Obligation Aurora SPV 20 S.r.l 0% ( IT0005283509 ) en EUR

Aurora SPV 20 S.r.l

100.16 % ⇌

Italie

IT0005283509 ( en EUR )

26/11/2041

Prospectus brochure de l'obligation Sunrise SPV 20 S.r.l IT0005283509 en EUR 0%, échéance 26/11/2041

Sunrise SPV 20 S.r.l. est une société à responsabilité limitée italienne spécialisée dans le développement et le financement de projets d'énergie solaire photovoltaïque.

L'Obligation émise par Aurora SPV 20 S.r.l ( Italie ) , en EUR, avec le code ISIN IT0005283509, paye un coupon de 0% par an.
Le paiement des coupons est mensuel et la maturité de l'Obligation est le 26/11/2041

SUNRISE SPV 20 S.R.L.
(incorporated with limited liability under the laws of the Republic of Italy)
Euro 582,100,000 Class A Limited Recourse Consumer Loans Backed Floating Rate Notes due November 2041
Euro 159,500,000 Class B Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
Euro 60,700,000 Class C Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
Euro 28,600,000 Class D Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
Euro 29,500,000 Class E Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
Euro 43,500,000 Class M1 Asset-Backed Fixed Rate Notes due November 2041
Euro 100,000 Class M2 Asset-Backed Fixed Rate and Variable Return Note due November 2041
This prospectus (the "Prospectus") contains information relating to the issue by Sunrise SPV 20 S.r.l. (the "Issuer") on 16 October, 2017, of the Euro
582,100,000 Class A Limited Recourse Consumer Loans Backed Floating Rate Notes due November 2041 (the "Class A Notes" or the "Senior
Notes"), the Euro 159,500,000 Class B Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041 (the "Class B Notes"); the
Euro 60,700,000 Class C Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041 (the "Class C Notes"); the Euro
28,600,000 Class D Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041 (the "Class D Notes"); the Euro 29,500,000
Class E Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041 (the "Class E Notes" and, together with the Class B Notes,
the Class C Notes and the Class D Notes, the "Mezzanine Notes" and, together with the Class A Notes, the "Rated Notes");the Euro 43,500,000 Class
M1 Asset-Backed Fixed Rate Notes due November 2041 (the "Class M1 Notes"); and the Euro 100,000 Class M2 Asset-Backed Fixed Rate and
Variable Return Note due November 2041 (the "Class M2 Note" and, together with the Class M1 Notes, the "Junior Notes" and, together with the
Rated Notes, the "Notes") in the context of a securitisation transaction (the "Securitisation") carried out by the Issuer.
The Issuer is a limited liability company incorporated under the laws of the Republic of Italy under article 3 of Italian law 30 April 1999 No. 130
(Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the "Securitisation Law"), having its registered office at Via Bernina
7, Milan, Italy, Fiscal Code and registration with the Companies Register in Milan No. 10015800963 and registered with the register of special purpose
vehicles (elenco delle società veicolo di cartolarizzazione SPV) held by the Bank of Italy pursuant to article 3, paragraph 3, of the Securitisation
Law, and the order of the Bank of Italy (provvedimento) dated 7 June, 2017 (Disposizioni in materia di obblighi informativi e statistici delle società
veicolo coinvolte in operazioni di cartolarizzazione) under No. 35384.7.
The Issuer may carry out other securitisation transactions in accordance with the Securitisation Law, in addition to the Securitisation to which this
Prospectus refers, subject to certain conditions. This Prospectus is issued pursuant to article 2, paragraph 3 of the Securitisation Law and constitutes a
prospetto informativo for all the Notes in accordance with the Securitisation Law and a prospectus under article 5, paragraph 3, of the EC Directive
2003/71/EC of 4 November 2003, as amended from time to time ("Prospectus Directive").
Application has been made to the Commission de Surveillance du Secteur Financier (the ``CSSF'') for approval of this Prospectus in relation to the
Rated Notes only. By approving this Prospectus, CSSF shall give no undertaking as to the economic and financial soundness of the operation or the
quality or solvency of the Issuer, in accordance with article 7, paragraph 7, of the the Luxembourg Act dated 10 July 2005. Application has been made
to the Luxembourg Stock Exchange for the Rated Notes issued under the Securitisation to be listed on the Official List of the Luxembourg Stock
Exchange (the "Stock Exchange") in accordance with the Prospectus Directive and to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange in accordance with EC Directive 2004/39 (the "Regulated Market").
No application has been made to list the Junior Notes on any stock exchange nor will this Prospectus be approved by the CSSF in relation to the Junior
Notes.
The primary source for the payment of interest and the repayment of principal under the Notes will be collections made in respect of consumer loan
receivables and connected rights (the "Receivables") due under consumer loan agreements and personal loan agreements (the "Consumer Loan
Agreements") granted to the debtors thereunder by Agos Ducato S.p.A. ("Agos" or the "Originator") purchased and to be purchased from time to
time by the Issuer from the Originator pursuant to the terms of a master transfer agreement executed on 18 September, 2017 (the "Master Transfer
Agreement"). