TIBET CMBS S.R.L.

(incorporated with limited liability under the laws of the Republic of Italy, with a sole quotaholder)
€105,000,000 Class A Commercial Mortgage Backed Notes due 2026
€27,000,000 Class B Commercial Mortgage Backed Notes due 2026
€10,000,000 Class C Commercial Mortgage Backed Notes due 2026
€61,000,000 Class D Commercial Mortgage Backed Notes due 2026
€100,000 Class X Commercial Mortgage Backed Notes due 2026
Issue Price: 100 per cent.
This document constitutes a Prospetto Informativo for the purposes of article 2, sub-section 3 of Italian Law 30 April 1999 No. 130
as amended (the Italian Securitisation Law) and a Prospectus prepared in accordance with the Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU, the Prospectus Directive) for the purpose of article 5.3 of the Prospectus Directive in
connection with the application for the Notes (other than the Class X Notes) to be admitted to the official list of the Irish Stock
Exchange (the Prospectus).
The Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The
Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the
Prospectus Directive. Such approval relates only to the €105,000,000 Class A Commercial Mortgage Backed Notes due 2026 (the
Class A Notes), €27,000,000 Class B Commercial Mortgage Backed Notes due 2026 (the Class B Notes), €10,000,000 Class C
Commercial Mortgage Backed Notes due 2026 (the Class C Notes), and €61,000,000 Class D Commercial Mortgage Backed Notes
due 2026 (the Class D Notes), which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other
regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the
European Economic Area. Application has been made to the Irish Stock Exchange for the Class A Notes, the Class B Notes, the
Class C Notes and the Class D Notes of Tibet CMBS S.r.l., a società a responsabilità limitata incorporated under the Italian
Securitisation Law, with a sole quotaholder, (the Issuer) to be admitted to the official list of the Irish Stock Exchange (the Official
List) and to trading on its regulated market (the Main Securities Market). No application has been made to list the €100,000 Class
X Commercial Mortgage Backed Notes due 2026 (the Class X Notes) on any stock exchange nor will this Prospectus be approved by
the Central Bank of Ireland in relation to the Class X Notes. The Class A Notes, the Class B Notes, the Class C Notes, the Class D
Notes together with the Class X Notes are collectively referred as to the Notes. The Notes will be issued on the Issue Date (such date
falling on or about 22 January 2015).
The principal source of payment of interest, and of repayment of principal on the Notes will be the collections and recoveries made in
respect of monetary claims and connected rights arising out of the € 203,000,000 loan agreement entered into by, inter alios, Banca
IMI S.p.A. (Banca IMI or the Originator) and Montenapoleone Retail S.r.l. (the Borrower) on 3 December 2014, as amended on
17 December 2014, along with any other related documents and relevant security and purchased by the Issuer from the Originator
pursuant to the Loan Portfolio Sale Agreement. The Issuer purchased the Loan Portfolio on 19 December 2014. By virtue of the
operation of article 3 of the Italian Securitisation Law and the Notes Transaction Documents, the Issuer's right, title and interest in
and to the Loan Portfolio and to any sums collected therefrom will be segregated from all other assets of the Issuer (including any
other portfolios of receivables purchased by the Issuer pursuant to the Italian Securitisation Law) and any cash-flow deriving
therefrom (including any moneys and deposits held by or on behalf of the Issuer with other depositories, to the extent 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 and
to the other Issuer Secured Creditors or to any other creditors of the Issuer in respect of any costs, fees and expenses in relation to the
Securitisation, in priority to the Issuer's obligations to any other creditors.
Interest in respect of the Notes (other than the Class X Notes) will accrue on a daily basis and will be payable in Euro in arrears on
the 26th day of January, April, July and October in each year (or, if such day is not a Business Day, the next following Business Day)
and, subject to the full repayment of the Loan on the Loan Maturity Date, on 9 December 2019. The rate of interest applicable to the
Notes (other than the Class X Notes) will be aggregate of Euribor plus the relevant margin specified in Condition 7 (Interest and
Premium Amount) (the Margin), except in respect of the first Notes Interest Period, where an interpolated interest will apply. Interest
in respect of the Class X Notes will accrue in accordance with Condition 7.5 (Interest amounts payable on the Class X Notes) and
will be payable in Euro in arrears on each Notes Payment Date.
The Class A Notes are expected, on issue, to be rated “AA” by Fitch Rating Services (Fitch) and “AA” by DBRS Ratings Limited
(DBRS together with Fitch, the Rating Agencies); the Class B Notes are expected, on issue, to be rated “A” by Fitch and “A (high)”
by DBRS; the Class C Notes are expected, on issue, to be rated “A-” by Fitch and “A(low)” by DBRS; and the Class D Notes are
expected, on issue, to be rated “BB” by Fitch and “BB (low))” by DBRS. The Class X Notes are not expected to be rated on issue.
The credit ratings included or referred to in this Prospectus have been issued by Fitch or DBRS, each of which is established in the
European Union and each of which is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the
Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 462/2013 (the CRA Regulation), as
evidenced in the latest update of the list published by ESMA, in accordance with article 18(3) of the CRA Regulation, on the
ESMA’s website. European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued
by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by
a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in
accordance with the CRA Regulation and such registration is not refused.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or
withdrawal at any time by any one or all of the Rating Agencies.
All payments in respect of the Notes will be made free and clear of and without withholding or deduction (other than a Decree 239
Deduction, where applicable) for any Taxes imposed, levied, collected, withheld or assessed by applicable law unless the Issuer, the
Noteholders Representative or the Paying Agent or any paying agent (as the case may be) is required by law to make any Tax
Deduction. In that event the Issuer, the Noteholders Representative or such Paying Agent (as the case may be) will make such
payments after such Tax Deduction and will account to the relevant authorities for the amount so withheld or deducted. For further
details see the section entitled “Taxation”.
The Notes will be limited recourse obligations solely of the Issuer. In particular, the Notes will not be obligations or responsibilities
of, or guaranteed by, any of the Originator, the Servicer, the Noteholders Representative, the Calculation Agent, the Account Bank,
the Liquidity Facility Provider, the Paying Agent, the Corporate Servicer, the Listing Agent, the Arrangers, the Lead Manager or the
Quotaholder. Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make
payment of any amount due on the Notes.
The Notes are issued in dematerialised form (forma dematerializzata) and will be held in such form on behalf of the Noteholders,
until redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders in accordance
with article 83-bis and ff. of the Legislative Decree 24 February 1998, No. 58, and the joint resolutions of the Bank of Italy and
Consob dated 22 February 2008.Title to the Notes will at all times be evidenced by book-entries in accordance with the applicable
law. No certificate or physical document of title will be issued in respect of the Notes. Before the relevant maturity date, the Notes
will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 8
(Redemption, Purchase and Cancellation)). Unless previously redeemed in full in accordance with the Conditions, the Notes shall be
redeemed on the Final Maturity Date. Capitalised words and expressions in this Prospectus shall, except so far as the context
otherwise requires, have the meanings as defined in the Terms and Conditions of the Notes (the Conditions)
The Originator will retain, on an ongoing basis, a material net economic interest of not less than 5 per cent. in the Securitisation in
accordance with each of Article 405 of Regulation (EU) No. 575/2013 (the CRR) and Article 51 of Commission Delegated
Regulation (EU) No. 231/2013 of 19 December 2012 (the AIFM Regulation). As at the Issue Date, such interest will comprise the
retention of no less than 5 per cent. of the nominal value of each of the Classes of Notes. The manner in which the net economic
interest is retained may be changed (but without obligation to do so) in connection with any amendment to, or change in the
interpretation of the CRR and/or the AIFM Regulation.
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes,
see the section entitled “Risk Factors” included in this Prospectus. Prospective Noteholders should be aware of the aspects of
the issuance of the Notes that are described in that section.

Arrangers
Banca IMI S.p.A. Cairn Capital Limited
Lead Manager
Banca IMI S.p.A.

22 January 2015
 IMPORTANT NOTICES
The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by
law. No representation is made by the Issuer, the Originator, the Noteholders Representative, the Arrangers,
the Lead Manager or any other person to this Prospectus may be lawfully distributed, or that the Notes may
be lawfully offered in compliance with any applicable registration or other requirements, in any such
jurisdiction, or pursuant to an exemption available thereunder, and none of them assumes any responsibility
for facilitating any such distribution or offering.
No action has been or will be taken to permit a public offering of the Notes or the distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published, in any jurisdiction, except under circumstances that will result in
compliance in any applicable laws and regulations. The Lead Manager has represented and undertook in the
Subscription Agreement that all offers and sales by it will be made on such terms. Persons into whose
possession this Prospectus, any advertisement or other offering material come are required by the Issuer, the
Arrangers and the Lead Manager to inform themselves about and to observe any such restrictions. Neither
this Prospectus nor any part hereof constitutes an offer of, or an invitation by or on behalf of the Issuer, the
Originator, the Noteholders Representative, the Arrangers or the Lead Manager to subscribe for or purchase
any of the Notes and neither this Prospectus, nor any part hereof, may be used for or in connection with an
offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a
further description of certain restrictions on offers and sales of the Notes and distribution of this Prospectus
(or any part hereof) see the section entitled “Subscription, Sale and Selling Restrictions”.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Where information has been indicated to have been sourced from a third party, the Issuer confirms that this
information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from
information published by or documentation deriving from such third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
Banca IMI accepts responsibility for the information contained in the section of this Prospectus entitled “The
Originator”, insofar as the same relates to it. To the best of the knowledge and belief of Banca IMI (having
taken all reasonable care to ensure that such is the case), the information contained in the section of this
Prospectus entitled “The Originator” (insofar as the same relates to it) and the “The Borrower Hedging
Agreements” is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The Borrower accepts responsibility for the information contained in the sections of this Prospectus entitled
the “Borrower” (insofar as the same relates to it) and “The Property Portfolio – Acquisition, Ownership,
Leases And Asset Management”. To the best of the knowledge and belief of the Borrower (having taken all
reasonable care to ensure that such is the case), the information contained in the sections of this Prospectus
entitled “The Property Portfolio – Acquisition, Ownership, Leases And Asset Management” and the
“Borrower” (insofar as the same relate to it) are in accordance with the facts and does not omit anything
likely to affect the import of such information.
Other than as described above in relation to the sections entitled “The Originator”, the “The Property
Portfolio – Acquisition, Ownership, Leases And Asset Management”, “The Borrower Hedging Agreements”
and the “Borrower”, none of the Arrangers, the Lead Manager, the other Issuer Secured Creditors, the
Originator, the Borrower or any other person to this Prospectus have separately verified the information
contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Arrangers, the Lead Manager, the other Issuer
Secured Creditors, the Originator, the Borrower (the latter in particular not having taken part nor having been
involved in any manner and in any respect in the securitisation) or any other person to this Prospectus as to

i
the accuracy or completeness of the information contained in this Prospectus or any other information
supplied in connection with the Notes.
Each person receiving this Prospectus acknowledges that such person has not relied on the Arrangers, the
Lead Manager, the other Issuer Secured Creditors, the Originator, the Borrower or any other person to this
Prospectus or on any person affiliated with any of them in connection with its investigation of the accuracy
of such information or its investment decision.
No person is or has been authorised in connection with the issue and sale of the Notes to give any
information or to make any representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorised by or on behalf of the Issuer
or by the Arrangers, the Lead Manager, the other Issuer Secured Creditors or any of their respective
affiliates, associated bodies or shareholders or the shareholders of the Issuer. Neither the delivery of this
Prospectus nor any sale or allotment made in connection with the offering of any of the Notes will, under any
circumstances, constitute a representation or create any implication that there has been any change in the
information contained herein since the date hereof or that the information contained herein is correct as of
any time subsequent to its date.
The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer,
which obligations will be limited recourse obligations in accordance with the terms thereof and the Italian
Securitisation Law.
The Issuer is not, and will not be, regulated by the Central Bank of Ireland by virtue of the issuance of the
Notes. Any investment in the Notes does not have the status of a bank deposit and is not subject to the
deposit protection scheme operated by the Central Bank of Ireland.

ii
 NOTICE TO U.S. INVESTORS
This Prospectus has been prepared by the Issuer solely for use in connection with the issue of the Notes. In
the United States, this Prospectus is personal to each person or entity to whom the Issuer, the Arrangers or an
affiliate thereof has delivered it. Distribution in the United States of this Prospectus to any person other than
such persons or entities and those persons or entities, if any, retained to advise such persons or entities with
respect thereto, is unauthorised and any disclosure of any of its contents, without the prior written consent of
the Issuer, is prohibited. Each prospective purchaser in the United States, by accepting delivery of this
Prospectus, agrees to the foregoing and not to reproduce all or any part of this Prospectus.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Prospectus under the section entitled “Transfer Restrictions”.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR FOREIGN
SECURITIES LAW, AND THE ISSUER IS NOT AND WILL NOT BE REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").
THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES WILL BE AND ARE
BEING OFFERED AND SOLD, AND MAY BE REOFFERED AND RESOLD, ONLY TO INVESTORS
WHO ARE BOTH "QUALIFIED INSTITUTIONAL BUYERS" (QUALIFIED INSTITUTIONAL
BUYERS) AS DEFINED IN RULE 144A (RULE 144A) UNDER THE SECURITIES ACT AND
"QUALIFIED PURCHASERS" AS SUCH TERM IS DEFINED IN SECTION 2(a)(51) OF THE
INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER
(QUALIFIED PURCHASERS). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE
SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE CLASS D NOTES AND
THE CLASS X NOTES WILL BE AND ARE BEING OFFERED AND SOLD. AND MAY BE
REOFFERED AND RESOLD, ONLY OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT
A U.S.PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENT OF RULE 903 OR 904 OF REGULATION S. THE
NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
DESCRIBED IN THE SECTION ENTITLED "TRANSFER RESTRICTIONS".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE STATE OF NEW HAMPSHIRE
REVISED STATUTES ANNOTATED ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
The Issuer is not subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as
amended (the Exchange Act). The Issuer agrees that at any time while the Notes are outstanding, it will,
upon request, furnish to the Noteholders or prospective purchasers of the Notes designated by such
iii
Noteholders (provided that the prospective purchasers are permitted transferees) the information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in
connection with resales of the Notes.
ENFORCEABILITY OF JUDGMENTS
The Issuer is a company incorporated with limited liability in Italy. All of the Issuer's assets are located
outside the United States and all of the directors of the Issuer reside outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon the Issuer or such
persons not residing in the United States with respect to matters arising under the federal or state securities
laws of the United States, or to enforce against them judgments of the courts of the United States predicated
upon the civil liability provisions of such securities laws. There is doubt as to the enforceability in Italy, in
original actions or in actions for the enforcement of judgments of U.S. courts, of civil liabilities predicated
solely upon such securities laws.
INFORMATION AS TO PLACEMENT WITHIN THE UNITED STATES
Notwithstanding anything to the contrary contained herein, each prospective investor (and each employee,
representative or other agent of each prospective investor) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of an investment in the Notes and all materials of
any kind (including opinions or other tax analyses) that are provided to the prospective investor relating to
such tax treatment and tax structure. For these purposes, the tax treatment of an investment in the Notes
means the purported or claimed United States federal income tax treatment of an investment in the Notes.
Moreover, the tax structure of an investment in the Notes includes any fact that may be relevant to
understanding the purported or claimed United States federal income tax treatment of an investment in the
Notes.

iv
 OFFEREE ACKNOWLEDGEMENTS
Each person receiving this Prospectus, by acceptance hereof, hereby acknowledges that this Prospectus has
been prepared by the Issuer solely for the purpose of article 5.3 of the Prospectus Directive in connection
with the application for the Notes (other than the Class X Notes) to be admitted to the official list of the Irish
Stock Exchange and article 2, sub-section 3 of Italian Securitisation Law. Notwithstanding any investigation
that the Arrangers or the Lead Manager may have made with respect to the information set forth herein, this
Prospectus does not constitute, and will not be construed as, any representation or warranty by the Arrangers
or the Lead Manager to the adequacy or accuracy of the information set forth herein. Delivery of this
Prospectus to any person other than the prospective investor and those persons, if any, retained to advise
such prospective investor with respect to the possible offer and sale of the Notes is unauthorised, and any
disclosure of any of its contents for any purpose other than considering an investment in the Notes is strictly
prohibited. A prospective investor will not be entitled to, and must not rely on this Prospectus unless it was
furnished to such prospective investor directly by the Issuer, the Arrangers or the Lead Manager. The
obligations of the parties to the transactions contemplated herein are set forth in and will be governed by
certain documents described in this Prospectus, and all of the statements and information contained in this
Prospectus are qualified in their entirety by reference to such documents. This Prospectus contains
summaries of certain of these documents, which the Issuer believes to be accurate to the extent that the
relevant statements constitute a summary of such documents, but for a complete description of the rights and
obligations summarised herein, reference is hereby made to the actual documents, copies of which are
available for inspection by physical or electronic means free of charge during usual business hours (on
giving reasonable notice) at the specified office of the Paying Agent and the Servicer and at the registered
office of the Issuer (see “General Information – Documents available for inspection”, below).

EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT (A) SUCH PERSON HAS
BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED,
ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE
ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN, (B) SUCH PERSON HAS NOT
RELIED ON THE ARRANGERS OR THE LEAD MANAGER OR ANY PERSON AFFILIATED WITH
THE ARRANGERS OR THE LEAD MANAGER IN CONNECTION WITH ITS INVESTIGATION OF
THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION, (C) NO PERSON
HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
REGARDING THE NOTES OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE,
ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS
HAVING BEEN AUTHORISED, AND (D) NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS AT ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE
PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX ADVISERS FOR
INVESTMENT, LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY AND
CONSEQUENCES OF AN INVESTMENT IN THE NOTES.

v
 FORWARD-LOOKING STATEMENTS
Certain matters contained in this Prospectus and any document incorporated by reference herein are forward-
looking statements. Such statements appear in a number of places in this Prospectus, including with respect
to assumptions on repayment, prepayment and certain other characteristics of the Property and the Loan
Portfolio and reflect significant assumptions and subjective judgments that may or may not prove to be
correct. Such statements may be identified by reference to a future period or periods and the use of forward-
looking terminology such as may, will, could, believes, expects, projects, anticipates, continues, intends,
plans or similar terms. Consequently, future results may differ from the expectations of the Issuer generally
due to a variety of factors, including (but not limited to) the economic environment and changes in laws and
regulations, fiscal policy, planning or tax laws in Italy. Other factors not presently known to the Issuer
generally or that the Issuer presently believe are not material could also cause results to differ materially
from those expressed in the forward-looking statements included in this Prospectus. Moreover, past financial
performance should not be considered a reliable indicator of future performance and prospective purchasers
of the Notes are cautioned that any such statements are not guarantees of performance and involve risks and
uncertainties, many of which are beyond the control of the Issuer. None of the Issuer, the Originator, the
Arrangers, the Lead Manager or any other person has attempted to verify any such statements, nor does it
make any representation, express or implied, with respect thereto. Prospective investors should not therefore,
place undue reliance on any of these forward-looking statements. None of the Issuer, the Originator, the
Arrangers, the Lead Manager or any other person assumes any obligation to update these forward-looking
statements or to update the reasons for which actual results could differ materially from those anticipated in
the forward-looking statements.

vi
 REFERENCES TO CURRENCIES
All references in this Prospectus to euro, EUR or € are to the currency introduced at the commencement of
the third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community, as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam.

vii
 SOURCES OF MARKET DATA, FINANCIAL DATA AND OTHER REFERENCES
The Prospectus contains or refers to figures (all subject to commercial rounding), market data, analyst
reports, and other publicly available information about the market which are based on published market data
or figures from publicly available sources. To the extent that information contained in this Prospectus was
derived from third-party sources, the Issuer confirms that such information is accurately reproduced and that
as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts
have been omitted that would render the information reproduced in this Prospectus inaccurate or misleading.
The Issuer has not verified the figures, market data, and other information contained in the publicly available
sources and do not assume any responsibility for the accuracy of the figures, market data, or other
information from the publicly available sources.

viii
 REGULATORY DISCLOSURE
The Originator has undertaken in the Intercreditor Agreement that, from the Issue Date, it will:
(i) retain, on an ongoing basis, a material net economic interest of not less than 5 per cent. in the
securitization in accordance with each of Article 405 of the CRR and Article 51 of the AIFM
Regulation;
(ii) comply with the disclosure obligations imposed on the originator, sponsor or original lender under
the CRR and the AIFM Regulation, including without limitation the manner in which retained
interest is held, the level of such retained interest, and any matters that could undermine the
maintenance of the minimum required net economic interest as referred to above;
(iii) provide confirmation on a quarterly basis to the Primary Servicer that it continues to retain a material
net economic interest of not less than 5 per cent. in the Securitisation, for inclusion of such
information in the Investor Report prepared by the Primary Servicer;
(iv) notify to the Primary Servicer any change to the level or manner in which such retained interest is
held, for inclusion of such information in the Investor Report prepared by the Primary Servicer;
provided that the Originator is only required to do so to the extent that the retention and disclosure
requirements under the CRR and the AIFM Regulation remain in effect, and provided further that Banca IMI
will not be in breach of any such undertakings in respect of paragraph (ii) above (only) if it fails to comply
due to events, actions or circumstances beyond its control.
As of the Issue Date, such interest will comprise the retention of no less than 5 per cent. of the nominal value
of each of the Classes of Notes. The manner in which the net economic interest is retained may be changed
(but without obligation to do so) in connection with any amendment to, or change in the interpretation of the
CRR and/or the AIFM Regulation.
The Originator has also undertaken that the retention requirement is not to be subject to any credit risk
mitigation, any short position or any other hedge and it is not to be sold, within the limits of Article 405 of
the CRR.

ix
 VALUATION DISCLAIMER
Please see "The Valuation" for the Valuation produced by DTZ International Limited (DTZ International)
undertaken by members of Royal Institution of Chartered Surveyors (RICS) for and on behalf of DTZ
International dated 7 November 2014 in relation to the Property (as at 1 July 2014), in accordance with RICS
Valuation – Professional Standards January 2014 (Red Book), 9th Edition published by RICS and effective
from January 2014, as amended, which has been compiled for the purposes of ascertaining the valuation of
the Property including its cash flow and income streams deriving therefrom.
The Valuation has been used for the purposes of this transaction and throughout this Prospectus. The
Valuation was produced by DTZ International, acting through their office at Via Durini, 2, 20121 Milan,
Italy, and was signed by Amos Sormani MRICS and Matteo M. Fumagalli MRICS. DTZ International (i) has
given and has not withdrawn its written consent both to the inclusion in this Prospectus of the Valuation, and
to references to the Valuation in the form and context in which it appears.
DTZ International accepts responsibility for the Valuation. To the best of the knowledge and belief of DTZ
International (having taken all reasonable care to ensure that such is the case), the information contained in
the Valuation is, as at the date stated therein, in accordance with the facts and does not omit anything likely
to affect the import of such information.
Prospective investors should be aware that (i) the Valuation was prepared prior to the date of this Prospectus
and therefore refer to the position of the Property at the relevant dated stated therein and (ii) DTZ
International Limited has not been requested to update or revise any of the information contained therein, nor
will it be asked to do so prior to the issue of the Notes. However, DTZ International has provided
confirmation that they are not aware of any material change in any matter relating to the Property since the
date of the Valuation which would have a significant effect on the valuation. Accordingly, prospective
investors should be aware that the information included in the Valuation may not reflect the current physical,
economic, competitive, market or other conditions with respect to the Property.
The information contained in the Valuation must be considered together with all of the information contained
elsewhere in this Prospectus including, without limitation, the statements made in the section entitled “Risk
Factors – Risk factors and special considerations related to the Property”. All of the information contained
in the Valuation is subject to the same limitations, qualifications and restrictions contained in the other
sections of this Prospectus. Prospective investors are strongly urged to read this Prospectus in its entirety
prior to accessing the Valuation.
With the exception of the Valuation which it prepared and subject to the terms of its appointment by Banca
IMI (in its capacity as Originator) on 16 June 2014 and DTZ Terms and Conditions of Business and
Assumptions, DTZ International does not accept any liability in relation to the information contained in this
Prospectus or any other information provided by the Issuer or the Originator or any other party to this
transaction. To the extent that the Issuer has summarised or included any part of the Valuation in the
Prospectus, such summaries or extracts should be considered in conjunction with the entire Valuation.

x
CONTENTS

Page

TRANSACTION DIAGRAMS......................................................................................................................... 1 
TRANSACTION OVERVIEW......................................................................................................................... 5 
RISK FACTORS ............................................................................................................................................. 27 
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 47 
THE PROPERTY PORTFOLIO – ACQUISITION, OWNERSHIP, LEASES AND ASSET
MANAGEMENT ............................................................................................................................................ 48 
THE LOAN PORTFOLIO .............................................................................................................................. 51 
THE BORROWER ACCOUNTS ................................................................................................................... 76 
DESCRIPTION OF THE BORROWER HEDGING AGREEMENTS .......................................................... 83 
THE BORROWER .......................................................................................................................................... 90 
THE VALUATION ......................................................................................................................................... 94 
THE ISSUER .................................................................................................................................................. 95 
THE ORIGINATOR ....................................................................................................................................... 98 
USE OF PROCEEDS .................................................................................................................................... 100 
DESCRIPTION OF THE NOTES TRANSACTION DOCUMENTS ......................................................... 101 
THE ISSUER ACCOUNTS STRUCTURE .................................................................................................. 122 
WEIGHTED AVERAGE LIFE OF THE NOTES ........................................................................................ 125 
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 128 
SELECTED ASPECTS OF ITALIAN LAW ................................................................................................ 165 
TAXATION IN THE REPUBLIC OF ITALY ............................................................................................. 181 
SUBSCRIPTION, SALE AND SELLING RESTRICTIONS ...................................................................... 188 
TRANSFER RESTRICTIONS ..................................................................................................................... 191 
GENERAL INFORMATION ....................................................................................................................... 195 

xi
 TRANSACTION DIAGRAMS
The following diagrams show the structure of the Securitisation as at the Issue Date. They are intended to
illustrate to prospective noteholders a scheme of the principal transactions contemplated in the context of the
Securitisation on the Issue Date. The diagrams are not intended to be exhaustive and prospective
noteholders should also read the detailed information set out elsewhere in this Prospectus.

Overview of the Transaction

1
Structure of the Borrower

2
Ownership Structure of the Issuer

3
Cashflow

4
 TRANSACTION OVERVIEW
The following information is a summary of the transactions and assets underlying the Notes and is qualified
in its entirety by reference to the more detailed information presented elsewhere in this Prospectus and in the
Notes Transaction Documents.

A. TRANSACTION PARTIES ON THE ISSUE DATE

Party Name Address Document under which

appointed / Further
information
Issuer Tibet CMBS S.r.l. Viale Majno, 45 – 20122 N/A. See “The Issuer” for
Milan, Italy further information.
Originator Banca IMI S.p.A. Largo Mattioli, 3 – 20121 N/A. See “The Originator”
Milan, Italy for further information.
Arrangers Banca IMI S.p.A. Largo Mattioli, 3 – 20121 N/A
Milan, Italy
Cairn Capital Limited 27 Knightsbridge N/A
London SW1X 7LY

Lead Manager Banca IMI S.p.A. Largo Mattioli, 3 – 20121 N/A

Milan, Italy
Servicer Credito Fondiario S.p.A. Via Cristoforo Colombo, The Servicers will act as
(each and any of the 80 – 00147 Rome, Italy servicer of the Loan
Regulatory Servicer, Portfolio pursuant to a
Primary Servicer, Special servicing agreement
Servicer) entered into on or about the
Issue Date between the
Issuer, the Servicer, the
Noteholders Representative
and the Loan Agent (the
Servicing Agreement).
See “Description of the
Notes Transaction
Documents – Key Terms of
the Servicing Agreement”
for further information.
Liquidity Facility Banca IMI S.p.A. Largo Mattioli, 3 – 20121 The Liquidity Facility
Provider Milan, Italy Provider will act as
liquidity facility provider in
respect of the Notes
pursuant to a liquidity
facility agreement dated on
or about the Issue Date
entered into between the
Issuer and the Liquidity
Facility Provider (the
Liquidity Facility
Agreement).
See “Description of the
Notes Transaction
Documents – The Liquidity
Facility Agreement” for
further information.
Account Bank BNP Paribas Securities Via Ansperto, 5 – 20123 The Account Bank will be
Services Milan, Italy appointed pursuant to an
agency agreement dated on

5
 or about the Issue Date
entered into between the
Issuer, the Servicer, the
Noteholders
Representative, the
Calculation Agent, the
Account Bank,
and the Paying Agent (the
Agency Agreement).
See “Description of the
Notes Transaction
Documents – Agency
Agreement” for further
information.
Noteholders U.S. Bank Trustees 125 Old Broad Street The Noteholders
Representative Limited London, EC2N 1AR Representative will act as
United Kingdom such pursuant to the
Subscription Agreement
and the Intercreditor
Agreement
Paying Agent BNP Paribas Securities Via Ansperto, 5 – 20123 The Paying Agent will act
Services Milan, Italy as paying agent in respect
of the Notes pursuant to the
Agency Agreement.
See “Description of the
Notes Transaction
Documents – The Agency
Agreement” for further
information.
Quotaholder Stichting Choral Barbara Strozzilaan 101, The Quotaholder will
1083HN Amsterdam, The assume certain
Netherlands undertakings in relation to
the management of the
Issuer pursuant to the
Intercreditor Agreement.
See “Description of the
Notes Transaction
Documents – The
Intercreditor Agreement”
Corporate Servicer Wilmington Trust SP 3rd Floor, 1 King's Arms The Corporate Servicer
Services (London) Limited Yard will act as corporate
London EC2R 7AF services provider to the
Issuer pursuant to the
Corporate Services
Agreement entered into on
or about the Issue Date
between, among others, the
Corporate Servicer and the
Issuer (the Corporate
Services Agreement).
See “Description of the
Notes Transaction
Documents – The
Corporate Services
Agreement” for further
information.

6
Calculation Agent Credito Fondiario S.p.A. Via Cristoforo Colombo, The Calculation Agent will
80 – 00147 Rome, Italy act as such pursuant to the
Agency Agreement.
See “Description of the
Notes Transaction
Documents – The Agency
Agreement” for further
information.

Other parties relevant for the Notes:

Party Name Address
Listing Agent McCann FitzGerald Listing Riverside One
Services Limited Sir John Rogerson’s Quay,
Dublin 2, Ireland
Irish Stock Exchange The Irish Stock Exchange Plc 28 Anglesea Street Dublin 2, Ireland
Clearing System Monte Titoli S.p.A. (the Piazza degli Affari 6, 20123 Milan, Italy
Clearing System)
Rating Agencies Fitch Ratings Limited 30 North Colonnade, Canary Wharf, London E14 5GN,
United Kingdom
DBRS Ratings Limited 1 Minster Court 10th Floor, Mincing Lane, London EC3R
7AA, United Kingdom

B. THE LOAN PORTFOLIO

Please refer to the sections entitled “The Loan Portfolio” for further detail in respect of the main features of
the Loan.
The following is a summary of certain features of the Loan. Investors should refer to, and carefully consider,
the further details in respect of the Loan set out in “The Loan Portfolio”.

Initial Principal Amount €203,000,000.00

Principal Amount at Issue Date
Borrower
Loan purpose
Utilisation Date
Loan Interest Payment Dates
Loan Final Maturity Date
Interest
Loan Interest Periods
€203,000,000.00
Montenapoleone Retail S.r.l.
The Borrower shall apply all amounts borrowed by it thereunder solely to (a) fully
repay the Existing Loan up to an amount equal to Euro 168,848,796.10; (b)
partially pay the Closing Costs up to an amount equal to Euro 5, 364,168.46 and
(c) general corporate purposes up to an amount equal to Euro 28,787,035.44.
3 December, 2014
20 January, 20 April, 20 July and 20 October of each year
3 December 2019
The applicable Euribor plus a margin of 4.0 per cent. per annum
The first Interest Period shall start on the Utilisation Date and shall end on 20
April 2015.
Each Interest Period (save for the first Interest Period) shall start on the day
following the expiry of the previous Interest Period and shall end on the next
Interest Payment Date.
In case the last day of an Interest Period falls after the Final Maturity Date, such
Interest Period shall be reduced so that it ends on the Final Maturity Date.

7
Borrower’s Jurisdiction
Loan Security Documents
Key Financial Covenants
Loan to Value Covenant
Actual Interest Cover Ratio
Covenant
Borrower Level Hedging
Governing Law of the Loan
C. LOAN PORTFOLIO SALE AGREEMENT
Please refer to the sections entitled “Description of the Notes Transaction Documents – The Loan Portfolio
Sale Agreement” for further detail in respect of the terms of the sale arrangements of the Loan.
Loan Portfolio Sale Agreement
Representation and Warranties
Italy
(i) Deed of mortgage over the Property;
(ii) Deed of pledge over the Borrower Accounts;
(iii) Deed of assignment of receivables arising from the Reports (other than the
Legal Reports) and the Insurance Policy and the Hedging Agreements;
(iv) Deed of pledge over the quota of the Borrower;
(v) Loss payee clause;
(vi) Deed of pledge over new pledged accounts opened by the Borrower, only
in case of replacement of the Depositary Bank; and
(vii) Deed of assignment of receivables arising from the Lease Agreement and
from the related securities.
Loan to Value and Actual Interest Cover Ratio
An Event of Default occurs if the LTV Ratio is greater than 70 per cent. on each
Test Date unless within 5 Business Days from the relevant Test Date the Borrower
has made a voluntary prepayment of the Facility in an amount required to cure the
breach of the LTV on such Test Date.
An Event of Default occurs if the Actual ICR is on each Test Date less than:
(i) 1.10x, from the Signing Date until 31 December 2015 (included);
(ii) 1.30x, from 1 January 2016 (included) until 31 December 2018
(included);
(iii) 1.40x, from 1 January 2019 (included) until the Loan is outstanding.
The Actual ICR is calculated, on a historical basis, as the ratio between the Net
Operating Income and the Net Interest.
An interest rate cap has been entered into by the Borrower with Banca IMI S.p.A.
on 3 December 2014.
The Loan is governed and shall be interpreted in accordance with the laws of
Italy.
Loan Portfolio Sale Agreement
Pursuant to the terms of a Loan Portfolio Sale Agreement dated 19 December
2014 (the Loan Portfolio Sale Agreement) between the Issuer and the
Originator, the Originator has assigned to the Issuer the Loan Portfolio.
The Loan Portfolio is transferred as a pool (in blocco) and without recourse (pro
soluto).
The Loan Portfolio Sale Agreement is governed in accordance with the laws of
the Republic of Italy.
Pursuant to the terms of the Loan Portfolio Sale Agreement, the Originator has
given certain representations and warranties and indemnities in favour of the
Issuer in relation to, inter alia, the Loan Portfolio.
See for further details “Description of the Notes Transaction Documents – The
Loan Portfolio Sale Agreement”.
8
Consideration As consideration for the purchase of the Loan Portfolio, the Issuer will pay to the
Originator the Purchase Price. The Issuer will pay the Purchase Price in
immediately available funds on the Transfer Date, in accordance with the
settlement instructions to be agreed between the Parties on or prior to such date.
Purchase Price means Euro 203,000,000.
See for further details “Description of the Notes Transaction Documents – The
Loan Portfolio Sale Agreement”.
Remedy for Breach of Without prejudice to any other right of the Issuer pursuant to Italian laws or to the
Warranty Notes Transaction Documents, the Originator undertakes to indemnify and hold
harmless the Issuer from and against any and all damages, losses, claims, costs,
expenses and/or Tax (including, without limitation, the legal fees) that the Issuer
might incur or suffer as an immediate and direct result (the Indemnified Amounts
of (i) the untruthfulness and the non-correctness of any of the representations and
warranties given pursuant to the Loan Portfolio Sale Agreement; or (ii) a default
by the Originator in the performance of any of its material obligations under the
Loan Portfolio Sale Agreement which has not been remedied within the following
10 Business Days; or (iii) any amount offset by the Debtor pursuant to the Loan
Finance Documents against the Issuer as owner of the Receivables, in respect of
any amounts owed to the Debtor by the Originator, to the extent such off-setting
refers to facts and circumstances occurred on or prior to the Transfer Date.
See for further details “Description of the Notes Transaction Documents – The
Loan Portfolio Sale Agreement”.

D. SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES

Please refer to section entitled “Terms and Conditions of the Notes” for further detail in respect of the terms
of the Notes
Full Capital Structure of the Notes

Class A Class B Class C Class D Class X

Currency € € € € €
Initial Principal Amount 105,000,000 27,000,000 10,000,000 61,000,000 100,000
Liquidity Support Liquidity Liquidity N/A N/A N/A
Facility available Facility available
to fund the to fund the
Liquidity Liquidity
Reserve Account Reserve Account
on the Issue Date on the Issue Date
Issue Price 100% 100% 100% 100% 100%
Reference Rate Euribor Euribor Euribor Euribor N/A
(First Notes (First Notes (First Notes (First Notes
Interest Period – Interest Period – Interest Period – Interest Period –
interpolated interpolated interpolated interpolated
interest rate interest rate interest rate interest rate
based on three based on three based on three based on three
and six months and six months and six months and six months
deposit in Euro deposit in Euro deposit in Euro deposit in Euro
substituted for 3- substituted for 3- substituted for 3- substituted for 3-
month Euribor) month Euribor) month Euribor) month Euribor)
Margin 1.65% per 2.30% per 2.75% per 4.15% per N/A
annum annum annum annum
Premium Amount (from and including Any interest Any interest Any interest Any interest N/A
the Expected Maturity Date) received on the received on the received on the received on the
Loan in excess Loan in excess Loan in excess Loan in excess
of the Euribor of the Euribor of the Euribor of the Euribor
Cap, if any Cap, if any Cap, if any Cap, if any

9
Interest Accrual Method Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
Interest Determination Date Two Target Two Target Two Target Two Target N/A
Notes Payment Date 26 January, 26 26 January,26 26 January,26 26 January, 26 26 January, 26
April, 26 July April,26 July and April, 26 July April, 26 July April, 26 July
and 26 October 26 October of and 26 October and 26 October and 26 October
of each year. each year. of each year. of each year. of each year.
Subject to the Subject to the Subject to the Subject to the Subject to the
full repayment of full repayment of full repayment of full repayment of full repayment of
the Loan on the the Loan on the the Loan on the the Loan on the the Loan on the
Loan Maturity Loan Maturity Loan Maturity Loan Maturity Loan Maturity
Date, also 9 Date, also 9 Date, also 9 Date, also 9 Date, also 9
December 2019 December 2019 December 2019 December 2019 December 2019
Business Day Convention Modified Modified Modified Modified Modified
Following Following Following Following Following
First Notes Payment Date 26 April 2015 26 April 2015 26April 2015 26 April 2015 26 April 2015
First Notes Interest Period Issue Date to Issue Date to Issue Date to Issue Date to Issue Date to
first Notes first Notes first Notes first Notes first Notes
Payment Date Payment Date Payment Date Payment Date Payment Date
Expected Maturity Date December 2019 December 2019 December 2019 December 2019 December 2019
Final Maturity Date 9 December 9 December 9 December 9 December 9 December
2026 2026 2026 2026 2026
Form of the Notes Dematerialised Dematerialised Dematerialised Dematerialised Dematerialised
form (forma form (forma form (forma form (forma form (forma
dematerializzata) dematerializzata) dematerializzata) dematerializzata) dematerializzata)
Application for Listing Irish Stock Irish Stock Irish Stock Irish Stock N/A
Exchange Exchange Exchange Exchange
ISIN IT0005082927 IT0005082976 IT0005082984 IT0005082992 IT0005083008
Clearance/Settlement Monte Titoli Monte Titoli Monte Titoli Monte Titoli Monte Titoli
Minimum Denomination €100,000 or €100,000 or €100,000 or €100,000 or €100,000
integral integral integral integral
multiples of Euro multiples of Euro multiples of Euro multiples of Euro
1,000 in excess 1,000 in excess 1,000 in excess 1,000 in excess
thereof thereof thereof thereof
Retained Amount 5% 5% 5% 5% 5%

Principal features of the Notes

Notes The €105,000,000 Class A Commercial Mortgage Backed Notes due 2026 will be issued by the
Issuer on the Issue Date.
The €27,000,000 Class B Commercial Mortgage Backed Note due 2026 will be issued by the
Issuer on the Issue Date.
The €10,000,000 Class C Commercial Mortgage Backed Note due 2026 will be issued by the
Issuer on the Issue Date.
The €61,000,000 Class D Commercial Mortgage Backed Notes due 2026 will be issued by the
Issuer on the Issue Date.
The €100,000 Class X Commercial Mortgage Backed Notes due 2026 will be issued by the
Issuer on the Issue Date.
Issue Price The Notes will be issued at the issue price of 100 per cent. of their principal amount upon issue.
Interest on the The Class A Notes will bear interest on their principal amount outstanding from (and including)
Class A Notes, the Issue Date at a rate equal to the higher of (i) zero and (ii) the aggregate of Euribor plus a
Class B Notes, margin of 1.65 per cent. per annum, except in respect of the first Notes Interest Period, where an
Class C Notes, interpolated interest rate based on three and six months deposits in Euro will be substituted for

10
Class D Notes 3-month Euribor.
The Class B Notes will bear interest on their principal amount outstanding from (and including)
the Issue Date at a rate equal to the higher of (i) zero and (ii)the aggregate of Euribor plus a
margin of 2.30 per cent. per annum, except in respect of the first Notes Interest Period, where an
interpolated interest rate based on three and six months deposits in Euro will be substituted for
3-month Euribor.
The Class C Notes will bear interest on their principal amount outstanding from (and including)
the Issue Date at a rate equal to the higher of (i) zero and (ii) the aggregate of Euribor plus a
margin of 2.75 per cent. per annum, except in respect of the first Notes Interest Period, where an
interpolated interest rate based on three and six months deposits in Euro will be substituted for
3-month Euribor.
The Class D Notes will bear interest on their principal amount outstanding from (and including)
the Issue Date at a rate equal to the higher of (i) zero and (ii)the aggregate of Euribor plus a
margin of 4.15 per cent. per annum, except in respect of the first Notes Interest Period, where an
interpolated interest rate based on three and six months deposits in Euro will be substituted for
3-month Euribor.
Euribor Euribor means, for each Notes Interest Period:
- until the Expected Maturity Date, the same interest rate as determined and
calculated in respect of the corresponding Loan Interest Period in accordance with
the Loan Transaction Documents; and
- from and excluding the Expected Maturity Date, the lower of (a) Euribor, as
determined and calculated in respect of the corresponding Loan Interest Period in
accordance with the Loan Transaction Documents, provided that a floor at zero
applies and (b) 7 per cent. per annum (the Euribor Cap).
Euribor Cap See “Euribor” above.
Premium Amount The Euribor component of any interest received on the Loan in excess of the Euribor Cap from
and including the Expected Maturity Date will be the Premium Amount. The Premium
Amount payable in respect of each Class of Notes (other than the Class X Notes) will be
calculated in accordance with the following formula:
PAO x Δ per cent. x DCF
Where:
PAO = the principal amount outstanding of the Notes of the relevant Class
Δ per cent. = the amount, expressed as a percentage, by which
 Euribor, as determined and calculated in respect of the corresponding Loan
Interest Period in accordance with the Loan Transaction Documents is greater
than
 the Euribor Cap
DCF = the Day Count Fraction
Deferral of To the extent that on any Notes Payment Date funds available to the Issuer to pay interest or any
interest Premium Amount on any Class of Notes (other than the most senior Class of Notes) are
insufficient, then the amount of the shortfall (the Deferred Interest) will not be paid on that
Notes Payment Date.
The Issuer will create a provision in its accounts for such Deferred Interest, which will be paid
on the earlier of: (a) any succeeding Notes Payment Date when there are sufficient Interest
Available Funds in accordance with the relevant Priority of Payments; or (b) the date on which
the Issuer redeems in full the relevant Notes. No further interest will accrue on any Deferred
Interest or, more generally, interest amounts under the Notes.
Interest on the The amount of interest due on the Class X Notes in respect to any Notes Payment Date will be:
Class X Notes
(i) the Interest Available Funds (other than amounts drawn from the Liquidity Reserve

11
 Account) collected in respect of the corresponding Loan Interest Period; minus
(ii) amounts payable under items from (i) to (xvii) of the Priority of Payments set out in
Condition 6.2 (Pre-enforcement interest Priority of Payments), items from (i) to (xix)
of the Priority of Payments set out in Condition 6.6 (Priority of Payments following the
Loan Maturity Date (Interest and Principal), or items from (i) to (xiv) of the Priority of
Payments set out in Condition 6.7 (Post-enforcement Priority of Payments (Interest
and Principal), as the case may be, in respect of the relevant Loan Interest Period;
provided that such amount will not be less than zero.
Form, The Notes will be issued in dematerialised form (forma dematerializzata) on the terms of and
denomination and subject to the Conditions and will be held in such form on behalf of the Noteholders, until
title redemption or cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli
Account Holders in accordance with article 83-bis and ff. of the Legislative Decree 24 February
1998, No. 58, and the joint resolutions of the Bank of Italy and Consob dated 22 February 2008.
The denomination of the Notes will be €100,000 or integral multiples of Euro 1,000 in excess
thereof.
Title to the Notes will at all times be evidenced by book-entries in accordance with the
applicable law. No certificate or physical document of title will be issued in respect of the
Notes.
Payment of Payment of interest on the Notes will occur in accordance with the then applicable Priority of
Interest on the Payments.
Notes
Repayment of Repayment of principal on the Notes will occur in accordance with the then applicable Priority
principal on the of Payments.
Notes
Ranking The Notes will rank among themselves in accordance with the Priority of Payments set out in
Condition 6 (Priority of Payments).
Withholding on All payments in respect of the Notes will be made free and clear of and without withholding or
Notes deduction (other than a Decree 239 Deduction, where applicable) for any Taxes imposed, levied,
collected, withheld or assessed by applicable law unless the Issuer, the Noteholders
Representative or the Paying Agent or any paying agent (as the case may be) is required by law
to make any Tax Deduction. In that event the Issuer, the Noteholders Representative or such
Paying Agent (as the case may be) will make such payments after such Tax Deduction and will
account to the relevant authorities for the amount so withheld or deducted.
Final Redemption The Issuer will redeem the Notes at their principal amount outstanding, together with accrued
and unpaid interest and premia, on the Final Maturity Date. The Issuer may not redeem the
Notes prior to that date, in full or in part, unless in accordance with the events listed below, but
without prejudice to Condition 12 (Notes Event of Default). If the Issuer has insufficient funds to
repay the Notes in full on the Final Maturity Date, then the Notes will be deemed to be
discharged in full and any amount payable in respect of the Notes will be finally and definitely
cancelled, unless payment of such amounts is being improperly withheld or refused.
Notes Maturity If the Loan remains outstanding on the date falling 30 months prior to the Final Maturity Date
Plan and, in the opinion of the Special Servicer, all recoveries then anticipated are unlikely to repay
the Notes in full, then the Special Servicer will, within 45 days of the Note Maturity Plan
Trigger Date, prepare a strategy about the final disposal or other resolution of the Loan,
assuming that the Notes are not repaid on their Final Maturity Date (the Note Maturity Plan).
The Special Servicer will deliver the draft Note Maturity Plan to the Parties and to the
Noteholders.
See for further details “Key terms of the Servicing Agreement – Note Maturity Plan”.
Mandatory The Notes (other than the Class X Notes) will be redeemed on each Notes Payment Date on
Redemption which there are Principal Available Funds, in accordance with the applicable Priority of
Payments.
Loan Prepayment On each Notes Payment Date, any Loan Prepayment Amounts received by the Issuer will be

12
Amounts allocated and paid pro rata to each Class of Notes that is subject to mandatory redemption
(other than the Class X Notes) in accordance with the following formula:
Principal x Margin x Day Count Fraction
Where:
Principal = the principal amount redeemed on such Notes Payment Date of the Notes of each
Class (other than the Class X Notes)
Margin = the Margin per annum due on the relevant Class
Day Count Fraction = the number of days starting from the prepayment day to the end of the
24th month following the disbursement date of the Loan in accordance with the Loan
Agreement/360.
Any excess Loan Prepayment Amounts will be paid to the Class X Notes.
Optional Provided that no Note Enforcement Notice has been served, the Issuer may redeem all (but not
redemption some only) of the Notes at their principal amount outstanding, together with accrued and unpaid
interest and premia, on any Notes Payment Date falling on or after the Clean-up Option Date,
subject to:
(i) the Issuer having given not more than 60 days and not less than 30 days’ notice to the
Noteholders Representative and the Noteholders;
(ii) the Issuer having provided to the Noteholders Representative, prior to the delivery of
the above notice, a directors’ certificate confirming that the Issuer will, on the relevant
redemption date, have the funds required to redeem the Notes and pay other amounts
ranking in priority to or pari passu with the Notes.
The above directors’ certificate will be binding on the Noteholders and the other Issuer Secured
Creditors, and the Noteholders Representative may rely on it without further investigation
Optional Provided that no Note Enforcement Notice has been served, if at any time, following the
Redemption for occurrence of legislative or regulatory changes, or official interpretations or administration or
taxation reasons application thereof by competent authorities:
and illegality
(i) on the next Notes Payment Date: (x) the Issuer would be required to make a Tax
Deduction (other than a Decree 239 Deduction) in respect of any payment of principal,
premium or interest on the Notes; or (y) amounts payable to the Issuer in respect of the
Receivables would be subject to a Tax Deduction; or
(ii) the segregated assets (patrimonio separato) of the Issuer in respect of the Securitisation
becomes subject to Tax prior to the Final Maturity Date; or
(iii) it is or will become unlawful for the Issuer (by reason of a change in law or the
interpretation or administration thereof since the Issue Date) to perform or comply with
any of its material obligations under or in respect of the Notes or any of the
Transaction Documents to which it is a party;
then the Issuer may redeem all (but not some only) of the Notes at their principal amount
outstanding, together with accrued but unpaid interest and premia, on any Notes Payment
Date falling before or after the Clean-up Option Date, subject to:
(i) the Issuer having given not more than 60 days and not less than 30 days’ notice to the
Noteholders Representative and the Noteholders; and
(ii) the Issuer having provided to the Noteholders Representative, prior to the delivery of
the above notice, a directors’ certificate confirming that the above circumstances
cannot be avoided by taking measures reasonably available to the Issuer.
The above directors’ certificate will be binding on the Noteholders and the other Issuer
Secured Creditors, and the Noteholders Representative may rely on it without further
investigation.
Redemption of the The Class X Notes will be subject to partial mandatory redemption on the First Notes Payment
Class X Notes Date, irrespective of the Priority of Payments, from amounts standing to the credit of the Class

13
 X Account, in the aggregate of €95,000 pursuant to Condition 8.2 (Mandatory redemption).]
The Issuer may apply amounts standing to the credit of the Class X Account also for the purpose
of funding any non-recurring Issuer Expenses incurred upon issue of the Notes or in any case
prior to the first Notes Payment Date, to the extent not already envisaged under the Notes
Transaction Documents or paid otherwise.
The Class X Notes will be subject to full mandatory redemption, irrespective of the Priority of
Payments, from amounts standing to the credit of the Class X Account on the final Notes
Payment Date on which the other Notes are redeemed in full pursuant to Condition 8.1 (Final
redemption and Notes Maturity Plan).
Regulatory In the event of a transfer of a Note (or an interest therein) to a U.S. person that is not both a
transfer or Qualified Institutional Buyer and a Qualified Purchaser, the Issuer may, in its discretion, either:
redemption
(i) compel such transferee to sell such Note (or interest therein) to a person who is both a
Qualified Institutional Buyer and a Qualified Purchaser, within 30 days after notice of
the requirement to sell is given; or
(ii) on the next following Notes Payment Date, redeem such Note (or interest therein) at a
price equal to the lesser of (a) the purchase price therefor paid by such transferee, and
(b) the fair market value thereof, provided that such amount is not lower than100 per
cent. of the then principal amount outstanding of such Note.
In addition, if a holder or beneficial owner of any Note (other than the Class D Notes or the
Class X Notes) fails for any reason to provide the Issuer and – only following the delivery of a
Notes Enforcement Notice – the Noteholders Representative information or documentation, or
to update or correct such information or documentation, as may be necessary or helpful (in the
sole determination of the Issuer or – only following the delivery of a Notes Enforcement Notice
– the Noteholders Representative or their agents, as applicable) to achieve compliance with
FATCA and any related provisions of law, court decisions, or administrative guidance,
including the Issuer entering into and complying with an agreement with the IRS contemplated
by Section 1471(b) of the Code (or any Italian law implementing an inter-governmental
agreement (IGA)), in each case as necessary so that no tax will be imposed or withheld under
FATCA in respect of payments to or for the benefit of the Issuer, or such information or
documentation is not accurate or complete, the Issuer may:
(a) compel or effect the sale of Notes held by any such holder that fails to sell its Notes
within 30 days of notice from the Issuer or Note Trustee of its failure to comply with
the foregoing requirement,
(b) assign to such Note a separate CUSIP or ISIN number or numbers; and
(c) make other amendments to the Notes and the Agency Agreement to enable the Issuer
to comply with FATCA (including providing for remedies against, or imposing
penalties upon, any holder or beneficial owner who fails to deliver to the Issuer
information requested by the Issuer that is required by FATCA or a related rule or
published IRS interpretation (or any Italian law implementing an IGA) to enable the
Issuer to comply with FATCA.
Expected The Notes are expected to mature on the Notes Payment Date in December 2019 (the Expected
Maturity Date Maturity Date) and the Notes of each class will in any event be due to be repaid in full at their
and Final principal amount outstanding no later than 9 December 2026 (the Final Maturity Date). The
Maturity Date Notes, to the extent not redeemed in full on their Final Maturity Date, will be cancelled.
Segregation of The Notes have the benefit of the provisions of article 3 of the Italian Securitisation Law (as
Issuer’s Rights amended by the Law Decree Competitività).
By operation of the Italian Securitisation Law, the Issuer’s right, title and interest in and to the
Loan Portfolio and the Accounts is segregated from all other assets of the Issuer and the
amounts deriving therefrom will only be available, either prior to or following the
commencement of winding-up proceedings or Insolvency Proceedings in relation to the Issuer,
to satisfy the obligations of the Issuer to the Noteholders, the other Issuer Secured Creditors and
any qualified third party creditors pursuant to article 1, paragraph 1.b) of the Italian
Securitisation Law in relation to the Securitisation.

14
 See for further details “Selected Aspects of Italian Law – Ring fencing of the assets”.
Notes Event of If any of the following events occurs:
Default
(i) Non-payment:

(a) the Issuer fails to pay any amount of interest (but excluding for the avoidance of
doubt any Premium Amount) in respect of the most senior class of Notes within 3
Business Days of the due date for payment; or (b) the Issuer fails to repay any amount
of principal or interest in respect of any class of the Notes on the due date following an
optional redemption notice pursuant to Conditions 8.4 (Optional Redemption) or 8.5
(Optional Redemption for taxation reasons and illegality); or (c) the Issuer fails to
repay any amount of principal or Loan Prepayment Amount in respect of any class of
the Notes following a prepayment of the Loan pursuant to Conditions 8.2 (Mandatory
Redemption) and 8.3 (Loan Prepayment Amounts), within 3 Business Days of the due
date for the payment; or (d) the Issuer fails to repay any amount of principal in respect
of any Notes on the Final Maturity Date pursuant to Condition 8.1 (Final redemption
and Notes Maturity Plan);
(ii) Breach of other obligations:
the Issuer defaults in the performance of any of its obligations under the Conditions or
any of the Transaction Documents in any material respect, and such default is (a)
incapable of remedy or (b) if capable of remedy (in the Noteholders Representative’s
opinion), remains unremedied for 30 days after the Noteholders Representative has
given written notice to the Issuer requiring the same to be remedied;
(iii) Misrepresentation:
any representation made or deemed to be made by the Issuer pursuant of the
Transaction Documents proves to have been incorrect or misleading in any material
respect when made or deemed to be made, and such misrepresentation is (a) incapable
of remedy or (b) if capable of remedy (in the Noteholders Representative’s opinion),
remains for 30 days after the Noteholders Representative has given written notice to
the Issuer requiring the same to be remedied;
(iv) Unlawfulness:
it is or becomes unlawful for the Issuer to perform any of its obligations under the
Conditions or any material obligations under the Transaction Documents;
(v) Insolvency:
an order is made or a resolution is passed for the winding-up of the Issuer; the Issuer
stops payment of its debts, or becomes unable to pay its debts as they fall due, or
otherwise becomes insolvent within the meaning of the applicable insolvency law;
Insolvency Proceedings are initiated by or against the Issuer, or an application for the
commencement of any such proceedings is made, save where such proceedings or
application are frivolous or vexatious and are being contested in good faith by the
Issuer with a reasonable prospect of success,
then the Noteholders Representative may, and will if so requested by a resolution of the
Noteholders, serve a written enforcement notice on the Issuer (a Notes Enforcement
Notice) declaring the Notes to be due and repayable, whereupon they shall become so due
and repayable, following which all payments of principal, interest and other amounts due in
respect of the Notes will be made according to the order of priority set out in Conditions 6.7
(Post-enforcement Priority of Payments (Interest and Principal)).
The Noteholders Representative must promptly serve a Notes Enforcement Notice and
institute proceedings if so requested (a) by a quorate resolution of the all the Classes of
Notes then outstanding other than the Class X Notes and any Class in respect of which a
Control Valuation Event has occurred (such instructing Classes, the Relevant Classes) or,
(b) in the absence of a quorate resolution to the contrary of the Relevant Classes , by written
request of the holders of at least 25 per cent. of the principal amount outstanding of such

15
 Classes.
A Control Valuation Event will occur in relation to a Class (other than the Class X Notes)
where the relevant Servicer determines that, on any date, the aggregate of:
(i) 25 per cent. of the then principal amount outstanding of such Class of Notes;
and
(ii) the then principal amount outstanding of each more senior Class of Notes;
exceeds the latest available valuation of the Property carried out in accordance with the
terms of the Loan Agreement. If no Class meets the above requirements, then the most
senior Class of Notes will be the Controlling Class.
Non petition Save as expressly permitted by the Transaction Documents, only the Noteholders Representative
may pursue the remedies available to the Noteholders in respect of the Conditions and the
Transaction Documents, either by law or by contract.
The Noteholders are entitled to direct the Noteholders Representative to pursue any remedy or
action, or to refrain from doing so, only in accordance with the Conditions and in particular
Condition 15 (Meeting of the Noteholders). If the Noteholders Representative improperly fails to
act and such failure is continuing within a reasonable period following receipt of a written
notice, then Noteholders holding the required majority of Notes may act directly.
Limited Recourse All obligations of the Issuer to the Noteholders are limited in recourse and subject to certain
restrictions as set out below:

(i) the Noteholders will have a claim only in respect of the Available Funds and
only in accordance with the applicable Priority of Payments (and in respect of
Class X Notes and Loan Prepayment Amounts, in accordance with
respectively Conditions 8.2 (Mandatory Redemption) and 8.3 (Loan
Prepayment Amounts)); the Noteholders will not have recourse against the
other assets of the Issuer or its contributed capital, or against any of the
directors, quotaholders, officers or agents of the Issuer;
(ii) sums payable by the Issuer to the Noteholders will be limited, at any given
time, to the lesser of (a) the nominal amounts which would be due and payable
at such time in accordance with the applicable Priority of Payments and (b) the
Available Funds, net of any sums which are payable in priority to or pari
passu with sums payable to the Noteholders;
(iii) until the date falling one year and one day after the Final Maturity Date, or two
years and one day after the full redemption of the Notes in accordance with the
Conditions, the Noteholders may not initiate, or join other parties in,
enforcement, insolvency or liquidation proceedings against the Issuer;
(iv) the Noteholders will not take or join any action which would result in the
applicable Priority of Payments not being complied with.
The organisation The organisation of the holders of the Notes will be established upon and by virtue of the issue
of the holders of of the Notes and will remain effective until repayment in full or cancellation of the Notes. The
the Notes organisation acts through the Noteholders Representative, the meeting of the Noteholders, and
any written resolution of the Noteholders, in each case subject to Condition 13 (Organisation of
the Noteholders – Noteholders Representative). The purpose of the organisation is to co-ordinate
the exercise of the rights of the Noteholders and, more generally, to take any action necessary or
desirable to protect the interest of the Noteholders.
Noteholders Pursuant to the Conditions for as long as any Note is outstanding, there shall at all times be a
Representative Noteholders Representative. The appointment of the Noteholders Representative, as legal
representative of the organisation of the holders of the Notes, is made by a resolution of the
most senior Class of Noteholders subject to and in accordance with the Conditions, except for
the initial Noteholders Representative appointed at the time of issue of the Notes, which is
appointed in the Subscription Agreement. Each Class of Noteholders is deemed to have ratified
such appointment.

16
Enforcement At any time after a Notes Enforcement Notice has been served on the Issuer, the Noteholders
Representative may, at its discretion and without further notice, take such steps and institute
such proceedings as it thinks fit to enforce repayment of the Notes and payment of other
amounts due to the Noteholders.
Rating The Class A Notes are expected to be rated “AA” by Fitch and “AA” by DBRS on the Issue
Date.
The Class B Notes are expected to be rated “A” by Fitch and “A(high)” by DBRS on the Issue
Date.
The Class C Notes are expected to be rated “A-” by Fitch and “A(low)” by DBRS on the Issue
Date.
The Class D Notes are expected to be rated “BB” by Fitch and “BB(low)” by DBRS on the
Issue Date.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, revision or withdrawal at any time by any one or all of the Rating Agencies.
Listing Application has been made to the Irish Stock Exchange for the Notes (other than the Class X
Notes) to be admitted to the Official List and to trading on the Main Securities Market.
The Prospectus has been approved by the Central Bank of Ireland, as competent authority under
the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting
the requirements imposed under Irish and EU law pursuant to the Prospectus Directive.
Governing Law The Notes will be governed by Italian law.
Regulatory In the Intercreditor Agreement, Banca IMI undertakes to the Issuer and to the Noteholders
Disclosure Representative that, from the Issue Date as originator, it will:
(i) retain, on an ongoing basis, a material net economic interest of not less than 5 per cent.
in the securitisation in accordance with each of Article 405 of the CRR and Article 51
of AIFM Regulation;
(ii) comply with the disclosure obligations imposed on the originator, sponsor or original
lender under the CRR and the AIFM Regulation, including without limitation the
manner in which retained interest is held, the level of such retained interest, and any
matters that could undermine the maintenance of the minimum required net economic
interest as referred to above;
(iii) provide confirmation on a quarterly basis to the Primary Servicer that it continues to
retain a material net economic interest of not less than 5 per cent. in the securitisation,
for inclusion of such information in the Investor Report prepared by the Primary
Servicer;
(iv) notify to the Primary Servicer any change to the level or manner in which such retained
interest is held, for inclusion of such information in the Investor Report prepared by the
Primary Servicer;
provided that Banca IMI is only required to do so to the extent that the retention and disclosure
requirements under the CRR and the AIFM Regulation remain in effect, and provided further
that Banca IMI will not be in breach of any such undertakings in respect of paragraph (ii) above
(only) if it fails to comply due to events, actions or circumstances beyond its control.
As of the Issue Date, such interest will comprise the retention of no less than 5 per cent. of the
nominal value of each of the Classes of Notes. The manner in which the net economic interest is
retained may be changed (but without obligation to do so) in connection with any amendment
to, or change in the interpretation of the CRR and/or the AIFM Regulation.
The Originator undertakes that the retention requirement is not to be subject to any credit risk
mitigation, any short position or any other hedge and it is not to be sold, within the limits of
Article 405 of the CRR.

E. RIGHTS OF NOTEHOLDERS AND RELATIONSHIP WITH THE OTHER ISSUER SECURED CREDITORS

17
Please refer to sections entitled “Terms and Conditions of the Notes” for further detail in respect of
Noteholders, conditions for exercising their rights and relationship with the other Issuer Secured Creditors.

Noteholder Noteholders holding not less than 10 per cent. of the principal amount outstanding of the Notes
Decision Making of the relevant Class, the Issuer and the Noteholders Representative are entitled to convene
separate or combined meetings of the Noteholders of any Class or Classes, at any time. The
Noteholders Representative has the right, but not the obligation, to convene a meeting or
meeting in order to obtain the Noteholders’ instructions in connection with matters in respect of
which the Noteholders Representative is entitled to exercise discretions hereunder. The
Noteholders Representative will be obliged to convene a meeting upon written request by the
Primary Servicer or Special Servicer for obtaining Noteholders consent for any purpose.
Meeting of the First call Second call
Noteholders
Notice period: 14 days 14 days
Provisions
Quorum: presence of as many presence of as many
Noteholders representing Noteholders representing
more than 50 per cent. of the more than 33.3 per cent. of
principal amount outstanding the principal amount
of the Notes of each of the outstanding of the Notes of
relevant Class(es). each of the relevant
Class(es).
Required majority: Resolution (other than the Resolution (other than the
Basic Term Modification): Basic Term Modification):
absolute majority of the absolute majority of the
principal amount outstanding principal amount outstanding
represented at the meeting. represented at the meeting.
Resolution enabling a Basic Resolution enabling a Basic
Term Modification: Term Modification:
favourable vote of favourable vote of
Noteholders representing at Noteholders representing at
least 75 per cent. of the least 50 per cent. of the
principal amount outstanding principal amount outstanding
of the Notes of each relevant of the Notes of each relevant
Class(es). Class(es).
Written resolution: A resolution passed in writing by Noteholders holding more
than 50 per cent. of the principal amount outstanding of the
Notes of the relevant Class(es) will have the same effect as a
resolution passed at a duly convened meeting.
Negative Consent The Issuer, the Noteholders Representative or the Servicer acting in accordance with the
(silenzio assenso) Servicing Agreement may propose any matter for consideration and approval by the
Noteholders by way of negative consent. This provision does not apply to a resolution relating
to (a) a Basic Term Modification, (b) the waiver of any Notes Event of Default, (c) the service
of a Notes Enforcement Notice or (d) sale of the Loan Portfolio under Condition 12.3 (Sale of
Loan Portfolio).
A resolution will be deemed approved by negative consent where:
(i) notice of such proposed resolution is given to the Noteholders in accordance with
Condition 16 (Notices) and such notice contains a statement informing the Noteholders
that the negative consent procedure applies; and
(ii) holders representing 25 per cent. or more of the principal amount outstanding of the
Notes of the relevant Class(es) have not informed in writing the Noteholders
Representative of their objection to such resolution within 30 days of the date of the
notice.
Relationship Subject to the provisions relating to (i) a Basic Term Modification, which would require a
between Classes resolution of each relevant Class affected by such Basic Term Modification, or (ii) matters

18
 which expressly require the consent of the Controlling Class, or (iii) the direction of the
Noteholders Representative to deliver a Notes Enforcement Notice or commence enforcement
proceedings, a resolution of the most senior Class of Notes will be binding on all other Classes
and will override any resolution to the contrary by them.
Communication As long as the Notes are held through Monte Titoli, any notice regarding the Notes will be
with Noteholders deemed to have been duly given if given through the systems of Monte Titoli.
As long as the Notes are listed on the Irish Stock Exchange, and the listing rules so require, any
notice will also be published on the website of the Irish Stock Exchange or in such other or
additional manner as required by such rules.
The Noteholders Representative may sanction some other or additional method of notice
(including without limitation any relevant screen) if, in its sole opinion, such other or additional
method is reasonably having regard to market practice then prevailing.
Any notice to be given by a Servicer to the Noteholders will be published on Bloomberg or, if
Bloomberg is not available, the most widely read online information source accessed by CMBS
investors generally which is available for publication of notices of the type contemplated by the
Servicing Agreement, as determined by the relevant Servicer upon consultation with the
Noteholders Representative.

