek their own professional advice regarding the Italian or other tax consequences of the subscription, purchase, ownership and disposition of the Notes in these circumstances, including the effect of any state, local or foreign tax laws. This summary takes into consideration the changes introduced by Law 296 of 2006 (“Budget Law for 2007”). In relation to the opinion given in the paragraphs below, please note that the Italian Parliament is examining draft legislation proposed by the Italian Government - pursuant to which the Italian Government should be authorized to issue specific regulations to reform of the tax treatment of incomes arising from financial activities. Should this proposed legislation be approved, or - in any case - should the Ministry of Finance or another competent authority issue further regulations, letters or rulings relating to the Securitisation Law, the tax regime described herein may be amended. However, should such changes occur, as well as any other change in any tax regulation and/or practice which may anyhow modify, supplement or supersede the tax regime described below, this summary will not be updated to reflect any such changes. Income Tax on the proceeds Under the current legislation, pursuant to the provision of Article 6, paragraph 1, of the Securitisation Law and Legislative Decree No. 239 of April 1996 (“Decree No. 239”), payments of interest and other proceeds in respect of the Notes having an original maturity of more than 18 months: (a) will be subject to an “imposta sostitutiva” at the rate of 12.5 per cent. in the Republic of Italy if made to beneficial owners who are: (i) individuals resident in the Republic of Italy for tax purposes, holding Notes not in connection with entrepreneurial activities (unless they have entrusted the management of their financial assets, including the Notes, to an authorised intermediary and have opted for the so- called “risparmio gestito” regime according to Article 7 of Legislative Decree No. 461 of 21 November 1997 - the “Asset Management Option”); (ii) Italian resident non-commercial partnerships; (iii) Italian resident public and private entities, other than companies, not carrying out commercial activities as their exclusive or principal purpose (including the Italian State and public entities); (iv) Italian resident entities exempt from corporate income tax; and (v) non-Italian resident entities or persons without a permanent establishment in the Republic of Italy to which the Notes are effectively connected, which are not eligible for the exemption from the “imposta sostitutiva” and/or do not timely comply with the requirements set forth in Decree 239 and the relevant application rules in order to benefit from the exemption from the “imposta sostitutiva”. As to non-Italian resident beneficial owners, the “imposta sostitutiva” may be reduced under double taxation treaties entered into by the Republic of Italy, where applicable. In case the Notes are held by an individual engaged in a business activity and are effectively connected with same business activity, the interest will be subject to the imposta sostitutiva and will be included in the relevant income tax return. As a consequence, the interest will be subject to the ordinary income tax and the imposta sostitutiva may be recovered as a deduction from the income tax due. The final 12.5 per cent. “imposta sostitutiva” will be applied by the Italian resident qualified financial intermediaries that will intervene, in any way, in the collection of interest and other proceeds on the Notes or in the transfer of the Notes; (b) will not be subject to the “imposta sostitutiva” at the rate of 12.5 per cent. if made to beneficial owners who are: (i) Italian resident corporations, commercial partnerships, individual entrepreneurs holding

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Notes in connection with entrepreneurial activities or permanent establishments in the Republic of Italy of non resident corporations to which the Notes are effectively connected; (ii) Italian resident collective investment funds, SICAVs and Italian pension funds referred to in Legislative Decree No. 252 of 5 December 2005; (iii) Italian resident individuals holding Notes not in connection with entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an Italian authorised financial intermediary and have opted for the Asset Management Option; (iv) Italian real estate investment funds (“Fondi comuni di investimento immobiliare”); and (v), non- Italian resident beneficial owners of the Notes with no permanent establishment in the Republic of Italy to which the Notes are effectively connected, provided that: (a) they are resident in a country which allows an adequate exchange of information. With reference to the above condition, according to Ministerial Decree of 12 December 2001, the present list of the countries allowing an adequate exchange of information is that contained in the Ministerial Decree 4 September, 1996 - as subsequently amended and supplemented. The exemption from the “imposta sostitutiva” also applies to (i) non resident “institutional investors” (i.e. entities whose activity consists in making or managing investments on their own behalf or on behalf of other persons, as defined by Circolare dell’Agenzia delle Entrate dated 1 March 2002 No. 23/E), even if they are not treated as taxpayers in their country of residence, but provided that they are resident in a country which allows an adequate exchange of information, (ii) international organizations created pursuant to international treaties that are effective in the Republic of Italy, and (iii) central banks or entities managing also the official reserves of the State; (b) the Notes are deposited directly or indirectly: (i) with a bank or an Italian securities dealing firm società di intermediazione mobiliare (“SIM”) resident in the Republic of Italy; (ii) with the Italian permanent establishment of a non-resident bank or brokerage company which is electronically connected with the Italian Ministry of Economy and Finance; or (iii) with a non- resident entity or company which has an account with a centralised clearance and settlement system (such as Euroclear or Clearstream Luxembourg) which has a direct relationship with the Italian Ministry of Economy and Finance; or (iv) a centralized managing company of financial instruments, authorized in accordance with Article 80 of Legislative Decree no. 58 of 24 February 1998; (c) the banks or brokers mentioned in (b) above receive a self-declaration from the beneficial owner of the interest which states that the beneficial owner is a resident of that country. The self- declaration, which must be in conformity with the model approved by the Ministry of Economy and Finance (approved with Decree of the Ministry of Economy and Finance 12 December 2001, published in the Ordinary Supplement No. 287 to the Official Journal No. 301 of 29 December 2001), is valid until revoked by the investor and does not have to be filed if an equivalent self- declaration (including Form 116/IMP) has been submitted to the same intermediary for the same or different purposes; in the case of institutional investors not subject to tax, the institutional investor shall be regarded as the beneficial owner and the relevant self-declaration shall be produced by the management company; and (d) the banks or brokers mentioned in (b) and (c) above receive all necessary information to identify the non-resident beneficial owner of the deposited debt securities, and all necessary information in order to determine the amount of interest that such beneficial owner is entitled to receive. Non-resident holders are subject to the 12.5 per cent. substitute tax on interest and other proceeds on the Notes if any of the above conditions (a), (b), (c) and (d) is not satisfied. Italian resident individuals holding Notes not in connection with entrepreneurial activity who have opted for the Asset Management Option are subject to a 12.5 per cent. annual substitute tax (the “Asset Management Tax”) on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). The Asset Management Tax is applied on behalf of the taxpayer by the managing authorised intermediary. Interest and other proceeds accrued on the Notes held by Italian resident corporations, commercial partnerships, individual entrepreneurs holding the Notes in connection with entrepreneurial activities or permanent establishments in the Republic of Italy of non-resident corporations to which the Notes are effectively connected, are included in the taxable base for the purposes of: (i) corporate income tax (imposta sul

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reddito delle società, “IRES”) at 33 per cent.; or (ii) individual income tax (imposta sul reddito delle persone fisiche, “IRPEF”), at progressive rates, plus local surcharges, if applicable; under certain circumstances, such interest is included in the taxable basis of the regional tax on productive activities (imposta regionale sulle attività produttive, “IRAP”), at a rate of 4.25 per cent. (regions may vary the rate up to 1 per cent.). Italian resident collective investment funds and SICAVs are subject to a 12.5 per cent. annual substitute tax (the “Collective Investment Fund Tax”) on the increase in value of the managed assets accrued at the end of each tax year (which increase would include interest and other proceeds accrued on the Notes). Starting from 1 January 2001, Italian resident pension funds are subject to an 11 per cent. annual substitute tax (the “Pension Fund Tax”) in relation to the increase in value of the managed assets accrued at the end of each tax year. According to Article 41-bis of Law Decree No. 269 dated 30 September 2003, Italian real estate funds created under Article 37 of Legislative Decree No. 58 dated 24 February 1998 and Article 14bis of Law No. 86 dated 25 January 1994 (the “Real Estate Funds”), set up after 16 September 2001 and that have opted for such regime before 25 November 2001, are not subject to any substitute tax at the fund level, but any income realised by certain subscribers is subject to a 12.5 per cent. withholding tax. Any positive difference between the nominal amount of the Notes and their issue price is deemed to be interest for tax purposes. Without prejudice to the above provisions, in the event that the Notes are redeemed in full or in part prior to the expiry of the eighteen month period from the Issue Date, the Issuer may be required to pay an additional amount equal to twenty per cent. (20%) of interest and other proceeds accrued on the Notes up to the time of the early redemption. Capital Gains Any capital gains realised upon the sale for consideration or redemption of the Notes will be treated for the purpose of corporate income tax and of individual income tax as part of the taxable business income of Noteholders (and, in certain cases, depending on the status of the Noteholders, may also be included in taxable basis of IRAP), and is therefore subject to tax in the Republic of Italy according to the relevant tax provisions, if realised by Noteholders who are: (a) Italian resident corporations; (b) Italian resident commercial partnerships; (c) permanent establishments in the Republic of Italy of foreign corporations to which the Notes are effectively connected; or (d) Italian resident individuals carrying out a commercial activity, as to any capital gains realised within the scope of the commercial activity carried out. Pursuant to Legislative Decree No. 461 of 21 November 1997, any capital gains realised by Italian resident individuals holding Notes not in connection with entrepreneurial activity and certain other persons upon the 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, the “imposta sostitutiva” on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss. These individuals must report overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax declaration to be filed with the Italian tax authorities for such year and pay the “imposta sostitutiva” on such gains together with any balance on income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. As an alternative to the tax declaration regime, Italian resident individual noteholders holding Notes not in connection with entrepreneurial activity may elect to pay the “imposta sostitutiva” separately on capital gains realised on each sale or redemption of the Notes (the “Risparmio Amministrato” regime). Such separate taxation of capital gains is allowed subject to: (i) the Notes being deposited with Italian banks, securities dealing firm (società di intermediazione mobiliare) (SIM) or certain authorised financial intermediaries; and (ii) an express election for the Risparmio Amministrato regime being made promptly in writing by the relevant Noteholder. The financial intermediary, on the basis of the information provided by the taxpayer, accounts for the “imposta sostitutiva” in respect of capital gains realised on each sale or redemption of Notes (as well as in respect of capital gains realised at the revocation of its mandate), net of any incurred capital loss, and is

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required to pay the relevant amount to the Italian tax 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 Notes results in capital loss, such loss may be deducted from capital gains subsequently realised in the same tax year or in the following tax years up to the fourth year. 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 realised by Italian resident individuals holding Notes not 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 realised by Noteholders who are Italian resident collective investment funds and SICAVs will be included in the computation of the taxable basis of the Collective Investment Fund Tax. Any capital gains realised by Noteholders who are Italian resident pension funds will be included in the computation of the taxable basis of Pension Fund Tax. According to Article 41-bis of Law Decree No. 269 dated 30 September 2003, Real Estate Funds set up after 16 September 2001 or that have opted for such regime before 25 November 2001, are not subject to any substitute tax at the fund level, but any income realised by certain subscribers is subject to a 12.5 per cent. withholding tax. The 12.5 per cent. final “imposta sostitutiva” may in certain circumstances be payable on capital gains realised upon sale for consideration or redemption of Notes by non-Italian resident persons or entities without a permanent establishment in the Republic of Italy to which the Notes are effectively connected, if the Notes are held in the Republic of Italy. However, pursuant to Article 23 of Presidential Decree No. 917 of 22 December 1986 any capital gains realised, by non-Italian residents without a permanent establishment in the Republic of Italy to which the Notes are effectively connected, through the sale for consideration or redemption of Notes are exempt from taxation in the Republic of Italy to the extent that the Notes are listed on a regulated market in the Republic of Italy or abroad (including the Luxembourg Stock Exchange) and in certain cases subject to filing of required documentation, even if the Notes are held in the Republic of Italy and regardless of the provisions set forth by any applicable double taxation treaty. In case the Notes are not listed on a regulated market in the Republic of Italy or abroad: (1) as to capital gains realised by non-Italian resident beneficial owners of the Notes with no permanent establishment in the Republic of Italy to which the Notes are effectively connected are exempt from the “imposta sostitutiva” 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 tax authorities right to an adequate exchange of information. If non-Italian residents without a permanent establishment in the Republic of Italy to which the Notes are effectively connected fall under the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian capital gains tax will apply on the condition that they file an appropriate self-declaration within the relevant time limit with the authorised financial intermediary stating that they are resident in a country which allows an adequate exchange of information; and (2) in any event, non-Italian resident persons or entities without a permanent establishment in the Republic of Italy to which the Notes are effectively connected that may benefit from a double taxation treaty with the Republic of Italy, providing that capital gains realised upon the sale or redemption of the Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to the “imposta sostitutiva” 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 the Republic of Italy to which the Notes are effectively connected fall under the Risparmio Amministrato regime or the Asset Management Option, exemption from Italian capital gains tax will apply on the condition that they file the appropriate documents within the relevant time limit

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with the authorised financial intermediary which include, inter alia, a statement from the competent tax authorities of the country of residence of the non-Italian residents. Inheritance and Gift Taxes Italian inheritance and gift taxes were formerly abolished by Law no. 383 of 18 October, 2001 in respect of gifts made or succession proceedings started after 25 October 2001. Inheritance and gift taxes have been reintroduced by Law Decree no. 262 of 3 October 2006, subsequently amended and supplemented by the Budget Law for 2007. On basis of the Budget Law for 2007, the transfer by inheritance of the Notes in respect of succession proceeding started from 3 October 2006 is subject to the inheritance tax at the following rates: (i) when the beneficial is the spouse or a relative in direct lineage, the value of the Notes transferred to each beneficial exceeding Euro 1,000,000 is subject to a 4% of inheritance tax; (ii) when the beneficial is the brother or the sister, the value of the Notes transferred to each beneficial exceeding Euro 100,000 is subject to a 6% of inheritance tax; (iii) when the beneficial is a relative within the fourth degree or is a relative-in-law in direct line and other relatives-in-law in collateral lineage up to the third degree, the value of the Notes transferred to each beneficial is subject to a 6% of inheritance tax; (iv) when the beneficial is a person not listed under previous points (i), (ii) and (iii), the value of the Notes transferred to each beneficial is subject to a 8% of inheritance tax. The transfer of the Notes by reason of gift occurred from 29 November 2006 is subject to the gift tax at the following rates: (i) when the donee is the spouse or a relative in direct lineage, the value of the Notes gifted to each beneficial exceeding Euro 1,000,000 is subject to a 4% of gift tax; (ii) when the donee is a relative within the fourth degree or is a relative-in-law in direct line and other relatives -in -law in collateral lineage up to the third degree, the value of the Notes gifted to each beneficial is subject to a 6% of gift tax (iii) when the donee is a person not listed under previous points (i) and (ii), the value of the Notes gifted to each beneficial is subject to a 8% of gift tax. When the donee is the spouse or a relative in direct lineage and the transfer of the Notes by reason of gift from 3 October 2006 to 28 November 2006 the value of the Notes gifted to each beneficial exceeding Euro 100,000 is subject to a 4% of gift tax. When (a) the beneficial is the brother or the sister, and (b) the agreement through which the Notes are transferred by reason of gift is filed for registration starting from 1st January 2007, the value of the Notes transferred to each beneficial exceeding Euro 100.000 is subject to a 6% of gift tax. Transfer tax General Pursuant to Italian 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 the 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 or other professional intermediaries authorised to perform investment services, pursuant to the Legislative Decree No. 415 of 23 July 1996, as superseded by Legislative Decree No. 58 of 24 February 1998, or stockbrokers) are subject to a transfer tax of Euro 0.0083 for every Euro 51.65 (or a fraction thereof) of the price at which the Notes are transferred; (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 a fraction thereof) of the price at w hich the Notes are transferred; and (iii) contracts between banks, SIMs or other authorised professional intermediaries or stockbrokers are

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subject to a transfer tax of Euro 0.00465 for every Euro 51.65 (or a fraction thereof) of the price at which the Notes are transferred. In the cases listed above under (ii) and (iii), 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 (e.g. the Luxembourg Stock Exchange); (ii) contracts relating to securities which are admitted to listing on regulated markets and finalised outside such markets and entered into: a. between banks or SIMs or other professional intermediaries authorised to perform investment services, pursuant to the Legislative Decree No. 415 of 23 July 1996, as superseded by Legislative Decree No. 58 of 24 February 1998, or stockbrokers among themselves; or b. between authorised intermediaries as referred to in paragraph (a) above and non-Italian residents; or c. between authorised intermediaries as referred to in paragraph (a) above, also non-Italian residents, and undertakings for collective investment in transferable securities; (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 a consideration of less than Euro 206.58; and (v) contracts regarding securities which are not listed on a regulated market entered into between authorised intermediaries as referred to in (ii) (a) above, on the one hand, and non-Italian residents, on the other hand. European Withholding Tax Directive The Italian Government has implemented in the Republic of 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 No. 84”). The Decree No. 84 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 the “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: · 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 · 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

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funds managed by specialist fund managers who placed the investments made by individuals in a diverse range of Assets according to defined risk criteria). The European Commission, further to a mandate received from the Council on 16 October 2001, concluded negotiations with key non-EU countries (Liechtenstein, Monaco, Andorra, San Marino, Switzerland) to ensure the adoption of equivalent measures in those countries in order to allow effective taxation of savings income paid to EU residents. According to the provisions set forth by the Decree No. 84, banks, Poste Italiane S.p.A., investments firms (“SIM”), asset management companies, financial intermediaries, fiduciary companies resident in the Republic of Italy and any other person resident in the Republic of 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.

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SUBSCRIPTION AND SALE Introduction Pursuant to the Subscription Agreement, the Joint Lead Managers have agreed to subscribe and pay the Issuer for the Notes at their Issue Price, subject to the terms and conditions set forth therein. The Subscription Agreement is subject to a number of conditions and may be terminated by the Joint Lead Managers in certain circumstances prior to payment for the Notes to the Issuer. Pursuant to the Subscription Agreement, the sale and distribution of the Notes is subject to the following selling restrictions. Selling Restrictions United States The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Compliance by the Issuer with United States securities laws The Issuer has represented, warranted and undertaken to the Joint Lead Managers in the Subscription Agreement that: 1) neither it nor any of its affiliates nor any other person acting on its or their behalf has offered or sold, or will offer or sell, to any person any Notes in any circumstances which would be integrated with the Notes in a manner which would require the registration of any of the Notes under the Securities Act or the qualification of any document related to the Notes as an indenture under the United States Trust Indenture Act of 1939, as amended; 2) neither it nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act with respect to the Notes; 3) the Issuer is a "foreign issuer" (as defined in Regulation S) and there is no "substantial U.S. market interest" (as defined in Regulation S) in the securities of the Issuer of the same class as the Notes, and the Issuer and its affiliates have complied with and will comply with the offering restrictions requirement of Regulation S under the Securities Act; 4) neither it nor any of its affiliates nor any person acting on its or their behalf has solicited or will solicit any offer to buy or sell the Notes by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act in connection with the offer and sale of the Notes in the United States; and 5) the Issuer is not, and after giving effect to the offering and sale of the Notes, will not be a company registered or required to be registered as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended. Joint Lead Managers’ compliance with United States securities laws Each of the Joint Lead Managers has represented, warranted and undertaken in the Subscription Agreement as follows, except as permitted by the Subscription Agreement. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. a) it has offered and sold the Notes, and will offer or sell the Notes (i) as part of their distribution at any time or (ii) otherwise until the expiration of the distribution compliance period of 40 days after the later of the commencement of the offering of the Notes and the Issue Date only in accordance with Rule 903 of Regulation S under the Securities Act; b) at or prior to confirmation of sale of the Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The securities covered hereby have not been registered under the United States Securities Act of 1933, as

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amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given to them by Regulation S."; c) it, its affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirements of Regulation S under the Securities Act; d) neither it, its affiliates nor any person acting on its or their behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act with respect to the Notes; e) neither it, its affiliates nor any person acting on its or their behalf, has solicited or will solicit any offer to buy or sell the Notes by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act in connection with the offer and sale of the Notes in the United States; and f) it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Issuer. Joint Lead Managers' compliance with United States Treasury regulation Each of the Joint Lead Managers moreover has represented, warranted and undertaken in the Subscription Agreement as follows. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code of 1986, as amended, and regulations thereunder, including the D Rules. a) except to the extent permitted under United States Treasury Regulation §1.163-5(c)(2)(i)(D) (the "D Rules"): (i) it has not offered or sold, and until the expiration of a restricted period of 40 days from the earlier of the commencement of the offering or the Issue Date will not offer or sell, any Notes to a person who is within the United States or its possessions or to a United States person; and (ii) it has not delivered and will not deliver in definitive form within the United States or its possessions any Notes sold during the restricted period; b) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that the Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; c) if it is a United States person, it is acquiring the Notes for the purposes of resale in connection with their original issuance and, if it retains Notes for its own account, it will only do so in accordance with the requirements of United States Treasury Regulation §1.163-5(c)(2)(i)(D)(6); d) with respect to each affiliate of each Joint Lead Manager that acquires Notes from such Joint Lead Manager for the purpose of offering or selling such Notes during the restricted period, the Joint Lead Manager repeats and confirms for the benefit of the Issuer the representations, warranties and undertakings contained in paragraphs (a), (b) and (c) above on such affiliate's behalf; and e) it has not entered and will not enter into any contractual arrangement with a distributor (as that term is defined for purposes of the D Rules) with respect to the distribution of the Notes, except with its affiliates or with the prior written consent of the Issuer. Italy The Joint Lead Managers have acknowledged that (i) no action has been or will be taken by them which would allow an offering (or a “offerta al pubblico di prodotti finanziari”) of the Notes to the public in the Republic of Italy unless in compliance with the relevant Italian securities, tax and other applicable laws and regulations; and (ii) no application has been made by them to obtain an authorisation from the Commissione Nazionale per le Società e la Borsa (“Consob”) for the public offering of the Notes in the Republic of Italy. Accordingly, the Joint Lead Managers have represented and agreed that they have not offered, sold or delivered, and will not offer, sell or deliver, and have not distributed and will not distribute and have not made and will not make available in the Republic of Italy, any Notes, this Prospectus nor any other offering material relating to the Notes other than: (a) to professional investors (“investitori professionali”) as defined in article 30, second paragraph, of

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Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the “Consolidated Financial Act”), which refers to the definition of “operatori qualificati” as defined in article 31, second paragraph, of Consob Regulation No. 11522 of 1 July, 1998, as subsequently amended; or (b) in circumstances which are exempt from the rules on the offering to the public pursuant to article 100 of the Consolidated Financial Act and article 33, first paragraph, of Consob Regulation No. 11971 of 14 May, 1999, as subsequently amended. Any offer of the Notes to professional investors in the Republic of Italy shall be made only (i) by banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of the Consolidated Banking Act, to the extent duly authorised to engage in the placement and/or underwriting of financial instruments in the Republic of Italy in accordance with the relevant provisions of the Consolidated Financial Act; and (ii) in accordance with any other applicable laws and regulations. Please note that, in connection with the subsequent distribution of the Notes in the Republic of Italy, Article 100 bis of the Consolidated Financial Act requires to comply also on the secondary market with the public offering rules and disclosure requirements set forth under the Consolidated Financial Act and relevant Consob implementing regulations, unless the above subsequent distribution is exempted from those rules and requirements according to the Consolidated Financial Act and relevant Consob implementing regulations. United Kingdom Each of the Joint Lead Managers has represented, warranted and agreed in the Subscription Agreement that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of such Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom. Belgium This Prospectus does not constitute a public offer in Belgium, in accordance with article 3, §2, d) of the law of 16 June 2006 relating to public offers of investment instruments and admissions of investment instruments to trading on regulated markets. The Belgian Banking, Finance and Insurance Commission has not reviewed nor approved this Prospectus, or commented on its accuracy or adequacy, or recommended or endorsed the purchase of the Notes. Portugal Each Joint Lead Manager has represented, warranted and agreed that: 1) it has not directly or indirectly taken any action or offered, advertised, sold or delivered and will not directly or indirectly offer, advertise, sell, re-sell, re-offer or deliver the Notes in circumstances which could qualify as a public offer of securities pursuant to the Código dos Valores Mobiliários (the Portuguese Securities Code, the "CVM"), in circumstances which would require the publication by the Issuer of a prospectus pursuant to the Prospectus Directive or in circumstances which could qualify the issue of the Notes as an issue in the Portuguese market; and 2) it has not directly or indirectly and will not directly or indirectly distribute or cause to distribute any prospectus or any other document, circular, advertisement or any offering material in relation to the Notes except in accordance with all applicable laws and regulations; and 3) it will comply with all applicable provisions of the CVM and any applicable regulations issued by the Comissão do Mercado de Valores Mobiliários (the Portuguese Securities Commission), in any such case as may be applicable to it in respect of any offer or sale of Notes by it in Portugal. Spain Neither the Notes nor the prospectus have been approved or registered in the administrative registries of the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores). Accordingly, the Notes may not be offered or sold in Spain except in circumstances which do not constitute a public offering of securities in Spain within the meaning of article 30-bis of the Spanish Securities Market Law of 28 July 1988 (Ley

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24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and supplemental rules enacted thereunder. Germany Each of the Joint Lead Managers represents that the Notes have not been offered or sold and will not be offered or sold in the Federal Republic of Germany other than in compliance with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz, WpPG) or any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of such Notes. France Each of the Joint Lead Managers has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, the Notes to the public in France and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France the Prospectus or any other offering material relating to the Notes and that such offers, sales and distributions have been and will only be made in France to (i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in accordance with Articles L.411-1, L.411-2, D.411-1 and D.411-2 of the French Code monétaire et financier. Ireland Each Joint Lead Manager has represented that: (i) it has not and will not offer or sell the Notes other than in circumstances which do not require the publication of a prospectus pursuant to Article 3 of Council Directive 2003/71/EC; and (ii) to the extent applicable, it will not underwrite the issue of or place the Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended). European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Joint Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. General Restrictions In addition, each of the Joint Lead Managers has represented that no action has been or will be taken in any jurisdiction by it that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering or publicity material relating to the Notes, in any country or jurisdiction

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where action for that purpose is required. Each of the Joint Lead Managers has represented and undertaken 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 the Notes or have in its possession or distribute this Prospectus or any such other material, in all cases at their own expense. Each of the Joint Lead Managers will have any permission required for the acquisition, offer, sale or delivery by it of the Notes 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; furthermore, the Joint Lead Managers have undertaken that they will not, directly or indirectly, offer, sell or deliver any Notes or distribute or publish any prospectus, form of application, offering circular (including this Prospectus), advertisement or other offering material in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable law and regulations. Neither the Joint Lead Managers are authorised to make any representation or use any information (and the Joint Lead Managers have undertaken not to make such representation and/or to use such information) in connection with the issue, subscription and sale of the Notes other than as contained in this Prospectus or any amendment or supplement thereto.

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GENERAL INFORMATION 1. The Class A1 Notes have been accepted for clearance through Euroclear and Clearstream Luxembourg under common code number 031326290. The ISIN number for the Class A1 Notes is IT0004240351. The Class A2 Notes have been accepted for clearance through Euroclear and Clearstream Luxembourg under common code number 031283795. The ISIN number for the Class A2 Notes is IT0004240377. 2. Application has been made to the Luxembourg Stock Exchange for the listing on the official list of the Luxembourg Stock Exchange and admission to trading on the Regulated Market of the Luxembourg Stock Exchange. 3. The Issuer has obtained all necessary consents, approvals and authorisations in Italy in connection with the issue and performance of the Notes. The issue of the Notes was authorised by a resolution of the quotaholder’s meeting of the Issuer passed on 6 July 2007. 4. As long as the Notes are listed on the Luxembourg Stock Exchange, copies of the following documents may be inspected during normal business hours in Luxembourg at the registered office of the Luxembourg Paying and Listing Agent: (a) the by-laws (statuto) and the deed of incorporation (atto costitutivo) of the Issuer; (b) the Transfer Agreements; (c) the Corporate Services Agreements; (d) the Intercreditor Agreement; (e) the Servicing Agreement; (f) the Cash Management and Agency Agreement; (g) the Security Documents; (h) the Subscription Agreement; (i) the Swap Agreements; (j) the Financial Guarantees; (k) the Reimbursement and Indemnification Agreements; (l) the Bridge Loan Agreement; (m) the Letter of Undertaking; (n) the Delegations; (o) the Master Definitions Agreement; (p) the Prospectus; (q) the Servicer Reports, setting out any difference between the amounts paid by the Region into the Collection Account and the amounts required to be paid by the Region in respect of the Delegations, which will be prepared by the Servicer within one Swap Business Day after each Valuation Date; (r) the Payments Reports, containing details of amounts to be paid by the Issuer on the immediately following Payment Date, in accordance with the applicable Order of Priority, which will be prepared by the Calculation Agent on or prior to each Calculation Date; (s) the Shortfall Reports (if any), containing the details of any expected shortfall in respect of the Scheduled Interest and the Scheduled Principal on the Notes on the following Payment Date, which will be prepared by the Calculation Agent on the relevant due date; (t) the Recoveries Payment Reports (if any), a report containing the details of the application of Collections and/or Recoveries and of the relevant payments to be made on the relevant due date, in accordance with the relevant provisions of the Post-Acceleration Order of Priority, which will be prepared by the Calculation Agent following the service of a Trigger Notice;

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(u) the Transaction Bank Report, relating to the Collection Account, the Payments Account, the Equity Capital Account and the Reserve Account to be prepared by the Transaction Bank on or prior to each Valuation Date; (v) the Investors Reports, containing information on the amounts paid under the Delegations, the Receivables and the Notes with reference to the immediately preceding Collection Period as well as the preceding Interest Period, which will be prepared by the Calculation Agent five Business Days after each Payment Date; (w) the by-laws (statuto) and the deed of incorporation (atto costitutivo) of Ambac; (x) the by-laws (statuto) and the deed of incorporation (atto costitutivo) of FSA; (y) Financial statements of the Issuer for the year ended 31 December 2006; (z) Financial statements of Ambac for the years ended 31 December 2005 and 31 December 2006; and (aa) Financial statements of FSA for the years ended 31 December 2005 and 31 December 2006. 5. The Issuer prepares annual financial statements for financial years ending 31 December of each year. No interim financial statements will be produced by the Issuer. So long as any of the Notes remains listed on the Luxembourg Stock Exchange and outstanding, copies of the Issuer’s annual financial statements shall, upon publication, be made available for collection at the registered office of the Luxembourg Paying and Listing Agent. 6. The Issuer has not been involved in any litigation, arbitration or administrative proceedings relating to claims or amounts which are material in the context of the issue of the Notes in the past 12 months and no such litigation, arbitration or administrative proceedings are pending or threatened. 7. Save as disclosed in this Prospectus, there has been no material adverse change, or any development reasonably likely to involve a material adverse change, in the condition (financial or otherwise) or general affairs of the Issuer since 31 December 2006 that is material in the context of the issue of the Notes. 8. Ambac is not, and has not been, involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Ambac is aware) which may have or have had in the 12 months preceding the date of this document a significant effect on Ambac's financial position or profitability. 9. There has been no significant change in the financial or trading position of Ambac since 31 December 2006 and there has been no material adverse change in the prospects of Ambac since 31 December 2006. 10. FSA is not, and has not been, involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which FSA is aware) which may have or have had in the 12 months preceding the date of this document a significant effect on FSA's financial position or profitability. 11. There has been no significant change in the financial or trading position of FSA since 31 December 2006 and there has been no material adverse change in prospects of FSA since 31 December 2006. 12. The Issuer estimates that its aggregate ongoing expenses in connection with the Securitisation will be equal to approximately Euro 64,000 (exclusive of any value added tax) per annum. The total fees, costs and expenses for the admission and maintenance of the Notes to trading are Euro 33,300. 13. So long as any of the Notes remains listed on the Luxembourg Stock Exchange and outstanding, upon request of the Noteholders, copies of each Monolines’ financial statements shall, upon publication, be made available free of charge at the registered office of the Luxembourg Paying and Listing Agent. This Prospectus will be published on the internet web site of the Luxembourg Stock Exchange at www.bourse.lu

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GLOSSARY OF TERMS The following terms are used throughout this Prospectus. In addition, other relevant terms are defined in the Forms of the Financial Guarantees contained in this Prospectus and in the Rules of Organisation of the Noteholders attached as Exhibit 1 to the Conditions. Prospective investors are referred to the above sections for such additional definitions. These and other terms used in this Prospectus are subject to, and in some cases are summaries of, the definitions of such terms set forth in the Transaction Documents, as they may be amended from time to time. Certain terms derive from the transaction documents that have been executed in the Italian language. To the extent that these terms have been translated into the English language, in the event of any discrepancy between the definitions of such terms as set forth in the Italian language transaction documents and as set forth herein, the definitions contained in such Italian language transaction documents shall prevail. “18 Months Payment Date” means the Payment Date falling in May 2009. “Accelerated Payment” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Act/360 Day Count Fraction” means the actual number of days in the Interest Period in respect of which the Interest Payment Amount is being calculated divided by 360. “Additional Reserve Amount” means any amount paid by the Swap Counterparties to the Issuer at any time pursuant to the Expenses Shortfall Payment Undertaking; any Additional Reserve Amount will be credited to the Reserve Account. “Additional Reserve Amount Notice” means the written notice by the Calculation Agent requesting the payment of an Additional Reserve Amount. “Affected Guaranteed Obligations” has the meaning ascribed to it in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Agents” means the Italian Paying Agent, the Principal Paying Agent, the Transaction Bank, the Paying Agents, the Calculation Agent and the Luxembourg Paying and Listing Agent. “Ambac” means Ambac Assurance UK Limited. “Ambac Event of Default” means each of the following events: (A) any amount which is due for payment by Ambac under the Ambac Financial Guarantee is not paid by Ambac on the date stipulated in the Ambac Financial Guarantee; or (B) Ambac disclaims, disaffirms, repudiates or challenges the validity of any of Ambac’s payment obligations under the Ambac Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of Ambac or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of Ambac (or, as the case may be, of a material part of its property or assets); (D) Ambac: (1) presents any petition or commences any proceedings for the winding-up of Ambac, or the appointment of an administrator or receiver (including an administrative receiver or manager), of Ambac (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” Ambac Event of Default means an Ambac Event of Default which has occurred and is continuing and has been notified by Ambac to the Representative of the Noteholders and has not been waived and/or remedied by Ambac to the satisfaction of the Representative of the Noteholders. “Ambac Fee Letter” means the fee letter entered into between the Issuer and Ambac on or before the Issue Date. “Ambac Financial Guarantee” means the financial guarantee delivered by Ambac on or before the Issue Date in favour of the Representative of the Noteholders (for and on behalf of the Class A1 Noteholders).

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“Ambac Financial Guarantee Fee” means the premium due to Ambac and payable by the Issuer for the provision of the Ambac Financial Guarantee. “Ambac Indemnification Agreement” means the indemnification agreement entered into on or before the Issue Date between the Issuer, Ambac and the Joint Lead Managers. “Ambac Reimbursement and Indemnity Agreement” means the reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and Ambac. “Asset Management Option” means the risparmio gestito regime according to Article 7 of Legislative Decree No. 461 of 21 November 1997 opted by the Investors. “Asset Management Tax ” means a substitute tax at a 12.5% rate applied to the gross interest, included in the yearly accrued. “Avoided Payment Amounts” has the same meaning as in the Ambac Financial Guarantee. “Bankruptcy Law ” means the Italian Royal Decree No. 267 of 16 March 1942 (Legge Fallimentare) as subsequently amended and supplemented. “Bridge Loan” means the limited recourse bridge loan granted to the Issuer pursuant to the Bridge Loan Agreement. “Bridge Loan Agreement” means the bridge loan agreement entered into on 14 March 2007, as amended on 26 March 2007, 6 and 30 April 2007, 15 and 28 June 2007 and 11 July 2007, between the Issuer and the Bridge Loan Lenders. “Bridge Loan Lenders” means CALYON, Milan branch and Credit Suisse, Milan branch. “Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Calculation Agent ” means Citibank N.A., London branch and any of its permitted successors and/or assignees from time to time. “Calculation Date” means each day which is the fifth Business Day before each Payment Date. “Cancellation Date” means the earlier of (i) the date on which the Notes are redeemed in full and (ii) the last Business Day of November 2040 or, if any legal proceedings have been commenced against the Region in relation to the Delegations or the Receivables before such date, the date on which the Representative of the Noteholders (which, for such purpose, shall rely on an opinion issued by an accountant and a legal expert) has certified to the Issuer and the Monolines that all the Collections and Recoveries due in respect of the Delegations and the Receivables have been received and recovered and that all judicial and enforcement procedures in respect of the Delegations and the Receivables have been exhausted (i.e. the relevant enforcement proceeding ended and the funds recovered have been paid to the claimant), at which date any amounts remaining outstanding in respect of the Notes shall be deemed to be released by the Noteholders and the Notes shall be cancelled. “Cash Management and Agency Agreement” means the cash management and agency agreement entered into on or before the Issue Date between the Issuer, the Servicer, the Representative of the Noteholders, the Paying Agents, the Calculation Agent, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Swap Counterparties and the Monolines. “Class” means, if referred to in relation to Notes or Noteholders, the Class A1 Notes and the Class A2 Notes, as the case may be, or the respective holders thereof. “Class A1 Available Funds” means, on each Calculation Date and in relation to the relevant items of the Orders of Priority, an amount equal to the aggregate of:

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Reimbursement Amount due to it; (iii) any positive difference between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement; and (iv) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, in circumstances in which the Issuer is entitled to use such moneys following the termination of the relevant Class A1 Swap Agreement, less (v) the Class A1 Ratio of the amounts due to be paid by the Issuer on the Payment Date immediately following such Calculation Date under items (i) to (v) of the applicable Order of Priority. “Class A2 Available Funds” means, on each Calculation Date and in relation to any relevant item of the Orders of Priority, an amount equal to the aggregate of:

(i) all amounts paid to the Issuer by the Swap Counterparties and credited to the Payments Account pursuant to the Class A2 Swap Agreements (excluding any Collateral Amounts pursuant to the Class A2 Swap Agreements); and (ii) the part of the Class A2 Portion, if any, which has not been utilised to make the payments due to the Swap Counterparties under the Class A2 Swap Agreements and to pay to FSA the Swap Reimbursement Amount due to it; (iii) any positive difference between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A2 Swap Agreement entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A2 Swap Agreement; and (iv) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, in circumstances in which the Issuer is entitled to use such moneys following the termination of the relevant Class A2 Swap Agreement, less (v) the Class A2 Ratio of the amounts due to be paid by the Issuer on the Payment Date immediately following such Calculation Date under items (i) to (v) of the applicable Order of Priority. “Class A1 Noteholders” means the holders of the Class A1 Notes. “Class A2 Noteholders” means the holders of the Class A2 Notes. “Class A1 Notes” means the Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035. “Class A2 Notes” means the Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035. “Class A1 Portion” means, with respect to each Transaction Portion, 50% (fifty per cent.) of such Transaction Portion. “Class A2 Portion” means, with respect to each Transaction Portion, 50% (fifty per cent.) of such Transaction Portion. “Class A1 Ratio” means 50% (fifty per cent.). “Class A2 Ratio” means 50% (fifty per cent.). “Class A1 Swap Agreements” means the three swap agreements entered into on or before the Issue Date between the Issuer and the Swap Counterparties in relation to the Class A1 Notes. “Class A2 Swap Agreements” means the three swap agreements entered into on or before the Issue Date between the Issuer and the Swap Counterparties in relation to the Class A2 Notes. “Class Notes Ratio” means 50% (fifty per cent.). “Clearstream Luxembourg” means Clearstream Banking, S.A.

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“Collateral Account” means the account that the Issuer shall be obliged to open for the Collateral Amounts posted as collateral pursuant to any CSA. “Collateral Amounts” means any payments made or securities delivered to the Issuer as collateral pursuant to any CSA. “Collection Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “Collection Period” means each period of six months commencing on (but excluding) each Calculation Date and ending on (and including) the immediately following Calculation Date, and in the case of the first Collection Period, commencing on (and including) the Issue Date and ending on (and including) the immediately following Calculation Date. “Collections” means any amounts due by the Health Authorities in respect of the Receivables and/or by the Region in respect of the Delegations and paid on their original due date. “Conditions” means the terms and conditions of the Notes and any reference thereof to a numbered Condition is to the correspondingly numbered provision thereof. “Confirmation” means each confirmation forming part of each Swap Agreement. “Consob” means the Commissione Nazionale per la Società e la Borsa. “Consolidated Banking Act” means Italian legislative decree No. 385 of 1 September 1993 (as amended and supplemented from time to time). “Consolidated Financial Act” means legislative decree No. 58 of 24 February 1998 (as amended and supplemented from time to time). “Controlling Party” the following persons shall constitute the Controlling Party: 1. the Monolines acting jointly, at any time at which there is no outstanding Ambac Event of Default and no outstanding FSA Event of Default; or 2. Ambac at any time at which there is an outstanding FSA Event of Default but no outstanding Ambac Event of Default; or 3. FSA at any time at which there is an outstanding Ambac Event of Default but no outstanding FSA Event of Default; or 4. the Representative of the Noteholders, at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, provided that, in respect of any decision regarding any right of the Issuer concerning (i) the termination of the Class A1 Swap Agreement, the Controlling Party will be Ambac, or at any time at which there is an outstanding Ambac Event of Default, FSA, or at any time at which there is an outstanding Ambac Event of Default and an outstanding FSA Event of Default, the Representative of the Noteholders, and (ii) the termination of the Class A2 Swap Agreement, the Controlling Party will be FSA, or at any time at which there is an outstanding FSA Event of Default, Ambac, or at any time at which there is an outstanding FSA Event of Default and an outstanding Ambac Event of Default, the Representative of the Noteholders. “Corporate Services Agreements” means the Issuer Corporate Services Agreement and the Foundation Corporate Services Agreement. “Criteria” means the objective criteria specified in the Transfer Agreements pursuant to which the Receivables transferred to the Issuer have been selected as a pool of monetary claims (crediti pecuniari in blocco). “CSA” means the credit support annex entered into between the Issuer and the relevant Swap Counterparty in the form of the ISDA 1995 Credit Support Annex (Bilateral Form - Transfer) (ISDA Agreements Subject to English Law). “Curing Monoline” means each Monoline which has exercised the Swap Cure Option and has paid the Relevant Unpaid Amount in accordance with the terms provided under the Intercreditor Agreement. “Decree 2440/1923” means the Royal Decree 18 November 1923 No. 2440. “Decree 239” means the Italian Legislative Decree No. 239 of 1 April 1996, as amended and restated, in particular by Law Decree No. 350 of 25 September 2001.

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“Decree 239 Withholding” means any withholding or deduction for or on account of Italian taxes which is required to be made by Decree 239. “Deed of Charge” means the English law deed of charge entered into on or before the Issue Date between the Issuer and the Representative of the Noteholders (on behalf of the Noteholders and the Other Issuer Creditors). “Deed of Pledge” means the deed of pledge entered into on or before the Issue Date between the Issuer, the Noteholders and the Other Issuer Creditors. “Deed of Pledge over the Delegations” means the deed of pledge over the Delegations entered into on or before the Issue Date between the Issuer, the Noteholders and the Other Issuer Creditors. “Deferral Agreement” means the deferral agreements entered into among the Transferor and the Health Authorities on 7/9 December 2006, as amended on 6 February 2007. “Delegations” means the delegations under Article 1268 and following of the Italian Civil Code executed on 14 March 2007, 21 March 2007, 26 March 2007, 29 March 2007 (as reduced on 30 April 2007) and 31 March 2007 (as rectified and reduced on 30 April 2007) between the Region, each of the Health Authorities and the Issuer. “Delibera 1338” means the resolution (deliberazione) No. 1338 of 3 August 2006 of the Giunta Regionale of the Region. “ECOFIN” means EU Council of Economic and Finance Ministers. “Eligible Institution” means for the purposes of the Transaction Bank or the Servicer, any depository institution organised under the laws of any state which is a member of the European Union or of the United States of America, whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1 (or A-1+ in case the aggregate amount in the Issuer Accounts, other than the Equity Capital Account, exceeds 4% of the Original Principal Amount of the Notes) by S&P and whose long-term, unsecured and unsubordinated debt obligations are rated at least Aa3 by Moody’s and AA- by S&P, and for the purposes of any institution appointed under a CSA, any depository institution organised under the laws of the United Kingdom, and whose short-term, unsecured and unsubordinated debt obligations are rated at least P-1 by Moody’s and A-1+ by S&P and whose long-term, unsecured and unsubordinated debt obligations are rated at least Aa3 by Moody’s and AA- by S&P. “Enforcement Action” means any step that the Representative of the Noteholders is entitled to take to enforce the rights of the Issuer, the Noteholders and/or the Other Issuer Creditors under any Transaction Document in accordance with the relevant terms, including the declaration of a Trigger Event or the service of a Trigger Notice or the institution of proceedings in the name and on behalf of the Issuer, the Noteholders or the Other Issuer Creditors pursuant to the terms of the Intercreditor Agreement or any other Transaction Documents. “Enforcement Expenses” means any legal expenses, taxes and other enforcement costs and expenses due and payable by the Issuer and/or the Monolines (or either of them) on behalf of the Issuer in connection with the recovery of any amount due and unpaid under the Delegations and/or the Receivables. “Enforcement Expenses Notice” means the written notice by the Calculation Agent (acting in accordance with the Cash Management and Agency Agreement) requesting the payment of a Spread Swap Contribution to Enforcement Expenses. “Enforcement Expenses Undertaking” means the irrevocable undertaking, pursuant to the terms of the Spread Swap Agreements or, following the termination of the relevant Spread Swap Transaction in certain circumstances pursuant to the Cash Management and Agency Agreement, of each of the Swap Counterparties, to pay pro rata from time to time and at any time on demand a Spread Swap Contribution to Enforcement Expenses in respect of Enforcement Expenses due, as determined two Business Days prior to the date of the Enforcement Expenses Notice, conditional only upon the Representative of the Noteholders or the Issuer providing evidence in writing to the Swap Counterparties that the funds being available (i) in the Reserve Account, and/or (ii) pursuant to an irrevocable commitment of the Monolines (or any of them) will be sufficient to cover in full the difference between the relevant Enforcement Expenses and the Spread Swap Contribution to Enforcement Expenses set out in the Enforcement Expenses Notice. “Enforcement Rights” means all rights, powers and discretions conferred to the Representative of the Noteholders by virtue of Transaction Documents and all rights to make demands, bring proceedings or take

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any other action in respect thereof. “Equity Capital Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “EU” means European Union. “Euroclear” means Euroclear Bank S.A. / N.V. as operator of Euroclear System. “European Withholding Tax Directive” means the EU directive regarding the taxation of savings income adopted by the EU Council of Economic and Finance Ministers on 3 June 2003. “Euro Screen Rate” has meaning given in Condition 6.2. “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 from time to time. “Expense Provisions” means the decrees (decreti dirigenziali) of the Director of Section 02-Management of Revenues and Expenses of the Financial Statements of the General Area of Coordination 08-Financial statements (Dirigente del Settore 02-Gestione delle Entrate e della Spesa di Bilancio della AGC 08- Bilancio) No. 59 dated 14 March 2007, No. 61 dated 21 March 2007, No. 71 dated 26 March 2007, No. 73 dated 30 March 2007 and No. 76 dated 31 March 2007 (these latter two as supplemented by the decrees Nos. 126 e 127 dated 2 May 2007, which acknowledged the reduction of the amounts owed under the Delegations). “Expenses Shortfall” means the negative difference (if any) between: (i) all the amounts standing to the credit of the Reserve Account on the second Business Day preceding the date of the relevant Additional Reserve Amount Notice; and (ii) the aggregate of all the fees, expenses, costs, taxes and other amounts referred to under items (i) to (iv) of the Orders of Priority (including, for the avoidance of doubt, the Enforcement Expenses) as payable by the Issuer within 30 Business Days from the date of the relevant Additional Reserve Amount Notice, as determined on the second Business Day preceding the date of such notice. “Expenses Shortfall Payment Undertaking” means the irrevocable and unconditional undertaking, pursuant to the terms of the Notes Swap Agreements, of each of the Swap Counterparties, to pay pro rata from time to time and at any time on demand an Additional Reserve Amount equal to the lower of (a) the Maximum Committed Amount and (b) the Expenses Shortfall, both as determined two Business Days prior to the date of the Additional Reserve Amount Notice. “Federalism Law ” means the Constitutional Law No. 3 of 18 October 2001. “Fee Letters” means jointly the Ambac Fee Letter and the FSA Fee Letter. “Final Maturity Date” means the Payment Date falling in November 2035. “Financial Guarantees” means jointly the Ambac Financial Guarantee and the FSA Financial Guarantee. “Financial Guarantee Fees” means jointly the Ambac Financial Guarantee Fee and the FSA Financial Guarantee Fee. “First Payment Date” means the Payment Date falling in November 2007. “Fitch” means Fitch Ratings Ltd. “Fixed Amount ” means each payment due by the Issuer to the Swap Counterparties pursuant to the Swap Agreements. “Fixed Payment Date” means the date on which payments (other than termination payments) are due by the Issuer to the Swap Counterparties under the Swap Agreements (without prejudice, in any case, to any relevant grace period for payment), such date being within four Swap Business Days after each Region Payment Date. “Foundation” means Stichting Woestengolf, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands. “Foundation Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any of its permitted successors or assignees from time to time. “Foundation Corporate Services Agreement” means the corporate services agreement in relation to the

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Foundation entered into on or before the Issue Date between the Issuer, the Quotaholder and the Foundation Corporate Servicer. “FSA” means Financial Security Assurance (U.K.) Limited. “FSA Event of Default” means each of the following events: (A) any amount which is due for payment by FSA under the FSA Financial Guarantee is not paid by FSA on the date stipulated in the FSA Financial Guarantee; or (B) FSA disclaims, disaffirms, repudiates or challenges the validity of any of FSA’s payment obligations under the FSA Financial Guarantee; or (C) (1) a court of competent jurisdiction enters a final and non-appealable order, judgment or decree for the winding-up of FSA or (2) the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); (D) FSA: (1) presents any petition or commences any proceedings for the winding-up of FSA, or the appointment of an administrator or receiver (including an administrative receiver or manager) of FSA (or, as the case may be, of a material part of its property or assets); or (2) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part I of the Insolvency Act 1986 of the United Kingdom) or compromise with or for the benefit of any of its creditors; or (3) becomes unable to pay its debts within the meaning of section 123(2) or section 123(1)(e) of the Insolvency Act 1986 or admits in writing its inability to pay its debts as they become due, and a reference to an “outstanding” FSA Event of Default means an FSA Event of Default which has occurred and is continuing and has been notified by FSA to the Representative of the Noteholders and has not been waived and/or remedied by FSA to the satisfaction of the Representative of the Noteholders. “FSA Fee Letter” means the fee letter entered into between the Issuer and FSA on or before the Issue Date. “FSA Financial Guarantee” means the financial guarantee delivered by FSA on or before the Issue Date in favour of the Representative of the Noteholders (for and on behalf of the Class A2 Noteholders). “FSA Financial Guarantee Fee” means the premium due to FSA and payable by the Issuer for the provision of the FSA Financial Guarantee. “FSA Indemnification Agreement” means the indemnification agreement entered into on or before the Issue Date between the Issuer, FSA and the Joint Lead Managers. “FSA Reimbursement and Indemnity Agreement” means the reimbursement and indemnity agreement entered into on or before the Issue Date between the Issuer and FSA. “Guaranteed Amount” has the same meaning as in the Ambac Financial Guarantee. “Guaranteed Obligations” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Health Authorities” means, collectively, the 21 Aziende Unità Sanitarie Locali and Aziende Ospedaliere, the two university related Aziende Ospedaliere and a scientific recovery and health care institution of the Region.

“Indemnification Agreements” means the Ambac Indemnification Agreement and the FSA Indemnification Agreement. “Initial Interest Period” means the Interest Period which begins on (and includes) the Issue Date and ends on (but excludes) the First Payment Date. “Initial Reserve Amount” means an amount equal to Euro 250,000. “Intercreditor Agreement” means the intercreditor agreement entered into on or before the Issue Date between the Issuer, the Noteholders (acting through the Representative of the Noteholders), the Joint Lead Managers, the Other Issuer Creditors and the Quotaholder.

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“Insolvency Act 1986” means the U.K. Insolvency Act 1986. “Interest Payment Amount” has the meaning given in Condition 6.3. “Interest Period” means each period starting from (and including) a Payment Date and ending on (but excluding) the next following Payment Date, provided that the first interest period (the “Initial Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the First Payment Date. “Investors Report” means the report to be prepared by the Calculation Agent five Business Days after each Payment Date, containing information on the amounts paid under the Delegations, the Receivables and the Notes with reference to the immediately preceding Collection Period as well as the preceding Interest Period. “IRAP” means the Regional Tax on Productive Activities (Imposta Regionale sulle Attività Produttive). “Issue Date” means 25 July 2007. “Issue Price” means 100% of the principal amount of the Notes on the Issue Date. “Issuer” means Posillipo Finance II S.r.l.. “Issuer Accounts” means, collectively, the Collection Account, the Payments Account, the Reserve Account and the Equity Capital Account. “Issuer Available Funds” means: (A) on each Calculation Date and in respect of the immediately following Payment Date, prior to the service of a Trigger Notice or a notice of early redemption of the Notes in accordance with Condition 7.3, the aggregate of: (i) the Collections and Recoveries credited to the Collection Account during the immediately preceding Collection Period; (ii) all amounts received or recovered by the Issuer pursuant to the Soresa Transfer Agreements, the Transfer Agreements, the Servicing Agreement or any other Transaction Documents during the immediately preceding Collection Period, and all amounts otherwise paid to the Issuer or recovered by or on behalf of the Issuer, in connection with the Securitisation during the preceding Collection Period; (iii) all amounts of interest accrued and paid (net, for the avoidance of doubt, of any tax or other withholding) on the Issuer Accounts (other than the Equity Capital Account and the Reserve Account) during the immediately preceding Collection Period; (iv) all amounts to be paid to the Issuer by the Swap Counterparties and credited to the Payments Account six Business Days prior to such Payment Date pursuant to the Notes Swap Agreements; (v) all the amounts transferred from the Reserve Account to the Payments Account prior to a Payment Date in order to make on such Payment Date payments due by the Issuer under items (i) to (iv) of the Order of Priority; and (B) at any time following the service of a Trigger Notice or upon an early redemption of the Notes in accordance with Condition 7.3, the aggregate of all amounts standing to the credit of the Collection Account and the Payments Account (including, for the avoidance of doubt, interest accrued and paid on such accounts and any amounts transferred from the Reserve Account); PROVIDED THAT, in any case under (A) and (B) above, the Issuer Available Funds shall not comprise: (i) any Spread Swap Portion (including, for the avoidance of doubt, any Spread Swap Contribution to Enforcement Expenses); (ii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Curing Monoline(s) the Swap Reimbursement Amounts; (iii) any part of the Class A1 Portion or Class A2 Portion utilised or to be utilised to pay to the Swap Counterparties the amounts due under the Notes Swap Agreements (excluding any termination payments); (iv) any Recovery Costs; (v) the proceeds from the issuance of the Notes paid on the Issue Date on the Payments

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Account; (vi) the amounts transferred by the Swap Counterparties pursuant to the Notes Swap Agreements to the Payments Account on the Issue Date to pay certain initial costs of the Securitisation and the amounts transferred by the Swap Counterparties pursuant to the termination agreements executed in respect of the Pre-Hedging Swap Agreements; (vii) the Initial Reserve Amount, any Additional Reserve Amount and any amount standing to the credit of the Reserve Account; (viii) any amounts paid to the Issuer by any Replacement Swap Counterparty or any amounts paid by the Replacement Swap Counterparty to the Original Swap Counterparty directly, following termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) with such Original Swap Counterparty, except that the positive difference (if any) between (a) any amounts paid by the Replacement Swap Counterparty pursuant to the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be) entered into between the Issuer and such Replacement Swap Counterparty, and (b) any termination payments due to the Original Swap Counterparty in respect of the termination of the relevant Class A1 Swap Agreement or Class A2 Swap Agreement (as the case may be), as determined in accordance with the Notes Swap Agreements, shall be paid into the Payments Account and will form part of the Class A1 Available Funds or the Class A2 Available Funds respectively; (ix) any cash standing to the credit of the Collateral Account or deriving from the disposal of any securities deposited on the Collateral Account, except in circumstances in which the Issuer is entitled, pursuant to the relevant Class A1 Swap Agreement Class A2 Swap Agreement and other Transaction Documents, to use such monies (in whole or in part) following a termination of the relevant Notes Swap Agreement and to pay such monies into the Payments Account in accordance with the terms of the Intercreditor Agreement, the Cash Management and Agency Agreement and the relevant Notes Swap Agreement; and (x) for the avoidance of doubt, the monies standing to the credit of any account opened with the Transaction Bank by the Representative of the Noteholders (in its name) or the monies held by any of the Paying Agents on behalf of the Representative of the Noteholders pursuant to the Cash Management and Agency Agreement, in the event that any of the Monolines makes any payment in respect of the relevant Class of Notes in favour of the Representative of the Noteholders (for and on behalf of the relevant Noteholders) pursuant to the Financial Guarantees. “Issuer Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any of its permitted successors or assignees from time to time. “Issuer Corporate Services Agreement” means the corporate services agreement in relation to the Issuer entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders, the Monolines and the Corporate Servicer. “Issuer’s Rights” means any of the Issuer’s rights deriving from the Transaction Documents. “Italian Civil Code” means the Italian civil code approved with the Royal Decree No. 262 of 16 March 1942, as amended and supplemented from time to time. “Italian Paying Agent” means Citibank N.A., Milan branch and any of its permitted successors or assignees from time to time. “Italy” means the Republic of Italy. “Joint Arrangers” means CALYON, Milan Branch, Credit Suisse Securities (Europe) Limited and Lehman Brothers International (Europe). “Joint Lead Managers” means CALYON, Milan Branch, Credit Suisse Securities (Europe) Limited, DEPFA BANK plc, Dexia Crediop S.p.A. and Lehman Brothers International (Europe). “Letter of Undertaking” means the letter of undertaking entered into on or before the Issue Date between the Issuer, the Representative of the Noteholders, the Quotaholder, Amaco Management Services B.V. and

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the Monolines. “Local Business Day” means a day other than a Saturday or a Sunday, on which banks are open in Naples, Italy. “Luxembourg Paying and Listing Agent” means Dexia Banque Internationale à Luxembourg, société anonyme and any of its permitted successors or assignees from time to time. “Margin” means a margin of 20 basis points per annum. “Master Definitions Agreement” means the master definitions agreement entered into on or before the Issue Date among the Issuer, the Other Issuer Creditors, the Representative of the Noteholders (in the name and on behalf of the Noteholders), the Quotaholder, Amaco Management Services B.V. and the Joint Lead Managers. "Maximum Committed Amount" means, from time to time, an amount equal to (a) Euro 500,000 less (b) the aggregate Additional Reserve Amounts previously paid (if any) to the Issuer. “Monoline Documents” means, together, the Fee Letters, the Financial Guarantees, the Reimbursement and Indemnity Agreements and the Indemnification Agreements. “Monolines” means Ambac and FSA. “Monolines Recovery Costs Reimbursement Amount” means the amount that the Issuer is obliged to repay to each Monoline pursuant to the relevant Reimbursement and Indemnity Agreement in respect of Enforcement Expenses paid by the Monolines (or either of them) on behalf of the Issuer. “Monte Titoli” means Monte Titoli S.p.A. “Monte Titoli Account Holders” means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear and Clearstream Luxembourg. “Moody’s” means Moody’s Investors Service, Inc. “MTN Prospectus” means the Simplified Base Prospectus for the Euro 3,000,000,000 Global Medium Term Note Program of the Region of Campania dated 23 May 2006. “Non-Curing Monoline” means a Monoline that fails to pay the Relevant Unpaid Amount. “Noteholders” means the holders of the Class A1 Notes and the Class A2 Notes. “Notes” means, collectively, the Class A1 Notes and the Class A2 Notes. “Notes Swap Agreements” means the Class A1 Swap Agreements and the Class A2 Swap Agreements. “Notice of Demand” means a Notice of Demand as defined in the Ambac Financial Guarantee or a Notice of Demand as defined in the FSA Financial Guarantee. “Official Gazette” means the Official Gazette of the Republic of Italy. “Orders of Priority” means, together, the Pre-Acceleration Order of Priority and the Post-Acceleration Order of Priority. “Organisation of the Noteholders” means the organisation of Noteholders as regulated under the Rules of Organisation of the Noteholders. “Original Principal Amount ” means as at the Issue Date the principal amount of each Class of Notes. “Other Issuer Creditors” means, collectively, the Representative of the Noteholders, the Monolines, the Servicer, the Calculation Agent, the Paying Agents, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer, the Foundation Corporate Servicer and the Swap Counterparties. “Paying Agents” means, collectively, the Italian Paying Agent and the Principal Paying Agent. “Payment Date” means the 30th day of May and November of each year or, if any such day is not a Business Day, the next succeeding Business Day. “Payments Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “Payments Report” means the report prepared by the Calculation Agent on or prior to each Calculation

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Date and containing details of amounts to be paid by the Issuer on the immediately follow ing Payment Date, in accordance with the applicable Order of Priority. “Pension Fund Tax” means the annual substitute tax of 11%. “Post-Acceleration Order of Priority” has the meaning given in Condition 5.3. “Pre-Acceleration Order of Priority” has the meaning given in Condition 5.2. “Pre-Hedging Swap Agreements” means the hedging swap agreements entered into between the Issuer and the Swap Counterpartuies upon each drawdown under the Bridge Loan and terminated on or before the Issue Date. “Preliminary Swap Shortfall Notice” means the preliminary notice to be delivered, by 10.00 a.m. Milan time on the first Swap Business Day after each Region Payment Date, to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on such Region Payment Date and the amounts actually paid by the Region into the Collection Account on the same date. “Principal Amount Outstanding” has the meaning given in Condition 7.4. ”Principal Paying Agent” means Citibank N.A., London branch and any of its permitted successors and/or assignees from time to time. “Protected Obligations” means the funds segregated by the Regional Treasurer Bank for payments of amounts due under loans and certain other categories of payment obligation which may not be attached or seized by third party creditors of the Region (but which may not include the Region’s obligations toward the Issuer under the Delegations) pursuant to Article 11 of Decree No. 8 of 18 January 1993 as converted into Law No. 68 of 19 March 1993. “Prospectus” means this prospectus prepared by the Issuer in connection with the issue of the Notes and constituting the prospetto informativo for the purposes of the Securitisation Law. “Prospectus Directive” means the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, and includes reference to the Commission Regulation (EC) No. 809/2004. “Purchase Price” means the purchase price to be paid by the Issuer to the Transferor pursuant to the Transfer Agreements. “Quotaholder” means Stichting Woestengolf, having its registered office at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands and holding all of the quota capital of the Issuer, and any of their permitted successors and/or assignees from time to time. “Quotation Date” means the date falling two Target Settlement Days prior to each Payment Date in respect of the Interest Period commencing on that date (save in respect of the Initial Interest Period, where the Quotation Date is the date falling two Target Settlement Days prior to the Issue Date). “Rate of Interest” has the meaning given in Condition 6.2 (Interest). “Rating Agencies” means Moody’s and S&P. “Receivables” means the receivables purchased by the Issuer from the Transferor pursuant to the Transfer Agreements. “Recovered Amounts” has the same meaning as in the FSA Financial Guarantee. “Recoveries” means the amounts recovered from the Health Authorities in respect of the Receivables and from the Region in respect of the Delegations. “Recoveries Payment Report” means the report to be prepared by the Calculation Agent after the service of a Trigger Notice following the occurrence of a Trigger Event, on the same day as any Recoveries are received, which, - also aggregated with other Recoveries in respect of which a report, as set out below, has not been delivered - exceed the amount of Euro 10,000 and/or any Collections are received by the Issuer, containing details of the application of such Collections and/or Recoveries and of the relevant payments to be made on the relevant due date, in accordance with the relevant provisions of the Post-Acceleration Order of Priority. “Recovery Costs” means any amount recovered by or on behalf of the Issuer from the Region and/or the Health Authorities on account of legal expenses, taxes and other enforcement costs and expenses paid or

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payable by or on behalf of the Issuer in connection with the recovery of any amount due and unpaid under the Delegations and/or the Receivables. “Reference Banks” mean four major banks in the in Euro-zone interbank market selected by the Principal Paying Agent and the Swap Counterparties (in their capacity as calculation agent under the Swap Agreements) upon consultation with the Representative of the Noteholders (which banks shall be, in the sole opinion of the Representative of the Noteholders, suitable for such purpose). “Region” means the Regione Campania. “Region’s Letters of Undertaking” means the Region’s Letter of Undertaking to the Issuer and the Region’s Letter of Undertaking to the Transferor. “Region’s Letter of Undertaking to the Issuer” means the letter of undertaking addressed to the Issuer executed by the Region on 8 March 2007. “Region’s Letter of Undertaking to the Transferor” means the letter of undertaking dated 13 December 2006, executed by the President of the Region. “Region Payment Date” means 30 April and 30 October of each year starting from 30 April 2007 and up to 30 October 2035 or, if such day is not a Local Business Day, the immediately preceding Local Business Day. “Reimbursement and Indemnity Agreements” means the Ambac Reimbursement and Indemnity Agreement and the FSA Reimbursement and Indemnity Agreement. “Relevant Date” means, in respect of a Note, the date on which a payment in respect thereof first becomes due and payable or (if the full amount of the moneys payable in respect of all Notes due and payable on or before that date has not been duly received by the Paying Agents or the Representative of the Noteholders 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 (Notices). “Relevant Unpaid Amount” means, with respect to each Monoline, any amount due and payable by the Issuer, under each Confirmation entered into pursuant to the Notes Swap Agreements in relation to the Class of Notes guaranteed by such Monoline (other than in respect of an early termination of the Notes Swap Agreements), in relation to which there is a failure to pay by the Issuer on the due date for payment, together with default interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) from the Fixed Payment Date to the date of actual payment. “Representative Amount” means an amount that is representative for a single transaction in the relevant market at the relevant time pursuant to Condition 6.2. “Representative of the Noteholders” means Citicorp Trustee Company Limited as representative of the Noteholders pursuant to the Conditions and the Subscription Agreement and any of its permitted successors and/or assignees from time to time. “Reserve Account” means the euro denominated bank account under this name opened by the Issuer with the Transaction Bank pursuant to the Cash Management and Agency Agreement. “Reserve Amount ” means the amount standing to the credit of the Reserve Account from time to time. “Risparmio Amministrato” has the meaning given to it in the section headed “Taxation of the Notes”. “Rules of the Organisation of Noteholders” means the rules of the organisation of Noteholders attached as Exhibit 1 to the Conditions. “Schedule” means the schedule forming part of each Swap Agreement. “Scheduled Amortisation Amount” means in relation to the 18 Months Payment Date and on each Payment Date thereafter, the amount of principal for each Class of Notes set out opposite such Payment Date in the table under Condition 7.2. “Scheduled Interest” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Scheduled Payment Date” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be. “Scheduled Principal” has the same meaning as in the Ambac Financial Guarantee or the FSA Financial Guarantee, as the case may be.

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“Securities Act” means the United States Securities Act of 1933, as from time to time amended and supplemented. “Securitisation” means the securitisation of the Receivables implemented by the Issuer through the issuance of the Notes in accordance with the Securitisation Law. “Securitisation Law” means law No. 130 of 30 April 1999, as amended from time to time. “Security Documents” means, collectively, the Deed of Charge, the Deed of Pledge and the Deed of Pledge over the Delegations. “S&P” means Standard & Poor’s Rating Services, a division of The McGraw -Hill Companies, Inc. “Servicer” means Citibank N.A., Milan Branch, and any of its permitted successors and/or assignees from time to time. “Servicer Report” means the report in electronic form that the Servicer shall provide, within one Swap Business Day after each Valuation Date, to the Issuer, the Calculation Agent, the Issuer Corporate Servicer, the Joint Lead Managers, the Monolines, the Swap Counterparties, the Italian Paying Agent, the Rating Agencies and the Representative of the Noteholders setting out any difference between the amounts paid by the Region into the Collection Account and the amounts required to be paid by the Region in respect of the Delegations as set out in the Servicing Agreement. “Servicing Agreement” means the servicing agreement entered into on or before the Issue Date between the Issuer, the Servicer and the Representative of the Noteholders. “Settlement Agreements” means, collectively, the settlement agreements entered into on 30 January 2007, 14, 20, 21, 27 and 28 February 2007 and 1, 8, 9, 20, 21, 22, 23, 26, 27, 28, 29, 30 and 31 March 2007, between the Suppliers and their relevant factors and collectors, on the one side, and the Health Authorities, on the other side. “Shortfall Report” means the report to be delivered by the Calculation Agent on the relevant due date pursuant to the Cash Management and Agency Agreement. “Single Class of Notes Available Funds” means each of the Class A1 Available Funds or the Class A2 Available Funds, as the case may be. “Soresa Transactions” means jointly the securitisation transaction carried out by the Issuer by the issuance of the Notes and the securitisation transaction carried out by Posillipo Finance S.r.l. by the issuance on 14 May 2007 of the Series 2007-1 Euro 452,655,000 Asset-Backed Floating Rate Notes due 2035. “Soresa Transfer Agreements” means the transfer agreements entered into between the Suppliers and the Transferor whereby the Suppliers have transferred the Receivables to the Transferor. “Spread Swap Agreements” means the three swap agreements with CALYON, Credit Suisse International and Lehman Brothers International (Europe), respectively, pursuant to which the Issuer will pay to each of the Swap Counterparties certain fixed amounts it receives in respect of the Receivables. “Spread Swap Contribution to Enforcement Expenses” means the portion of any Enforcement Expenses resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the Fixed Amounts due and outstanding under the Spread Swap Agreements, and (b) the denominator is the aggregate of the Fixed Amounts due and outstanding under the Swap Agreements (plus the aggregate of the outstanding Swap Reimbursement Amounts), which amount shall be paid to the Issuer by each Swap Counterparty, pro rata to the proportion that the aggregate of the Fixed Amounts due under the relevant Spread Swap Agreement bears to the aggregate of the Fixed Amounts due under the Spread Swap Agreements, at any time pursuant to the Enforcement Expenses Undertaking, within five Business Days of receipt by such Swap Counterparty of an Enforcement Expenses Notice, provided that if any Swap Agreement is terminated (irrespective of whether a replacement swap agreement is entered into), the aggregate of the Fixed Amounts due under the terminated Swap Agreement will be calculated as above taking into account the Fixed Amounts that would have been payable under such Swap Agreement, had such agreement not been terminated; any Spread Swap Contribution to Enforcement Expenses will be credited to the Reserve Account. “Spread Swap Portion” means, with respect to each Collection and/or Recovery (net of the Recovery Costs), the amount of such Collection and/or Recovery (net of the Recovery Costs) minus the Transaction Portion. “Spread Swap Recovery Costs Reimbursement Amount” means the amount that the Issuer is obliged to

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repay to each Swap Counterparty pursuant to the relevant Spread Swap Agreement in respect of the Spread Swap Contribution to Enforcement Expenses. “Stabilising Manager” means CALYON. “Subscription Agreement” means the subscription agreement entered into on or before the Issue Date between the Issuer, the Joint Lead Managers, the Monolines and the Representative of the Noteholders. “Suppliers” means certain suppliers, as creditors vis-à-vis the Health Authorities for the supply of medical equipment and services to the Health Authorities the invoices of which have been issued on or before 31 December 2005 and whose claims have been restructured pursuant to the Deferral Agreement. “Swap Agreements” means the Class A1 Swap Agreements, the Class A2 Swap Agreements and the Spread Swap Agreements. “Swap Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London and New York and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business. “Swap Counterparty” means each of CALYON, Credit Suisse International and Lehman Brothers (International) Europe and any of its respective permitted successors or assignees from time to time. “Swap Cure Exercise Date” means the date that is five Business Days from the date of receipt by a Monoline of the Swap Shortfall Notice. “Swap Cure Option” means the right of each Monoline, pursuant to the Intercreditor Agreement, to make payments, at its absolute discretion, to the Swap Counterparties on behalf of the Issuer in order to pay, in whole but not in part, any Relevant Unpaid Amount. “Swap Expenses Contribution” means the amount not lower than Euro 51,000 in the aggregate provided for in the Class A1 Swap Agreements and the Class A2 Swap Agreements, payable pro rata by the Swap Counterparties, under the Class A1 Swap Agreements and the Class A2 Swap Agreements, six Business Days prior to and in respect of each Payment Date. “Swap Reimbursement Amount” means the amount equal to the Relevant Unpaid Amount that the Issuer is obliged to repay to each Curing Monoline, including interest (calculated at a rate equal to the default rate paid by the Region in relation to the Delegations) accrued thereon. “Swap Residual Amount” means, in respect of each Payment Date, the positive difference (if any) between (i) the Swap Expenses Contribution and (ii) all the amounts due and payable by the Issuer on such Payment Date under items from (i) to (iv) of the applicable Order of Priority; each Swap Residual Amount will be paid to the Reserve Account on the relevant Payment Date in accordance with the Orders of Priority. “Swap Shortfall Notice” means the notice, to be delivered, by 5 p.m. Milan time on the first Swap Business Day after each Valuation Date, to each Monoline (copied to the relevant Swap Counterparty and the Representative of the Noteholders) setting out any difference between the amounts required to be paid by the Region in respect of all the Delegations on the immediately preceding Region Payment Date and the amounts actually paid by the Region into the Collection Account in respect of such Delegations up to and including such Valuation Date. “Target Settlement date” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System is open. “Tax Event " has the meaning given in Condition 7.3 (Redemption for taxation reason). “Tranche” means each tranche of the Bridge Loan Agreement. “Transaction Bank” means Citibank N.A., Milan branch and any of its permitted successors or assignees from time to time. “Transaction Bank Report” means the report relating to the Collection Account, the Payments Account, the Equity Capital Account and the Reserve Account to be prepared by the Transaction Bank on or prior to each Valuation Date pursuant to the Cash Management and Agency Agreement. “Transaction Documents” means, collectively, the Transfer Agreements, the Soresa Transfer Agreements, the Deferral Agreements, the Delegations, the Servicing Agreement, the Corporate Services Agreements, the

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Intercreditor Agreement, the Monoline Documents, the Security Documents, the Cash Management and Agency Agreement, the Subscription Agreement, the Swap Agreements, the Letter of Undertaking, the Master Definitions Agreement and the Conditions. “Transaction Parties” means, together, the Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders, the Issuer, the Transferor, the Region, the Monolines, the Bridge Loan Lenders, the Servicer, the Calculation Agent, the Paying Agents, the Transaction Bank, the Luxembourg Paying and Listing Agent, the Issuer Corporate Servicer, the Foundation Corporate Servicer and the Swap Counterparties. “Transaction Portion” means, with respect to each Collection and/or Recovery (net of Recovery Costs), the portion of such Collection and/or Recovery (net of Recovery Costs) resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the Fixed Amounts due and outstanding under the Notes Swap Agreements plus the aggregate of the outstanding Swap Reimbursement Amounts and including, for the avoidance of doubt, the Fixed Amounts due and payable on the immediately following Fixed Payment Date, and (b) the denominator is the aggregate of the Fixed Amounts due and outstanding under the Swap Agreements (plus the aggregate of the outstanding Swap Reimbursement Amounts and including, for the avoidance of doubt, the Fixed Amounts due and payable on the immediately following Fixed Payment Date), provided that if any Notes Swap Agreement and/or Spread Swap Agreement is terminated (other than in the event of the termination set out in the proviso below), irrespective of whether a replacement swap agreement is entered into, the aggregate of the Fixed Amounts due under the Notes Swap Agreements or the Spread Swap Agreement, as the case may be, will be calculated as above taking into account the Fixed Amounts that would have been payable under the terminated Swap Agreement(s), had such agreements not been terminated, and further provided that upon the Issuer having notified the Swap Counterparties of the sale by it or the Representative of the Noteholder of the Receivables and/or the Delegations in accordance with the Intercreditor Agreement or of the redemption in full of the Notes, the Transaction Portion will be determined, with respect to each Collection or Recovery (net of Recovery Costs), as applicable, as the portion of such Collection or Recovery (net of Recovery Costs) resulting from the application of the fraction (expressed as a percentage) where (a) the numerator is the aggregate of the then Principal Amount Outstanding of the Notes, all amounts of interest then due and outstanding on the Notes and, without double-counting, all amounts then due and outstanding by the Issuer under items (i) to (xii) of the applicable Order of Priority, and (b) the denominator is the aggregate of the then Principal Amount Outstanding of the Notes and the termination payments due by the Issuer under the Spread Swap Agreements. “Transfer Agreements” means the receivables transfer agreements executed between the Issuer and the Transferor on the Transfer Dates and the transfer deeds relating thereto and dated the same date thereof. “Transfer Date” means each of 2/14, 20, 26, 29 and 31 March 2007. “Transferor” means Società Regionale per la Sanità - So.Re.Sa. S.p.A. “Trigger Event” has the meaning given in Condition 11 (Trigger Events). “Trigger Notice” has the meaning given in Condition 11 (Trigger Events). “Valuation Date” means the second Swap Business Day of May and November in each year, starting from November 2007. “VAT” means value added tax.

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APPENDIX 1 - Financial Statements of the Issuer (Year Ended 31 December 2006)

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Translation from the Italian original which remains the definitive version

POSILLIPO FINANCE II SRL - SINGLE SHAREHOLDER COMPANY

Registered office in Via Eleonora Duse, 53 Roma (Italia) Tax identification - and Rome Companies' Register number 08939261007 Share capital Euro 10.000,00 - paid in for Euro 2.500 Registered at number 38004 in the General List as per article 106 of Law Decree 385/93 Registered in the Special List as per article 107 of Law Decree 385/93

2006 FINANCIAL STATEMENTS Translation from the Italian original which remains the definitive version

POSILLIPO FINANCE II SRL

FINANCIAL STATEMENTS AS OF 31 DECEMBER 2006

CONTENTS

- OFFICERS AND AUDITORS

- MANAGEMENT REPORT

- 2006 FINANCIAL STATEMENTS

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 2 Translation from the Italian original which remains the definitive version

OFFICERS AND AUDITORS

Gordon Edwin Charles Burrows Sole Director

PKF S.p.A. Auditors

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 3 Translation from the Italian original which remains the definitive version

POSILLIPO FINANCE II S.R.L. (formerly Crono Finance S.r.l.) FINANCIAL STATEMENTS AT 31 DECEMBER 2006 MANAGEMENT REPORT

To the Shareholders:

I submit for your approval the financial statements for the year ended 31 December 2006, which comprise the Balance Sheet, the Profit and Loss Account, the Statement of Changes in

Shareholders’ Equity, the Statement of Cash Flows, and the Notes thereto, accompanied by this

Management Report; and refer to the Company’s first financial year, which ended with a result equal to zero and a Net equity equal to Euro 10,000.

The Company was incorporated on March 24, 2006, pursuant to Law 130 of April 30, 1999, which rules the realisation of securitisation transactions in Italy.

The Company is registered at number 38004 of the General List of Financial Intermediaries referred to in Art. 106.1 of Legislative Decree 385 dated September 1, 1993, and following amendments

(Consolidated Text of Banking Laws) and subsequently it registered in the Special List of Finance

Companies referred to in art. 107 of the Consolidated Text of Banking Laws.

Business of the Company

As established in the bylaws and envisaged by the aforesaid law, the Company has as its sole purpose the realisation of one or more credit-securitisation transactions pursuant to Law 130 dated

April 30, 1999, by buying existing and future accounts receivable and financing such purchases through securities issues, as provided by article 1.1(b) of Law 130/1999, in such manner that the

Company assumes no risk on the receivables involved. In conformity with the provisions of the aforesaid law, the receivables bought by the Company in each securitisation transaction constitute an asset portfolio that is to all intents and purposes separate from the Company's own assets and from asset portfolios related to other securitisation transactions consummated by the Company, and

Posillipo Finance II S.r.l. – Management report 4 Translation from the Italian original which remains the definitive version

no claims may be laid against it by creditors other than those who hold securities issued to finance the purchase of the receivables in question. Subject to the limits established by Law 130 of April

30, 1999, the Company is authorised to consummate ancillary transactions intended to carry its securitization transactions into effect or otherwise instrumental to its corporate purpose, including reinvesting funds earned from the management of purchased receivables and not immediately used to satisfy rights carried by the securities referred to in article 1.1(b) of Law 130/1999 in other financial assets (including receivables whose characteristics are similar to the ones the Company has securitised).

More particularly, the company is the Vehicle for a securitisation transactions (now being perfected) involving an initial portfolio of accounts receivable pro soluto sold as a block, pursuant to the combined provisions of arts. 1 and 4 of Law 130/99 and art. 58 of Law Decree 385 dated 1

September 1993, by Società Regionale per la Sanità – So.Re.Sa. Sp.A.; such accounts receivable comprise accounts originally receivable by suppliers of goods and services, and the transferees of such suppliers, if any, from local health agencies, hospitals and general hospitals of the Campania

Region (so-called “ASL/AO”), for supply of goods and/or services up to 31 December 2005, certified by the respective ASL/AO and subject of agreements between the enterprises and the afore mentioned ASL/AO.

The securitised receivables were bought during the first quarter of 2007 in execution of a transferral agreement signed on 2 March 2007 and amended on 14 March 2007.

The total nominal value of the receivables purchased amounts to approximately Euro 250 million.

At the date of preparation of this Management Report, the securities had not yet been issued; it is expected that they will be issued by the end of March 2007.

Posillipo Finance II S.r.l. – Management report 5 Translation from the Italian original which remains the definitive version

The cash flow that the receivables will be capable of generating, like the collateral provided for the transaction, will be used solely to redeem the securities and to pay the agreed interest and the costs of the transaction.

Treasury shares

The Company owns no shares issued by itself or by its parent companies, either directly or through fiduciary companies.

Subsidiaries and/or associated companies

The Company has no subsidiaries or affiliates.

Research and development activities

The Company conducted no such activities.

Post-closing events

No events worthy of note have occurred since the closing of these financial statements, other than the perfection of the Purchase Agreement of the afore mentioned receivables.

Proposal to approve the financial statements

To the Shareholders,

It is proposed that you approve the financial statements at 31 December 2006 which comprise the

Balance Sheet, the Profit and Loss Account, the Statement of Changes in Shareholders’ Equity, the

Statement of Cash Flows, the Notes thereto, and this Management Report.

Rome, 23 March 2007

The Sole Director

Gordon Edwin Charles Burrows

Posillipo Finance II S.r.l. – Management report 6 Translation from the Italian original which remains the definitive version

FINANCIAL STATEMENTS AND NOTES

FORM AND CONTENTS OF THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 200

The financial statements for the period ended at 31 December 2006 were prepared in conformity wit legislation and comprise:

· Balance Sheet;

· Profit and Loss Account;

· Statement of Changes in Shareholders' Equity;

· Statement of Cash Flows;

· Notes.

The Notes to the financial statements 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

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 7 Translation from the Italian original which remains the definitive version

BALANCE SHEET (amounts in Euro)

Assets 31 December 2006 10 Cash and cash equivalents 2.500

140 Other assets 7.500

Total assets 10.000

Liabilities 31 December 2006 120 Share capital 10.000

180 Income (loss) of the year 0

Total liabilities 10.000

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 8 Translation from the Italian original which remains the definitive version

PROFIT AND LOSS ACCOUNT (amounts in Euro)

Costs - Revenues 31 December 2006 120 Administrative expenses 0 (b) Other administrative expenses 170 Other operating charges 0

Result of operations 0

Income (loss) of the current fiscal period, before taxes 0

210 Income taxes of the current fiscal period 0

Income (loss) of the period 0

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 9 Translation from the Italian original which remains the definitive version

STATEMENT OF CHANGES IN NET EQUITY - FISCAL PERIOD 2006 (amounts in Euro)

Transactio Allocation of prior ns on year's result sharehold ers' equity Description Beginning balances at 31/12/2005 Adjustmentbeginning balances of Beginning balances at 01/01/2006 Reserves Profit distribute d Change in reserves Issue of new quotas Income (loss) of the year Shareholders' equity at 31/12/2006

Share capital 10.000 10.000

Share issue premium

Reserves a) Income reserves b) Other reserves

Revaluation reserves

Capital instruments -

Income (loss) of the period 00

Total - ----10.000 0 10.000

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 10 Translation from the Italian original which remains the definitive version

STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED AT 31 DECMEBER 2006 Indirect method 31 December 2006

OPERATING ACTIVITIES 1. MANAGEMENT - - Interest income and similar revenues - Interest expense and similar charges - Dividends or similar revenues - Commission income - Commission expense - Cost of personnel - Other costs - - Other revenues - Income taxes - 2. CASH GENERATED BY REDUCTION OF FINANCIAL ASSETS - - Financial assets held for negotiation - Financial assets at fair value - Financial assets available for sale - Accounts receivable - Other assets 3. CASH ABSORBED BY INCREASE OF FINANCIAL ASSETS -7.500 - Financial assets held for negotiation - Financial assets at fair value - Financial assets available for sale - Accounts receivable - Other assets -7.500 4. CASH GENERATED BY INCREASE OF FINANCIAL LIABILITIES - - Accounts payable - - Outstanding securities - Financial liabilities for negotiation - Financial liabilities at fair value - Other liabilities 5. CASH ABSORBED BY REDEMPTION/RE-PURCHASE OF FINANIAL LIABILITIES - - Accounts payable - Outstanding securities - Financial liabilities for negotiation - Financial liabilities at fair value - Other liabilities NET CASH GENERATED/ABSORBED BY OPERATING ACTIVITIES ( A ) -7.500

INVESTMENT ACTIVITIES

1. CASH GENERATED BY DECREASE OF: - - Investments - Financial assets held up to expiry - Tangible fixed assets - Intangible fixed assets - Other assets 2. CASH ABSORBED BY INCREASE OF: - - Investments - Financial assets held up to expiry - Tangible fixed assets - Intangible fixed assets - Other assets NET CASH GENERATED/ABSORBED BY INVESTMENT ACTIVITIES ( B ) -

FINANCING ACTIVITIES

- Issue/purchase of treasury shares - Issue/purchase of capital instruments 10.000 - Distribution of dividends and for other purposes NET CASH GENERATED/ABSORBED BY FINANCING ACTIVITIES ( C ) 10.000

NET CASH GENERATED/ABSORBED DURING THE FISCAL YEAR (D=A+B+C) 2.500

Financial statement items (Amounts in euro) 31 December 2006 Cash and cash equivalents, beginning of year 0 Net cash generated/absorbed during the year 2.500 Cash and cash equivalents, end of year 2.500

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 11 Translation from the Italian original which remains the definitive version

NOTES TO THE FINANCIAL STATEMENTS

These notes to the financial statements comprise:

Foreword - General information Business of the company

Part A - Basis of accounting A.1 General part Section 1 - Declaration of conformity with international accounting principles Section 2 - General accounting principles - Securitisation transaction Section 3 - Events after the closing date of the financial statements A.2 Part relating to the most significant items of the financial statements

Part B - Information on the Balance Sheet Assets: Cash and cash values Other assets Liabilities: Share capital Result of the period 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

Part D - Other information Section 1 - Status of securitised assets and securities issued F - SECURITISATION OF ACCOUNTS RECEIVABLE Section 4 - Transactions with releted parties Sections 5 - Other informative details

Posillipo Finance II S.r.l. - Financial Statements as of 31 December 2006 12 Translation from the Italian original which remains the definitive version

POSILLIPO FINANCE II S.R.L.

NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2006

FOREWORD – GENERAL INFORMATION

The company’s financial statements as of 31 December 2006 were drawn up in conformity with

International Financial Reporting Standards (IFRS) and the relevant implementing measures issued by the Bank of Italy on 14 February 2006 (Instructions regarding the preparation of financial statements of finance companies registered in the Special List, electronic money companies, companies managing savings and stock brokerage companies).

Business of the company

The company, set up pursuant to Law 130/99, has at its sole purpose to enter into one or more securitisation of accounts receivable pursuant to Law no 130 dated 30 April 1999, by acquiring against a sales price accounts receivable, both existing and future ones, in a manner such as to rule out the assumption of any risk by the company.

Regiona (so-called “ASL/AO”), for supply of goods and/or services up to 31 December 2005, certified by the respective ASL/AO and subject of agreements between the enterprises and the afore mentioned ASL/AO.

As finance company dealing with the general public, the company is registered at number 38004 in the General List of Finance Companies referred to in art 106 of the Consolidated Text of Banking

Laws and it is being registered in the Special List referred to in article 107 of the afore mentioned law.

PART A – BASIS OF ACCOUNTING

A.1 General part

Section 1 - Declaration of conformity with international accounting principles

Posillipo Finance II S.r.l. – Financial Statements as of 31 December 2006 Translation from the Italian original which remains the definitive version

As required by Law Decree 38/05 the company, being a financial intermediary registered in the

Special List referred to in article 107 of Law Decree 385/1993, drew up its financial statements at

31 December 2006 in conformity with IAS/IFRS, therefore applying all international accounting principles and relative interpretations (SIC/IFRIC) according to the procedure described in article 6 of the EC Ruling no 1606/2002.

Section 2 – General accounting principles

The financial statements were drawn up in conformity with the international accounting principles issued by the International Accounting Standards Board (IASB) and the relative interpretations issued by IFRIC and approved by the European Union, and with the relevant implementing measures issued by the Bank of Italy on 14 February 2006, regarding the formats and rules to be followed in drawing up the financial statements of financial intermediaries in conformity with the new standards.

The financial statements were prepared with the intent of presenting the truthful and correct view of the Company’s financial position, its economic result for the year and its cash flows, on the going-concern basis (IAS 1, para. 23) and the accrual basis (IAS 1, paras. 25 and 26), and in keeping with the principle of consistent presentation and classification of the items /IAS 1, para.

27). Assets and liabilities, income and costs were not offset unless required or allowed by an accounting principle or interpretation (IAS 1, para. 32).

The financial statements comprise the balance sheet, the profit and loss account, and the notes thereto, presented in the formats indicated by the Bank of Italy in the aforesaid order of February

14, 2006, concerning the annual reports of financial concerns.

In preparing the financial statements, the euro was used as the accounting currency; amounts are stated in euro units unless specified otherwise.

The financial statements are presented together with the management report.

Securitisation transaction

At the closing date of these financial statements the securitisation transaction was not perfected yet.

Section 3 – Post-closing events

No events worthy of note have occurred since the closing of these financial statements.

Posillipo Finance II S.r.l. – Financial Statements as of 31 December 2006 Translation from the Italian original which remains the definitive version

A.2 - PART RELATING TO THE MAJOR ITEMS IN THE FINANCIAL STATEMENTS

Following is a description of the accounting principles used in drawing up the financial statements at 31 December 2006, with reference only to the asset, liability, cost and income items listed in the tables. The booking criteria, the classification criteria, the valuation criteria and the cancellation criteria are reported for each item, as well as the criteria used to identify the income and cost components.

OTHER ASSETS

This item includes assets that cannot be referred to the other asset items; they are booked at their original amount and stated at their presumable realization value.

PART B – INFORMATION ON THE BALANCE SHEET

ASSETS

Section 1 – Cash and cash equivalents – Item 10

The item, equal to Euro 2.500, refers to the deposit consisting of the tenths of share capital paid into the tied current account with Credito Bergamasco, Rome Parioli Branch.

Section 14 – Other assets – Item 140

Other assets refer to the company’s credit with the shareholders for the tenths of capital not yet paid in, which amounts to Euro 7.500.

LIABILITIES

12.1 Makeup of Share Capital - Item 120

At December 31, 2006, the Company’s share capital was €10,000, divided into shares of par value one euro or multiples of one euro. The entire share capital is held by “Stichting Woestengolf,” a foundation with registered office in Amsterdam, Holland, 1079 LH Amsteldijk 166; of the total,

€2,500 has been paid in.

180 Result of the period – Euro 0

The result of the period is equal to zero as during the year the economic conditions generating costs and revenues did not occur.

GUARANTEES, COMMITMENTS AND OFF-BALANCE SHEET TRANSACTIONS

Guarantees given in favour of third parties

At December 31, 2006, the Company had given no guarantees in favour of third parties.

Posillipo Finance II S.r.l. – Financial Statements as of 31 December 2006 Translation from the Italian original which remains the definitive version

Commitments

At December 31, 2007, the Company had no commitments.

Off-balance sheet transactions

At 31 December 2006 the Company had no off-balance sheet transactions.

Assets and liabilities denominated in foreign currencies

The balance sheet at 31 December 2006 lists no assets or liabilities denominated in foreign currencies.

PART C – INFORMATION ON THE PROFIT AND LOSS ACCOUNT

During the fiscal period the economic conditions generating costs and revenues did not occur.

PART D – OTHER INFORMATION

Section 1 – Specific references to activities conducted

F. Securitisation of accounts receivable

The company has at its sole purpose to enter into one or more securitisation of accounts receivable pursuant to Law no 130 dated 30 April 1999, by acquiring against a sales price accounts receivable, both existing and future ones, financed through issuing notes pursuant to article 1 para.

1 letter b of Law 130/199, in a manner such as to rule out the assumption of any risk by the company.

With reference to such purpose it should be noted that at 31 December 2006 no securitisation transaction was perfected yet.

Section 4 – Operations with related parties

4.1 Information on Director’s fees

Nothing was resolved with respect to the Sole Director’s fees, as at the balance sheet date the securitisation transaction was not perfected yet.

4.2 Credits and guarantees given in favour of directors

At 31 December 2006 no such guarantees had been given.

4.3 Information on transactions with related parties

As of 31 December 2006 no transactions had been consummated with related parties.

Section 5 – Other informative details

Posillipo Finance II S.r.l. – Financial Statements as of 31 December 2006 Translation from the Italian original which remains the definitive version

5.1 Number of employees

The company had no employees in 2006.

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These financial statements present a true and fair picture of the Company’s financial position and the

economic result for the year.

The Sole Director

Gordon Edwin Charles Burrows

Posillipo Finance II S.r.l. – Financial Statements as of 31 December 2006

APPENDIX 2 - Financial Statements of Ambac (Year Ended 31 December 2005)

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APPENDIX 3 -Financial Statements of Ambac (Year Ended 31 December 2006)

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APPENDIX 4 -Financial Statements of FSA (Year Ended 31 December 2005)

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APPENDIX 5 -Financial Statements of FSA (Year Ended 31 December 2006)

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ISSUER

Posillipo Finance II S.r .l. Via Eleonora Duse 53 00197 Rome Italy

REPRESENTATIVE OF THE NOTEHOLDERS

Citicorp Trustee Company Limited Citigroup Centre, 14th floor 33 Canada Square Canary Wharf London E14 5LB United Kingdom

CALCULATION AGENT AND PRINCIPAL PAYING AGENT

Citibank N.A., London Citigroup Centre. 14th floor 33 Canada Square Canary Wharf London E14 5LB United Kingdom

SERVICER, ITALIAN PAYING AGENT AND TRANSACTION BANK

Citibank N.A., Milan Foro Buonaparte 16 20100 Milan Italy

LUXEMBOURG PAYING AGENT AND LISTING AGENT

Dexia Banque Internationale à Luxembourg 69, Route d'Esch L-1470 Luxembourg

SWAP COUNTERPARTIES

CALYON Credit Suisse International Lehman Brothers International (Europe) 9, Quai du Président Paul Doumer One Cabot Square 25 Bank Street 92920 Paris La Défense Cedex London E14 4QJ London E14 5LE France United Kingdom United Kingdom

LEGAL ADVISERS

To the Joint Lead Managers, the Joint Bookrunners, the Joint Arrangers and the Issuer As to Italian law As to English law Bonelli Erede Pappalardo Simmons & Simmons Via Paisiello 39 Via di San Basilio 72 00198 Rome 00187 Rome Italy Italy To the Monolines As to Italian law As to English law Clifford Chance Studio Legale Associato Clifford Chance LLP Via Sistina, 4 10 Upper Bank Street 00187 Rome London EI4 5JJ Italy United Kingdom

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