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COMPANY ANNOUNCEMENT For Immediate Release 20 May 2011

SESTANTE FINANCE S.R.L. (the "Issuer")

(incorporated with limited liability under the laws of the Republic of Italy)

The Issuer would like to announce the following amendments to the Prospectus dated 16 December 2005 (the "Prospectus") prepared in connection with the issuance of €791,900,000 Class A Asset Backed Floating Rate Notes due July 2045, €47,350,000 Class B Asset Backed Floating Rate Notes due July 2045, €21,500,000 Class C1 Asset Backed Floating Rate Notes due July 2045, €30,150,000 Class C2 Asset Backed Floating Rate Notes due July 2045 (collectively, the "Senior Notes") and €8,610,000 Class D Asset Backed Floating Rate Notes due July 2045 (the "Class D Notes" and together with the Senior Notes, the "Notes") backed by a portfolio of mortgage loan receivables originated by Meliorbanca S.p.A. (the "Originator").

Terms defined in this announcement shall, unless the context otherwise requires, have the same meaning when used in the Prospectus.

The amendments have been made following the restructuring of the transaction on 3 March 2011, in connection with the assignment of the role of Servicer by Meliorbanca S.p.A. and the appointment by the Issuer of Italfondiario S.p.A. (a) as new Servicer, in order to carry out the administration, management collection and recovery of the Receivables on behalf of the Issuer (the "New Servicer"), (b) as new Corporate Services Provider, in order to provide the Issuer with certain administrative, corporate and accounting services (the "New Corporate Services Provider") and, in addition (c) the appointment as Italian collection account bank of Banca Popolare dell'Emilia Romagna Soc. Coop. (the "Italian Collection Account Bank") for the purpose of carrying out the receipt, allocation, management and payment of amounts received and payable in relation to the newly opened Italian collection account (the "Italian Collection Account"), into which any amounts deriving from payments by the Debtors will be deposited and, thereafter, credited to the Collection Account in accordance with the provisions of, inter alia, the Intercreditor Agreement (the "Restructuring").

The Restructuring has been approved by the Meeting of the Noteholders held on 1 March 2011, pursuant to the Rules of the Organisation of the Noteholders and in accordance with the Terms and Conditions of the Notes.

Under the Restructuring, the following documents have been entered into on 3 March 2011 in order to carry out the above transactions and comply with the relevant criteria and assessment of the Rating Agencies:

(a) a master amendment and restatement agreement (the "Master Amendment and Restatement Agreement") between the Issuer and, inter alios, the Other Issuer Creditors, amending the Master Definitions Agreement and the Intercreditor Agreement;

(b) a sub-servicing agreement (the “Sub-Servicing Agreement”), pursuant to which Meliorbanca S.p.A., as existing Servicer, has appointed Italfondiario as Sub-Servicer

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in order to carry out certain activities in relation to the Receivables until a date falling not later than 29 May 2011;

(c) a new servicing agreement (the "New Servicing Agreement") pursuant to which the Issuer has appointed Italfondiario S.p.A. as new Servicer, in order to carry out the administration, management collection and recovery relating to the Receivables on behalf of the Issuer and has confirmed the appointment of the Back-Up Servicer;

(d) a termination agreement (the "Termination Agreement") between the Issuer, the Back-Up Servicer and Meliorbanca S.p.A., in its capacity as existing Servicer, in relation to the existing Servicing Agreement;

(e) an amendment agreement to the ISDA Swap Confirmation between the Issuer and the Swap Counterparty (the "Swap Confirmation Amendment Letter");

(f) a new corporate services agreement (the "New Corporate Services Agreement") pursuant to which the Issuer has appointed Italfondiario S.p.A. as new Corporate Services Provider, in order to provide the Issuer with certain administrative, corporate and accounting services;

(g) an Italian collection account bank agreement (the "Italian Collection Account Bank Agreement") pursuant to which the Issuer has agreed to open with Banca Popolare dell'Emilia Romagna Soc. Coop., in the capacity of Italian Collection Account Bank, the Italian Collection Account into which any amounts arising out of payments from the Debtors will be deposited;

(h) a supplemental Deed of Pledge (the "Supplemental Deed of Pledge") between, inter alios, the Issuer, the Italian Collection Account Bank and the Representative of the Noteholders, extending the existing Italian law security over all existing and future monetary claims and rights owed or owing to the Issuer and arising from the Italian Collection Account Bank Agreement, the New Servicing Agreement, the New Corporate Services Agreement, the Termination Agreement and the Sub-Servicing Agreement for the benefit of the Noteholders and the Other Issuer Creditors.

IN THE LIGHT OF THE ABOVE

The following amendments have been made in order to reflect the conclusion of the Restructuring.

AMENDMENTS

1. GENERAL ACKNOWLEDGEMENTS

The Issuer informs that:

i) following the Assignment of the Underlying Portfolio and the redemption, on 15 December 2005, of all the Collateral Securities the principal source of payment of interest and of repayment of principal on the Notes consists of the Collections made in respect of the Underlying Portfolio;

ii) on 15 December 2005, Banca Popolare dell'Emilia Romagna Soc. Coop was appointed by Sestante W S.r.l. as back-up servicer (the "Back-up Servicer")

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under the terms of the servicing agreement of the Underlying Portfolio and, in such capacity, the Back-Up Servicer acceded to the Intercreditor Agreement;

iii) further to the merger of Dresdner Bank AG and Commerzbank AG occurred on 11 May 2009, any reference to Dresdner Bank AG (or to Dresdner Bank AG, London Branch, as the case may be) in the Prospectus shall be deemed to be to Commerzbank AG (or to Commerzbank AG, London Branch, as the case may be), which takes over any and all activities and roles previously carried out by Dresdner Bank AG;

iv) on January 2011 the Interest Rate Cap Agreements have been terminated, in accordance with their terms and conditions. As a consequence of such terminations, each of the Interest Rate Cap Providers have ceased to act in the capacity of Interest Rate Cap Provider and the parties thereto have been released and discharged from their respective rights and obligations. Accordingly, any reference in the Prospectus to the Interest Rate Cap Agreement, the Interest Rate Cap Providers and the Hedging Guarantor shall be deemed as cancelled and not applicable;

v) any reference in the Prospectus to the Collections Guarantee and Collections Guarantor shall be deemed as cancelled and not applicable;

vi) any reference to the registration of the Issuer with the special register held pursuant to article 107 of the Consolidated Banking Act shall be deemed to be cancelled and not applicable, in accordance with the Provision of Bank of Italy of 25 September 2009 (as published in the Official Gazette of the Italian Republic n. 244 of 20 October 2009), which ordered the removal of companies for the securitisation of receivables from the special register held by Bank of Italy pursuant to article 107 of the Consolidated Banking Act;

vii) by virtue of the appointment of the Sub-Servicer, Italfondiario S.p.A. will carry out the relevant sub-servicing activities in relation to the Receivables until a date falling not later than 29 May 2011;

viii) by virtue of the assignment of the role of Servicer and Corporate Services Provider to Italfondiario S.p.A. pursuant to the New Servicing Agreement and New Corporate Services Agreement, the related parties agreed to (i) terminate the existing Servicing Agreement and Corporate Services Agreement and release the existing Servicer from any liabilities and obligations under the existing Servicing Agreement, with effect from the date Italfondiario S.p.A. effectively succeeds to Meliorbanca S.p.A. in accordance with the provisions of the New Servicing Agreement, as New Servicer, such date falling not later than 29 May 2011;

ix) each of the Italian Collection Account Bank, the New Servicer and the New Corporate Services Provider have acceded to the Intercreditor Agreement with effect from 3 March 2011;

x) any reference in the Prospectus to the Other Issuer Creditors or any list of the Other Issuer Creditors shall be deemed to include also the Back-Up Servicer, the Sub-Servicer, the New Servicer, the New Corporate Services Provider and the Italian Collection Account Bank. In the same way, any reference in the Prospectus

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to the Transaction Documents or any list of the Transaction Documents shall be deemed to include also the Sub-Servicing Agreement, the New Servicing Agreement, the New Corporate Services Agreement and the Italian Collection Account Bank Agreement;

xi) any reference in the Prospectus to any role or capacity carried out by any JP Morgan entity shall be deemed as replaced and referred, respectively, to: The Bank of New York Mellon, London branch, as Computation Agent, Cash Manager, and English Account Bank; BNY Mellon Corporate Trustee Services Limited, as Representative of the Noteholders; The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch, as Account Bank and Custodian and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent and Listing Agent.

2. TRANSACTION SUMMARY INFORMATION

2.1 Under the section set out on page 8 denominated "Transaction Summary Information" the paragraph denominated "The Principal Parties" will be entirely reformulated as follows:

Issuer Sestante Finance S.r.l. For further details, see the section: "The Issuer".

Seller Commerzbank Bank AG, London branch. The Seller will act as such pursuant to the Transfer Agreement.

Obligor Sestante W S.r.l. For further details, see the section: "The Collateral Securities - The Obligor".

Originator Meliorbanca S.p.A. For further details, see the section: "The Originator".

Servicer Meliorbanca S.p.A. The Servicer will act as such pursuant to the Servicing Agreement.

New Servicer Italfondiario S.p.A. The New Servicer will act as such pursuant to the New Servicing Agreement.

Sub-Servicer Italfondiario S.p.A. The Sub-Servicer will act as such pursuant to the Sub-Servicing Agreement.

Back-Up Servicer Banca Popolare dell'Emilia Romagna Soc. Coop. The Back-Up Servicer will act as such pursuant to the Servicing Agreement and the New Servicing Agreement.

Computation Agent The Bank of New York Mellon, London branch. The Computation Agent will act as such pursuant to the Agency and Custody Agreement.

Cash Manager The Bank of New York Mellon, London branch. The Cash Manager will act as such pursuant to the English

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Account Bank Agreement.

Representative of the Noteholders

BNY Mellon Corporate Trustee Services Limited. The Representative of the Noteholders will act as such pursuant to the Subscription Agreements, the Intercreditor Agreement and the Conditions.

Account Bank and Custodian

The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch. The Account Bank and Custodian will act as such pursuant to the Agency and Custody Agreement.

Italian Collection Account Bank

Banca Popolare dell'Emilia Romagna Soc. Coop. The Italian Collection Account Bank will act as such pursuant to the Italian Collection Account Bank Agreement.

English Account Bank The Bank of New York Mellon, London branch. The English Account Bank will act as such pursuant to the English Account Bank Agreement.

Principal Paying Agent The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch. The Principal Paying Agent will act as such pursuant to the Agency and Custody Agreement.

Luxembourg Paying Agent

The Bank of New York Mellon (Luxembourg) S.A. The Luxembourg Paying Agent will act as such pursuant to the Agency and Custody Agreement.

Issuer Corporate Services Provider

Wilmington Trust Sp Services (London) Limited. The Issuer Corporate Services Provider will act as such pursuant to the Management Services Agreement.

Corporate Servicer Meliorbanca S.p.A. The Corporate Servicer will act as such pursuant to the Corporate Services Agreement.

New Corporate Services Provider

Italfondiario S.p.A. The New Corporate Services Provider will act as such pursuant to the New Corporate Services Agreement.

Listing Agent The Bank of New York Mellon (Luxembourg) S.A.

Arrangers Commerzbank AG and Meliorbanca S.p.A.

Joint Lead Managers Commerzbank AG and Meliorbanca S.p.A.

Quotaholders Stichting Artemide and Stichting Olimpo.

Swap Counterparty Commerzbank AG

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2.2 Under the section set out on page 7 denominated "Transaction Summary Information", under the paragraph set out on page 34 denominated "Credit Structure" (i) the sub-paragraphs denominated "Interest Rate Cap Agreement" and "Hedging Guarantee" on pages 39 and 40 shall be deleted and a new paragraph denominated "Italian Collection Account Bank Agreement" shall be added immediately after the paragraph named "Mandate Agreement":

Italian Collection Account Bank Agreement

Under the terms of the Italian Collection Account Bank Agreement dated 3 March 2011 between the Issuer, the New Servicer, the Sub-Servicer, the Italian Collection Account Bank and the Representative of the Noteholders, the Issuer has appointed Banca Popolare dell'Emilia Romagna Soc. Coop. as its agent in the capacity of Italian Collection Account Bank to provide certain services in connection with the opening of the Italian Collection Account and the receipt, allocation, management and payment of amounts received and payable in relation to such account.

Under the terms of the Italian Collection Account Bank Agreement:

(a) Italfondiario, in its capacity of Sub-Servicer and New Servicer pursuant to the Sub-Servicing Agreement and New Servicing Agreement, shall instruct the Debtors to pay any amounts due and payable under the Loans into the Italian Collection Account;

(b) the Italian Collection Account Bank shall transfer on a daily basis any amounts standing to the credit of the Italian Collection Account to the Collection Account.

On each Quarterly New Servicer's Report Date, the Italian Collection Account Bank shall provide the Issuer, the Sub-Servicer, the New Corporate Services Provider and the New Servicer, a bank statement in relation to the monies received in the Italian Collection Account during the course of the immediately preceding Collection Period.

For further details, see the section: "Description of the Transaction Documents - The Italian Collection Account Bank Agreement".

2.3 Under the section set out on page 7 denominated "Transaction Summary Information", in the paragraph set out on page 40 denominated "The Accounts", the sub-paragraphs denominated "Collection Account" and "Quota Capital Account" shall be reformulated and a new sub-paragraph denominated "Italian Collection Account" shall be inserted immediately after the sub-paragraph denominated "Collection Account", as follows:

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Collection Account Any amount received or recovered under the Collateral Securities will be paid directly into the Collection Account established in the name of the Issuer with the Account Bank and Custodian.

Upon the occurrence of the Portfolio Substitution Event and until the opening of the Italian Collection Account, any amounts standing to the credit of the relevant collection account opened by Sestante W with The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch, will be paid directly into the Collection Account.

Upon the opening of the Italian Collection Account, any amounts standing to the credit of such account, will be transferred by the Italian Collection Account Bank into the Collection Account.

Italian Collection Account The Issuer has opened with Banca Popolare dell'Emilia Romagna Soc. Coop., in its capacity as Italian Collection Account Bank, the Italian Collection Account.

Under the terms of the Italian Collection Account Bank Agreement (i) any amounts deriving from payments by the Debtors will be paid directly into the Italian Collection Account and (ii) thereafter, on a daily basis, any amounts standing to the credit of the Italian Collection Account will be transferred to the Collection Account established in the name of the Issuer with the Account Bank and Custodian.

Quota Capital Account The Issuer established with the Account Bank and Custodian the Quota Capital Account for the deposit of the Issuer's quota capital.

3. THE NEW SERVICER AND NEW CORPORATE SERVICES PROVIDER

3.1 After the section set out on page 86 denominated "The Originator", a new section denominated "The New Servicer and New Corporate Services Provider" shall be inserted as follows:

THE NEW SERVICER AND NEW CORPORATE SERVICES PROVIDER

Italfondiario S.p.A. was established as a bank in 1891 to provide medium- and long-term financing. Like many Italian banks, it recorded substantial losses between 1992 and 1997, triggering a breach of its minimum regulatory capital thresholds. In 1999, Centrobanca, the then majority shareholder, drew up a restructuring plan with the approval of the Bank of Italy that resulted in the disposal of the bank’s entire loan portfolio and suspension of lending activities. Italfondiario’s revised objectives were to continue administering the loan portfolios on behalf of the portfolio investors. Italfondiario was subsequently registered as an article 107 servicing company under

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Italian law and surrendered its banking licence in August 2000.

Affiliates of Fortress Investment Group LLC (Fortress) acquired full ownership of Italfondiario in 2004. In December 2005, the servicing contract for the entire NPL portfolio of Intesa Gestione Crediti (IGC) was transferred to a joint venture of Fortress, Merrill Lynch and Intesa, known as Castello Gestione Crediti (CGC). The merger with CGC, legally finalised in August 2006, saw 33% of Fortress’ interest in the company transferred to Merrill Lynch (rated ‘A+’/Stable/‘F1+’) and Intesa. The arrangement with Intesa has additional advantages for the company, namely the guaranteed flow of new business through an exclusive agreement with the shareholder to manage any new NPLs. The original 10-year agreement has been extended to 2018.

In January 2006, Italfondiario began integrating the CGC platform, with the company performing all administrative functions for CGC; asset management responsibilities and staff were consolidated into Italfondiario over the following nine months.

The merger resulted in Italfondiario acquiring numerous branch offices as much of CGC’s asset management was decentralised (which is standard practice in Italy). As the company prefers a more centralised approach, the branch network was reduced in number from 31 to nine by end-November 2006, including one office on each of the Italian islands, Sicily and Sardinia. This has been further reduced to eight, with the merger of two northern offices in 2009. All closing functions are performed in both the Rome headquarters and the second largest office in Milan. Fitch looks favourably upon this centralised strategy.

In February 2010, Italfondiario relocated its Rome headquarters from the city centre to an outer suburb resulting in several cost and operational benefits. Along with significantly lower rent, the new premises offers an enhanced work space and has capacity for future growth. However, the company faces new challenges surrounding the move specifically around staff morale which Fitch believes could translate into higher staff turnover. To help mitigate this Italfondiario completed staff surveys throughout 2010 to monitor morale, and implemented a dedicated bus service to ease commuting time to the new office.

The composition of the senior management team has remained stable over the last several years. Average industry experience among the senior management team has increased to 15 years. Company tenure averages a healthy 10 years, which includes time spent with Fortress.

Financial Condition

Fitch’s Financial Institutions Group (FIG) completed a financial review of Italfondiario, and noted the company’s sound profitability and strong liquidity position with no external debt. Further financial benefit is achieved through the agreement with Intesa which was extended through 2018 as well as the acquisition of new servicing mandates from other Italian banks ensuring a steady flow of new loans.

Italfondiario’s all-in cost to service per loan has increased over the last several years

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from the low of EUR150 in 2005 driven by considerable growth in the NPL portfolio. Servicing fees have remained fairly stable and the company earns an incentivised collections-based fee which makes up the bulk of Italfondiario’s servicing revenue.

Staffing and Training

The merger with CGC resulted in a significant increase in the number of staff, which grew from 195 as of June 2005 to 697 as of December 2008. Levels have since decreased to 600 as at end-2009.

Average company tenure among the operational staff (excluding asset managers) has remained at 11 years and compares favourably to other Italian rated special servicers. Industry experience and company tenure among department heads averages 13 years and 10 years, respectively (2008: 19 years and 14 years).

Italfondiario continues to rely on temporary staff (or self-employed consultants) with 37% of staff reported as ‘temporary’ as of March 2010. Italfondiario believe that in such an uncertain market, this approach has many benefits, including the avoidance of complex labour laws when making staff redundant. Typically, new staff will join Italfondiario on a temporary contract, with permanent employment offered after a six to 12 month period. Other Italian special servicers are following such a model. However, Fitch notes this rate of temporary staff is higher than what has been observed among other Italian rated servicers.

Turnover at Italfondiario is a healthy 9% as of March 2010, and consistent with the 10% figures reported over the last several years. This is higher than some rated Italian peers (typically less than 5%) but Fitch believes a turnover rate around 10% can be beneficial for a business, helping to retain motivated employees and encourage innovation.

The focus for Italfondiario’s human resources (HR) department since 2009 has been on keeping resources motivated and performing through continued training and development while reducing labour costs in line with the contraction in revenue. These goals were successfully achieved with 25% of staff promoted in 2009, labour costs reduced by 7% and training hours increased.

Italfondiario continues to place significant focus on training and staff development. Average annual training hours per employee of 53 for new staff, and 50 for existing staff is higher than previous years and compares favourably with rated Italian peers.

Training courses tend to be heavily focused on cross-departmental training, such as the real estate-owned (REO) group sharing knowledge with the asset management (AM) team. The AM training programme continues to expand with two new modules introduced in 2009 (legal and negotiation), and the real estate appraisal module was launched in June 2010. Italfondiario’s relationship with SDA Bocconi (a leading Italian university and business school) also continues to flourish, and the company utilises external resources where necessary to supplement its internal training programme. For example, external lawyers and accounting firms have been used for technical training on bankruptcy and foreclosure updates and balance-sheet analysis.

New regulatory and compliance training was introduced in 2010 covering the main

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regulatory requirements applying to both Italian corporations and the country’s financial sector. The key topics addressed in the compliance training surround corporate responsibility, anti-money laundering and data protection. While Italfondiario’s training regime has always been aligned with the prevailing industry standards, the goal of this new initiative is to create a shared and stronger regulatory culture across the company. In order to maximise the training’s effectiveness across the company, Italfondiario followed a ‘top-down’ approach when organising the training with senior management and selected members of the legal, audit and compliance teams being trained first. General staff were then incorporated into the programme in 2H10.

Policies and Procedures

Within the governance structure of Italfondiario, three main business units have responsibility for internal control functions: internal audit (IA); compliance; and risk management. Each of the unit heads reports directly to the director general.

IA, managed by an individual with 12 years’ industry experience, and five years with Italfondiario, comprises a staff of four averaging nearly five years’ experience. The work of the IA team is mainly focused on the execution of the approved annual audit plan, which is predominately determined by the regulatory environment and internal risk assessment. The IA function is further supported by a quality control group headed by a manager with over 16 years’ experience supported by two analysts averaging seven years’ experience including five years with Italfondiario.

Fitch believes the company maintains a good balance of controls-based and substantive auditing which continues to be reviewed and enhanced with the full support of the board. All key servicing and operational areas were tested over the last year, and branch offices are audited semi-annually which the agency views positively.

The IA team also completes specialist legal audit tasks and monitors the capability of the company’s policies and procedures to keep the servicer compliant with all regulatory issues. It also assists the audit plan execution team by providing internal legal advice on legal and regulatory matters. Specific controls in respect of policies and procedures, segregation of duties and conflicts of interests are assessed through review of the process with the respective process owners.

As of March 2010, no significant issues were noted in any of the audit reports completed in the 12 months prior to Fitch’s review. The audit reports, and related results, are then used as inputs into the compliance and risk management process.

Risk management is responsible for identifying and monitoring key risk indicators (KRI) within the servicer. The risk manager verifies that risks are identified on the basis of the “inherent” risk and the “control” risk associated to each company process. Regular KRI reporting is completed, and forwarded to the board of directors for review.

Italfondiario was subject to a Bank of Italy (BoI) inspection in 2008. A formal report was issued to Italfondiario that included a small number of recommendations, at which time the company instructed an external auditor to review the regulator’s

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remarks and oversee an action plan devised to address them. The auditor confirmed that no critical issues had been raised by the BoI, and a formal response regarding Italfondiario’s action plan was submitted to the BoI in September 2008. The implementation of the action plans surrounding the BoI recommendations was completed by the end-March 2010, and included the following improvements to the company’s risk management framework:

• Corporate governance – formal implementation of relevant policies and procedures, increased frequency of board meetings, identification of new compliance resources and adoption of a formalised and integrated approach to compliance.

• Organisation and internal controls – increased power for the project management committee, revision of company organisational chart and delegation of authorities and development of independent IT procedures for IA.

• Business planning and servicer reporting – change in reporting line for portfolio management directly to CEO as well as development of the operational risk management system.

• IT and accounting system – upgrade of the back office IT system and strengthening of general IT controls.

Policies and procedures manuals are readily accessible through the company’s intranet, which Fitch views favourably. These manuals are continually updated.

Servicing Methodology – Loan Administration

New Loan Setup

The company boarded nine portfolios comprising over 6,640 positions with a gross book value of EUR831m throughout 2009. The new loan setup process is managed by a highly experienced 13-person strong team averaging over 23 years’ experience almost entirely within Intesa.

Original files are stored at a secured, off-site location. There is a daily run between the two locations to transport files under tight control. The nature of the due diligence process is such that once a file has been subjected to initial review, all the pertinent information is extracted and entered into the asset management system so that there should seldom be a need to retrieve the original file. The asset manager typically needs only the system-based information and a thin working file, a practice that Fitch views positively.

Rather than making use of the internal asset management staff of the company, due diligence for acquisitions of new portfolios utilises a network of external lawyers and asset managers who are familiar with the company’s process. The full due diligence process is under the oversight of Fortress. Fitch views this favourably, as the dilution of internal staff during due diligence procedures can have a detrimental impact on the performance of loans under management.

Once the conversion process of the electronic and hard files has been completed, the

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asset managers are given 90-120 days to draft an initial business plan for presentation to investors. During the due diligence process, management aims to review 50%-60% of the portfolio, which should represent at least 80% of the recoverable value.

Loan Accounting and Cash Management

All loan accounting and cash management activities are handled by the cash and finance management team, which includes four analysts and one manager. The analysts average 18 years’ industry experience, while the manager has spent 12 years within Italfondiario.

An outsourced system, feeding into the company’s asset management system, provides the loan accounting tool. In addition, all NPLs continue to be maintained on this system for the purposes of interest roll-up and processing of cash payments. Regardless of the nature of the payment (62% via direct debit), all payments are posted within one day of receipt. The reconciliation of bounced and/or unmatched payments received by cheque is completed within seven days.

Bank statements are reconciled automatically on a daily basis. Cash receipts for NPLs are handled by a separate team, which runs daily cash-matching runs and reports on collections. As of March 2010, the company administered over 160 bank accounts for 13 clients.

Investor Reporting and Remitting

The portfolio reporting department is responsible for reporting activities to investors, portfolio owners and lenders. As of March 2010, the team included a staff of six with over eight years’ industry experience on average. The portfolio management director has 11 years’ industry experience, whilst being employed by Italfondiario for four years. A separate reporting group handles all regulatory reporting to the Italian central bank and includes a staff of ten, including one manager. Experience among the staff is approximately nine years on average while the manager has been with the company for 35 years.

Asset management reports are provided to senior management on a weekly basis, and projections are made on a quarterly basis. Ad hoc reporting is provided in the interim via IFAMS, the company’s bespoke asset management system. The nature of the company’s internally developed asset management system facilitates efficient data-mining, and Crystal report writing software is used for the creation of standard and ad hoc reports. Although most reports are required to be completed within 10-15 days (depending on the transaction), average actual preparation time is eight days.

Asset Administration

Italfondiario continues to improve its property inspection programme. Over the past several years the company’s real estate department has worked to improve the performance of the internal valuation team and increase the total number of assets valued. For 2009, over 2,700 inspections were completed representing a 41% increase from the previous year and more than 52% of such inspections (by value) were completed internally. The majority of inspections particularly external and

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desktop involve residential properties representing 68% and 62% respectively of each inspection type. For commercial assets, internal inspections are preferred with 50% of such inspections involving industrial, hotel and retail property types.

The real estate department currently includes 15 individuals averaging 12 years’ experience led by a manager with over 17 years’ experience hired by Italfondiario in 2007.

Servicing Methodology – Defaulted Loans

Italfondiario’s asset managers are primarily based in Rome. The integration of CGC included a 31 office branch network that has since been reduced to eight. The standard business model adopted by other Italian special servicers involves asset managers being located in strategically-based regional offices. For these servicers, the advantage of such a structure is that asset managers monitor assets more effectively as they have local market knowledge and closer contact with the borrowers.

However, Italfondiario believes that a centralised approach improves communication, control and mitigates the risk of collusion in local markets. Its external lawyers are regionally diversified, as is the external collateral valuation network, providing local expertise where needed. Furthermore, asset manager assignments are borrower-based, meaning assets associated with a specific borrower are grouped together regardless of the location of the collateral. This provides a single point of contact between the borrower and Italfondiario. In some cases, assets may be included in multiple portfolios whereby a separate asset manager may be appointed. As the asset managers work in the same team, there is a close working relationship that is less likely to occur in a more decentralised environment.

Italfondiario has a “large loans” team, based in Rome. Typically, this specialised team will deal with cases where the expected collection amount is greater than EUR1m. However, smaller assets will also be placed under the management of this team where other complications exist within the workout process.

The small loans department was established in 2008 to handle loans less than EUR50,000 where no immediate legal action is required. The team deals with small secured and unsecured positions and benefits from a dedicated module within IFAMS to support its operations and different processes to support the varying activities and possible outcomes. The vast majority of cases, approximately 90%, reach out of court settlements. The small loans team is supported by a call centre which aims to establish immediate contact with the borrower and fully understand the situation surrounding the loan. The team is effectively an administration function, and once all information is received, the case will be passed to an asset manager. Fitch views positively this structure separating administrative and asset management functions as it gives asset managers more time to manage resolutions.

This wider Italfondiario business model focusing on centralisation and the active management of branch offices continues to distinguish itself from rated peers. Fitch notes that the close asset manager interaction provides for far greater expediency in calling resolution committees which can occur daily. This situation also avoids the need for pre-arranged meetings that rely on tele- or video-conferencing. As the

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business has grown, delegation of management approval is consistently reviewed and adjusted to ensure process efficiency.

The culture of the asset management department is to pursue resolution aggressively through the court system while in parallel seeking out-of-court settlement. As is becoming typical in the Italian market, discounted pay-off (DPO) resolutions take preference over lengthier judicial resolution.

Sub-performing loans are defined as those that are recently defaulted or have been restructured. The sub-performing loan asset management (SPLAM) team is positioned between the performing loan administration department and non-performing loan asset management (NPLAM) team, with case-flow moving in both directions. SPLAM’s mandate is solely to recover missed full contractual instalment(s) — anything less will trigger a transfer to NPLAM.

SPLAM’s primary role is to oversee the performing loan portfolio and manage the process when a borrower has missed a scheduled payment. Verbal contact with the borrower is attempted within several days of the missed payment date. If such contact is unsuccessful, then a telegram is sent requesting the borrower to contact Italfondiario immediately. Another telegram or letter requesting full payment is issued 15 days later. If the loan is not returned to performing status within 75 days, the loan is transferred to NPLAM. For loans that have been managed by SPLAM previously, a prepayment call is made 15 days prior to the payment date.

The secondary function of the team is the closing department, where NPLAM negotiates restructuring over a period generally not exceeding three years. Borrower default on restructured loans will be pursued by SPLAM for 30 days before being transferred back to NPLAM. The asset management system includes a model that allows SPLAM to track scheduled payments against actual payments and to prioritise cases by colour-coded delinquency buckets.

NPLAM is responsible for managing severely delinquent and defaulted loans, the resolution for which is achieved through concurrent judicial and non-judicial methods. As of March 2010, the team comprised 333 asset managers including six managers. Each team is then further divided so that, on average, a team manager is responsible for between 10 and 15 asset managers. This allows for suitable levels of control and monitoring.

NPLAM interacts with all the other departments — most importantly closing and real estate management (REM) — which provide administrative and valuation support, respectively. Although the designated asset manager assumes ultimate responsibility for cases under their management, the benefit of utilising the expertise of the other groups is also maximised.

The priorities of the asset managers are strictly defined in the following order: firstly, to attempt to maximise monthly debt service through custody of borrower or collateral cash flow; secondly, to modify the loan with full payment; thirdly, to negotiate a DPO or a loan sale; and finally, to manage a voluntary collateral sale. Only after these courses of action have been exhausted will judicial resolution prevail.

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The management of Italfondiario’s external legal network is the responsibility of the company’s internal legal department, which includes 12 staff and two managers specifically allocated to the task of monitoring external lawyer performance and reviewing legal invoices. The legal department managers have been with Italfondiario for over 30 years, and the legal staff averages 13 years’ experience mostly within Italfondiario. The asset manager responsible for each case is required to sign-off payment of a related invoice, but it is the legal department that provides valuable oversight as to whether an invoice is bona fide or not, or possibly a duplicate.

Asset managers develop the business plans which, once approved, allow them to negotiate with the borrower and present final proposals to committee. The advantage of the one central location is that committees can be convened at very short notice — something that occurs daily — to approve business plans and resolution proposals.

Once a transaction has been approved, the case is passed to the closing department, which assumes responsibility for documenting the proposal, collections, executing legal documentation and monitoring the legal status of the case until receipt of final proceeds. Fitch believes that the handover of these administrative duties increases effectiveness and therefore the case-flow potential of the asset managers.

The real estate department including 15 experienced professionals averaging 12 years’ experience is responsible for reviewing all external valuations, as well as conducting valuations to augment the external appraisal for positions over EUR500,000. For larger positions, the team becomes actively involved in the preparation and negotiation of the business plan. The valuation methods are cash-flow oriented, augmented by analysis of local comparables. Fitch views the role of this department as central to challenging valuations presented by third parties that may not be an accurate reflection of the commercial value of some real estate. The company has a network of three reputable valuation companies that it uses for external valuations.

Real Estate-Owned (REO)

The REO function was originally established in April 2003. Italfondiario continues to assist special purpose real estate companies participating in auctions, with a benefit for the recovery performance of the related portfolios. The REO function also drives borrowers to reach a DPO solution, as asset managers can highlight that a potential buyer exists for the asset. The use of REO as a workout strategy is a key component of highly rated special servicers, as it demonstrates their willingness to employ whatever strategy is necessary to achieve maximum recovery.

In the last four years through March 2010, the company attended 422 auctions with assets totalling EUR52m and an average property value of EUR126,000. Through 2009, the company attended 27 auctions with over 70% won by third parties. Overall the REO department has sold 482 properties for a total value of EUR53.4m with an average sales price 12.5% higher than the purchase price.

Technology

The company’s asset management system, IFAMS, is a proprietary, relational

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database that provides a central repository for all asset management data and activity and has built-in cash flow modelling functionality. It was developed internally, leveraging the experience of Fortress in other jurisdictions. IFAMS is highly flexible and was rolled out to all branches in 2008. Fitch views this system as a powerful integrated asset management tool.

The other operational systems that the company uses include a J.D. Edwards’ general ledger and a loan servicing package that is outsourced to BPU Centrosystem in Milan. Both systems interface electronically with IFAMS to provide two-way updates. BPU Centrosystem has been licensing this system in Italy for over five years.

The IT platform is supported by an internal IT team that includes 13 staff, led by two team leaders. Average industry experience among the staff is seven years almost exclusively within Italfondiario while the team leaders average 15 years experience including four years with the company.

Developments since Fitch’s last review include:

• launch of a ‘lawyers portal’ integrated with the company’s IT applications to improve the control and the efficiency of the interaction with external lawyers;

• implementation of workflow engine in IFAMS that guides and tracks asset managers through the lifecycle of loan management and includes segmentation of loans;

• consolidation of data centre resulting in a 20% reduction in the number of production servers and improvements to overall systems reliability;

• integration with BNP Paribas systems through development of automatic interfaces; and

• reduction in overall IT costs by 10%.

A comprehensive IT security policy is in place, with documented procedures maintained by the board of directors. The written policy identifies such topics as remote access procedures as well as restrictions governing the use of laptops. Italfondiario also has protection in place against the threat of virus attacks.

BPU Centrosystem is responsible for backing up its own system and has a real-time back-up server located outside of Milan. The company’s own systems are backed up daily and maintained in a fireproof vault. Weekly back-ups are also executed, and are transferred off-site, to be held in a secure storage facility. A full recovery test of IFAMS was last completed in February 2010 — no major issues were identified. Disaster recovery sites are available in Rome and Milan, and can cater for a total of 250 staff.

Ratings

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The affirmations reflect Italfondiario's continued ability to maintain high performance standards and good recovery rates on both residential and commercial non-performing loans (NPLs). Italfondiario also benefits from a centralised asset management and loan administration function and effective monitoring and management of external resources that are used for local market knowledge.

The agency believes that the senior management team, with its mixture of strong on-the-field experience and above-average management skills, is a valuable asset for the organisation.

Additional strengths are the ongoing training schemes provided by a well-known Italian business school and strong growth prospects from the extension of the exclusive contract for servicing new NPLs from minority shareholder, Intesa Sanpaolo, ('AA-'/Stable/'F1+') until 2018. Moreover, Fitch understands that the company has recently signed a similar agreement wi th another Ital ian bank and is actively seeking new business opportunities to expand its portfolio under management.

The primary ratings are supported by Italfondiario's extensive experience in managing residential and commercial NPLs as well as its role in administering performing loans. Al though the current portfolio under management is increasingly seasoned, Fitch understands that it is the company's plan to also expand its primary servicing portfolio. Al though the organisational impact of an increased primary servicing portfolio remains to be seen, Fitch believes this opportunity as a positive for the company's long-term business plan.

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The rankings reflect the following:

· a structured approved business plan has been prepared, which in our view is rational, has diversification, and is fully considered. We believe it is likely to provide the necessary focus to Italfondiario.

· Staff numbers have reduced slightly since our last report in line with Italfondiario's plans, and it is of the opinion that current levels are in line with operational needs. Staff are in our view suitably experienced.

· A number of changes have now been implemented, particularly in the risk and compliance areas. This follows recommendations made in the Bank of Italy report, which we referred to in our last report and further in this report.

· The number of portfolios Italfondiario specially services has increased since our last report. We understand that the boarding of the new loans went smoothly and without any issues arising.

· Collection performance has in our view been maintained and Italfondiario continues to adopt a number of strategies depending on individual circumstances. These strategies include discounted payoffs (DPO), legal action, and real estate owned (REO).

4. DESCRIPTION OF THE TRANSACTION DOCUMENTS

4.1 Under Section denominated "Description of the Transaction Documents" on page 101 after the paragraph denominated "The Servicing Agreement" on page 102 the new paragraphs named, respectively, "The Sub-Servicing Agreement", "The New Servicing Agreement" and the "Italian Collection Account Bank Agreement" shall be inserted as follows:

3. THE SUB-SERVICING AGREEMENT

Pursuant to the Sub-Servicing Agreement dated 3 March 2011 between the Issuer, Meliorbanca S.p.A., in the capacity of Servicer and Italfondiario S.p.A., the Servicer

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has appointed Italfondiario S.p.A. as Sub-Servicer in order to carry out certain activities in relation to the Receivables until the date agreed between Meliorbanca S.p.A. and Italfondiario S.p.A. falling not later than 29 May 2011 (the "Effective Date").

The Sub-Servicer shall be responsible, in respect of the Receivables forming the Portfolio under the securitisation transaction, for the servicing and administering of the Unsettled Receivables and in particular:

a) the enforcement of the claims, the commencement and prosecution of judicial actions and the exercise of the Issuer's rights vis-à-vis the Debtors, including, without limitation, claims, actions and rights aimed at the recovery of the Receivables, the collection of the Receivables and release of receipts, where necessary, in relation thereto and, in particular, the commencement of judicial proceedings, the participation in pending judicial proceedings upon notice that they are so pending and the insinuation in insolvency proceedings;

(b) the performance of the activities (which may also be unrelated to any default of any Debtor) necessary or advisable to preserve the Issuer's interests, including any action to re-establish any mortgages as well as actions to maintain the Mortgages valid and enforceable and to preserve their ranking;

(c) the undertaking and performance of any other activity required to servicers for the purpose of managing, administering, collecting and recovering the Receivables, in accordance with the provisions of the Sub-Servicing Agreement;

(d) delivering all the necessary notices and commencing all necessary negotiations with the Debtors and the other interested parties in relation to the Receivables, performing (or causing the same to be performed) all actions necessary or advisable to enforce the payment obligations of the Debtors under the relevant Loan Agreements, as well as collecting on the relevant Scheduled Instalments Dates, the Instalments and any other amount due under the Receivables, all the above in accordance with all applicable laws and regulations, with due diligence and care and in compliance with the Credit and Collection Policy, further carrying out all actions set out in the Credit and Collection Policy aimed at the recovery of Defaulted Receivables and Delinquent Receivables as well as any other amount due in relation to or under the Receivables;

(e) cooperate with the Issuer for the purpose of performing any activity or formalities necessary or opportune, including the management and administration of the Collections, in accordance with the provisions of the Sub-Servicing Agreement, including where consenting to the reduction, restriction or release of the Mortgages at the Debtor's or the Mortgagor's request and in compliance with the Credit and Collection Policies, where (i) such reduction, restriction or release is required by any applicable law or by the relevant Loan Agreements, or (ii) the Receivable secured by the relevant Mortgage has been repaid in full, or (iii) it is necessary in connection with any renegotiation or amendment in accordance with the Credit and Collection Policies and the Sub-Servicing Agreement, or (iv) the value of the related Mortgages remains such as to ensure that the financing continues to qualify as a "mutuo fondiario" pursuant to the Consolidated Banking Act and the related Supervisory Regulations of the Bank of Italy.

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The Sub-Servicing Agreement is governed by and construed in accordance with Italian law.

4. THE NEW SERVICING AGREEMENT

Pursuant to the New Servicing Agreement dated 3 March 2011 between the Issuer, Italfondiario S.p.A. and Banca Popolare dell’Emilia Romagna Soc. Coop., the Issuer has appointed Italfondiario S.p.A. as New Servicer, in order to carry out the administration, management collection and recovery relating to the Receivables on behalf of the Issuer, with the exclusion of any activities reserved to banks (the "New Servicing Agreement").

Subject matter of the appointment

The Servicer shall be responsible in respect of the Receivables forming the Portfolio under the securitisation transaction, for the servicing and administering of the Receivables and in particular:

- the management and administration of the Collections in accordance with the provisions of the New Servicing Agreement;

- verifying that the operations under the Securitisation are in compliance with Italian law and consistent with the Prospectus in accordance with the provisions of article 2, paragraph 6, of the Securitisation Law;

- the enforcement of the claims, the commencement and prosecution of judicial actions and the exercise of the Issuer's rights vis-à-vis the Debtors, including, without limitation, claims, actions and rights aimed at the recovery of the Receivables, the collection of the Receivables and release of receipts, where necessary, in relation thereto and, in particular, the commencement of judicial proceedings, the participation in pending judicial proceedings upon notice that they are so pending and the insinuation in insolvency proceedings;

- the performance of the activities (which may also be unrelated to any default of any Debtor) necessary or advisable to preserve the Issuer's interests, including any action to re-establish any Mortgages or to ensure the continuation of the Insurance Policies as well as actions to maintain the Mortgages valid and enforceable and to preserve their ranking;

- delivering all the necessary notices and commencing all necessary negotiations with the Debtors and the other interested parties in relation to the Receivables, performing (or causing the same to be performed) all actions necessary or advisable to enforce the payment obligations of the Debtors under the relevant Loan Agreements, as well as collecting the Instalments and any other amount due under the Receivables, all the above in accordance with all applicable laws and regulations, with due diligence and care and in compliance with the Credit and Collection Policy, further carrying out all actions set out in the Credit and Collection Policy aimed at the recovery of Defaulted Receivables and Delinquent Receivables as well as any other amount due in relation to or under the Receivables;

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- the preparation and delivery of the Servicer's Reports;

- the delivery to the Computation Agent of all the information on the performance of the Portfolio reasonably requested, to the extent necessary in order to carry out its obligations in favor of the Issuer;

- verifying the compliance of article 1283 (anatocismo) of the Italian civil code with reference to the Receivables;

- consenting to the reduction, restriction or release of the Mortgages at the Debtor's or the Mortgagor's request and in compliance with the Credit and Collection Policy where (i) such reduction, restriction or release is required by any applicable law or by the relevant Loan Agreements, or (ii) the Receivable secured by the relevant Mortgage has been repaid in full, or (iii) it is necessary in connection with any renegotiation or amendment made in accordance with the Credit and Collection Policy, or (iv) the value of the related Mortgages remains such as to ensure that the financing continues to qualify as a "mutuo fondiario" pursuant to the Consolidated Banking Act and the related Supervisory Regulations of the Bank of Italy;

- providing for: (a) the creation, the management and the maintenance of the computerised archive system (archivio unico informatico) and the other requirements of the Italian money-laundering legislation, maintaining the books, records, documents and the electronic databases and software which may be necessary or advisable for the creation of an information reporting system so as to enable the Issuer to operate in compliance with all applicable laws and regulation relating to the supervisory authority's data reporting requirements, as well as Italian money-laundering laws and regulations; (b) the management on behalf of the Issuer of an appropriate data reporting system in relation to the Receivables, the reporting of the information required under the Supervisory Regulations of the Bank of Italy (including but not limited to reporting to the Centrale dei Rischi); (c) cooperation reasonably required by the Corporate Services Provider in relation to the reporting to the Matrice dei Conti and all other assistance and cooperation required by the Issuer Corporate Services Provider; and (d) the performance of any other reporting activity which may from time to time be required by the Securitisation Law and its relevant implementing regulations, by the Supervisory Regulations of the Bank of Italy and any other law or regulation applicable to the Issuer.

Collections and transfers

Save as differently required by the Issuer and, in any case, in compliance with the instructions received by the Issuer, the New Servicer shall, starting from the Effective Date and for the whole period of the New Servicing Agreement:

- procure and instruct the Debtors to pay any amounts due and payable in relation to the Loans into the Italian Collection Account opened in the name of the Issuer with the Italian Collection Account Bank;

- verify on a daily basis the amount of the Collections credited to the Italian Collection Account;

- if the credit balance of the Italian Collection Account is in excess of an amount

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determined as not higher than Euro 20,000.00, instruct the Italian Collection Account Bank to transfer any such amounts standing to the credit of the Italian Collection Account to the Collection Account not later than 4:00 p.m. of the day on which it receives the payments from the Debtors;

- on or before each relevant Servicer's Report Date, prepare and deliver to the Issuer, the Account Bank and Custodian, the Computation Agent, the Representative of the Noteholders, the Principal Paying Agent, the Corporate Services Provider and the Rating Agencies, the relevant Servicer's Report of the New Servicer.

The New Servicer's Fee

Starting for the Effective Date in return for the services provided by the New Servicer, the Issuer has agreed to pay to the New Servicer the following fees (the "New Servicer's Fee"):

(a) on each Payment Date a fee equal to 0.10% per annum (plus VAT if due) on the individual Outstanding Principal of the Receivables at the end of the Collection Period before such Payment Date;

(b) a fee equal to 5.50% per annum (plus VAT if due) on the Collections received by the New Servicer in respect of the Unsettled Receivables during the Collection Period before such Payment Date, net of any sums erroneously transferred, in accordance with the relevant provisions of the New Servicing Agreement;

(c) if the ratio between (i) the aggregate value of the individual Outstanding Principal of the Loans subject to prepayment and (ii) the aggregate value of the individual Outstanding Principal on all the Loans existing as of the beginning of such calendar year (as resulting from the first Servicers' Report prepared by the New Servicer in relation to such calendar year), is higher than 3%, as resulting on the Payment Date immediately following the end of the relevant calendar year, a fee of Euro 600 for each Loan which has been prepaid overcoming such threshold.

In any case, the aggregate value of the New Servicer's Fees shall not be lower than Euro 25,000 (plus VAT if due) with respect to each Collection Period.

The New Servicer's Fee entirely replaces any Servicer's fees due by the Issuer to Meliorbanca S.p.A. in its capacity as Servicer pursuant to the existing Servicing Agreements.

The New Servicing Agreement is governed by and construed in accordance with Italian law.

4.2 Under Section denominated "Description of the Transaction Documents" on page 101 the paragraph denominated "The Agreement for the extension of Corporate Services" on page 108 will be reformulated as follows:

THE CORPORATE SERVICES AGREEMENTS

Under the Corporate Services Agreement entered into on 22 December 2003, as subsequently amended and supplemented, between the Issuer, the Corporate Servicer and the Representative of the Noteholders, the Corporate Servicer has agreed to

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provide certain corporate administration and management services to the Issuer in relation to the Previous Securitisations. By the Agreement for the Extension of Corporate Services entered into on or about the Issue Date between the Issuer, the Corporate Servicer and the Representative of the Noteholders, the provisions of the Corporate Services Agreement have been extended also in relation to the activities to be performed in relation to the Portfolio, and the Corporate Servicer has agreed that, notwithstanding any termination in relation to the Previous Securitisations, it will continue providing its services for the same fees agreed in the Agreement for the Extension of Corporate Services (the "Original Corporate Services Agreement").

On 03 March 2011 the Original Corporate Services Agreement has been terminated and a new corporate services agreement (the "New Corporate Services Agreement") has been entered into between the Issuer and Italfondiario S.p.A., pursuant to which the Issuer has appointed Italfondiario S.p.A. as New Corporate Services Provider, with effect from the Effective Date, in order to provide the Issuer under the securitisation with the relevant administrative, corporate and accounting services.

The services include the safekeeping of documentation pertaining to meetings of the Issuer's quotaholders, Noteholders and directors, maintaining the quotaholders' register, preparing VAT and other tax and accounting records, preparing the Issuer's annual balance sheet, administering all matters relating to the taxation of the Issuer and liaising with the Representative of the Noteholders.

The New Corporate Services Agreement is governed by and construed in accordance with Italian law.

4.3 Under Section denominated "Description of the Transaction Documents" on page 101 the following new paragraph denominated "The Italian Collection Account Bank Agreement" will be inserted immediately after the paragraph named "The Corporate Services Agreements":

7. THE ITALIAN COLLECTION ACCOUNT BANK AGREEMENT

The Issuer, the Italian Collection Account Bank, the New Servicer, the Sub-Servicer and the Representative of the Noteholders, have entered into the Italian Collection Account Bank Agreement on 3 March 2011.

Pursuant to the Italian Collection Account Bank Agreement the Issuer has:

(i) agreed to open with Banca Popolare dell'Emilia Romagna Soc. Coop., in its capacity as Italian Collection Account Bank, the Italian Collection Account, into which any amounts arising out the payments from the Debtors will be deposited;

(ii) appointed the Italian Collection Account Bank to carry out the receipt, allocation, management and payment of amounts received and payable in relation to the Italian Collection Account, in order that the amounts standing to the credit thereof are debited and credited in accordance with the instructions given by or on behalf of the Issuer in accordance with the provisions of, inter alia, the Sub-Servicing Agreement, the New Servicing Agreement, the Intercreditor Agreement or, following the delivery of a Trigger Notice, in

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accordance with the instructions of the Representative of the Noteholders; and

(iii) appointed the Italian Collection Account Bank to maintain, or procure the maintenance, on behalf of the Issuer, of records in respect of the Italian Collection Account for a period of 10 years pursuant to article 119 of the Consolidated Banking Act.

Notwithstanding any right of the New Servicer to give instructions to the Italian Collection Account Bank under the New Servicing Agreement, the parties to the Italian Collection Account Bank Agreement agreed that the Italian Collection Account Bank shall, on each day, transfer any such amounts standing to the credit of the Italian Collection Account to the Collection Account not later than 4:00 p.m. of the day on which it receives the payments from the Debtors, it being understood that the Italian Collection Account Bank shall not be obliged (but shall nevertheless have the right) to make such transfers unless the credit balance of the Italian Collection Account is in excess of an amount determined to be equal to an amount not higher than Euro 20,000.00 or otherwise instructed by the New Servicer or the Sub-Servicer, as the case may be.

The appointment of the Italian Collection Account Bank will automatically terminate if the Italian Collection Account Bank (a) is rendered unable to perform its obligations for a period of 60 days by circumstances beyond its control; (b) loses its status of Eligible Institution without restoring it or procure that its obligations are guaranteed by an Eligible Institution within a period of 60 days, or (c) an Insolvency Event occurred in relation to it.

Upon termination or resignation, in accordance with the terms of the Italian Collection Account Bank Agreement, the Italian Collection Account Bank will be released from any obligation and, if so requested by the Issuer, keep the Italian Collection Account opened, as to allow the Issuer to receive any late payments made by the Debtors.

The Italian Collection Account Bank Agreement is governed by and construed in accordance with Italian law.

4.4 Under Section denominated "Description of the Transaction Documents" on page 101 the paragraphs denominated "The Interest Rate Cap Agreement" and "Hedging Guarantee" on pages 110 and 111 shall be deleted.

5. THE ACCOUNTS

The Section denominated "The Accounts", on page 114 of the Prospectus shall be reformulated as follows:

(1) the "Collection Account", a euro denominated account opened with the Account Bank and Custodian for the deposit of all amounts received or recovered under the Portfolio;

(2) up to the Potfolio Substitution Date, the "Collateral Securities Account", a securities account opened with the Account Bank and Custodian for the deposit of the Collateral Securities in accordance with the provisions of the Agency and

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Custody Agreement;

(3) the "Italian Collection Account", a Euro denominated account, opened in the name of the Issuer with the Italian Collection Account Bank pursuant to the Italian Collection Account Bank Agreement;

(4) the "Class C2 Amortisation Account", a euro denominated account opened with the English Account Bank for the deposit, on each Payment Date during the Revolving Period, of the Target Amount and the Pre-Payment Amount and from which, two Business Days prior to the first Payment Date during the Amortisation Period, all amounts standing to the credit thereof will be transferred into the Payments Account for repayment of principal on the Class C2 Notes in accordance with the Conditions and the English Account Bank Agreement;

(5) the "Cash Reserve Account", a euro denominated account opened with the English Account Bank for the deposit of the Cash Reserve in accordance with the Conditions and the English Account Bank Agreement;

(6) the "Payments Account", a euro denominated account opened with the Account Bank and Custodian for the deposit of all amounts (other than the Collections) paid to the Issuer under any of the Transaction Documents;

(7) the "Expenses Account", a euro denominated account opened with the Account Bank and Custodian, for the deposit of the Retention Amount and out of which the Expenses will be paid during each Interest Period;

(8) the "Investment Account", a euro denominated account opened with the English Account Bank for the deposit of the amounts standing to the credit of the Collection Account in accordance with the provisions of the English Account Bank Agreement and the Agency and Custody Agreement;

(9) the "Securities Account", a securities account opened with the English Account Bank for the deposit of any Eligible Investments comprising financial instruments in accordance with the provisions of the English Account Bank Agreement.

The Account Bank and Custodian will be required at all times to be an Eligible Institution. Should the Account Bank and Custodian no longer be an Eligible Institution, the balance of the Italian Accounts will be transferred to an Eligible Institution within 10 days from the date on which the Account Bank and Custodian ceases to be an Eligible Institution.

The English Account Bank will be required at all times to be an Eligible Institution. Should the English Account Bank no longer be an Eligible Institution, the balance of the English Accounts will be transferred to an Eligible Institution within 10 days from the date on which the English Account Bank ceases to be an Eligible Institution.

The Issuer has also opened with The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch, the Quota Capital Account for the deposit of its quota capital.

The Issuer may from time to time open and maintain any other accounts provided for

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in the Transaction Documents.

Upon the occurrence of the Portfolio Substitution Event (i) the Account Bank and Custodian will cease to carry out the custody activities in relation to the Collateral Securities and shall forthwith close the Collateral Securities Account; and (ii) the Collections of the Portfolio and all the amounts standing to the credit of the accounts opened with The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch and The Bank of New York Mellon, acting through its London Branch and related to the securitisation transaction carried out by Sestante W S.r.l., through the issuance of the Collateral Securities, will be transferred on the Portfolio Substitution Date to the credit of the Accounts.

6. GENERAL INFORMATION

6.1 Item (4) under the Section denominated "General Information", on page 206 of the Prospectus, shall be reformulated as follows:

(4) As long as the Senior Notes are listed on the Luxembourg Stock Exchange, copies of the following documents may be inspected during normal business hours at the registered office of the Luxembourg Paying Agent:

(i) By-laws of the Issuer; (ii) Financial statements of the Issuer as at 31 December 2003 and 31

December 2004; (iii) Transfer Agreement; (iv) Servicing Agreement; (v) Intercreditor Agreement; (vi) Agency and Custody Agreement; (vii) English Account Bank Agreement; (viii) Deed of Charge; (ix) Deed of Pledge; (x) Mandate Agreement; (xi) Agreement for the Extension of the Quotaholders' Agreement; (xii) Agreement for the Extension of Management Services; (xiii) Agreement for the Extension of Corporate Services; (xiv) Agreement for the Extension of the Letter of Undertaking; (xv) Class C2 Notes Swap Agreement; (xvi) Senior Notes Subscription Agreement; (xvii) Terms and Conditions of the Senior Notes; (xviii) Contingency Liquidity Facility Agreement; (xix) Monte Titoli Mandate Agreement; (xx) Master Definitions Agreement; (xxi) Underlying Portfolio Transfer Agreement; (xxii) Swap Agreement; (xxiii) Class C2 Notes Swap Agreement; (xxiv) The Sub-Servicing Agreement; (xxv) The New Servicing Agreement; (xxvi) The New Corporate Services Agreement,

and, following the occurrence of the Portfolio Substitution Event, the Master Receivables Purchase Agreement, the servicing agreement of the Underlying

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Portfolio, the Warranty and Indemnity Agreement, the Collections Guarantee, the Swap Agreement and the master definitions agreement of the Underlying Portfolio.

7. GLOSSARY

7.1 The following definitions shall be inserted or reformulated, as applicable, under the Section denominated "Glossary" on page 210 of the Prospectus:

"Account Bank and Custodian" means The Bank of New York Mellon (Luxembourg) S.A.Milan branch, or any other person for the time being acting as account bank and custodian pursuant to the Agency and Custody Agreement.

"Back-Up Servicer" means BPER or any other person for the time being acting as back-up servicer in favour of the Issuer pursuant to the Servicing Agreement and the New Servicing Agreement, as the case may be.

"Arrears Ratio" means the ratio expressed as a percentage between (a) the aggregate of the Individual Outstanding Principal of all the Receivables having one or more instalments not paid for more than 60 days as at the end of each Collection Period, and (b) the Outstanding Principal at the same date.

"BNP Paribas" means a credit institution incorporated under the law of France, whose registered office is at 16 boulevard des Italiens, 75009 Paris, France and which is registered with the Registre du Commerce et des Société de Paris under number 662 042 449.

"BPER" means Banca Popolare dell'Emilia Romagna Soc. Coop., a credit institution incorporated under the laws of Italy, having its registered offices at Via San Carlo, 8/20, 41100 Modena, Italy, fiscal code and enrolment with the companies register of Modena number 01153230360.

"Cash Manager" means The Bank of New York Mellon, London branch, or any other person for the time being acting as cash manager pursuant to the English Account Bank Agreement.

"Commerzbank AG" means Commerzbank AG, a company incorporated under the laws of Germany, whose registered office is at Kaisenstrasse 16, D-60261 Frankfurt am Main.

"Computation Agent" means The Bank of New York Mellon, London branch, or any other person for the time being acting as computation agent pursuant to the Agency and Custody Agreement.

"Corporate Servicer" means Meliorbanca and, following the Effective Date, Italfondiario or any other person for the time being acting as New Corporate Services Provider pursuant to the New Corporate Services Agreement.

"Corporate Services Agreement" means (i) the corporate services agreement executed on 22 December 2003 between the Issuer, the Corporate Servicer and the Representative of the Noteholders, as amended and extended by the Agreement for Extension of Corporate Services and (ii) from the Effective Date, the New Corporate Services Agreement, as from time to time modified in accordance with the provisions

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therein contained and including any agreement or other document expressed to be supplemental thereto.

"Cumulative Defaults" means, as at any date, the aggregate of the Individual Outstanding Principal of all Receivables that have become Defaulted Receivables up to such date.

"Effective Date" means the date from which the New Servicing Agreement is effective, corresponding with the earlier of:

(i) the date to be agreed between the Servicer and the New Servicer and communicated in writing to the Issuer; and

(ii) the date falling on 29 May 2011.

"English Account Bank" means The Bank of New York Mellon, acting through its London branch, or any other person for the time being acting as English account bank pursuant to the English Account Bank Agreement.

"Individual Outstanding Principal" means, on any date and in respect of each Receivable at such date, the principal amount of such Receivables due but yet to be repaid.

"Interest Available Funds" means, in respect of a Payment Date, the aggregate of:

(i) all payments received on account of interest and premium, as the case may be, under the Portfolio during the Collection Period immediately preceding such Payment Date;

(ii) any amount recovered under the Portfolio during the Collection Period immediately preceding such Payment Date;

(iii) all amounts of interest accrued and paid on the Accounts during the Collection Period immediately preceding such Payment Date;

(iv) any Cash Reserve Available Amount on such Payment Date;

(v) any Contingency Liquidity Available Amount on such Payment Date;

(vi) all amounts standing to the credit of the Class C2 Amortisation Account;

(vii) any amount received from the Interest Rate Cap Providers under the Interest Rate Cap Agreement, from the Swap Counterparty under the Class C2 Notes Swap Agreement and the Swap Agreement on such Payment Date;

(viii) any amount received on account of interest under the Collections Guarantee during the immediately preceding Collection Period;

(ix) the proceeds of any Eligible Investments received on or prior to such Payment Date;

(x) any amounts allocated as Interest Shortfall Amount under item First of the

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Principal Priority of Payments on such Payment Date;

(xi) any Principal Available Funds available after all payments under the relevant Principal Priority of Payments or the Post Trigger Notice Priority of Payments have been made or allocated for payment;

(xii) the premium, if any, paid under the Class C2 Notes Swap Agreement and, following the occurrence of the Portfolio Substitution Event, the Swap Agreement upon replacement of the Swap Counterparty; and

(xiii) following the occurrence of the Portfolio Substitution Event, any interest amount received by the Issuer pursuant to article 4.1 of the Warranty and Indemnity Agreement.