F. ADDITIONAL RELEVANT DATES AND PERIODS

Issue Date The Issuer will issue the Notes on 22 January 2015.
Collection Period The period commencing one day after a Loan Payment Date and ends on the next Loan Payment
Date (inclusive), except in respect of the first Collection Period, which commences on the Issue
Date (inclusive).
Interest The date falling two TARGET Days prior to the first day of each Loan Interest Period.
Determination
Date Target Day means any day on which TARGET2 is open and effective for the settlement of the
payments in Euro.
TARGET2 means the system for the payments in Euro named “Trans-European Automated
Real Time Gross Settlement Express Transfer payment”, which is effective from 19 November,
2007.
Calculation Date The date falling 2 Business Days prior to each Notes Payment Date.
Notes Payment The 26th day of January, April, July and October in each year or, if such day is not a Business
Date Day, the following Business Day in the same calendar month (if there is one) or the
preceding Business Day (if there is not). The first Notes Payment Date is 26 April 2015.
Subject to the full repayment of the Loan on the Loan Maturity Date, 9 December 2019 will also
be a Notes Payment Date.
Notes Interest In respect of the first Notes Interest Period, the period commencing on (and including) the Issue
Period Date and ending on (but excluding) the Notes Payment Date falling on 26 April 2015 and, in
respect of any successive Notes Interest Period, the period from (and including) a Notes
Payment Date to (but excluding) the following Notes Payment Date.

G. CREDIT STRUCTURE AND CASHFLOW

Please refer to sections entitled “Description of the Notes Transaction Documents” for further detail in
respect of the credit structure and cash flow of the transaction.
Available Funds The aggregate of the Interest Available Funds, the Principal Available Funds, the
Loan Prepayment Amounts and the proceeds deriving from the sale of the Loan
Portfolio (if any) or any indemnity paid by the Originator to the Issuer pursuant to the

19

Interest Available Funds
Principal Available Funds
Loan Prepayment Amounts
Common terms
Pre-enforcement interest
Priority of Payments
Loan Portfolio Sale Agreement.
Without double counting, the aggregate of:
(a) any amount collected or recovered on account of interest by the Issuer in
relation to the Loan Portfolio and the Notes Transaction Documents other
than the Principal Available Funds and the Loan Prepayment Amounts
(including for the avoidance of doubt any break costs under Clause 23 of the
Loan Agreement);
(b) any interest accrued from time to time on the Accounts other than the
Liquidity Reserve Account, Class X Account and the Class X Reserve
Account;
(c) any amounts credited from time to time to the Expenses Account;
(d) any amounts credited from time to time on the Class X Reserve Account, as
from the earlier of (i) the first Notes Payment Date following the Loan
Maturity Date or (ii) the first Notes Payment Date following the delivery of a
Notes Enforcement Notice or (iii) the Notes Payment Date on which the
Notes are redeemed in full; and
(e) any amounts credited from time to time on the Liquidity Reserve Account, if
and to the extent required (a) to cover any Interest Shortfall or (b) to pay any
Property Protection Costs or any Issuer Expenses on a date which is not a
Notes Payment Date or (c) to repay principal under the Liquidity Facility
Agreement.
The aggregate of:
(a) any amount collected or recovered by the Issuer in relation to the Loan
Portfolio on account of principal, also following a prepayment of the Loan
either on a mandatory or voluntary basis (but excluding any Loan
Prepayment Amounts); and
(b) any insurance proceeds received by the Issuer other than those relating to
loss of rent.
Any make-whole amounts and other prepayment fees and indemnities collected by
the Issuer, including under Clause 22.1 of the Loan Agreement, but excluding any
break costs under Clause 23 of the Loan Agreement and, for the avoidance of doubt,
any principal amounts prepaid.
On each Notes Payment Date, the Available Funds will be applied by or on behalf of
the Issuer in making the payments in the order of priority set out in Condition 6
(Priority of Payments).
Payments of the same priority will be made pro rata and pari passu according to their
respective amount. Payments of a lower priority will be made only if payments of a
higher priority have been made in full.
On each Notes Payment Date prior to (a) the delivery of a Notes Enforcement Notice
or (b) the occurrence of a Servicing Transfer Event or (c) the Loan Maturity Date, the
Interest Available Funds will be applied by or on behalf of the Issuer in making the
payments in the following order of priority:
(i) First, to pay or allocate for payment during the following Notes Interest
Period, pari passu and pro rata according to their respective amount, any
Issuer Expenses, to the extent the funds standing on the Issuer Expenses
Account have been insufficient;
(ii) Second, to replenish the Issuer Expenses Account up to the Retention
Amount;
(iii) Third, to pay any amounts due to the Noteholders Representative pursuant
to the Notes Transaction Documents;
20
 (iv) Fourth, to pay any amounts due to the Paying Agent pursuant to the Notes
Transaction Documents;
(v) Fifth, to pay any amounts due to the Account Bank, the Calculation Agent,
the Corporate Services Provider and the Servicers pursuant to the Notes
Transaction Documents;
(vi) Sixth, to pay (a) any interest (but not principal) amounts due to the
Liquidity Facility Provider under the Liquidity Facility Agreement, other
than any Liquidity Subordinated Amounts; and (b) to the extent there is no
Interest Shortfall, to replenish the Liquidity Reserve Account up to the
Liquidity Reserve Target Amount;
(vii) Seventh, to the extent there is no Interest Shortfall, to repay any principal
amount due to the Liquidity Facility Provider under the Liquidity Facility
Agreement;
(viii) Eighth, to pay interest due on the Class A Notes;
(ix) Ninth, to pay interest due on the Class B Notes;
(x) Tenth, to pay interest due on the Class C Notes;
(xi) Eleventh, to pay interest due on the Class D Notes;
(xii) Twelfth, to pay any Premium Amount due on the Class A Notes;
(xiii) Thirteenth, to pay any Premium Amount due on the Class B Notes;
(xiv) Fourteenth, to pay any Premium Amount due on the Class C Notes;
(xv) Fifteenth, to pay any Premium Amount due on the Class D Notes;
(xvi) Sixteenth, to pay any Liquidity Subordinated Amount;
(xvii) Seventeenth, to pay any indemnity amounts due by the Issuer in case of
misrepresentation under the Subscription Agreement;
(xviii) Eighteenth, to pay interest due on the Class X Notes.
provided that the Issuer will pay amounts due to the Operating Advisor immediately
in priority to interest due on the Class which appointed such Operating Advisor.
Pre-enforcement principal On each Notes Payment Date prior to (a) the delivery of a Notes Enforcement Notice
Priority of Payments or (b) the occurrence of a Servicing Transfer Event or (c) the Loan Maturity Date, the
Principal Available Funds will be applied by or on behalf of the Issuer to repay
principal due on the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes, pro rata and pari passu according to their respective amount.
Interest Priority of On each Notes Payment Date following the occurrence of a Servicing Transfer Event
Payments following a but prior to (a) the delivery of a Notes Enforcement Notice or (b) the Loan Maturity
Servicing Transfer Event Date, the Interest Available Funds will be applied by or on behalf of the Issuer in
making the payments in the following order of priority:
(i) items (i) to (xvii) as set forth in Condition 6.2 (Pre-enforcement interest
Priority of Payments);
(ii) Eighteenth, to credit any excess in the Class X Reserve Account;
provided that the Issuer will pay amounts due to the Operating Advisor immediately
in priority to interest due on the Class which appointed such Operating Advisor.
Principal Priority of On each Notes Payment Date following the occurrence of a Servicing Transfer Event
Payments following a but prior to (a) the delivery of a Notes Enforcement Notice or (b) the Loan Maturity
Servicing Transfer Event Date, the Principal Available Funds will be applied by or on behalf of the Issuer in
making the payments in the following order of priority:
(i) First, to repay principal due on the Class A Notes;
(ii) Second, to repay principal due on the Class B Notes;

21
 (iii) Third, to repay principal due on the Class C Notes; and
(iv) Fourth, to repay principal due on the Class D Notes.
Priority of Payments On each Notes Payment Date following the Loan Maturity Date but prior to the
following the Loan Maturity delivery of a Notes Enforcement Notice, the Available Funds (including for the
Date (Interest and avoidance of doubt the proceeds deriving from any sale of the Loan Portfolio) will be
Principal) applied by or on behalf of the Issuer in making the payments in the following order of
priority:
(i) First, to pay any amounts due to the Noteholders Representative pursuant
to the Notes Transaction Documents;
(ii) Second, to pay any amounts due to the Paying Agent pursuant to the Notes
Transaction Documents;
(iii) Third, to pay any amounts due to the Account Bank, the Calculation Agent,
the Corporate Services Provider and the Servicers pursuant to the Notes
Transaction Documents;
(iv) Fourth, to pay (a) any interest (but not principal) amounts due to the
Liquidity Facility Provider under the Liquidity Facility Agreement, other
than any Liquidity Subordinated Amounts; and (b) to the extent there is no
Interest Shortfall, to replenish the Liquidity Reserve Account up to the
Liquidity Reserve Target Amount;
(v) Fifth, to the extent there is no Interest Shortfall, to repay any principal
amounts due to the Liquidity Facility Provider under the Liquidity Facility
Agreement
(vi) Sixth, to pay interest on the Class A Notes
(vii) Seventh, to repay principal due on the Class A Notes;
(viii) Eighth, to pay interest due on the Class B Notes;
(ix) Ninth, to repay principal due on the Class B Notes;
(x) Tenth, to pay interest due on the Class C Notes;
(xi) Eleventh, to repay principal due on the Class C Notes;
(xii) Twelfth, to pay interest due on the Class D Notes;
(xiii) Thirteenth, to pay principal due on the Class D Notes;
(xiv) Fourteenth, to pay any Premium Amount due on the Class A Notes;
(xv) Fifteenth, to pay any Premium Amount due on the Class B Notes;
(xvi) Sixteenth, to pay any Premium Amount due on the Class C Notes;
(xvii)Seventeenth, to pay any Premium Amount due on the Class D Notes;
(xviii) Eighteenth, to pay any Liquidity Subordinated Amount;
(xix) Nineteenth, to pay any indemnity amounts due by the Issuer in case of
misrepresentation under the Subscription Agreement;
(xx) Twentieth, to pay interest and principal due on the Class X Notes;

Post-enforcement Priority of
Payments (Interest and
Principal)
provided that the Issuer will pay amounts due to the Operating Advisor immediately
in priority to interest due on the Class which appointed such Operating Advisor.
Following the delivery of a Notes Enforcement Notice, the Available Funds
(including for the avoidance of doubt the proceeds deriving from any sale of the Loan
Portfolio) will be applied by or on behalf of the Issuer in making the payments in the
following order of priority, on each Notes Payment Date or on such earlier date on

22
 which the Available Funds exceed Euro 10,000,000:
(i) First, to pay any amounts due to the Noteholders Representative pursuant
to the Notes Transaction Documents;
(ii) Second, to pay any amounts due to the Paying Agent pursuant to the Notes
Transaction Documents;
(iii) Third, to pay any amounts due to the Account Bank, the Calculation Agent,
the Corporate Services Provider and the Servicers pursuant to the Notes
Transaction Documents;
(iv) Fourth, to pay any amounts due to the Liquidity Facility Provider under the
Liquidity Facility, other than any Liquidity Subordinated Amounts;
(v) Fifth, to pay interest and principal due on the Class A Notes;
(vi) Sixth, to pay interest and principal due on the Class B Notes;
(vii) Seventh, to pay interest and principal due on the Class C Notes;
(viii) Eighth, to pay interest and principal due on the Class D Notes;
(ix) Ninth, to pay any Premium Amount due on the Class A Notes;
(x) Tenth, to pay any Premium Amount due on the Class B Notes;
(xi) Eleventh, to pay any Premium Amount due on the Class C Notes;
(xii) Twelfth, to pay any Premium Amount due on the Class D Notes;
(xiii) Thirteenth, to pay any Liquidity Subordinated Amount;
(xiv) Fourteenth, to pay any indemnity amounts due by the Issuer in case of
misrepresentation under the Subscription Agreement;
(xv) Fifteenth, to pay interest and principal due on the Class X Notes;
provided that the Issuer will pay amounts due to the Operating Advisor immediately
in priority to interest due on the Class which appointed such Operating Advisor.
General Credit Structure The general credit structure of the transaction includes, broadly speaking, the
following elements:
(a) Intercreditor Agreement
Under the terms of the Intercreditor Agreement, the Noteholders Representative shall
be entitled, inter alia, following the service of a Notes Enforcement Notice and until
the Notes have been repaid in full or cancelled in accordance with the Conditions, to
pay or cause to be paid on behalf of the Issuer and using the Available Funds all sums
due and payable by the Issuer to the Noteholders, the other Issuer Secured Creditors
and third party creditors in respect of costs and expenses incurred in the context of the
Securitisation, in accordance with the terms of the Priority of Payments.
See for further details “Description of the Notes Transaction Documents – The
Intercreditor Agreement”.
(b) Agency Agreement
Under the terms of the Agency Agreement, the Account Bank, the Calculation Agent,
the Servicer, and the Paying Agent have agreed to provide the Issuer with certain
calculation, notification, cash management and reporting services together with
account handling services in relation to moneys from time to time standing to the
credit of the Issuer Accounts and with certain agency services.
The Calculation Agent has agreed to prepare, on or prior to each Calculation Date, the
Calculation Agent Quarterly Report containing details of amounts to be paid by the
Issuer on the Notes Payment Date following such Calculation Date in accordance
with the Priority of Payments. On each Note Payment Date, the Paying Agent shall
apply amounts transferred to it out of the Payments Account in making payments to
the Noteholders in accordance with the relevant Priority of Payments, as set out in the

23
 Calculation Agent Quarterly Report.
See for further details “Description of the Notes Transaction Documents – The
Agency Agreement”.
(c) Deed of Pledge
Under the terms of the Deed of Pledge, the Issuer has granted to the Noteholders
Representative (acting for itself and for the benefit of the Noteholders and the other
Issuer Secured Creditors) a pledge over certain monetary rights to which the Issuer is
entitled from time to time pursuant to certain Notes Transaction Documents to which
the Issuer is a party.
See for further details “Description of the Notes Transaction Documents – The Deed
of Pledge”.
(d) Liquidity Support
Pursuant to the terms of the Liquidity Facility Agreement, the Liquidity Facility
Provider has made available to the Issuer a Euro 10,000,000 liquidity facility to fund
the Liquidity Reserve Account on the Issue Date.

Application of amounts standing to the credit of the Liquidity Reserve Account

Amounts standing to the credit of the Liquidity Reserve Account may be applied:
 on the Issue Date to fund the Expenses Account up to the Retention Amount;

 on any Notes Payment Date to cover any Interest Shortfall;

 on any date other than a Notes Payment Date to pay any Issuer Expenses, to
the extent the funds standing on the Issuer Expenses Account are
insufficient, and

 on any date, upon instruction of the Servicer, to pay any Property Protection
Costs.
Restrictions to the application of amounts standing to the credit of the Liquidity
Reserve Account
In no circumstances may amounts standing to the credit of the Liquidity Reserve
Account be applied to cover any shortfall in principal amount payable by the Issuer
under the Notes.
Furthermore, no drawing from the Liquidity Reserve Account may be made if a Note
Enforcement Notice has been given or a Liquidity Valuation Event is occurred and is
subsisting.
See for further details See for further details “Description of the Notes Transaction
Documents – The Liquidity Facility Agreement”.
Accounts Collection Account: IBAN IT11B0347901600000800995101, into which the
Servicer will credit or cause to be credited any payments received or recovered under
or in relation to the Loan Portfolio; the Account Bank will transfer funds standing to
the credit of the Collection Account to the Issuer Payments Account on the Business
Day preceding each Notes Payment Date.
Payments Account: IBAN IT34A0347901600000800995100 , into which:
- the Initial Subscriber will credit the net proceeds of the issue of the
Notes, other than the Class X Notes;
- the Account Bank will transfer the funds standing to the credit of the
Collection Account, the Expenses Account, the Liquidity Reserve
Account (up to the amounts required under the Liquidity Facility
Agreement and the Conditions) and the Class X Reserve Account on the

24
 Business Day preceding each Notes Payment Date;
- any relevant party will pay or transfer any amount due or received under
the Notes Transaction Documents that is not expressed to be paid to a
different Account;
and out of which:
- the Paying Agent will make upfront payments due on or about the Issue
Date as set out in the Notes Transaction Documents (including for the
avoidance of doubt payment of the purchase price of the Loan Portfolio
in accordance with the Loan Portfolio Sale Agreement);
- on each Notes Payment Date, the Paying Agent will make payments due
and transfers required in accordance with the applicable Priority of
Payments and relevant Calculation Agent Quarterly Report.
Expenses Account: IBAN IT16F0347901600000800995105 , into which:
- the Account Bank will credit the Retention Amount on or about the
Issue Date out of funds standing to the credit of the Liquidity Reserve
Account;
- the Paying Agent will replenish the Expenses Account up to the
Retention Amount on each Notes Payment Date, in accordance with the
applicable Priority of Payments and relevant Calculation Agent
Quarterly Report;
and out of which:
- the Issuer (or the Corporate Servicer on behalf of the Issuer) will pay
any Issuer Expenses due on a date which is not a Notes Payment Date;
- the Account Bank will transfer the funds standing to the credit of the
Expenses Account to the Payments Account on the Business Day
preceding each Notes Payment Date.
Retention Amount means Euro 50,000.
Class X Reserve Account: IBAN IT85C0347901600000800995102, into which the
Paying Agent will credit amounts on each Notes Payment Date pursuant to Condition
6.4 (Interest Priority of Payments following a Servicing Transfer Event) following a
Servicing Transfer Event, and out of which the Account Bank will transfer funds to
the Payment Accounts on the Business Day preceding each Notes Payment Date in
accordance with the Conditions
Class X Account: IBAN IT62D0347901600000800995103 , into which the Initial
Subscriber will credit the net proceeds of the issue of the Class X Notes, and out of
which the Paying Agent will repay principal amounts under the Class X Notes in
accordance with the Conditions;
Liquidity Reserve Account: IBAN IT39E0347901600000800995104 , into which

- the Liquidity Facility Provider will make available to the Issuer the
amounts under the Liquidity Facility;

- the Paying Agent will replenish the Liquidity Reserve Account up to the
Liquidity Reserve Target Amount on each Notes Payment Date, in
accordance with the applicable Priority of Payments and relevant
Calculation Agent Quarterly Report;

and out of which the Account Bank will:

- fund the Expenses Account on or about the Issue Date;

- the Issuer (or the Corporate Servicer on behalf of the Issuer) will pay
any Issuer Expenses due on a date which is not a Notes Payment Date

25
 (if and to the extent funding standing to the credit of the Expenses
Account are not sufficient); and

- transfer funds to the Payments Account on the Business Day preceding

each Notes Payment Date in accordance with the Liquidity Facility
Agreement and the Conditions to cover any Interest Shortfall or to pay
any Property Protection Costs.

H. ADMINISTRATIVE FEE
The following table set out the fees to be paid by the Issuer to the other Issuer Secured Creditors (as
appropriate).

Type of Fee Amount of Fee Priority in Cashflow Frequency

Primary Servicing Fees The higher of: (i) 0.03 per In priority to all Payable pro rata temporis
cent. (net of VAT) per outstanding Notes on each Note Payment
annum of the outstanding Date
principal amount of the
Loan and (b) Euro 45,000
per annum
Special Servicing Fees 0.15 per cent. (net of VAT) In priority to all Payable pro rata temporis
per annum of the outstanding Notes on each Note Payment
outstanding principal Date that a Loan is a
amount of the Loan designated a Specially
Serviced Loan.
Liquidation Fee 0.50 per cent. (net of VAT) In priority all outstanding Payable on each Note
of any Liquidation Notes Payment Date that a Loan
Proceeds received by the is a Specially Serviced
Issuer Loan to the extent
Liquidation Proceeds are
received.

For further information see “Description of the Notes Transaction Documents – Key terms of the Servicing
Agreement – Servicing Fee”.

26
 RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes of any Class,
prospective investors should carefully consider the risk factors described, and the special considerations
summarised, below together with the other information contained in this Prospectus and any document
incorporated by reference herein.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes. Most
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring. In addition, factors that are material for the
purpose of assessing the market risks associated with Notes are also described below.
This summary is not intended to be exhaustive. The Issuer believes that the factors described below represent
the principal risks inherent in investing in Notes, but the inability of the Issuer to pay interest, repay
principal or pay other amounts on or in connection with any Notes may occur for other reasons which may
not be considered significant risks by the Issuer based on information currently available to it or which it
may not currently be able to anticipate. Should any of such predictable or unpredictable events occur, the
value of the Notes may decline, the Issuer may not be able to pay all or part of the interest or principal on
the Notes and investors may lose all or part of their investment.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus,
including any document incorporated by reference herein, and reach their own views, based upon their own
judgement and upon advice from such financial, legal and tax advisers as they have deemed necessary, prior
to making any investment decision.
In addition, whilst the various structural elements described in this Prospectus are intended to lessen some
of the risks discussed below for the Noteholders, there can be no assurance that these measures will be
sufficient to ensure that the Noteholders of any Class receive payment of interest or repayment of principal
from the Issuer on a timely basis or at all.
Words and expressions defined in the “Terms and Conditions of the Notes” or elsewhere in this Prospectus
have the same meaning in this section.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
Risk factors and special considerations related to the Issuer and the Notes Transaction Documents
Limited liability under the Notes
The Notes constitute direct, secured and limited recourse obligations solely of the Issuer. The Issuer will be
the only entity which has obligations to pay any amount due in respect of the Notes. The Notes will not be
obligations or responsibilities of, or guaranteed by, any other entity. Accordingly, nobody other than the
Issuer has or accepts any liability whatsoever to the Noteholders related to any failure by the Issuer to pay
any amount due and payable under the Notes. If not repaid in full on the Final Maturity Date, amounts
outstanding under the Notes will be written off.
Limited resources of funds to make payments under the Notes
The Issuer is a special purpose entity with no business operations other than the issue of the Notes, the
entering into of the Notes Transaction Documents and the transactions ancillary thereto. The assets of the
Issuer will themselves be limited. The Issuer has no operating history.
The Issuer will not have any significant assets to be used for making payments under the Notes other than the
Loan Portfolio and its rights under the Notes Transaction Documents.

27
Other than the foregoing, the Issuer is not expected to have any other funds available to it to meet its
obligations under the Notes and/or any other payment obligation ranking in priority to, or pari passu with,
the Notes. Consequently, there is no assurance that, over the life of the Notes or at the redemption date of the
Notes (whether on the Final Maturity Date, upon redemption by acceleration of maturity following the
service of a Notes Enforcement Notice, or otherwise), there will be sufficient funds to enable the Issuer to
pay interest on the Notes or to repay the Notes in full.
Limited recourse obligations of the Issuer
The Notes will be limited recourse obligations of the Issuer. On enforcement of the Notes, in the event that
the proceeds of such enforcement are insufficient (after payment of all other claims ranking higher in priority
to or pari passu with amounts due under the Notes), then the Noteholders will have no further claim against
the Issuer in respect of such unpaid amounts. Enforcement action under the Notes and the Loan Portfolio is
the only substantive remedy available for the purposes of recovering amounts owed in respect of the Notes.
The Issuer will not have any recourse to the assets of the Borrower unless the Borrower has also defaulted on
its obligations under the Loan Finance Documents. The security created by the Loan Security Documents
entered into by the Borrower will not automatically be enforceable as a result of enforcement action under
the Notes.
Subordination
Payments of interest and principal will be made to Noteholders in the priorities set forth in the relevant
Priority of Payments. In particular, following delivery of a Notes Enforcement Notice or upon the Notes
otherwise becoming due and payable in full, payments of principal, interest and other amounts in respect of
the Class B Notes, the Class C Notes and the Class D Notes will be subordinated to payments of principal,
interest and other amounts in respect of the Class A Notes; payments of principal, interest and other amounts
in respect of the Class C Notes and Class D Notes will be subordinated to payments of principal, interest and
other amounts in respect of the Class B Notes; and payments of principal, interest and other amounts in
respect of the Class D Notes will be subordinated to payments of principal, interest and other amounts in
respect of the Class C Notes. Payments in respect of the Class X Notes will be subordinated to payments in
respect of the Class A, B, C and D Notes. For further detail regarding the Priority of Payments, see Condition
6 (Priority of Payments) under “The Terms and Conditions of the Notes” There is no assurance that the
subordination arrangements will protect the Class A Noteholders or the holders of the most senior Class of
Notes from all risk of loss. As a result of this subordination structure and other risks, under certain
circumstances investors in one or more Classes of Notes may not recover their initial investment. Certain
amounts payable by the Issuer to third parties such as the Servicer, the Paying Agent, the Account Bank, the
Noteholders Representative and the Liquidity Facility Provider rank in priority to payments of principal and
interest on the Notes, both before and after the occurrence of an Event of Default with respect to the Notes.
Claims of unsecured creditors of the Issuer
By operation of Italian law, the rights, title and interests of the Issuer in and to the Loan Portfolio will be
segregated from all other assets of the Issuer (including any other portfolio purchased by the Issuer pursuant
to the Italian Securitisation Law) and any amounts deriving therefrom (including any moneys and deposits
held by or on behalf of the Issuer with other depositories, to the extent identifiable) will be available both
prior to and on a winding up of the Issuer only in or towards satisfaction, in accordance with the relevant
Priority of Payments, of the payment obligations of the Issuer to the Noteholders, to the other Issuer Secured
Creditors and in relation to any other unsecured costs of the securitisation of the Loan Portfolio incurred by
the Issuer and will not be available to any other creditor of the Issuer whose costs were not incurred in
connection with the Securitisation. Under Italian law and the Notes Transaction Documents, any creditor of
the Issuer who has a valid and unsatisfied claim may file a petition for the bankruptcy of the Issuer, although
no creditors other than the Noteholders Representative (on behalf of the Noteholders) and any third party

28
creditors having the right to claim for amounts due in connection with the Securitisation would have the right
to claim in respect of the Loan Portfolio, even in a bankruptcy of the Issuer.
Prior to the commencement of winding up proceedings in respect of the Issuer, the Issuer will only be
entitled to pay any amounts due and payable to any third parties who are not other Issuer Secured Creditors
in accordance with the Priority of Payments. Following commencement of winding up proceedings in respect
of the Issuer, a liquidator would control the assets of the Issuer including the Loan Portfolio, which would
likely result in delays in any payments due to the Noteholders and no assurance can be given as to the length
or costs of any such winding up proceedings.
Risks relating to expected and final maturity of the Notes
The Loan may not be fully repaid or refinanced by the Final Maturity Date of the Notes. After the relevant
Loan Maturity Date, if a Loan Event of Default occurs, the relevant Loan Security may not be fully realised.
This is most likely to arise in situations where prevailing market conditions are such that realisations in
respect of a Property made on or before the Final Maturity Date of the Notes are likely to be lower than
under current market conditions. In any case, this might result in a failure by the Issuer to repay the Notes on
or prior to the Final Maturity Date.
The Issuer’s ability to meet its payment obligations under the Notes will primarily depend upon the
Borrower’s ability to meet its payment obligations under the Loan Agreement
The ability of the Issuer to meet its payment obligations under the Notes will primarily depend upon the
Issuer’s receipt of funds paid by the Borrower under the Loan Agreement which will, in turn, depend
primarily upon the full and timely payment of the Rents by the Tenants under the Lease Agreements and,
inter alia, upon the Borrower’s ability to either refinance or sell or re-let the Property upon maturity of the
Loan Agreement. In particular, in the event of a default by a Tenant under the Lease Agreements, the ability
of the Issuer to meet its payment obligations under the Notes will depend, inter alia, upon the ability of the
Borrower to re-let, refinance or sell the Property, or upon the enforcement by the Issuer of the security
provided under the Loan Agreement. Any re-letting, refinancing or sale of the Property (in whole or in part),
as well as the cash flows deriving from any enforcement of the mortgage over the Property pursuant to the
Loan Agreement, will be dependent upon the market value of the Property at the relevant time. There can be
no assurance that the proceeds of the enforcement of the security or of the refinancing, re-letting or sale of
the Property will be sufficient to enable the Issuer to meet its payment obligations under the Notes.
Reliance on agents
Certain of the business activities of the Issuer are to be carried out on behalf of the Issuer by agents
appointed by the Issuer for such purpose. Neither the Issuer nor the Corporate Servicer will have any role in
determining or verifying the data received from the Servicer, the Account Bank, the Agents, the Noteholders
Representative and any calculations derived therefrom.

The Issuer may amend the economic terms and conditions of the Notes without the prior consent of all
holders of such Notes
The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their
interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders
who did not attend and vote at the relevant meeting, and Noteholders who voted in a manner contrary to the
majority (for further information see, inter alia, Conditions 15.5 (Constituting the meeting and validity of the
resolutions – Basic Term Modifications)). In addition, the Notes Transaction Documents provide for
resolutions affected selected matters to be deemed to be passed by “negative consent”, i.e. where defined
majorities do not timely object to the proposed resolution(s) (for further information see, inter alia,
Conditions 15.7 (Negative Consent)). Any such amendment to the Notes may include, without limitation,
lowering the ranking of the Notes, reducing the amount of principal and interest payable on the Notes,

29
changing the time and manner of payment, changing provisions relating to redemption, limiting remedies on
the Notes and changing the amendment provisions. These and other changes may adversely impact
Noteholders’ rights and may adversely impact the market value of the Notes.
Risks relating to the rights of Noteholders, resolutions and Noteholder Meetings
The protection and exercise of the Noteholders' rights against the Issuer and the preservation and
enforcement of the security under the Notes is one of the duties of the Noteholders Representative. The
Conditions limits the ability of each individual Noteholder to commence proceedings against the Issuer by
conferring on the holders of the Notes the power to determine whether any Noteholder may commence any
such individual actions. Noteholders should be aware that unless they have made arrangements to promptly
receive notices sent to Noteholders from any custodians or other intermediaries through which they hold
their Notes and give the same their prompt attention, meetings may be convened and resolutions, may be
considered and resolved or deemed to be passed without their involvement.
Rights available to holders of Notes of different Classes
In performing its duties and exercising its powers as representative of the Noteholders, the Noteholders
Representative will have regard to the interests of all of the Noteholders as a Class. Where there is a conflict
between the interests of the holders of one Class of Notes and the holders of another Class of Notes, the
Noteholders Representative will only have regard to the interests of the holders of the most Senior Class of
Notes in respect of which the conflict arises, subject as provided in the Intercreditor Agreement and the
Conditions. For these purposes, the interests of individual Noteholders will be disregarded and the
Noteholders Representative will determine interests viewing the holders of any particular Class of Notes as a
whole.
Prospective investors in more junior Classes of Notes should, therefore, be aware that conflicts with more
senior Classes of Notes will be resolved in favour of the latter Classes.
Risks relating to the deferral of interest on certain Classes of Notes
If, on any Notes Payment Date prior to delivery of a Notes Enforcement Notice, there are insufficient Interest
Available Funds available to the Issuer to pay accrued interest on any Class of Notes, other than accrued
interest on the most senior Class of Notes then outstanding, such failure to pay interest will not constitute a
Event of Default and the Issuer's liability to pay such accrued interest will be deferred until the earlier of (a)
the next following Notes Payment Date on which the Issuer has, in accordance with the relevant Priority of
Payments, sufficient funds available to pay such deferred amounts and (b) the date on which the relevant
Notes are due to be redeemed in full.
There is a risk that any deferred interest may not be paid to the relevant Noteholders on maturity of the Notes
(please see “Limited resources of funds to make payments under the Notes” and “The Issuer’s ability to meet
its payment obligations under the Notes will primarily depend upon the Borrower’s ability to meet its
payment obligations under the Loan Agreement”).
Related parties may purchase Notes
Related parties, including the Servicer, if applicable, or affiliates of a Borrower may purchase all or part of
one or more Classes of Notes. A purchase by the Servicer, if applicable, could cause a conflict between such
entity's duties pursuant to the Servicing Agreement and its interest as a holder of a Note, especially to the
extent that certain actions or events have a disproportionate effect on one or more Classes of Notes. The
Servicing Agreement provides that the Loan are required to be administered in accordance with the Servicing
Standard without regard to ownership of any Notes by the Primary Servicer or any Special Servicer, if
applicable, or any affiliate thereof
Appointment of substitute Servicer

30
The termination of the appointment of the Servicer under the Servicing Agreement will only be effective
once a substitute Servicer, as the case may be, has effectively been appointed (see “Description of the Notes
Transaction Documents - Key Terms of the Servicing Agreement” below). There can be no assurance that a
suitable substitute Servicer could be found who would be willing to service the Loan and the relevant
security at a commercially reasonable fee, or at all, on the terms of the Servicing Agreement (even though
such agreement provides for the fees payable to a substitute Servicer to be consistent with those payable
generally at that time for the provision of the relevant commercial mortgage administration services). In any
event, the ability of such substitute Servicer to perform such services fully would depend on the information
and records then available to it. The fees and expenses of a substitute Servicer performing services in this
way would be payable in priority to payment of interest under the Notes.
Conflicts between servicing entities and the Issuer
The Issuer has been advised by the Servicer that it intends to continue to service existing and new loans for
third parties and its own portfolio, including loans similar to the Loan, in the ordinary course of their
business. These loans may be in the same markets or have common owners, obligors and/or property
managers as the Loan and the Property Portfolio. Certain personnel of the Servicer, as applicable, may, on
behalf of the Servicer, as applicable, perform services with respect to the Loan at the same time as they are
performing services, on behalf of other persons or itself, with respect to other loans in the same markets as
the Property Portfolio securing the Loan. In such a case, the interests of the Servicer, as applicable, and its
affiliates and their other clients may differ from and compete with the interests of the Issuer and such
activities may adversely affect the amount and timing of collections on the Loan. Although the potential for a
conflict of interest exists in these circumstances, pursuant to the terms of the Servicing Agreement the
Servicer has agreed to act in accordance with the Servicing Standard which would require them to service
such loans without regard to such affiliation.
Change of counterparties
The parties to the Notes Transaction Documents who receive and hold monies or provide support to the
transaction pursuant to the terms of such documents (such as the Account Bank) are required to satisfy
certain criteria in order to remain a counterparty to the Issuer. These criteria may include requirements in
relation to the short-term and long-term unguaranteed and unsecured ratings ascribed to such party by the
Rating Agencies. If the party concerned ceases to satisfy the applicable criteria, including the ratings criteria
detailed above, then the rights and obligations of that party (including the right or obligation to receive
monies on behalf of the Issuer) may be required to be transferred to another entity which does satisfy the
applicable criteria. In these circumstances, the terms agreed with the replacement entity may not be as
favourable as those agreed with the original party pursuant to the relevant Notes Transaction Document and
the cost to the Issuer may therefore increase.
This may reduce amounts available to the Issuer to make payments of interest on the Notes. Furthermore, it
may not be possible to identify an entity with the requisite rating which will agree to act as a replacement
entity at all.
Risk factors and special considerations related to the Borrower, the Loan Agreement and the Loan
Security Documents
Borrower business – Ability of Borrower to meet its payment obligations
The Borrower's only material assets are the Property and the Leases and it will therefore have access to no
funds other than those generated through its ownership and letting of the Property. Apart from this, the
amount standing to the credit of the Borrower’s bank accounts and any interest earned by the Borrower in
respect of its bank accounts, the Borrower is not expected to have any other funds available to it to meet its
obligations under the Loan Agreement. In other words, the Borrower’s ability to discharge its obligations
under the Loan Agreement depends primarily on the timely and full receipt of the Rents, on the compliance

31
by the Tenants with all the terms and conditions of the Lease Agreements, and, at maturity of the Loan, on
the Borrower’s ability to sell or refinance the Property (in whole or in part).
In particular, a default of the Tenants on their obligation to pay the Rents would significantly impact on the
Borrower’s ability to meet its payment obligations under the Loan Agreement. The Borrower’s ability to
discharge its obligations will also depend on the level of its operating expenses, its tax liabilities and any
other liability that may arise in relation to any applicable laws and regulations with respect to the ownership
of the Property (see also “Risk factors and special considerations related to the Property” below). The
inadequacy of the cash flows and revenues received by the Borrower with respect to the liabilities and
obligations of the Tenants may cause a default of the Borrower under the terms of the Loan Agreement
which, in turn, may cause a default of the Issuer under the Notes.
Claw-back risks
Italian law includes avoidance provisions requiring the so-called “claw-back” that may give rise to the
revocation of grants of security interests and payments made by the debtor prior to the declaration of
bankruptcy, as summarised in “Selected Aspects of Italian law – Insolvency Proceedings – Bankruptcy
(fallimento).” In bankruptcy proceedings (fallimento), Italian bankruptcy law, as currently in force, provides
for a claw-back period ranging from six months to two years, depending, inter alia, on the date on which the
security is taken.
Late payment or non-payment of rent
Rental payments due under a Lease on or before the relevant Loan Payment Date may not be paid by the
tenant on the due date or at all. If any payment of Rent is not received from any tenant on or prior to the
immediately following Loan Payment Date and any resultant shortfall is not otherwise compensated for from
other resources, there may be insufficient cash available to the Borrower to make payments to the Issuer
under the Loan Agreement. The inadequacy of the cash flows and revenues received by the Borrower with
respect to the liabilities and obligations of the Tenants may cause a default of the Borrower under the terms
of the Loan Agreement which, in turn, may cause a default of the Issuer under the Notes.
Prepayment of the Loan
The Borrower is obliged, in certain circumstances, to prepay the Loan in whole or in part prior to the Loan
Final Maturity Date. These circumstances include, inter alia, (i) the disposal of all or part of the Property; (ii)
where the Property has been totally destroyed; (ii) where the Property has been damaged and and, as a
consequence of such damages, the Property Open Market Value decreases by more than 30% of the Initial
Property Open Market Value; and (iii) where the Property or a portion of the same has been subject to an
expropriation or appropriation or seizure or any analogous proceedings, and, as a consequence of such
expropriation or appropriation or seizure or any analogous proceedings the Property Open Market Value
decreases by more than 30% of the Initial Property Open Market Value. Certain of these events are beyond
the control of the Borrower and the Issuer (such as the destruction or damage of any Property or its
compulsory acquisition). In addition, the Borrower is permitted under the Loan Agreement (at its option but
subject to certain conditions) to prepay all or a minimum amount of Euro 2,000,000.00 of the Loan on any
date, subject to the payment of the relevant Break Costs. Any such prepayment may result in the Notes being
prepaid earlier than anticipated. See the section entitled “The Property Portfolio – Acquisition, Ownership,
Leases And Asset Management” below for more detail on permitted disposals of the Property.
The Borrower is also permitted, subject to the terms of the Loan Agreement, to prepay the Loan on the
occurrence of certain tax or regulatory events in relation to a lender (including the Issuer). Any such
prepayment in respect of the Loan may result in the Notes being redeemed earlier than anticipated.
Considerations relating to prepayments

32
The yield to maturity on the Notes will depend, to a large extent, upon the rate and timing of principal
payments on the Loan. For this purpose, principal prepayments include both voluntary prepayments, if
permitted, and involuntary prepayments, such as prepayments resulting from defaults and liquidations. If any
Class of Notes is purchased at a premium, and if payments and other collections of principal on the Loan
occur at a rate faster than anticipated at the time of the purchase and/or break or prepayment fees are
received by the Issuer and paid as principal on the Notes, then the weighted average period during which
interest earned on the Noteholders' investments may shorten and the actual yield to maturity on that Class of
Notes may be lower than assumed at the time of the purchase. If any Class of Notes is purchased at a
discount, and if payments and other collections of principal on the Loans occur at a rate slower than
anticipated at the time of the purchase, then the actual yield to maturity on that Class of Notes may be lower
than assumed at the time of the purchase. The investment performance of any Note may vary materially and
adversely from expectations due to the rate of payments and other collections of principal on the Loan being
faster or slower than anticipated. Accordingly, the actual yield may not be equal to the yield anticipated at
the time the Note was purchased, and the expected total return on investment may not be realised. A high
prepayment rate in respect of the Loan, and/or the prepayment of one Loan may result in a reduction in
interest receipts in respect of the Loan and, more particularly, could reduce the weighted average coupon
earned on the Loan Portfolio which may result in a shortfall in the monies available to be applied by the
Issuer in making payments of interest on the Notes, and will result in a shortfall in certain prepayment
scenarios. The prepayment risk will, in particular, be borne by the holders of the most junior Classes of
Notes then outstanding.
Withholding tax in respect of the Loan
Under current law, all payments made to the Issuer on the Loan by the Borrower can be made without
withholding or deduction for or on account of the Republic of Italy. In the event that any withholding or
deduction for or on account of such tax is required to be made following any change in law, the amount of
the payment will be increased to the extent necessary to ensure that, after that withholding or deduction has
been made, the Issuer receives a cash amount equal to that which it would have received had no such
withholding or deduction been required to be made. However, there is no corresponding obligation on the
tenant to increase rental payments under the Lease Agreements in these circumstances, and consequently the
Borrower may not have sufficient funds with which to make such additional payments to the Issuer. If the
Borrower is obliged to make such an increased payment to the Issuer, the Borrower has the option (but not
the obligation) to repay the outstanding Loan in full. If the Borrower does have sufficient funds and chooses
to repay the Loan, the Issuer will then be obliged to redeem the Notes in accordance with Condition 8.2
(Mandatory redemption) under the “Terms and Conditions of the Notes”. If the Borrower does not have
sufficient funds to enable it to make such increased payments to the Issuer, the Issuer may not have sufficient
funds to enable it to meet its payment obligations under the Notes and/or any other payment obligations
ranking in priority to, or pari passu with, the Notes.
Enforcement by Servicer and Special Servicer
If the Borrower defaults in its obligations in relation to the Loan or the Loan Security, the Servicer, or, if at
the relevant time the Loan is a Specially Serviced Loan, the Special Servicer will be required to determine
the best strategy for exercising the rights of the Issuer, in accordance with the Servicing Standard. These
determinations may, in certain circumstances, involve the Servicer or the Special Servicer declining or
deferring the commencement of formal enforcement proceedings. Instead, the Servicer or the Special
Servicer will be entitled to agree to waive or modify certain provisions of the Loan Finance Documents,
provided that (inter alia) to do so would be in accordance with the Servicing Standards and subject to
Condition 15.5 (Constituting the meeting and validity of the resolutions – Basic Term Modifications)). See
the section entitled “Key terms of the Servicing Agreement – Modifications, waivers, amendments and
consents” for further details as to the rights and obligations of the Servicer and the Special Servicer in

33
relation to the enforcement of the Loan Security and the modification and waiver of the provisions of the
Loan Finance Documents.
There will be no restrictions on either the Servicer or the Special Servicer preventing them from acquiring
Notes or servicing loans for third parties, including loans similar to the Loan. The properties securing any
such loans may be in the same market as the Property. Consequently, personnel of the Servicer or the Special
Servicer, as the case may be, may perform services on behalf of the Issuer with respect to the Loan at the
same time as they are performing services on behalf of other persons with respect to similar loans. Despite
the requirement on each of the Servicer and the Special Servicer to perform their respective servicing
obligations in accordance with the terms of the Servicing Agreement, such other servicing obligations may
pose inherent conflicts for the Servicer or the Special Servicer.
Italian Usury Law
The interest payments and other remuneration paid by the Borrower under the Loan are subject to Italian law
No. 108 of 7 March, 1996 (the Usury Law), which introduced legislation preventing lenders from applying
interest rates equal to or higher than rates (the Usury Rates) set every three months on the basis of a decree
issued by the Italian Ministry of Economy and Finance (the last of such decrees having been issued on
September 30, 2014). In addition, even where the applicable Usury Rates are not exceeded, interest and other
advantages and/or remuneration may be held to be usurious if: (i) they are disproportionate to the amount
lent (taking into account the specific situations of the transaction and the average rate usually applied for
similar transactions); and (ii) the person who paid or agreed to pay them was in financial and economic
difficulties. The provision of usurious interest, advantages or remuneration has the same consequences as
non-compliance with the Usury Rates.
If the Loan is found to contravene the Usury Regulations, the Borrower might be able to claim relief on any
interest previously paid and oblige the Issuer to accept a reduced rate of interest, or potentially no interest on
the Loan. In such cases, the ability of the Issuer to maintain scheduled payments of interest and principal on
the Notes may be adversely affected.
Refinancing risk
Unless previously repaid, the Borrower will be required to repay the Loan on the Loan Final Maturity Date.
The ability of the Borrower to repay the outstanding amount of the Loan on the Loan Final Maturity Date
will depend, among other things, upon its ability to find a lender willing to lend to the Borrower (secured
against some or all of the Property) sufficient funds to enable repayment of the Loan. If the Borrower cannot
find such a lender, then the Borrower may be forced in circumstances which may not be advantageous into
selling some or all of the Property in order to repay the Loan. Failure by the Borrower to refinance the Loan
or to sell the Property on or prior to the Loan Maturity Date may result in the Borrower failing to repay the
Loan in full on the Loan Final Maturity Date. In the event of such a default, the Noteholders, or the holders
of certain Classes of Notes, may receive by way of principal repayment an amount less than the then
Principal Amount Outstanding on their Notes and the Issuer may be unable to pay in full interest and other
amounts due on the Notes.
Borrower taxation
The Borrower is a company with limited liability (società a responsabilità limitata) operating in Italy and, as
such, is subject to: (i) Italian corporate income tax (IRES), currently applied at the rate of 27.5 per cent; and
(ii) Regional tax on productive activities (IRAP), currently applied at the rate of 3.5 per cent (such IRAP rate
may be increased to 3.9 per cent, with effects from 2014 included, by the financial law for 2015 – legge di
stabilità 2015 – which is currently discussed before the Italian Parliament). Under current Italian tax law,
rental income receivable by the Borrower constitutes taxable income for Italian corporation tax purposes, but
that repayments of principal amounts advanced to the Borrower under the Loan are not deductible for those
purposes. It is envisaged that the Borrower's rental income will fund the repayment of part of the principal

34
under the Loan, and so effectively part of the repayment of principal will be funded out of post-tax income of
the Borrower. Part of the rental income received by the Borrower may (depending on the availability to it of
any tax reliefs in respect of that income) therefore be required to be applied to discharge its corporation tax
liability, and thus not be available to it to make payments under the Loan. An increase in the IRES or IRAP
tax rates would adversely affect the Borrower’s ability to repay principal according to the expected
amortisation plans. There can be no assurance that tax law and practice will not change in a manner
(including, for example, a rise in the rate of IRES and or IRAP taxes, as indicated above) which would
adversely affect the amount of post-tax income of the Borrower and therefore affect the Borrower's ability to
make repayments under the Loan. If the Issuer does not receive all amounts due from the Borrower under the
Loan, the Issuer may not ultimately have sufficient funds to enable it to meet its payment obligations under
the Notes and/or any other payment obligations ranking in priority to, or pari passu with, the Notes.
Special purpose entity and related covenants
The Borrower was established on 20 November 2014 as a special purpose entity (SPE). The Loan
Agreement contains covenants that are generally designed to limit the activities and purposes of the
Borrower to owning the Property, making payments on the Loan and taking such other actions as may be
necessary to carry out the foregoing in order to reduce the risk that circumstances unrelated to the loan and
related properties result in the Borrower's bankruptcy. However, there can be no assurance that the Borrower
will comply with the SPE covenants and, even if all or most of such restrictions have been complied with by
the Borrower, there can be no assurance that the Borrower will not nonetheless become insolvent. However,
failure by the Borrower to comply with such covenants would (after the expiry of any applicable grace
period) lead to a Loan Event of Default. An insolvency of the Borrower (or any breach of any SPE covenant,
after the expiry of any applicable grace period) would result in a Loan Event of Default giving rise to a right
to accelerate the Loan and enforce the Loan Security. This could result in significant delays in the receipt by
the Issuer of payments under the Loan which could adversely affect its ability to make all payments due on
the Notes. See the section headed “The Borrower” on page 90 for more detail on the Borrower.
Rights of the Operating Advisor in relation to a Loan
The Operating Advisor, on behalf of the Controlling Class, will have the right to require the Issuer to replace
the person then acting as the Servicer and to be consulted in relation to certain actions with respect to the
servicing and enforcement of a Loan including, among other things, certain modifications, waivers and
amendments of that Loan, the release of any security and the release of the Borrower's obligations under the
relevant Loan Agreement. The Servicer will not be permitted to act upon any direction given by the
Operating Advisor, or to refrain from taking any action resulting from the consultation or approval rights of
the Operating Advisor, if so acting or refraining from acting would cause it to violate the Servicing Standard.
There can be no assurance that any advice provided by the Operating Advisor will ultimately maximise the
recoveries on a Loan. For further details of the Operating Advisor's consultation rights, see “Description of
the Notes Transaction Documents – Key Terms of the Servicing Agreement”. The Operating Advisor may act
solely in the interests of the Controlling Class.
Limitation of recoverability of legal fees in enforcement
There can be no assurance that the Issuer will be able to recover legal fees incurred or advanced by it or by
the Servicer on its behalf, in connection with the enforcement of a Loan or the relevant Loan Security from
the Borrower, in particular, to the extent that such legal fees exceed the statutory limits provided by law.
There can be no assurance that the legal fees relating to an enforcement of a Loan or the relevant Loan
Security will fall within the limitation of what can be charged to a debtor under applicable law. Any amounts
of legal fees in excess of such limitation could result in a shortfall in amounts that would otherwise be
available to pay interest in respect of, and redeem principal on, the Notes.
Other indebtedness of the Borrower

35
The Borrower may incur additional indebtedness in connection with owning the Property after the Closing
Date, the existence of which may adversely affect the financial viability of the Borrower. Additional debt
increases the possibility that the Borrower would lack the resources to repay the Loan and its other debt and,
in addition, the Borrower may have actual or contingent liabilities linked to its activities which may result in
the insolvency or administration of the Borrower.
In order to address these risks, the Loan Agreement restricts the right of the Borrower to incur additional
indebtedness except in certain circumstances (including payment for certain goods and services in the
ordinary course of business, subordinated debt, certain other existing debt of the Borrower and other
financial indebtedness up to a maximum of Euro 100,000 for the entire duration of the Loan Agreement).
There can be no assurance, however, that no such actual or contingent liabilities will exist in the future or
that the activities of the Borrower outside of the transaction will not lead to its being the subject of an
insolvency or administration order.
Risk factors and special considerations related to the Property
General real estate risks
In the event of a default by the Tenants under the Lease Agreements, the full recovery of amounts due
pursuant to the Loan Agreement will largely depend upon the value of the Property at the relevant time. The
value of the Property depends on several factors, including their proposed use and the manner in which the
Property are maintained. The current value of the Property in the absence of the Lease Agreements has been
estimated on the basis of alternative use and certain expenses and delays to occupancy related to
refurbishment and zoning conversions (see “Valuation” ). The value of the Property at a particular time will,
in part, depend upon the actual ability to use it for different purposes, as well as the actual expense and
delays related to conversion. The value of the Property could be materially adversely affected in the event
that the conversion of the Property into buildings suitable for alternative use is prohibited by zoning
restrictions, without prejudice to any legitimate functional change of use destination, or requires significant
investments. There can be no assurance that an alternative use for the Property will be found or that the
expenses related to refurbishment and zoning conversion will not further reduce the value of the Property
even if an alternative use is found. The value of the Property may be affected by changes in general and local
economic conditions such as an oversupply of space, a reduction in demand for commercial real estate in the
Milan city center, competition from other available space or increased operating costs. The value of the
Property may also be affected by such factors as political developments, government regulations and changes
in planning, zoning or tax laws, interest rate levels, inflation, the availability of financing and yields of
alternative investments.
Risks relating to commercial properties – Generally
Lending on, and taking security over, commercial properties is generally viewed as exposing a lender to
greater risk than lending on residential properties since the repayment of loans secured by income-producing
properties is typically dependent upon the successful operation of the related property. The only funds which
will be available to make payments under the Loan will be amounts received under the Leases, amounts
standing to the credit of the Borrower’s accounts and interests accrued thereon from time to time, certain
insurance proceeds, funds generated by disposals of the Property and any amounts generated by enforcement
of the security granted by the Borrower.
Real property investments are subject to varying degrees of risk. The value of, and/or income receivable
from, the Property may also be adversely affected by other factors including, but not limited to: (i) local
conditions such as an oversupply of space, a reduction in demand for retail real estate in the area where the
Property is located (in this very case, Milan city center); (ii) competition from other available space and
increased operating costs; (iii) political developments, changes in government regulations, planning or tax
laws or policies, interest rate levels, inflation, the availability of financing and yields of alternative

36
investments; (iv) national, regional and local economic conditions (which may be adversely affected by
business closures or slowdowns and other factors); (v) perceptions by prospective tenants, retailers and
shoppers of the safety, convenience, condition, services and attractiveness of the Property; (vi) the proximity,
attractiveness and availability of competing alternatives to the Property (if competing properties of a similar
type in the areas where the Property is located are built or refurbished); (vii) the willingness and ability of the
owners of the Property to provide capable management and adequate maintenance and any increase in the
capital expenditure needed to maintain the Property or make improvements to it; (viii) demographic factors,
location, consumer confidence, unemployment rates, consumer tastes and preferences; (ix) retroactive
changes to building or similar regulations and increases in operating expenses (such as energy costs); (x)
potential environmental legislation or liabilities or other legal liabilities; (xi) the availability of refinancing,
and change in interest rate levels or yields required by investors in income-producing commercial properties;
(xii) the age, construction quality and design of the Property (the adverse effects of poor construction quality
will increase over time in the form of increased maintenance and capital improvements needed to maintain
the Property - even good construction will deteriorate over time if adequate maintenance is not scheduled
and undertaken in a timely fashion); and (xiii) the quality of the tenants. In addition, the Property may not
readily be convertible to alternative uses if such were to become unprofitable for any of the above, or other
reasons, or if conversion was restricted by planning controls, the terms of a superior lease or other restriction
affecting the title to the Property. The conversion of commercial properties to alternate uses also generally
requires substantial capital expenditure so, if the Borrower becomes unable to meet its obligations on the
Loan, the sale value of any such Property may be substantially less, relative to the amount owing on the
Loan, than would be the case if such Property were readily adaptable to other uses.
Risks relating to commercial properties – Retail properties
Properties used and/or let for retail purposes are further subject to the following which could also affect a
Property's value and/or the rental income receivable from it: (i) competition from other retail spaces or the
construction of other retail space; (ii) competition from other forms of retailing outside a given property
market (such as mail order and catalogue selling, discount shopping centers and selling through the Internet),
which may reduce retailers' need for space at a given location (the continued growth of these alternative
forms of retailing could adversely affect the demand for space and, therefore, the rents collectable from retail
properties); and (iii) the quality of management and attractiveness of the Property and the surrounding
neighbourhood to tenants and their customers, the public perception of the level of safety in the area, access
to public transportation and major roads and the need to make major repairs or improvements to satisfy
major tenants. Such factors can sometimes result in rapid, substantial increases and decreases in rental and
valuation levels.
Restrictions on use of the Property
The use of the Property is controlled by a number of factors and, whilst none of these factors have to date
had a material effect on the use for the retail sale, they may adversely affect any alternative use for the
Property which in turn could affect the marketability of the Property on sale, re-letting or underletting, or
reduce the rental income receivable from the Property. The Property is subject to restrictions resulting from
conditions imposed by planning permissions or statutory agreements entered into with the relevant local
authority to secure the grant of a planning permission. Many of these restrict the use of the Property to the
retail activity. Depending on the actual change desired, it is likely that further planning permission would be
needed for any significant change of use for the Property. A number of planning permissions have associated
agreements which impose additional obligations on the owners and occupiers. Any breach of the planning
obligations could result in the obligations being enforced by an injunction or by the local authority entering
upon the land to carry out the works and recovering the costs from the owner or occupier. Such restriction
could adversely affect the Borrower's ability to repay the Loan or to pay interest and other amounts thereon
and in turn the Issuer's ability to pay principal, interest and other amounts due on the Notes.

37
Permits and licenses
A number of authorisations and permits such as certificates of fitness, building permits and fire prevention
certificates which are generally issued from local authorities on the basis of national, regional and local laws
are required with respect of the Property. There can be no guarantee that all licenses and permits will be
renewed upon expiry; if any of the licenses required to operate the Property are not renewed, or are revoked
by the administrative entity, the lack of any of the required licenses or permits may give rise to fines,
sanctions or even an order to stop operations, which may adversely affect the ability of the relevant Borrower
to meet its obligations under the Loan Agreement.
Environmental matters
In accordance with Italian law, the Borrower may be responsible for environmental liabilities in relation to
the Property in certain circumstances, because Italian environmental legislation imposes liability for clean-up
costs on the owner or occupier of land where the person who caused or knowingly permitted the pollution
cannot be found. Even if more than one person may have been responsible for the contamination, each
person covered by the relevant environmental law may be held responsible for all the clean-up costs
incurred. Therefore, liability may ultimately rest with the Borrower for the environmental matters discovered
at the Property. In addition, third parties may sue the Borrower for damages and costs resulting from
substances emanating from that site, and the presence of substances in the Property that could result in
personal injury or similar claims by private claimants. The costs associated with any clean-up or remediation
to be performed in connection to environmental liabilities affecting the Property could affect the cash flows
available to the Borrower to repay the Loan, which may affect the payment of interest or principal to
Noteholders. If an environmental liability is found to affect the Property and is not or cannot be remedied,
then the Property's value or marketability could be adversely affected.
Insurance
The Loan Agreement requires the Borrower to ensure that there is effected and maintained at all times,
insurance in respect of the Property against usual risks. There can be no assurance that any loss incurred will
be of a type covered by such insurance and will not exceed the limits of such insurance. The risks that the
Loan Agreement require to be covered include, but are not limited to, loss or damage caused by certain
specified events (including, inter alia, third party and public liability and act of terrorism risk) and such other
risks as a prudent property company carrying on the same or substantially similar business as the Borrower
would effect. There is a possibility of losses with respect to the Property for which insurance proceeds may
not be adequate or which may result from risks which are not covered by insurance, the effect of which were
not taken into account in preparing the cash flow analysis in respect of the Notes. As with all real estate, if
reconstruction (due to earthquake, fire or other casualty) or any major repair or improvements is required to
the property, changes in law and governmental regulations may be applicable and may materially affect the
cost to effect such reconstruction, major repair or improvement. As a result of the occurrence of any of these
events, the amounts realised with respect to the Property, and consequently the amounts available to make
payments on the Notes, could be substantially less than as set forth in the cash flow analysis.
Geographic concentration
The Property is one single building located in the city center of Milan (Italy). Repayments under the Loan
and the market value of the Property could be adversely affected by conditions in the property market where
the Property is located, acts of nature, for example floods or earthquakes (each of which may result in
uninsured losses), and other factors which are beyond the control of the Borrower. In addition, the
performance of the Property will be dependent upon the strength of the economy in Italy and in the
Lombardia region in which the Property is located.
Properties leased to a small number of tenants

38
Properties leased to a small number of tenants, like the Property, are also more susceptible to interruptions of
cash flow if a tenant breaches the terms of its lease or leases, or becomes insolvent. This is because: (i) the
financial effect of the absence of rental income may be more severe; (ii) more time may be required to re-
lease the space; and (iii) substantial capital costs may need to be incurred to meet the requirements of new
tenants.
Continued global instability (resulting from economic and/or political factors) may adversely affect the
Italian economy and thus influence the retail business of the Tenants. There is no guarantee that changes to
the infrastructure, demographics, planning regulations and economic circumstances relating to the areas
where the Property is located will not adversely affect the demand for products offered for sale by the
Tenants.
Reliance on Valuation Report
The Valuation was obtained around the time of the origination of the relevant Loan and there can be no
assurance that the market value of the Property will continue to equal or exceed such valuation. Valuation,
however, represent the analysis and opinion of qualified valuer and are not guarantees of present or future
value (one valuer may reach a different conclusion from a different valuer appraising the same property).
Furthermore, valuations seek to establish the amount which a typical third party buyer would pay for the
asset and, in certain cases, may have taken into consideration the purchase price paid by the Borrower. There
can be no assurance that the market value of the Property will continue to equal or exceed such valuations
nor, as the market value of the Property fluctuates, any assurance that this will remain equal to or greater
than the unpaid principal, accrued interest and other amounts due under the Loan Agreement nor, if the
Property is sold following an event of default under the Loan Agreement, any assurance that the net proceeds
of such sale will be sufficient to pay in full all amounts due under the Loan Agreement (and therefore the
amounts due under the Notes).
Property management
The Property is currently managed and will be managed by a property and asset manager as described in
“The Property Portfolio – Acquisition, Ownership, Leases And Asset Management”. The successful
operation of a property depends upon the property and asset manager's performance and the technical and
economic viability of the manager's capital preservation and improvement projects and leasing initiatives.
The property manager is generally responsible for responding to changes in the local market; planning and
implementing the rental structure; operating the property and providing building services; managing
operating expenses; and assuring that maintenance and capital improvements are carried out in a timely
fashion. The asset manager is responsible, in respect of the Property, for financial planning, preparing the
budget, business plan, capital expenditure plan and financial and fiscal compliance generally. Given the
number of Properties and the number of leases, the Property Portfolio requires intensive management, active
marketing and leasing, and a good relationship with tenants in order to maintain and enhance income,
minimise vacancy rates and also to ensure the Property Portfolio is kept in good order. The net cashflow
realised from and/or the residual value of the Properties may be affected by the performance of each property
and asset manager.
Compulsory purchase
Any property in Italy may be subject to a compulsory purchase order in connection with general utility
purposes at any time. If a compulsory purchase order is made regarding all or part of any of the Property,
compensation would be payable to the Borrower (as owner of the Property) on the basis of specific criteria
set out in applicable legislation. There can be no assurance that the amount of such compensation would at
least be equal to the value of the compulsory purchased Property. In addition, there is often a delay between
the completion of a compulsory purchase of a property and the date of payment of the statutory
compensation. Any such delay, or a payment of statutory compensation to the Borrower that is lower than the

39
value of the Property, could have an adverse impact on the ability of the Borrower to meet its obligations
under the Loan Agreement and, accordingly, the ability of the Issuer to meet its payment obligations under
the Notes.
FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET
RISKS ASSOCIATED WITH NOTES ISSUED IN THE CONTEXT OF THE SECURITISATION
Risks relating to the Notes
The Notes may not be suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor’s currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets;
(v) consider all of the risks of an investment in the Notes, including Notes with principal or interest
payable in one or more currencies, or where the currency for principal or interest payments is
different from the potential investor’s currency; and
(vi) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor’s overall investment portfolio.
The volatile economy and credit crisis may increase loan defaults and affect the value and liquidity of
the Notes
The global economy recently experienced a significant recession and many economies continue to
experience on-going volatility. Severe on-going disruption in the credit markets, including the general
absence of investor demand for and purchases of CMBS and other asset-backed securities and structured
financial products is still continuing. Conditions are volatile and economic growth may not be sustainable for
any specific period of time. A material worsening in economic conditions in the locations in which Property
is situated could increase tenant defaults at the Property within the Property Portfolio thereby adversely
affecting the amounts received by the Issuer under a Loan and consequently the amounts paid to
Noteholders. The lack of credit liquidity, decreases in both the sale and rental value of commercial
properties, lower occupancy rates and, in some instances, correspondingly higher lending rates have

40
prevented many commercial mortgage borrowers from refinancing their loans. These circumstances have
increased delinquency and default rates of securitised commercial mortgage loans, and may lead to
widespread commercial mortgage defaults. In addition, the declines in real estate values have resulted in
reduced borrower equity, hindering the ability of borrowers to refinance in an environment of increasingly
restrictive lending standards and giving them less incentive to cure delinquencies and avoid enforcement.
Higher loan-to-value ratios are likely to result in lower recoveries on foreclosure, and an increase in loss
severities above those that would have been realised had property values remained the same or continued to
increase. Defaults, delinquencies and losses have further decreased property values, thereby resulting in
additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property
values and further adverse effects on the perception of the value of CMBS. Many commercial mortgage
lenders have tightened their loan underwriting standards which has reduced the availability of mortgage
credit to prospective borrowers. These developments have contributed and may continue to contribute, to a
weakening in the commercial real estate market as these adjustments have, among other things, inhibited
refinancing and reduced the number of potential buyers of commercial real estate. The continued use or
further adjustment of these loan underwriting standards may contribute to further increases in delinquencies
and losses on commercial mortgage loans generally. The global markets have seen an increase in volatility
due to uncertainty surrounding the level and sustainability of sovereign debt of certain countries in the Euro-
Zone. There can be no assurance that this uncertainty will not lead to further disruption of the credit markets
in Europe. In addition, recently-enacted (and future) financial reform legislation in Europe could adversely
affect the availability of credit for commercial real estate.
The credit crisis and downturn in the real estate market have adversely affected the value of CMBS
The Property Portfolio consists in one single building. Accordingly, the Notes will be affected by market
trends which affect commercial mortgage-backed securities (CMBS) in general. Recent events in the real
estate and securitisation markets, and in the debt markets and the economy generally, have caused significant
dislocations, illiquidity and volatility in the markets for CMBS and securities backed by mortgages on
commercial properties as well as in the wider global financial markets.
In addition to credit factors directly affecting CMBS, the continuing fallout from a downturn in the
commercial mortgage-backed securities market and markets for other asset backed and structured products
has also affected the CMBS market by contributing to a decline in the market value and liquidity of
securitised investments such as CMBS. The deterioration of other structured products markets may continue
to adversely affect the value of CMBS. Even if CMBS are performing as anticipated, the value of such
CMBS in the secondary market may nevertheless decline as a result of deterioration in general market
conditions or in the market for other asset backed or structured products.
Rating of the Notes
The ratings assigned to the Notes (other than the Class X Notes which are not rated) are based among other
things, on the Rating Agencies’ determination of the value of the Property Portfolio, the reliability of the
payments on the Portfolios and the availability of credit enhancement. The ratings assigned by Fitch address
the likelihood of timely payment of interest and the ultimate repayment of principal on or before the Final
Maturity Date, not that such payments will be paid when expected or scheduled. The ratings assigned by
DBRS address the risk of default, being the risk that the Issuer will fail to satisfy its financial obligations in
accordance with the terms under which the Notes have been issued.
The ratings do not address, inter alia, the following:
− the possibility of the imposition of Italian or European withholding tax; or
− the marketability of the Notes, or any market price for the Notes; or
− whether an investment in the Notes is a suitable investment for a Noteholder.

41
Ratings are not a recommendation to buy, sell or hold any security. Ratings do not comment on the adequacy
of market price, the suitability of any security for a particular investor or the Tax-exempt nature or taxability
of payments made in respect of any security.
There can be no assurance that any such ratings will continue for any period of time or that they will not be
reviewed, revised, suspended or withdrawn entirely by any or all of the Rating Agencies as a result of
changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so
warrant. Any Rating Agency may reduce or withdraw its rating if, in the sole judgment of that Rating
Agency, the credit quality of the Notes has declined or is in question. If any rating assigned to the Notes is
reduced or withdrawn, the market value of the Notes may be affected.
Risks related to the Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
EU Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income (the EUSD), Member States are
required to provide to the tax authorities of other Member States details of certain payments of interest or
similar income paid or secured by a person established in a Member State to or for the benefit of an
individual resident in another Member State or certain limited types of entities established in another
Member State.
A number of non-EU countries, and certain dependent and associated territories of certain Member States,
have adopted similar measures (either provision of information or transitional withholding) in relation to
payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident
in a Member State or certain limited types of entity established in a Member State. In addition, the Member
States have entered into provision of information or transitional withholding arrangements with certain of
those dependent and associated territories in relation to payments made by a person in a Member State to, or
collected by such a person for, an individual resident or certain limited types of entity established in one of
those territories.
On 24 March 2014, the Council of the European Union adopted a Council Directive amending and
broadening the scope of the requirements described above. Member States are required to apply these new
requirements from 1 January 2017. The changes will expand the range of payments covered by the EUSD, in
particular to include additional types of income payable on securities. The EUSD will also be expanded to
cover the circumstances in which payments that indirectly benefit an individual resident in a Member State
must be reported. This approach will apply to payments made to, or secured for, persons, entities or legal
arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where
the person, entity or arrangement is established or effectively managed outside of the European Union.
For a transitional period, Luxembourg and Austria are required (unless during that period they elect
otherwise) to operate a withholding system in relation to such payments. The changes referred to above will
broaden the types of payments subject to withholding in those Member States which still operate a
withholding system when they are implemented. In April 2013, the Luxembourg Government announced its
intention to abolish the withholding system with effect from 1 January 2015, in favor of automatic
information exchange under the EUSD.
FATCA
All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws,
regulations and directives to which the Issuer, the Representative Noteholders or the Paying Agent or any
paying agent (as the case may be) may be subject, but without prejudice to the provisions of Condition 10.2
and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the
U.S. Internal Revenue Code of 1986 or otherwise imposed pursuant to Sections 1471 through 1474 of that

42
Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an
intergovernmental approach thereto (FATCA). Notwithstanding anything in Condition 10.2 to the contrary,
neither the Issuer nor any such Noteholders Representative or Paying Agent or any paying agent (as the case
may be) will be liable for any taxes or duties of whatever nature imposed or levied by FATCA or any
directives or agreements implementing FATCA.
Risks related to alternative characterisation of the Notes as an equity interest in the Issuer for US
federal income tax purposes
The characterisation of the Notes as debt or equity for United States federal income tax purposes depends on
many factors, including the form of such Note, the terms of such Notes and the debt-to-equity ratio of the
Issuer. Because the Issuer may not have substantial equity, there is a risk that the U.S. Internal Revenue
Service could assert that the Notes or any Class of Notes should be treated as an equity interest in the Issuer
(and, potentially as an interest in a passive foreign investment company (PFIC) or controlled foreign
corporation (CFC)) rather than as debt for United States federal income tax purposes. A Note that is treated
as an equity interest in a PFIC or CFC rather than a debt instrument for United States federal income tax
purposes would have certain timing and character consequences to a United States holder that would be
materially different from the consequences to such holder if the Note is treated as a debt instrument, and
could require certain elections and disclosures that would need to be made shortly after acquisition to
mitigate potentially adverse United States tax consequences. The Issuer and the Arrangers have not analysed
the potential U.S. tax treatment of the Notes or the potential U.S. tax consequences to noteholders of an
investment in the Notes. Potential noteholders subject to United States taxation should inform themselves
(and consult their tax advisors) as to the potential U.S. tax consequences of investing in the Notes.
The proposed financial transaction tax (FTT)
The European Commission has published a proposal for a Directive for a common FTT in Belgium,
Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating
Member States).
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances. Under current proposal the
FTT could apply in certain circumstances to persons both within and outside of the participating Member
States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial
institution, and at least one party is established in a participating Member State. A financial institution may
be, or be deemed to be, “established” in a participating Member State in a broad range of circumstances,
including (i) by transacting with a person established in a participating Member State or (ii) where the
financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT proposal remains subject to negotiation between the participating Member States. It may therefore
be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States
may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice
in relation to the FTT.
Regulation affecting investors in securitisations
In Europe, the U.S. and elsewhere there is increased political and regulatory scrutiny of the asset backed
securities industry. This has resulted in a number of measures for increased regulation which are currently at
various stages of implementation and which may have an adverse impact on the regulatory capital charge to
certain investors in securitisation exposures and/or the incentives for certain investors to hold asset-backed
securities, and may thereby affect the liquidity of such securities. Investors in the Notes are responsible for
analysing their own regulatory position and none of the Issuer, the Corporate Servicer, the Noteholders
Representative, the Account Bank, the Liquidity Facility Provider, the Arrangers, the Lead Manager, the

43
Servicer makes any representation to any prospective investor or purchaser of the Notes regarding the
regulatory capital treatment of their investment on the Issue Date or at any time in the future.
Investors should be aware of Articles 405-410 of the CRR and any implementing rules in relation to a
relevant jurisdiction, which applies in general to newly-issued securitisations after 31 December 2010.
Article 405(1) of the CRR restricts EU regulated credit institutions from investing in asset-backed securities
unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly
disclosed to the EU regulated credit institution that it will retain, on an on-going basis, a net economic
interest of not less than five per cent. in respect of certain specified credit risk tranches or asset exposures as
contemplated by Article 405(1). Article 406 also requires an EU regulated credit institution to be able to
demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the securitisation
notes it has acquired and the underlying exposures and that procedures are established for such due diligence
activities to be conducted on an on-going basis. Similar requirements to those set out in Articles 404-410 of
the CRR are expected to be implemented in the future for other EU regulated investors (such as, insurance
and reinsurance undertakings (pursuant to the Solvency II Directive (2009/138/EC) and have been
implemented for certain alternative investment fund managers (pursuant to the Alternative Investment Fund
Managers Regulation (EU No 231/2013)). Failure to comply with one or more of the requirements set out in
Articles 404-410 will result in the imposition of a penal capital charge with respect to the investment made in
the securitisation by the relevant investor. Articles 404-410 of the CRR apply in respect of the Notes.
Investors which are EU regulated credit institutions should therefore make themselves aware of the
requirements of Articles 404-410 in addition to any other regulatory requirements applicable to them with
respect to their investment in the Notes.
With respect to the commitment of Banca IMI to retain a five per cent. material net economic interest in the
securitisation and with respect to the information to be made available by the Issuer or another relevant
party, relevant investors are required independently to assess and determine the sufficiency of the
information described in this Prospectus, in any investor report and otherwise for the purposes of complying
with Articles 404-410 and none of the Issuer, the Borrower, the Corporate Servicer, the Originator, the
Noteholders Representative, the Account Bank, the Arrangers, the Lead Manager, the Servicer makes any
representation that the information described above is sufficient in all circumstances for such purposes.
Considerable uncertainty remains with respect to Articles 404-410 and it is not clear what will be required to
demonstrate compliance to national regulators. Certain details on specific aspects of the requirements and
what is or will be required for the relevant investors to demonstrate compliance to national regulators are
however included in the Commission Delegated Regulation (EU) No. 625/2014 of 13 March 2014,
supplementing CRR by way of regulatory technical standards specifying the requirements for investor,
sponsor, original lenders and originator institutions relating to exposures to transferred credit risk. Relevant
investors who are uncertain as to the requirements that will need to be complied with in order to avoid the
additional regulatory capital charges for non-compliance with Articles 404-410 should seek guidance from
their regulator.
In addition, implementation of and/or changes to the Basel II framework (Basel II) may affect the capital
requirements for and/or the liquidity of the Notes.
The Basel II framework is an international accord which while it is not itself binding on participating states
or institutions sets out benchmark regulatory capital rules for banks.
The Basel II framework has not been fully implemented in all participating countries. The implementation of
the framework in relevant jurisdictions may affect the risk-weighting of the Notes for investors who are, or
may become, subject to capital adequacy requirements that follow the framework.
It should also be noted that the Basel Committee has approved significant changes to the Basel II framework
(such changes being commonly referred to as Basel III), including new capital and a minimum leverage ratio

44
for credit institutions. In particular, the changes include among other things, new requirements for the capital
base held by credit institutions, measures to strengthen the capital requirements for counterparty credit
exposures arising from certain transactions and the introduction of a leverage ratio as well as short-term and
longer-term standards for funding liquidity (referred to as the Liquidity Coverage Ratio and the Net Stable
Funding Ratio). Member countries have been required to implement the new capital standards from January
2013, the new Liquidity Coverage Ratio from January 2015 and the Net Stable Funding Ratio from January
2018. The European authorities have indicated that they support the work of the Basel Committee on the
approved changes in general, and the European Commission's corresponding proposals to implement the
changes (through amendments to the Capital Requirements Directive) were published in July 2011 and came
into force on 1 January 2014. The Basel III framework has been substantially reflected in the EU legislation
by means of the recently agreed package consisting of the new Capital Requirements Directive (Directive
2013/36/EU; CRD IV) and CRR. The adoption of these measures will allow the set-up of a Single Rule book
which is the key tool in the EU to allow a level playing field, to contrast regulatory arbitrage and foster the
convergence of supervisory practices. CRD IV and the CRR were formally adopted by the European Council
on 20 June 2013 and published in the Official Journal on 27 June 2013. The CRR entered into application on
1 January 2014. CRD IV has been partially implemented in Italy through the Bank of Italy Circular No. 285
issued on 17 December 2013, while awaiting for the Italian Government to pass a Legislative Decree that
will implement in Italy those provisions of the Directive which have not been implemented yet. The
provisions required by CRR and CRD IV are expected to be fully implemented by 1 January 2019. The
changes approved by the Basel Committee may have an impact on the capital requirements in respect of the
Notes and/or on incentives to hold the Notes for investors that are subject to requirements that follow the
revised framework and, as a result, they may affect the liquidity and/or value of the Notes.
Investors should consult their own advisers as to the regulatory requirements in respect of the Notes and as to
the consequences to and effect on them of any changes to the Basel II framework (including the Basel III
changes described above) and the relevant implementing measures. No predictions can be made as to the
precise effects of such matters on any investor or otherwise.
Change of Law
The structure of the transaction and, inter alia, the issue of the Notes and the rating assigned to the Notes
(other than the Class X Notes) are based on Italian law, Tax and administrative practice in effect at the date
hereof, having due regard to the expected Tax treatment of all relevant entities under such law and practice.
No assurance can be given as to any possible change to Italian law, Tax or administrative practice after the
Issue Date.
Delisting of the Notes
Application has been made to the Central Bank of Ireland, as competent authority under the Prospectus
Directive as implemented in Ireland, for the Prospectus to be approved. Application has been made to the
Irish Stock Exchange for the Notes (other than the Class X Notes) to be admitted to the Official List and to
trading on the Main Securities Market. The Notes (other than the Class X Notes) may subsequently be
delisted despite the best efforts of the Issuer to maintain such listing and, although no assurance is made as to
the liquidity of the Notes as a result of listing, any delisting of the Notes may have a material effect on a
Noteholder’s ability to resell the Notes on the secondary market.
Risks related to the market generally
Set out below is a brief description of the principal market risks.
Absence of secondary market; Limited liquidity
Application has been made to the Central Bank of Ireland, as competent authority under the Prospectus
Directive as implemented in Ireland, for the Prospectus to be approved. Application has been made to the

45
Irish Stock Exchange for the Notes (other than the Class X Notes) to be admitted to the Official List and to
trading on the Main Securities Market. However, if granted, there can be no assurance that a secondary
market in the Notes will develop or, if it does develop, that it will provide Noteholders with liquidity of
investment, or that it will continue for the life of the Notes. Consequently, any purchaser of the Notes must
be prepared to hold such Notes for an indefinite period of time or until final redemption or maturity of such
Notes. Lack of liquidity could result in a significant reduction in the market value of the Notes.
In addition, the market value of the Notes may fluctuate with changes in prevailing rates of interest and the
performance of the Loans. Consequently, any sale of Notes by Noteholders in any secondary market which
may develop may be at a discount to the original purchase price of those Notes.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in Euro. This presents certain risks relating to
currency conversions if an investor’s financial activities are denominated principally in a currency or
currency unit (the Investor’s Currency) other than Euro. These include the risk that exchange rates may
significantly change (including changes due to devaluation of Euro or revaluation of the Investor’s Currency)
and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange
controls. An appreciation in the value of the Investor’s Currency relative to Euro would decrease (i) the
Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency equivalent value of the
principal payable on the Notes and (iii) the Investor’s Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.

46
 DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the documents incorporated by reference
set out in the table below. The following documents which have previously been published and have been
filed with the Irish Stock Exchange and the Central Bank of Ireland, shall be deemed to be incorporated in,
and to form part of, this Prospectus:
Valuation
The Valuation (entire document) referred to in “The Valuation” is incorporated by reference via the website
http://www.ise.ie/debt_documents/Tibet%20-%20Valuation%20Report%20-
Building%20via%20Monte%20Napoleone_Final_08a8dfa3-d49c-43fb-a72c-
e770b3b8c802.PDF?v=15112014

WEBSITES

Other than the information in the websites listed above under “Documents incorporated by Reference”,
websites referred to in this Prospectus do not form part of this Prospectus.

47
 THE PROPERTY PORTFOLIO – ACQUISITION, OWNERSHIP, LEASES AND ASSET
MANAGEMENT

THE PROPERTY
The Property is one single building located in Milan, Via Montenapoleone no. 12, and it is composed by one
underground floor and five floors above ground. More precisely, the Property is located in the historical zone
(“Nuclei di Antica Formazione”) of the general zoning plan of the Municipality of Milan, where the carrying
out of stores, offices and warehouses areas is allowed.
The Property is identified, before the NCEU of Milan, under Sheet no.351, Map. no. 236, Subs no. 729, 731,
736, 737, 738, 739, 741, 742 and 743 and the intended uses are the following; shop stores (C/1 and D/8
cadastral classification), apartments (A/1 cadastral classification), stockrooms (C/2 cadastral classification)
and electrical substation (D/1 cadastral classification).The Property has been evaluated by DTZ International
Limited. See “Valuation Disclaimer”, “Documents incorporated by reference” and “The Valuation”.
ACQUISITION AND OWNERSHIP OF THE PROPERTY
The Property is transferred from “Fondo Platone – Fondo comune di investimento immobiliare speculativo
di tipo chiuso riservato a investitori qualificati” to “Montenapoleone Retail S.r.l.” by means of a deed of
contribution dated 3 December 2014. Fondo Platone owned the Property by virtue of a sale and purchase
agreement executed on 11 December 2006, between Luxury Goods Italia S.p.A. and Finanziaria
Internazionale Alternative Investment SGR S.p.A., entered into before Notary Public Luciano Severini,
Notary in Milan, ref. No. 180672/23676. The purchase price was equal to Euro 180,000,000 plus VAT.
HISTORICAL LIENS
The Property is subject to the indirect historical lien imposed by means of a decree of the Italian Ministry of
Heritage and Cultural Activities (MIBAC) registered in the Land Register on 25 October 1952, ref. No.
29329/25486. Such decree provides that every building project concerning the Property must be approved by
the competent Soprintendenza of the MIBAC. The Property is not affected by direct lien but is subject to
article 45 of Legislative Decree No. 42/2004, whereby “the MIBAC is entitled to prescribe distances,
measures and other rules in order to prevent cultural goods from any activity that may jeopardize the
integrity of it, or may damage the light or the prospect of it, or may change its environment and décor
conditions”.
ZONING AND PLANNING
The Property is located in an historical zone (Nuclei di antica formazione) where the carrying out of stores,
apartments and warehouses areas is allowed.
BUILDING TITLES

The Property has been realized before 1967 and then modified pursuant to several building titles, concerning
inter alia enlargements and variations of the intended use of the gross floor area. The actual intended use of
the Property and the compliance with the authorised projects has been verified by a technical advisor as a
condition precedent to the disbursement of the Loan.
OCCUPANCY CERTIFICATES AND FIRE PREVENTION CERTIFICATES
Before a building can be actually used, the owner must apply with the Municipality for the occupancy
certificate (certificate di agibilità), attesting the safety, hygiene, healthiness, energy saving compliance of the
building. The following certificates have been issued in respect of the Property:
(i) occupancy certificate issued by the Municipality on 30 December 1948/6 July 1949;
(ii) occupancy certificates No. 7274, 7275, 7278 and 7282 dated 15 December 2000.

48
So far as the Issuer is aware, based on the information available to it:
 the above described occupancy certificates are still valid with reference to the present “occupancy”
characteristics of the Property; and

 the Property complies with the applicable fire prevention provisions due to the fire prevention
certificate issued on 5 December 2012 by the competent fire brigade (CPI No. 23737 that allowed
the activity “69.3.c”, i.e. store having a surface higher than 1500 sqm – “locali di esposizione e/o
vendita, ingrosso e/o dettaglio, superiori a 1500 mq”).
LEASES OF THE PROPERTY
The Property is partially leased to high luxury retailers (first underground floor, plus ground, first, and
second floor); the third and fourth floors shall be dedicated to suites for the adjacent Four Season Hotel of
Milan. The high luxury retailers are Dior, Burberry, Hermes, and Marni.
The leases of high luxury retailers (no. 4 retailers) are described herein below:
(i) Dior: lease signed on 13 June 2011, and then amended on 2 May 2012 with a 6 years term starting
from 1 May 2012, up to 30 April 2018. The lease is automatically renewable for further 6 years
unless terminated by each party with a 12-month period notice. The rent annual adjustment is in the
percentage of the 75% of the variations of the “consumers’ price index” for workers and employees’
families, determined by ISTAT. The ordinary maintenance and the extraordinary maintenance of the
portions of the Property modified by the relevant tenant are in charge of the same tenant, otherwise
the extraordinary maintenance - with the exception extraordinary maintenance of the portions of the
Property modified by same tenant - is in charge of the landlord. A first demand bank guarantee
(issued by Intesa San Paolo on 20 November, 2014) has been delivered by Dior to Fondo Platone in
order to guarantee the correct fulfilment of tenant’s obligations under the lease agreement. Such
guarantee has been issued for a maximum amount of Euro 728,950.00 and will be valid up to 29
February 2016 and will be renewed every 15 months thereafter. With the exception of the sub-lease
or transfer in favour of companies of the “Gruppo Christian Dior S.A.” it is expressly excluded the
right of the tenant to sub-lease the property or transfer the lease agreement to a third party;
(ii) Burberry: lease signed on 1 February 2012, and then amended on 27 May 2014) with a 6 years term
starting from 1 February 2012, up to 31 January 2018. The lease is automatically renewable for
further 6 years unless terminated by each party with a 12-month period notice. The rent annual
adjustment is in the percentage of the 75% of the variations of the “consumers’ price index” for
workers and employees’ families, determined by ISTAT. The ordinary maintenance and the
extraordinary maintenance of the portions of the Property modified by the relevant tenant are in
charge of the same tenant, otherwise the extraordinary maintenance - with the exception
extraordinary maintenance of the portions of the Property modified by same tenant - is in charge of
the landlord. A first demand bank guarantee (issued by Banca Popolare di Milano on 2 February,
2011) has been delivered by Burberry to Fondo Platone in order to guarantee the correct fulfilment
of tenant’s obligations under the lease agreement. Such guarantee has been issued for a maximum
amount of Euro 1,900,000.00 and will be valid up to 1 June, 2018. With the exception of the sub-
lease or transfer in favour of companies of the “Gruppo Burberry” it is expressly excluded the right
of the tenant to sub-lease the property or transfer the lease agreement to a third party;
(iii) Hermes: lease signed on 11 September 2012, and then amended on 22 April 2013 in order to lease,
also, the office portion) with a 9 years term starting from 16 October 2012, up to 15 October 2021.
The lease is automatically renewable for further 6 years unless terminated by each party with a 12-
month period notice. The rent annual adjustment is in the percentage of the 75% of the variations of
the “consumers’ price index” for workers and employees’ families, determined by ISTAT. The

49
 ordinary maintenance and the extraordinary maintenance of the portions of the Property modified by
the relevant tenant are in charge of the same tenant, otherwise the extraordinary maintenance - with
the exception extraordinary maintenance of the portions of the Property modified by same tenant - is
in charge of the landlord. A first demand bank guarantee (issued by Intesa San Paolo on 27 May,
2013) has been delivered by Hermes to Fondo Platone in order to guarantee the correct fulfilment of
tenant’s obligations under the lease agreement. Such guarantee has been issued for a maximum
amount of Euro 1,133750.00 and will be valid up to 16 February, 2022. With the exception of the
sub-lease or transfer in favour of companies of the “Gruppo Hermes” it is expressly excluded the
right of the tenant to sub-lease the property or transfer the lease agreement to a third party;
(iv) Marni: lease signed on 15 July 2014, with a 6 years term starting from 1 November 2014, up to 31
October 2020. The lease is automatically renewable for further 6 years unless terminated by each
party with a 12-month period notice. The rent annual adjustment is in the percentage of the 75% of
the variations of the “consumers’ price index” for workers and employees’ families, determined by
ISTAT. The ordinary maintenance and the extraordinary maintenance of the portions of the Property
modified by the relevant tenant are in charge of the same tenant, otherwise the extraordinary
maintenance - with the exception extraordinary maintenance of the portions of the Property modified
by same tenant - is in charge of the landlord. Marni has undertaken to deliver a first demand bank
guarantee for a maximum amount equal to Euro 610,000.00. With the exception of the sub-lease or
transfer in favour of companies of the “Gruppo OTB S.p.A.” it is expressly excluded the right of the
tenant to sub-lease the property or transfer the lease agreement to a third party.
With reference to the lease for the hotel use, the first duration period is up to 31 December 2023 and it is
automatically renewable for further 9 years unless terminated by each party with a 18-month period notice.
At the end of the second 9-years period, the lease agreement shall be considered as terminated and the tenant
shall have the option to enter into a new lease agreement for a further 9-years period. The annual rent is
equal to Euro 500,000.00 (plus VAT) to be paid on quarterly basis (anticipated instalments) and, in addition,
it is provided – starting from the 1 January 2016 - an annual adjustment in the percentage of 100% of the
variations of the “consumers’ price index” for workers and employees’ families, determined by ISTAT.
LITIGATION
Based on the representations given by the Borrower and the Originator, the Issuer is not aware of any
litigation pending or threatened in respect of the Property or any of the leases.
ASSET MANAGEMENT OF THE PROPERTY
A property and asset management agreement is entered between Montenapoleone Retail S.r.l., and SERVIZI
Tecnici S.r.l. (as asset manager). The agreement has a 3 years duration and it is automatically renewable for
a further 3 years period unless terminated with a 3 months period notice. The asset manager has to provide
specific property and asset management services (e.g. collecting documentation concerning the Property,
maintenance program scheduling, assistance in relation with the lease agreements, administrative services,
etc) concerning the Property. The annual consideration for the carrying out of the services is Euro
500,000.00 to be paid only after the completion of some Montenapoleone Retail S.r.l.’s obligations under the
Loan Agreement (as defined herein below).
For further information on the Property, see the “Valuation” incorporated by reference hereto.

50
 THE LOAN PORTFOLIO
THE LOAN AGREEMENT
A. The Loan Agreement – Overview
A €203,000,000.00 loan facility was made available by Banca IMI S.p.A. as original lender (the Original
Lender) pursuant to a Loan agreement dated 3 December 2014 and amended by the deed of amendment
dated 17 December 2014 (the Loan Agreement), to Montenapoleone Retail S.r.l. as borrower (the
Borrower).
On 3 December 2014 (the Utilisation Date) the Borrower borrowed Euro 203,000,000.00 under the Loan
Agreement (the Loan). The Loan was applied by the Borrower in order to (a) fully repay the Existing Loan
up to an amount equal to Euro 168,848,796.10, (b) partially pay the Closing Costs up to an amount equal to
Euro 5,364,168.46, and (c) general corporate purpose up to an amount equal to Euro 28,787,035.44.
B. Main Terms of the Loan Agreement
The Loan is documented in the Loan Agreement which is governed by Italian law. A summary of the
principal terms of the Loan Agreement is set out below. The Loan Agreement provides for the appointment
of Banca IMI S.p.A. as Loan agent on behalf of the lenders under the Loan Agreement and the related
Security Documents.
Definitions relevant for the purposes of the Loan Agreement
For the purposes of the Loan Agreement:
Asset and Property Management Agreement means the management agreement relating to the Property
entered into by and between the Borrower and the Property Manager on the Utilisation Date providing (i) for
a maximum fee to be paid to the Property Manager not higher than Euro 500,000.00 and (ii) that all the
payments due by the Borrower to the Property Manager are subordinated to all payments due by the
Borrower to the Finance Parties under the Finance Documents unless otherwise provided under the Loan
Agreement as better described under the section headed “The Borrower Accounts” of this Prospectus, to be
delivered by the Borrower to the Loan Agent.
Assignment has the meaning ascribed to this term under the section headed “Change to the Parties”.
Auditing Company means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche.
Borrower means Montenapoleone Retail S.r.l., with registered office in Milan, Via Borgonuovo 2, quota
capital equal to Euro 10,000,00, enrolled in the Registry of Enterprises of Milan with number
0884439000963.
Borrower Accounts means the bank accounts described below, under the section related to the borrower
accounts.
Borrower’s Quota Contribution means the contribution to HoldCo of the entire quota representing 100%
of the corporate capital of the Borrower made by the Sponsor.
Break Costs means the amount (if any) that any Finance Party is entitled to receive pursuant to the
provisions of the Loan Agreement as indemnity in case any amount due under the Loan Agreement is paid
on a date other than an Interest Payment Date, calculated by the Lender as follows:
(i) the interest which the Lender would have received under the Loan Agreement for the period from
the date of receipt of the payment to the last day of the applicable Interest Period if the amount paid
had been paid on the last day of that Interest Period; less
(ii) the interest which the Lender would be able to obtain by placing an amount equal to the amount
received by it on deposit with a leading bank in the Eurozone Interbank Market for such period.

51
Business Day means a day (other than Sunday or Saturday) on which commercial banks and foreign
exchange markets settle payments and are open for general business (including dealing in foreign exchange
and foreign exchange and foreign currency deposits) in Milan and on which TARGET 2 (the Trans-European
Automated Real-Time Gross Settlement Express Transfer system) is open for payments in Euro.
Change of Control means the occurrence of any of the following events:
(i) starting from the Signing Date until the date of effectiveness of the Borrower’s Quota Contribution
(if completed), the Sponsor ceases to own, directly or indirectly, a participation representing 100% of
the capital of the Borrower; and/or
(ii) after the incorporation of HoldCo (if incorporated) and completion of the Borrower’s Quota
Contribution (if completed), Mr. Giuseppe Statuto ceases to own directly or indirectly a participation
representing 100% of the capital of HoldCo; and/or
(iii) after the incorporation of HoldCo (if incorporated) and completion of the Borrower’s Quota
Contribution (if completed), HoldCo ceases to own directly a participation representing 100% of the
capital of the Borrower; and/or
(iv) starting from the Signing Date until the date of effectiveness of the Borrower’s Quota Contribution
(if completed), Mr. Giuseppe Statuto ceases to own directly a participation representing 100% of the
capital of the Sponsor.
Capital Increase means the capital increase of the Borrower of Euro 1.990.000,00.
Code means the US Internal Revenue Code of 1986.
Collateral Account means the bank account designated as “Collateral Account” opened by the Borrower
with the Depositary Bank.
Closing Costs means the fees, costs and expenses incurred or to be incurred by the Borrower in connection
with the entry into and execution of the Finance Documents, including (i) the Imposta Sostitutiva, (ii) the
fees payable by the Borrower on the Utilisation Date to the MLA under the relevant Fee Letter and (iii) the
first instalment of the fee payable by the Borrower on the Utilisation Date, to the Loan Agent under the
relevant Fee Letter and (iv) the legal and notarial costs relating to the negotiation, preparation and execution
of the Transaction Documents, and (v) the up-front costs of the Hedging Agreements for an aggregate
amount equal to Euro 5,364,168.46.
Commitment means Euro 203,000,000.00 (two hundred three million/00).
Companies, and each a Company, means, collectively, the Borrower, the Sponsor and, after completion of
the Borrower’s Quota Contribution (if completed), HoldCo; provided, however that if, after completion of
the Borrower’s Quota Contribution, Mr Giuseppe Statuto will result to be the direct owner of the entire
corporate capital of HoldCo, such term shall no longer include the Sponsor.
CSA means the Credit Support Annex to the 1992 Schedule to the ISDA Master Agreement relating to the
Hedging Agreement.
Deed of Assignment of Contracts Receivables and Hedging Agreement means the deed of assignment of
receivables by way of security in agreed form (“atto di cessione di crediti in garanzia”) to be entered into on
the Utilisation Date among the Borrower, the Loan Agent and the Original Lender in relation to the rights
arising from the Reports (other than the Legal Report, the Original Appraisal and the Notarial Report), the
Insurance Policy and the Hedging Agreement as security for the obligations of the Borrower under the Loan
Agreement.
Deed of Assignment of Lease Receivables and of the Related Securities means the deed of assignment of
receivables (doing with the relevant securities and/or guarantees) by way of security in agreed form (“atto di

52
cessione di crediti in garanzia”) in agreed form to be entered into on the Utilisation Date among the
Borrower, the Loan Agent and the Original Lender in relation to the receivables arising from the Lease
Agreements (including but not limited to the Rental Incomes and any damage, compensation, indemnity,
penalty, any sum payable under any guarantee or agreements having similar purposes, as well as any amount
received by the Borrower as indemnity for loss of rent under any insurance policy in relation to the Property)
and any security and/or guarantee rights attaching thereto as security for the obligations of the Borrower
under the Loan Agreement.
Deed of Contribution and Assumption (AUtilisationtto di Conferimento ed Accollo) means the deed
entered into on or before the Signing Date between the Borrower and Platone Fund pursuant to which, inter
alia, (i) the SGR on behalf of Platone Fund has made the Contribution; and (ii) the Borrower, as accollante,
has assumed all the existing indebtedness of SGR on behalf of Platone Fund as accollato, under the Existing
Loan for a total amount equal to Euro 168,848,796.10.
Deed of Mortgage means the deed of mortgage in agreed form to be entered into on the Utilisation Date
among the Borrower, the Loan Agent and the Original Lender as security for the obligations of the Borrower
under the Loan Agreement.
Deed of Release means each of the deed of release of the Existing Securities to be executed by the Existing
Lenders on the Utilization Date.
Depositary Bank means BNP Securities Services – Milan Branch or any other depositary bank appointed
pursuant to the Loan Agreement.
Enforcement means the service of a notice by the Loan Agent on the Borrower of acceleration or
termination of or withdrawal from the Loan Agreement following occurrence of an event of default.
Environmental Reports means the environmental report (included in the Technical Report) specifically
relating to environmental issues prepared before the Signing Date in relation to the Property by Yard Valtech
and summarizing the outcome of the inspections and checks carried out on the Property by qualified
technical experts, along with the relevant reliance letter issued in favour of the Lenders.
EURIBOR means for any Interest Period in relation to the Loan or any amount due and not paid:
(a) the applicable Screen Rate; or
(b) if no Screen Rate is available for that Interest Period of that Loan or overdue amount, the
Interpolated Screen Rate for that Loan; or
(c) if (i) no Screen Rate is available for the Interest Period of that Loan or overdue amount; and (ii) it is
not possible to calculate an Interpolated Screen Rate for that Loan or overdue amount, the Reference
Bank rate,
as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Rate Fixing Day for Euro and
for a period equal in length to that Interest Period of Loan and, if any such rate is below zero, EURIBOR will
be deemed to be zero.
Excess Cash means the amount standing to the credit of the Payment Account after payments made pursuant
to the Loan Agreement.
Existing Loan means the Euro 212,907,470.00 loan granted to Platone Fund by the Existing Lenders
pursuant to a certain facility agreement entered into on May 2, 2007, as amended on June 8, 2010, January
10, 2013, August 8, 2013 and December 3, 2014 in order to partially finance payment of the purchase price
of the Property which outstanding indebtedness (for principal, accrued and/or capitalized interests, fees and
related costs and expenses), as of today, is equal to approximately Euro 168,848,796.10 assumed, by means
of the Deed of Contribution and Assumption, by the Borrower.

53
Existing Securities means (i) the Existing Mortgage, (ii) a certain assignment of receivables by way of
security (including the receivables arising from the Lease Agreements - other than the Regent SNC Lease
Agreements) entered into on May 2, 2007 by and between the SGR on behalf of Platone Fund, as assignor,
and the Existing Lenders as secured creditors and (iii) the pledge over the Platone Fund’s bank accounts
created on May, 2 2007 by and between the Platone Fund, as pledgor, and the Existing Lenders, as secured
creditors .
Fee Letters mean (i) the arrangement fee letter entered on or about the date hereof between the MLA and the
Borrower and (ii) the agency fee letter entered on or about the date hereof between the Loan Agent and the
Borrower.
Final Maturity Date means 3 December, 2019.
Finance Documents means:
(a) the Loan Agreement;
(b) the Hedging Agreement;
(c) the Security Documents;
(d) the disbursement deed (Atto di Quietanza);
(e) the Fee Letters;
(f) each Compliance Certificate; and
(g) any other documents designated in writing as such by the Loan Agent and the Borrower;
Finance Parties means the MLA, the Loan Agent and the Lender.
Hedging Agreement means any cap, swap, collar or floor agreement having a similar effect or any
combination of such agreements entered into between the Borrower and the Hedging Counterparty on the
Utilisation Date for the hedging of 100% as specified under the section describing the Hedging Agreement
below.
Hedging Agreement Costs means any cost incurred or to be incurred and/or any payment effected or to be
effected by or to the Hedging Counterparty or any successors thereof in relation to an early termination in
connection to the Hedging Agreements.
Hedging Counterparty means Banca IMI S.p.A. or any financial institution having a rating at least equal to
the relevant Requisite Rating which enters into a Hedging Agreement with the Borrower.
HoldCo means a newly incorporated company (which the Sponsor has the faculty, but not the obligation, to
incorporate during the term of the Loan Agreement and into which the Sponsor has the faculty, but not the
obligation, to make the Borrower’s Quota Contribution) whose share capital will be entirely owned by the
Sponsor or by Mr. Giuseppe Statuto.
Independent Appraiser means (i) DTZ International Limited; or (ii) another independent appraiser to be
selected in accordance with the Loan Agreement.
Insolvency Proceeding (a) means any proceeding or corporate resolution or filing or order pertaining to any
company or corporation: (i) concerning its voluntary or involuntary liquidation (other than on a solvent
basis), bankruptcy, insolvency, winding-up, dissolution, reorganisation, moratorium, composition or other
relief with respect to it or its debts; or (ii) aimed at seeking appointment of, or taking possession by, a
receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its
assets; or (iii) relating to arrangement with creditors (concordato preventivo), adjustment of creditors' claims
(concordato fallimentare), forced administrative liquidation (liquidazione coatta amministrativa)
extraordinary administration of large companies in difficulty or in insolvency (amministrazione

54
straordinaria delle grandi imprese in stato di insolvenza) or assignment for the benefit of creditors including
but not limited to any recovery plan (piano di risanamento) or accordo di ristrutturazione di debiti under
article 67 or 182-bis of Italian Bankruptcy Law (Law 267/1942) or similar proceedings, and (b) shall be
construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which
such company or corporation is incorporated or any jurisdiction in which such company or corporation
carries on business.
Insurance Policy means (a) the insurance policy relating to the Property no. 950N4259 issued by Zurich
Insurance Plc to be delivered by the Borrower to the Loan Agent and (b) each insurance policy relating to the
Property issued in compliance with the Loan Agreement.
Interest Payment Date means January 20, April 20, July 20 and October 20, of each year.
Interpolated Screen Rate means, in relation to EURIBOR for a Loan, the rate (rounded to the same number
of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis
between:
(i) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is
less than the Interest Period of the Loan; and
(ii) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the Interest Period of the Loan,
each as of the Specified Time on the Rate Fixing Day for Euros.
Lease Agreements means the lease agreement entered into by and between the Borrower, as lessee, and:
(a) Burberry Italy Retail Limited (signed on 1 February 2012, and then amended on 27 May 2014) with
a 6 years term starting from 1 February 2012, up to 31 January 2018;
(b) Christian Dior Italia S.r.l. (signed on 13 June 2011, and then amended on 2 May 2012) with a 6 years
term starting from 1 May 2012, up to 30 April 2018;
(c) Hermes Italie S.p.A. (signed on 11 September 2012, and then amended on 22 April 2013 in order to
lease, also, the office portion) with a 9 years term starting from 16 October 2012, up to 15 October
2021;
(d) Marni Group S.r.l. (signed on 15 July 2014) with a 6 years term starting from 1 November 2014, up
to 31 October 2020;
(e) Regent Property S.n.c. (signed on December 2014) with a 9 years + 1 month term starting from 1
December 2014, up to 31 December 2023; and
(f) any other lease agreement which may be executed from time to time by the Borrower in respect of
the Property in compliance with the terms of the Loan Agreement.
Legal Report means the legal due diligence report issued by Legance Avvocati Associati.
Lender means the Original Lender and any other bank, financial institution, financial intermediary or,
without limitation, any company incorporated pursuant to Law 30 April 1999, n. 130, which becomes a party
of the Loan Agreement or to whom the Original Lender assigns, in whole but not in part, the receivables
deriving from the Finance Documents, in any case pursuant to the terms and conditions set forth by the Loan
Agreement.
Loan means the Loan, denominated in Euro up to a maximum amount of Euro 203,000,000.00 (two hundred
three million/00) granted by the Original Lender to the Borrower pursuant to the Loan Agreement.
Loan Agent means Banca IMI S.p.A. and the relevant successor, assignee or transferee.

55
Loan Agreement means the Loan agreement executed by the Borrower and the Original Lender on 3
December, 2014 as amended by the deed of amendment dated 17 December 2014.
Mandated Lead Arranger or MLA means Banca IMI S.p.A.
Margin is equal to 4% per annum in relation to the Loan.
Mortgage means the first ranking mortgage (ipoteca di primo grado) to be created over the Property
pursuant to the Deed of Mortgage.
Notarial Report means:
(a) the notarial report (“relazione preliminare”) delivered to the Loan Agent on the Signing Date
evidencing that, as of a date which is not earlier than 2 Business Days before the Signing Date, (i)
the Borrower duly owns the Property, and (ii) that such Property is free from any Security Interest
(including tracrizioni od iscrizioni pregiudizievoli) other than the Existing Securities, and
(b) up to date notarial report (“relazione definitiva”) as of a date which is not later than 2 Business Days
following the Utilization Date, to be delivered to the Loan Agent as condition subsequent.

Operational Account means the account designated as such, IBAN IT 55 B 03479 01600 000800994600,
opened by the Borrower with the Depositary Bank.
Operational Costs means the costs, duly documented, to be borne by the Borrower in relation to (i) each
Property Appraisal, (ii) the auditing of the financial statements of the Borrower, (iii) any other operational
costs to be borne by the Borrower in relation to the management of the Property (other than the fees due to
the Property Manager) and (iv) the making of the Permitted Distribution.
Original Appraisal means the appraisal determining the Property Open Market Value issued by the
Independent Appraiser , on 7 November 2014 addressed to the Original Lender and to any assignee of the
Lender and delivered to the Loan Agent pursuant to the Loan Agreement.
Original Lender means Banca IMI S.p.A.
Payment Account means the account designated as such, IBAN IT 32 C 03479 01600 000800994601,
opened by the Borrower with the Depositary Bank.
Permitted Distribution means a payment of available reserves by the Borrower to the Sponsor up to a
maximum amount equal to Euro 28,391,737.00 and to the extent that the relevant payment is made in one
instalment not later than 30 June 2015 by using the amount standing to the credit of the Operational Account.
Permitted Financial Indebtedness means (i) the Financial Indebtedness of the Borrower deriving from the
Finance Documents; (ii) until the Utilisation Date, the Financial Indebtedness of the Borrower deriving from
the Existing Loan, (iii) any Shareholder Loan, (iv) the fees due to the Property Manager under the Asset and
Property Management Agreement to the extent the same are fully subordinated to all payments due by the
Borrower to the Finance Parties under the Finance Documents unless otherwise provided under the Loan
Agreement, and (v) any Financial Indebtedness assumed by the Borrower up to a maximum amount (either
committed and/or outstanding) of Euro 100,000.00 for the entire duration of the Loan Agreement.
Platone Fund means Fondo Platone – Fondo Comune di Investimento Immobiliare Speculativo di Tipo
Chiuso.
Prepayment Fee has the meaning ascribed to this term under the section headed “Loan Prepayment Fees”.
Proceeds Account means the account, IBAN IT 09 D 03479 01600 000800994602, opened by the Borrower
with the Depositary Bank.
Property means the property located in Milan, Via Montenapoleone 12.

56
Property Appraisals means the (i) Original Appraisal; as well as (ii) any further appraisal prepared by the
Independent Appraiser (or any other third appraiser reasonably satisfactory to the Lenders) and delivered to
the Loan Agent pursuant to the Loan Agreement.
Property Manager means Servizi Tecnici S.r.l. as manager of the Property under the Asset and Property
Management Agreement.
Property Open Market Value means the market value of the Property as determined in the most recent
Property Appraisal, issued by an independent appraiser.
Reference Banks means Intesa Sanpaolo S.p.A., BNP Paribas S.A. and Société Générale S.A.
Rent Account means the account, IBAN IT 83 E 03479 01600 000800994603 opened by the Borrower with
the Depositary Bank.
Reports means:
(a) the Original Appraisals;
(b) the Environmental Report;
(c) the Notarial Report;
(d) the Legal Report; and
(e) the Technical Report.
Requisite Rating means the rating of long or short term (as appropriate) unsecured debt instruments in issue
by a person (which are neither subordinated nor guaranteed) which meet the following requirements:
(a) in relation to a Depositary Bank at which a Pledged Account is held:
(i) short term instruments with the following ratings: at least F1 by Fitch and in case no long
term instruments rating is available by DBRS, at least A1 by S&P; and
(ii) long term instruments with the following ratings: at least A by Fitch and at least A by DBRS
(or, in case of absence of a public rating by DBRS, the corresponding public long term
instruments rating by S&P);
(b) in relation to any insurance company or underwriter, long term instruments with a rating, or a
financial strength rating equal to: at least A by Fitch and at least A by DBRS (or, in case of absence
of a public rating by DBRS, the corresponding public long term instruments rating by S&P); and
(c) in relation to a Hedging Counterparty (other than Banca IMI S.p.A.):
(i) short term instruments with at least F2 by Fitch; and
(ii) long term instruments with the following ratings: at least A- by Fitch and at least A by
DBRS (or, in case of absence of a public rating by DBRS, the corresponding public long
term instruments rating by S&P).
Screen Rate means the percentage rate per annum determined by the Banking Federation of the
European Union for the relevant period displayed on the appropriate page of the Reuters screen. If
no such rate appears to the Loan Agent on the Telerate Page 248 or such page is substituted, the
Loan Agent, following negotiation in good faith with the Borrower, may select a different page or a
different service which publishes the applicable rate.
Secured Finance Documents means the Loan Agreement and the Fee Letters.
Security Documents means
(i) deed of mortgage over the Property;

57
(ii) deed of pledge over the Borrower Accounts;
(iii) deed of assignment of receivables arising from the Reports (other than the Legal Report and the
Notarial Report) and the Insurance Policy and the Hedging Agreement as security for the obligations
of the Borrower under the Loan Agreement;
(iv) deed of pledge over the quota of the Borrower;
(v) loss payee clause;
(vi) deed of pledge over new pledged accounts opened by the Borrower; and
(vii) deed of assignment of receivables arising from the Lease Agreement and from the related securities.
any other document designated in writing as such by the Borrower and the relevant Finance Parties.
Security Interest means any security right, charge, lien, encumbrances, restriction, usufrutto, priority or pre-
emption right, option, right of third parties, assignment by way of security, or any other agreement or
covenant having a similar effect.
SGR means Finanziaria Internazionale Alternative Investment SGR S.p.A.
Signing Date means the date of execution of the Loan Agreement.
Specified Time means 11.00 a.m. Brussels time of the Rate Fixing Day.
Sponsor means Statuto Lux Holding RE S.r.l., a limited liability company with registered office in Rome,
Via XX Settembre 5, share capital equal to Euro 12,500,00, enrolled in the Registry of Enterprises of Rome
with number 11212821000.
Technical Report means the technical due diligence report issued by YARD Valtech on 21 July 2014, and
addressed to the Sponsor and delivered along with the relevant reliance letter issued in favour of the
Borrower and the Lender to the Loan Agent pursuant to the Loan Agreement..
Tenants means collectively, Marni Group S.r.l., Hermes Italia S.p.A., Christian Dior Italia S.r.l., Regent
Property SNC di Regent S.r.l. and Burberry Italy Retail Limited.
Transaction Documents means the Finance Documents, the Deed of Contribution and Assumption and the
Lease Agreements.
Utilisation Date means the date of drawdown of the Loan.
Utilisation Request means the draw down request relating to the Loan.
 Purpose of the Loan
The Borrower shall apply all amounts borrowed by it thereunder solely to (a) fully repay the Existing Loan
up to an amount equal to Euro 168,848,796.10;(b) partially pay the Closing Costs up to an amount equal to
Euro 5,364,168.46; and (c) general corporate purpose up to an amount equal to Euro 28,787,035.44.
 Amount of the Loan
The principal amount of the Loan at the date of origination was Euro 203,000,000.00.
 Interest and Repayments – Overview
The Loan Agreement provides that (i) payment of quarterly instalments of interest are due on the 20 calendar
day of each of January, April, July and October (with the first such payment date being 20 January 2015)
(each, an Interest Payment Date) and (ii) payment of principal on the Final Maturity Date.
 Payment of Interests

58
Interest is payable quarterly on the Loan on each Interest Payment Date in respect of the Interest Period in
which the relevant Interest Payment Date falls (assuming for this purpose that no repayments or prepayments
of the Loan have occurred or will occur on the Interest Payment Date falling during the Interest Period), it
being understood that:
(a) The first Interest Period shall start on the Utilisation Date and shall end on 20 April 2015.
(b) Each Interest Period (save for the first Interest Period) shall start on the day following the expiry of
the previous Interest Period and shall end on the next Interest Payment Date.
The current Interest Period relating to the Loan as of the date of this Prospectus started on 3 December 2014
and will end (and include) on the Interest Payment Date which falls on 20 April 2015.
The next Interest Period relating to the Loan shall start on (and include) the day following the Interest
Payment Date which falls on 20 April 2015 and will end on (and include) the next Interest Payment Date.
Any successive Interest Period thereafter shall start on (and include) the Interest Payment Date on which the
last Interest Period ended and end on (but exclude) the next Interest Payment Date.
Interest is payable in relation to the Loan at a floating rate, accrues daily and is payable quarterly as
described above. The rate of interest payable on the Loan for each Interest Period is EURIBOR for that
Interest Period plus the Margin.
The Borrower must pay interest on any overdue amount from the due date up to the date of actual payment at
a rate which is two per cent. per annum above EURIBOR plus the Margin.
The parties to the Loan Agreement mutually acknowledged that the rate of interest applicable to the Loan
made to the Borrower (inclusive of any component of fees and expenses applicable to the Loan Agreement)
shall not exceed the maximum rate permitted by Italian Law No. 108 of 7 March 1996, any other Italian anti-
usury law and related implementation regulations (the Italian Usury Law) to the extent applicable. In any
event, the parties agreed and accepted that if the rate of interest applicable to the Loan made to the Borrower
(inclusive of any component of fees and expenses applicable to the Loan Agreement) at any time exceeds the
maximum rate permitted by applicable law (including the Italian Usury Law), then the relevant interest rate
of the Loan made to the Borrower shall be automatically reduced to the extent necessary to allow the interest
rate applicable to such Loan to be in compliance with applicable law.
 Prepayment on Illegality
The Borrower must prepay the Loan in full along with all other amounts due and payable to the Lender under
the Finance Documents (including any Break Costs, if any, and the Hedging Agreements Costs but excluding
any Prepayment Fee), and that lender’s Commitment shall be cancelled, following receipt of notice that it is
or will become unlawful for such lender to perform any of its obligations as contemplated by the Loan
Agreement or to maintain its participation in the Loan. The date of prepayment shall be the last day of the
Interest Period occurring after the Loan Agent has notified the Borrower or, if earlier, the date specified by
the Loan Agent in the notice delivered to the Borrower (being no earlier than the last day permitted by the
applicable law).
 Prepayment on Borrower’s Change of Control
Following the occurrence of a Change of Control, unless with the prior written consent of the Lender, the
Borrower shall fully repay the Loan along with all other amounts due and payable to the Lender under the
Finance Documents (including, without limitation, any Break Cost, if any, the Prepayment, if due and the
Hedging Agreements Costs) within 3 Business Days following the occurrence of a Change of Control.
 Mandatory Prepayment - Proceeds

59
(a) In case the Borrower receives indemnities deriving from the Insurance Policy in relation to the
Property, other than those relating to third party liability and loss of rent (the Proceeds) the
Borrower shall deposit on the Proceeds Account the Proceeds within 2 (two) Business Days it
receives them by giving notice to the Loan Agent and shall prepay the Loan along with all other
amounts due and payable to the Lender under the Finance Documents (including any Break Costs, if
any, the Prepayment Fee, if due, and the Hedging Agreements Costs) on the Interest Payment Date
immediately following the day on which it has received the Proceeds for an amount equal to the
amounts received.
(b) In case the event pursuant to which the Borrower shall receive any Proceeds is given by
(i) a total loss or destruction of the Property, or
(ii) damages to the Property (in one or more occasions, covered or not by any Insurance Policy)
and, as a consequence of such damages, the Property Open Market Value decreases by more
than 30% of the Initial Property Open Market Value, or
(iii) an expropriation or appropriation or seizure or any analogous proceedings in relation to the
Property or a portion of the same, and, as a consequence of such expropriation or
appropriation or seizure or any analogous proceedings the Property Open Market Value
decreases by more than 30% of the Initial Property Open Market Value,
the Borrower shall, within 10 (ten) Business Days from the occurrence of such event, notify to the
Loan Agent and fully repay the Loan along with all other amounts due and payable to the Lender
under the Finance Documents (including, without limitation, any Break Costs, if any, and the
Hedging Agreements Cost but excluding the Prepayment Fee).
(c) In case (i) no event of default has occurred and is outstanding and (ii) the indemnities paid out of the
Insurance Policy are lower than 30% of Initial Property Market Value, the Borrower may utilize the
Proceeds credited to the Proceed Account in order to restore the damages in relation to which it has
received the relevant Proceeds provided that (1) in case the Proceeds exceed 5% the Property Open
Market Value, the Borrower and the Loan Agent agree on the terms of the relevant restoration plan
within 10 Business Days from the date on which the Borrower has received the relevant Proceeds
and (2) the completion of the relevant restoration works will be completed within 6 months from the
date on which the Borrower has received the relevant Proceeds, or the different agreed deadline
provided under the restoration plan set forth under paragraph (1) above, and, in any case, within the
Final Maturity Date.
 Mandatory Prepayment – Disposal
The Borrower shall fully repay the Loan on the date on which the Borrower sells or otherwise disposes of the
Property (or a portion thereof) along with all other amounts due and payable to the Lender under the Finance
Documents (including, without limitation, any Break Costs, if any, the Prepayment Fee, if due, and the
Hedging Agreements Costs).
 Mandatory Prepayment – Cash Sweep
The Borrower shall repay the Loan in an amount equal to the Excess Cash Flow on any Interest Payment
Date along with the Hedging Agreements Costs, but excluding the Prepayment Fee.
 Voluntary Prepayment
If the Borrower gives the Loan Agent not less than 10 Business Days' prior notice, the Borrower may prepay
in full or in part the Loan at any date, subject to payment of the interest accrued until the date of the early
prepayment, the Break Costs, if any, the Prepayment Fee, if due, and the Hedging Agreements Costs, if any,

60
it being understood that the prepayment of a part of the Loan shall be for a minimum amount equal to Euro
2,000,000.00 and/or in multiples of Euro 1,000,000.00 thereon.
 Mandatory prepayment and cancellation of FATCA Protected Lenders
If on the date falling 6 (six) months before the earliest FATCA Application Date for any payment by a Party
to a FATCA Protected Lender (or to the Loan Agent for the account of that Lender), that Lender is not a
FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that Party will, as a
consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Loan Agent
for the account of that Lender) on or after that FATCA Application Date (a FATCA Event):
(a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the
relevant FATCA Application Date;
(b) if, on the date falling one month before such FATCA Application Date, that FATCA Event is
continuing:
(i) that Lender may, at any time between one month and two weeks before such FATCA
Application Date, notify the Loan Agent;
(ii) upon the Loan Agent notifying the Company, the Commitment of that Lender will be
immediately cancelled; and
(iii) the Borrower shall repay that Lender's participation in the Loan made to the Borrower on
the last day of the Interest Period for each Loan occurring after the Loan Agent has notified
the Borrower or, if earlier, the last Business Day before the relevant FATCA Application
Date along with all other amounts due and payable to the Lender under the Finance
Documents (including, without limitation, any Break Costs and the Hedging Agreements
Costs but excluding the Prepayment Fee).
For the purpose of this section:
FATCA means:
(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to
an intergovernmental agreement between the US and any other jurisdiction, which (in either case)
facilitates the implementation of paragraph (a) above; or
(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal
Revenue Service, the US government or any governmental or taxation authority in any other
jurisdiction.
FATCA Application Date means:
(d) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which
relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
(e) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which
relates to “gross proceeds” from the disposition of property of a type that can produce interest from
sources within the US), 1 January 2017; or
(f) in relation to a “pass-through payment” described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2017,
or, in each case, such other date from which such payment may become subject to a deduction or
withholding required by FATCA as a result of any change in FATCA after the date of the Loan Agreement.

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FATCA Deduction means a deduction or withholding from a payment under a Finance Document required
by FATCA.
FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.
FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any
Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.
FATCA Payment means the increase in a payment made by the Borrower to a Finance Party under the Loan
Agreement.
FATCA Protected Lender means any Lender irrevocably designated as a FATCA Protected Lender by the
Borrower by notice to that Lender and the Loan Agent at least 6 (six) months prior to the earliest FATCA
Application Date for a payment by a Party to that Lender (or to the Loan Agent for the account of that
Lender).
 Repayment/Prepayment Restrictions
Any repayment or prepayment of the Loan must be made together with:
(a) accrued interest on the amount prepaid;
(b) any applicable Hedging Agreement Costs and/or Break Costs, if any; and
(c) any prepayment fee payable as a result of the prepayment or repayment.
 Loan Prepayment Fees
In the event that, from the Utilisation Date to the second anniversary of the Utilisation Date, a mandatory
prepayment provided under section headed “Prepayment on Borrower’s Change of control”, or “Mandatory
Prepayment – Proceeds” or “Mandatory Prepayment – Disposal” or a voluntary prepayment, in full or in
part, of the Loan occurs, the Borrower shall pay, at the same time of the relevant prepayment, a prepayment
fee equal to 4.00% per annum of the prepaid amount multiplied by number of days starting from the
prepayment day to the day that falls on the second anniversary of the Utilisation Date.
 Representations and Warranties

 General
The Borrower has made or makes, as appropriate, representations and warranties to each Finance Party under
the Loan Agreement on the date Signing Date and are deemed to be complete, accurate, true and correct also
on the date on which the Utilisation Request is submitted to the Loan Agent, on the Utilisation Date, on the
date of the execution of the Deed of Amendment and on the first day of each Interest Period in each case by
reference to the facts and circumstances then existing.The representations and warranties relate to the matters
which are normally the subject of representations and warranties in loan agreements secured on Italian
commercial property including (a) power and authority of each Company; (b) validity and enforceability of
the Transaction Documents; (c) no conflict with applicable law or any agreement binding on it or any
Company or any of their assets; (d) no event of acceleration, event of termination or event of withdrawal is
outstanding or will reasonably result from the execution of, or the performance of any transaction
contemplated by any Transaction Document or the performance of any transactions contemplated thereby;
(e) all financial statements delivered to the Loan Agent as at the date of the Loan Agreement have been
prepared under the Accounting Principles; (f) no event or circumstance having a Material Adverse Effect is
outstanding; (g) each Company is not insolvent and no action has been started by the competent corporate
bodies nor any deed has been filed with or threatened in writing that may potentially lead to an Insolvency
Proceeding; (h) no event is outstanding which constitutes a breach under any document, which is binding on
any Company (other than the Borrower), except as it would not have a Material Adverse Effect; (i) the
Borrower (and each Company) has not breached any provision of law or regulation applicable to it, including

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any tax, environmental, employee and accounting rules resulting in a Material Adverse Effect; (j) at the
signing date of the Loan Agreement, the Sponsor owns 100% of the corporate capital of the Borrower.
 Property representations
The Borrower has made or makes, as appropriate, representations and warranties to each Finance Party in
relation to the Property. In certain cases these are subject to any disclosure made in the Reports and to the
specific terms, concessions and materiality thresholds set out or represented in the Loan Agreement.
The Borrower has made, or makes, representations in respect of the Property including (a) the Borrower is
the sole and exclusive owner of, and has full legal title to, the Property, having validly acquired its ownership
and is entitled to validly and fully dispose of the Property; (b) Save for the Existing Securities which will be
released on the Utilisation Date and the Permitted Security Interests, the Property is free from any Security
Interest, encumbrances, easements and liens, any other prejudicial registration (trascrizioni o iscrizioni
pregiudizievoli), real, personal, legal or contractual rights of third parties (including pre-emption rights),
charges, restrictions and burdens of any kind, also arising from administrative measures or from claims of
third parties, limitations on the right to sell and lease the Property; (c) the Property is in compliance with the
applicable laws, regulations, administrative orders, authorizations, permits and administrative lien; (d) all
authorisations, permissions, certificates and licenses which were required for the building of and the
management of the Property, are in full force and effect and are not subject to any challenge; (e) the
Borrower has not received any communication and is not aware of any action or claim which alleges non-
compliance with any environmental law in respect of the Property and has not received notice of any
ordinance, order or directive relating to environmental issues in respect of the Property; (f) no condemnation
or expropriation proceeding is pending or expected in respect of the Property and the Property is not situated
in an area for which the zoning regulation provides for an expropriation; (g) there are no pending procedures
with regard to building amnesties or town-planning settlements relating to the Property which have not been
duly filed pursuant to the applicable laws and regulations; (h) the Property is subject of legal, valid, binding
and enforceable Insurance Policy; and (i) the Property has the destination of use (destinazione d'uso) for
which it is currently used and such destination of use complies, in all material respects, with the requirements
of the administrative orders which have authorised the building of such property or the change of destination
of such property, as applicable.
 Information Undertakings

 Financial Statements
The Borrower is required to supply to the Loan Agent, as soon as available, copy (a) of its annual financial
statements for each financial year, and (b) of its semi-annual financial statements for each half financial year
within 60 days after the end of the relevant period, as well as (c) of the consolidated and not-consolidated
annual financial statements of each Company for each financial year within 120 days or, in case of annual
consolidated financial statements, 180 days after the end of the relevant calendar year. The Borrower must
also notify the Loan Agent of any change of its Accounting Principles, to any other principle on the basis of
which its financial statements are prepared as well as any change to the periods the audited financial
statements and reports are prepared.
 Compliance Certificate
The Borrower is required to deliver to the Loan Agent, within the fifth Business Day before each Interest
Payment Date, a compliance certificate, duly signed by an authorised signatory of the Borrower (each a
Compliance Certificate), ensuring that all financial covenants (as described below), with particular
reference to Actual ICR ratio and LTV ratio, are fulfilled.

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The Borrower hereby represents and warrants that any information and data that will be contained in any
Compliance Certificate, which will be delivered pursuant to the terms of the Loan Agreement, shall be, at
any time, true correct and accurate in any respect.
 General Undertakings
The general undertakings made by the Borrower shall remain in full force and effect from the Signing Date
for as long as any amount is outstanding under the Finance Document or any Commitment is in place. These
include undertakings by the Borrower (a) that its payment obligations under the Finance Documents rank at
least pari passu with all its other present and future unsecured payment obligations, except for obligations
mandatorily preferred by virtue of the applicable law; (b) not to create any Security Interest on any of its
assets (other than Permitted Security Interest); (c) not to dispose in whole or in part the Property unless the
Borrower duly and timely performs even simultaneously with the perfection of the sale, transfer or
assignment, its obligations to fully repay the Loan along with all other amounts due and payable to the
Lender under the Finance Documents and the Hedging Agreements Costs; (d) to obtain, maintain and
comply with the terms of any authorisation requested by any law or regulation to enable it to perform its
obligations under any of the Finance Documents or the Transaction Documents; (e) to comply in all respects
with all covenants, restrictions, laws and regulations applicable to the Property, including any environmental
and zoning law and, in any case, with all other laws and regulations to which the Borrower is subject to; (f)
to ensure that, following the Loan Agent’s request, any one or more representatives of the Loan Agent and/or
any professional advisers appointed by the Loan Agent and/or any representative indicated by the Loan
Agent (i) may access to the Property and (ii) may inspect the Property, in all cases, during normal business
hours; (g) to exercise its rights under each Lease Agreements; (h) to open, maintain, and operate the
Borrower Accounts in accordance with a bank which meets the Requisite Rating; (i) not to have any other
bank accounts other than the Borrower Accounts; (j) not incur any financial indebtedness other than
Permitted Financial Indebtedness; (k) not to change its business as it is carried out at the Signing Date; (l) to
appoint within 30 calendar days from the Signing Date, and maintain thereafter an Auditing Company as its
auditor; (m) save for the transactions permitted under the Loan Agreement, not to enter into any transaction
of any kind whatsoever, including but not limited to, acquisition of asset, further investments, participations,
shares, interest, companies, properties as well as any extraordinary transaction including, without limitation,
any merger, demerger, amalgamation, consolidation, restructuring or any other type of corporate
reconstruction; (n) not to enter into any transaction otherwise than on arm's-length terms; (o) not to grant any
loan to any third party or grant any guarantee or indemnity to or for the benefit of any person in respect of
any obligation of any other person or enter into any document under which it assumes any liability of any
other person; (p) not to make any payment of dividends or distribution of reserves or the repayment of any
shareholders loan or payment of any interest, fees or other amount accrued thereon until the full and
unconditional discharge of all the payment obligations under the Finance Documents other than the
Permitted Distribution; (q) not to pay any fees or other forms of consideration to the Sponsor or, after
incorporation, to HoldCo and any of their affiliates, other than the fees payable under the Asset and Property
Management Agreement; and (r) to comply with all tax, social security laws and regulations to which each
Company may be subject to.
 Property Undertakings
The property undertakings by the Borrower under the Loan Agreement and the Lease Agreement include the
following:
(a) The Borrower shall exercise and enforce its rights and comply in all respects with any covenant,
stipulation, real burden, title condition or obligation (restrictive or otherwise) at any time affecting
the Property insofar as the same are subsisting and are capable of being enforced, in each case in
accordance with (and to the extent required by) the principles of good estate management.

64
(b) The Borrower shall not agree to any amendment, supplement, waiver, surrender, renunciation or
release of any covenant, stipulation, real burden, title condition or obligation (restrictive or
otherwise) at any time affecting the Property, save where it is in the interests of good estate
management to do otherwise.
(c) The Borrower shall promptly take all such steps (including, without limitation, the completion and
delivery of documentation, forms and certificates, the answering of any questions or correspondence
from any relevant authority, the payment of any fees, stamp duty land tax, penalties and interest and
the delivery of any stamp duty land tax certificates received from any tax authority to the Loan
Agent as soon as received by it), as may be necessary to enable the Deed of Mortgage to be validly
registered, where appropriate, at any applicable land registry.
(d) The Borrower shall ensure that all buildings, plant, machinery, fixtures and fittings on the Property
are, and are maintained in:
(i) good and substantial repair and condition and, as appropriate, in good working order;
(ii) such repair, condition and order as to enable the Property to be let in accordance with all
applicable laws and regulations; for this purpose, a law or regulation will be regarded as
applicable if it is either:
(a) in force; or
(b) it is expected to come into force and a prudent property owner in the same business
as that the Borrower would ensure that its buildings, plant, machinery, fixtures and
fittings were in such condition, repair and order in anticipation of that law or
regulation coming into force.
(e) Without the prior written consent of the Loan Agent, the Borrower shall not (x) amend or waive, any
Material Term (as defined below) or (y) otherwise amend any term of any of the Lease Agreements
or (z) terminate or assign any of the Lease Agreements.
(f) The Borrower shall:
(i) diligently collect or procure that the Property Manager collects all Rental Income;
(ii) exercise its rights and comply with its obligations under each Lease Agreements in all material
respects and in accordance with (and to the extent required by) the principles of good estate
management; and
(iii) ensure that each Tenant complies with its obligations under each Lease Agreement in accordance
with (and to the extent required by) the principles of good estate management,
in a proper and timely manner.
 Information relating to the Property
The Borrower is required to supply to the Loan Agent, among other things:
(a) at the same time they are dispatched, copies of all the documents dispatched to its quotaholders
generally or dispatched by it to its creditors generally;
(b) promptly, and in any case without prejudice to the provision of the Lease Agreement, before the
amendment is made, any proposed amendment to any of the Lease Agreements;
(c) promptly, upon becoming aware of them, all information about any breach of (i) a Tenant under the
relevant Lease Agreement and (ii) the Property Manager under the Asset and Property Management
Agreement;

65
(d) promptly, upon become aware of the relevant claim, the details of any claim when is current,
threatened in writing or pending in relation to the Property;
along with the Compliance Certificate, the Borrower shall communicate to the Loan Agent the rent roll of
the Property by delivering a brief report setting out the break options exercised or waived, overdue rents,
early terminations and new lease agreements entered into during the relevant quarter.
 Property Manager
Without the prior written consent of the Loan Agent (acting reasonably), the Borrower is not entitled to (i)
appoint any Property Manager other than Servizi Tecnici S.r.l.; (ii) amend, supplement, extend or waive the
terms of appointment of the Property Manager, and (iii) terminate the appointment of the Property Manager.
The Borrower must also ensure that the Property Manager acknowledges to the Loan Agent that it has notice
of the Mortgage created pursuant to the Deed of Mortgage.
If the Property Manager is in default of its material obligations under the Asset and Management Agreement
or the Borrower is entitled to terminate the Asset and Management Agreement, then, if the Loan Agent so
requires, the Borrower shall:
(i) terminate the Property and Asset Management Agreement; and
(ii) appoint a new Property Manager, satisfactory to the Loan Agent, it being understood that (x) the fees
to be paid under the new asset and property management agreement shall be equal to Euro
500,000.00 per annum and (y) the fees to be paid under the new asset and property management
agreement shall be fully subordinated, in form and substance satisfactory to the Loan Agent, to all
payments due by the Borrower to the Lenders under the Finance Documents.
 Insurances
The Borrower must effect and maintain or ensure that there is effected and maintained insurance in favour of
the Borrower in respect of its interests in the Property and the plant and machinery on the Property
(including fixtures and improvements) which:
(i) provide cover against loss or damage by fire, storm, flood, earthquake, lightning, explosion, impact,
aircraft and other aerial devices and articles dropped from them, riot, civil commotion and malicious
damage, bursting or overflowing of water tanks, apparatus or pipes and all other normally insurable
risks of loss or damage;
(ii) provide cover for site clearance, shoring or propping up, professional fees and value added tax
together with adequate allowance for inflation;
(iii) provide cover against acts of terrorism, including any third party liability arising from such acts;
(iv) provide cover for loss of rent (in respect of a period of not less than three years or, if longer, the
minimum period required under the Lease Agreements) including provision for any increases in rent
during the period of insurance.
The insurance shall include third party liability insurance, other risks as a prudent company in the same
business as the Borrower would insure, and in each case with one or more insurers or underwriters that meet
the relevant Requisite Rating.
The Borrower shall ensure that the Loan Agent receives the copy of the Insurance Policy, receipts for the
payment of premiums for insurance and any information in connection with the insurances and claims the
Loan Agent may reasonably require.
The Borrower shall terminate the Insurance Policy described under paragraph (a) of the definition of
Insurance Policy and enter into a new Insurance Policy complying with the provisions set forth under the

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Loan Agreement with an Insurance Company having the relevant Requisite Rating and, in any case, different
from Zurich Insurance PLC within 5 Business Days from the Loan Agent’s written request.
 Environmental Matters
The Borrower is required to ensure compliance in any material respect with all laws or regulations which
relate to the pollution or protection of the environment, the conditions of the workplace or the generation,
handling, storage, use, release or spillage of any substance capable of causing harm to the environment
(Environmental Law) applicable to the Property.
The Borrower represent that has not received any communication and is not aware of any action or claim
which alleges non-compliance with any environmental law in respect of the Property and has not received
notice of any ordinance, order or directive relating to environmental issues in respect of the Property
 Financial Covenants
For the purposes of the financial covenants:
Actual ICR means the ratio of (i) the Net Operating Income; to (ii) the Net Interest.
LTV means, with reference to a Test Date, the ratio between the principal amount of the Loan outstanding
under the Loan Agreement at that Test Date as a percentage of the Open Market Value.
Net Interest means the interest accrued for the three-month period ending on the Interest Payment Date
immediately following the relevant Test Date pursuant the Loan Agreement plus any amount paid by the
Borrower under the Hedging Agreement (if any) less any amount received by the Borrower under the
Hedging Agreement (if any) other than the Hedging Agreement Costs;
Net Operating Income means:
the Net Rental Income actually received by the Borrower in the three-month period ending on the relevant
Test Date
less:
the Operating Costs accrued for the three-month period ending on the relevant Test Date;
Net Rental Income means the Rental Income net of the Tenant Contributions.
Operating Costs means the (i) Real Estate Costs; and (ii) any recurrent fees and costs relating to the
management of the Borrower.
Real Estate Costs (i) any taxes or other charges relating to the Property, (ii) the fees and any other amount
due under the Asset and Property Management Agreement and any other agreement relating to the
management of the Property unless subordinated in full to the Loan; (iii) any other operating costs which the
Borrower will have to bear in relation to the management of the Property, (iv) any ordinary maintenance
costs; and (v) premiums and other amounts due under any Insurance Policy.
Rental Income means the aggregate of all amounts paid or payable to or for the account of the Borrower in
connection with the letting, licence or grant of other rights of use or occupation of any part of a Property,
including each of the following amounts:
(a) rent, licence fees and equivalent amounts paid or payable;
(b) any sum received or receivable from any deposit held as security for performance of a Tenant's
obligations;
(c) a sum equal to any apportionment of rent allowed in favour of the Borrower;

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(d) any other moneys paid or payable in respect of occupation and/or usage of the Property and any
fixture and fitting on the Property including any fixture or fitting on the Property for display or
advertisement, on licence or otherwise;
(e) any sum paid or payable under any policy of insurance in respect of loss of rent or interest on rent;
(f) any sum paid or payable, or the value of any consideration received, for the grant, surrender,
amendment, supplement, waiver, extension or release of any Lease Agreement;
(g) any sum paid or payable in respect of a breach of covenant by a Tenant under any Lease Agreement;
(h) any sum paid or payable by any guarantor of any Tenant under any Lease Agreement;
(i) any Tenant Contributions; and
(j) any interest paid or payable on, and any damages, compensation or settlement paid or payable in
respect of, any sum referred to above less any related fees and expenses incurred (which have not
been reimbursed by another person) by the Borrower.
Tenant Contributions means any amount paid or payable to the Borrower by any Tenant under a Lease
Agreement or any other occupier of any portion of the Property, by way of:
(a) contribution to:
(i) ground rent;
(ii) insurance premia;
(iii) the cost of an insurance valuation;
(iv) a service or other charge in respect of the Borrower 's costs in connection with any
management, repair, maintenance or similar obligation or in providing services to a Tenant of, or
with respect to, any portion of the Property; or
(v) a reserve ; or
(b) VAT relating to the items listed under paragraph (a) above.
LTV
The Borrower undertakes to ensure that on each Test Date starting from June 30, 2015 (included) the LTV is
not higher than 70%.
Actual ICR
The Borrower undertakes to ensure that the Actual ICR calculated, on a historical basis, as ratio between the
Net Operating Income and the Net Interest, shall be on each Test Date higher than or equal to:
(i) 1.10x, from the Signing Date until 31 December 2015 (included);
(ii) 1.30x,from 1 January 2016 (included) until 31 December 2018 (included);
(iii) 1.40x, from 1 January 2019 (included) until the Loan is outstanding.
Calculation
The Actual ICR shall be tested on each Test Date on the basis of the Net Operating Income (reddito di
gestione netto consuntivo) and Net Interest of the 3-months period preceding that Test Date, or, such shorter
period calculated from the Signing Date until the relevant Test Date.
 Default
The Loan Agreement provides for the following events of default.

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  Events of Acceleration (Decadenza dal beneficio del termine)
(a) Acceleration Events
The Loan Agreement shall terminate in accordance with sub-clause (b) below, with the consequences set
forth in sub-clause (c) below, if any of the events listed in Article 1186 of the Italian Civil Code (“decadenza
dal beneficio del termine”) occurs or any of the events listed below (which are deemed equivalent to those
set forth in Article 1186 of the Italian Civil Code) occurs:
(i) any Company
(A) becomes unable to pay its debts as they fall due or otherwise becomes insolvent, or is
deemed for the purposes of any applicable law to be insolvent, also without any proceeding
stating its insolvency;
(B) admits its inability to pay its debts as they fall due;
(C) stops payment of its debts, unless the failure to pay is due to any default or incorrect
performance of the obligations by the person vis à vis the payment is due;
(D) by reason of actual or expected financial difficulties, it begins negotiations with any of its
creditors for the rescheduling or restructuring of any of its indebtedness;
(E) a payment moratorium of any of its debt is agreed.
(ii) the adoption by any Company of any measure aimed at reaching an arrangement with creditors
(concordato preventivo), a settlement, an assignment or similar agreement with any of its creditors;
(iii) the shareholders meeting of any Company is called to resolve upon any resolution (or request) in
respect to its liquidation;
(iv) any person files an application for the submission of any Company to any Insolvency Proceeding;
(v) a competent court or authority makes a ruling, order and/or judgment for the Insolvency
Proceeding of any Company or any similar action or proceeding is adopted in any other
jurisdiction;
(vi) the occurrence of an event that, in the reasonable opinion of the Loan Agent, has or would have a
Material Adverse Effect;
(vii) any Company is in liquidation or any similar proceeding is adopted in any other jurisdiction;
(viii) the occurrence of (x) loss, destruction or damage affecting the Property (or a portion of it) reducing
the Property Open Market Value, as determined in the first Property Appraisal, of at least 30%; or
(y) any expropriation or public destination order affecting the Property and reducing the Property
Open Market Value, as determined in the first Property Appraisal, of at least 30%;
(b) Effectiveness
Following the occurrence of any of the events set forth or referred to in sub-clause (a) above which is
continuing, the Loan Agent may serve written notice (by means of registered letter (raccomandata)) on the
Borrower of the Lender’s intention to exercise its right of acceleration and the termination of the Loan
Agreement shall become effective on the fifteenth day after the receipt of such notice by the Borrower.
(c) Repayment of the Loan
Upon termination of the Loan Agreement becoming effective in accordance with sub-clause (b) above, the
Borrower shall immediately repay the Loan and pay all accrued interest (including default interest) and any
other fee, cost, expense and amounts payable under the Finance Documents in full within the following 3
(three) days.

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  Termination Events (Risoluzione)
(a) Termination Events
Without prejudice to any other remedy permitted under applicable law, the Loan Agent may elect, on behalf
of the Lender, at its discretion, to terminate the Loan Agreement pursuant to Article 1454 or 1456 of the
Italian Civil Code, with the consequences set forth in sub-clause (c) below, upon the occurrence of any of the
following events:
(i) any default by the Borrower in the payment when due of any amount due for payment under any
Finance Document at the place and in the currency in which it is expressed to be payable unless the
failure to pay such amount is due solely to administrative or technical delays in the transmission of
funds which are not the fault of the Borrower and such amount is paid within 2 (two) Business
Days of its due date for payment; or
(ii) any amount of the Loan is used by the Borrower for a purpose other than the purpose referred to
under the relevant clause of the Loan Agreement.
(iii) any representation or warranty made or repeated by the Borrower under any Finance Document or
under any attachment thereto is or proves to be or have been untrue, incorrect or misleading in any
respect as at the date at which it was made or repeated unless:
(A) the event or circumstance giving rise to such representation or warranty being untrue,
incorrect or misleading is capable of being remedied; and
(B) such event or circumstance is remedied within 10 (ten) Business Days of the earlier of (x)
the Borrower becoming aware thereof and (y) the Loan Agent serving written notice on the
Borrower requiring such remedy;
(iv) any breach by the Borrower of any of its covenants, undertakings, obligations or agreements under
any Finance Document, including those provided under the Loan Agreement and if such breach is
capable of being remedied, such breach is not remedied within 10 (ten) Business Days of the earlier
of (1) the Borrower becoming aware thereof and (2) the Loan Agent serving written notice on the
Borrower requiring such remedy;
(v) any breach by the Borrower of the LTV covenant set forth under the Loan Agreement unless within
5 Business Days from the relevant Test Date the Borrower has made a voluntary prepayment of the
Loan in an amount required to cure the breach of the LTV on such Test Date;
(vi) any breach by the Borrower of the Actual ICR set forth under the Loan Agreement;
(vii) any breach by the Borrower of any of the undertaking set forth under the Loan Agreement;
(viii) any Security Interest provided for by the Finance Documents is not granted or is not perfected
within the terms provided therein.
(b) Effectiveness
Following the occurrence of any of the events set forth in sub-clause (a) above which is continuing, the Loan
Agent, on behalf of the Lender, may serve written notice (by means of registered letter (raccomandata)) on
the Borrower of the Lender’s intention to exercise its right of termination and the termination of the Loan
Agreement shall become effective on the fifteenth day after the receipt of such notice by the Borrower.
(c) Repayment of the Loan

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Upon termination of the Loan Agreement becoming effective in accordance with sub-clause (b) above, the
Borrower shall immediately repay the Loan and pay all accrued interest (including default interest) and any
other fee, cost, expense and amounts payable under the Finance Documents in full within the following 3
(three) days.
 Events of Withdrawal (Recesso)
(a) Events of Withdrawal
The parties expressly agree that, without prejudice to the provisions of Article 1845 of the Italian Civil Code,
the occurrence of any of the events set out in this sub-clause (a) constitutes cause (giusta causa) for the
purposes of Article 1845 of the Italian Civil Code and, without prejudice to the terms of the Loan
Agreement, the Lender shall have the right to withdraw from the Loan Agreement pursuant to Article 1845
of the Italian Civil Code, with the consequences set forth in sub-clause (c) below (and the Borrower waives
any defence or right that it may have in respect thereof):
(i) any Financial Indebtedness of the Borrower a (i) is not repaid at maturity or within any grace
period granted in relation thereto under the relevant contractual documentation, or (ii) becomes
due and payable to the relevant creditor prior to its specified maturity for any reason
whatsoever;
(ii) any litigation, arbitration or similar proceeding (including, without limitation, any action,
administrative or investigative proceeding before any court, arbitrator, agency, or public
administration) is commenced or is threatened (also in case it is commenced or is threatened by
a tax authority) in writing (a) against the Borrower or its assets which if adversely determined
would result in liabilities of the Borrower equal or exceeding an aggregate amount of Euro
1,000,000.00 or (b) in relation to the Property, unless in both cases (a) and (b) any such
litigation, arbitration or similar proceeding is frivolous and/or vexatious in the reasonable
opinion of the Loan Agent;
(iii) any litigation, arbitration or similar proceeding (including, without limitation, any action,
administrative or investigative proceeding before any court, arbitrator, agency, or public
administration) is commenced or is threatened (also in case it is commenced or is threatened by
a tax authority) in writing against any of the Companies (other than the Borrower), which, if
adversely determined, is likely to have a Material Adverse Effect;
(iv) any injunction (decreto ingiuntivo), order, judgment, attachment, sequestration, distress,
enforcement or execution of any nature whatsoever (also in case it is issued by a tax authority)
is issued and/or affects any asset of any of the Companies (other than the Borrower) in relation
to any transaction entered into by or which directly involved the Borrower and/or a proceeding
aimed at obtaining an injunction, attachment, judgement, sequestration, distress, enforcement or
execution is commenced against the Companies in relation to any transaction entered into by or
which directly involved the Borrower, unless such proceeding is discharged dismissed or
suspended within 30 (thirty) Business Days or within 90 Business Days in case any such
injunction (decreto ingiuntivo), order, judgment, attachment, sequestration, distress,
enforcement or execution of any nature whatsoever is issued by a tax authority;

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(v) any injunction (decreto ingiuntivo), order, judgment, attachment, sequestration, distress,
enforcement or execution of any nature whatsoever (also in case it is issued by a tax authority)
is issued and/or affects any asset of any of the Borrower and/or a proceeding aimed at obtaining
an injunction, attachment, judgement, sequestration, distress, enforcement or execution is
commenced, unless such proceeding is discharged, dismissed or suspended within 30 (thirty)
Business Days or within 90 Business Days in case any such injunction (decreto ingiuntivo),
order, judgment, attachment, sequestration, distress, enforcement or execution of any nature
whatsoever is issued by a tax authority;
(vi) any Finance Document or any Transaction Document is not or ceases to be (in whole or in part)
legal, valid, binding enforceable under the laws of any applicable jurisdiction;
(vii) any obligation of any party (other than a Finance Party) under any Finance Document or
Transaction Document is not or ceases to be legal, valid, binding and enforceable under the laws
of any applicable jurisdiction or any person (other than a Finance Party) commences legal
proceedings with a view to obtaining a declaration of invalidation or ineffectiveness of any such
obligations;
(viii) any of the Security Interest created by the Security Documents is not or ceases to be at all times
legal, valid, binding, enforceable and perfected security ranking in the priority it is expressed to
have in the Security Document;
(ix) any Lease Agreement is terminated by the relevant Tenant prior to its originally scheduled
termination date;
(x) any breach of the payment obligations of the Tenants under the Lease Agreements;
(xi) any change with respect of the tax regime applicable to the Borrower or the Property which is,
or is reasonably likely to be, prejudicial to the ability of the Borrower to perform its payment
obligations under the Finance Documents;
(xii) a breach of any of the financial covenants set forth under the Loan Agreement; and
(xiii) the Auditing Company raises any qualification in its report to the financial statements and/or
reports of the Borrower (whether on a consolidated basis or not), that, in the reasonable opinion
of the Lender, may, or is likely to, have a Material Adverse Effect.
(b) Effectiveness
Following the occurrence of any of the events set forth in sub-clause (a) above which is continuing, the Loan
Agent, on behalf of the Lender, may serve written notice (by means of registered letter (racccomandata)) on
the Borrower of the Lender’s intention to exercise its right of termination and the termination of the Loan
Agreement shall become effective on the fifteenth day after the receipt of such notice by the Borrower.
(c) Repayment of the Loan
Upon termination of the Loan Agreement becoming effective in accordance with sub-clause (b) above, the
Borrower shall repay the Loan and pay all accrued interest (including default interest) and any other fee,
cost, expense and amounts payable under the Finance Documents in full within the following 3 (three) days.
 Conditions subsequent (Condizioni risolutive)
(a) Conditions subsequent
The Loan Agreement shall be terminated pursuant to article 1353 of the Italian Civil Code in the event that
the Borrower has not delivered to the Loan Agent any of the following documents
(i) within the Utilisation Date, each Deed of Release duly executed by the Existing Lenders;

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(ii) within 5 Business Days from the Utilisation Date, a notarial report over the Property evidencing that
(x) the Mortgage has been duly registered as first ranking mortgage (ipoteca di primo grado) over the
Property, (y) the Security Interest under the Deed of Mortgage and the Deed of Assignment of Lease
Receivables and of Related Securities has been created, and (z) there are no Security Interest other
than the Security Interest under letters (x) and (y) above and the Permitted Security Interest;
(iii) within the date of effectiveness of the Borrower’s Quota Contribution, execution by HoldCo of a
notarial deed of acknowledgment of the Deed of Pledge over Borrower in form and substance
satisfactory to the Loan Agent;
(iv) within 3 Business Days from the date of replacement of the Depositary Bank made in accordance to
the terms of the Loan Agreement, execution of the Deed of Pledge over New Pledged Accounts and
perfection of the relevant pledge;
(v) within 9 Business Days after the Utilisation Date, evidence of (x) the registration of the Deed of
Pledge over the Borrower in the competent Companies’ Register (Registro delle Imprese) in
accordance with article 2470 of the Civil Code, and (y) of the annotation of the relevant pledge on the
quotaholders’ book of the Borrower;
(vi) within 7 Business Days after the Utilisation Date, evidence that the assignments by way of security
under, respectively, the Deed of Assignment of Lease Receivables and of Related Securities and the
Deed of Assignment of Contract Receivables and Hedging Agreement have been perfected pursuant to
the terms and conditions set forth under the relevant agreement;
(vii) within 9 Business Days after the Utilisation Date, evidence that the Capital Increase has been
registered in the competent Companies’ Register (Registro delle Imprese);
(viii) within 5 Business Days after the registration of the Capital Increase in the competent Companies’
Register (Registro delle Imprese), evidence of (a) the execution by the Sponsor of a unilateral deed of
acknowledgment (atto ricognitivo) of the pledge created under the Deed of Pledge over the Borrower
in form and substance satisfactory to the Loan Agent (the Deed of Acknowledgement), and (b) filing
of the Deed of Acknowledgment with the competent Companies’ Register (Registro delle Imprese) in
accordance with article 2470 of the Civil Code;
(ix) within 20 Business Days after the registration of the Deed of Acknowledgment with the competent
Companies’ Register (Registro delle Imprese) in accordance with article 2470 of the Civil Code (the
Registration), evidence of the Registration and of the annotation thereof on the quotaholders’ book of
the Borrower.
(b) Effectiveness
Following the occurrence of any of the events set forth in sub-clause (a) above, the Loan Agent, on behalf of
the Lender, may serve written notice (by means of registered letter (raccomandata)) on the Borrower of the
Lender’s intention to exercise its right of termination and the termination of the Loan Agreement shall
become effective upon such notice being received by the Borrower.
(c) Repayment of the Loan
Upon termination of the Loan Agreement becoming effective in accordance with sub-clause (b) above, the
Borrower shall immediately repay the Loan and pay all accrued interest (including default interest) and any
other fee, cost, expense and amounts payable under the Finance Documents in full within the following 3
(three) days.
 Amendments and Waivers
The Loan Agreement generally provides that decisions made by the Majority Lenders are binding on all of
the Finance Parties save that certain decisions require the consent of each of the lenders. The list of decisions

73
which require all lender consent is typical for a loan agreement relating to the financing of real estate in Italy.
 Changes to the Parties
The Borrower shall not assign or transfer any Finance Document or any of its rights under any Finance
Document without the prior written consent of the Lender.
The Lender may, provided that BIMI remains Loan Agent, at any time assign or transfer, in whole (but not in
part), its rights and obligations pursuant to the Loan Agreement, or assign, in whole (but not in part, unless
an event of default has occurred and is continuing), the receivables vis à vis the Borrower under the Loan
Agreement in favour of any bank or financial institution falling within the scope of the Imposta Sostitutiva,
or in favour of any company incorporated pursuant to Law 30 April 1999, n. 130 (the Assignment). The
Borrower undertakes to accept the assignment of receivables by the Lender also pursuant and for the
purposes of article 1248 of the Italian civil code or the assignment of the contract pursuant and for the
purposes of article 1406 of the Italian civil code.
Any costs, indirect taxes and expenses of any kind incurred by the Lender in connection with any assignment
of the rights and obligations pursuant to this section and any ongoing expenses, costs, premia and fees
incurred for whatsoever reason or, in any case, due by the Lender in relation to the Assignment shall be
exclusively borne by the relevant assignee.
 Security
The security granted in favour of the Finance Parties comprises:
(i) Deed of mortgage over the Property;
(ii) Deed of pledge over the borrower accounts described under the section headed “The Borrower
Accounts” below;
(iii) Deed of assignment of receivables arising from the Reports (other than the Legal Report and the
Notarial Report), the Insurance Policy and the Hedging Agreement as security for the obligations of
the Borrower under the Loan Agreement;
(iv) Deed of pledge over the quota of the Borrower;
(v) Loss payee clause;
(vi) Deed of pledge over new pledged accounts opened by the Borrower;
(vii) Deed of assignment of receivables arising from the Lease Agreement and from the related securities;
and
(viii) any other document designated in writing as such by the Borrower and the relevant Finance Parties.
 Indemnities and Break Costs
Indemnities
(a) The Borrower shall indemnify each Finance Party against any loss or liability which that Finance
Party incurs as a consequence of:
(i) the occurrence of an Event of Default as set out in the relevant clause of the Loan
Agreement;
(ii) any failure by the Borrower to pay any amount due under a Finance Document on its due
date;
(iii) (other than by reason of negligence or default by that Finance Party) the Loan not being
drawn down after the Utilisation Request has been delivered to the Loan Agent; or

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 (iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment.
(b) The Borrower’s liability in each case includes any loss or expense on account of funds borrowed,
contracted for or utilised to fund any amount payable under the Finance Documents, or any amount
repaid or prepaid.
(c) The Borrower shall indemnify the Loan Agent any loss or liability incurred by the Loan Agent as a
result of acting or relying on any notice of the Borrower which the Loan Agent reasonably believes
to be genuine, correct and appropriately authorised.
Break Costs
(a) The Borrower shall pay to the Lender the Break Costs being the amount calculated by the Lender as
follows
(i) the interest which the Lender would have received under the Loan Agreement for the period
from the date of receipt of the payment to the last day of the applicable Interest Period if the
amount paid had been paid on the last day of that Interest Period; less
(ii) the interest which the Lender would be able to obtain by placing an amount equal to the
amount received by it on deposit with a leading bank in the Eurozone Interbank Market for
such period.
(b) The Lender shall supply to the Loan Agent, which in turn, shall communicate to the Borrower,
details of the amount of Break Costs claimed by it in compliance with the Loan Agreement.
 Governing Law
The Loan Agreement is governed and shall be interpreted in accordance with the laws of Italy.

Deed of amendment
On 17 December 2014, the Loan Agreement has been amended by a deed of amendment entered into by the
Borrower and the Original Lender, which, inter alia, clarify certain provisions in respect of (i) the use of the
Borrower's accounts, in particular in respect of payment due to the hedging counterparty as of termination or
closing out, depending on whether the hedging counterparty is the defaulting party, (ii) collateral posting by
the hedging counterparty and (iii) the fact that during the period from the Utilisation Date until the day
falling 19 months after the Utilisation Date and without prejudice to the voluntary prepayment of the Loan,
the Borrower shall only be required to make each mandatory prepayment pursuant to the relevant clauses of
the Loan Agreement, to the extent required to ensure that an amount equal to at least 10% of the Loan
remains outstanding following that prepayment(the Loan Residual Principal Amount) and provided that (i)
the Loan Residual Principal Amount shall be deposited on the Proceeds Account, together with the interests
(calculated taking into account the Hedging Agreement) accruing thereon from the prepayment date (the
Residual Accrued Interest) until the day falling 19 months after the Utilisation Date, and (ii) the Loan
Residual Principal Amount together with the Residual Accrued Interest shall be applied as mandatory
prepayment at the day falling 19 months after the Utilisation Date. For the avoidance of doubt, the Loan
Residual Principal Amount will not be treated as a prepayment amount until the day falling 19 months after
the Utilisation Date, and interest will continue to accrue on such Loan Residual Principal Amount in
accordance with Clause 8 from the relevant prepayment date until the day falling 19 months after the
Utilisation Date.

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 THE BORROWER ACCOUNTS
The Borrower Accounts
The Borrower has established in its name the following interest bearing current accounts:
(i) the Rent Account;
(ii) the Payment Account;
(iii) the Proceeds Account;
(iv) the Operational Account;
(v) the Collateral Account
(together the Borrower Accounts).
In addition, pursuant to the Loan Agreement, the Borrower has undertaken, among other things:
(i) to open, maintain and operate the Borrower Accounts in Italy with a bank which meets the relevant
Requisite Rating (as defined below). As at the Signing Date the Borrower Accounts shall be held at
BNP Securities Services – Milan Branch;
(ii) to have no bank accounts other than the Borrower Accounts.
(iii) if any bank or financial institution at which a Borrower Account is held ceases to have the relevant
Requisite Rating, the Loan Agent may request in writing that any amount credited to the Borrower
Account held with such bank or financial institution be transferred to a new bank accounts opened
with a new bank or financial institution that holds the relevant Requisite Rating (the Replacement
Bank). As soon as practicable after receipt of such request the Borrower shall transfer (and shall do
all other things reasonably necessary to effect such transfer) that amounts credited to the Borrower
Account to the new accounts opened with a Replacement Bank (and shall provide account details as
may be reasonably required by the Loan Agent);
(iv) if following receipt of a request from the Loan Agent to transfer any amount credited to the
Borrower Accounts to the new account opened with a Replacement Bank in accordance with
paragraph (iii) above, it is not possible to find a Replacement Bank, the Loan Agent and the
Borrower will consult with each other (for a period of no more than ten Business Days) with a view
to agreeing a substitute bank or financial institution that may be used to hold the Borrower Accounts.
At the end of that period of consultation, the Loan Agent shall specify which alternative bank or
financial institution may be used.
(v) The Borrower shall do all such things as the Loan Agent reasonably requests in order to facilitate
any replacement of the Depositary Bank (including, without limitation, the execution of bank
mandate forms, transfer of balances, issue of revised payment instructions relating to any Tenant or
guarantor, the delivery of relevant corporate authorisations and legal opinions and the grant and/or
perfection of security over any new accounts).
(vi) The replacement of a Borrower Account only becomes effective when the relevant Replacement
Bank agrees with the Loan Agent and the Borrower to fulfil the role of the bank holding that
Borrower Account and acknowledges that such Borrower Account shall be the subject of a deed of
pledge over new accounts.
The Borrower Accounts are expressed to be subject to Italian-law governed first priority security in favour of
the Lender.
The functions of each of the Borrower Accounts are set out below.

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Rent Account
(a) The Borrower shall ensure that the following amounts are credited into the Rent Account by the
relevant paying parties (and shall instruct the relevant paying parties to make the relevant payments
when due directly to the Rent Account):
(A) any and all Rental Income;
(B) all amounts payable to the Borrower under any Hedging Agreement (other than the Hedging
Agreement Costs); and
(C) any costs and expenses reimbursed by the Tenants under or in connection with the Lease
Agreements not included in the definition of Rental Income;
If the Borrower receives payment of any of the amounts referred to above other than by direct
payment into the Rent Account, it shall credit such amounts to the Rent Account within one Business
Day from the receipt thereof.
(b) The Borrower shall ensure that the Loan Agent has the signing rights in relation to the Rent Account.
In case a Securitisation occurs, the Borrower hereby authorises to Loan Agent to delegate such
signing rights to any third party appointed a servicer in connection with such Securitisation.
(c) Prior to an Enforcement, subject to (d) below, all Available Funds shall be applied only on each Test
Date to credit the Payment Account.
(d) On any Business Days prior to an Enforcement, the Loan Agent shall, on instruction of the Borrower
and to the extent there are sufficient Available Funds, apply the Available Funds only to pay (i) the
VAT due to the competent tax authority in an amount not exceeding the VAT due on such date as
VAT payable in connection to the Lease Agreements and to the extent the relevant Tenant has
already paid the relevant VAT on the Rent Account, (ii) property tax (such as, inter alia, IMU and
TASI), registration tax relating to the Lease Agreements and any other similar tax to the extent the
same are due and payable, and (iii) tax imposed on or calculated by reference to the net income
received or receivable by the Borrower (such as corporate income tax – IRES – and regional tax on
productive activities – IRAP) .
(e) On any Business Days following an Enforcement, all the Available Funds standing from time to time
to the credit of the Rent Account shall be credited on a daily basis to the Payment Account and
applied in discharge of the obligations of Borrower under the Loan Agreement and the Hedging
Agreement in accordance with the provisions of the paragraph 1(c) above.
Payment Account
(a) The Borrower shall ensure that the Loan Agent has the signing rights in relation to the Payment
Account. In case a Securitisation occurs, the Borrower hereby authorises to Loan Agent to delegate
such signing rights to any third party appointed a servicer in connection with such Securitisation.
(b) Prior to an Enforcement, all available funds credited on the Payment Account shall be applied only
on each Interest Payment Date as follows, in each case only to the extent that the higher priority
items have been paid in full:
(i) firstly, towards payment of (i) indirect taxes and other amounts mandatorily preferred by law
(only to the extent that such liabilities have not been discharged in full utilizing the Rent
Account) and (ii) premiums and other amounts due by the Borrower under any Insurance
Policy;
(ii) secondly, to the extent that no Event of Default is outstanding, to credit the Operational
Account for an amount equal to maximum Euro 30,000.00;

77
 (iii) thirdly, in or towards payment pro rata of any unpaid amounts owing to the Loan Agent or
the MLA under the Finance Documents that are due and payable on such Interest Payment
Date;
(iv) fourthly, in or towards payment pro rata: (a) to the Loan Agent for the account of the Lender
of any accrued interest and fees due but not paid on such Interest Payment Date under the
Loan Agreement and (b) to the Hedging Counterparty of any periodical payments (not being
payments as a result of termination or closing out) due and payable on such Interest Payment
Date;
(v) fifthly, in or towards payment pro rata: (a) to the Loan Agent for the account of the Lender of
any principal due but unpaid on such Interest Payment Date under the Loan Agreement, and
(b) to the Hedging Counterparty of any payments as a result of termination or closing out
(other than where the Hedging Counterparty is the “Defaulting Party” under the Hedging
Agreements) due on such Interest Payment Date but unpaid under the Hedging Agreement;
(vi) sixthly, in or towards payment to the Hedging Counterparty of any payments as a result of
termination or closing out (where the Hedging Counterparty is the “Defaulting Party” under
the Hedging Agreement) due on such Interest Payment Date but unpaid under the Hedging
Agreement;
(vii) seventhly, (i) to the extent that no Event of Default is outstanding and the Prospective ICR
covenant has been complied with on the last Test Date, in or towards the payment of the fee
due to the Property Manager under the Asset and Property Management Agreement up to the
maximum amount of Euro 125,000.00 or (ii) to the extent that no Event of Default is
outstanding but the Prospective ICR covenant has not been complied with on the last Test
Date, to credit the Operational Account up to the maximum amount of Euro 125,000.00 (the
Credited Amount);
(viii) eighthly, to make payments required pursuant to the Loan Agreement in relation to the
Excess Cash;
(c) On any Business Days following an Enforcement, all Available Funds shall be applied as follows, in
each case only to the extent that the higher priority items have been paid in full:
(i) firstly, towards payment of indirect taxes and other amounts mandatorily preferred by law;
(ii) secondly, in or towards payment pro rata of any unpaid amounts owing to the Loan Agent or
the MLA under the Finance Documents that are due and payable on such Interest Payment
Date;
(iii) thirdly, in or towards payment pro rata: (a) to the Loan Agent for the account of the Lender
of any accrued interest and fees due but not paid on such Interest Payment Date under the
Loan Agreement and (b) to the Hedging Counterparty of any periodical payments (not being
payments as a result of termination or closing out) due and payable on such Interest Payment
Date;
(iv) fourthly, in or towards payment pro rata: (a) to the Loan Agent for the account of the Lender
of any principal due but unpaid on such Interest Payment Date under the Loan Agreement
and (b) to the Hedging Counterparty of any payments as a result of termination or closing
out (other than where the Hedging Counterparty is the “Defaulting Party” under the Hedging
Agreements) due on such Interest Payment Date but unpaid under the Hedging Agreement;
(v) fifthly, in or towards payment to the Hedging Counterparty of any payments as a result of
termination or closing out (where the Hedging Counterparty is the “Defaulting Party” under

78
 the Hedging Agreement) due on such Interest Payment Date but unpaid under the Hedging
Agreement.
Proceeds Account
(a) The Borrower shall procure that all Proceeds and the Hedging Agreement Costs are paid by the
relevant paying parties directly into the Proceeds Account. If the Borrower receives payment of any
of the amounts referred to Proceeds other than by direct payment into the Proceeds Account, it shall
credit such amounts to the Proceeds Account within one Business Day from the receipt thereof.
(b) The Borrower shall ensure that the Loan Agent has the signing rights in relation to the Proceeds
Account. In case a Securitisation occurs, the Borrower hereby authorises to Loan Agent to delegate
such signing rights to any third party appointed a servicer in connection with such Securitisation.
(c) Amounts from time to time standing to the credit of the Proceeds Account shall be applied, subject
to (d) and (e) below, on each Interest Payment Date exclusively as follows, in each case only to the
extent that the higher priority items have been paid in full:
(i) firstly, pro rata, in or towards (i) the prepayments provided pursuant to the relevant clause of
the Loan Agreement and (ii) any payments due on such Interest Payment Date as a result of
termination or closing out but unpaid under the Hedging Agreement;
(ii) secondly, the remainder (if any) to be transferred to the Payment Account.
(d) On any Business Days prior to an Enforcement on which the relevant payment is due and
payable, in if the indemnities paid are lower than 30% of the Initial Property Market Value as
described under the section headed “Mandatory Prepayment – Proceeds” in case of mandatory
prepayment described above the Loan Agent, upon instruction of the Borrower, shall apply the
Proceeds credited to the Proceeds Account in in order to restore the damages in relation to which it
has received the relevant Proceeds.
(e) On any Business Days prior to an Enforcement, the Loan Agent shall, on instruction of the Borrower
and within the amount of the Hedging Agreement Costs deposited on the Payment Account (if any)
(the Hedging Agreement Available Funds), apply the Hedging Agreement Available Funds only to
pay all costs due by the Borrower in order to enter into a new hedging agreement pursuant to the
Loan Agreement.
(f) On any Business Days following an Enforcement, all the Proceeds standing from time to time to the
credit of the Proceeds Account shall be credited on a daily basis to the Payment Account and applied
in discharge of the obligations of Borrower under the Loan Agreement and the Hedging Agreement.
Operational Account
(a) Prior to the occurrence of an Event of Default, the amounts from time to time standing to the credit
of the Operational Account shall be used by the Borrower, in its absolute and sole discretion, to pay
(i) the due and payable Operational Costs and (ii) if at any Test Date following the deposit to the
Operational Account of the Credited Amount no Event of Default is outstanding and the Prospective
ICR covenant has been complied with, within the limit of the Credited Amount standing to such
Operational Account, any accrued and unpaid fee due to the Property Manager under the Asset and
Property Management Agreement.
(b) Following the occurrence of an Event of Default any and all the amounts standing to the credit of the
Operational Account shall be credited to the Payment Account on a daily basis and applied in
discharge of the obligations of Borrower under the Loan Agreement and the Hedging Agreement. In
such a case, the Borrower shall ensure that the Loan Agent and, in case a Securitization occurs, any

79
 third party appointed as servicer of the Securitization has the sole signing rights in relation to the
Operational Account.
Collateral Account
(a) The Borrower shall ensure that the any collateral to be posted by the Hedging Counterparty (the
Collateral) pursuant to the CSA is and remains at all times credited into the Collateral Account.
(b) The Borrower shall ensure that the Facility Agent has the signing rights in relation to the Collateral
Account. In case a Securitisation occurs, the Borrower hereby authorises to Facility Agent to
delegate such signing rights to any third party appointed a servicer in connection with such
Securitisation
(c) Until the rights of the Borrower in respect of the Collateral have been enforced pursuant to the CSA
and the Collateral Directive (Directive 2002/47/EC, as amended and implemented) by appropriation
or otherwise (a Collateral Enforcement), any amounts standing to the credit of the Collateral
Account may be repaid or otherwise transferred back to the Hedging Counterparty only in
accordance with the relevant provisions of the Hedging Agreement and relevant collateral
arrangements.
(d) Following the occurrence of a Collateral Enforcement , but prior to an Enforcement in respect of the
Loan, any amounts standing to the credit of the Collateral Account up to the amount of the
Transferee’s Exposure (as defined in the Hedging Agreement) shall be applied in or towards
payment to the Facility Agent for the account of the Lender of any accrued interest and fees due but
not paid on such Interest Payment Date under the Facility Agreement. Any amounts standing to the
credit of the Collateral Account and exceeding the Transferee’s Exposure shall be returned to the
Hedging Counterparty.
(e) Following the occurrence of a Collateral Enforcement and following an Enforcement in respect of
the Loan, the relevant amounts standing from time to time to the credit of the Collateral Account
shall be credited to the Payment Account and applied in discharge of the obligations of Borrower
under the Facility Agreement and the Hedging Agreement up to the amount of the Transferee’s
Exposure (as defined in the Hedging Agreement). Any amounts standing to the Collateral Account
and exceeding the Transferee’s Exposure shall be returned to the Hedging Counterparty.
*****
For the purpose of this section (The Borrower Accounts):
The Borrower undertakes to ensure that Prospective ICR calculated as ratio between the Prospective
Operating Income and the Prospective Annual Financial Costs, shall be on each Test Date higher than or
equal to:
(i) 1.10x, from the Signing Date until 31 December 2015 (included);
(ii) 1.30x, from 1 January 2016 (included) until 31 December 2018 (included);
(iii) 1.40x, from 1 January 2019 (included) until the Loan is outstanding
The Prospective ICR shall be tested on each Test Date on the basis of the Prospective Net Operating Income
and Prospective Annual Financial Costs of the twelfth months period following that Test Date.
Prospective ICR means the ratio of (i) the Prospective Net Operating Income; to (ii) the Prospective Annual
Financial Costs.
Prospective Annual Financial Costs means for the twelve month period following the relevant Test Date,
an estimate made by the Borrower, reasonably satisfactory for the Loan Agent, of the aggregate amount of
all interest and amounts in the nature of interest payable in respect of the Loan (including for the avoidance

80
of doubt any amount expected to be paid or received under the Hedging Agreement), it being understood that
the estimate shall be made based on (x) the Loan outstanding as of the relevant Test Date and (y) the
EURIBOR determined on the basis of the applicable Screen Rate as of the Test Date.
Prospective Net Operating Income means (a) the Net Rental Income expected to be received by the
Borrower in the twelve-month period starting from the relevant Test Date it being understood that: (i) Net
Rental Income payable by a Tenant that is more than 45 calendar days in arrears on any of its rental
payments will be ignored; (ii) Net Rental Income payable in relation to the Property for which the Tenant has
exercised its lease termination right or break option right in accordance to the existing Lease Agreement will
be ignored unless a new Lease Agreement has been entered into in relation to the relevant portion of
Property as of the Test Date, less (b) an estimate by the Borrower, satisfactory for the Loan Agent, of the
Operating Costs expected to be incurred by the Borrower for the twelve month period following the relevant
Test Date that shall be calculated based on the Operating Costs incurred by the Borrower in the twelve-
month period preceding the relevant Test Date.
Net Rental Income means the Rental Income net of the Tenant Contributions.
Operating Costs means the (i) Real Estate Costs; and (ii) any recurrent fees and costs relating to the
management of the Borrower.
Real Estate Costs (i) any taxes or other charges relating to the Property, (ii) the fees and any other amount
due under the Asset and Property Management Agreement and any other agreement relating to the
management of the Property unless subordinated in full to the Loan; (iii) any other operating costs which the
Borrower will have to bear in relation to the management of the Property, (iv) any ordinary maintenance
costs; and (v) premiums and other amounts due under any Insurance Policy.
Real Estate Costs (i) any taxes or other charges relating to the Property, (ii) the fees and any other amount
due under the Asset and Property Management Agreement and any other agreement relating to the
management of the Property unless subordinated in full to the Loan; (iii) any other operating costs which the
Borrower will have to bear in relation to the management of the Property, (iv) any ordinary maintenance
costs; and (v) premiums and other amounts due under any Insurance Policy.
Rental Income means the aggregate of all amounts paid or payable to or for the account of the Borrower in
connection with the letting, licence or grant of other rights of use or occupation of any part of a Property,
including each of the following amounts:
(a) rent, licence fees and equivalent amounts paid or payable;
(b) any sum received or receivable from any deposit held as security for performance of a Tenant's
obligations;
(c) a sum equal to any apportionment of rent allowed in favour of the Borrower;
(d) any other moneys paid or payable in respect of occupation and/or usage of the Property and any
fixture and fitting on the Property including any fixture or fitting on the Property for display or
advertisement, on licence or otherwise;
(e) any sum paid or payable under any policy of insurance in respect of loss of rent or interest on rent;
(f) any sum paid or payable, or the value of any consideration received, for the grant, surrender,
amendment, supplement, waiver, extension or release of any Lease Agreement;
(g) any sum paid or payable in respect of a breach of covenant by a Tenant under any Lease Agreement;
(h) any sum paid or payable by any guarantor of any Tenant under any Lease Agreement;
(i) any Tenant Contributions; and

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(j) any interest paid or payable on, and any damages, compensation or settlement paid or payable in
respect of, any sum referred to above less any related fees and expenses incurred (which have not
been reimbursed by another person) by the Borrower.
Tenant Contributions means any amount paid or payable to the Borrower by any Tenant under a Lease
Agreement or any other occupier of any portion of the Property, by way of:
(a) contribution to:
(i) ground rent;
(ii) insurance premia;
(iii) the cost of an insurance valuation;
(iv) a service or other charge in respect of the Borrower 's costs in connection with any
management, repair, maintenance or similar obligation or in providing services to a Tenant
of, or with respect to, any portion of the Property; or
(v) a reserve; or
(b) VAT relating to the items listed under paragraph (a) above.

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 DESCRIPTION OF THE BORROWER HEDGING AGREEMENTS
Interest is payable on the Loan Agreement at a floating rate based on three-month EURIBOR, with the
exception of the first and last interest period. In order to hedge against such exposure, the Borrower, as
protection buyer, (in such capacity the Borrower is also referred to as Party B) and Banca IMI, as protection
seller, (in such capacity, the Hedging Counterparty or Party A) have entered into a prepaid cap instrument
(based on a bullet loan prepayment profile) documented under a 1992 ISDA Master Agreement, the
Schedule thereto, a Credit Support Annex to the Schedule and the related confirmation(s) (collectively, the
Hedging Agreement).
Pursuant to the Hedging Agreement, the Hedging Counterparty will make payments to the Borrower to the
extent that the three-months EURIBOR exceeds (i) 1.00 per cent. until (and including) 20 January 2018; (ii)
1.25 per cent. from 20 April 2018 to 3 December 2019 whilst the Borrower has paid to the Hedging
Counterparty in advanced a fixed premium.
The payments to be made by the Hedging Counterparty under the Hedging Agreement will be based on the
notional amount set forth in the relevant confirmation that on loan closing date is equal to the amount of loan
drawn.
The Hedging Agreement is based on Interest Swap Derivatives Association documents, namely the 1992
ISDA Master Agreement, the Schedule thereto, the Credit Support Annex to the Schedule and the relevant
confirmation. The Hedging Agreement is governed by English law.
“Additional Termination Events” linked to the Hedging Counterparty’s rating
The Hedging Agreement contain “Additional Termination Events” (as referred to in the 1992 ISDA Master
Agreement) which will entitle the Borrower or the Hedging Counterparty to terminate it. In particular, the
Borrower is entitled to terminate the Hedging Agreement if the Hedging Counterparty has failed to comply
with certain obligations, as set forth below.
(A) Fitch Rating Event – Initial Fitch Downgrade
If Party A and, if any, Party A’s Credit Support Provider cease to have at least the First Level Fitch Required
Ratings, as defined below, (each such downgrade an Initial Fitch Downgrade), Party A shall, within 14
calendar days from the occurrence of the relevant Initial Fitch Downgrade, at its own cost and expense
transfer Eligible Credit Support (as defined in the Credit Support Annex) to Party B in accordance with the
provisions of the Credit Support Annex.
For these purposes, First Level Fitch Required Ratings means, with respect to Party A or its successors or
assignee (or, if any, Party A’s Credit Support Provider) the following ratings assigned by Fitch:
(i) “F1” or above and “A” or above, for so long as the highest ranking Notes have a rating of “AAAsf”
by Fitch; or
(ii) “F2” or above and “A-” or above, for so long as the highest ranking Notes have a rating of “AA+sf”
or lower (but higher than “A+sf”) by Fitch; or
(iii) “F2” or above and “BBB+” or above, for so long as the highest ranking Notes have a rating of
“A+sf” or lower (but higher than “BBB+sf”) by Fitch; or
(iv) “F3” or above and “BBB-” or above, for so long as the highest ranking Notes have a rating of
“BBB+sf” or lower (but higher than “BB+sf”) by Fitch; or
(v) the rating assigned to the highest ranking Notes or above, for so long as the highest ranking Notes
have a rating of “BB+sf” or lower by Fitch.

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Party A’s obligation to transfer Eligible Credit Support (as defined in the Credit Support Annex) to Party B
in accordance with the provisions of the Credit Support Annex shall cease if, at any time, Party A at cost and
expense of Party B:
(1). subject to Part 5(e) (Transfer.) of the Schedule, transfers all of its rights and obligations with respect
to this Agreement to a replacement third party having both of the First Level Fitch Required Ratings;
or, alternatively,
(2). procures another person to become unconditional guarantor in respect of the obligations of Party A
under this Agreement which has both of the First Level Fitch Required Ratings; or, alternatively
(3). takes such other action (which may, for the avoidance of doubt, include taking no action) as will
result in the rating of the Notes then outstanding following the taking of such action (or inaction)
being maintained at, or restored to, the level it was at immediately prior to such Initial Fitch
Downgrade.
(B) Fitch Rating Event – Subsequent Fitch Downgrade
If Party A and, if any, Party A’s Credit Support Provider cease to have at least the Second Level Fitch
Required Ratings, as defined below, (each such downgrade a Subsequent Fitch Downgrade), Party A shall,
without prejudice to the Fitch Subsequent Collateral Requirement (as defined below), within 30 calendar
days from the occurrence of such Subsequent Fitch Downgrade, at cost and expense of Party B, use
commercially reasonable efforts to:
(1). subject to Part 5(e) (Transfer.) of the Schedule, transfer all of its rights and obligations with respect
to this Agreement to a replacement third party having both of the Second Level Fitch Required
Ratings, to the extent that at least one such eligible party has made a Firm Offer (as defined below)
in response to a solicitation by Party A to be a replacement third party hereunder; or, alternatively,
(2). procure another person to become co-obligor or unlimited, unconditional guarantor in respect of the
obligations of Party A under this Agreement with at least the Second Level Fitch Required Ratings,
to the extent that at least one such eligible co-obligor/guarantor has made a Firm Offer (as defined
below) in response to a solicitation by Party A to become a co-obligor or unlimited, unconditional
guarantor hereunder; or, alternatively
(3). take such other action (which may, for the avoidance of doubt, include taking no action) as will
result in the rating of the Notes then outstanding following the taking of such action (or inaction)
being maintained at, or restored to, the level it was at immediately prior to such Subsequent Fitch
Downgrade.
Where a Subsequent Fitch Downgrade occurs and is continuing, Party A will at its own cost and within 14
calendar days of such event, transfer Eligible Credit Support (as defined in the Credit Support Annex) to
Party B pursuant to the Credit Support Annex (such a provision of collateral being a Fitch Subsequent
Collateral Requirement), provided that, prior to satisfying a Fitch Subsequent Collateral Requirement the
obligations of the Party A in respect of any outstanding Initial Fitch Downgrade shall continue to apply.
For the avoidance of doubt, the expiry of any above mentioned cure period is without prejudice to the rights
of Party A to transfer all of its rights and obligations with respect to this Agreement to a replacement third
party in accordance with Part 5(e) (Transfer.) of the Schedule or to arrange suitably rated co-obligor or
guarantor at any time.
For these purposes,
Second Level Fitch Required Ratings means, with respect to Party A or its successors or assignee (or, if
any, of Party A’s Credit Support Provider) the following ratings assigned by Fitch:

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(i) “F3” or above and “BBB-” or above by Fitch, for so long as the highest ranking Notes have a rating
of “AAAsf” by Fitch or lower (but higher than “A+sf”);
(ii) “BB+” or above by Fitch, for so long as the highest ranking Notes have a rating of “A+sf” or lower
(but higher than “BBB+sf”) by Fitch; or
(iii) “BB-” or above by Fitch, for so long as the highest ranking Notes have a rating of “BBB+sf” or
lower (but higher than “BB+sf”) by Fitch; or
(iv) “B” or above by Fitch, for so long as the highest ranking Notes have a rating of “BB+sf” or lower
(but higher than “B+sf”) by Fitch;
(v) the rating assigned to the highest ranking Notes by Fitch or above, for so long as the highest ranking
Notes have a rating of “B+sf” or lower by Fitch.
or, where in the reasonable opinion of Party A no legal comfort is given in respect to the enforceability of the
so called “flip clause”:
(vi) “F2” or above and “BBB+” or above by Fitch, for so long as the highest ranking Notes have a rating
of “AAAsf” by Fitch or lower (but higher than “BBB+sf”);
(vii) “BBB-” or above and “F3” or above by Fitch, for so long as the highest ranking Notes have a rating
of “BBB+sf” or lower (but higher than “BB+sf”) by Fitch; or
(viii) the rating assigned to the highest ranking Notes, for so long as the highest ranking Notes have a
rating of “BB+sf” or lower by Fitch.
(C) DBRS Rating Event – DBRS First Rating Event
In the event that each Relevant Entity’s rating falls below the DBRS First Rating Threshold (as defined
below) (the DBRS First Rating Event), within 30 Local Business Days after the occurrence of the DBRS
First Rating Event, Party A shall, at its own cost and expense transfer Eligible Credit Support (as defined in
the Credit Support Annex) to Party B pursuant to the Credit Support Annex.
Party A’s obligation to transfer Eligible Credit Support (as defined in the Credit Support Annex) to Party B
in accordance with the provisions of the Credit Support Annex shall cease if, at any time, Party A at cost and
expense of Party B:
(i) subject to Part 5(e) (Transfer.) of the Schedule, transfer all of its rights and obligations with respect
to this Agreement to a replacement third party having at least the DBRS First Rating Threshold; or,
alternatively,
(ii) procure another person to become, under an Eligible Guarantee (as defined below), co-obligor or
unlimited, unconditional guarantor in respect of the obligations of Party A under this Agreement
with at least the DBRS First Rating Threshold; or, alternatively
(iii) take such other action (which may, for the avoidance of doubt, include taking no action) as will
result in the rating of the Notes then outstanding following the taking of such action (or inaction)
being maintained at, or restored to, the level it was at immediately prior to such DBRS First Rating
Event.
For the avoidance of doubt, the expiry of any above mentioned cure period is without prejudice to the rights
of Party A to transfer all of its rights and obligations with respect to this Agreement to a replacement third
party in accordance with Part 5(e) (Transfer.) of the Schedule or to arrange a suitably rated co-obligor or
guarantor at any time.

85
Notwithstanding anything else provided for in this Agreement, including the Credit Support Annex, Part
6(C) shall not apply and any reference to DBRS First Rating Event and/or DBRS First Rating Threshold
shall be disregarded for so long as the highest ranking Notes are rated below “AA (low)” by DBRS.
(D) DBRS Rating Event – DBRS Second Rating Event
In the event that each Relevant Entity’s rating falls below the DBRS Second Rating Threshold (as defined
below) (the DBRS Second Rating Event), within 30 Local Business Days after the occurrence of such
DBRS Second Rating Event, Party A shall:
(1) at its cost and expenses, transfer Eligible Credit Support (as defined in the Credit Support Annex) to
Party B pursuant to the Credit Support Annex; AND,
(2) at cost and expense of Party B, use commercially reasonable efforts to either:
(i) subject to Part 5(e) (Transfer.) of the Schedule, transfer all of its rights and obligations with
respect to this Agreement to a replacement third party having at least the DBRS Second
Rating Threshold, to the extent that at least one such eligible party has made a Firm Offer (as
defined above) in response to a solicitation by Party A to be a replacement third party
hereunder; or, alternatively,
(ii) procure another person to become, under an Eligible Guarantee, co-obligor or unlimited,
unconditional guarantor in respect of the obligations of Party A under this Agreement with at
least the DBRS Second Rating Threshold, to the extent that at least one guarantor under an
Eligible Guarantee has made a Firm Offer (as defined above) in response to a
solicitation by Party A to become a guarantor under an Eligible Guarantee; or, alternatively
(iii) take such other action (which may, for the avoidance of doubt, include taking no action) as
will result in the rating of the Notes then outstanding following the taking of such action (or
inaction) being maintained at, or restored to, the level it was at immediately prior to such
DBRS Second Rating Event.
For the avoidance of doubt, the expiry of any above mentioned cure period is without prejudice to the rights
of Party A to transfer all of its rights and obligations with respect to this Agreement to a replacement third
party in accordance with Part 5(e) (Transfer.) of the Schedule or to arrange a suitably rated co-obligor or
guarantor at any time.
For these purposes:
DBRS First Rating Threshold means, with respect to the Relevant Entity, (i) that such entity’s long-term,
unsecured and unsubordinated debt or counterparty obligations are rated “A” or above by DBRS or any other
rating level below “A” by DBRS that does not adversely affect the then current ratings by DBRS of the
highest ranking Notes or (ii) in the absence of a public rating assigned from DBRS, a DBRS Equivalent
Rating at least equal to “A” or any other rating level below the DBRS Equivalent Rating of “A” by DBRS
that does not adversely affect the then current ratings by DBRS of the highest ranking Notes.
DBRS Second Rating Threshold means, with respect to the Relevant Entity, (i) that such entity’s long-
term, unsecured and unsubordinated debt or counterparty obligations are rated “BBB” or above by DBRS or
any other rating level below “B” by DBRS that does not adversely affect the then current ratings by DBRS of
the highest ranking Notes or (ii) in the absence of a public rating assigned from DBRS, a DBRS Equivalent
Rating at least equal to “BBB” or any other rating level below the DBRS Equivalent Rating of “BBB” by
DBRS that does not adversely affect the then current ratings by DBRS of the highest ranking Notes.
DBRS Correspondent Rating means the DBRS rating corresponding to the Public Long Term Ratings by
Moody's, Fitch or S&P contained in the DBRS Correspondent Rating Table.
DBRS Correspondent Rating Table means the table below:

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DBRS Moody's S&P Fitch
AAA Aaa AAA AAA
AA(high) Aa1 AA+ AA+
AA Aa2 AA AA
AA(low) Aa3 AA- AA-
A(high) A1 A+ A+
A A2 A A
A(low) A3 A- A-
BBB (high) Baa1 BBB+ BBB+
BBB Baa2 BBB BBB
BBB (low) Baa3 BBB- BBB
BB (high) Ba1 BB+ BB+
BB Ba2 BB BB
BB (low) Ba3 BB- BB-
B (high) B1 B+ B+
B B2 B B
B (low) B3 B- B-
CCC(high) Caa1 CCC+ CCC+
CCC Caa2 CCC CCC
CCC(low) Caa3 CCC- CCC-
CC Ca CC CC
D D D D

DBRS Equivalent Rating means, in relation to a Relevant Entity as of any date of determination, the DBRS
Correspondent Rating of such Relevant Entity as set out in the DBRS Correspondent Rating Table provided
that if at such date:
(a) a Public Long Term Rating is available from Moody's, S&P and Fitch and all such Public Long
Term Ratings are different, the DBRS Equivalent Rating will be the DBRS Correspondent Rating
remaining after disregarding the highest and lowest of such Public Long Term Ratings;
(b) a Public Long Term Rating is available from only two of Moody's, Fitch and S&P and such Public
Long Term Ratings are different the DBRS Equivalent Rating will be the lower of such Public Long
Term Ratings;
(c) a Public Long Term Rating is available from Moody's, Fitch and S&P and two such Public Long
Term Ratings have the same DBRS Correspondent Rating, the DBRS Equivalent Rating will be (i)
the lower DBRS Correspondent Rating, if the third Public Long Term Rating is higher than the two
Public Long Term Ratings having the same DBRS Correspondent Rating or (ii) the higher DBRS

87
 Correspondent Rating if the third Public Long Term Rating is lower than the two Public Long Term
Ratings having the same DBRS Correspondent Rating;
(d) a Public Long Term Rating is available from either (i) only one of Moody's, Fitch and S&P or (ii)
more than one of Moody's, S&P and Fitch and all have the same DBRS Correspondent Rating, the
DBRS Equivalent Rating will be such Public Long Term Rating; and
(e) no Public Long Term Rating is available from any of Moody's, Fitch or S&P, then the DBRS
Equivalent Rating will be deemed to be “D”.
Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as
principal debtor rather than surety and is directly enforceable by Party B, where (I) such guarantee provides
that if a guaranteed obligation cannot be performed without an action being taken by Party A, the guarantor
shall use its best endeavors to procure that Party A takes such action, (II) at least one of the following
alternatives applies (A) the guarantor and Party B are resident for tax purposes in the same jurisdiction, or
(B) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under
such guarantee will be subject to deduction or withholding for tax and such opinion has been disclosed to the
Rating Agencies, or (C) such guarantee provides that, in the event that any of such guarantor's payments to
Party B are subject to deduction or withholding for tax, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any
withholding tax) will equal the full amount Party B would have received had no such deduction or
withholding been required, or (D) in the event that any payment (the Primary Payment) under such
guarantee is made net of deduction or withholding for tax, Party A is required, under this Agreement, to
make such additional payment (the Additional Payment) as is necessary to ensure that the net amount
actually received by Party B from the guarantor (free and clear of any tax) in respect of the Primary Payment
and the Additional Payment will equal the full amount Party B would have received had no such deduction
or withholding been required (assuming that the guarantor will be required to make a payment under such
guarantee in respect of the Additional Payment) and (III) the guarantor waives any right of set-off in respect
of payments under such guarantee.
Relevant Entity means Party A or its successors or assignee (or, if any, Party A’s co-obligor or unlimited
and unconditional guarantor) , provided that, as long as all of the Group Requisite are met, for the purposes
of Part 6(C) (DBRS Rating Event – DBRS First Rating Event) and Part 6(D) (DBRS Rating Event – DBRS
Second Rating Event) of the Schedule – including the definitions of DBRS First Rating Threshold and DBRS
Second Rating Threshold – reference to the then relevant rating of Banca IMI S.p.A. (BIMI) as Party A will
be a reference to the then relevant rating of Banca Intesa Sanpaolo S.p.A. (ISP). For this purposes, the
following qualify as “Group Requisite”:

(1) BIMI is and continue to be 100% owned subsidiary of ISP;

(2) BIMI is a licensed bank based in Italy; and

(3) BIMI is the investment bank arm of the IMI Group and it is core to the Group.

It being understood that in no circumstances ISP will qualify as “Party A” under the Schedule and in no
circumstances ISP will be required to comply with BIMI’s obligations under Part 6(C) and/or Part 6(D) of
the Schedule.
As at the date of this Prospectus, the Hedging Counterparty has a rating assigned (i) to its short-term,
unsecured, unsubordinated and unguaranteed debt obligations of “P-2” by Moody’s, “A-2” by S&P and “F2”
by Fitch and (ii) to its long-term, unsecured, unsubordinated and unguaranteed debt obligations of “Baa2” by
Moody’s, “BBB” by S&P and “BBB+” by Fitch.

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Hedging Bank’ obligation to post Collateral
The Hedging Bank’ obligation to post collateral in favour of the Borrower is documented under the Credit
Support Annex (which is part of the Hedging Agreement) according to which only Party A will be required
to make transfers of “Eligible Credit Support” in favour of the Borrower pursuant to Paragraph 2(a) of the
Credit Support Annex.
“Eligible Credit Support” is constituted by cash and will be credit into a bank account opened in the name of
the Borrower with BNP Paribas Securities Services, Milan Branch.
Interest accrued on the “Eligible Credit Support” if any posted will be periodically paid to Party A.

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 THE BORROWER
Introduction

Montenapoleone Retail S.r.l. (the Borrower), was incorporated in the Republic of Italy on 20 November
2014 as a limited liability company (società a responsabilità limitata) pursuant to the laws of the Republic of
Italy, and in particular Articles 2462 and following of the Italian Civil Code. Its registered office is at Via
Borgonuovo 2, 20121 Milan (Italy) and it is registered with the Companies’ Register of Milan under number
08843900963, fiscal code and VAT number 08843900963. Pursuant to its by-laws, the Borrower’s term of
incorporation shall last until 31 December 2060, subject to extension. Montenapoleone Retail S.r.l. may be
contacted by telephone at +39 02 655.631 .

As at the date of this Prospectus, the Borrower has an authorised, issued and fully paid-up equity capital of
Euro 2,000,000.00 represented by quotas.

The Borrower’s equity capital is entirely held by Statuto Lux Holding RE S.r.l., which is in turn controlled
by Giuseppe Statuto, holding 100% of its equity capital. The equity capital of the Borrower is pledged in
favor of the Finance Parties. See “The Loan Portfolio” above.

The relevant company law governing Statuto Lux Holding RE S.r.l., combined with the transaction structure,
the Borrower’s by-laws and covenants made by Borrower are together intended to prevent any abuse of
control of the Borrower.

Borrower’s corporate object

In accordance with Article 4 of its by-laws “the corporate object of the Borrower is to perform, not in the
interest of the public, the following activities: (a) the acquisition of instrumental assets and movable goods
also recorded in the Public Registers, for rental and lease purposes; (b) the acquisition, development, sale,
management, rent of pieces of land, the acquisition, development, construction, sale, management and rent
of buildings and civil, industrial and commercial properties; (c) the performance, in the interest of
controlling companies, subsidiaries or affiliates and companies under the same control, and in any case to
the extent that they are part of the same group, and not in the interest of the public, of the following
activities: - the grant of loans, both secured and unsecured; - the purchase of stocks, for investment purpose
only and not for arrangement purposes; - the sale and purchase and management of securities for its own
account; - the subscription and holding of insurance policies and capitalisation contracts; (d) the technical
and administrative coordination of the companies of the same group. In order to fulfil the corporate object,
the Borrower may perform – not as its main object and not in the interest of the public – securities and
financial transactions of any kind, including the issue of security interests and personal guarantees in its
own favour or in favour of third parties, as long as within the corporate interest, the grant of loans and
leasing agreements in general, as well as the acquisition of participations and joint interests in other
companies or entities, associations etc. having a purpose similar or connected to its own. The activities
reserved by law to the financial intermediaries of article 106 of Legislative Decree No. 385 of 1 September
1993, the activities reserved by law to the investment companies (società di intermediazione mobiliare)
pursuant to Legislative Decree No. 58 of 24 February 1998, and the brokerage companies pursuant to Law
no. 39 of 3 February 1989, the protected professional activities as of law no. 1815 of November 23, 1939 as
amended and supplemented are in any excluded from the object of the Borrower, as well as, all those
activities reserved by law to entities having certain requirements that the Borrower does not meet”.

Borrower’s Principal Activities

The Borrower has been established as a special purpose vehicle for the purpose of holding properties.

On 3 December 2014, the Platone Fund has contributed (conferimento) into the Borrower the Property
located in Milan (Italy), Via Montenapoleone No. 12, and it is composed by one underground floor and five
floors above ground.

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The Property is currently partially leased to high luxury retailers (first underground floor, plus ground, first,
and second floor); whilst the third and fourth floors are dedicated to suites for the adjacent Four Season
Hotel of Milan (for further information on the Property and the lease agreements, see “The Property
Portfolio – Acquisition, Ownership, Leases And Asset Management”, above).

Directors

The Borrower is managed by a sole director, Mr Massimo Negrini, who was appointed on 26 November
2014. The business address of the sole director of the Borrower (acting in his capacity as sole director of the
Borrower) is the Borrower’s registered office at Via Borgonuovo 2, 20121 Milan (Italy).

The following table shows the main offices held by the sole director outside the Borrower as at the date of
this Prospectus.

Name Main positions held by the sole director outside the Borrower
Negrini Massimo Sole shareholder and sole director of Ardis S.r.l. Società Unipersonale
Sole director of Investclub One S.r.l.
Sole director of Realty One S.r.l.
Sole director of Immobiliare Sviluppo S.r.l.
Sole director of Sviluppo Immobili Milano Centro S.r.l.
Chairman of the board of directors of Regent S.r.l.
Sole director of Progetto Senigallia S.r.l.
Sole director of L&L Luxury Goods S.r.l.
Sole director of Svim Matteotti S.r.l.
Sole director of Svim Fashion S.r.l.
Sole director of Svim San Babila S.r.l.
Sole director of Svim Retail S.r.l.
Sole director of San Basilio Management S.r.l.
Sole director of Brera Hotel Management S.r.l.
Sole director of New Project Management S.r.l.
Sole director of Regent Retail S.r.l.
Sole director of Michele Amari S.r.l.
Sole director of Diemme Immobiliare S.r.l.
Sole director of “Derilca S.r.l.”
Sole director of Resitalia S.r.l.
Sole director of Navigli S.r.l.
Sole director of Verri S.r.l.
Sole director of Lodi S.r.l.
Sole director of Lomazzo S.r.l.
Sole director of Brera S.r.l.
Sole director of Servizi Commerciali S.r.l.
Sole director of Stam S.r.l.
Sole director of PDM B S.r.l.
Sole director of PDM D S.r.l.
Sole director of Vinci S.r.l.
Sole director of Danieli Property S.r.l.
Sole director of MDP Management S.r.l.
Sole director of Servizi Direzionali S.r.l.
Sole director of Statonia Property S.r.l.
Sole director of Vulci Property S.r.l.
Sole director of Servizi Tecnici S.r.l.
Director of Benzoni S.r.l.
Sole director of Michelangelo S.r.l.
Sole director of Senigallia R2 S.r.l.
Sole director of Pellegrino Rossi S.r.l.

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Name Main positions held by the sole director outside the Borrower
Sole director of Parioli Parking S.r.l.
Sole director of Toledo S.r.l.
Sole director of MDP Holding S.r.l.
Sole director of Michelangelo Retail S.r.l.

As far as the Issuer is aware and/or able to ascertain from publicly available information, there are no
potential conflicts of interest between any duties to the Borrower of the sole director and his private interests.

Statutory Auditor of the Borrower

The statutory auditor of the Borrower is Mr Alessandro Speranza who was appointed on 18 December 2014.
The business address of the of the statutory auditor of the Borrower for the purposes of such office is the
Borrower’s registered office at Via Borgonuovo 2, 20121 Milan (Italy).

Name Main positions held by the sole auditor outside the Borrower
Speranza Alessandro Statutory auditor of Sviluppo Immobili Milano Centro S.r.l.
Sole independent auditor of SLH Hotels S.r.l.
Chairman of the Board of Statutory Auditors of Sacli Società Cliniche
Società per Azioni
Independent auditor of Sacli Società Cliniche Società per Azioni
Statutory auditor of ARS Medica – Società per Azioni
Independent auditor of ARS Medica – Società per Azioni
Statutory auditor of Cesare Borzelli S.r.l. in liquidation
Statutory auditor of Casa di cura Guarnieri S.r.l.
Independent auditor of Casa di cura Guarnieri S.r.l.
Independent auditor of Danieli Property S.r.l.
Sole director of B&B Navona S.r.l.
Statutory auditor of Statuto Lux Holding RE S.r.l.
Sole director of IDS Systems S.r.l.
Sole director of Polyhedra Italia S.r.l.
Sole independent auditor of MDP Holding S.r.l.
Liquidator of Identifica S.r.l. – in liquidation

As far as the Issuer is aware and/or able to ascertain from publicly available information, there are no
potential conflicts of interest between any duties to the Borrower of the statutory auditor and his private
interests.

Capitalisation and indebtedness statement

The capitalisation of the Borrower as at the date of this Prospectus is as follows:

Quota capital
Issued, authorised and fully paid-up equity capital Euro 2,000,000

Financial Indebtedness
Loan Euro 203,000,000

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Subject to the above, as at the date of this Prospectus, the Borrower has no borrowings or indebtedness in
respect of borrowings, term loans, liabilities under acceptances or acceptance credits, mortgages, charges or
guarantees or other contingent liabilities.

Financial statements and auditors

Pursuant to the Loan, the Borrower has appointed on 18 December 2014 KPMG S.p.A. as independent
auditor. KPMG S.p.A. is a member of KPMG International, whose registered office in Italy is at Via Vittor
Pisani 25, 20124 Milano (KPMG). KPMG is an accounting firm registered under No. 70623 in the register
of independent auditors held by the Ministry of Economy and Finance.

Since the date of incorporation the Borrower has not commenced operations, save for the purchase of the
Property and the entering into the agreements connected thereto, and no financial statements have been
prepared as at the date of this Prospectus.

The financial year of the Borrower begins on 1 January of each calendar year and ends on 31 December of
the same calendar year with the exception of the first financial year which started on the date of
incorporation of the Borrower and will end on 31 December 2015.

The Borrower’s quotaholder

Statuto Lux Holding RE S.r.l. is the holding company of an Italian group of companies active in the real
estate market (the Statuto Lux Group). The Statuto Lux Group has a high-level expertise in the acquisition
and management of real properties for residential, office and/or retail purposes.
Statuto Lux RE Holding S.r.l. is entirely owned by Mr. Giuseppe Statuto.
Mr. Giuseppe Statuto is also the reference shareholder of SLH Hotels S.r.l, the holding of an Italian group of
companies active in the acquisition and management of hotels in the top segment of the luxury market and
characterised by a special investment approach primarily focused on luxury assets located in the major cities
(the SLH Group).
Through the SLH Group and the Statuto Lux Group, Mr. Giuseppe Statuto (i) owns a portfolio of hotels in
extremely charming locations in the historical and artistic heart of important cities such as Milan and Venice
especially dedicated to a sophisticated clientele; (ii) operates in the office and the retail real estate market;
and (iii) is active in the residential real estate market of the main Italian urban centers (Rome, Milan, Naples
and Turin).

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 THE VALUATION
Prospective investors should be aware that the Valuation was prepared prior to the date of this Prospectus.
DTZ International Limited has not been requested to update or revise any of the information contained
therein, nor will it be asked to do so prior to the issue of the Notes. However, DTZ International has provided
confirmation that they are not aware of any material change in any matter relating to the Property since the
date of the Valuation which would have a significant effect on the valuation. Accordingly, prospective
investors should be aware that the information included in the Valuation may not reflect the current physical,
economic, competitive, market or other conditions with respect to the Property. None of the parties to the
Notes Transaction Documents, the Arrangers or the Lead Manager are responsible for the information
contained in the Valuation.
The Valuation can be found at http://www.ise.ie/debt_documents/Tibet%20-%20Valuation%20Report%20-
Building%20via%20Monte%20Napoleone_Final_08a8dfa3-d49c-43fb-a72c-
e770b3b8c802.PDF?v=15112014
See “Valuation Disclaimer”, above.

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 THE ISSUER
Introduction
The Issuer, Tibet CMBS S.r.l., was incorporated in the Republic of Italy on 21 November 2014 as a limited
liability company (società a responsabilità limitata). Its registered office is at Viale Majno, 45 – 20122
Milan (Italy) and it is registered with the Companies’ Register of Milan under number 08852030967, fiscal
code and VAT number 08852030967. Pursuant to its by-laws, the Issuer’s term of incorporation shall last
until 31 December 2100, subject to extension. Tibet CMBS S.r.l. may be contacted by telephone at +39 02
36743080.
The Issuer is a special purpose vehicle incorporated pursuant to the Italian Securitisation Law for the purpose
of issuing asset backed securities. Tibet CMBS S.r.l. is enrolled under number 35172.6 in the register of
special purpose vehicles (elenco delle società veicolo di cartolarizzazione) held by the Bank of Italy for
statistical purposes pursuant to the order of the Bank of Italy (provvedimento) dated 29 April 2011
(Disposizioni in materia di obblighi informativi e statistici delle società veicolo coinvolte in operazioni di
cartolarizzazione).
As at the date of this Prospectus, the Issuer has an authorised, issued and fully paid-up equity capital of Euro
10,000.00 represented by quotas. At the date of this Prospectus, the Issuer has not authorised any equity
capital increase.
The Issuer’s equity capital is 100% held by Stichting Choral (the Quotaholder).
Issuer’s Principal Activities
The sole corporate object of the Issuer as set out in its by-laws (statuto) and in compliance with the Italian
Securitisation Law is to perform securitisation transactions (operazioni di cartolarizzazione).
In particular, Article 2 of the Issuer’s by-laws provides that “the sole company’s corporate object is to carry
out one or more securitisations transactions under the law. No. 130 of 30 April 1999 through the purchase,
for good and valuable consideration, of monetary claims, both current and future, from the Issuer or another
company incorporated pursuant to Law No. 130/99, funded through the issuance (by the company or another
company incorporated under Italian Law No. 130/99) of securities referred to in Article 1, paragraph 1, lett.
(b), of Law No. 130/99. In compliance with the provisions of the abovementioned law, the credits relating to
each securitisation transaction represent assets that are separate for all purposes from those of the company
and those regarding other operations, on which actions are not allowed from other creditors than the
bearers of the securities issued to finance the purchase of the above mentioned receivables. Within the limits
allowed by the provisions of Law No. 130/99, the Issuer can carry out ancillary transactions for the success
of the securitisation transactions it undertakes, or those which may prove instrumental to the achievement of
its purpose, as well as reinvest in other financial assets the funds deriving from the management of the
receivables bought and not immediately used for satisfying the rights deriving from the above mentioned
securities”.
Directors
The Issuer is managed by a sole director, Mrs Angela Icolaro, who was appointed on 21 November 2014.
The business address of the sole director of the Issuer (acting in her capacity as sole director of the Issuer) is
the Issuer’s registered office at Viale Majno, 45 – 20122 Milan (Italy).

The following table shows the main offices held by the sole director outside the Issuer as at the date of this
Prospectus.

Name Main positions held by the sole director outside the Issuer
Icolaro Angela Director of Siena Mortgages 10-7 S.r.l.

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As far as the Issuer is aware and/or able to ascertain from publicly available information, there are no
potential conflicts of interest between any duties to the Issuer of the sole director and her private interests.

Statutory Auditors of the Issuer

As at the date of this Prospectus, no Board of Statutory Auditors has been appointed.

Accounts of the Issuer and accounting treatment of the Loan

Pursuant to the Bank of Italy regulations, the accounting information relating to the securitisation of the Loan
will be contained in the explanatory notes to the Issuer's accounts (Nota Integrativa). The explanatory notes,
together with the balance sheet and the profit and loss statements, form part of the financial statements of
Italian limited liabilities companies (società a responsabilità limitata).
The financial year of the Issuer begins on 1 January of each calendar year and ends on 31 December of the
same calendar year with the exception of the first financial year which started on the date of incorporation of
the Issuer and will end on 31 December 2014.

Capitalisation and indebtedness statement

The capitalisation of the Issuer as at the date of this Prospectus, adjusted for the issue of the Notes to be
issued on the Issue Date, is as follows:

Quota capital
Issued, authorised and fully paid-up equity capital Euro 10,000
Loan capital
The €105,000,000 Class A Commercial Mortgage Backed Euro 105,000,000
Notes due 2026 will be issued by the Issuer on the Issue
Date
The €27,000,000 Class B Commercial Mortgage Backed Euro 27,000,000
Note due 2026 will be issued by the Issuer on the Issue Date
The €10,000,000 Class C Commercial Mortgage Backed Euro 10,000,000
Note due 2026 will be issued by the Issuer on the Issue Date
The €61,000,000 Class D Commercial Mortgage Backed Euro 61,000,000
Notes due 2026 will be issued by the Issuer on the Issue
Date
The €100,000 Class X Commercial Mortgage Backed Notes Euro 100,000
due 2026 will be issued by the Issuer on the Issue Date

Total Loan Capital Euro 203,100,000

Subject to the above, as at the date of this Prospectus, the Issuer has no borrowings or indebtedness in respect
of borrowings, term loans, liabilities under acceptances or acceptance credits, mortgages, charges or
guarantees or other contingent liabilities.

Financial statements and auditors

As at the date of this Prospectus, no independent auditor has been appointed.

Since the date of incorporation the Issuer has not commenced operations, save for the purchase of the Loan
Portfolio, and no financial statements have been prepared as at the date of this Prospectus.

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97
 THE ORIGINATOR
History of the Originator
The Originator is a banking institution established under Italian law. It is the result of a number of
reorganisations, which have resulted in:
(i) the merger of the securities companies which operated under the names of Caboto Sim – Società di
Intermediazione Mobiliare S.p.A. and Caboto Società di Intermediazione Mobiliare S.p.A. within the
former Banca Intesa banking group into Banca Primavera S.p.A., a bank duly authorised by the Bank
of Italy, which then changed its corporate name into Banca Caboto S.p.A., effective from 1 January
2004. Banca Caboto S.p.A. was then as resulting entity the investment bank of the former Banca
Intesa banking group; and
(ii) the merger of Banca d’Intermediazione Mobiliare IMI S.p.A., the investment bank of the former
Sanpaolo IMI banking group, into Banca Caboto S.p.A., which then changed its corporate name into
Banca IMI S.p.A., effective from 1 October 2007.
The merger by incorporation referred to under paragraph (ii) above was part of a broader rationalisation of
the business and companies belonging to the former Banca Intesa and Sanpaolo IMI banking groups upon
merger of the two banking group in the Intesa Sanpaolo banking group effective 1 January 2007.
The Intesa Sanpaolo Group is the result of the merger effective 1 January 2007 of Sanpaolo IMI S.p.A. with
Banca Intesa S.p.A. The former Banca Intesa banking group, prior to the merger, was also the result of a
series of mergers, having been brought into existence in 1998 by the merger of Cariplo and Ambroveneto,
followed in 1999 by the public exchange offer for 70 per cent. of Banca Commerciale Italiana, which was
merged by incorporation in 2001. The former Sanpaolo IMI group was the result of the merger of Istituto
Bancario San Paolo di Torino and Istituto Mobiliare Italiano in 1998, and of the subsequent integration of
Banco di Napoli, in 2000 and of Gruppo Cardine, in 2002.
On 29 July 2009 Banca IMI S.p.A.’s extraordinary shareholders' meeting resolved in favour of a capital
increase of Euro 750 million, including any premium price, which capital increase was subscribed by the
sole shareholder Intesa Sanpaolo S.p.a. by contributing the Investment Banking business division to Banca
IMI, thereby completing the integration of Banca Caboto and Banca IMI.
Legal and Commercial Name of the Originator
The legal and commercial name of the Originator is Banca IMI S.p.A., or in short form IMI S.p.A.
Place of Registration and Registration Number of the Originator
The Originator is registered with the Companies' Register of Milan under No. 04377700150. The Originator
is also registered with the Register of Banks held by the Bank of Italy under No. 5570 and is part of the
Intesa Sanpaolo Banking Group, which is registered with the Register of Banking Groups (Albo dei Gruppi
Bancari) and a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei
Depositi).
Date of Establishment and Duration of the Originator
The Originator was established on 29 March 1979 by a notarial deed of the Notary public Landoaldo de
Mojana. The duration of the Originator is until 31 December 2100 and may be extended by an extraordinary
resolution of the shareholders' meeting, passed with the quorum provided for by law.
Legal Status, Registered office and Share Capital of the Originator
The Originator is an Italian bank established as a company limited by shares (società per azioni). The
Originator is incorporated and carries out its business under Italian law. The Courts of Milan have
jurisdiction in respect of any disputes. The Originator, both as a bank and as a member of the Intesa

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Sanpaolo banking group, is subject to the Bank of Italy's prudential supervision. The Originator is a company
belonging to the Intesa Sanpaolo Group, of which Intesa Sanpaolo S.p.A. is the parent company, and is
subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A.
The registered and administrative office of the Originator is in Largo Mattioli, 3 20121 Milan. The
Originator has offices in Rome and Naples and a branch in London, at 90 Queen Street, London EC4N 1SA,
United Kingdom.
At 31 December 2011, the Originator’s issued and paid–up share capital amounted to €962,464,000, divided
into 962,464,000 ordinary shares. The shares are in registered form and undivided. Each ordinary share
carries the right to one vote. Intesa Sanpaolo S.p.A. holds directly 100 per cent. of the fully subscribed and
paid up share capital of the Originator.

Description of the Originator's main activities activities

The Originator is the investment banking arm and securities firm of Gruppo Intesa Sanpaolo and it offers a
wide range of capital markets, investment banking and special lending services to a diversified client base
including banks, companies, institutional investors, entities and public bodies.
The Originator’s business is divided into four business divisions: Capital Markets, Finance & Investments,
Investment Banking and Structured Finance.
The Capital Markets division operates as market maker for government bonds and leading Italian and
European debt instruments and listed derivatives; it offers to clients the full range of trading and brokerage
services in derivatives and cash instruments, specialised consultancy services for companies, banks and
financial institutions in relation to the management of financial risks, assistance to banks and financial
institutions in relation to the structuring of investment products targeted to retail customers, equity financing
securities lending and prime brokerage services and financial products placement.
The Finance & Investments division operates funding and treasury activities, as well as investment and
proprietary portfolio management activities.
The Investment Banking division provides placing and arranging services for equity, debt instruments and
hybrid instruments as well as consultancy and advisory services in respect of merger, acquisition, divestment
and restructuring transactions.
The Structured Finance division provides to corporate borrowers leveraged and acquisition finance lending
services, project finance lending (both in the domestic and in the international market), tailormade structured
finance, special financing services, market risk management through syndication, market placement of
syndicated transactions, real estate financial advisory and real estate structured financings.
The Originator is mainly active in the Italian financial market and, to a lesser extent, in other European
Union and U.S. markets.

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 USE OF PROCEEDS
The proceeds from the Issue of the Notes (other than class X Notes), being €203,000,000, will be applied to
the Issuer to pay the Originator the Purchase Price for the Loan Portfolio in accordance with the Loan
Portfolio Sale Agreement. The proceeds from the issue of the Class X Notes, being €100,000, will be
credited to the Class X Account.

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 DESCRIPTION OF THE NOTES TRANSACTION DOCUMENTS
The description of the Notes Transaction Documents set out below is a summary of certain features of those
agreements and is qualified by reference to the detailed provisions of the Notes Transaction Documents.
Unless otherwise defined, capitalised terms and expressions used in this section shall have the same meaning
ascribed to them under the Terms and Conditions of the Notes.
A. THE LOAN PORTFOLIO SALE AGREEMENT
On 19 December 2014, the Originator and the Issuer entered into the Loan Portfolio Sale Agreement,
pursuant to which the Originator has assigned and transferred to the Issuer, without recourse (pro soluto), all
of its rights, title and interest in and to the Loan Portfolio. The sale of the Loan Portfolio was made in
accordance with article 58, paragraphs 2, 3 and 4 of the Consolidated Banking Act (as provided by article 4
of the Italian Securitisation Law). Notice of the transfer was published in the Gazzetta Ufficiale della
Repubblica Italiana, Parte Seconda, number 153 of 30 December 2014 and was published in the Companies
Register of Milan on 8 January 2015.
Purchase Price
The consideration to be paid by the Issuer to the Originator in respect of the Loan Portfolio pursuant to the
Loan Portfolio Sale Agreement is equal to the Purchase Price. The Purchase Price of the Loan Portfolio is
Euro 203,000,000.
The Issuer will pay the Purchase Price in immediately available funds on the Transfer Date, in accordance
with the settlement instructions to be agreed between the Originator and the Issuer on or prior to such date.
Representation and Warranties
Under the Loan Portfolio Sale Agreement, the Originator made certain representations and warranties to the
Issuer. As of the date of execution of the Loan Portfolio Sale Agreement and as of the Issue Date, the
Originator represented and warranted to the Issuer, inter alia, that: (i) the Originator disbursed the Loan in
full on 3 December 2014 for the aggregate principal amount of Euro 203,000,000; no repayments have been
made by the Borrower and, as of the date of the execution of the Loan Agreement, the outstanding principal
amount of the Loan is Euro 203,000,000; the Loan carries a right to repayment of principal in an amount not
less than the Purchase Price based on its principal amount outstanding on the Issue Date; (ii) the Receivables
are exclusively, fully and unconditionally owned by the Originator and are not subject to any lien,
attachment, pledge or other charge in favour of any third party; the Loan Portfolio is freely transferable by
the Originator pursuant to the terms of this Agreement and the Originator has the right, power and authority
to transfer and assign the Loan Portfolio; (iii) the Loan has been granted in accordance with the applicable
laws and regulations, in accordance with the applicable internal credit approval procedures of the Originator;
(iv) on the basis of the legal opinions received by the Originator as condition precedent to advance the loan
(and subject to any assumption, reservation and qualification set out therein) and on the basis of the
representations given by the Borrower and the other Companies (as defined in the Loan Agreement), the
Loan Agreement has been validly and duly executed; (v) the disbursement of the Loan has been made
following the satisfaction of all conditions precedent as provided for in the Loan Agreement, and no waiver
had been sought or given in such respect; (vi) on the basis of the legal opinions received by the Originator as
condition precedent to advance the loan (and subject to any assumption, reservation and qualification set out
therein) and on the basis of the representations given by the Borrower and the other Companies (as defined
in the Loan Agreement), each of the Loan Transaction Documents is valid, binding and enforceable and each
Loan Security Document creates a security interest (causa di prelazione) which is duly enforceable against
the Borrower and third parties; (vii) on the basis of the notarial post-closing reports received by the
Originator, each Loan Security has been duly granted created, and (where applicable) filed for registration
and any activities required under the relevant Security Documents in relation to the perfection of the Loan

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Security have been performed and not waived (provided that the perfection of the formalities over the pledge
over the Borrower’s quotas in the Companies’ Register, which has been delayed but nevertheless completed
prior to the date of this agreement; (viii) the Originator has not received any written notice of any default or
insolvency in respect of the tenants of the Property, or exercise of any break option by such tenants; (ix) the
Originator has not received any written notice of any formal dispute, potential or actual litigation in respect
of the Receivables or the Loan Security; (x) the technical reports received by the Originator as condition
precedent to advance the Loan do not disclose any material issue which would adversely affect the Property
or would have caused a reasonably prudent banking lender in the Italian market to refuse the disbursement of
the Loan (including without limitation in respect of land and building cadaster, town planning data, building
permits, elevators, sewage, electric, heating, air conditioning and other systems); no recommendation was
received by the Originator to carry out any environmental audit or survey of the Property; (xi) the Originator
has not received any written notice of any event of default (however described) in respect of the Loan
Agreement and, to the best of the Originator’s knowledge, no such event of default has occurred; the
Originator has not taken, nor has it taken any preliminary step in relation to, any enforcement or other
judicial action in respect of the Loan Agreement.
In addition to the above, the Originator has given further representations in respect of its status and powers
and certain characteristics of the Loan, the Loan Agreement and the Loan Security Documents.
Indemnity and Undertakings
The Loan Portfolio Sale Agreement contains a number of undertakings by the Originator in respect of its
activities in relation to the Loan Portfolio. The Originator has undertaken, inter alia, to indemnify and hold
harmless the Issuer on demand from and against any and all damages, losses, claims, demand, costs,
expenses and/or Tax (including, without limitation, the legal fees) that the Issuer might incur or suffer as an
immediate and direct result of (i) the untruthfulness and the non-correctness of any of the representations and
warranties given pursuant to the Loan Portfolio Sale Agreement; or (ii) a default by the Originator in the
performance of any of its material obligations under the Loan Portfolio Sale Agreement which has not been
remedied within the following 10 Business Days; or (iii) any amount offset by the Debtor pursuant to the
Loan Finance Documents against the Issuer as owner of the Receivables, in respect of any amounts owed to
the Debtor by the Originator, to the extent such off-setting refers to facts and circumstances occurred on or
prior to the Transfer Date. The Originator has also undertaken that will not, without the prior written consent
of the Issuer, (i) assign or otherwise dispose of the Loan Portfolio, or undertake to assign or otherwise
dispose of it (other than in accordance with the Loan Portfolio Sale Agreement); (ii) create or consent the
creation of any lien, encumbrance or security interest or third parties’ rights over the Loan Portfolio; (iii)
take any action which would cause a reduction in the amount of any Receivables, or which would cause the
invalidity or non-enforceability of the Receivables or of the Loan Transaction Documents; (iv) initiate any
foreclosure or judicial proceedings in respect of the Loan Portfolio; (v) amend the Loan Transaction
Documents.
In the event of a material breach of any of the representations and warranties given by the Originator under
the Loan Portfolio Sale Agreement that:
- in the opinion of the Issuer (or of the Noteholders Representative acting upon the instructions of
the Noteholders in accordance with the Conditions ), materially and adversely affects the value
of the Loan Portfolio or the interest of the Noteholders, and
- provided that such breach is not cured within a period of 60 days of receipt of a written notice
from (or on behalf of) the Issuer to that effect (or such longer period not exceeding 90 days as
the Issuer and the Noteholders Representative may agree – in each case, the Grace Period),
the Originator will, without prejudice to any other right and remedy under the Notes Transaction Documents
or applicable law, pay upon first demand and without exceptions to the Issuer an amount equal to the sum of:

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(i) the outstanding principal amount of the Loan as of the date on which the payment is made by the
Originator (the Reference Date);
(ii) an amount equal to interest accrued and not paid in relation to the Loan as of the Reference date,
plus
(iii) an amount equal to any duly documented expenses incurred by the Issuer in connection with the
relevant misrepresentation (including for the avoidance of doubt any legal fees incurred for
investigating such misrepresentation),
(the aggregate of (i), (ii) and (iii) above, the Indemnity Value). Any such Indemnity Value will be paid upon
first demand and without exceptions, following the expiry of the Grace Period: (i) on the Notes Payment
Date immediately following such demand; or (ii) at the Originator’s discretion in case the immediately
following Notes Payment Date occurs less than 30 days after the relevant demand, on the next following
Notes Payment Date. The Issuer will promptly reimburse – upon full repayment of all the Notes – to the
Originator any Indemnity Value paid by the Originator if and to the extent any amounts under the Loan
Portfolio are collected or recovered by (or on behalf of) the Issuer.
As an alternative to the above, the Originator will have the right (but not the obligation), in the circumstances
set out above, to repurchase from the Issuer the Loan Portfolio for an aggregate amount equal to the
Indemnity Value (which for such purpose will be determined with reference to the outstanding principal and
accrued but unpaid interest as of the time or repurchase). Any re-transfer and repurchase pursuant to this
clause will be effected in such manner as the Originator may agree with the Issuer (in any event at no cost for
the Issuer), provided that any such repurchase may only occur (i) on the immediately following Notes
Payment Date; or (ii) at the Originator’s discretion, in case the immediately following Notes Payment Date
occurs less than 30 days following the event triggering the repurchase, on the next following Notes Payment
Date. Payment of the repurchase price will be paid in immediately available funds in Euro on the date of
repurchase.
The Seller acknowledges and agrees that any re-transfer and repurchase of the Loan Portfolio pursuant to this
clause will constitute an aleatory contract (contratto aleatorio) under the terms of article 1469 of the Italian
civil code and a sale at the risk of the Originator under the terms of article 1488 of the Italian Civil Code.
The Issuer will therefore (i) not be requested to provide any representations and warranties in relation to the
Loan Portfolio; (ii) will only be responsible for its own acts (fatto proprio) pursuant to the terms of article
1266 of the Italian Civil Code.
It is understood that, in the event that the Originator pays the Indemnity Value or repurchases the Loan in
accordance with the above, the Issuer will not be entitled to raise any further claim against the Originator
under this Agreement.
Governing Law
The Loan Portfolio Sale Agreement will be governed by and construed in accordance with the laws of the
Republic of Italy.
B. KEY TERMS OF THE SERVICING AGREEMENT
The Servicer
Pursuant to the Servicing Agreement, the Issuer will appoint Credito Fondiario S.p.A. (the Servicer) as
Regulatory Servicer, Primary Servicer and Special Servicer to act as it agent and provide certain services in
relation to the Loan Portfolio.
The Regulatory Servicer will act as “soggetto incaricato per i servizi di riscossione dei crediti ceduti e dei
servizi di cassa e di pagamento” pursuanto to article 2 of the Italian Securitisation Law by monitoring: (i)
compliance of the Securitisation with the Italian Securitisation Law; (ii) the cash and payment services in
respect of the Notes; and (iii) the recovery and collection activities in respect of the Receivables and the

103
Loan Portfolio. The Regulatory Servicer will also perform any other duties applicable from time to time as
specified under the Servicing Agreement (the Regulatory Services).
The activities to be carried out by the Primary Servicer will include (prior to the Loan becoming a Specially
Serviced Loan), taking all steps to preserve the Issuer’s interests, processing and managing administrative
and accounting data in relation to the Loan Portfolio and performing any other duties applicable to the
Primary Servicer from time to time as specified under the Servicing Agreement (the Primary Services)
The Special Servicer will (for as long as a Loan is a Specially Serviced Loan) perform the activities
described above with respect to the Primary Servicer, as well as all other duties applicable to the Special
Servicer from time to time as specified under the Servicing Agreement (the Special Services).
Delegation
The Primary Servicer and the Special Servicer may enter into sub-servicing agreements with a delegate
Primary Servicer or a delegate Special Servicer (each a Delegate) to delegate any or all of their respective
liabilities under the Servicing Agreement, provided that certain conditions are met.
Notwithstanding the delegation or sub-contracting, the relevant appointing Servicer will not be released and
discharged from any liability, and will remain responsible for the timely performance of its duties and
obligations under the Servicing Agreement: the performance or non-performance or the manner of
performance of any Delegate will not affect the relevant Servicer’s liability or obligations under the
Servicing Agreement.
The Regulatory Servicer, unless expressly stated otherwise, will not be allowed to delegate or sub-contract
its services to a third party.
Servicing Standard
Each Servicer will perform its duties in accordance with the following servicing standard (the Servicing
Standard):
(i) all applicable laws and regulations;
(ii) the terms of the Loan Agreement and the Loan Transaction Documents;
(iii) the terms of the Servicing Agreement and, in the case of the Delegate Primary Servicer or Delegate
Special Servicer, the terms of the Delegate Servicing Agreement;
(iv) the same manner and the same skill, care and diligence that the Servicer applies in servicing similar
commercial mortgage loans for other third parties; or, if higher, the standard of skill, care and
diligence that the Servicer applies in servicing similar commercial mortgage in its own portfolio; and
(v) in respect of the Special Servicer only, as long as the Loan is a Specially Serviced Loan, the terms of
the most recent Asset Status Report;
in each case giving due consideration to customary standards of practice of reasonably prudent commercial
mortgage loan servicers in the Italian market, with a view to the timely collection of all scheduled payments
of principal, interest and other amounts due in respect of the Loan, and, if the Loan comes into and continues
to be in default, achieving the maximization of the recoveries for the Issuer on or before the Final Maturity
Date. In the event there is any conflict between the above requirements, the Servicer will apply such
requirements in the order of priority in which they appear.
Each Servicer will adhere to the Servicing Standard without regard to any conflicting interest it or any of its
affiliates may have in respect of any party to the Notes Transaction Documents or the Loan Transaction
Documents, or any of their affiliates, or any interest held by it or any of its affiliates in the Notes.
Duties of the Loan Agent

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Pursuant to the Servicing Agreement, the Loan Agent will co-operate with the Primary Servicer and the
Special Servicer, as the case may be, and provide any reasonably required assistance and information to
ensure that the Primary Servicer or the Special Servicer is able to perform its obligations under the Servicing
Agreement. The Loan Agent will promptly forward to the Primary Servicer or the Special Servicer, as the
case may be, all notices and documents received under or in connection with the Loan Agreement, the Loan
Security or the Property.
Servicing Transfer Event
The Loan will become a Specially Serviced Loan if any of the following occurs (each, a Servicing
Transfer Event):
(i) a payment default occurs on the final maturity date;
(ii) any payment being more than 30 days overdue;
(iii) the Borrower becoming insolvent or otherwise subject to Insolvency Proceedings;
(iv) the Property or any other asset of the Borrower becoming subject to enforcement or other judicial
proceedings;
(v) subject to the relevant clause of the Servicing Agreement, any other event of default under the Loan
Agreement, however described, occurs, or is in the opinion of the Primary Servicer exercised in
accordance with the Servicing Standard, imminent and is not likely to be cured within 21 days, and,
in each case, which would be likely to have a material adverse effect upon the interests of the Issuer.
Promptly after the determination by the Primary Servicer that a Servicing Transfer Event has occurred, the
Primary Servicer will inform the Parties and the Calculation Agent.
The Loan will cease to be a Specially Serviced Loan upon the discontinuance for two consecutive Loan
Interest Periods of the circumstances which constituted the Servicing Transfer Event, provided that no other
Servicing Transfer Event occurred.
Asset Status Report
Pursuant to the Servicing Agreement, if a Servicing Transfer Event occurs, the Special Servicer will (a)
request an updated valuation of the Property and (b) prepare an asset status report within 60 days (the Asset
Status Report or AS Report). The Special Servicer will consult with the Operating Advisor in connection
with the AS Report. The AS Report will contain:
(i) a description of the status of the Loan, the leases and the Property, and of any negotiations with the
Borrower;
(ii) consideration for available strategies and their impact on net present value of the Loan, including
without limitation work-out of the Loan or realisation of the Loan Transaction Security;
(iii) a conclusion as to the strategy that, according to the Special Servicer, would maximise recovery on
the Loan on a net present value basis;
(iv) details of the most recent Property valuation.
The Special Servicer will deliver the AS Report to the Servicer and the Operating Advisor. The Special
Servicer will also deliver to the Issuer and the Noteholders Representative a summary of the AS Report, with
information redacted if and to the extent the Special Servicer determines it would compromise any ongoing
negotiations with the Borrower. The Issuer will publish such summary in a regulated information service
filing or equivalent, in accordance with the applicable laws, regulations and listing rules.
The above will apply also in respect of any updated or revised AS Report and summary that the Special
Servicer may prepare from time to time.

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In the event there is any conflict between the AS Report and the paragraphs (i) and (iv) of the definition of
Servicing Standards, the latter will prevail.
Modifications, waivers, amendments and consents
As long as the Loan is not a Specially Serviced Loan, the Primary Servicer will receive, consider and
respond to requests for consents, modifications, waivers or amendments requested or proposed by the
Borrower, the Loan Agent or any other relevant entity in respect of the Loan Transaction Documents (each a
Request), provided that any decision in that respect will be made and, if approved, implemented only in
accordance with the Servicing Agreement.
The Primary Servicer will, as a condition to agree to any Request, require that the Borrower pays any related
out-of-pocket costs and expenses, including without limitation all reasonable legal fees incurred by the
Servicer, if such a request complies with the Servicing Standard.
Subject in each case to compliance with the Servicing Standard, the Primary Servicer may, but will not be
obliged to, consent to:
(A) any Request if all the following conditions are satisfied:
(i) no Note Enforcement Notice has been given which remains in effect;
(ii) the Issuer would not be required to defer repayment of principal or payment of any amount
under the Notes because of the Request;
(iii) the effect of such Request would not be to extend the final maturity date of the Loan to a
date falling less than 30 months prior to the Final Maturity Date;
(iv) following such consent, the Loan Security will continue to include a first-ranking mortgage
over the Property and security assignment of relevant rents, or other security satisfactory to
the Primary Servicer (in which case the Primary Servicer will give prior written notice to the
Rating Agencies);
(v) the Request does not affect any Reserved Matter.
(B) any Request if the provisions of the Loan Transaction Documents require such consent to be granted
subject to certain specified conditions being satisfied, provided that the Servicer, upon consultation
with the Operating Advisor, is of the opinion that such conditions have been met;
(C) any Request for a formal modification, i.e. any Request aimed at curing any ambiguity or mistake of
the Loan Transaction Documents, or correct or supplement any provisions which may be inconsistent
with each other, or required to comply with any change in applicable law.
The Primary Servicer will inform in writing the Noteholders Representative and the Issuer about its intention
to consent to any of the above Requests, with no less than 5 days’ notice. The notice will present the facts
and circumstances of the relevant Request and the reasons for granting the relevant consent. The Primary
Servicer may consult with the Issuer and the Noteholders Representative and the Issuer during such period.
In all other cases the Servicer will not be permitted to consent to any Request unless:
(i) in the event of a Request which would cause, directly or indirectly, a Basic Term Modification
(including for the avoidance of doubt any Request on a Reserved Matter), the Noteholders approve
such Request in accordance with the Conditions;
(ii) in all other circumstances, the Primary Servicer has given notice to the Noteholders and the Parties
of the Request, the proposed action in respect of such Request and the reason thereof, in reasonable
detail, and:

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 - negative consent: the Primary Servicer has not received (and has given notice to the Issuer and
the Noteholders Representative that it has not received) written objections from Noteholders
holding at least 25% of the principal amount outstanding of any class of Notes in relation to
which a Control Valuation Event has not then occurred (as determined by the Primary Servicer),
within 30 days of the date of the delivery of the relevant notice; or
- express consent: the proposed action is expressly approved by resolutions of each class of Notes
in relation to which a Control Valuation Event has not then occurred (as determined by the
Primary Servicer).
The same provisions will apply, mutatis mutandis, to any consents, modifications, waivers or amendment the
Loan Transaction Documents proposed by the Servicer itself or by any other party.
A Reserved Matter includes (i) an extension of the Loan Maturity Date (other than to a date falling less than
30 months prior to the Final Maturity Date), (ii) any reduction to the amount of principal, rate of interest,
fees or other amounts payable under the Loan, except in the case of an enforcement or other similar
realization of the Loan Security, (iii) without prejudice to (i) above, any change to the method of calculating
amounts payable under the Loan, or the scheduled date of payment in respect of any interest or principal in
respect of the Loan; (iv) any change to the currency of payment of the Loan, (v) any change to the rights of
the “lender” to assign or transfer its rights under the Loan Transaction Documents, and (vi) any change to the
definition of Reserved Matter.
Servicing Fee
The Issuer will pay to the Regulatory Servicer an annual fee, payable pro rata on each Note Payment Date,
in the amount separately agreed in a fee letter executed between the Servicer and the Issuer.
The Issuer will pay to the Primary Servicer a fee (the Primary Servicing Fee) equal to the higher of: (a)
0.03 per cent. per annum of the outstanding principal amount of the Loan and (b) Euro 45,000 per annum,
payable pro rata on each Note Payment Date. The Primary Servicing Fee will accrue and will be calculated
on the basis of the principal amount outstanding of the Loan at the beginning of each Loan Interest Period.
On each Note Payment Date on which a Loan is a Specially Serviced Loan, the Issuer will pay to the Special
Servicer a fee (the Special Servicing Fee) equal to 0.15 per cent. per annum of the outstanding principal
amount of the Loan, payable pro rata on each Note Payment Date. The Special Servicing Fee will accrue
and will be calculated on the basis of (a) the actual number of days on which the Loan is designated as a
Specially Serviced Loan and (b) the principal amount outstanding of the Loan at the beginning of each Loan
Interest Period. The Special Servicing Fee will be paid in addition to the Primary Servicing Fee.
A liquidation fee equal to 0.50 per cent. of any Liquidation Proceeds received by the Issuer (the Liquidation
Fee) will be payable by the Issuer to the Special Servicer provided that no Liquidation Fee will be payable:
(a) where the Loan was a Specially Serviced Loan for a period of 30 days or less; or
(b) where the Loan, the Borrower or the Property is sold to an affiliate of the Special Servicer, whether
directly or indirectly.
Moreover, in case of termination of the appointment of the Special Servicer without a cause pursuant
to the terms of the Servicing Agreement, the Special Servicer so replaced (the Replaced Servicer),
the Replaced Special Servicer will be entitled to a percentage of the Liquidation Fee that would have
been to the Replaced Special Servicer on the relevant Notes Payment Date if its appointment had not
been terminated (the Relevant Liquidation Fee), depending on when the Liquidation Proceeds are
realised.

% of the Relevant Liquidation Fee Time of realization of the Liquidation Proceeds

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 75 within 3 months after the termination of the appointment

50 within 6 (but more than 3) months after the termination of

the appointment

25 within 9 (but more than 6) months after the termination of

the appointment

0 after 9 months

The Liquidation Fee due to the replacement Special Servicer will be reduced by a corresponding amount.

Servicing Expenses
Subject to the terms of the Servicing Agreement, each Servicer will be reimbursed on each Note Payment
Date in respect of out-of-pocket costs and expenses duly documented and properly incurred in the
performance of their services.
Reporting
Investor CMSA Quarterly Report
The Primary Servicer will prepare and deliver the following reports:
(i) CMSA E-IRP Loan Setup File, setting forth loan-level information including cut-off balance, original
mortgage rate, maturity date and general payment information, as well as financial data;
(ii) CMSA E-IRP Loan Periodic Update File, setting forth quarterly remittances on the Loan as well as
the tracking of both scheduled and unscheduled payments;
(iii) CMSA E-IRP Property File, setting forth information regarding the Property;
(iv) CMSA E-IRP Primary Servicer Watchlist Criteria and Primary Servicer Watchlist File, setting forth
details of any event which would cause the Loan to be included on the Servicer watchlist.
Each of the above reports (collectively, the CMSA European Investor Reporting Package) will refer to
the most recent Loan Interest Period, based on information provided by the Special Servicer if the Loan is a
Specially Serviced Loan.
The report will be in the form prescribed in the standard European Investor Reporting Package published
from time to time by the Commercial Real Estate Finance Council Europe (commonly known as the CMSA
E-IRP), subject to any required adjustments for properties located in Italy.
Loan Level Reporting
The Primary Servicer will report additional information on the Loan for the most recent Loan Interest Period,
including the following:
(i) cash flows, including in respect of principal, interest and any other amounts received;
(ii) rate of interest;

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(iii) financial covenants ratios based on the Borrower’s compliance certificates or other available
information;
(iv) details of tenants; lease expiration schedule, assuming lease breaks are either exercised or non-
exercised;
(v) information on the Loan Security;
(vi) any other information provided by the Borrower;
(vii) following a modification of the Loan, a report setting out the original and revised terms;
(viii) following a liquidation of the Loan, the amount of Liquidation Proceeds.
(such report, together with the CMSA European Investor Reporting Package, the Investor Report).
The above information will be in the form agreed from time to time between the Primary Servicer, the Issuer,
the Calculation Agent and the Noteholders Representative.
The Primary Servicer will also deliver to the Calculation Agent a report setting out the informations referred
to in paragraphs (i) and (ii) of the relevant clause of the Servicing Agreement, at least one Business Day
prior to each Calculation Date (the Collection Report).
General
The Primary Servicer will deliver the Investor Report to the other Parties and to the Calculation Agent on a
quarterly basis within 15 Business Days after a Note Payment Date and will publish it on its website
(www.fonspa.it, or such other website as from time to time notified by the Primary Servicer to the Parties
and to the Noteholders in accordance with the Notes Transaction Documents). The Issuer hereby authorises
the Primary Servicer to disclose all the relevant information published on such website to the holders of the
Notes and prospective holders of the Notes, subject to any applicable Servicing Standard. .
The Special Servicer will co-operate and provide all required information to the Primary Servicer as long as
the Loan is a Specially Serviced Loan.
The Primary Servicer and the Special Servicer will co-operate and provide all required information to the
Corporate Servicer in order to: (a) ensure compliance by the Issuer with the supervisory regulations,
including without limitation those of the Bank of Italy; (b) maintain the Issuer’s accounting books and
records; (c) prepare the Issuer’s profit and loss account, balance sheet, directors’ report, and any other
periodical filings and report pursuant to applicable laws and regulations.
Note Maturity Plan
If the Loan remains outstanding on the date falling 30 months prior to the Final Maturity Date (the Note
Maturity Plan Trigger Date) and, in the opinion of the Special Servicer, all recoveries then anticipated are
unlikely to repay the Notes in full, then the Special Servicer will, within 45 days of the Note Maturity Plan
Trigger Date, prepare a strategy about the final disposal or other resolution of the Loan, assuming that the
Notes are not repaid on their Final Maturity Date (the Note Maturity Plan). The Special Servicer will
deliver the draft Note Maturity Plan to the Parties and to the Noteholders.

Upon receipt of the draft Notes Maturity Plan, the Noteholders Representative will convene, at the cost of the
Issuer, a meeting of all Noteholders at which the Noteholders will have the opportunity to discuss the
proposals contained in the draft Note Maturity Plan with the Special Servicer. Following such meeting, the
Special Servicer will reconsider the Note Maturity Plan, if needed, and make modifications to address the
views of the Noteholders (subject to the Servicing Standard), following which the Special Servicer will

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promptly provide a Notes Maturity Plan to the Issuer, the other Parties, the Rating Agencies, the Noteholders
Representative and the Noteholders.
Upon receipt of the final Notes Maturity Plan, the Noteholders Representative will convene, at the cost of the
Issuer, a meeting of the most senior Class of Notes then outstanding at which the Noteholders of the most
Senior Class will be requested to select their preferred option among the proposals set forth in the Notes
Maturity Plan. The Special Servicer will, subject to the Servicing Standard, implement such proposal and
inform the Rating Agencies.
If no option receives the approval of the most senior Class of Notes at such meeting, then the Special
Servicer will be entitled to continue to enforce or workout the Loan in accordance with the Servicing
Standard, save that the Special Servicer may not extend the relevant Loan Maturity Date to a date less than
30 months prior to the Final Maturity Date (subject to Condition 15.5 (Constituting the meeting and validity
or the resolutions – Basic Term Modifications), unless directed by a resolution of the Noteholders of the
most Senior Class of Notes, and will inform the Rating Agencies that no specific proposal has been
approved.
All notices in connection with the above will be at the cost of the Issuer.
Termination
Termination for cause
Pursuant to the Servicing Agreement, each of the following constitutes a termination event in relation to the
Regulatory Servicer, the Primary Servicer or the Special Servicer (each a Servicer Termination Event), and
each of the parties of the Servicing Agreement acknowledge that each, and only each, of such event qualifies
as “reasonable cause” for termination (giusta causa) also for the purpose of articles 1723, 1725 and 1726 of
the Italian Civil Code:
(i) provided that funds are available, the Servicer fails to procure the transfer of sums required to be
transferred to the Issuer in the time or otherwise in the manner required by the terms of the Servicing
Agreement;
(ii) the Servicer defaults in making payment due and payable by it under the Servicing Agreement and
such default continues for a period of two Business Days after the earlier of (a) the Servicer
becoming aware of such default and (b) receipt by the Servicer of written notice from the Issuer to
the Noteholders Representative requiring the same to be remedied;
(iii) provided that the relevant information are available, the Servicer fails to publish or deliver a report
required to be published or delivered pursuant to the Servicing Agreement and such default
continues for a period of 15 days after the earlier of (a) the Servicer becoming aware of such default
and (b) receipt by the Servicer of written notice from the Issuer to the Noteholders Representative
requiring the same to be remedied;
(iv) a default (other than a failure to pay, or publish or deliver a report) is made by the Servicer in the
performance or observance of any of its other covenants and obligations under the Services
Agreement, which in the opinion of the Issuer, the Noteholders Representative or the Operating
Advisor (acting reasonably) is materially prejudicial to the interests of any class of Noteholders and
such default is not remedied within 15 days after receipt by the Servicer of written notice from the
Issuer, the Noteholders Representative or the Operating Advisor requiring the same to be remedied,
or such longer time (but no longer than 90 days) as may be reasonably necessary to cure the relevant
default, provided that the Servicer is proceeding with all due diligence required to cure such breach;
(v) any representation or warranty made or deemed to be made by the Servicer pursuant to the Servicing
Agreement proves to have been incorrect or misleading when made or deemed to be made, unless

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 the circumstances giving rise to the misrepresentation and breach of warranty are capable of remedy
and are remedied within 15 days of notice to the Servicer from the Noteholders Representative, the
Issuer or the Operating Advisor;
(vi) an order is made or a resolution is passed for winding up the Servicer, or the Servicer ceases to own
its commercial mortgage servicing business, except in case of a permitted reorganizations on terms
agreed with the Issuer and the Noteholders Representative;
(vii) the Servicer stops payment of its debts, or becomes unable to pay its debts as the fall due, or
otherwise becomes insolvent within the meaning of the applicable insolvency law; proceedings are
initiated against the Servicer concerning any liquidation, administration, insolvency, composition or
reorganization, save where such proceedings are frivolous or vexatious and are being contested in
good faith by the Servicer;
(viii) it becomes unlawful for the Servicer to perform any material part of the relevant services under the
Servicing Agreement.
Upon the occurrence of a Servicer Termination Event, the Issuer may (and will, if so directed by the
Noteholders Representative) terminate the appointment of the relevant Servicer by delivery of a written
termination notice.
Termination by the Operating Advisor
The Operating Advisor may at any time in its reasonable discretion and for any reason within the context of
the transaction, direct in writing the Issuer, with copy to the Noteholders Representative and the relevant
Servicer, to terminate the appointment of the Primary Servicer and/or the Special Servicer and request the
appointment of a replacement servicer. The directions of the Operating Advisor must state in writing the
reasons for the request.
Save for (a) the payment of accrued fees, costs and expenses up to the date on which the termination is
effective, and (b) any fees payable under the relevant clause of the Servicing Agreement, each of the Primary
Servicer and the Special Servicer hereby waives any rights or damages or compensation as a result of the
termination of its appointment under the relevant clause of the Servicing Agreement.
Resignation
The Regulatory Servicer may resign from its appointment, for any or no reason, upon not less than three
months’ notice to the Issuer, the other Servicer(s), the Noteholders Representative, the Calculation Agent,
and the Loan Agent.
Each of the Primary Servicer or the Special Servicer may resign from its appointment, for any or no reason,
upon not less than three months’ notice to the Issuer, the other Servicer(s), the Noteholders Representative,
the Calculation Agent, and the Loan Agent.
Common terms
Pursuant to the Servicing Agreement, no termination of, or resignation from, appointment will be effective
until a qualified substitute servicer: (i) is appointed by the Issuer or on its behalf by the Noteholders
Representative upon instructions from the Noteholders in accordance with the Conditions, upon consultation
with the Operating Advisor, (ii) accedes to the Servicing Agreement by delivery of an accession letter to the
parties of the Servicing Agreement, or executes a new agreement on substantially the same terms, and (iii)
accedes to the Intercreditor Agreement. If no successor is appointed within 90 days from the delivery of a
termination or resignation notice, the Servicer may petition a court of competent jurisdiction to appoint such
a successor.
The successor servicer must ensure that it will have and use (i) employees adequate in number, experience
and professional qualifications; and (ii) technological infrastructures that is correctly sized in order to

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guarantee performance of the obligations under the Servicing Agreement. The successor servicer will be
deemed to make the same representations and warranties as set forth in the relevant clause of the Servicing
Agreement in respect of the circumstances existing at the time the replacement is effective.
Upon termination of the appointment, the terminated Servicer will promptly deliver a copy of the Servicing
File to the successor Servicer and will provide it with all other books and records relating to the Loan. The
terminated Servicer will co-operate with the successor Servicer to ensure that the latter is able to assume its
functions, including without limitation by transferring all computer records and files in a compatible form.
The Servicer will be entitled to receive all fees and other monies accrued up to the date of the effective
termination of the appointment on the first Note Payment Date falling after such termination, in accordance
with the Note Transaction Documents.
Article 1730 of the Italian Civil Code will not apply. Therefore, the termination of the appointment of a
Servicer will not affect the appointment of another Servicer (other than the relevant Delegate).
Operating Advisor
Appointment of the Operating Advisor
Pursuant to the Servicing Agreement, the majority holders of the Controlling Class may appoint an advisor in
accordance with the Conditions to represent the interest of the Noteholders on matters related to the Loan
and Loan Security, and exercise the powers specified in the Servicing Agreement (the Operating Advisor).
It is a condition to the appointment of an Operating Advisor that: (a) the Controlling Class notifies in writing
the Parties, (b) such Operating Advisors complies with all the requirements set out in the paragraphs (iii),
(iv) and (v) of the section headed “Termination of the Appointment of the Operating Advisor” below , (c)
such Operating Advisor and its relevant personnel have, at least three years’ experience in providing
advisory services relating to commercial property assets and debt obligations secured by substantially similar
such commercial property assets in Italy or elsewhere in Europe, (d) such Operating Advisors accedes to the
Servicing Agreement by executing and delivering an accession letter to the parties of the Servicing
Agreement and (e) such Operating Advisor accedes to the Intercreditor Agreement.
Any Operating Advisor will, unless instructed to the contrary by the Controlling Class, be entitled in its sole
discretion to exercise all of its rights and powers as it sees fit.
Consultation with the Operating Advisor
If an Operating Advisor has been appointed in accordance with the above, then the Primary Servicer and the
Special Servicer, as the case may be, will consult it:
(i) before deciding upon any request that the Servicer considers to be material;
(ii) before taking any enforcement action in relation to the Loan or the Loan Security;
(iii) before entering into any standstill arrangement with the Borrower;
(iv) in all other circumstances as specified in the Servicing Agreement.
The relevant Servicer will inform the Operating Advisor in writing of the circumstances and proposed course
of action, and provide it with such additional information as the Operating Advisor may reasonably require
within 5 Business Days from the written notification. The Operating Advisor will be deemed to have no
objection to any action proposed by the Servicer is the Operating Advisor fails to respond within 5 Business
Days. Pending such consultation period, the Servicer will refrain from pursuing the proposed course of
action. If the Operating Advisor objects in writing to any course of action and proposes an alternative course
of action within 5 Business Days from the written notification (or such later date on which the Operating
Advisor has received all the reasonably required information), then the Servicer will promptly send a revised

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proposed course of action or confirm that the previously suggested course of action should continue. The
Servicer will only be obliged to send one revised course of action to the Operating Advisor.
The relevant Servicer will take due account of the advice of the Operating Advisor. However, if the Servicer
determines that the Servicing Standard requires it to take, or refrain from taking, any immediate action or in
case of urgency pending the above 5 Business Day consultation period, or if the Operating Advisor has
responded in a manner or suggested an alternative course of action not approved by the Servicer, then the
Servicer may take whatever action it considers necessary in relation to the relevant matter in accordance with
the Servicing Standard without waiting for the Operating Advisor’s response or further response.
If a proposal of the Operating Advisor requires a Servicer to incur additional expenses which would not be
recoverable under the Transaction Documents, such Servicer will not be required to incur such additional
expenses unless the Operating Advisor agrees in writing to promptly reimburse it in full.
For the avoidance of doubt, the Servicer will not be entitled to pursue any action pursuant to this section
following receipt of a termination notice pursuant to the section headed “Termination by the Operating
Advisor” above, other than those expressly provided under the section headed “Common terms” above.
Termination of the Appointment of the Operating Advisor
The Controlling Class which appointed the Operating Advisor may terminate its appointment at any time, for
any or no reason, with or without notice, subject to the terms of engagement separately agreed between the
Controlling Class and the Operating Advisor.
The appointment of the Operating Advisor will automatically terminate upon occurrence of any of the
following events:
(i) the most senior Class of Notes vetoes the appointment of the Operating Advisor in accordance with
the Conditions, within 2 months of the notification of such appointment;
(ii) a Control Valuation Event in relation to the Controlling Class which appointed the Operating
Advisor;
(iii) the Operating Advisor, or any of its affiliates, becoming a party to the Transaction Documents (other
than to the Servicing Agreement and to the Intercreditor Agreement in the capacity of Operating
Advisor);
(iv) the Operating Advisor, or any of its affiliates, becoming a holder of any Notes, or otherwise entitled
to direct or control the exercise of any voting rights in relation to any Notes;
(v) the Operating Advisor failing to maintain adequate professional indemnity insurance with a
reputable insurer (in the reasonable opinion of the Regulatory Servicer in accordance with the
Servicing Standard);
The Operating Advisor may resign by giving not less than 21 days’ notice in writing to the Controlling Class,
the Servicers and the Noteholders Representative.
C. THE AGENCY AGREEMENT
On or about the Issue Date, the Issuer, the Servicer, the Calculation Agent, the Account Bank, the Paying
Agent and the Noteholders Representative will enter into the Agency Agreement.
Under the terms of the Agency Agreement:
(a) the Account Bank has agreed to establish and maintain, in the name and on behalf of the Issuer, the
Collection Account, the Payments Account, the Expenses Account, the Class X Reserve Account,
the Class X Account and the Liquidity Reserve Account (the Accounts);

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(b) the Account Bank will provide the Issuer with certain reporting services together with account
handling and payments services in relation to monies from time to time standing to the credit of the
Payments Account;
(c) the Issuer (or the Corporate Servicer on its behalf) will pay any Issuer Expenses from the Expenses
Accounts held with the Account Bank in accordance with the instructions of the Issuer;
(d) the Calculation Agent has agreed to provide the Issuer with the Calculation Agent Quarterly Report;
(e) the Paying Agent has agreed to provide the Issuer with certain payment services together with
certain calculation services in relation to the Notes.
Operation of the Accounts
The Accounts held with the Account Bank will be operated by the Account Bank and the Paying Agent to
make payments and transfers in accordance with the provisions of the Agency Agreement (and any other
relevant provisions of the Notes Transaction Documents).
The Account Bank and the Paying Agent have agreed to comply with any direction of the Issuer prior to the
delivery of Notes Enforcement Notice or, following the delivery of a Notes Enforcement Notice the
Noteholders’ Representative (subject to the Intercreditor Agreement and the Deed of Pledge) to effect
payments from the Accounts if such direction is made in accordance with the Agency Agreement.
Calculation of amounts and payments
On each Calculation Date, the Calculation Agent is required to determine all amounts due in accordance with
the relevant Priority of Payments on the forthcoming Notes Payment Date and the amounts available to make
such payment.
The obligations of the Calculation Agent are conditional upon the timely receipt by the Calculation Agent of
all the required information and reports from the other parties to the Notes Transaction Documents, namely:
(i) the Collection Report prepared by the Primary Servicer in accordance with the Servicing Agreement;
(ii) balance of the Accounts prepared by the Account Bank in accordance with the relevant clause of the
Agency Agreement;
(iii) statement of any amounts due to the Liquidity Facility Provider under the Liquidity Facility
Agreement;
(iv) statement of any non-recurring fees, indemnities and other amounts due to Issuer Secured Creditors;
(v) statement of any Issuer Expenses due on the relevant Notes Payment Date, from the Issuer and/or the
Corporate Servicer Provider,
in each case no later than one Business Day prior to each Calculation Date.
In the absence of any such information or report, the Calculation Agent will promptly inform the
Noteholders Representative and the Rating Agencies. The Calculation Agent is nevertheless required to
prepare and deliver its own calculations on the basis of the available information and reports – subject to any
appropriate assumptions and adjustments.
Calculations
The Calculation Agent will perform and deliver the following calculation on behalf of the Issuer:
(i) as soon as practicable in respect of each Notes Interest Period, the applicable Euribor and Notes
Interest Rate;

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(ii) on each Calculation Date and in respect of the following Notes Payment Date, all calculations in
respect of interest, deferred interest and premium amounts pursuant to Condition 7.7 (Calculations of
interest amounts);
(iii) on each Calculation Date and in respect of the following Notes Payment Date, all calculations in
respect of principal amounts, Loan Prepayment Amounts and note factor pursuant to Condition 8.6
(Calculations of principal amounts);
(iv) on each Calculation Date, the Interest Available Funds, Principal Available Funds and Available
Funds in respect of the following Notes Payment Date;
(v) on each Calculation Date, payments due by the Issuer and allocation of Available Funds under each
item of the applicable Priority of Payments in respect of the following Notes Payment Date;
(vi) on each Calculation Date any amount to be drawn from the Liquidity Reserve Account in accordance
with the Liquidity Facility Agreement and the Conditions; and
(vii) other calculations and determinations as expressly set out in the Notes Transaction Documents.
In case of failure by the Calculation Agent to distribute any report, the Noteholders Representative will
make, to the extent possible, the calculations (or procure that such calculations are made) relating to the
amounts to be applied under the applicable Priority of Payments, and instruct the Paying Agent to make the
transfers and payments so determined. Any such calculation will be deemed to be made by the Calculation
Agent and the Noteholders Representative will not incur any liability to any person as a result.
Fees
Pursuant to the Agency Agreement, the Issuer will pay to each Agent such remuneration for their respective
services under the Agency Agreement and the Notes Transaction Documents as separately agreed in letters
exchanged between the Issuer and each Agent on or about the date hereof.
Termination of appointment
Termination with cause
Pursuant to the Agency Agreement, the Issuer may (and will, if so directed by the Noteholders
Representative) terminate the appointment of the relevant Agent by delivery of a written termination notice,
upon the occurrence of any of the following events: (i) the Agent fails to procure the transfer of sums
required to be transferred to the Issuer in the time or otherwise in the manner required by the terms of the
Agency Agreement; (ii) a default (other than a failure to pay, or publish or deliver a report) is made by the
Agent in the performance or observance of any of its other covenants and obligations under the Agency
Agreement, which in the opinion of the Issuer or the Noteholders Representative is materially prejudicial to
the interests of any class of Noteholders and such default is not remedied within 15 days after receipt by the
Agent of written notice from the Issuer or the Noteholders Representative or the Operating Advisor requiring
the same to be remedied, or such longer time (but no longer than 90 days) as may be reasonably necessary to
cure the relevant default, provided that the Servicer is proceeding with all due diligence required to cure such
breach; (iii) any representation or warranty made or deemed to be made by the Agent under the Agency
Agreement proves to have been incorrect or misleading when made or deemed to be made, unless the
circumstances giving rise to the misrepresentation and breach of warranty are capable of remedy and are
remedied within 15 days of notice to the Servicer from the Noteholders Representative or the Issuer; (iv) an
order is made or a resolution is passed for winding up the Agent; (v) the Agent stops payment of its debts, or
becomes unable to pay its debts as the fall due, or otherwise becomes insolvent within the meaning of the
applicable insolvency law; proceedings are initiated against the Agent concerning any liquidation,
administration, insolvency, composition or reorganization, save where such proceedings are frivolous or

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vexatious and are being contested in good faith by the Agent; (vi) it becomes unlawful for the Agent to
perform any material part of the relevant services under the Agency Agreement.
Agent’s Required Rating
The Agency Agreement also requires that the each of the Account Bank and the Paying Agent is and will be
at all times an eligible institution which has at least the Requisite Rating.

For these purposes Requisite Rating means the rating of long or short term (as appropriate) unsecured debt
instruments in issue by a person (which are neither subordinated nor guaranteed) which meet the following
requirements: (i) short term instruments with at least two of the following ratings: at least F1 by Fitch and
equivalent by DBRS (or, in case no long term instruments rating is available by DBRS, at least A1 by S&P);
and (ii) long term instruments with at least two of the following ratings: at least A by Fitch and A by DBRS
(or, in case of absence of a public rating by DBRS, the corresponding public long term instruments rating by
S&P).
If at any time the Account Bank (and/or the Paying Agent, as the case may be) ceases to be an Eligible
Institution, it will promptly give notice to the Issuer, the Noteholders Representative and the Rating
Agencies, in any event within 2 Business Days of becoming aware of such event.
The Account Bank (and/or the Paying Agent, as the case may be) will, within 30 days from the date of loss
of status of Eligible Institution (and unless within such term it regains such status) (i) procure the transfer of
the Accounts to another bank which (a) is an Eligible Institution, (b) assumes the role of Account Bank by
delivery of an accession letter to the Issuer and the Noteholders’ Representative and the other parties of the
Agency Agreement and (c) accedes to the Intercreditor Agreement; (ii) arrange for a guarantee, indemnity or
cash collateral or other collateral arrangement which is in accordance with the applicable rating criteria; and
(iii) procure the replacement of the Paying Agent with another bank which (a) is an Eligible Institutions, (b)
assumes the role of Paying Agent by delivery of an accession letter and (c) accedes to the Intercreditor
Agreement.
D. THE INTERCREDITOR AGREEMENT
On or about the Issue Date, the Issuer and the other Issuer Secured Creditors entered into the Intercreditor
Agreement. Under the Intercreditor Agreement provision is made as to the application of the proceeds from
collections in respect of the Loan and as to the circumstances in which the Noteholders’ Representative will
be entitled to exercise certain rights in relation to the Loan.
In the Intercreditor Agreement, the other Issuer Secured Creditors have agreed, inter alia, to the order of
priority of payments to be made out of the Available Funds and that the obligations owed by the Issuer to the
Noteholders and, in general, to the other Issuer Secured Creditors are limited recourse obligations of the
Issuer. The Noteholders and the other Issuer Secured Creditors have a claim against the Issuer only to the
extent of the Available Funds in each case subject to and as provided in the Intercreditor Agreement and the
other Notes Transaction Documents.
Moreover, the Quotaholder has, inter alia, assumed certain undertakings in relation to the management of the
Issuer and the exercise of its rights as quotaholder.
The Intercreditor Agreement as well as any non-contractual obligations arising out of or in connection with it
will be governed by the laws of the Republic of Italy.
E. THE DEED OF PLEDGE
On or about the Issue Date, the Issuer, the Noteholders’ Representative and the Account Bank entered into
the Deed of Pledge under which, without prejudice and in addition to any security, guarantee and other right
provided by the Italian Securitisation Law securing the discharge of the Issuer's obligations to the
Noteholders, the Issuer has pledged in favour of the Noteholders and the other Issuer Secured Creditors all

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monetary claims and rights to the Pledged Accounts. The security created pursuant to the Deed of Pledge
will become enforceable upon the service of a Notes Enforcement Notice. Upon the service of such notice,
the Issuer Secured Creditors, acting through the Noteholders’ Representative, shall be entitled, for the
purpose of enforcing the Security Interest, to serve on the Pledgor a request for payment of all the sums due
up to the occurrence of such event in relation to the Secured Obligations within 5 (five) Business Days,
stating that the failure to do so may result in the enforcement of all or part of the Security Interest created
pursuant to the Deed of Pledge.
The Deed of Pledge, as well as any non-contractual obligations arising out of or in connection with it will be
governed by the laws of the Republic of Italy.
F. THE LIQUIDITY FACILITY AGREEMENT
Purpose
Subject to the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider has made available
to the Issuer a Euro 10,000,000 liquidity facility (the Liquidity Facility) to fund the Liquidity Reserve
Account on the Issue Date.
Application of amounts standing to the credit of the Liquidity Reserve Account
Amounts standing to the credit of the Liquidity Reserve Account may be applied:
(a) on the Issue Date to fund the Expenses Account up to the Retention Amount;
(b) on any Notes Payment Date to cover any Interest Shortfall;
(c) on any date other than a Notes Payment Date to pay any Issuer Expenses, to the extent the funds
standing on the Issuer Expenses Account are insufficient; and
(d) on any date, upon instruction of the Servicer, to pay any Property Protection Costs.
For these purposes,
Interest Shortfall means, in respect of each Notes Payment Date, any difference between:

(a) (1) funds available to the Issuer to make payments under items from (i) to (ix) of the Priority of
Payments set out in Condition 6.2 (but excluding for the avoidance of doubt item (vii) in respect of
repayment of principal under the Liquidity Facility) and (2) liabilities of the Issuer in respect of
payments under such items; or

(b) (1) funds available to the Issuer to make payments under items from (i) to (ix) of the Priority of
Payments set out in Condition 6.4 (but excluding for the avoidance of doubt item (vii) in respect of
repayment of principal under the Liquidity Facility) and (2) liabilities of the Issuer in respect of
payments under such items; or

(c) (1) funds available to the Issuer to make payments under items from (i) to (viii) of the Priority of
Payments set out in Condition 6.6 (but excluding for the avoidance of doubt item (v) in respect of
repayment of principal under the Liquidity Facility) and (2) liabilities of the Issuer in respect of
payments under such items;

as the case may be, provided that, for the avoidance of doubt, amounts credited on the Liquidity Reserve
Account will not be available to make payments in respect of any principal amount under the Notes.

Issuer Expenses means any and all documented fees, costs, expenses and taxes payable by the Issuer to a
person other than the Issuer Secured Creditors in order to preserve the corporate existence and the status of
the Issuer, maintain it in good standing or to comply with applicable laws.

117
Property Protections Costs means any payment in respect of insurance premia in relation to the Property as
requested by the Servicer, if the Borrower fails to comply with such obligation under the Loan Agreement,
subject to the terms of the Liquidity Facility Agreement.

Restrictions to the application of amounts standing to the credit of the Liquidity Reserve Account
In no circumstances may amounts standing to the credit of the Liquidity Reserve Account be applied to cover
any shortfall in principal amount payable by the Issuer under the Notes.
Furthermore, no drawing from the Liquidity Reserve Account may be made if Note Enforcement Notice has
been given or a Liquidity Valuation Event is occurred and is subsisting.
For these purposes, a Liquidity Valuation Event will be deemed to have occurred where the aggregate of:
(a) all unpaid costs and expenses due to the finance parties under the Loan Agreement (including any amount
due in the context of an insolvency proceeding) that ranks senior to the interests payable by the borrower
thereunder;
(b) all unpaid amounts due by the Issuer pursuant to the applicable Priority of Payments which rank senior to
the payments to be made to the Liquidity Facility Provider (other than Liquidity Subordinated Amounts) or,
without double counting, all amounts already drawn from the Liquidity Reserve Account; and
(c) an amount equal to the balance of the Liquidity Reserve Account on the relevant Note Payment Date,
is higher than the 60 per cent. of the market value of the Property (determined in accordance with the most
recent valuation to be prepared pursuant to the Loan Agreement).
Interest rate
The rate of interest applicable from time to time on the principal amount outstanding of the Liquidity Facility
during any applicable Interest Period shall be calculated on the basis of the actual number of days elapsed
during such Interest Period and a year of 360 days and shall be equal to the rate per annum determined by the
Liquidity Facility Provider to be the aggregate of the applicable:
(a) Margin; and
(b) EURIBOR,
provided that with reference to the first Interest Period, the EURIBOR shall be interpolated on the basis of
the actual number of the days elapsed, between the lowest monthly rate and the highest monthly rate.
Subject to the limited recourse and non-petition provisions set forth in the Intercreditor Agreement, the
Issuer shall pay the interest accrued on the outstanding Liquidity Facility in respect of each Interest Period on
the relevant Notes Payment Date.
Interest Period
(a) Save as provided under paragraph (b) below, each interest period (each, an Interest Period) shall have
a duration of three months.

(b) In case the last day of an Interest Period falls after the Liquidity Final Maturity Date, such Interest
Period shall be reduced so that it ends on the Liquidity Final Maturity Date.

(c) Each Interest Period (save for the first Interest Period) shall start on the day following the expiry of the
previous Interest Period and shall end on the last Business Day of the immediately following three
month period, provided that the expiry of an Interest Period shall occur on each Note Payment Date

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Default interest
Subject to the limited recourse and non-petition provisions set forth in the Intercreditor Agreement, if the
Issuer fails to pay any amount payable by it under the Liquidity Facility Agrement, it shall forthwith on
demand by the Liquidity Facility Provider pay interests on the overdue amount from the due date up to the
date of actual payment, as well after as before judgement, at a rate (the “default rate”) determined by the
Liquidity Facility Provider to be 2 per cent. per annum.
Repayment in full of the Liquidity Facility
Subject to the limited recourse and non-petition provisions set forth in the Intercreditor Agreement, the
Issuer shall repay the Liquidity Facility in full, at the earlier of:
(a) the date on which the Class A Notes and the Class B Notes are repaid in full;
(b) the date on which, based on the credit rating then assigned to the Class A Notes and the Class B
Notes, the Liquidity Reserve Account is no more required – in accordance with the the rating criteria
applicable to asset backed securities having a credit rating at least equal to the higher rating then
assigned by such rating agency(ies) to the Class A Notes and the Class B Notes – to have a positive
balance (as evidenced by way of satisfaction of RAC – rating agencies confirmation);
(c) a Note Enforcement Notice has been given;
(d) the Final Maturity Date of the Notes (i.e. 9 December 2026);
(e) the date on which the Issuer enters into a liquidity facility agreement with a financial institution,
having the Minimum Required Rating provided that such agreement (1) complies with the rating
criteria published by the rating agency(ies) then rating the outstanding Class A Notes and the Class
B Notes and this does not adversely affect the then current rating of all the rated Notes (as evidenced
by way of satisfaction of RAC – rating agencies confirmation) and (2) is entered into at conditions
(i) substantially equivalent to those set forth in the current Liquidity Facility Agreement, in so far as
legal terms are concerned and (ii) not economically detrimental for the Issuer compared to those set
forth in the current Liquidity Facility Agreement, having regard to interests, fees, commissions and
any other amounts payable by the Issuer to the Liquidity Facility Provider;
(f) without prejudice to (b) above, the date on which Banca IMI (i) is assigned a rating at least equal to
the Minimum Required Rating and (ii) enters into a liquidity facility agreement with the Issuer
provided that such agreement (1) complies with the rating criteria published by the rating agency
(ies) then rating the outstanding Class A Notes and this does not adversely affect the then current
rating of all the rated Notes (as evidenced by way of satisfaction of RAC – rating agencies
confirmation) and (2) is entered into at conditions (i) substantially equivalent to those set forth in the
current Liquidity Facility Agreement, in so far as legal terms are concerned and (ii) not economically
detrimental for the Issuer compared to those set forth in the current Liquidity Facility Agreement,
having regard to interests, fees, commissions and any other amounts payable by the Issuer to the
Liquidity Facility Provider.
For the purposes of identifying the relevant rating criteria under (e) and (f) above, reference shall be made to
the rating criteria applicable to asset backed securities having a credit rating at least equal to the higher rating
then assigned by such rating agency(ies) to the Class A Notes and the Class B Notes.
Partial prepayment of the Liquidity Facility
Subject to the limited recourse and non-petition provisions set forth in the Intercreditor Agreement, the
Issuer shall prepay the Liquidity Facility in an amount corresponding to the outcome of the application of the
Liquidity Repayment Formula, as follow:
(a) on each Notes Payment Date on which the Class A Notes are repaid in part;

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(b) on the Notes Payment Date on which the Class A Notes are repaid in full (but the Class B Notes are
still outstanding);
(c) on the Notes Payment Date on which, based on the credit rating then assigned to the Class A Notes
and/or the Class B Notes, the liquidity reserve support is no more required (in part),
in each case, to the extent that no Interest Shortfall has occurred on the relevant Notes Payment Date and
provided that, no partial prepayment of the Liquidity Facility may be made is, as a consequence of such
prepayment, the outstanding Liquidity Facility falls below the Minimum Liquidity Amount.
For these purposes,
Liquidity Repayment Formula means:
A*(B/C)
where:
A is the Liquidity Facility outstanding as the Issue Date (such amount being equal to Euro 10,000,000);
B is equal to the aggregate principal amount outstanding (taking into account any repayment of principal
made or to be made on such Notes Payment Date) of the Class A Notes and the Class B Notes; and
C is equal to the aggregate principal amount outstanding of the Class A Notes and the Class B Notes as at the
Issue Date.
Minimum Liquidity Amount means:7.6% of the aggregate of (i) the principal outstanding amount of the
Class A Notes and (ii) the principal outstanding amount of the Class B Notes, at the relevant Notes Payment
Date.
Limited recourse and Non-petition
Any and all rights under the Liquidity Facility Agreement are subject to, and will be exercised only in
accordance with, the applicable Priority of Payments and the limited recourse and non-petition provisions of
the Intercreditor Agreement, which will bind each of them as if set out in full therein.
In accordance with, and subject to, the provisions of the Intercreditor Agreement, in the event that, on any
Notes Payment Date, the Issuer will not have sufficient Issuer Available Funds to pay to the liquidity Facility
Provider any amount thereunder, the unpaid amounts shall be paid on the immediately following Notes
Payment Date (subject always to the limited recourse and non-petition provision of the Intercreditor
Agreement) and no penalty interests or default interest shall be due on such unpaid amounts.
Transfers by the Liquidity Facility Provider
(d) The Liquidity Facility Provider (the Existing Liquidity Facility Provider) may, subject to
paragraph (b) below, at any time assign, transfer or dispose of any of its rights and/or obligations
under the Liquidity Facility Agreement to another Qualifying Bank with the Minimum Required
Ratings (the New Liquidity Facility Provider) provided that such transfer will not give rise to any
additional tax burdens to the Issuer and will not affect the then current rating of the Class A Notes
and the Class B Notes (as evidenced by way of satisfaction of RAC – rating agencies confirmation).

(e) The prior written consent of the Issuer is required for any such assignment, transfer or disposal,
unless a Liquidity Facility Event of Default is outstanding in which case no consent is required from
the Issuer. However, the prior consent of the Issuer must not be unreasonably withheld or delayed
and will be deemed to have been given if, within 30 days of receipt by the Issuer or the Noteholders
Representative (as applicable) of an application for consent, it has not been expressly refused.

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(f) A transfer of obligations will be effective only if the New Liquidity Facility Provider confirms in
writing to the Issuer that it undertakes to be bound by the terms of the Liquidity Facility Agreement
or equivalent, subject to any appropriate adjustments, and it becomes a party to the Intercreditor
Agreement and accepts the Deed of Pledge. On the transfer becoming effective pursuant to the
execution by the New Liquidity Facility Provider of the deed of accession to the Intercreditor
Agreement, the Existing Liquidity Facility Provider shall (i) be relieved of its obligations under the
Liquidity Facility Agreement and the other Notes Transaction Documents to which it is party (other
than the surviving obligations such as, inter alia, the limited recourse and non-petition provision of
the Intercreditor Agreement) to the extent that they are transferred to the New Liquidity Facility
Provider and (ii) lose its rights under the Notes Transaction Documents to which it was a party
(without prejudice to any right expressly surviving the termination of the relevant Notes Transaction
Document).
Governing law and Jurisdiction
The Liquidity Facility Agreement is governed by Italian law.
Any dispute arising out of the Liquidity Facility Agreement, or in connection with the activities described
therein, will be submitted to the exclusive jurisdiction of the Courts of Milan, Italy.
G. THE CORPORATE SERVICES AGREEMENT
Under the Corporate Services Agreement entered into on or about the Issue Date between the Issuer, the
Corporate Servicer and the Noteholders Representative, the Corporate Servicer has agreed to provide certain
corporate administration and management services to the Issuer in relation to the Securitisation.
The Corporate Services Agreement as well as any non-contractual obligations arising out of or in connection
with it will be governed by the laws of the Republic of Italy.

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 THE ISSUER ACCOUNTS STRUCTURE
The Issuer has opened and, subject to the terms of the Notes Transaction Documents, shall at all times
maintain the following accounts:
A. Collection Account
Collection Account means the Euro denominated account established in the name of the Issuer with the
Account Bank (IBAN IT11B0347901600000800995101), as the same may be renumbered or redesignated
from time to time, or such other substitute account as may be opened in accordance with the Agency
Agreement.
Into the Collection Account:
Any amounts received or recovered by the Servicer under or in relation to the Loan Portfolio;
Out of the Collection Account:
Any amounts standing to the credit of the Collection Account to the Payments Account on the Business Day
preceding each Notes Payment Date.
B. Payments Account
Payments Account means the Euro denominated account established in the name of the Issuer with the
Account Bank (IBAN IT34A0347901600000800995100), as the same may be renumbered or redesignated
from time to time, or such other substitute account as may be opened in accordance with the Agency
Agreement with the prior approval of the Noteholders Representative.
Into the Payments Account:
(a) the net proceeds of the issue of the Notes, other than the Class X Notes
(b) the funds standing to the credit of the Collection Account, the Expenses Account, the Liquidity
Reserve Account (up to the amounts required under the Liquidity Facility Agreement and the
Conditions) and the Class X Reserve Account on the Business Day preceding each Notes Payment
Date;
(c) any amount due or received by the relevant party under the Notes Transaction Documents that is not
expressed to be paid to a different Account.
Out of the Payment Account:
(a) upfront payments due on or about the Issue Date as set out in the Notes Transaction Documents
made by the Paying Agent (including for the avoidance of doubt payment of the purchase price of
the Loan Portfolio in accordance with the Loan Portfolio Sale Agreement);
(b) on each Notes Payment Date, to make payments due and transfers required in accordance with the
applicable Priority of Payments and relevant Calculation Agent Quarterly Report.
C. The Expenses Account
Expenses Account means the Euro denominated account established in the name of the Issuer with the
Account Bank (IBAN IT16F0347901600000800995105), as the same may be renumbered or redesignated
from time to time, or such other substitute account as may be opened in accordance with the Agency
Agreement.
Into the Expenses Account:
(a) on or about the Issue Date the Retention Amount out of funds standing to the credit of the Liquidity
Reserve Account;

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(b) on each Notes Payment Date the amounts necessary to replenish the Expenses Account up to the
Retention Amount, in accordance with the applicable Priority of Payments and relevant Calculation
Agent Quarterly Report.
Out of the Expenses Account:
(a) the amounts to pay Issuer Expenses due on a date which is not a Notes Payment Date;
(b) any funds standing to the credit of the Expenses Account to the Payments Account on the Business
Day preceding each Notes Payment Date;
D. Class X Reserve Account
Class X Reserve Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT85C0347901600000800995102), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance with the
Agency Agreement.
Into the Class X Reserve Account:
any amounts credited by the Paying Agent on each Notes Payment Date pursuant to Conditions 6.4 (Interest
Priority of Payments following a Servicing Transfer Event) following a Servicing Transfer Event..
Out of the Class X Reserve Account:
the funds that the Account Bank will transfer to the Payments Account on the Business Day preceding each
Notes Payment Date in accordance with the Conditions.
E. Class X Account
Class X Account means the Euro denominated account established in the name of the Issuer with the
Account Bank (IBAN IT62D0347901600000800995103), as the same may be renumbered or redesignated
from time to time, or such other substitute account as may be opened in accordance with the Agency
Agreement with the prior approval of the holders of the Class X Notes.
Into the Class X Account:
The net proceeds of the issue of the Class X Notes
Out of the Class X Reserve Account:
The amounts to repay principal amount under the Class X Notes in accordance with the Conditions
F. Liquidity Reserve Account
Liquidity Reserve Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT39E0347901600000800995104), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance with the
Agency Agreement.
Into the Liquidity Reserve Account:
(a) the amounts under the Liquidity Facility that the Liquidity Facility Provider will make available to
the Issuer;
(b) the Paying Agent will replenish the Liquidity Reserve Account up to the Liquidity Reserve Target
Amount on each Notes Payment Date, in accordance with the applicable Priority of Payments and
relevant Calculation Agent Quarterly Report.
Out of the Liquidity Reserve Account:
(a) the amounts the Account Bank will use to fund the Expenses Account on or about the Issue Date;

123
(b) the Issuer (or the Corporate Servicer on behalf of the Issuer) will pay any Issuer Expenses due on a
date which is not a Notes Payment Date (if and to the extent funding standing to the credit of the
Expenses Account are not sufficient); and
(c) the funds that the Account Bank will transfer to the Payments Account on the Business Day
preceding each Notes Payment Date in accordance with the Liquidity Facility Agreement and the
Conditions to cover any Interest Shortfall or to pay any Property Protection Costs.

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 WEIGHTED AVERAGE LIFE OF THE NOTES
The weighted average life of a Note refers to the average amount of time that will elapse from the date of its
issuance until each euro allocable to principal of such Note is distributed to the investor. For the purposes of
this Prospectus, the weighted average life of a Note is determined by (a) multiplying the amount of each
principal distribution thereon by the number of years from the Issue Date to the related Notes Payment Date,
(b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal
amount outstanding of such Note. Accordingly, the weighted average life of any such Note will be
influenced by, among other things, the rate at which principal of the Loan is repaid or otherwise collected or
advanced and the extent to which such payments, collections or advances of principal are in turn applied in
reduction of the principal amount outstanding of the Class of Notes to which such Note belongs.
For the purposes of preparing the following tables, it was assumed that:
(a) the initial principal amount outstanding of, and the interest rates for, each Class of Notes are as set
forth herein;
(b) the estimated quarterly payments for the Loan are based on cash-sweep repayments under the Loan
Agreement (assuming funds are available therefore) and interest payments, based on estimates of the
Borrower’s costs, an inflation rate of 1 per cent. per annum, no taxes on Borrower’s returns and
assuming that there are no additional unexpected costs at Borrower’s level;
(c) all scheduled quarterly payments are assumed to be timely received on the due date of each quarter
commencing on the first Note Payment Date;
(d) there are no delinquencies or losses in respect of the Loan, there are no extensions of maturity in
respect of the Loan and there are no casualties or compulsory purchases affecting the Property;
(e) there are no defaults in respect of the lease agreements entered into by the Borrower and no tenant
exercises the break option under the lease agreements;
(f) no prepayments are made on the Loan (except as otherwise assumed in the Scenarios);
(g) the Issuer has not exercised the rights of optional redemption described herein and in Conditions 8.4
(Optional redemption) and 8.5 (Optional redemption for taxation reasons and illegality) of the
Conditions, as applicable;
(h) there are no additional unanticipated Administrative Fees and expenses;
(i) principal and interest payments on the Notes are made on each Notes Payment Date, commencing on
26 April 2015;
(j) the prepayment provisions for the Loan are as set forth in this Prospectus, assuming the term for the
prepayment provisions begin on the first Loan Payment Date;
(k) the Hedging Agreements remains in place in accordance with its terms, the relevant Borrower Cap
Provider makes timely payment of all amounts due under the relevant Borrower Cap Agreement, and
the Borrower does not default in paying all amounts due under the Loan Agreement following
termination of the Borrower Cap Agreement on the Cap Termination Date;
(l) the Issue Date is 22 January 2015;
(m) no Note Enforcement Notice has been served; and
(n) the weighted average lives of the Notes have been calculated on an actual/360 basis.
Assumptions (a) through (n) above are collectively referred to as, the Modelling Assumptions.
Scenario 1: it is assumed that the Loan is repaid in full on the relevant Loan Maturity Date.

125
Scenario 2: it is assumed that the Loan is prepaid in full on the first Loan Payment Date on which
prepayments can be made without any prepayment fees.
Scenarios 1 and 2 are collectively referred to herein as the Scenarios.
Based on the Modelling Assumptions, the following tables indicate the resulting weighted average lives of
the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, and set forth the percentage
of the initial principal amount outstanding of each such Class of Notes that would be outstanding after the
Issue Date and on each Notes Payment Date, after repayment or prepayment, as applicable, of principal paid
in that period, occurring on the 26th day of January, April, July and October in each year and subject to the
full repayment of the Loan on the Loan Maturity Date, on 9 December 2019, until the Final Maturity Date.

Percentage of the initial principal amount outstanding for each designated Scenario

Class A Class B Class C Class D

Note
Scenario Scenario Scenario Scenario Scenario Scenario Scenario Scenario
Payment
1 2 1 2 1 2 1 2
Date
26-Apr-
15 99.71% 99.71% 99.71% 99.71% 99.71% 99.71% 99.71% 99.71%
26-Jul-
15 99.31% 99.31% 99.31% 99.31% 99.31% 99.31% 99.31% 99.31%
26-Oct-
15 98.80% 98.80% 98.80% 98.80% 98.80% 98.80% 98.80% 98.80%
26-Jan-
16 98.28% 98.28% 98.28% 98.28% 98.28% 98.28% 98.28% 98.28%
26-Apr-
16 97.75% 97.75% 97.75% 97.75% 97.75% 97.75% 97.75% 97.75%
26-Jul-
16 97.21% 97.21% 97.21% 97.21% 97.21% 97.21% 97.21% 97.21%
26-Oct-
16 96.67% 96.67% 96.67% 96.67% 96.67% 96.67% 96.67% 96.67%
26-Jan-
17 96.12% 0.00% 96.12% 0.00% 96.12% 0.00% 96.12% 0.00%
26-Apr-
17 95.52% 0.00% 95.52% 0.00% 95.52% 0.00% 95.52% 0.00%
26-Jul-
17 94.88% 0.00% 94.88% 0.00% 94.88% 0.00% 94.88% 0.00%
26-Oct-
17 94.23% 0.00% 94.23% 0.00% 94.23% 0.00% 94.23% 0.00%
26-Jan-
18 93.56% 0.00% 93.56% 0.00% 93.56% 0.00% 93.56% 0.00%
26-Apr-
18 92.86% 0.00% 92.86% 0.00% 92.86% 0.00% 92.86% 0.00%
26-Jul-
18 92.16% 0.00% 92.16% 0.00% 92.16% 0.00% 92.16% 0.00%
26-Oct-
18 91.47% 0.00% 91.47% 0.00% 91.47% 0.00% 91.47% 0.00%
26-Jan-
19 90.77% 0.00% 90.77% 0.00% 90.77% 0.00% 90.77% 0.00%
26-Apr-
19 90.02% 0.00% 90.02% 0.00% 90.02% 0.00% 90.02% 0.00%
26-Jul-
19 89.28% 0.00% 89.28% 0.00% 89.28% 0.00% 89.28% 0.00%
26-Oct-
19 88.54% 0.00% 88.54% 0.00% 88.54% 0.00% 88.54% 0.00%
9-Dec-
19 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

126
Weighte
d
Average
Life
(years) 4.64 1.98 4.64 1.98 4.64 1.98 4.64 1.98

127
 TERMS AND CONDITIONS OF THE NOTES
The €105,000,000 Class A Commercial Mortgage Backed Notes due 2026 (the Class A Notes), the
€27,000,000 Class B Commercial Mortgage Backed Note due 2026 (the Class B Notes), the €10,000,000
Class C Commercial Mortgage Backed Notes due 2026 (the Class C Notes), the €61,000,000 Class D
Commercial Mortgage Backed Notes due 2026 (the Class D Notes) and the €100,000 Class X Commercial
Mortgage Backed Notes due 2026 (the Class X Notes and, together with the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes, the Notes and each a Class of Notes) have been issued by
the Issuer on the Issue Date pursuant to the Italian Securitisation Law to finance the purchase of the Loan
Portfolio from the Originator pursuant to the Loan Portfolio Sale Agreement. The main source of payment of
amounts and repayment of principal due under the Notes will be collections and recoveries made in respect
of the Loan.
The Notes are subject to the following terms and conditions.
1. PROVISIONS OF CONDITIONS SUBJECT TO NOTES TRANSACTION DOCUMENTS
1.1 The Noteholders are deemed to have notice of, are bound by, and will have the benefit of, the Notes
Transaction Documents. The main terms and conditions of each Notes Transaction Document are
described in the Prospectus. The description in the Prospectus is a summary and the terms of the
Notes Transaction Documents will at all times take precedence over the description.
1.2 Copies of the Notes Transaction Documents are available for inspection by the Noteholders during
normal business hours at the registered office of the Issuer and the Noteholders Representative.
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions
Capitalised terms not otherwise defined in these Conditions will, unless the context otherwise
requires, have the following meanings:
Account Bank means BNP Paribas Securities Services, Milan Branch.
Accounts means, collectively, the Expenses Account, the Collection Account, the Payments
Account, the Liquidity Reserve Account, the Class X Reserve Account and the Class X Account, and
Account means each of them.
Agency Agreement means the agreement entered into on or about the Issue Date between, inter
alios, the Issuer, the Paying Agent, the Account Bank, the Calculation Agent and the Noteholders
Representative.
Agents means the Account Bank, the Paying Agent and the Calculation Agent, and Agent means
each of them.
Asset Status Report means the asset status report to be prepared by the Special Servicer, upon
occurrence of a Servicing Transfer Event, in accordance with the Servicing Agreement.
Available Funds means the aggregate of the Interest Available Funds, the Principal Available
Funds, the Loan Prepayment Amounts and the proceeds deriving from the sale of the Loan Portfolio
(if any) or any indemnity paid by the Originator to the Issuer pursuant to the Loan Portfolio Sale
Agreement.
Banca IMI means Banca IMI S.p.A.
Banking Act means Legislative Decree 1 September 1993, No. 385.

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Bankruptcy Law means Royal Decree 16 March 1942, No. 267, as well as any other provisions of
Italian law relating to insolvency and winding up proceedings as listed in Annex A and Annex B of
the Council Regulation (EC) No. 1346/2000 of 29 May 2000.
Borrower means Montenapoleone Retail S.r.l., with registered office in Milan, Via Borgonuovo 2,
enrolled in the Companies’ Registry of Milan with number 0884439000963.
Borrower’s Account Bank means BNP Paribas Securities Services, Milan Branch.
Business Day means any Target Day (other than Saturday and Sunday) on which commercial banks
and foreign exchange markets are open for general business and settle payments in Milan.
Calculation Agent means Fonspa.
Calculation Agent Quarterly Report means the report prepared by the Servicer pursuant to the
Servicing Agreement.
Calculation Date means the date falling 2 Business Days prior to each Notes Payment Date.
Class has the meaning set forth in the preamble to the Conditions.
Class A Notes means the €105,000,000 Class A Commercial Mortgage Backed Notes due 2026.
Class B Notes means the €27,000,000 Class B Commercial Mortgage Backed Note due 2026.
Class C Notes means the €10,000,000 Class C Commercial Mortgage Backed Notes due 2026.
Class D Notes means the €61,000,000 Class D Commercial Mortgage Backed Notes due 2026.
Class X Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT62D0347901600000800995103), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance
with the Agency Agreement with the prior approval of the holders of the Class X Notes.
Class X Notes means the €100,000 Class X Commercial Mortgage Backed Notes due 2026.
Class X Reserve Account means the Euro denominated account established in the name of the
Issuer with the Account Bank (IBAN IT85C0347901600000800995102), as the same may be
renumbered or redesignated from time to time, or such other substitute account as may be opened in
accordance with the Agency Agreement.
Clean-up Option Date means the date on which the outstanding principal of the Loan is equal to or
less than 10 per cent. of the outstanding principal of the Loan as of the Issue Date.
Collection Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT11B0347901600000800995101), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance
with the Agency Agreement.
Collection Period means a period which starts one day after a Loan Payment Date and ends on the
next Loan Payment Date (inclusive), except in respect of the first Collection Period, which
commences on the Issue Date (inclusive).
Conditions means the terms and conditions of the Notes.
Controlling Class means the Class from time to time designated as such in accordance with the
Conditions.
Corporate Capital Account means the Euro denominated account established in the name of the
Issuer with the Account Bank for the deposit of its corporate capital, as the same may be renumbered

129
or redesignated from time to time, or such other substitute bank account as may be opened by the
Issuer.
Corporate Services Agreement means the corporate services agreement entered into on or about
the Issue Date between the Issuer, the Noteholders Representative and the Corporate Servicer.
Corporate Servicer means Wilmington Trust.
Day Count Fraction has the meaning set forth in Condition 7.2.
DBRS means DBRS Ratings Limited.
Decree 239 means Italian Legislative Decree No. 239 of 1 April 1996.
Decree 239 Deduction means any withholding or deduction for or on account of “imposta
sostitutiva” pursuant to Decree 239 from time to time.
Deed of Pledge means the deed of pledge entered into on or about the Issue Date between the Issuer,
the Noteholders Representative and the Account Bank.
Deferred Interest has the meaning set forth in Condition 7.6.
Euribor has the meaning set forth in Condition 7.3.
Euribor Cap has the meaning set forth in Condition 7.3.
Expected Maturity Date means the Notes Payment Date falling in December 2019.
Expenses Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT16F0347901600000800995105), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance
with the Agency Agreement.
FATCA has the meaning set forth in Condition 10.2.
Final Maturity Date means 9 December 2026.
Fitch means Fitch Ratings Limited.
Fonspa means Credito Fondiario S.p.A.
IGA has the meaning set forth in Condition 8.9.
Initial Subscriber means Banca IMI.
Insolvency Proceedings means any bankruptcy, liquidation, administration, insolvency, winding up,
composition or reorganization proceedings under the Bankruptcy Law and other laws of the Republic
of Italy (including, without limitation, “fallimento”, “liquidazione coatta amministrativa”,
“amministrazione straordinaria”, “concordato preventivo” and “accordi di ristrutturazione dei
debiti”) or similar proceedings under the laws of any relevant jurisdiction.
Intercreditor Agreement means the agreement entered into on or about the Issue Date between the
Issuer, the Agents, the Servicers, the Initial Subscriber and the Noteholders Representative, subject
to the accession of further parties in accordance with its terms.
Interest Available Funds means, without double counting, the aggregate of:
(a) any amount collected or recovered on account of interest by the Issuer in relation to the Loan
Portfolio and the Notes Transaction Documents other than the Principal Available Funds and
the Loan Prepayment Amounts (including for the avoidance of doubt any break costs under
Clause 23 of the Loan Agreement);

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(b) any interest accrued from time to time on the Accounts other than the Liquidity Reserve
Account, Class X Account and the Class X Reserve Account;
(c) any amounts credited from time to time to the Expenses Account;
(d) any amounts credited from time to time on the Class X Reserve Account, as from the earlier
of (i) the first Notes Payment Date following the Loan Maturity Date or (ii) the first Notes
Payment Date following the delivery of a Notes Enforcement Notice or (iii) the Notes
Payment Date on which the Notes are redeemed in full; and
(e) any amounts credited from time on the Liquidity Reserve Account, if and to the extent
required (a) to cover any Interest Shortfall or (b) to pay any Property Protection Costs or any
Issuer Expenses on a date which is not a Notes Payment Date or (c) to repay principal under
the Liquidity Facility Agreement.
Interest Determination Date means the date falling two TARGET Days prior to the first day of
each Loan Interest Period.
Interest Shortfall means, in respect of each Notes Payment Date, any difference between:
(a) (1) funds available to the Issuer to make payments under items from (i) to (ix) of the Priority
of Payments set out in Condition 6.2 (but excluding for the avoidance of doubt item (vii) in
respect of repayment of principal under the Liquidity Facility) and (2) liabilities of the Issuer
in respect of payments under such items; or
(b) (1) funds available to the Issuer to make payments under items from (i) to (ix) of the Priority
of Payments set out in Condition 6.4 (but excluding for the avoidance of doubt item (vii) in
respect of repayment of principal under the Liquidity Facility) and (2) liabilities of the Issuer
in respect of payments under such items; or
(c) (1) funds available to the Issuer to make payments under items from (i) to (viii) of the
Priority of Payments set out in Condition 6.6 (but excluding for the avoidance of doubt item
(v) in respect of repayment of principal under the Liquidity Facility) and (2) liabilities of the
Issuer in respect of payments under such items;
as the case may be, provided that, for the avoidance of doubt, amounts credited on the Liquidity
Reserve Account will not be available to make payments in respect of any principal amount under
the Notes.
Investor Report means the investor report package to be prepared and delivered by the Primary
Servicer in accordance with the Servicing Agreement.
Issue Date means the date on which the Notes are issued.
Issuer means Tibet CMBS s.r.l.
Issuer Expenses means any and all documented fees, costs, expenses and taxes payable by the Issuer
to a person other than the Issuer Secured Creditors in order to preserve the corporate existence and
the status of the Issuer, maintain it in good standing or to comply with applicable laws.
Issuer Secured Creditors means the parties to the Notes Transaction Documents (other than the
Issuer but including for the avoidance of doubt the Noteholders) and other Issuer Secured
Creditors means all of the Issuer Secured Creditors other than the Noteholders.
Issuer’s Rights means the Issuer’s rights under the Notes Transaction Documents.
Liquidity Facility Agreement means the agreement entered into on or about the Issue Date between
the Issuer, the Liquidity Facility Provider and the Noteholders Representative.

131
Liquidity Facility Provider means Banca IMI.
Liquidity Reserve Account means the Euro denominated account established in the name of the
Issuer with the Account Bank (IBAN IT39E0347901600000800995104), as the same may be
renumbered or redesignated from time to time, or such other substitute account as may be opened in
accordance with the Agency Agreement.
Liquidity Reserve Target Amount means Euro 10,000,000 less any amount repaid or prepaid under
the Liquidity Facility Agreement.
Liquidity Subordinated Amounts means any amounts in respect of increased costs and tax gross
up payable by the Issuer to the Liquidity Facility Provider, to the extent such amounts exceed (and
for the amount of such excess only) 2 per cent. per annum of the then available commitment under
the Liquidity Facility Agreement.
Loan means the €203,000,000 mortgage loan granted by the Originator to the Borrower pursuant to
the Loan Agreement.
Loan Agent means Banca IMI in its capacity as agent bank under the Loan Agreement.
Loan Agreement means the agreement entered into between the Borrower and the Originator on 3
December 2014, as amended by the amendment agreement dated 17 December 2014.
Loan Interest Period means any interest period pursuant to the Loan Agreement.
Loan Maturity Date means 3 December 2019.
Loan Payment Date means any date on which payment of interest or repayment of principal is due
under the Loan Agreement.
Loan Portfolio means the portfolio comprising the Receivables, the Loan Security and any other
related right, power or interest transferred by the Originator to the Issuer pursuant to the Loan
Portfolio Sale Agreement.
Loan Portfolio Sale Agreement means the agreement dated 19 December 2014 between the
Originator and the Issuer.
Loan Prepayment Amounts means any make-whole amounts and other prepayment fees and
indemnities collected by the Issuer, including under Clause 22.1 of the Loan Agreement, but
excluding any break costs under Clause 23 of the Loan Agreement and, for the avoidance of doubt,
any principal amounts prepaid.
Loan Security means the security interests created in respect of the Loan under the Loan Security
Documents by the Borrower and related parties.
Loan Security Documents means the agreements and deeds documenting the mortgage over the
Property, the pledges over the Borrower’s bank account, the pledge over the Borrower’s quotas, the
security assignments of insurance proceeds, the security assignment of hedging receivables, the
security assignment of rents, and any other document designated as “Security Document” in
accordance with the Loan Agreement.
Loan Transaction Documents means the Loan Agreement (as amended and supplemented), the
Loan Security Documents, the hedging agreements entered into by the Borrower, and any other
document designated as “Finance Document” in accordance with the Loan Agreement.
Monte Titoli means Monte Titoli S.p.A.

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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.
Noteholders means the persons who are from time to time the ultimate holders of the Notes and
Noteholder means any and each of them.
Noteholders Representative means U.S. Bank Trustees Limited, a limited liability company
incorporated under the laws of England and Wales and with registration number 02379632 with its
office at 125 Old Broad Street, London, EC2N 1AR, United Kingdom.
Notes means, collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D
Notes and the Class X Notes.
Notes Enforcement Notice has the meaning set forth in Condition 12.2.
Notes Event of Default has the meaning set forth in Condition 12.1.
Notes Interest Period means each period from (and including) a Notes Payment Date to (but
excluding) the following Notes Payment Date.
Notes Maturity Plan means the plan to be prepared by the Special Servicer if the Loan remains
outstanding on the date falling 30 months prior to the Final Maturity Date.
Notes Payment Date means the 26th day of January, April, July and October in each year or, if such
day is not a Business Day, the following Business Day in the same calendar month (if there is one)
or the preceding Business Day (if there is not). The first Notes Payment Date is 26 April 2015.
Subject to the full repayment of the Loan on the Loan Maturity Date, 9 December 2019 will also be a
Notes Payment Date.
Notes Transaction Documents means the Loan Portfolio Sale Agreement, the Servicing
Agreement, the Corporate Services Agreement, the Agency Agreement, the Liquidity Facility
Agreement, the Intercreditor Agreement, the Deed of Pledge, the Subscription Agreement, and any
other document designated as such in relation to the Securitisation.
Operating Advisor means the Operating Advisor, if any, appointed by the Controlling Class
pursuant to the Servicing Agreement.
Originator means Banca IMI.
Paying Agent means BNP Paribas Securities Services, Milan Branch.
Payment Account means the Euro denominated account established in the name of the Issuer with
the Account Bank (IBAN IT34A0347901600000800995100), as the same may be renumbered or
redesignated from time to time, or such other substitute account as may be opened in accordance
with the Agency Agreement with the prior approval of the Noteholders Representative.
Premium Amount has the meaning set forth in Condition 7.4.
Primary Servicer means Fonspa.
Principal Available Funds means (a) any amount collected or recovered by the Issuer in relation to
the Loan Portfolio on account of principal, also following a prepayment of the Loan either on a
mandatory or voluntary basis (but excluding any Loan Prepayment Amounts); and (b) any insurance
proceeds received by the Issuer other than those relating to loss of rent.
Priority of Payments means the relevant priority of payments pursuant to Condition 6.
Property means the property located in Milan, via Montenapoleone 12.

133
Property Protections Costs means any payment in respect of insurance premia in relation to the
Property as requested by the Servicer, if the Borrower fails to comply with such obligation under the
Loan Agreement, subject to the terms of the Liquidity Facility Agreement.
Prospectus means the prospectus dated on or about the Issue Date prepared in connection with the
Notes pursuant to, inter alia, article 2 of the Securitisation Law.
Qualified Institutional Buyer means a “qualified institutional buyer” as defined in Rule 144A(a)(1)
under the US Securities Act.
Qualified Purchaser means a “qualified purchaser” within the meaning of Section 2(a)(51) of the
US Investment Company Act and the rules and regulations thereunder.
Quotaholder means Stichting Choral, a foundation incorporated under the laws of The Netherlands,
with registered seat at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands.
Rating Agencies means DBRS and Fitch.
Receivables means any and all monetary claims of the Originator, in its capacity as lender, under the
Loan Agreement and the other Loan Transaction Documents (including for repayment of principal,
payment of interest, indemnities, break costs under Clause 23 of the Loan Agreement, increased
costs under Clause 12 of the Loan Agreement, and Loan Prepayment Amounts, but excluding any
upfront fees and fees payable under the Loan Transaction Documents to the finance parties other
than the lender).
Regulatory Servicer means Fonspa.
Relevant Classes has the meaning set forth in Condition 12.2.
Reserved Matter has the meaning set forth under the Servicing Agreement.
Retention Amount means Euro 50,000.
Securitisation means the securitisation transaction implemented by the Issuer through the issuance
of the Notes.
Securitisation Law means Law 30 April 1999, No. 130.
Security Interest means any mortgage, charge, pledge, lien, right of set-off, special privilege
(privilegio speciale), assignment by way of security, retention of title or any other security interest
whatsoever or any other agreement or arrangement having the effect of conferring security in
relation to the Loan Portfolio.
Servicers means each and any of the Regulatory Servicer, Primary Servicer, Special Servicer and
any of their respective delegates in accordance with the Servicing Agreement.
Servicing Agreement means the servicing agreement entered into on or about the Issue Date
between the Servicers, the Noteholders Representative and the Issuer.
Servicing Transfer Event means the specified events of default in respect of the Loan as set forth in
the Servicing Agreement.
Special Servicer means Fonspa.
Subscription Agreement means the agreement entered into on or about the Issue Date by, inter
alios, the Issuer, the Noteholders Representative and the Initial Subscriber.
Target Day means any day on which TARGET2 is open and effective for the settlement of the
payments in Euro.

134
 TARGET2 means the system for the payments in Euro named “Trans-European Automated Real
Time Gross Settlement Express Transfer payment”, which is effective from 19 November, 2007.
Tax or tax (Tassa) means any present or future taxes, levies, imposts, 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
relevant authority of a Taxing Jurisdiction (including any related interest and penalties).
Tax Deduction means any withholding or deduction for or on account of Tax.
Taxing Jurisdiction has the meaning given to such term in Condition 11.3.
Transaction Documents means the Loan Transaction Documents and the Notes Transaction
Documents.
United States means the United States of America, its territories and possessions, any State of the
United States, and the District of Columbia.
US Investment Company Act means the United States Investment Company Act of 1940, as
amended.
US Securities Act means the United States Securities Act of 1933, as amended.
2.2 Interpretation
Any reference in these Conditions to:
(a) an agreement will be construed as a reference to such agreement as amended, varied,
novated, supplemented or replaced from time to time;
(b) a party to the Transaction Documents will be construed so as to include its successors and
any substitute acting in such capacity under the relevant Transaction Document;
(c) a law or a regulation will be construed as a reference to such law or regulation as
implemented, amended or re-enacted from time to time;
(d) a person will be construed as a reference to any person, firm, company, corporation,
government, state or agency of a state and any association or partnership (whether or not
having legal personality) of two or more of the foregoing;
(e) a successor of any party will be construed so as to include an assignee or successor in title of
such party and any person who under the laws of the jurisdiction of incorporation or
domicile of such party has assumed the rights and obligations of such party or to which,
under such laws, such rights and obligations have been transferred;
(f) an affiliate will be construed, in relation to a person, as a reference to a subsidiary or a
holding company of that person, or any other subsidiary of that holding company; to this
purpose, “subsidiary” means an entity of which a person has direct or indirect control or
owns directly or indirectly more than 50 per cent. of the voting capital or similar right of
ownership, and control means the power to direct the management and the policies of the
entity whether through the ownership of voting capital, by contract or otherwise;
(g) the most senior or junior Class will be construed having regard to its ranking as to payment
of interest, either prior to or following the service of a Notes Enforcement Notice;
(h) the principal amount outstanding in respect of a Note on any date will be construed as a
reference to the nominal principal amount of such Note upon issue, less the aggregate
amount of all principal payments that have been made prior to such date.

135
 Unless expressly stated otherwise, any reference to the Notes will be construed as references to the
Notes of each Class, or any relevant Class, as the case may be. Any reference to a Class of Notes or
Noteholders will be construed as references to any, or all of, the respective Class A Notes, Class B
Notes, Class C Notes or Class D Notes or any, or all of, their respective holders, as the case may be.
3. FORM, DENOMINATION AND TITLE
3.1 The Notes are issued in dematerialised form (forma dematerializzata) on the terms of and subject to
these Conditions and will be held in such form on behalf of the Noteholders, until redemption or
cancellation thereof, by Monte Titoli for the account of the relevant Monte Titoli Account Holders in
accordance with article 83-bis and ff. of the Legislative Decree 24 February 1998, No. 58, and the
joint resolutions of the Bank of Italy and Consob dated 22 February 2008.
3.2 The Notes are issued in denominations of Euro 100,000 or integral multiples of Euro 1,000 in excess
thereof.
3.3 Title to the Notes will at all times be evidenced by book-entries in accordance with the applicable
law. No certificate or physical document of title will be issued in respect of the Notes.
3.4 The rights and powers of the Noteholders may be exercised only in accordance with these
Conditions.
4. STATUS AND SEGREGATION; RANKING
4.1 The Notes constitute direct, secured and limited recourse obligations of the Issuer. The obligation of
the Issuer to make payments under the Notes is limited to the amounts received or recovered in
respect of the Receivables, the Loan Security and the other Issuer’s Rights. The Noteholders
acknowledge that the limited recourse nature of the Notes has the effects of a “contratto aleatorio”
under article 1469 of the Italian Civil Code. The Notes are obligations solely of the Issuer and are not
obligations of, or guaranteed by, any other person.
4.2 The Notes are secured over the following assets of the Issuer:
(i) by operation of the Securitisation Law, the Issuer’s right, title and interest in and to the Loan
Portfolio and the Accounts is segregated from all other assets of the Issuer and the amounts
deriving therefrom will only be available, either prior to or following the commencement of
winding-up proceedings or Insolvency Proceedings in relation to the Issuer, to satisfy the
obligations of the Issuer to the Noteholders, the other Issuer Secured Creditors and any
qualified third party creditors in relation to the Securitisation pursuant to article 1, paragraph
1.b) of the Securitisation Law;
(ii) in addition, the Notes are secured over certain assets of the Issuer pursuant to the Deed of
Pledge. The rights arising from the Deed of Pledge in favour of the Noteholders are
incorporated in each of the Notes and are transferred together with the transfer of any Note
at the time of transfer of such Note. Each holder of any of the Notes from time to time will
have the benefit of such rights.
4.3 None of the Noteholders or any other Issuer Secured Creditor will have any right or entitlement to
the Issuer’s assets other than such of the proceeds of the Deed of Pledge, the Receivables (including
the Loan Security) and the other assets pertaining to the Securitisation as are available to the Issuer
for this purpose in accordance with these Conditions and the Transaction Documents.
4.4 Repayment of principal and payment of interest and other amounts on the Notes will occur in
accordance with the then applicable Priority of Payments.

136
4.5 The Noteholders acknowledge and agree that the Special Servicer may sell the Loan Portfolio
following the occurrence of a Servicing Transfer Event, in the name and on behalf of the Issuer, in
accordance with the terms and subject to the provisions of the Servicing Agreement.
4.6 The Notes will rank among themselves in accordance with the Priority of Payments set out in
Condition 6.
5. ISSUER COVENANTS
5.1 Negative Covenants
For so long as any amount remains outstanding in respect of the Notes of any Class, the Issuer will
not, save with (a) the prior written consent of the Noteholders Representative or (b) as expressly
provided in any of the Transaction Documents or (c) as imposed by any applicable law and
regulation:
(i) (Negative pledge and disposal of assets): create or permit to subsist any Security Interest
whatsoever over the Loan Portfolio or any part thereof, or any of its other assets, or sell,
lend, grant any option or future right to acquire, or otherwise dispose of the Loan Portfolio
or any part thereof;
(ii) (Restrictions on activities): (a) engage in any activity whatsoever which is not incidental to,
or necessary in connection with, the Securitisation, or with any of the activities in which the
Notes Transaction Documents provide or envisage that the Issuer will engage; (b) have any
subsidiary, employee or premises; (c) do, or permit to be done, any act or thing at any time
or approve, agree or consent to any act or thing whatsoever which may be materially
prejudicial to the interest of the Noteholders under the Notes Transaction Documents; (d)
become the owner of any real estate asset, including in the context of enforcement
proceedings relating to the Property; and (e) acquiring any interest in, making loans to, or
guaranteeing any indebtedness of any entity, including the Originator;
(iii) (Dividends or distributions): pay any dividend or make any other distribution or payment to
its quotaholders;
(iv) (Borrowings): incur any indebtedness in respect of borrowed money whatsoever, including
by way of further notes or further securitisations, or give any guarantee in respect of
indebtedness of any obligation of any person;
(v) (Merger): consolidate or merge with any other person or transfer all or substantially all of its
properties or assets to any other person;
(vi) (No variation or waiver): permit any of the Transaction Documents to be amended,
terminated or discharged, or exercise any powers of consent or waiver pursuant to the
Transaction Documents, or permit any party to the Transaction Documents to be released
from its obligations;
(vii) (Statutory documents): amend its by-laws, except (a) where such amendment is required to
comply with mandatory provisions of Italian law or regulations , directions of the competent
regulatory authority or rating criteria; or (b) in case of a transfer of the registered office of
the Issuer within the Republic of Italy;
(viii) (Centre of Main Interest): move its “centre of main interests” outside of the territory of the
Republic of Italy, or have any “establishment” in any jurisdiction (as those terms are used in
the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings);
(ix) (Bank Accounts): have any bank account other than the Accounts, the Corporate Capital
Account, or any other account opened pursuant to the Notes Transaction Documents;

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 (x) (US activities): engage in any activities in the United States (directly or through agents) or
derive any income from United States sources that is subject to any United States
withholding tax as determined under United States income tax principles or hold any
property if doing so would cause it to be engaged or deemed to be engaged in a trade or
business within the United States as determined under United States tax principles.
5.2 Undertakings
The Issuer further undertakes to: (a) comply with any applicable law; (b) operate the Accounts only
in accordance with the Notes Transaction Documents; (c) maintain its corporate existence, status as a
società per la cartolarizzazione dei crediti pursuant to the Securitisation Law, and good standing; (d)
maintain corporate records, financial statements and books of account separate from those of any
other person; and (e) hold itself out to the public as a legal entity separate and distinct from any other
person, and correct any known misunderstanding in this regard . The Issuer will procure that at all
times all its directors act independently of any of its creditors or their affiliates, other than the
Corporate Servicer or its affiliates.
For so long as any Notes remain outstanding and are “restricted securities” (as defined in Rule
144(a)(3) under the Securities Act), the Issuer shall, during any period in which it is neither subject
to Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder, furnish, at its expense, to any holder of, or beneficial owner of an interest in,
such Notes in connection with any resale thereof and to any prospective purchaser designated by
such holder or beneficial owner, in each case upon request, the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Securities Act.
6. PRIORITY OF PAYMENTS
6.1 Common terms
On each Notes Payment Date, the Available Funds will be applied by or on behalf of the Issuer in
making the payments in the order of priority set out in this Condition 6.
Payments of the same priority will be made pro rata and pari passu according to their respective
amount. Payments of a lower priority will be made only if payments of a higher priority have been
made in full.

6.2 Pre-enforcement interest Priority of Payments

On each Notes Payment Date prior to (a) the delivery of a Notes Enforcement Notice or (b) the
occurrence of a Servicing Transfer Event or (c) the Loan Maturity Date, the Interest Available Funds
will be applied by or on behalf of the Issuer in making the payments in the following order of
priority:
(i) First, to pay or allocate for payment during the following Notes Interest Period, pari passu
and pro rata according to their respective amount, any Issuer Expenses, to the extent the
funds standing on the Issuer Expenses Account have been insufficient;
(ii) Second, to replenish the Issuer Expenses Account up to the Retention Amount;
(iii) Third, to pay any amounts due to the Noteholders Representative pursuant to the Notes
Transaction Documents;
(iv) Fourth, to pay any amounts due to the Paying Agent pursuant to the Notes Transaction
Documents;

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 (v) Fifth, to pay any amounts due to the Account Bank, the Calculation Agent, the Corporate
Services Provider and the Servicers pursuant to the Notes Transaction Documents;
(vi) Sixth, to pay (a) any interest (but not principal) amounts due to the Liquidity Facility
Provider under the Liquidity Facility Agreement, other than any Liquidity Subordinated
Amounts; and (b) to the extent there is no Interest Shortfall, to replenish the Liquidity
Reserve Account up to the Liquidity Reserve Target Amount;
(vii) Seventh, to the extent there is no Interest Shortfall, to repay any principal amounts due to the
Liquidity Facility Provider under the Liquidity Facility Agreement;
(viii) Eight, to pay interest due on the Class A Notes;
(ix) Ninth, to pay interest due on the Class B Notes;
(x) Tenth, to pay interest due on the Class C Notes;
(xi) Eleventh, to pay interest due on the Class D Notes;
(xii) Twelfth, to pay any Premium Amount due on the Class A Notes;
(xiii) Thirteenth, to pay any Premium Amount due on the Class B Notes;
(xiv) Fourteenth, to pay any Premium Amount due on the Class C Notes;
(xv) Fifteenth, to pay any Premium Amount due on the Class D Notes;
(xvi) Sixteenth, to pay any Liquidity Subordinated Amount;
(xvii) Seventeenth, to pay any indemnity amounts due by the Issuer in case of misrepresentation
under the Subscription Agreement;
(xviii) Eighteenth, to pay interest due on the Class X Notes.
provided that the Issuer will pay amounts due to the Operating Advisor immediately in priority of
interest due on the Class which appointed such Operating Advisor.
6.3 Pre-enforcement principal Priority of Payments
On each Notes Payment Date prior to (a) the delivery of a Notes Enforcement Notice or (b) the
occurrence of a Servicing Transfer Event or (c) the Loan Maturity Date, the Principal Available
Funds will be applied by or on behalf of the Issuer to repay principal due on the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes, pro rata and pari passu according to their
respective amount.
6.4 Interest Priority of Payments following a Servicing Transfer Event
On each Notes Payment Date following the occurrence of a Servicing Transfer Event but prior to (a)
the delivery of a Notes Enforcement Notice or (b) the Loan Maturity Date, the Interest Available
Funds will be applied by or on behalf of the Issuer in making the payments in the following order of
priority:
(i) items (i) to (xvii) as set forth in Condition 6.2;
(ii) Eighteenth, to credit any excess in the Class X Reserve Account;
provided that the Issuer will pay amounts due to the Operating Advisor immediately in priority of
interest due on the Class which appointed such Operating Advisor.
6.5 Principal Priority of Payments following a Servicing Transfer Event

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 On each Notes Payment Date following the occurrence of a Servicing Transfer Event but prior to (a)
the delivery of a Notes Enforcement Notice or (b) the Loan Maturity Date, the Principal Available
Funds will be applied by or on behalf of the Issuer in making the payments in the following order of
priority:
(i) First, to repay principal due on the Class A Notes;
(ii) Second, to repay principal due on the Class B Notes;
(iii) Thirds, to repay principal due on the Class C Notes; and
(iv) Fourth, to repay principal due on the Class D Notes.
6.6 Priority of Payments following the Loan Maturity Date (Interest and Principal)
On each Notes Payment Date following the Loan Maturity Date but prior to the delivery of a Notes
Enforcement Notice, the Available Funds (including for the avoidance of doubt the proceeds
deriving from any sale of the Loan Portfolio) will be applied by or on behalf of the Issuer in making
the payments in the following order of priority:
(i) First, to pay any amounts due to the Noteholders Representative pursuant to the Notes
Transaction Documents;
(ii) Second, to pay any amounts due to the Paying Agent pursuant to the Notes Transaction
Documents;
(iii) Third, to pay any amounts due to the Account Bank, the Calculation Agent, the Corporate
Services Provider and the Servicers pursuant to the Notes Transaction Documents;
(iv) Fourth, to pay (a) any interest (but not principal) amounts due to the Liquidity Facility
Provider under the Liquidity Facility Agreement, other than any Liquidity Subordinated
Amounts; and (b) to the extent there is no Interest Shortfall, to replenish the Liquidity
Reserve Account up to the Liquidity Reserve Target Amount;
(v) Fifth to the extent there is no Interest Shortfall, to repay any principal amounts due to the
Liquidity Facility Provider under the Liquidity Facility Agreement;
(vi) Sixth, to pay interest on the Class A Notes
(vii) Seventh, to repay principal due on the Class A Notes;
(viii) Eighth, to pay interest due on the Class B Notes;
(ix) Ninth, to repay principal due on the Class B Notes;
(x) Tenth, to pay interest due on the Class C Notes;
(xi) Eleventh, to repay principal due on the Class C Notes;
(xii) Twelfth, to pay interest due on the Class D Notes;
(xiii) Thirteenth, to pay principal due on the Class D Notes;
(xiv) Fourteenth, to pay any Premium Amount due on the Class A Notes;
(xv) Fifteenth, to pay any Premium Amount due on the Class B Notes;
(xvi) Sixteenth, to pay any Premium Amount due on the Class C Notes;
(xvii) Seventeenth, to pay any Premium Amount due on the Class D Notes;
(xviii) Eighteenth, to pay any Liquidity Subordinated Amount;

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 (xix) Nineteenth, to pay any indemnity amounts due by the Issuer in case of misrepresentation
under the Subscription Agreement;
(xx) Twentieth, to pay interest and principal due on the Class X Notes;
provided that the Issuer will pay amounts due to the Operating Advisor immediately in priority of
interest due on the Class which appointed such Operating Advisor.
6.7 Post-enforcement Priority of Payments (Interest and Principal)
Following the delivery of a Notes Enforcement Notice, the Available Funds (including for the
avoidance of doubt the proceeds deriving from any sale of the Loan Portfolio) will be applied by or
on behalf of the Issuer in making the payments in the following order of priority, on each Notes
Payment Date or on such earlier date on which the Available Funds exceed Euro 10,000,000:
(i) First, to pay any amounts due to the Noteholders Representative pursuant to the Notes
Transaction Documents;
(ii) Second, to pay any amounts due to the Paying Agent pursuant to the Notes Transaction
Documents;
(iii) Third, to pay any amounts due to the Account Bank, the Calculation Agent, the Corporate
Services Provider and the Servicers pursuant to the Notes Transaction Documents;
(iv) Fourth, to pay any amounts due to the Liquidity Facility Provider under the Liquidity
Facility, other than any Liquidity Subordinated Amounts;
(v) Fifth, to pay interest and principal due on the Class A Notes;
(vi) Sixth, to pay interest and principal due on the Class B Notes;
(vii) Seventh, to pay interest and principal due on the Class C Notes;
(viii) Eighth, to pay interest and principal due on the Class D Notes;
(ix) Ninth, to pay any Premium Amount due on the Class A Notes;
(x) Tenth, to pay any Premium Amount due on the Class B Notes;
(xi) Eleventh, to pay any Premium Amount due on the Class C Notes;
(xii) Twelfth, to pay any Premium Amount due on the Class D Notes;
(xiii) Thirteenth, to pay any Liquidity Subordinated Amount;
(xiv) Fourteenth, to pay any indemnity amounts due by the Issuer in case of misrepresentation
under the Subscription Agreement;
(xv) Fifteenth, to pay interest and principal due on the Class X Notes;
provided that the Issuer will pay amounts due to the Operating Advisor immediately in priority of
interest due on the Class which appointed such Operating Advisor.
7. INTEREST AND PREMIUM AMOUNT
7.1 Accrual of interest
The Notes bear interest on their principal amount outstanding from (and including) the Issue Date.
Interest in respect of the Notes (other than the Class X Notes) will accrue on a daily basis and will be
payable in Euro in arrears on each Notes Payment Date in respect of the preceding Notes Interest
Period. Interest in respect of the Class X Notes will accrue in accordance with Condition 7.5 and will

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 be payable in Euro in arrears on each Notes Payment Date in respect of the preceding Notes Interest
Period.
The Notes will cease to bear interest from (and including) the Final Maturity Date or any earlier date
fixed for redemption, unless payment of principal due and payable but unpaid is improperly withheld
or refused, in which case interest will continue to accrue on such principal (both before and after
judgement) at the rate from time to time applicable to each Note until the day on which all principal
amounts due in respect of such Note are received by or on behalf of the Noteholders.
7.2 Calculation of interest
All the amounts to be calculated under this Condition 7, including interest in respect of any Notes
Interest Period will be calculated by the Calculation Agent on behalf of the Issuer, on the basis of the
actual number of days elapsed and a 360 day year (the Day Count Fraction), rounding to the nearest
cent (half a cent being rounded down).
7.3 Rate of interest and reference rate for the Class A Notes, Class B Notes, Class C Notes and
Class D Notes
The rate of interest in respect of each Class of Notes (other than the Class X Notes) will be the
higher of (i) zero and (ii) the aggregate of Euribor plus the applicable Margin, except in respect of
the first Notes Interest Period, where an interpolated interest rate based on three and six months
deposits in Euro will be substituted for 3-month Euribor (each of such rates of interest, the Notes
Interest Rate). To this purpose:
Euribor means, for each Notes Interest Period:
- until the Expected Maturity Date, the same interest rate as determined and calculated in respect
of the corresponding Loan Interest Period in accordance with the Loan Transaction Documents;
and
- from and excluding the Expected Maturity Date, the lower of (a) Euribor, as determined and
calculated in respect of the corresponding Loan Interest Period in accordance with the Loan
Transaction Documents, provided that a floor at zero applies, and (b) 7 per cent. per annum (the
Euribor Cap).
Margin means, in respect to:
(i) the Class A Notes, 1.65 per cent. per annum;
(ii) the Class B Notes, 2.30 per cent. per annum;
(iii) the Class C Notes, 2.75 per cent. per annum;
(iv) the Class D Notes, 4.15 per cent. per annum;
7.4 Premium Amount
The Euribor component of any interest received on the Loan in excess of the Euribor Cap from and
including the Expected Maturity Date will be the Premium Amount. The Premium Amount payable
in respect of each Class of Notes (other than the Class X Notes) will be calculated in accordance
with the following formula:
PAO x Δ per cent. x DCF
Where:
PAO = the principal amount outstanding of the Notes of the relevant Class
Δ per cent. = the amount, expressed as a percentage, by which:

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 (A) Euribor, as determined and calculated in respect of the corresponding Loan Interest
Period in accordance with the Loan Transaction Documents is greater than
(B) the Euribor Cap
DCF = the Day Count Fraction
7.5 Interest amounts payable on the Class X Notes
The amount of interest due on the Class X Notes in respect to any Notes Payment Date will be:

(i) the Interest Available Funds (other than amounts drawn from the Liquidity Reserve
Account) collected in respect of the corresponding Loan Interest Period; minus
(ii) amounts payable under items from (i) to (xvii) of the Priority of Payments set out in
Condition 6.2, items from (i) to (xix) of the Priority of Payments set out in Condition 6.6, or
items from (i) to (xiv) of the Priority of Payments set out in Condition 6.7, as the case may
be, in respect of the relevant Loan Interest Period;
provided that such amount will not be less than zero.
7.6 Deferral of interest
To the extent that on any Notes Payment Date funds available to the Issuer to pay interest or any
Premium Amount on any Class of Notes (other than the most senior Class of Notes) are insufficient,
then the amount of the shortfall (the Deferred Interest) will not be paid on that Notes Payment
Date.
The Issuer will create a provision in its accounts for such Deferred Interest, which will be paid on the
earlier of: (a) any succeeding Notes Payment Date when there are sufficient Interest Available Funds
in accordance with the relevant Priority of Payments; or (b) the date on which the Issuer redeems in
full the relevant Notes. No further interest will accrue on any Deferred Interest or, more generally,
interest amounts under the Notes.
7.7 Calculations of interest amounts
On each Interest Determination Date the Issuer will cause the Calculation Agent to determine the
Notes Interest Rate applicable for the Notes Interest Period beginning on the next Notes Interest
Payment Date (or the Issue Date, in case of the first Notes Interest Period).
On each Calculation Date, the Issuer will cause the Calculation Agent to determine:
(i) the Interest Available Funds, including for the avoidance of doubt any amount to be drawn
from the Liquidity Reserve Account;
(ii) the amount of interest payable on each Note of each Class other than the Class X Notes
pursuant to Condition 7.2 and 7.3;
(iii) the Premium Amount payable on each Note of each Class other than the Class X Notes
pursuant to Condition 7.4;
(iv) the amount of interest payable on the Class X Notes pursuant to Condition 7.5;
(v) the amount of any Deferred Interest pursuant to Condition 7.6.
7.8 Notification of interest amounts
By close of business on each Calculation Date, the Calculation Agent acting on behalf of the Issuer
will cause each of the calculations referred in Condition 7.7 to be notified to the Servicer, the Paying

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 Agent, the Account Bank, the Liquidity Facility Provider the Noteholders Representative, the
Corporate Servicer, Monte Titoli and the Irish Stock Exchange, and to be published in accordance
with Condition 16 on or as soon as possible after such Calculation Date. The information so
published may subsequently be amended (or appropriate alternative arrangements made by way of
adjustments) without notice in the event of any extension or shortening of the relevant Notes Interest
Period.
If the Issuer and the Calculation Agent do not for any reason calculate and publish the above
information, the Noteholders Representative will be entitled to calculate and publish such
information, and the same will be deemed to have been made by the Issuer and, in the absence of any
gross negligence or willful misconduct, no liability to the Noteholders will attach to the Noteholders
Representative. To this purpose the Noteholders Representative may appoint, at the expenses of the
Issuer, an agent selected among financial institutions having certified experience in making such
calculations in the context of securitisation transactions.
Each notification, calculation and determination made by the Issuer, the Calculation Agent or the
Noteholders Representative under this Condition 7 will, in the absence of any gross negligence,
willful misconduct or manifest error, be final and binding on all parties.
7.9 Conflict of provisions
In the event of any discrepancy between the interest calculation and determination provisions of this
Condition 7 and the corresponding provisions of the Loan Agreement in respect of the determination
of the reference rate, which discrepancy would cause a shortfall in respect of the Interest Available
Funds, the provisions of the Loan Agreement will prevail and this Condition 7 will be construed
accordingly.
8. REDEMPTION, PURCHASE AND CANCELLATION
8.1 Final redemption and Notes Maturity Plan
The Issuer will redeem the Notes at their principal amount outstanding, together with accrued and
unpaid interest and premia, on the Final Maturity Date. The Issuer may not redeem the Notes prior to
that date, in full or in part, unless in accordance with this Condition 8, but without prejudice to
Condition 12. If the Issuer has insufficient funds to repay the Notes in full on the Final Maturity
Date, then the Notes will be deemed to be discharged in full and any amount payable in respect of
the Notes will be finally and definitely cancelled, unless payment of such amounts is being
improperly withheld or refused.
If the Loan remains outstanding on the date falling 30 months prior to the Final Maturity Date and,
in the opinion of the Special Servicer, all recoveries then anticipated are unlikely to be realized in
full prior to the Final Maturity Date, then the Special Servicer will prepare and deliver a draft Notes
Maturity Plan. The Notes Maturity Plan will include a strategy about the final disposal or other
resolution of the Loan. The Special Servicer will deliver the draft Note Maturity Plan to the parties
to the Servicing Agreement and to the Noteholders.
Upon receipt of the draft Notes Maturity Plan, the Noteholders Representative will convene, at the
cost of the Issuer, a meeting of all Noteholders at which the Noteholders will have the opportunity to
discuss the proposals contained in the draft Note Maturity Plan with the Special Servicer. Following
such meeting, the Special Servicer will reconsider the Note Maturity Plan and make modifications to
address the views of the Noteholders (subject to the Servicing Standard), following which the
Special Servicer will promptly provide a Notes Maturity Plan to the Issuer, the other parties to the
Servicing Agreement, the Rating Agencies, the Noteholders Representative and the Noteholders.

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 Upon receipt of the final Notes Maturity Plan, the Noteholders Representative will convene, at the
cost of the Issuer, a meeting of the most senior Class of Notes then outstanding at which the
Noteholders of the most Senior Class will be requested to select their preferred option among the
proposals set forth in the Notes Maturity Plan. The Special Servicer will, subject to the Servicing
Standard, implement such proposal and inform the Rating Agencies.
If no option receives the approval of the most senior Class of Notes at such meeting, then the Special
Servicer will be entitled to continue to enforce or workout the Loan in accordance with the Servicing
Standard, save that the Special Servicer may not extend the relevant Loan Maturity Date to a date
less than 30 months prior to the Final Maturity Date (subject to Condition 15.5), unless directed by a
resolution of the Noteholders of the most Senior Class of Notes, and will inform the Rating Agencies
that no specific proposal has been approved.
All notices in connection with the above will be at the cost of the Issuer.
8.2 Mandatory redemption
The Notes (other than the Class X Notes) will be redeemed on each Notes Payment Date on which
there are Principal Available Funds, in accordance with the applicable Priority of Payments.
The Class X Notes will be subject to partial mandatory redemption on the first Notes Payment Date,
irrespective of the Priority of Payments, from amounts standing to the credit of the Class X Account,
in the aggregate of €95,000.
The Issuer may apply amounts standing to the credit of the Class X Account also for the purpose of
funding any non-recurring Issuer Expenses incurred upon issue of the Notes or in any case prior to
the first Notes Payment Date, to the extent not already envisaged under the Notes Transaction
Documents or paid otherwise.
The Class X Notes will be subject to full mandatory redemption, irrespective of the Priority of
Payments, from amounts standing to the credit of the Class X Account on the final Notes Payment
Date on which the other Notes are redeemed in full.
8.3 Loan Prepayment Amounts
On each Notes Payment Date, any Loan Prepayment Amounts received by the Issuer will be
allocated and paid pro rata to each Class of Notes that is subject to mandatory redemption (other
than the Class X Notes) in accordance with the following formula:
Principal x Margin x Day Count Fraction
Where:
Principal = the principal amount redeemed on such Notes Payment Date of the Notes of each
Class (other than the Class X Notes)
Margin = the Margin per annum due on the relevant Class
Day Count Fraction = the number of days starting from the prepayment day to the end of the
24th month following the disbursement date of the Loan, in accordance with the Loan
Agreement/360
Any excess Loan Prepayment Amounts will be paid to the Class X Notes.
8.4 Optional redemption
Provided that no Note Enforcement Notice has been served, the Issuer may redeem all (but not some
only) of the Notes at their principal amount outstanding, together with accrued and unpaid interest
and premia, on any Notes Payment Date falling on or after the Clean-up Option Date, subject to:

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 (i) the Issuer having given not more than 60 days and not less than 30 days’ notice to the
Noteholders Representative and the Noteholders;
(ii) the Issuer having provided to the Noteholders Representative, prior to the delivery of the
above notice, a directors’ certificate confirming that the Issuer will, on the relevant
redemption date, have the funds required to redeem the Notes and pay other amounts ranking
in priority to or pari passu with the Notes.
The above directors’ certificate will be binding on the Noteholders and the other Issuer Secured
Creditors, and the Noteholders Representative may rely on it without further investigation.
8.5 Optional redemption for taxation reasons and illegality
Provided that no Note Enforcement Notice has been served, if at any time, following the occurrence
of legislative or regulatory changes, or official interpretations or administration or application
thereof by competent authorities:
(i) on the next Notes Payment Date: (x) the Issuer would be required to make a Tax Deduction
(other than a Decree 239 Deduction) in respect of any payment of principal, premium or
interest on the Notes; or (y) amounts payable to the Issuer in respect of the Receivables
would be subject to a Tax Deduction; or
(ii) the segregated assets (patrimonio separato) of the Issuer in respect of the Securitisation
becomes subject to Tax prior to the Final Maturity Date; or
(iii) without prejudice to Condition 12.2(v), is or will become unlawful for the Issuer (by reason
of a change in law or the interpretation or administration thereof since the Issue Date) to
perform or comply with any of its material obligations under or in respect of the Notes or
any of the Transaction Documents to which it is a party;
then the Issuer may redeem all (but not some only) of the Notes at their principal amount
outstanding, together with accrued but unpaid interest and premia, on any Notes Payment Date
falling before or after the Clean-up Option Date, subject to:
(i) the Issuer having given not more than 60 days and not less than 30 days’ notice to the
Noteholders Representative and the Noteholders; and
(ii) the Issuer having provided to the Noteholders Representative, prior to the delivery of the
above notice, a directors’ certificate confirming that the above circumstances cannot be
avoided by taking measures reasonably available to the Issuer.
The above directors’ certificate will be binding on the Noteholders and the other Issuer Secured
Creditors, and the Noteholders Representative may rely on it without further investigation.
8.6 Calculation of principal amounts
On each Calculation Date, the Issuer will cause the Calculation Agent to determine:
(i) the amount of the Principal Available Funds;
(ii) the principal payment amount due in respect of each Class of Notes on the next following
Notes Payment Date;
(iii) the principal amount outstanding of each Notes following such payment;
(iv) the note factor, i.e. the fraction (a) the numerator of which is the principal amount
outstanding of each Class of Notes and (b) the denominator of which is the aggregate
principal amount outstanding of all Classes of Notes;

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 (v) the allocation of any Loan Prepayment Amounts among the Classes of Notes pursuant to
Condition 8.3.
8.7 Notification of principal amounts
By close of business on each Calculation Date, the Calculation Agent acting on behalf of the Issuer
will cause each of the calculations referred in Condition 8.6 to be notified to the Servicer, the Paying
Agent, the Account Bank, the Liquidity Facility Provider the Noteholders Representative, the
Corporate Servicer, Monte Titoli and the Irish Stock Exchange, and to be published in accordance
with Condition 16 on or as soon as possible after such Calculation Date.
If the Issuer and the Calculation Agent do not for any reason calculate and publish the above
information, the Noteholders Representative will be entitled to calculate and publish such
information, and the same will be deemed to have been made by the Issuer and, in the absence of any
gross negligence or willful misconduct, no liability to the Noteholders will attach to the Noteholders
Representative. To this purpose the Noteholders Representative may appoint, at the expenses of the
Issuer, an agent selected among financial institutions having certified experience in making such
calculations in the context of securitisation transactions.
Each notification, calculation and determination made by the Issuer, the Calculation Agent or the
Noteholders Representative under this Condition 8 will, in the absence of any gross negligence,
willful misconduct or manifest error, be final and binding on all parties.
8.8 Cancellation
All Notes will be cancelled upon full redemption.
8.9 Regulatory transfer or redemption.
In the event of a transfer of a Note (or an interest therein) to a U.S. person that is not both a
Qualified Institutional Buyer and a Qualified Purchaser, the Issuer may, in its discretion, either:
(i) compel such transferee to sell such Note (or interest therein) to a person who is both a
Qualified Institutional Buyer and a Qualified Purchaser, within 30 days after notice of the
requirement to sell is given; or
(ii) on the next following Notes Payment Date, redeem such Note (or interest therein) at a price
equal to the lesser of (a) the purchase price therefor paid by such transferee and (b) the fair
market value thereof, provided that such amount is not lower than 100 per cent. of the then
principal amount outstanding of such Note.
In addition, if a holder or beneficial owner of any Note (other than the Class D Notes or the Class X
Notes) fails for any reason to provide the Issuer and – only following the delivery of a Notes
Enforcement Notice – the Noteholders Representative information or documentation, or to update or
correct such information or documentation, as may be necessary or helpful (in the sole determination
of the Issuer or – only following the delivery of a Notes Enforcement Notice – the Noteholders
Representative or their agents, as applicable) to achieve compliance with FATCA and any related
provisions of law, court decisions, or administrative guidance, including the Issuer entering into and
complying with an agreement with the IRS contemplated by Section 1471(b) of the Code (or any
Italian law implementing an inter-governmental agreement (IGA)), in each case as necessary so that
no tax will be imposed or withheld under FATCA in respect of payments to or for the benefit of the
Issuer, or such information or documentation is not accurate or complete, the Issuer may:
(a) compel or effect the sale of Notes held by any such holder that fails to sell its Notes within
30 days of notice from the Issuer or Note Trustee of its failure to comply with the foregoing
requirement,

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 (b) assign to such Note a separate CUSIP or ISIN number or numbers; and
(c) make other amendments to the Notes and the Agency Agreement to enable the Issuer to
comply with FATCA (including providing for remedies against, or imposing penalties upon,
any holder or beneficial owner who fails to deliver to the Issuer information requested by the
Issuer that is required by FATCA or a related rule or published IRS interpretation (or any
Italian law implementing an IGA) to enable the Issuer to comply with FATCA.
9. LIMITED RECOURSE AND NON PETITION
9.1 Save as expressly permitted by the Transaction Documents, only the Noteholders Representative
may pursue the remedies available to the Noteholders in respect of these Conditions and the
Transaction Documents, either by law or by contract.
9.2 The Noteholders are entitled to direct the Noteholders Representative to pursue any remedy or
action, or to refrain from doing so, only in accordance with the Conditions and in particular with
Condition 15. If the Noteholders Representative improperly fails to act and such failure is continuing
within a reasonable period following receipt of a written notice, then Noteholders holding the
required majority of Notes may act directly.
9.3 All obligations of the Issuer to the Noteholders are limited in recourse and subject to certain
restrictions as set out below:
(i) the Noteholders will have a claim only in respect of the Available Funds and only in
accordance with the applicable Priority of Payments (and in respect of Class X Notes and
Loan Prepayment Amounts, in accordance with respectively Conditions 8.2 and 8.3); the
Noteholders will not have recourse against the other assets of the Issuer or its contributed
capital, or against any of the directors, quotaholders, officers or agents of the Issuer;
(ii) sums payable by the Issuer to the Noteholders will be limited, at any given time, to the lesser
of (a) the nominal amounts which would be due and payable at such time in accordance with
the applicable Priority of Payments and (b) the Available Funds, net of any sums which are
payable in priority to or pari passu with sums payable to the Noteholders;
(iii) until the date falling one year and one day after the Final Maturity Date, or two years and
one day after the full redemption of the Notes in accordance with the Conditions, the
Noteholders may not initiate, or join other parties in, enforcement, insolvency or liquidation
proceedings against the Issuer;
(iv) the Noteholders will not take or join any action which would result in the applicable Priority
of Payments not being complied with.

10. PAYMENTS; STATUTE OF LIMITATIONS

10.1 Payment of principal, interest and any other amount due in respect of the Notes will be credited by
the Paying Agent to the accounts of the Monte Titoli Account Holders, according to the instructions
of Monte Titoli and other relevant clearing systems.
10.2 All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws,
regulations and directives to which the Issuer, the Noteholders Representative or the Paying Agent or
any paying agent (as the case may be) may be subject, but without prejudice to the provisions of
Condition 11 and (ii) any withholding or deduction required pursuant to an agreement described in
Section 1471(b) of the U.S. Internal Revenue Code of 1986 or otherwise imposed pursuant to
Sections 1471 through 1474 of that Code, any regulations or agreements thereunder, official
interpretations thereof, or any law implementing an intergovernmental approach thereto (FATCA).

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 Notwithstanding anything in Condition 11 to the contrary, neither the Issuer nor any such
Noteholders Representative or Paying Agent or any paying agent (as the case may be) will be liable
for any taxes or duties of whatever nature imposed or levied by FATCA or any directives or
agreements implementing FATCA.
10.3 Noteholders will not be entitled to any interest or other payment in consequence of any delay in
receiving any amount as a result of the due date not being a Business Day in the place of payment to
such Noteholder, or for other reasons falling outside control of the Issuer.
10.4 The Issuer reserves the right, subject to the prior written approval of the Noteholders Representative,
to replace the Paying Agent or appoint additional Paying Agents.
10.5 Claims against the Issuer for payments in respect of the Notes are subject to the applicable statute of
limitations, and in particular ten years in respect of principal and five years in respect of interest and
premia, in each case from the date on which a payment first becomes due and payable.
11. TAXATION
11.1 Payments free from Tax
All payments in respect of the Notes by or on behalf of the Issuer will be made free and clear of and
without withholding or deduction (other than a Decree 239 Deduction, where applicable) for any
Taxes imposed, levied, collected, withheld or assessed by applicable law unless the Issuer, the
Noteholders Representative or the Paying Agent or any paying agent (as the case may be) is required
by law to make any Tax Deduction. In that event the Issuer, the Noteholders Representative or such
Paying Agent (as the case may be) will make such payments after such Tax Deduction and will
account to the relevant authorities for the amount so withheld or deducted.
11.2 No payment of additional amounts
None of the Issuer, the Noteholders Representative, the Paying Agent or any paying agent will be
obliged to pay any additional amounts to the Noteholders on account of a Decree 239 Deduction or
any other Tax Deduction required to be made by applicable law.
11.3 Taxing Jurisdiction
If the Issuer at any time becomes subject to taxation in a jurisdiction other than the Republic of Italy
(such jurisdiction a “Taxing Jurisdiction”), references in these Conditions to the Republic of Italy
will be construed as references to the Republic of Italy and/or such other Taxing Jurisdiction.
11.4 Tax Deduction not Notes Event of Default
Notwithstanding that the Noteholders Representative, the Issuer or the Paying Agent or any paying
agent are required to make a Tax Deduction this will not constitute a Notes Event of Default.
12. NOTES EVENTS OF DEFAULT
12.1 Notes Event of Default
Each of the following events is a Notes Event of Default.
(i) (Non-payment): (a) the Issuer fails to pay any amount of interest (but excluding for the
avoidance of doubt any Premium Amount) in respect of the most senior class of Notes
within 3 Business Days of the due date for payment; or (b) the Issuer fails to repay any
amount of principal or interest in respect of any class of Notes on the due date following an
optional redemption notice pursuant to Conditions 8.4 or 8.5; or (c) the Issuer fails to repay
any amount of principal or Loan Prepayment Amount in respect of any class of Notes
following a prepayment of the Loan pursuant to Conditions 8.2 and 8.3, within 3 Business

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 Days of the due date for payment; or (d) the Issuer fails to repay any amount of principal in
respect of any Notes on the Final Maturity Date pursuant to Condition 8.1;
(ii) (Breach of other obligations): the Issuer defaults in the performance of any of its obligations
under the Conditions or any of the Transaction Documents in any material respect, and such
default is (a) incapable of remedy or (b) if capable of remedy (in the Noteholders
Representative’s opinion), remains unremedied for 30 days after the Noteholders
Representative has given written notice to the Issuer requiring the same to be remedied;
(iii) (Misrepresentation): any representation made or deemed to be made by the Issuer pursuant
of the Transaction Documents proves to have been incorrect or misleading in any material
respect when made or deemed to be made, and such misrepresentation is (a) incapable of
remedy or (b) if capable of remedy (in the Noteholders Representative’s opinion), remains
for 30 days after the Noteholders Representative has given written notice to the Issuer
requiring the same to be remedied;
(iv) (Unlawfulness): it is or becomes unlawful for the Issuer to perform any of its obligations
under the Conditions or any material obligations under the Transaction Documents;
(v) (Insolvency): an order is made or a resolution is passed for the winding-up of the Issuer; the
Issuer stops payment of its debts, or becomes unable to pay its debts as they fall due, or
otherwise becomes insolvent within the meaning of the applicable insolvency law;
Insolvency Proceedings are initiated by or against the Issuer, or an application for the
commencement of any such proceedings is made, save where such proceedings or
application are frivolous or vexatious and are being contested in good faith by the Issuer with
a reasonable prospect of success.

12.2 Delivery of a Notes Enforcement Notice

If a Notes Event of Default occurs and is continuing, the Noteholders Representative may, and will if
so requested by the Noteholders as set out below, serve a written enforcement notice on the Issuer (a
Notes Enforcement Notice).
The Noteholders Representative must promptly serve a Notes Enforcement Notice and institute
proceedings if so requested:
(a) by a quorate resolution of the all the Classes of Notes then outstanding other than the Class
X Notes and any Class in respect of which a Control Valuation Event has occurred (such
instructing Classes, the Relevant Classes); or
(b) in the absence of a quorate resolution to the contrary of the Relevant Classes, by written
request of the holders of at least 25 per cent. of the principal amount outstanding of such
Classes.
In the case of an Event of Default under Condition 12.1(ii) (Breach of other obligations) or (iii)
(Misrepresentation), the Noteholders Representative may request to be indemnified by the relevant
Noteholders against the liabilities which it may incur in so doing, if and to the extent such liabilities
are not already envisaged and indemnified under the Notes Transaction Documents. To this purpose
the Noteholders Representative will deliver to the Noteholders a reasonably detailed summary of the
grounds upon which the indemnification is requested, the potential legal proceedings and liabilities,
an estimate of the costs that it expects to incur, and the shortfall between such liabilities and the fund
and/or the indemnity obligations already available under the Transaction Documents. The

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 Noteholders Representative will further provide such other information as reasonably requested by
the Noteholders.
Upon the service of a Notes Enforcement Notice, the Notes will become immediately due and
payable without any further action or formality at their principal amount outstanding, together with
accrued and unpaid interest and premia, in accordance with the Priority of Payments set out in
Condition 6.7.
At any time after a Notes Enforcement Notice has been served on the Issuer, the Noteholders
Representative may, at its discretion and always in the interest of the Noteholders, without further
notice, take such steps and institute such proceedings as it thinks fit to enforce repayment of the
Notes and payment of other amounts due to the Noteholders.
12.3 Sale of Loan Portfolio
Following the delivery of a Note Enforcement Notice the the Noteholders Representative will direct
the Issuer to sell the Loan Portfolio or a substantial part thereof in accordance with the provisions of
the Servicing Agreement and these Conditions, if so requested by a resolution of the meeting of the
Relevant Classes.
12.4 Comfort documents
Upon occurrence of the circumstance under Condition 12.3 above, the assignee of the Loan Portfolio
(or part of it) will provide the Issuer with (i) a solvency certificate and (ii) a good standing certificate
(certificato di vigenza) issued by the relevant Chamber of Commerce confirming that no insolvency
proceedings have been filed or are pending against it or other similar certificates issued in the
relevant jurisdiction of the assignee.
13. ORGANISATION OF THE NOTEHOLDERS – NOTEHOLDERS REPRESENTATIVE
13.1 General provisions
Noteholder’s rights under these Conditions and the other Notes Transaction Documents must be
exercised subject to and in accordance with this Condition 13.
The organisation of the Noteholders will be established upon and by virtue of the issue of the Notes
and will remain effective until repayment in full or cancellation of the Notes. The organisation acts
through the Noteholders Representative, the meeting of the Noteholders, and any written resolution
of the Noteholders, in each case subject to this Condition 13. The purpose of the organisation is to
co-ordinate the exercise of the rights of the Noteholders and, more generally, to take any action
necessary or desirable to protect the interest of the Noteholders.
The Noteholders may at any time, at their own costs and expenses, appoint an ad hoc committee in
respect of one or more specified matters.
13.2 Appointment, duration and removal
There will be at all times a Noteholders Representative, to be appointed by a resolution of the most
senior Class of Noteholders.
Any person can be appointed as Noteholders Representative, including for the avoidance of doubt
any Noteholder; any Noteholder acting as Noteholders Representative will be required to act
impartially for the benefit of the holders of all Classes.
Directors, statutory auditors, Issuers’ employees and all the persons which are under the conditions
specified in article 2399 of the Italian Civil Code cannot be appointed as such.

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 By means of the subscription or purchase of the Notes, any Noteholder accepts the appointment of
the Noteholders Representative as its lawful representative and accepts to be bound by the Notes
Transaction Documents entered into by the Noteholders Representative also in the name and on
behalf of the Noteholders (and the other Issuer Secured Creditors, as the case may be).
The Noteholders Representative appointed on the Issue Date pursuant to the Subscription Agreement
is U.S. Bank Trustees Limited and each Class of Noteholders are deemed to have ratified such
appointment.
Unless the Noteholders Representative is removed or resigns, it will remain in office until the full
repayment and cancellation of the Notes. The Noteholders Representative may resign at any time,
subject to 3 months written notice to the Issuer and the Noteholders. In the event of termination of
the appointment or resignation, the Noteholders Representative will remain in office until a
substitute Noteholders Representative accepts the appointment provided that, if the Noteholders fail
to select a substitute within 3 months of written notice of resignation delivered by the Noteholders
Representative, the Noteholders Representative may appoint a successor.
The Controlling Class may veto the appointment of any person as Noteholders Representative, other
than in respect of U.S. Bank Trustees Limited as initial Noteholders Representative, within 3
Business Days from the relevant resolution. Each Controlling Class will not be entitled to exercise
such veto right for more than two times.
13.3 Fees of the Noteholders Representative
The Issuer will pay to the Noteholders Representative a fee, as agreed either in a separate side letter
or in the Subscription Agreement, in accordance with the relevant Priority of Payments.
13.4 Powers and duties of the Noteholders Representative
(i) Noteholders Representative is legal representative
The Noteholders Representative is the legal representative of the organization of the holders
of the Notes and has the power to exercise the rights conferred on it by the Notes Transaction
Documents in order to protect the interests of the Noteholders.
(ii) Meetings and resolutions
Unless any resolution provides to the contrary, the Noteholders Representative is responsible
for implementing all resolutions of the Noteholders. The Noteholders Representative has the
right to convene and attend meetings to propose any course of action which it considers from
time to time necessary or desirable.
(iii) Delegation
The Noteholders Representative may in the exercise of the powers, discretions and
authorities vested in it by these Conditions and the Notes Transaction Documents:
(A) act by responsible officers or a responsible officer for the time being of the
Noteholders Representative;

(B) whenever it considers it expedient and in the interest of the Noteholders, whether by
power of attorney or otherwise, delegate to any person or persons or fluctuating body
of persons some, but not all, of the powers, discretions or authorities vested in it as
aforesaid.

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 Any delegation under paragraph (B) above may be made upon such conditions and subject to
such regulations as the Noteholders Representative may think fit in the interest of the
Noteholders. The Noteholders Representative will not, other than in the normal course of its
business, be bound to supervise the acts or proceedings of such delegate and will not any
way be responsible for any loss incurred by reason of any misconduct, omission or default
on the part of such delegate, provided that the Noteholders Representative will use all
reasonable care in the appointment of any such delegate and will be responsible for the
instructions given by it to such delegate. The Noteholders Representative will, as soon as
reasonably practicable, give notice to the Issuer of the appointment of any delegate and any
renewal, extension and termination of such appointment, and will procure that any delegate
will give notice to the Issuer of the appointment of any sub-delegate as soon as reasonably
practicable. For the avoidance of doubt, the Noteholders Representative will be responsible
for any misconduct, omission or default on the part of any of its employees or officers
subject to the same standard of care and limitation of liabilities as set forth in Condition
13.5(i).
(iv) Judicial proceedings
The Noteholders Representative is authorised to initiate and to represent the organisation of
the holders of the Notes in any judicial proceedings, to the greatest extent allowed under
applicable law, including Insolvency Proceedings.
(v) Consents given by the Noteholders Representative
Any consent or approval given by the Noteholders Representative under these Conditions
and any other Notes Transaction Document may be given on such terms and subject to such
reasonable conditions (if any) as the Noteholders Representative deems appropriate,
provided that such terms or conditions do not conflict with other express provisions of these
Conditions or the Notes Transaction Documents.
(vi) Discretion in the exercise of the Noteholders Representative’s rights and powers
The Noteholders Representative will exercise any discretion vested in it under the Notes
Transaction Documents or by operation of law as it sees fit.
(vii) Remedy
The Noteholders Representative may determine, in its reasonable opinion, whether or not a
default or misrepresentation by the Issuer is capable of remedy for the purpose of Conditions
12.1(ii) or 12.1(iii). Any certificate by the Noteholders Representative relating to any such
default or misrepresentation determined in its reasonable opinion will be prima facie
evidence binding upon the Issuer, the Noteholders, the other Issuer Secured Creditors and
any other party to the Securitisation.
13.5 Exoneration of the Noteholders Representative
(i) Limited obligations- Limitation of liability
The Noteholders Representative will not assume any obligations or responsibilities in
addition to those expressly provided herein and in the Notes Transaction Documents. The
Noteholders Representative will not be liable for any act, matter or thing done or omitted in
any way in connection with the Notes Transaction Documents, the Notes or these
Conditions, save in case of gross negligence, willful misconduct or violation of public policy
rules pursuant to article 1229 of the Italian Civil Code.
(ii) Specific limitations

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Without limiting the generality of the foregoing, the Noteholders Representative:
(A) will not be under any obligation to take any steps to ascertain whether a Notes Event
of Default or any other event, condition or act, the occurrence of which would cause
a right or remedy to become exercisable by the Noteholders Representative
hereunder or under any other Notes Transaction Document, has occurred and until
the Noteholders Representative has actual knowledge or express notice to the
contrary, it will be entitled to assume that no Notes Event of Default, or such other
event, condition or act has occurred;
(B) will not be under any obligation to monitor or supervise the observance and
performance by the Issuer or any other parties of their obligations contained in these
Conditions or the Notes Transaction Documents or and, until it shall have actual
knowledge or express notice to the contrary, the Noteholders Representative shall be
entitled to assume that the Issuer and each other party to the Notes Transaction
Documents are duly observing and performing all their respective obligations;
(C) except as expressly required in these Conditions or any Notes Transaction
Document, will not be under any obligation to give notice to any person of its
activities in performance of the provisions of these Conditions or any other Notes
Transaction Document;
(D) will not be responsible for investigating the legality, validity, effectiveness,
adequacy, suitability or genuineness of these Conditions or of any Notes Transaction
Document, or of any other document or any obligation or right created or purported
to be created hereby or thereby or pursuant hereto or thereto, and (without prejudice
to the generality of the foregoing) it will 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 opinion, search,
report, certificate, valuation or investigation delivered or obtained or required
to be delivered or obtained at any time in connection with the Notes or the
Loan;
3. the suitability, adequacy or sufficiency of any collection procedure operated
by any of the Servicers or compliance therewith;
4. the failure by the Issuer to obtain or comply with any license, consent or other
authority in connection with the purchase or administration of the Loan; and
5. any accounts, books, records or files maintained by the Issuer, any of the
Servicers and the Paying Agent or any other person in respect of the Loan;
(E) will not be responsible for the receipt or application by the Issuer of the proceeds of
the issue of the Notes or the distribution of any of such proceeds to the persons
entitled thereto;
(F) will have no responsibility for procuring or maintaining any rating and/or listing of
the Notes by any credit or rating agency or stock exchange, any other person;
(G) will not be responsible for or for investigating any matter which is the subject of any
recital, statement, warranty, representation or covenant by any party other than the
Noteholders Representative contained herein or in any Notes Transaction Document

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 or any certificate, document or agreement relating thereto or for the execution,
legality, validity, effectiveness, enforceability or admissibility in evidence thereof;
(H) will 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
Conditions or any Notes Transaction Document;
(I) will 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 in relation to the Loan or any part thereof,
whether such defect or failure was known to the Noteholders Representative or
might have been discovered upon examination or enquiry or whether capable of
being remedied or not;

(J) will not be under any obligation to guarantee or procure the repayment of the Loan
or any part thereof;
(K) will not be responsible for reviewing or investigating any report relating to the Loan
provided by any person;
(L) will not be responsible (except as expressly provided in these Conditions) for
making or verifying any determination or calculation in respect of the Notes, the
Loan or any Notes Transaction Document;
(M) will not have any liability for any loss, liability, damages claim or expense directly
or indirectly suffered or incurred by the Issuer, any Noteholder, any other Issuer
Secured Creditor or any other person as a result of the delivery by the Noteholders
Representative of a certificate of material prejudice pursuant to Condition 12.2
(Delivery of a Notes Enforcement Notice) on the basis of an opinion formed by it in
good faith;
(N) will not (unless and to the extent ordered so to do by a court of competent
jurisdiction, or by any applicable law) be under any obligation to disclose to any
Noteholder, any other Issuer Secured Creditor or any other person any confidential,
financial, price sensitive or other information made available to the Noteholders
Representative by the Issuer or any other person in connection with these
Conditions, the Notes or any other Notes Transaction Document, and none of the
Noteholders, other Issuer Secured Creditors nor any other person will be entitled to
take any action to obtain from the Noteholders Representative any such information.
(iii) Specific permissions
(A) When in these Conditions or any Notes Transaction Document the Noteholders
Representative is required in connection with the exercise of its powers, trusts,
authorities, duties or discretions to have regard to the interests of the Noteholders,
the Noteholders Representative will have regard to the interests of the Noteholders
as a class and will not be obliged to have regarded to the consequences of such
exercise for any individual Noteholder resulting from his or its being for any purpose
domiciled, resident in or otherwise connected with or subject to the jurisdiction of
any particular territory or taxing authority.
(B) Where the Noteholders Representative is required to consider the interests of the
Noteholders and, in its sole opinion, there is a conflict between the interests of the

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 holders of different classes of Notes, the Noteholders Representative will consider
only the interests of the holders of the most senior Class of Notes.
(C) Without prejudice to Condition 12.2, the Noteholders Representative may refrain
from taking any action or exercising any right, power, authority or discretion vested
in it under these Conditions or any Notes Transaction Document or any other
agreement relating to the transactions herein or therein contemplated until it has been
indemnified, prefunded and/or secured to its satisfaction against any and all actions,
proceedings, claims and demands which might be brought or made against it and
against all costs, charges, damages, expenses and liabilities which may be suffered,
incurred or sustained by it as a result. Nothing contained in these Conditions or any
of the other Notes Transaction Documents will require the Noteholders
Representative to expend or risk its own funds or otherwise incur any loss or liability
in the performance of its duties or the exercise of any right, power, authority or
discretion hereunder if it has grounds for believing the repayment of such funds or
adequate indemnity against, or security for, such risk, loss or liability is not
reasonably assured to it.
(iv) Illegality
No provision of the Conditions will require the Noteholders Representative to do anything
which is illegal or contrary to applicable law or regulations. The Noteholders Representative
may refrain from taking any action which would or might, in its opinion, be contrary to any
law of any jurisdiction or any regulation or directive of any agency of any state. The
Noteholders Representative may do anything which, in its opinion, is necessary to comply
with any such law, regulation or directive as aforesaid.
13.6 Reliance on information
(i) Advice
The Noteholders Representative may rely on, and act on the advice of, a certificate or
opinion of or any written information obtained from any lawyer, accountant, banker, broker,
credit, rating agency, accounting firm, auditor or other expert, whether obtained by the
Issuer, the Noteholders Representative or otherwise, without being responsible for reviewing
or investigating any of it, and will not be liable for any loss occasioned in so acting, subject
to Condition 13.5(i) above.
(ii) Certificates of Issuer
The Noteholders Representative may call for, and will be at liberty to accept as sufficient
evidence:
(A) as to any fact or matter prima facie within the Issuer’s knowledge, a certificate duly
signed by a director of the Issuer;

(B) that such is the case, a certificate of a director of the Issuer to the effect that any
particular dealing, transaction, step or thing is expedient; and

(C) as sufficient evidence that such is the case, a certificate signed by a director of the
Issuer to the effect that the Issuer has sufficient funds to make an optional
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 and the Noteholders Representative will not be bound in any such case to call for further
evidence or be responsible for any loss that may be incurred as a result of acting on such
certificate unless any of its officers responsible for the administration of the Securitisation
will have actual knowledge or express notice of the untruthfulness of the matters contained
in the certificate.
(iii) Resolution or direction of Noteholders
The Noteholders Representative will not be responsible for acting upon any resolution
purporting to be a written resolution or to have been passed at any meeting in respect
whereof minutes have been made and signed or a direction of the requisite percentage of
Noteholders, even though it may subsequently be found that there was some defect in the
constitution of the meeting or the passing of the written resolution or the giving of such
directions or that for any reason the resolution purporting to be a written resolution or to
have been passed at any meeting or the giving of the direction was not valid or binding upon
the Noteholders. For the avoidance of doubt this rule will apply also with reference to
resolution passed in accordance with Conditions 15.7 (Negative Consent).
(iv) Certificates of Monte Titoli Account Holders
The Noteholders Representative, in order to ascertain ownership of the Notes, may fully rely
on the certificates issued by any Monte Titoli Account Holder in accordance with the
regulation issued jointly by the Bank of Italy and CONSOB on 22 February 2008, as
amended from time to time, which certificates are to be conclusive proof of the matters
certified therein.
(v) Clearing system
The Noteholders Representative will be at liberty to call for and to rely on as sufficient
evidence of the facts stated therein, a certificate, letter or confirmation certified as true and
accurate and signed on behalf of such clearing system as the Noteholders Representative
considers appropriate, or any form of record made by any clearing system, to the effect that
at any particular time or throughout any particular period any particular person is, or was, or
will be, shown its records as entitled to a particular number of Notes.
(vi) Rating Agencies
The Noteholders Representative will be entitled to assume, for the purposes of exercising
any power, authority, duty or discretion under or in relation to these Conditions that such
exercise will not be materially prejudicial to the interests of the Noteholders provided that
such action does not have an adverse impact on the rating of the then current rating of the
notes. Notwithstanding the foregoing, it is agreed and acknowledged by the Noteholders
Representative and notified to the Noteholders that a credit rating is an assessment of credit
and does not address other matters that may be of relevance to the Noteholders, and it is
expressly agreed and acknowledged that the attribution of such rating does not impose on or
extend to any Rating Agency any actual or contingent liability to the Noteholders
Representative, the Noteholders or any other third party or create legal relations between any
of the Rating Agencies and the Noteholders Representative, the Noteholders or any other
third party by way of contract or otherwise. If the Noteholders Representative, in order
properly to exercise its rights or fulfill its obligations, deems it necessary to obtain the view
of the Rating Agencies as to how a specific act would affect the outstanding rating of the
Notes, the Noteholders Representative may inform the Issuer, which will then obtain such

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 views at its expense on behalf of the Noteholders Representative or the Noteholders
Representative may seek and obtain such views itself at the cost of the Issuer.
(vii) Certificates of parties to Notes Transaction Documents
The Noteholders Representative will have the right to call for or require the Issuer to call for
and to rely on written certificates issued by any party (other than the Issuer) to the
Intercreditor Agreement or any other Notes Transaction Document,

(A) in respect of every matter and circumstance for which a certificate is expressly
provided for under the Conditions or any Notes Transaction Document;

(B) as any matter or fact prima facie within the knowledge of such party; or

(C) as to such party’s opinion with respect to any issue,

and the Noteholders Representative will not be required to seek additional evidence in
respect of the relevant fact, matter or circumstances and will not be held responsible for any
loss, liability, cost, damage, expense, or charge incurred as a result of having failed to do so
unless any of its officers responsible for the administration of the Securitisation will have
actual knowledge or express notice of the untruthfulness of the matter contained in the
certificate.
13.7 Modifications and Waivers
(i) Permitted modifications and waivers
The Noteholders Representative may, from time to time and without the consent or sanction of the
Noteholders, concur with the Issuer and any other relevant parties in making any amendment or
waiver to these Conditions and the other Notes Transaction Documents in relation to which the
consent of the Noteholders Representative is required if, in the reasonable opinion of the Noteholders
Representative, (a) such amendment is necessary or expedient in order to cure any ambiguity or
correct any manifest error, or to comply with any changes in applicable law; or (b) such amendment
or waiver is not, in the opinion of the Noteholders Representative, materially prejudicial to the
interest of any Class of Noteholders; or (c) such amendment or waiver is formal, minor or technical
in nature.
(ii) Binding nature
Any such modification or waiver will be binding on the Noteholders.
(iii) Restriction on powers
The Noteholders Representative will not exercise any powers conferred upon it by this Condition
13.7 in contravention of any express (a) resolution of the most senior Class of Notes or, (b) in the
absence of a quorate resolution to the contrary of the most senior Class of Notes, by written request
or direction of the holders of at least 25 per cent. of the principal amount outstanding of such Class.
(iv) Notice
The Issuer will cause any such amendment or waiver to be notified to the Noteholders and the other
Issuer Secured Creditors as soon as practicable after it has been given or made.

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13.8 Professional advice
In the exercise of its powers, the Noteholders Representative will be entitled to seek and rely on,
without liability, any professional advice it might deem appropriate, at costs and expenses of the
Issuer. To this purpose the Noteholders Representative will deliver to the Issuer a reasonably detailed
summary of the grounds upon which the professional advice is requested and an estimate of the costs
that it expects to incur. The Noteholders Representative will further provide such other information
as reasonably requested by the Issuer (to the extent available).
13.9 Deed of Pledge
The Noteholders Representative will have the right to exercise all the rights granted by the Issuer to
the Noteholders pursuant to the Deed of Pledge, in accordance with the Deed of Pledge and the
Intercreditor Agreement.
13.10 Intercreditor Agreement - Indemnity
Each Noteholder acknowledges that the Intercreditor Agreement contains inter alia further
provisions relating to the protection of the interests of the Noteholders and the other Issuer Secured
Creditors. In particular, pursuant to the Intercreditor Agreement the Issuer has covenanted and
undertaken to hold the Noteholders Representative, or any entity to which the Noteholders
Representative has delegated any power, harmless and will indemnify it for any documented costs,
expenses, Taxes, losses, charges, damages, actions, proceedings, claims, demands and liabilities as it
may reasonably incur in connection with the activities and in relation to the exercise or purported
exercise of its powers, authorities and discretions and the performance of its duties under these
Conditions and/or the Notes Transaction Documents, pursuant to articles 1719 and 1720 of the
Italian Civil Code, including without limitation legal and travelling expenses, and any Taxes paid by
them in connection with any action and/or legal proceedings brought or contemplated by them
pursuant to these Conditions and/or the Notes Transaction Documents, against the Issuer or any other
person, to enforce any obligation under these Conditions and/or the Notes Transaction Documents.
14. CONTROLLING CLASS – OPERATING ADVISOR
14.1 The Controlling Class will be at any time the most junior Class of Notes (other than the Class X
Notes) in relation to which a Control Valuation Event has not occurred, as determined by the
Primary Servicer or the Special Servicer in accordance with the Servicing Agreement. As of the
Issue Date the Class D Notes are the Controlling Class.
14.2 A Control Valuation Event will occur in relation to a Class (other than the Class X Notes) where
the relevant Servicer determines that, on any date, the aggregate of:
(iii) 25 per cent. of the then principal amount outstanding of such Class of Notes; and
(iv) the then principal amount outstanding of each more senior Class of Notes;

exceeds the latest available valuation of the Property carried out in accordance with the terms of the
Loan Agreement. If no Class meets the above requirements, then the most senior Class of Notes will
be the Controlling Class.
14.3 Noteholders holding more than 50 per cent. of the Controlling Class may from time to time appoint
an Operating Advisor, and terminate its appointment. The Operating Advisor will have certain
powers and rights as set forth in the Servicing Agreement. Noteholders holding at least 75 per cent.
or more of the most senior Class of Notes may veto within 2 months of the notification of such
appointment. The most senior Class will not be entitled to exercise such veto right for more than two
times in respect of each Controlling Class.

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14.4 Each Noteholder acknowledges and agrees that the Operating Advisor may act solely in the interest
of the Controlling Class and does not have any duties to any Noteholders other than the Controlling
Class.
15. MEETING OF THE NOTEHOLDERS
15.1 Powers of the meeting of the Noteholders
Subject to Condition 15.3 and the application of the relevant quorum and majorities, the meeting of
the Noteholders will decide:
(i) on any Basic Term Modification;
(ii) in respect of the most senior Class only and subject to Condition 13.2, on the appointment of
the Noteholders Representative;
(iii) in respect of the most senior Class only, on the removal of the Noteholders Representative;
(iv) on any amendments or waivers to the Conditions (but without prejudice to Condition 13.7)
and, to the extent the consent of the Noteholders is required, the other Notes Transaction
Documents;
(v) on the service of a Notes Enforcement Notice and directions to the Noteholders
Representative in that respect;
(vi) in respect of the Controlling Class only, on the appointment and removal of the Operating
Advisor and, in respect of the most senior Class only, on a veto against such appointment;
(vii) on the sale of the Loan Portfolio further to a Notes Enforcement Notice;
(viii) on the removal of the Primary Servicer and/or Special Servicer;
(ix) on any matter as expressly provided under the Notes Transaction Documents; and
(x) on any other matter which is of common interest to the Noteholders.

15.2 Convening a meeting

Noteholders holding not less than 10 per cent. of the principal amount outstanding of the Notes of
the relevant Class, the Issuer and the Noteholders Representative are entitled to convene separate or
combined meetings of the Noteholders of any Class or Classes, at any time. For the avoidance of
doubt, the Noteholders Representative has the right, but not the obligation, to convene a meeting or
meeting in order to obtain the Noteholders’ instructions in connection with matters in respect of
which the Noteholders Representative is entitled to exercise discretions hereunder. The Noteholders
Representative will be obliged to convene a meeting upon written request by the Primary Servicer or
Special Servicer for obtaining Noteholders consent for any purpose.
The meeting will be held at the place and time specified or approved by the Noteholders
Representative. The notice of call may convene the meeting on the same day both in first and second
call.
The notice may include instructions for obtaining voting certificates, issuing block voting
instructions and appointing proxies, in accordance with applicable law, listing rules if relevant, and
any directions of the Noteholder Representative. Proxy solicitation is always permitted, subject to
compliance with any applicable law.
For all other matters not expressly regulated in these Conditions, the same rules governing the
quotaholders meeting of the Issuer will apply mutatis mutandis. The Noteholders Representative may

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 at its sole discretion, with or without the consent of the Issuer, prescribe such further regulations
regarding the holding of meetings, attendance and voting.
15.3 Separate and combined meetings
Subject to Conditions 15.5 and 15.9 and the provisions of the Intercreditor Agreement, the following
provisions will apply in respect of meetings where outstanding Notes belong to more than one Class:
(i) business which, in the opinion of the Noteholders Representative, affect only one Class will
be transacted at a meeting of the holders of such Class only;
(ii) business which, in the opinion of the Noteholders Representative, affect more than one Class
but do not give rise to an actual or potential conflict of interest among different Classes, will
be transacted either at separate meetings of each Class or at a single meeting of all Classes,
as the Noteholders Representative will determine in its absolute discretion;
(iii) business which, in the opinion of the Noteholders Representative, affect more than one Class
and give rise to an actual or potential conflict of interest among different Classes, will be
transacted at separate meetings of each Class.

15.4 Notice of meeting

At least 14 days’ notice (exclusive of the day of the notice and the day of the meeting) must be given
to the Noteholders, with copy to the Issuer, the Noteholders Representative, the Servicers and the
Agents. A meeting will be nevertheless valid if all the principal amount outstanding of the Notes of
the relevant Class(es) is represented and the Issuer and the Noteholders Representative are present at
the meeting.
15.5 Constituting the meeting and validity or the resolutions – Basic Term Modifications
The meeting of the Noteholders is duly constituted:
(i) in first call, with the presence of as many Noteholders representing more than 50 per cent. of
the principal amount outstanding of the Notes of each of the relevant Class(es); and
(ii) in second call, with the presence of as many Noteholders representing more than 33.3 per
cent. of the principal amount outstanding of the Notes of each of the relevant Class(es).

The meeting will resolve in each case by means of absolute majority of the principal amount
outstanding represented at the meeting, save for the following resolutions (each, a Basic Term
Modification), which require the favourable vote of Noteholders representing at least 75 per cent. in
first call, and more than 50 per cent. in second call, of the principal amount outstanding of the Notes
of each relevant Class(es).
(i) changing any date fixed for payment of principal, interest and premia in respect of the Notes
of any Class;
(ii) reducing or cancelling any monetary claim of the Noteholders against the Issuer or any other
amounts payable by the Issuer to the Noteholders;
(iii) any change to the method of calculating the amount of any payment in respect of the Notes,
or to the currency in which such payments are due;
(iv) altering the Priority of Payments in respect of the Notes;

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 (v) altering the quorum or majority required to pass any resolution or approve a written
resolution;
(vi) releasing the Loan Security other than in accordance with the Servicing Agreement;
(vii) releasing the Deed of Pledge;
(viii) authorizing the Servicer to approve any amendments to the Loan Transaction Documents
which constitute a Reserved Matter under the Servicing Agreement;
(ix) authorizing the Issuer to carry out further securitisations, issue new notes or otherwise
increase the amount of the Notes; or
(x) changing this definition.

Any resolution passed in conformity with the above mentioned provisions will be binding for all the
Noteholders of the relevant Class or Classes, whether or not present and whether or not voting, or
dissenting. No resolution involving a Basic Term Modification that is passed by the Holders of one
Class of Notes shall be effective unless it is sanctioned by a resolution of the Holders of each of the
other Classes of Notes (other than the Class X Notes) then outstanding.
15.6 Conduct of meeting
Any individual (who may, but need not to be, a Noteholder) may take the chair at any meeting. The
chairman will be appointed by the Noteholders Representative or, if it fails to do so, by the majority
of the Noteholders present.
The meeting will be conducted in accordance with the directions of the chairman, in accordance with
any instructions specified in the notice convening such meeting.
The chairman will ascertain whether the meeting has been duly convened and validly constituted,
manage the business of the meeting, monitor the fairness of the proceedings, lead and moderate the
debate, and define the terms for voting. The Issuer will not be allowed to exercise any voting rights
in respect of any Notes held by it.
15.7 Written resolution
Any written resolution approved by Noteholders holding more than 50 per cent. of the principal
amount outstanding of the Notes of the relevant Class(es) will have the same effect as a resolution
passed at a duly convened meeting. Any Noteholder may propose a written resolution for
consideration by the other Noteholders. To this purpose, “written resolution” means a resolution in
writing signed by or on behalf of the Noteholders who at any relevant time are entitled to participate
in a meeting in accordance with the provisions of these Conditions, 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.
15.8 Negative consent (silenzio assenso)
The Issuer, the Noteholders Representative or the Servicer acting in accordance with the Servicing
Agreement may propose any matter for consideration and approval by the Noteholders by way of
negative consent. This provision does not apply to a resolution relating to (a) a Basic Term
Modification, (b) the waiver of any Notes Event of Default, (c) the service of a Notes Enforcement
Notice or (d) sale of the Loan Portfolio under Condition 12.3.
A resolution will be deemed approved by negative consent where:

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 (iii) notice of such proposed resolution is given to the Noteholders in accordance with Condition
16 and such notice contains a statement informing the Noteholders that the negative consent
procedure applies;
(iv) holders representing 25 per cent. or more of the principal amount outstanding of the Notes of
the relevant Class(es) have not informed in writing the Noteholders Representative of their
objection to such resolution within 30 days of the date of the notice.
15.9 Conflict among Classes
Subject to the provisions relating to:
(i) a Basic Term Modification, or
(ii) matters which expressly require the consent of the Controlling Class, or
(iii) the direction of the Noteholders Representative to deliver a Notes Enforcement Notice or
commence enforcement proceedings,
a resolution of the most senior Class of Notes will be binding on all other Classes and will override
any resolution to the contrary by them.
15.10 Individual actions
The Noteholders will not commence or pursue any individual action if it is in conflict with a
resolution of the meeting of the Noteholders or a written resolution, or if a meeting has been
convened to resolve upon the same matter.
15.11 U.S. Regulatory Modifications
Notwithstanding the foregoing, for so long as the Issuer relies on the exception from registration
provided by Section 3(c)(7) of the Investment Company Act, the Issuer may not modify or amend
these Conditions, any Notes Transaction Document (including any exhibits, annexes or schedules
thereto) or enter into any supplemental documents thereto or hereto if doing so would adversely
affect the Issuer's ability to rely on the exception provided by Section 3(c)(7) of the Investment
Company Act.
The Issuer may also amend the Notes or the Notes Transaction Documents, without the consent of
the Noteholders, at any time and from time to time, to take any action necessary or advisable to
allow the Issuer to comply with FATCA or any rules or regulations promulgated thereunder (or any
Italian law implementing an IGA); and to issue a new Note or Notes in respect of, or issue one or
more new sub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs,
ISINs and Common Codes, as applicable), to the extent that the Issuer determines such action would
be beneficial to segregate Noteholders who have provided the FATCA information requested by
Issuer from those Noteholders who have not provided the FATCA information requested by the
Issuer; provided that any sub-class of a Class of Notes issued pursuant to this clause shall be issued
on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class.
16. NOTICES
As long as the Notes are held through Monte Titoli, any notice regarding the Notes will be deemed to
have been duly given if given through the systems of Monte Titoli.
As long as the Notes are listed on the Irish Stock Exchange and the listing rules so require, any
notice will also be published on the website of the Irish Stock Exchange or in such other or
additional manner as required by such rules.

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 The Noteholders Representative may sanction some other or additional method of notice (including
without limitation any relevant screen) if, in its sole opinion, such other or additional method is
reasonable having regard to market practice then prevailing.
Any notice to be given by a Servicer to the Noteholders will be published on Bloomberg or, if
Bloomberg is not available, the most widely read online information source accessed by CMBS
investors generally which is available for publication of notices of the type contemplated by the
Servicing Agreement, as determined by the relevant Servicer upon consultation with the Noteholders
Representative.
17. GOVERNING LAW AND JURISDICTION
The Notes are governed by Italian law. The Courts of Milan, Italy, will have exclusive jurisdiction to
settle any disputes that may arise out of or in connection with the Notes and these Conditions.

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 SELECTED ASPECTS OF ITALIAN LAW
This section summarises certain Italian law aspects and practices in force at the date hereof relating to the
transactions described in this Prospectus and of which prospective Noteholders should be aware. It does not
purport to be a complete analysis and should not, therefore, be treated as a substitute for comprehensive
professional, legal and tax advice on the relevant matters, nor on any such issue which may be relevant in
the context of this Prospectus.
The Italian Securitisation Law
The Italian 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 Italy. It
applies to securitisation transactions involving a “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 Italian Securitisation
Law and all amounts paid by the debtors in respect of the receivables are to be used by the relevant company
exclusively to meet its obligations under notes issued to fund the purchase of such claims and all costs and
expenses associated with the securitisation transaction.
The Italian Securitisation Law has been recently amended through law decree No. 145 of 23 December 2013,
called “Decreto Destinazione Italia” (the Destinazione Italia Decree) converted into law No. 9 of 21
February 2014, which provides for, inter alia, simplified perfection formalities for the assignment of public
receivables and trade receivables and implements legal mitigants to address the commingling and claw-back
risks, and excludes the application of article 65 of the Bankruptcy Law to payments effected by the assigned
debtors to the securitisation vehicle.
On 24 June 2014, the Italian Securitisation Law has again been amended through the law decree No. 91,
called “Decreto Competitività” (the Law Decree Competitività) converted, with amendments, into law No.
116 of 11 August 2014, which, inter alia¸ (i) introduces the possibility for issuers to perform lending activity
ensuring an adequate regulatory control through the involvement of regulated entities acting as servicers of
the securitisation; and (ii) clarifies the segregation mechanics provided under the amended article 3 of the
Italian Securitisation Law, as better described under the paragraph set out below (Ring-fencing of the assets).
Ring-fencing of the assets
Under the terms of article 3 of the Italian Securitisation Law (as recently amended, as set out above), (i) the
assets relating to each securitisation transaction will, by operation of law, be segregated for all purposes from
all other assets and moneys of the company which purchases the receivables (including any other receivables
purchased by the Issuer pursuant to the Italian Securitisation Law) and (ii) the moneys and deposits held by
servicers and sub-servicers in charge of the collection services and the moneys standing to the credit of the
transaction accounts held on behalf of the issuer will, by operation of law, be segregated for all purposes
from all other deposits and moneys of the relevant depository. Prior to and on a winding up of such a
company the receivables, moneys and deposits listed above 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 receivables. In addition,
the receivables, moneys and deposits relating to a particular transaction will not be available to the holders of
notes issued to finance any other securitisation transaction or to general creditors of the issuer company.
The Law Decree Competitività confirms that the securitised assets, which benefit from the segregation,
expressly include (not only the receivables towards the assigned debtors but also) any other monetary claims
owed to the issuer in relation to the securitisation, and any cash-flows generated by the collection of the
assigned receivables, including any financial assets purchased by the issuer for the purpose of the
transaction.

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Moreover, it sets out new provisions concerning the segregation clarifying the operation of the bank accounts
that may be opened by the issuer with the servicer or other depositories (together, the Depositories) for the
collection of the sums paid by the assigned debtors and any other sums paid or otherwise due to the issuer in
the context of the securitisation. In particular:
 any sums paid into the segregated accounts can be freely and immediately disposed of by the issuer
to meet its payment obligations to the noteholders, the hedging counterparties covering the risks on
the securitised receivables / notes and other transaction costs, and no actions are permitted on the
segregated accounts by other creditors;
 should any insolvency procedure be opened against one of the Depositories, no suspension of
payments will affect the moneys standing to the credit of the segregated accounts, nor any sums that
will be credited during the insolvency procedure. Hence, any sums transferred or credited in the
segregated accounts will be immediately available to effect the payments due under the
securitisation;
 similarly, no actions are permitted by the creditors of the servicers or sub-servicers on the accounts
opened with any such Depositories to collect any amounts on behalf of the issuer, other than for
amounts exceeding the moneys due to the issuer under the securitisation. Should any insolvency
procedure be opened against such a Depository, any sums deposited or that will be credited on such
accounts during the insolvency procedure will be immediately returned to the issuer without need of
procedural requests, filing or submission of claims/petitions, and without waiting for any
composition and/or restitutions among the creditors.
Under Italian law, however, any creditor of the Issuer would be able to commence insolvency or winding up
proceedings against the Issuer in respect of any unpaid debt.
The assignment
The assignment of the receivables under the Italian Securitisation Law will be governed by article 58
paragraphs 2, 3 and 4 of the Consolidated Banking Act. The prevailing interpretation of this provision, which
view has been strengthened by article 4 of the Italian Securitisation Law, is that the assignment can be
perfected against the Originator, the debtors in respect of the assigned debts, and third party creditors by way
of publication of the relevant notice in the Official Gazette and, in the case of the debtors, registration in the
companies register, so avoiding the need for notification to be served on each debtor.
As of the date of the publication of the notice in the Official Gazette, the assignment becomes enforceable
against any creditors of the Originator who have not prior to the date of publication of the notice commenced
enforcement proceedings in respect of the relevant debts:
(a) the liquidator or other bankruptcy official of the Originator; and
(b) other permitted assignees of the Originator who have not perfected their assignment prior to the date
of publication.
As of the later of (i) the date of the publication of the notice in the Official Gazette or (ii) the date of
registration of the notice in the companies register, the assignment becomes enforceable against:
(i) the debtors; and
(ii) the liquidator or other bankruptcy official of such debtors (so that any payments made by a
debtor whose debt has been assigned to the purchasing company may not be subject to any claw-
back action pursuant to article 67 of the Bankruptcy Law).
The benefit of any privilege, guarantee or security interest guaranteeing or securing repayment of the
assigned debts will automatically be transferred to and perfected with the same priority in favour of the
Issuer, without the need for any formality or annotation.

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As from the date of publication of the notice of the assignment in the Official Gazette, no legal action may be
brought in respect of the debt assigned or the sums derived therefrom other than for the purposes of
enforcing the rights of the noteholders in relation to the notes issued for the purpose of financing the
acquisition of the relevant debts and to meet the costs of the transaction.
Notice of the assignment of a Loan pursuant to the Loan Portfolio Sale Agreement was published in the
Gazzetta Ufficiale della Repubblica Italiana, Parte Seconda, number 153 of 30 December 2014 and was
registered with the companies register of Milan on 8 January 2015.
Assignments executed under the Italian Securitisation Law are subject to revocation on bankruptcy under
article 67 of the Bankruptcy Law but only in the event that the adjudication of bankruptcy of the relevant
party is made within three months of the securitisation transaction or, in cases where paragraph 1 of article
67 applies, within six months of the securitisation transaction.
Bankruptcy Law means Royal Decree 16 March 1942, No. 267, as well as any other provisions of Italian
law relating to insolvency and winding up proceedings as listed in Annex A and Annex B of the Council
Regulation (EC) No. 1346/2000 of 29 May 2000.
The Issuer
The Issuer must be registered on the register of special purpose vehicles (elenco delle società veicolo) held
by the Bank of Italy pursuant to article 4 of the Bank of Italy's regulation dated 29 April 2011.
Mortgages
Mortgage (ipoteca)
A mortgage over real property gives the creditor a right to expropriate the specified property made liable to
secure its identified claim, even against a third party transferee, and a preference in being paid from the
proceeds of such expropriation. A mortgage is indivisible and extends in its entirety over all mortgaged
assets, over each of them and over any part of them. A mortgage extends to interest accrued in the two years
preceding the attachment (pignoramento) and in the then current year, notwithstanding any agreement to the
contrary, provided that the relevant rate is indicated in the registration. The mortgage extends also to interest
accrued in the period following the year when the attachment is lodged and ending on the date of the sale,
but such interest must be calculated at the legally prescribed rate.
Mortgages will have different rankings, depending on the date of registration. A mortgage may be
constituted by operation of law, by virtue of a judicial decision or at the instance of the mortgagor. The
analysis under this section “Mortgage (ipoteca)” focuses only on the last indicated method. A mortgage may
also be given by a third party mortgagor (terzo datore di ipoteca) over its immovable property in favour of a
debtor for the benefit of the latter's creditor. A mortgage may also be granted on assets which the mortgagor
does not currently own. In this case, the mortgage can be validly perfected only upon acquisition of the asset
by the mortgagor. A mortgage may also be granted on future assets, but it can validly be perfected only upon
the asset coming into existence.
Instrument granting a mortgage
A mortgage may be granted by either a unilateral or bilateral deed. It should be noted that the mortgage deed
(whether or not unilateral in nature) must be made in the form of a public deed or a written document with
signature certified as true by a notary public. If these formalities are not followed, the mortgage will be null
and void. The instrument creating a mortgage must specifically designate the immovable property involved,
indicating what such immovable property consists of, the municipality (comune) in which it is located and
the number referencing the immovable property registration details.

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In addition, the instrument must define the sum of money denominated in euro for which the property is
mortgaged. A mortgage may also be granted by an instrument concluded outside of Italy. If this is the case,
such instruments must be legalised (or apostilled) in order for registration to occur.
Perfection of mortgage
A mortgage is only perfected once it is registered in the public register of immovable property of the place in
which the immovable property is situated (the local land/property registry). In order to do this, the instrument
creating a mortgage, together with a note signed by the applicant in duplicate must be presented to the
registrar.
With respect to the creditor, debtor and any third party mortgagor, the note must state:
(a) if they are physical persons, their surname, first name, place and date of birth and tax code; or
(b) if they are legal entities, their full name, registered office and tax code;
(c) the domicile elected by the creditor within the jurisdiction of the tribunal in whose district the office
of immovable property records is located;
(d) the instrument on the basis of which the mortgage is being registered, its date and the name of the
public official who has drawn it up or authenticated it;
(e) the amount for which registration is made;
(f) the interest and annuities produced by the debt;
(g) the time at which the claim can be collected; and
(h) the nature and the location of the property encumbered, together with the indications referred to in
the description of the instrument creating a mortgage above.
Once registered, the applicant will be given one of the duplicates of the above note on which the date and the
serial number of the registration shall be recorded. It should be noted that such registration is valid for a
twenty year period from the date of registration. Registration will need to be renewed if the mortgage
continues for any longer period.
In certain cases the public register of immovable property evidences registration of mortgages ranking senior
to a mortgage which has been agreed to be taken as a first-ranking mortgage by the lender, notwithstanding
that the creditor secured by the pre-existing mortgages has consented to their cancellation or that the
obligation secured by such mortgage has been satisfied and/or that the mortgage has not been renewed at its
expiration date. This may depend either on the fact that the mortgage cancellation deed has not been filed
with the public register of immovable property and/or as a result of the slow bureaucratic timing for the
perfection of the cancellation formalities in Italy. When a situation like this occurs, notarial reports relating
to the registration of the new mortgages granted to a new lender describe such new mortgages as
“substantive” first or first and second-ranking mortgages (ipoteche di primo grado o di primo e secondo
grado sostanziale).
Future amendment
The details contained in the mortgage register would need to be amended if any changes occur in the parties
secured by the mortgages: e.g., if a lender transfers its participation to a new lender, the name of such new
lender will have to be inserted into the records by way of an annotation (annotazione) on the relevant
register. This is not required, however, if the transfer takes place in the context of a transfer pursuant to the
Italian Securitisation Law.
Pledges
General

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A pledge grants to the pledgee:
(a) priority of payment as against unsecured creditors;
(b) the right to expropriate the pledged asset, which is binding against third-party purchasers;
(c) the right to satisfy its claims on the proceeds of sale of the pledged asset; and
(d) certain expedited measures in the forced sale of the pledged asset.
A pledge is indivisible and secures the relevant claim for as long as it has not been completely satisfied, even
if the debt or obligation secured is itself divisible. Priority of payment will also include interest for the year
current at the date of attachment (pignoramento), or, in the absence of attachment, at the date of service of
the notice of intention to start enforcement proceedings (precetto), as well as all interest accrued up to the
date of sale of the pledged asset.
In general terms, upon occurrence of an event of default, the holder of a pledge may choose between the
following remedies:
(a) applying to the court for an order vesting the relevant assets in the secured creditor in satisfaction of
its claim, according to an appraisal to be made by experts, or according to the current market price of
the pledged asset (if it has a market price). In effect, the court would be authorising a sale to the
secured creditor itself; or
(b) selling the pledged asset. If this is proposed, then, prior to the sale, the secured creditor must,
through a process server, serve a demand for payment of the debt and charges on the debtor. This
demand must include a warning (the Notice) that if the debtor fails to comply with the request, then
the pledged asset will be sold. The Notice shall also be served on any third party pledgor (if
applicable). In the case of a debtor who resides or has his elected domicile in Italy, if no objection is
raised within five days from receipt of the Notice, or if the court overrules any objection, the secured
creditor can sell the pledged asset by public auction or, if it has a market price, he may sell it for that
current market price through a person authorised to make such a sale.
It should be noted that it is open to the parties to agree to other procedures in connection with the sale of the
asset given in pledge, provided that, also in this case, the Notice is given to the debtor.
According to the opinion of the majority of Italian legal scholars, no service of the titolo esecutivo and of the
precetto is required for the purposes of enforcing a pledge.
A pledge is established according to particular rules depending on the nature of the asset over which the
pledge is created. If the value of the pledge exceeds Euro 2.58, the pledge will not be effective unless it is
evidenced by a written instrument which has an indisputable date and contains a sufficient indication of the
secured obligation and of the subject matter of the pledge.
In case of a pledge of quotas in a limited liability company (società a responsabilità limitata) (the S.r.l.), the
pledge is granted by a notarised written document. Following registration with the relevant registry office
and payment of any applicable registration tax, the document is then submitted by the notary involved to the
Register of Enterprises (Registro delle Imprese) where the company is enrolled with and a request is made
for the pledge to be registered. Once such registration is completed, a request can be made to the company
whose quotas are the subject of the pledge to enter the pledge in the register of members (libro soci). The
Pledge created will have priority over all charges upon this entry being made.
Voting rights
The voting rights relevant to the pledged shares are transferred to the pledgee after executing the relevant
formalities. Nevertheless it is worth noting that the pledgor and the pledgee may agree to a different

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distribution of voting rights. Therefore they may contractually set out that the pledgor keeps the voting rights
at meetings of the shareholders of the pledgor.
Future capital increase and dividends
The security interest created by the pledge over shares will extend to any future capital increase of the
company concerned, subject to carrying out the relevant formalities over any newly issued shares.
However, it should be noted that, after the grant of a pledge, dividends continue, as a rule, to accrue to the
pledgor.
Pledge over accounts
In order for a pledge over accounts to be enforceable, the requirement for an identified subject matter of the
pledge would require that the formalities for creating a pledge are carried out each time monies are credited
or debited to the account.
According to article 2800 of the Italian Civil Code, the enforceability of such pledge would therefore be
subject to (i) the written agreement between the parties and (ii) the service of the notice relevant to the
pledge creation to the debtor whose bank account has been pledged (the Debtor) or the pledge acceptance
through a written document bearing date certain at law (data certa) by the Debtor. Moreover in case of
pledgor default, the pledgee may demand that the claim received by the pledgor is assigned to him as
payment up to the amount of his claim.
Assignment of receivables or claims by way of security (cessione dei crediti a scopo di garanzia)
Although widely used in commercial practice, Italian law does not specifically regulate the assignment of
receivables or claims by way of security. Such assignment is governed by general rules on assignment of
receivables. An assignment of future receivables by way of security is also a recognised form of security
under Italian law. However, such an assignment is only perfected when the conditions to the receivable
coming into existence have been satisfied and the receivable becomes actual. For instance, if an assigned
receivable is the consideration for the use of an asset (such as rental payments in the case of leases), then the
assignment is fully perfected only when the obligation to pay the relevant instalment has arisen and provided
that the assignment has been fully perfected at that time. The consequence of this is that, in the case of the
bankruptcy of the assignor, Italian law does not recognise the enforceability of the assignment as against
other creditors until such assignment is perfected.
An assignment of receivables by way of security must be evidenced by a written document. In addition, the
obligor of the receivables must have:
(a) been notified of the assignment; or
(b) acknowledged the granting of the assignment.
Such notification or acknowledgement (as applicable) must be in writing in a document bearing an
indisputable date.
If the receivable is evidenced by a document (not having the characteristics of a security), the assignor is
bound to deliver such document to the secured creditor. Receivables arising in respect of securities are
pledged according to specific rules.
An assignment of receivables by way of security grants to the assignee the right to appropriate and apply the
relevant amounts to discharge the secured obligations. Upon the secured obligations being discharged in full,
the assignment is automatically terminated and the right to the receivables reverts to the assignor.