"Italfondiario" a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, having its registered office at Via Carucci 131, Rome, Italy, fiscal code and enrolment with the companies register of Rome number 00399750587, enrolled with the register of financial intermediaries held by the Bank of Italy.

"Italian Accounts" means, together, the Collection Account, the Payments Account, the Collateral Securities Account the Contingency Liquidity Facility Account, the Italian Collection Account and the Expense Account, and "Italian Account" means any of them.

"Italian Collection Account" means the Euro denominated account with number 000001976708 established in the name of the Issuer with the Italian Collection Account Bank pursuant to the Italian Collection Account Bank Agreement and for the purpose of article 4.1 of the New Servicing Agreement.

"Italian Collection Account Bank" means BPER and any other person for the time being acting as Italian Collection Account Bank pursuant to the Italian Collection Account Bank Agreement.

"Italian Collection Account Bank Agreement" means the Italian collection account bank agreement executed on 3 March 2011 between the New Servicer, the Sub-Servicer, Sestante Finance and the Italian Collection Account Bank, as from time to time modified in accordance with the provisions therein contained and including any agreement or other document expressed to be supplemental thereto.

"Luxembourg Paying Agent" means The Bank of New York (Luxembourg) S.A., a bank incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, acting in its capacity as Luxembourg paying agent pursuant to the Agency and Custody Agreement.

"Meliorbanca" means Meliorbanca S.p.A., a credit institution incorporated under the laws of the Republic of Italy, having its registered office at Via G. Negri 10, 20123 Milan, Italy, fiscal code and enrolment with the companies register of Milan number 00651540585, registered under number 10008 with the register of banks held by the Bank of Italy pursuant to article 13 of the Consolidated Banking Act.

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"New Corporate Services Agreement" means the new corporate services agreement entered into on 3 March 2011 between the Issuer and the New Corporate Services Provider, as from time to time modified in accordance with the provisions therein contained and including any agreement or other document expressed to be supplemental thereto;

"New Corporate Services Provider" means Italfondiario or any other person for the time being acting as new corporate services provider in favour of the Issuer pursuant to the New Corporate Services Agreement.

"New Servicer" means Italfondiario or any other person for the time being acting as new servicer in favour of the Issuer pursuant to the New Servicing Agreement.

"New Servicing Agreement" means the new servicing agreement entered into on 3 March 2011 between the Issuer, the Back-Up Servicer and the New Servicer, as from time to time modified in accordance with the provisions therein contained and including any agreement or other document expressed to be supplemental thereto.

"Other Issuer Creditors" means the Originator, the Servicer, the Back-Up Servicer, the Sub-Servicer, the New Servicer, the New Corporate Services Provider, the Representative of the Noteholders, the Computation Agent, the English Account Bank, the Cash Manager, the Corporate Servicer, the Swap Counterparty, the Principal Paying Agent, the Luxembourg Paying Agent, the Account Bank and Custodian, the Contingency Liquidity Facility Provider, the Italian Collection Account Bank, the Issuer Corporate Services Provider and any other party that may from time to time become a party to any Transaction Document.

"Principal Paying Agent" means The Bank of New York Mellon (Luxembourg) S.A., acting through its Italian branch, or any other person for the time being acting as principal paying agent pursuant to the Agency and Custody Agreement.

"Representative of the Noteholders" means BNY Corporate Trustee Services Limited, a company incorporated under the laws of England and Wales, having its registered office at One Canada Square, London E14 5AL, United Kingdom or such other person acting from time to time as representative of the Noteholders, pursuant to the Rules of the Organisation of the Noteholders.

"Seller" means Commerzbank AG, London branch.

"Servicer" means Meliorbanca and, after the Effective Date, Italfondiario or any other person for the time being acting as Servicer pursuant to the Servicing Agreement.

"Servicing Agreement" means (i) prior to the occurrence of the Portfolio Substitution Event, the servicing agreement of the Collateral Securities entered into on or about the Issue Date between the Issuer and the Servicer, as from time to time modified in accordance with the provisions therein contained and including any agreement or other document expressed to be supplemental thereto; and (ii) following the occurrence of the Portfolio Substitution Event, the servicing agreement of the Underlying Portfolio and, from the Effective Date, the New Servicing Agreement as amended for the purposes of the Securitisation and as from time to time

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modified in accordance with the provisions therein contained, including any agreement or other document expressed to be supplemental thereto.

"Sestante W" means Sestante W S.r.l., a company incorporated under the laws of the Republic of Italy, having its registered office at Via G. Negri, 10, 20123 Milan, Italy, fiscal code and enrolment with the companies register of Milan number 03743980967, enrolled under number 34593 with the register held by the Bank of Italy pursuant to article 106 of the Consolidated Banking Act, and having as its sole corporate object the realisation of securitisation transactions pursuant to the Securitisation Law.

"Sestante W Collection Account" means the Euro denominated account established in the name of the Obligor with The Bank of New York Mellon (Luxembourg) S.A Italian branch with number 1129 for the deposit, following the expiry of the Warehouse Period, of all the collections from time to time received or recovered in respect of the Underlying Portfolio by the servicer of the Underlying Portfolio.

"Sestante W Expense Account" means the Euro denominated account established in the name of the Obligor with The Bank of New York Mellon (Luxembourg) S.A Italian branch with number 1131 into which, following the expiry of the Warehouse Period, the retention amount relating to the Underlying Portfolio shall be credited and out of which the expenses relating to the securitisation by the Obligor of the Underlying Portfolio will be paid during each interest period.

"Sestante W Principal Reserve Account" means the Euro denominated account established in the name of the Obligor with the The Bank of New York Mellon (Luxembourg) S.A Italian branch with number 1130 for the deposit, following the expiry of the Warehouse Period, of the principal available funds of the Obligor in accordance with the relevant priority of payments.

"Sub-Servicer" means Italfondiario.

"Sub-Servicing Agreement" means the sub-servicing agreement entered into on 3 March 2011 between the Issuer, the Servicer, and Italfondiario pursuant to which the Servicer has appointed Italfondiario as Sub-Servicer in order to carry out certain activities in relation to the Receivables until the Effective Date, as from time to time modified in accordance with the provisions therein contained and including any agreement or other document expressed to be supplemental thereto.

"Swap Counterparty" means Commerzbank AG, London branch, or any other person acting as Swap Counterparty pursuant to the Class C2 Notes Swap Agreement or the Swap Agreement, as the case may be.

"Transaction Documents" means (i) prior to the occurrence of the Portfolio Substitution Event, the Transfer Agreement, the Underlying Portfolio Transfer Agreement, the Servicing Agreement, the New Servicing Agreement, the Sub-Servicing Agreement, the New Corporate Services Agreement, this Master Definitions Agreement, the English Account Bank Agreement, the Agency and Custody Agreement, the Contingency Liquidity Facility Agreement, the Italian Collection Account Bank Agreement, the Class C2 Notes Swap Agreement, the Subscription Agreements, the Intercreditor Agreement, the Agreement for the Extension of Corporate Services, the Monte Titoli Mandate Agreement, the Agreement for the

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Extension of the Quotaholders' Agreement, the Agreement for the Extension of the Letter of Undertaking, the Deed of Pledge, the Deed of Charge, the Mandate Agreement, the Hedging Guarantee, the Agreement for the Extension of Management Services, the Conditions, the Prospectus and from the date of their execution any documents which are required to be or are executed in the context of the Securitisation; and (ii) following the occurrence of the Portfolio Substitution Event, in addition to documents under item (i) above (other than the Servicing Agreement, which will automatically terminate on the Portfolio Substitution Date), the Master Receivables Purchase Agreement, the servicing agreement of the Underlying Portfolio, the Warranty and Indemnity Agreement, the Collections Guarantee, the Swap Agreement and the master definitions agreement of the Underlying Portfoli.

"Unsettled Receivables" means a Receivable in relation to which, at the beginning or during a Collection Period, there is at least one Delinquent Instalments.

7.2 The definitions of "Dresdner Kleinwort Wasserstein", "Interest Rate Cap Agreement", "Interest Rate Cap Fee", "Interest Rate Cap Providers", "Hedging Guarantee", "Hedging Guarantor" and "Lehman" set out under the Section denominated "Glossary" on page 210 of the Prospectus are cancelled and deemed as not applicable.

Enquiries: SESTANTE FINANCE S.R.L. Via G. Negri, 10 20123 Milan For the attention of Marco Biale Fax: +39 02 29022 365 Email: Marco.Biale@meliorbanca.com