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Registration process of the assignment by way of security of the claims arising under the lease agreements
The assignment by way of security of the claims arising under the lease agreements (the Assignment) should
be registered with the competent registered offices (i.e., Uffici del Territorio— Conservatorie dei Registri
Immobiliari and, in certain areas, Uffici Tavolari), in order to be enforceable and give priority vis-à-vis` third
parties (including but not limited to any creditor of a Borrower), pursuant to Article 2643, paragraph 9 and
Article 2918 of the Italian Civil Code.
Assigning receivables generated by bank accounts by way of security
An assignment by way of security can be made over the receivables generated by a bank account (being the
credit balance on such account and any entitlement to interest arising thereon). Such assignment is made
according to the formalities for an assignment of receivables by way of security.
The bank which holds the assigned account will be the debtor of this type of security. At the date of the
assignment it will affix over the relevant receivables.
Enforcement proceedings
Under Italian law - generally speaking, security interests may be enforced through judicial proceedings and,
with respect to certain types of security interests, also by means of out-of-court methods of enforcement.
Generally, out-of-court methods of enforcement are more advantageous for creditors, because they are
quicker to enforce.
Estimates of the cost for the enforcement of security interests have to be made on a case by case basis. The
creditor is required to pay, in advance, the expenses of the judicial enforcement proceeding (including the
fees of the expert appointed by the court to appraise the assets subject to enforcement).
A judicial enforcement proceeding is initiated through a formal payment request served upon the debtor and
the third party who granted the security interest (if different from the debtor) by a competent court, giving at
least 10 days to pay the debt (atto di precetto).
Once the above term of payment expires, the subsequent steps of judicial enforcement proceeding vary
depending on the type of security interest to be enforced (e.g. mortgages, pledges over shares or other
movable assets etc).
Under Article 1247 of the Italian Civil Code, the third party, who granted the security interest (a mortgage or
a pledge) in favour of the debtor, has the right to set-off debts which the creditor owes to the debtor against
those claims the creditor has against the debtor.
Generally, the enforcement of the security interest is carried out by a sale that is controlled by the competent
court. When an enforcement proceeding has been commenced by one creditor, other creditors may intervene.
The proceeds of the sale are allocated to (i) reimburse the expenses of the enforcement proceeding and (ii)
pay the secured creditor who initiated the proceeding and any other creditor who intervened in the
enforcement proceeding (the secured creditors have precedence over unsecured creditors). Any residual
amount is returned to the debtor (or to the third party who granted the security interest).
Generally, the enforcement of a mortgage is time consuming considering that it may take several years.
The Enforcement Procedures are regulated by the ordinary enforcement rules of the Italian Civil Procedure
Code (ICPC), applicable to both individual/natural persons and corporations.
Ordinary Enforcement Proceedings
Mortgage

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Under Italian law a mortgage grants the mortgagee: (i) the right to expropriate the relevant real estate
property even against a third party transferee; and (ii) a priority in distribution of the proceeds of the sale of
the real estate property.
The mortgage is validly perfected upon transcription before the relevant public register of real estate
property. Transcription expires after 20 years, unless renewed before the date of expiration.
The mortgager is not required to be the borrower under the mortgage loan, so a mortgage can be granted as
third party security. Furthermore, several mortgages may be granted over the same real estate property. As a
consequence, the order of priority between mortgagees on the same property when distributing the proceeds
of the sale shall be determined by making reference to the date of the transcription before the relevant
register.
Main steps of Enforcement Procedures
Enforcement Procedures are quite complex and based on the following standard and basic legal steps (plus a
number of variable stages):
a) Service of the writ of execution.
b) Attachment.
c) Application for sale of attached real estate property.
d) Appraisal.
e) Hearing.
f) Sale / Auction.
g) Distribution of the proceeds of sale / auction.
Each of the above steps (and relevant variable stages) will be dealt with separately.
Service of the writ of execution
Any enforcement procedure requires a valid writ of execution, which may be, among others, a notarial deed
(atto pubblico) or a document authenticated in the signatures by a notary public, with respect to pecuniary
obligations (scrittura privata autenticata).
Enforcement shall be started by service upon the debtor of the writ of execution (which shall be the mortgage
loan), along with an order to pay (precetto). Should the debtor not have paid his debt after the above service,
the mortgagee may file an application for attachment of the secured real estate property, not earlier than 10
days from date of service.
The debtor, if willing to object that the creditor is not entitled to enforcement, may serve a challenge based
either on procedural grounds or on the merits, by means of a writ of summons, which opens an ordinary
proceeding. In such event, the judge may suspend the enforcement procedure, upon debtor’s request and for
serious reasons only.
Attachment
Application for attachment is made before the bailiffs’ office of the competent court of first instance (i.e. the
court of the place where the secured real estate property is located). The bailiff serves upon the debtor a deed
by which, among other things, identifies the attached real estate property and orders the debtor to refrain
from attempts to avoid the security on the attached property. The above deed shall be filed with the
competent public register of real estate property.
At this stage, other creditors of the debtor may intervene in the Enforcement Procedure. The ICPC sets forth
stricter requirements for creditors to intervene. Creditors entitled to intervention are (i) those owning a writ

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of execution, (ii) those who obtained seizure of the attached property, or (iii) secured creditors which
security interest is shown by a public register or an account book.
Mortgagee, in order to avoid dilution of the sale proceeds, may (i) suggest to intervening creditors different
assets of the debtor to be attached, and (ii) in the event of insufficiency of the attached property for the
satisfaction of all the creditors, request attachment of other debtor’s assets.
Application for sale of attached real estate property.
Not earlier than 10 days and not later than 90 days from the attachment, the creditor may apply for sale of the
attached property and file any relevant documentation.
Appraisal
The appraisal of the value of the real estate property is usually made by an expert appointed by the judge.
The appraisal may require substantial time in order to be completed. The judge, within 30 days from
complete filing of the relevant documents, appoints the expert and schedules a hearing within 120 days from
appointment of same. The expert shall provide a report on the property and on the filed documents within 45
days before the hearing. The parties may file their comments on the report within 15 days before the hearing.
Hearing
At the hearing the debtor is entitled to challenge the attachment either on procedural grounds or on the
merits. In the event of a challenge by the debtor, enforcement is suspended and the proceeding is transformed
into an ordinary proceeding (before a different judge). After the decision, the proceeding returns back to the
judge of the enforcement.
Lacking any challenge (or after conclusion of the challenge proceeding, should such be positive for the
mortgagee) the judge:
(a) orders the sale and grants a term between 90 and 120 days within which purchase offers may be
presented; and
(b) schedules a hearing at which he will:
(i) in the event a single offer is made, appraise and eventually accept (upon fulfillment of
certain conditions) such offer, or
(ii) request the parties to participate to a tender offer procedure.
Sale / Auction
The clerk’s office provide to the notice of sale by means of publication of (i) data relating to the property, (ii)
appraisal value of the property, (iii) website on which the report of the consultant is posted and (iv) name and
telephone no. of the custodian of the property. If value of the property subject to the sale is greater than Euro
25,000.00, notice of sale shall be published on a website within 45 days before the term granted by the judge
for presentation of the offers/auction. Within the same term, the notice shall be published one or more times
on major local newspapers or, if advisable, on national newspapers. The notice may also be published on any
other magazine or newspaper.
The judge may delegate certain procedures and accomplishments with respect to the sale / auction to a notary
public, an attorney, or an accountant, providing for a term within which the delegate needs to complete the
sale / auction. In particular, the judge may delegate, inter alia: (i) appraisal of the value of the real estate
property; (ii) notice of sale; (iii) appraisal of the offers; (iv) sale / auction.
When the property is sold or awarded, the judge shall issue an order aimed at transferring the ownership to
the buyer / awarded party.
Distribution of the proceeds of sale / auction

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After sale / auction, the distribution phase shall start. Creditors may agree a distribution plan, which shall be
endorsed by the court, after consulting with the debtor. If creditors do not reach an agreement, or the judge
does not approve the plan, the court shall prepare a distribution plan based on the following.
The proceeds arising from the sale / auction shall be aimed at the satisfaction of mortgagee’s claims in
priority to the claims of any other creditors. The relevant interest is satisfied in priority in an amount equal to
(i) the interest accrued at the contractual rate in the calendar year in which attachment is made and in the two
preceding years and (ii) the interest accrued at the legal rate from the attachment until the date of sale /
auction.
Enforcement over movable property (espropriazione mobiliare)
A mortgagee may commence an enforcement procedure over the debtor's movable property (espropriazione
mobiliare) instead of or in addition to the enforcement proceedings over the relevant real estate.
As stated above under paragraph 1.2., any enforcement procedure requires a valid writ of execution, which
may be, among others, a notarial deed (atto pubblico) or a document authenticated in the signatures by a
notary public, with respect to pecuniary obligations (scrittura privata autenticata).
Enforcement shall be started by service upon the debtor of the writ of execution (which shall be the mortgage
loan), along with the order to pay (precetto).
Application for attachment is made before the bailiffs’ office of the competent court of first instance (i.e. the
court of the place where the movables are located). The bailiff serves upon the debtor a deed by which,
among other things, identifies the attached movable property and orders the debtor to refrain from attempts
to avoid the security on the attached property.
At this stage, as specified in paragraph 1.2. above, other creditors of the debtor may intervene in the
Enforcement Procedure.
Not earlier than 10 days and not later than 90 days from the attachment, the creditor may apply for sale of the
attached property and file any relevant documentation.
The appraisal of the value of the movable property (if necessary) is made by an expert appointed by the
judge.
At the hearing the debtor is entitled to challenge the attachment either on procedural grounds or on the
merits. In the event of a challenge by the debtor, enforcement is suspended and the proceeding is transformed
into an ordinary proceeding (before a different judge). After the decision, the proceeding returns back to the
judge of the enforcement.
Lacking any challenge (or after conclusion of the challenge proceeding, should such be positive for the
mortgagee) the judge orders the sale and appoints an expert.
After sale / auction, the distribution phase shall start. Creditors may agree a distribution plan, which shall be
endorsed by the court, after consulting with the debtor. If creditors do not reach an agreement, or the judge
does not approve the plan, the court shall prepare a distribution plan.
Insolvency proceedings
In case a company finds itself in a state of insolvency or of financial-economic distress, the Italian
Bankruptcy Law provides the implementation of the following court-directed proceedings in order to allow
and guarantee to the creditors of said company that their credit claims are satisfied.
(i) Bankruptcy (fallimento): a court-directed liquidation procedure which takes place when a corporate
entity becomes insolvent (i.e. the debtor must be cash flow insolvent).

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(ii) Composition with creditors (concordato preventivo): a court-directed proceedings where the
company is cash flow insolvent and files a proposal with the competent court to reach a settlement
agreement with the creditors. The company is not required to be technically insolvent at the time it
files the settlement proposal; it is sufficient if there is a status of crisis (e.g. a situation of temporary
illiquidity or financial difficulty).
(iii) Compulsory administrative liquidation (liquidazione coatta amministrativa): a court-directed special
insolvency proceeding which applies to specific categories of companies that are identified or may
be identified by ad hoc laws and/or regulations (e.g. the Banking Act). Companies subject to
compulsory administrative liquidation are state-owned companies or companies subject to
government’s or other relevant authorities’ control. They include certain banks, insurance
companies, mutual companies and consortia.
(iv) Extraordinary Administration (amministrazione straordinaria): a court-directed special insolvency
proceeding aimed at restructuring trading companies meeting certain requirements. In particular,
such proceeding applies to companies: (a) with at least 200 employees during the last year (including
those admitted to the redundancy fund); (b) having an overall amount of debts greater than 2/3 of
both the net equity and the total revenues of the last financial year; and (c) being insolvent but
showing serious restructuring prospects within strict time limits.
(v) Extraordinary Administration of large enterprises (amministrazione straordinaria delle grandi
imprese): a court-directed special insolvency proceeding aimed at restructuring trading companies
meeting certain requirements. The extraordinary administration provided for by Law No. 39/2004
applies only to those insolvent companies (a) with at least 500 employees during the last year
(including those admitted to the redundancy fund); and (b) liabilities, including those arisen from
guarantees issued, with an aggregate amount not lower than € 300 million.
The proceeding is focused on corporate reorganisation rather than on liquidation of the debtor’s
assets. It is based on the implementation of a two-year reorganisation plan devised by the
extraordinary commissioner (appointed by the ministry of economic development) and aims to
restructure the debtor and is subject to the Minister’s approval.
The Italian Bankruptcy Law then provides two out-of-court expedited solution for companies in distressed
debt situations wishing to restructure their debts.
(i) Recovery programs (piani di risanamento/concordato stragiudiziale): under article 67, paragraph 2,
letter a), of the Italian Bankruptcy Law, this proceedings may be commenced by entities, who devise
a plan to allow the reconstruction of their debt and to ensure that their financial situation is redressed.
(ii) Restructuring agreements (accordi di ristrutturazione): under article 182 bis of the Italian
Bankruptcy Law, this proceedings is initiated by companies in distressed debt situations which have
reached an agreement (certified by an expert and subject to approval by the insolvency court) with
the majority of their creditors (representing at least 60% of the total amount of credits), for the
purpose of restructuring their indebtedness.
Bankruptcy (fallimento)
A debtor can be declared bankrupt (fallito) either by its own initiative or upon the initiative of any of its
creditors or any public prosecutor. The bankruptcy declaration cannot take place it the debtor at issue
demonstrates that the amount of outstanding and unpaid debts amount to a total sum of less than €30,000.
The commencement of bankruptcy proceedings has the following main effects:

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 (i) the court appoints a bankruptcy receiver (curatore) who is entitled to administrate the company’s
assets and performs all the operations related to the proceedings under the supervision of the court
and the creditors’ committee;
(ii) under article 42 of the Italian Bankruptcy Law from the date of the bankruptcy opening judgement
the insolvent company is deprived of power to administer existing assets in its possession or that
come into its possession during the bankruptcy proceeding. The insolvent company cannot continue
trading, unless the court expressly authorises trading for a temporary period under article 104 of the
Italian Bankruptcy Law;
(iii) under article 93 of the Italian Bankruptcy Law, creditors holding a debt must file (only by certified
registered e-mail) a proof of claims within 30 days before the date of the creditors’ meeting settled
by the bankruptcy opening judgement. This timeframe is extended to twelve months after the
enforcement order regarding the list of approved claims has been filed (see article 101 of the Italian
Bankruptcy Law);
(iv) the insolvent company is prohibited from paying debts having arisen prior to the bankruptcy opening
judgment (see article 44 of the Italian Bankruptcy Law), though under article 56 of the Italian
Bankruptcy Law, the creditors of the insolvent company are entitled to set-off any amount they owe
to the insolvent company with the amounts owed by the insolvent company itself;
(v) although contractual provisions whereby the amount of interest is increased upon the declaration of
insolvency of the company may be effective under Italian law, under article 55 of the Italian
Bankruptcy Law all legal and contractual interests due to creditors as well as any late payment
interest or penalties stop accruing as from the bankruptcy opening judgment, except in the case of
secured claims (i.e. claims guaranteed by mortgage);
(vi) under article 51 of the Italian Bankruptcy Law, legal proceedings commenced by the creditors,
including pending enforcement proceedings will be suspended, save for some enforcement
proceedings relating to certain mortgage loans that are subject to specific Italian registration;
(vii) under article 45 of the Italian Bankruptcy Law, as from the date of the bankruptcy opening
judgment, security interests may no longer be registered or published and, as a result, may not be
binding on third parties (including any creditor).
Once the court ruled over the existence of the credit claims filed by the creditors of the insolvent company
pursuant to article 93 of the Italian Bankruptcy Law, the sale of the company’s properties is conducted in a
manner similar to foreclosure proceedings or forced sale of goods, as the case may be.
We deem important to note that an insolvent debtor or a debtor facing temporarily an economic and/or
financial crisis may avoid being declared bankrupt by proposing to its creditors a creditors' agreement. See
“Composition with creditors (Concordato preventivo)” below.
Due to the complexity of the insolvency proceedings, the time involved and the possibility of challenges and
appeals by the debtor, there can be no assurance that any such insolvency proceedings would result in the
payment in full of the outstanding amounts.
Composition with creditors (Concordato preventivo)
The composition with creditors (concordato preventivo) is a restructuring proceeding involving a proposal of
an arrangement by a debtor in a state of crisis or state of insolvency with its creditors, subject to court
supervision.
The company’s proposal may provide for a reorganization when the company’s business may be viable or
for a liquidation when it appears that a reorganization is manifestly impossible.
Only the company may ask the court to open this proceeding.

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Under article 161 of the Italian Bankruptcy Law the company can file a petition with the competent court in
order to be admitted to the composition with creditors proceedings without filing the proposal with the
aforesaid petition. The proposal must be filed within the deadline granted by the court (i.e. within 60 to 120
days as from the date of the petition’s filing).
The company’s proposal may provide for a wider range of arrangements, including, for instance, the sale of
assets, the attribution of shares or financial instruments to creditors (as means to satisfy their claims) and the
division of creditors into different classes, each of which may also be offered different priority and treatment.
The company’s proposal may also be accepted even if the secured creditors will not be fully satisfied,
provided that (i) they obtain at least the market value (in a liquidation sale) of the secured asset, and (ii) they
do not receive worse treatment than that granted to unsecured creditors.
Restructuring agreement (accordi di ristrutturazione dei debiti)
Pursuant to Article 182-bis of the Bankruptcy Law, a debtor which is experiencing a state of crisis may
require the ratification (omologazione) of a debts restructuring agreement (accordo di ristrutturazione dei
debiti) entered into between the company and its creditors representing at least 60 per cent of the outstanding
amount.
The distressed company, once the debt restructuring agreement has been filed with the insolvency court and
published in the companies’ register, will benefit from an automatic stay of any enforcement proceedings
against the company’s assets for a period of 60 days. In the event of subsequent adjudication of the company
into insolvency, all activities and payments made and security interests created pursuant to the agreement are
exempted from claw-back actions.
If the restructuring agreement complies with all the requirements set out by law and it is feasible to aim its
purposes, the court shall issue a decree (decreto di omologazione) validating such debts restructuring
agreement.
Lease Agreements and Business Lease Agreements
Lease Agreements
Pursuant to Article 27, last paragraph, of the Law No. 392 of 27 July 1978 (the Law No. 392), lessees have a
statutory right to terminate at any time their lease agreement for serious reasons (gravi motivi) upon service
of a six-month advance notice on the lessor.
According to the prevailing case law, gravi motivi are considered to be objective events that are beyond the
lessee's will and unforeseeable at the time the lease agreement is executed, which render extremely
burdensome the performance of the lease agreement for the lessee. In particular, the Italian Supreme Court
(Corte di Cassazione) has stated that the need to transfer the activity carried out in the rented premises to
another location may be considered as gravi motivi for the purposes of Article 27 of the Law No. 392
provided that this need was not a free choice of the lessee and that it arose after the execution of the relevant
lease agreement. In the same ruling, the Italian Supreme Court also confirmed the principle that gravi motivi
are considered unforeseeable events which render the use of the leased real estate as originally planned
burdensome for the lessee.
On the basis of the above, it may be argued that an event considered as gravi motivi must be unforeseeable at
the moment of the execution of the lease agreement and objective (i.e. it cannot be connected to subjective
choices of the lessee).
In accordance with the above principle, the Italian Supreme Court stated that: (i) the non-achievement of a
preannounced plan of growth of a suburban zone on which the lessee had relied (the decision also clarified
that the unforeseeability must not be interpreted on an abstract and absolute sense but rather based upon the

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reasonable assurance that the event will occur), and (ii) economic trends, when objectively unforeseeable,
may represent a grave motivo for the purposes of Article 27 of the Law No. 392.
The Italian Supreme Court also stated that the termination by the lessee of the activities for which the real
estate was used does not represent, per se, a suitable requirement for the lessee to exercise its rights of
withdrawal for gravi motivi, since this is considered a subjective decision of the lessee and not an objective
and unforeseeable event.
In addition, pursuant to Article 79 of Law No. 392, any contractual provision which grants the lessor a
benefit which is not in compliance with the provisions of Law No. 392 may be deemed to be null and void.
Moreover, Law Decree No. 133 of September 2014, converted into Law No. 164 of 11 November 2014 (the
so-called “Sblocca Italia”) has introduced, among others, new legal provisions regarding the lease (“major
lease” as departure from Law No. 392 and “rent to buy”).
Extraordinary maintenance costs
According to Italian law and relevant case law, extraordinary maintenance costs include material
maintenance and repair expenses necessary to maintain the properties fit for leasing purposes, including any
substantial repair and maintenance works or replacement reasonably required by virtue of physical
depreciation or inoperability of the properties and by new laws and regulations (excluding any works
required by the specific activities carried out by the lessee), and any replacement or repair of structural
elements (such as walls and roofs) which are essential for their safety and stability.
Extraordinary maintenance costs do not include regular and minor works reasonably required to maintain the
properties in good maintenance conditions in connection with the regular use and operation of the same.
Extraordinary maintenance costs do not include modifications and improvements of the leased properties.
Pursuant to article 1576, the extraordinary maintenance costs are borne by the landlord.
Provisions governing recovery of amounts due under the lease agreements A delay or a default by a tenant
on its payment obligations under a lease agreement, entitles the landlord to serve the tenant with a motion for
eviction (the Motion), and convene it to appear before the competent Court for the purposes of ordering the
eviction (the Order).
If the tenant does not appear before the Court, or does not challenge the Motion or does not cure its breach
within the term granted by the judge, the Court issues the Order and orders the tenant to release the leased
property. The issuance of the Order is made approximately 30-60 days from the date of the service of the
Motion.
In the event the tenant challenges the Motion (i) the judge may still issue the Order and (ii) in any case
special proceedings would follow in order to confirm the Order and to condemn the tenant to release the
relevant property. Such proceedings may take a minimum of approximately 18-24 months.
If the tenant, notwithstanding the issuance and/or the confirmation of the Order, does not release the property
within a reasonable time after the date of the issuance of the Order or of the confirmation of the Order,
further proceedings in order to enforce the Order and obtain the release of the property will follow. The
enforcement proceedings may take, on average, a minimum of approximately 6-9 months. During this
period, the tenant has in any case to
(a) pay an indemnity for the unlawful occupation to the landlord; or
(b) terminate the relevant lease agreement pursuant to Article 1456 of the Italian Civil Code and claim
the payment for damages through an ordinary judicial proceedings.

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It may take a minimum of approximately 30-36 months to obtain the issuance of the sentence in first instance
from such ordinary proceeding. The judgement issued in first instance is immediately enforceable vis-à-vis
the condemned party.
In the event the condemned party challenges the judgement, appeal proceedings will follow that may take
approximately 30-36 months. However, the Court of Appeal may stay the enforceability of the judgement
issued in first instance if serious reasons occur (i.e. the risk that the condemned party could not obtain the
restitution of the relevant amount at the moment of the issuance of the judgement in second instance, etc.);
and submit a claim for payment of unpaid rents. Such proceedings may run independently of any of the two
above described proceedings or in conjunction with any of them.
Should the landlord request the payment of the due rents, the judge may also order the tenant to pay the
relevant rents by issuing an injunction order (the Injunction Order). Usually, in order to obtain the issuance
of the Injunction Order written evidences of the due amount are requested. Having proved the due amount by
filing the relevant invoices with the court, it is predictable that the judge would issue the Injunction Order.
The Injunction Order, which is immediately enforceable, must be served upon the tenant and may be
challenged by it within 40 days from the date of the service. In the event the Injunction Order is challenged
by the tenant, ordinary proceedings will start. Such proceedings may take a minimum of approximately 30-
36 months.
Business leases
In Italy, business leases are governed exclusively by the provisions of the Italian Civil Code, and are not
subject to Law No. 392.
A business lease is different from a lease mainly as a result of the fact that, under a business lease, the lessor
leases to the lessee a going concern (ramo d'azienda). A typical going concern under business leases for
retail premises within shopping centres would include the retail sales premises, the commercial licenses and
goodwill relating to the business, as well as all equipment and furnishings and employees, if any, who work
exclusively for the business. A typical business lease for retail premises for a shopping mall will grant the
right to operate the going concern and rights relating to the use of the common areas and services of the
shopping centres, and will not include any employees.
Because business leases are less regulated, the parties can freely agree the term of lease, and the amount of
rent payable, which is generally structured as a minimum guaranteed rent plus a percentage of sales
revenues. Furthermore, lessees under business leases do not benefit from the break or withdrawal options
available under Law No. 392 described above in Lease Agreements.
Upon termination of the lease, the lessee will be required to return the going concern as it was delivered
upon commencement of the lease.
Effect of bankruptcy of the tenant on the lease agreement or business lease agreement
If a tenant is declared insolvent, the receiver is entitled either to continue or terminate the lease agreement,
regardless of its contractual duration.
In case of continuation of the lease agreement, the receiver would be bound by the obligations of the tenant
under the lease agreement (including obligations concerning the delivery of the real estate unit at the end of
the lease), and would be obliged to pay any rent matured after the declaration of insolvency.
According to certain case law, the lessor's credit for such amounts should be considered as immediately
payable (prededuzione), and the receiver should be obliged to pay the rent according to the lease agreement
provisions. The receiver would not be entitled to modify terms and conditions of the lease agreement and
would be able only to decide whether or not to continue the lease agreement on the same terms and
conditions.

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Pursuant to Article 80 of the Bankruptcy Act, a Borrower is entitled to fair compensation (the
Compensation) if the receiver unilaterally elects to terminate the agreement. The Compensation is a
preferential credit of a Borrower, to be paid by the receiver. Should an agreement between the parties not be
reached, the Compensation is determined by the competent Bankruptcy Court, which mainly considers the
remaining period of time during which the lease agreement should have been effective and the amount of the
rent due.
Accounting treatment of the Loan Portfolio
Pursuant to the Bank of Italy regulations, the accounting information relating to the securitisation of the Loan
Portfolio will be contained in the Issuer's Nota Integrativa which, together with the balance sheet and the
profit and loss statements, form part of the financial statements of Italian limited liability companies (società
a responsabilità limitata).

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 TAXATION IN THE REPUBLIC OF ITALY
The statements herein regarding taxation summarise the principal Italian tax consequences of the purchase,
the ownership, the redemption and the disposal of the Notes. They apply to a holder of Notes only if such
holder purchases its Notes in this offering. It is a general summary that does not apply to certain categories
of investors and does not purport to be a comprehensive description of all the tax considerations which may
be relevant to a decision to purchase, own or dispose of the Notes. It does not discuss every aspect of Italian
taxation that may be relevant to a holder of Notes if such holder is subject to special circumstances or if such
holder is subject to special treatment under applicable law.
This summary also assumes that the Issuer is structured and conducts its business in the manner outlined in
this Prospectus. Changes in the Issuer’s organisational structure, tax residence or the manner in which it
conducts its business may invalidate this summary. This summary also assumes that each transaction with
respect to Notes is at arm’s length.
Where in this summary English terms and expressions are used to refer to Italian concepts, the meaning to
be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Italian
concepts under Italian tax law.
The statements herein regarding taxation are based on the laws in force in the Republic of Italy as of the
date of this Prospectus and are subject to any changes in law occurring after such date, which changes could
be made on a retroactive basis. The Issuer will not update this summary to reflect changes in laws and if
such a change occurs the information in this summary could become invalid. At the time in which this section
has been drafted, the Italian Government and Parliament are still considering several amendments to the
applicable rules which may be approved and implemented, or may become effective, within the end of 2014
but after the date in which this summary has been prepared.
Articles 3 and 4 of Law Decree No. 66 of 24 April 2014, converted into law, with amendments, by Law No.
89 of 23 June 2014, introduced a general reform of financial income and capital gains pursuant to which,
inter alia, save for certain exceptions, such kind of income are currently subject to substitutive (or
withholding) tax at 26 per cent. rate (instead of the former 20 per cent. rate) starting from 1 July 2014.
Accordingly, this summary only considers the rates and rules applicable as from 1 July 2014. Provisional
rules are set forth by Law Decree No. 66 of 24 April 2014, which are not described herein.
Other amendments to the tax regime of financial instruments have been introduced by Law Decree 6
December 2011, No. 201, converted into law, with amendments, by Law 22 December 2011, No. 214 (the
Decree 201), as recently amended by Law 27 December 2013, n. 147, providing for the general application
of stamp duties (imposta di bollo) to financial instruments. Provisional rules are also set forth by the Decree
201, which are not described herein.
Certain amendments to the tax monitoring regime, applying as from 1 January 2014, have been introduced
by Law No. 97 of 6 August 2013 (the Law 97). Provisional rules are also set forth by Law 97, which are not
described herein.
Prospective purchasers of the Notes are advised to consult their own tax advisers concerning the overall tax
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.
1. Interest on the Notes
Section 6, paragraph 1, of the Securitisation Law and Decree 239 regulate the income tax treatment of
interest, premium and other income (including any difference between the redemption amount and the issue

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price, hereinafter collectively referred to as Interest) from notes issued by a company incorporated pursuant
to the Securitization Law.
1.1. Italian resident Noteholders
Where an Italian resident Noteholder is (i) an individual not engaged in a business activity to which the
Notes are effectively connected, (ii) a non-commercial partnership, (iii) a non-commercial private or public
institution, or (iv) an investor exempt from Italian corporate income taxation, Interest payments relating to
the Notes are subject to a tax, referred to as imposta sostitutiva, levied at the rate of 26 per cent. (either when
the Interest is paid by the Issuer, or when payment thereof is obtained by the Noteholder on a sale of the
relevant Notes). The imposta sostitutiva may not be recovered by the Noteholder as a deduction from the
income tax due.
If the Notes are held by an investor engaged in a business activity and are effectively connected with the
same business activity, the Interest is subject to the imposta sostitutiva and is included in the relevant income
tax return. As a consequence, the Interest is subject to the ordinary income tax and the imposta sostitutiva
may be recovered as a deduction from the income tax due.
Pursuant to the Decree 239, imposta sostitutiva is levied by banks, società di intermediazione mobiliare
(SIMs), società di gestione del risparmio (SGRs), fiduciary companies, stock exchange agents and other
entities identified by the relevant Decrees of the Ministry of Finance (the Intermediaries).
An Intermediary must satisfy the following conditions:
(i) it must be: (a) resident in Italy; or (b) a permanent establishment in Italy of an intermediary resident
outside of Italy; or (c) an organisation or company non-resident in Italy, acting through a system of
centralized administration of securities and directly connected with the Department of Revenue of
the Ministry of Finance having appointed an Italian representative for the purposes of Decree 239;
and
(ii) intervene, in any way, in the collection of Interest or in the transfer of the Notes. For the purpose of
the application of imposta sostitutiva, a transfer of Notes includes any assignment or other act, either
with or without consideration, which results in a change of the ownership of the relevant Notes.
Where the Notes are not deposited with an Intermediary, imposta sostitutiva is applicable and withheld by
any Italian bank or any Italian intermediary paying Interest to a Noteholder.
The imposta sostitutiva regime described herein does not apply in cases where the Notes are held in a
discretionary investment portfolio managed by an authorized intermediary pursuant to the so-called
discretionary investment portfolio regime (Risparmio Gestito regime as described under paragraph 2,
“Capital Gains”, below). In such a case, Interest is not subject to imposta sostitutiva but contributes to
determine the annual net accrued result of the portfolio, which is subject to an ad-hoc substitutive tax of 20
per cent..
The imposta sostitutiva also does not apply to the following subjects, to the extent that the Notes and the
relevant coupons are deposited in a timely manner, directly or indirectly, with an Intermediary:
(i) Corporate investors - Where an Italian resident Noteholder is a corporation or a similar commercial
entity (including a permanent establishment in Italy of a foreign entity to which the Notes are
effectively connected), Interest accrued on the Notes must be included in: (I) the relevant
Noteholder’s yearly taxable income for the purposes of corporate income tax (IRES), applying at the
rate of 27.5%; and (II) in certain circumstances, depending on the status of the Noteholder, also in its
net value of production for the purposes of regional tax on productive activities (IRAP), generally
applying at the rate of 3.5%. IRAP rate can be increased by regional laws up to 0.92%. Said Interest
is therefore subject to general Italian corporate taxation according to the ordinary rules;

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(ii) Investment funds – Interest paid to Italian investment funds (including a Fondo Comune
d’Investimento or a SICAV, collectively, the Funds) are subject neither to imposta sostitutiva nor to
any other income tax in the hands of the Funds. Proceeds paid by the Funds to their quotaholders are
generally subject to a 26 per cent. withholding tax.
(iii) Pension funds - Pension funds (subject to the tax regime set forth by Article 17 of Legislative Decree
No. 252 of 5 December 2005, the Pension Funds) are subject to an 11 per cent. (Law Decree No. 66
of 24 April 2014 increased such rate to 11.5 per cent. only for year 2014). substitutive tax on their
annual net accrued result. Interest on the Notes is included in the calculation of such annual net
accrued result; and
(iv) Real estate investment funds – Interest payments in respect of the Notes to Italian resident real estate
investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February
1998 (the Real Estate Investment Funds) are generally subject neither to imposta sostitutiva nor to
any other income tax in the hands of the same Real Estate Investment Funds. Proceeds paid by the
Real Estate Investment Funds to their unitholders are generally subject to a 26 per cent. withholding
tax. Law Decree 13 May 2011, No. 70, converted into law with amendments by Law 12 July 2011,
No. 106, has introduced new changes to the tax treatment of the unitholders of Real Estate Funds,
including a direct imputation system (“tax transparency”) for certain non-qualifying unitholders (e.g.
Italian resident individuals) holding more than 5 per cent. of the units of the fund.
1.2. Non-Italian resident Noteholders
An exemption from imposta sostitutiva is provided with respect to certain beneficial owners of the Notes
resident outside of Italy, not having a permanent establishment in Italy to which the Notes are effectively
connected. In particular, pursuant to the Decree 239 the aforesaid exemption applies to any beneficial owner
of an Interest payment relating to the Notes who (i) is resident, for tax purposes, in a country which allows
for a satisfactory exchange of information with the Republic of Italy (as currently listed by Ministerial
Decree dated 4 September 1996, a White List Country); or (ii) is an international body or entity set up in
accordance with international agreements which have entered into force in the Republic of Italy; or (iii) is the
Central Bank or an entity also authorised to manage the official reserves of a country; or (iv) is an
institutional investor which is established in a White List Country, even if it does not possess the status of
taxpayer in its own country of establishment (each, a Qualified Noteholder).
Pursuant to Law No. 244 of December 24, 2007, a new list of White List Countries will be enacted by a
Ministerial Decree.
The exemption procedure for Noteholders who are non-resident in Italy and are resident in qualifying
countries identifies two categories of intermediaries:
(i) an Italian or foreign bank or financial institution (there is no requirement for the bank or financial
institution to be EU resident) (the First Level Bank), acting as intermediary in the deposit of the
Notes held, directly or indirectly, by the Noteholder with a Second Level Bank (as defined below);
and
(ii) an Italian resident bank or SIM, or a permanent establishment in Italy of a non-resident bank or SIM,
acting as depositary or sub-depositary of the Notes appointed to maintain direct relationships, via
telematic link, with the Italian tax authorities (the Second Level Bank). Organisations and
companies non-resident in Italy, acting through a system of centralized administration of securities
and directly connected with the Department of Revenue of the Ministry of Finance (which include
Euroclear and Clearstream) are treated as Second Level Banks, provided that they appoint an Italian
representative (an Italian resident bank or SIM, or permanent establishment in Italy of a non-resident
bank or SIM, or a central depositary of financial instruments pursuant to Article 80 of Legislative
Decree No. 58 of 24 February 1998) for the purposes of the application of Decree 239.

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In the event that a non-Italian resident Noteholder deposits the Notes directly with a Second Level Bank, the
latter shall be treated both as a First Level Bank and a Second Level Bank.
The exemption from the imposta sostitutiva for Noteholders who are non-resident in Italy is conditional
upon:
(a) the deposit of the Notes, either directly or indirectly, with an institution which qualifies as a Second
Level Bank; and
(b) the submission to the First Level Bank or the Second Level Bank of a statement of the relevant
Noteholder (autocertificazione), to be provided only once, in which it declares that it is eligible to
benefit from the exemption from imposta sostitutiva. Such statement must comply with the
requirements set forth by a Ministerial Decree dated 12 December, 2001, is valid until withdrawn or
revoked and needs not to be submitted where a certificate, declaration or other similar document for
the same or equivalent purposes was previously submitted to the same depository. The above
statement is not required for non-Italian resident investors that are international bodies or entities set
up in accordance with international agreements entered into force in the Republic of Italy or Central
Banks or entities also authorized to manage the official reserves of a State.
2. Capital Gains
2.1. Italian resident Noteholders
Pursuant to Legislative Decree No. 461 of 21 November, 1997, as amended, a 26 per cent. capital gains tax
(the CGT) is applicable to capital gains realized on any sale or transfer of the Notes for consideration or on
redemption thereof by Italian resident individuals (not engaged in a business activity to which the Notes are
effectively connected), regardless of whether the Notes are held outside of Italy.
For the purposes of determining the taxable capital gain, any Interest on the Notes accrued and unpaid up to
the time of the purchase and the sale of the Notes must be deducted from the purchase price and the sale
price, respectively.
Taxpayers can opt for one of the three following regimes:
(a) Tax return regime (Regime della Dichiarazione) - The Noteholder must assess the overall capital
gains realized in a certain fiscal year, net of any incurred capital losses, in his annual income tax return
and pay the CGT so assessed together with the income tax due for the same fiscal year. Losses
exceeding gains can be carried forward into following fiscal years up to the fourth following fiscal
year. Since this regime constitutes the ordinary regime, the taxpayer must apply it to the extent that the
same does not opt for any of the two other regimes;
(b) Non-discretionary investment portfolio regime (Risparmio Amministrato) - The Noteholder may elect
to pay the CGT separately on capital gains realized on each sale or transfer of the Notes. Such separate
taxation of capital gains is allowed subject to (i) the Notes being deposited with banks, SIMs or other
authorized intermediaries and (ii) an express election for the Risparmio Amministrato regime being
made in writing by the relevant Noteholder. The Risparmio Amministrato lasts for the entire fiscal
year and unless revoked prior to the end of such year will be deemed valid also for the subsequent one.
The intermediary is responsible for accounting for the CGT in respect of capital gains realized on each
sale or transfer of the Notes, as well as in respect of capital gains realized at the revocation of its
mandate. The intermediary is required to pay the relevant amount to the Italian tax authorities by the
16th day of the second month following the month in which the CGT is applied, by deducting a
corresponding amount from the proceeds to be credited to the Noteholder. Where a particular sale or
transfer of the Notes results in a net loss, the intermediary is entitled to deduct such loss from gains
subsequently realized on assets held by the Noteholder with the same intermediary and within the
same deposit relationship, in the same fiscal year or in the following fiscal years up to the fourth

184
 following fiscal year. The Noteholder is not required to declare the gains in his annual income tax
return; and
(c) Discretionary investment portfolio regime (Risparmio Gestito) - If the Notes are part of a portfolio
managed by an Italian asset management company, capital gains are not subject to the CGT, but
contribute to determine the annual net accrued result of the portfolio. Such annual net accrued result of
the portfolio, even if not realized, is subject to an ad-hoc 26 per cent. substitutive tax, which the asset
management company is required to levy on behalf of the Noteholder. Any losses of the investment
portfolio accrued at year end may be carried forward against net profits accrued in each of the
following fiscal years, up to the fourth following fiscal year. Under such regime the Noteholder is not
required to declare the gains in his annual income tax return.
The aforementioned regime does not apply to the following subjects:
(A) Corporate investors - Capital gains realized on the Notes by Italian resident corporate entities
(including a permanent establishment in Italy of a foreign entity to which the Notes are effectively
connected) form part of their aggregate income subject to IRES. In certain cases, capital gains may
also be included in the taxable net value of production of such entities for IRAP purposes. The capital
gains are calculated as the difference between the sale price and the relevant tax basis of the Notes.
Upon fulfilment of certain conditions, the gains may be taxed in equal instalments over up to five
fiscal years both for IRES and for IRAP purposes.
(B) Funds - Capital gains realized by the Funds on the Notes are subject neither to imposta sostitutiva nor
to any other income tax in the hands of the Funds (see under paragraph 1.1. “Italian Resident
Noteholders”, above).
(C) Pension Funds - Capital gains realized by Pension Funds on the Notes contribute to determine their
annual net accrued result, which is subject to an 11 per cent. substitutive tax (see under paragraph 1.1.,
“Italian Resident Noteholders”, above).
(D) Real Estate Investment Funds - Capital gains realized by Real Estate Investment Funds on the Notes
are not taxable at the level of same Real Estate Investment Funds (see under paragraph 1.1., “Italian
Resident Noteholders”, above).
2.2. Non Italian resident Noteholders
Capital gains realized by non-resident Noteholders (not having permanent establishment in Italy to which the
Notes are effectively connected) on the disposal or redemption of the Notes are not subject to tax in Italy,
regardless of whether the Notes are held in Italy, subject to the condition that the Notes are listed in a
regulated market in Italy or abroad.
Should the Notes not be listed in a regulated market as indicated above, the aforesaid capital gains would be
subject to tax in Italy, if the Notes are held by the non-resident Noteholder therein. Pursuant to Article 5 of
Legislative Decree No. 461 of 21 November, 1997, an exemption, however, would apply with respect to
beneficial owners of the Notes, which are Qualified Noteholders.
In any event, non-Italian resident Noteholders without a permanent establishment in Italy to which the Notes
are effectively connected that may benefit from a tax treaty with Italy providing that capital gains realized
upon sale of Notes are taxed only in the country of tax residence of the recipient, will not be subject to tax in
Italy on any capital gains realized upon any such sale or transfer.
3. Inheritance and Gift Tax
Inheritance and gift taxes apply on the overall net value of the relevant transferred assets, at the following
rates, depending on the relationship between the testate (or donor) and the beneficiary (or donee):

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(a) 4 per cent. if the beneficiary (or donee) is the spouse or a direct ascendant or descendant (such rate
only applying on the net asset value exceeding, for each person, Euro 1 million);
(b) 6 per cent. if the beneficiary (or donee) is a relative within the fourth degree or a direct relative-in-law
as well an indirect relative-in-law within the third degree (if the beneficiary (or donee) is a brother or
sister, such rate only applies on the net asset value exceeding, for each person, Euro 100,000);
(c) 8 per cent. if the beneficiary is a person, other those mentioned other (a) and (b), above.
In case the beneficiary has a serious disability recognized by law, inheritance and gift taxes apply on its
portion of the net asset value exceeding Euro 1.5 million.
4. Stamp tax
Pursuant to article 19 of Decree 201, a stamp tax, at proportional rates, applies on periodical bank statements
(estratti conto) sent by banks and financial intermediaries regarding, with certain exceptions (e.g.
investments in pension funds), all financial instruments deposited in Italy. The stamp tax is collected by
banks and other financial intermediaries. By operation of law, the bank statement is deemed as sent to the
investor at least once a year.
Such stamp tax is applied at the 0.2% rate on the market value of the Notes at the end of the relevant year or
– if no market value figure is available – on the nominal value or on the redemption value of such financial
assets. At any rate, a minimum stamp tax of Euro 34.20 is due on a yearly basis. Only for entities, the
maximum annual amount of stamp tax cannot exceed Euro 14,000.
5. Wealth tax on securities deposited abroad
Pursuant to Article 19 of Decree 201, Italian resident individuals holding the Notes outside the Italian
territory are required to pay a wealth tax at a rate, as of 1 January 2014, of 0.2 per cent.
This tax is calculated on the market value of the Notes at the end of the relevant year or – if no market value
figure is available – on the nominal value or on the redemption value of such financial assets held outside the
Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid
in the country where the financial assets are held (up to an amount equal to the Italian wealth tax due).
6. Tax Monitoring
Pursuant to Law Decree No. 167 of 28 June, 1990, converted by Law No. 227 of 4 August, 1990, as recently
amended by Law 97, individuals resident in Italy who, at the end of the fiscal year, hold investments abroad
or have financial activities abroad must, in certain circumstances, disclose the aforesaid and related
transactions to the Italian tax authorities in their income tax return (or, in case the income tax return is not
due, in a proper form that must be filed within the same time as prescribed for the income tax return). Such
obligation is not provided for, inter alia, foreign investments or financial activities in case (a) such
investments/activities are held in portfolio regimes with Italian resident intermediaries and (b) incomes
deriving from such investments/activities are subject in Italy to a withholding/substitutive tax.
7. EU Savings Tax Directive
Under the EU Savings Tax Directive, each Member State is required to provide to the tax authorities of
another Member State details of payments of interest or other similar income paid by a paying agent (within
the meaning of the EU Savings Tax Directive) within its jurisdiction to, or collected by such a paying agent
(within the meaning of the EU Savings Tax Directive) for, an individual resident or certain limited types of
entity established in that other Member State; however, for a transitional period, Austria and Luxembourg
may instead apply a withholding system in relation to such payments, deducting tax at rates rising over the
time to 35 per cent., unless in the case of Luxembourg the beneficial owner of the interest payments opts for
one of the two optional information exchange procedures available. Recently, Luxembourg has decided to
introduce automatic exchange of information under the EU the Savings Tax Directive as of 1 January 2015.

186
The transitional period is to 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.
A number of non-EU countries (including Switzerland) and certain dependent or associated territories of
certain Member States (including Switzerland), have adopted similar measures (either provision of
information or transitional withholding) in relation to payments made by a paying agent (within the meaning
of the EU Savings Tax Directive) within its jurisdiction to or collected by such a paying agent (within the
meaning of the EU Savings Tax Directive) for, an individual resident or certain limited types of entity
established in a Member State. In addition, the Member States have entered into provision of information or
transitional withholding arrangements with certain of those dependent or associated territories in relation to
payments made by a person in a Member State to, or collected by such a person for, an individual resident or
certain limited types of entity established in one of those territories.
The European Commission has proposed certain amendments to be formally adopted on 24 March 2014 a
directive amending the EU Savings Tax Directive, which may, if implemented, amend or broaden the scope
of the requirements described above. Investors who are in any doubt as to their position should consult their
professional advisers.
8. Implementation in Italy of EU Savings Tax Directive
The EU Savings Tax Directive was implemented in Italy by Legislative Decree No. 84 of 18 April 2005.
Pursuant to said decree Italian paying agents (e.g., banks, SIMs, SGRs, financial companies and fiduciary
companies resident in Italy for tax purposes, permanent establishments in Italy of non-resident persons as
well as any other person resident in Italy for tax purposes paying interest for professional or commercial
reasons) shall report to the Italian tax authorities details of interest payments made to individuals which
qualify as beneficial owners thereof and are resident for tax purposes in another EU Member State. Such
information will be transmitted by the Italian tax authorities to the competent authorities of the State of
residence of the beneficial owner of the interest payment by 30th June of the fiscal year following the fiscal
year in which said interest payment is made.
With reference to the definition of interest subject to the above described regime, Article 2, paragraph 1, lett.
a, of mentioned Decree No. 84 of 18 April 2005, provides that it includes, inter alia: “interest paid or
credited, on accounts arisen from receivables of whatever nature, secured or not by mortgage (…), in
particular interest and any other proceed, arising from public bonds and other bonds”.
Prospective investors resident in a Member State of the European Union should consult their own legal or tax
advisers regarding the consequences of the EU Savings Directive in their particular circumstances.

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 SUBSCRIPTION, SALE AND SELLING RESTRICTIONS
The Subscription Agreement
The Initial Subscriber has, pursuant to the Subscription Agreement entered into on or about the Issue Date
between the Issuer, the Initial Subscriber and the Noteholders Representative agreed to it will subscribe and
pay for the Notes in their entirety on the Issue Date at a price equal to the Issue Price.
The Subscription Agreement is subject to a number of conditions and may be terminated by the Initial
Subscriber in certain circumstances prior to payment for the Notes to the Issuer. The Issuer has agreed to
indemnify the Initial Subscriber against certain liabilities in connection with the issue of the Notes.
The Initial Subscriber, in its capacity as Originator of the Loan Portfolio, will retain, on an ongoing basis, a
material net economic interest of not less than 5 per cent. in the Securitisation in accordance with each of
Article 405 of the CRR and Article 51 of the AIFM Regulation. As at the Issue Date, such interest will
comprise the retention of no less than 5 per cent. of the nominal value of each of the Classes of Notes. The
manner in which the net economic interest is retained may be changed (but without obligation to do so) in
connection with any amendment to, or change in the interpretation of the CRR and/or the AIFM Regulation.
General Selling Restrictions
Each of the Issuer and the Initial Subscriber has, pursuant to the Subscription Agreement, undertaken to the
others that it will comply with all applicable laws and regulations in each country or jurisdiction in which it
purchases, offers, sells or delivers the Notes or has in its possession or distributes the Prospectus or any
related offering material, in all cases at its own expense.
United States
The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any
jurisdiction, and the Issuer will not be registered as an investment company under the provisions of the
Investment Company Act. Accordingly, the Class A Notes, the Class B Notes and the Class C Notes may
only be offered and sold, and may be re-offered, re-sold, pledged or otherwise transferred only to a person
who is both a Qualified Purchaser and a Qualified Institutional Buyer. The Class D Notes and the Class X
Notes may only be offered and sold, and may be re-offered, re-sold, pledged or otherwise transferred only (i)
outside the United States to a person who is not a U.S. Person (as defined in Regulation S) in a transaction
meeting the requirements of Rule 903 or 904 of Regulation S. Each purchaser (including each subsequent
transferee) of the Notes will be deemed to have made the representations and warranties set forth in
“Transfer Restrictions”. Each of the Issuer and the Initial Subscriber represents, warrants and agrees that
neither it, nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any
directed selling efforts (as defined in Regulation S under the Securities Act) or any form of general
solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in
connection with the offer and sale of the Notes.
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), the Initial Subscriber 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 which are
the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State:

(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive); or

188
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (i) to (iii) above shall require the Issuer to publish 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 (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom

Each Notes subscriber has represented and agreed, that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act (FSMA) received by it in connection with the
issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer, and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly,
no Notes may be offered, sold or delivered, nor may copies of this Prospectus or of any other document
relating to the Notes be distributed in the Republic of Italy, except:

(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative
Decree No. 58 of 24 February, 1998, as amended (the Financial Services Act) and Article 34-ter,
first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May, 1999, as amended from time
to time (Regulation No. 11971); or

(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100
of the Financial Services Act and Article 34-ter of Regulation No. 11971.

Any offer, sale or delivery of the Notes or distribution of copies of the Prospectus or any other document
relating to the Notes in the Republic of Italy under (a) or (b) abovemust be:

(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190
of 29 October, 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September
1993, as amended (the Banking Act); and

(ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of
the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the Republic of Italy; and

189
(iii) in compliance with any other applicable laws and regulations or requirements imposed by CONSOB
or other Italian authority.

General
Each Notes subscriber has represented, warranted and agreed that it has complied and will comply with all
applicable laws and regulations in each country or jurisdiction in or from which it purchases, offers, sells or
delivers Notes or possesses, distributes or publishes the Prospectus or any offering material, in all cases at its
own expense. Persons into whose hands the Prospectus or any offering material comes are required by the
Issuer and each Notes subscriber to comply with all applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or
distribute offering material, in all cases at their own expenses.

Each Notes subscriber has agreed that it will comply with all relevant laws, regulations and directives in each
jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the
Prospectus or any offering material and the Issuer shall have no responsibility therefore (with specific
reference to the jurisdictions of the United States of America, United Kingdom, and the Republic of Italy, see
above).

Each Notes subscriber shall not be bound by any of the restrictions relating to any specific jurisdiction (set
out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in official
interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without
prejudice to the obligations of the relevant Notes subscriber described in this paragraph headed “General”.

190
 TRANSFER RESTRICTIONS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any
offer, resale, pledge or transfer of the Notes.
The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any
jurisdiction, and the Issuer will not be registered as an investment company under the provisions of the
Investment Company Act. Accordingly, the Class A Notes, the Class B Notes and the Class C Notes may
only be offered and sold, and may be re-offered, re-sold, pledged or otherwise transferred only to a person
who is both a Qualified Purchaser and a Qualified Institutional Buyer. The Class D Notes and the Class X
Notes may only be offered and sold, and may be re-offered, re-sold, pledged or otherwise transferred only
outside the United States to a person who is not a U.S. Person (as defined in Regulation S) in a transaction
meeting the requirements of Rule 903 or 904 of Regulation S
Pursuant to Condition 8.9 (Regulatory transfer or redemption), in the event of a transfer of Notes (or an
interest therein) to a U.S. person that is not both a Qualified Institutional Buyer and a Qualified Purchaser,
the issuer may, in its discretion, either (i) compel the transferee to sell such Note (or interest therein) or (ii)
redeem such Note (or interest therein), as more fully set forth in Condition 8.9.
To ensure compliance with these restrictions, each purchaser (and each such owner of a beneficial interest
therein, collectively, the Purchaser) (including each subsequent transferee) of Notes (or a beneficial interest
therein) by purchasing or otherwise acquiring such interest will be deemed to have represented, warranted,
acknowledged and covenanted to the Issuer, the Noteholders Representative and the Arranger as follows:
1. The Purchaser is purchasing the Notes for its own account or for the account of one or more
beneficial owners for which such person is acting as fiduciary or agent with complete investment
discretion and with authority to bind such other person and not with a view to any public resale or
distribution thereof.
2. The Purchaser and each person for which it is acting understands and acknowledges that the Notes
and any beneficial interest therein have not been and will not be registered under the Securities Act
or any other applicable securities laws, and may not be offered, sold or otherwise transferred except
pursuant to an exemption from registration and in compliance with the provisions of paragraphs 1
through 6 hereof. Notwithstanding the availability of an exemption from the registration
requirements under the Securities Act, the Class A Notes, the Class B Notes and the Class C Notes
may not be resold or transferred except to a person who is both a qualified institutional buyer
(Qualified Institutional Buyer) (within the meaning of Rule 144A under the Securities Act) and a
qualified purchaser (as defined in Section 2(a)(51) of the Investment Company Act and the rules and
regulations thereunder (Qualified Purchaser)) in a transaction meeting the requirements of Rule
144A. The Class D Notes and the Class X Notes may only be offered and sold, and may be re-
offered, re-sold, pledged or otherwise transferred only outside the United States to a person who is
not a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Rule 903
or 904 of Regulation S.
3. The Purchaser and each person for which it is acting is (i) both a Qualified Purchaser and a Qualified
Institutional Buyer, in respect of the Class A Notes, the Class B Notes and the Class C Notes; or (ii)
outside the United States and not a U.S. Person (as defined in Regulation S), in respect of the Class
D Notes and the Class X Notes.
4. The Purchaser and each person for which it is acting understands and acknowledges that any sale of
the Class A Notes, Class B Notes and the Class C Notes to it will be made in reliance on Rule 144A
and the exception from registration provided in Section 3(c)(7) of the Investment Company Act, and
such acquisition will be for its own account or for the account of another Qualified Institutional
Buyer and Qualified Purchaser who is also aware that the sale to it is being made in reliance on Rule

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 144A and that the Issuer is relying on the exception from registration provided in Section 3(c)(7) of
the Investment Company Act. The Purchaser, and each person for which it is acting, understands and
agrees that the Issuer will not register as an investment company under the Investment Company Act
and that the Issuer and the Noteholders Representative shall have the right to request and receive
such additional documents, certification, representations and undertakings from time to time as the
Issuer or, as applicable, the Noteholders Representative may deem necessary in order to comply with
the applicable legal requirements.
5. The Purchaser and each account for which it is purchasing is acquiring the Notes (or beneficial
interest therein) for its own account for investment purposes and not for sale in connection with any
distribution thereof and will purchase, hold or transfer at least €100,000 of the Notes or beneficial
interests therein. It and each person for which it is acting (a) was not formed, reformed or
recapitalised for the purpose of investing in the Notes (or beneficial interest therein) and/or other
securities of the Issuer, except when each beneficial owner of the purchaser and each person for
which it is acting is a Qualified Purchaser, (b) to the extent the purchaser or any person for which it
is acting is an investment company exempted from the Investment Company Act pursuant to Section
3(c)(1) or Section 3(c)(7) thereof (or a foreign investment company under Section 7(d) thereof
relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are U.S. Persons) and was
formed on or before April 30, 1996, it has received the consent of its beneficial owners who acquired
their interests on or before April 30, 1996, with respect to its treatment as a Qualified Purchaser in
the manner required by Section 2(a)(51)(C) of the Investment Company Act and the rules
promulgated thereunder, (c) is not a participant-directed employee plan, such as a 401(k) plan or any
other type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund
referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, unless
investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of
such plan, (d) is not a broker-dealer that owns and invests on a discretionary basis less than
U.S.$25,000,000 in securities (as such term is defined in Rule 144A) of issuers unaffiliated with
such broker-dealer, (e) is not a (i) partnership, (ii) common trust fund, (iii) corporation, or (iv)
special trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries,
beneficial owners, participants, shareholders or other equity owners, as the case may be, may
designate the particular investment to be made, or the allocation thereof, unless all such partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners are both Qualified
Institutional Buyers and Qualified Purchasers, (f) has not invested more than 40 per cent. of its assets
in the Notes (or beneficial interests therein) and/or other securities of the Issuer after giving effect to
the purchase of the Notes (or beneficial interests therein) (unless all of the beneficial owners of such
entity's securities are both Qualified Institutional Buyers and Qualified Purchasers), (g) will provide
notice of these transfer restrictions to any subsequent transferees who must agree to comply with
such restrictions as a condition to any purchase of the Notes and agrees not to act as a swap
counterparty or other type of intermediary whereby any other party will acquire an economic or
beneficial interest in the Notes acquired or reoffer, resell, pledge or otherwise transfer the Notes (or
any beneficial interests therein), to any person except to a person that (x) meets all of the
requirements in paragraphs 1 through the following paragraph 6 and (y) agrees not to subsequently
transfer the Notes or any beneficial interest therein except in accordance with these transfer
restrictions, and (h) understands that the Issuer may receive a list of participants holding positions in
securities from one or more book-entry depositaries, including without limitation Monte Titoli,
Euroclear and Clearstream, Luxembourg.
6. The Purchaser and each person for which it is acting understands and agrees that: (a) any purported
sale or transfer of the Notes (or a beneficial interest therein) to a purchaser that does not comply with
the requirements set forth in these paragraphs 1 through 6 will be of no force and effect and will be

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 void ab initio and will not operate to transfer any rights to the transferee, notwithstanding any
instructions to the contrary to the Issuer, the Noteholders Representative or any intermediary; (b) in
the event of a transfer of the Notes (or beneficial interest therein) to a U.S. person that is not both a
Qualified Institutional Buyer and a Qualified Purchaser (and does not meet the other requirements
set forth in paragraphs 1 through 6) at the time of acquisition of such Notes (or beneficial interest
therein), the Issuer may, in its discretion, either (a) compel such transferee to sell such Notes or
interest herein (within 30 days after notice of the sale requirement is given) to a person (i) who is a
Qualified Institutional Buyer and, (ii) a Qualified Purchaser, and meets the requirements set forth in
paragraphs 1 through 6 hereof in a transaction exempt from registration under the Securities Act, or
(b) if such transferee fails to effect the sale within such 30-day period, the Issuer has the right on
behalf of such transferee (and such transferee by its accepting delivery of the Notes or beneficial
interest therein irrevocably grants to the Issuer and the Issuer's agents full power and authority to, on
behalf of such transferee), sell the Notes or such transferee's interest therein to a person designated
by or acceptable to the Issuer who meets the requirements set forth herein at a price equal to the least
of (1) the purchase price therefor paid by the original transferee, (2) 100 per cent. of the Principal
Amount Outstanding thereof and (3) the fair market value thereof; and (c) the Issuer has the right to
refuse to honour the sale or transfer of an interest in the Notes to a person who is not both a
Qualified Institutional Buyer and a Qualified Purchaser (and does not meet the other requirements
set forth in paragraphs 1 through 6 above) at the time of acquisition of such Notes (or such beneficial
interest).
7. The Purchaser has had access to such financial and other information concerning the Issuer and the
Notes as it has deemed necessary in connection with its decision to purchase the Notes. The
Purchaser (i) has been given the opportunity to ask questions of and receive answers from the Issuer
concerning the terms and conditions of the offering of the Notes and other matters pertaining to an
investment in the Notes, (ii) has been given the opportunity to request and review such additional
information necessary to evaluate the merits and risks of a purchase of the Notes and to verify the
accuracy of or to supplement the information contained in the Prospectus to the extent the Issuer
possesses such information and (iii) has received all documents and information reasonably
necessary to make an investment decision, subject to contractual restrictions on the Issuer's ability to
disclose confidential information. The Purchaser understands the terms, conditions and risks of the
Notes and that the Notes involve a high degree of risk as described in the Prospectus, including
possible loss of the Purchaser's entire investment. The Purchaser has not relied upon any advice or
recommendation of the Issuer, the Arranger or any of their respective affiliates, and is making its
own investment decision based upon its own judgment and upon the advice of such professional
advisors, either employed or independently retained by the Purchaser, as it has deemed necessary to
consult. It has not relied on any other version of the Prospectus other than the final version thereof in
making its investment decision with respect to the Notes. The Purchaser acknowledges that no
person has been authorised to give any information or to make any representations concerning the
Issuer or the Notes other than those contained in the Prospectus and, if given or made, such other
information or representations have not been relied upon. The Purchaser acknowledges that it has
reviewed the Prospectus, including the “Risk Factors” and the legends in the forward part of the
Prospectus. The Purchaser has determined that it has the legal power, authority and right to purchase
the Notes. The Purchaser understands that (i) there is no assurance that a secondary market for the
Notes will develop, (ii) the fair market value of the Notes may reflect a substantial discount from the
Purchaser's initial investment (iii) the Notes may trade at a value other than that which may be
inferred from the current levels of interest rates, due to other factors including, but not limited to
changes in ratings, expectations of the future levels of interest rates and the occurrence of certain risk
events.

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8. The Purchaser agrees on its own behalf and on behalf of each investor account for which it is
purchasing the Notes, and each subsequent holder of the Notes by its acceptance thereof will be
deemed to agree, to offer, reoffer, sell or otherwise transfer such Notes only in accordance with all
applicable securities laws of the United States, any state of the United States and any other
applicable jurisdiction, subject in each case to any requirement of law that the disposition of its
property or the property of such investor account or accounts be at all times within its or their
control.

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 GENERAL INFORMATION
Authorisation
The establishment of the Securitisation and the issue of the Notes was authorised by the Sole Director of the
Issuer and, to the extent required, by a resolution of the quotaholders’ meeting of the Issuer passed on 10
December 2014.
Listing and admission to trading
Application has been made to the Irish Stock Exchange for the Notes (other than the Class X Notes) to be
admitted to the Official List and to trading on the Main Securities Market on or about the Issue Date. The
Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus
Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed
under Irish and EU law pursuant to the Prospectus Directive.
Clearing of the Notes
The Notes have been accepted for clearance through Monte Titoli as follows:
ISIN Code

Class A Notes ....................................................... IT0005082927

Class B Notes ....................................................... IT0005082976

Class C Notes ....................................................... IT0005082984

Class D Notes ....................................................... IT0005082992

Class X Notes ....................................................... IT0005083008

Legal and arbitration proceedings

The Issuer is not involved in any arbitration, governmental, legal or administrative proceedings relating to
claims or amounts which are material and which may have, or have had, since the date of its incorporation, a
significant effect on the Issuer's financial position, nor is the Issuer, to the best of its knowledge, aware that
any such proceedings are pending or threatened.
As far as the Issuer is aware and/or able to ascertain from public available information, the Borrower is not
involved in any arbitration, governmental, legal or administrative proceedings relating to claims or amounts
which are material and which may have, or have had, since the date of its incorporation, a significant effect
on its financial position nor is the Issuer, to the best of its knowledge, aware that any such proceedings are
pending or threatened.
Financial statements
Since the date of its incorporation (21 November 2014), no financial statements have been prepared by the
Issuer. Starting from the first business year ending 31 December 2014, the Issuer will produce proper
accounts (ordinaria contabilità) and audited financial statements in respect of each financial year and will
not produce interim financial statements.
As far as the Issuer is aware and/or able to ascertain from public available information, since the date of the
incorporation of the Borrower (20 November 2014), no financial statements have been prepared by the
Borrower. Starting from the first business year ending 31 December 2015, the Borrower will produce proper
accounts (ordinaria contabilità) and audited financial statements in respect of each financial year and will
not produce interim financial statements.

195
Significant or material change
Save as disclosed in this Prospectus, since the date of its incorporation, there has been no material adverse
change in the financial position or prospects and no significant change in the financial or trading position of
the Issuer.
As far as the Issuer is aware and/or able to ascertain from public available information, save as disclosed in
this Prospectus, since the date of incorporation of the Borrower, there has been no material adverse change of
the financial position or prospects and no significant change in the financial or trading position of the
Borrower.
Material contracts
Save as disclosed in this Prospectus, since the date of its incorporation, the Issuer has not entered into any
contracts not in the normal course of its business that have been or may reasonably be expected to be
material to its ability to meet its obligations under the Notes.
As far as the Issuer is aware and/or able to ascertain from public available information, since the date of the
incorporation of the Borrower, the Borrower has not entered into any contracts not in the normal course of its
business that have been or may reasonably be expected to be material to its ability to meet its obligations
under the Loan Agreement.
Documents available for inspection
For so long as the Notes remain outstanding, copies of the following documents will be available for
inspection by physical or electronic means free of charge during usual business hours (on giving reasonable
notice) at the specified office of the Paying Agent and the Servicer and at the registered office of the Issuer:
(a) the By-laws (statuto) of the Issuer;
(b) the By-laws (statuto) of the Borrower;
(c) the Loan Portfolio Sale Agreement;
(d) the Servicing Agreement;
(e) the Intercreditor Agreement;
(f) the Agency Agreement;
(g) the Deed of Pledge;
(h) the Liquidity Facility Agreement;
(i) the Corporate Services Agreement;
(j) the Subscription Agreement
(k) each of the copies of the Collection Report prepared for the purpose of the Securitisation;
(l) each of the copies of the Calculation Agent Quarterly Report prepared for the purpose of the
Securitisation;
(m) each of the copies of the Investor Report prepared for the purpose of the Securitisation;
(n) copies of the latest audited annual financial statements of the Issuer;
(o) the Valuation; and
(p) any other document prepared by or on behalf of the Issuer for information purposes in respect of the
Notes.
Other information

196
The estimated annual fees and expenses payable by the Issuer in connection with the Securitisation amount
to approximately €90,000 (excluding servicing fees and any VAT, if applicable). The estimated listing fee
amounts to approximately € 6,000.
The language of the Prospectus is English. Certain legislative reference and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
Arrangers and Lead Manager transacting with the Issuer
Certain of the Arrangers and their affiliates (including parent companies) and/or the Lead Manager and its
affiliates (including parent companies) have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform services to the Issuer and its affiliates in the
ordinary course of business. In addition, in the ordinary course of their business activities, the Arrangers and
their affiliates (including parent companies) and/or the Lead Manager and its affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of the Issuer or Issuer's
affiliates. Certain of the Arrangers and their affiliates (including parent companies) and/or the Lead Manager
and its affiliates (including parent companies) that have a lending relationship with the Issuer routinely hedge
their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such
Arrangers and their affiliates (including parent companies) and/or the Lead Manager and its affiliates
(including parent companies) would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in securities, including
potentially the Notes issued in the context of the Securitisation. Any such short positions could adversely
affect future trading prices of Notes issued in the context of the Securitisation. The Arrangers and their
affiliates (including parent companies) and/or the Lead Manager and its affiliates (including parent
companies) may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that they
acquire, long and/or short positions in such securities and instruments.
Post issuance information
The Issuer will not provide any post issuance information, except if required by any applicable laws and
regulations.

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 ISSUER

Tibet CMBS S.r.l.

Viale Majno, 45
20122 Milan
Italy

ARRANGERS

Banca IMI S.p.A. Cairn Capital Limited

Largo Mattioli, 3 27 Knightsbridge
20121 Milan London SW1X 7LY
Italy United Kingdom

LEAD MANAGER
Banca IMI S.p.A.
Largo Mattioli, 3
20121 Milan
Italy

ORIGINATOR SERVICER

Banca IMI S.p.A. Credito Fondiario S.p.A.

Largo Mattioli, 3 Via Cristoforo Colombo, 80
20121 Milan 00147 Rome
Italy Italy

PAYING AGENT AND ACCOUNT BANK CORPORATE SERVICER

BNP Paribas Securities Services, Milan Branch Wilmington Trust SP Services (London) Limited
Via Ansperto 5 3rd Floor, 1 King's Arms Yard
20123 Milan London EC2R 7AF
Italy United Kingdom

LIQUIDITY FACILITY PROVIDER LISTING AGENT

Banca IMI S.p.A. McCann FitzGerald Listing Services Limited
Largo Mattioli, 3 Riverside One
20121 Milan Sir John Rogerson’s Quay
Italy Dublin 2
Ireland

NOTEHOLDERS REPRESENTATIVE
U.S. Bank Trustees Limited
125 Old Broad Street
London, EC2N 1AR
United Kingdom

LEGAL ADVISERS

To the Arrangers and the Lead Manager

Legance Avvocati Associati

Via Dante, 7
20123 Milan
Italy

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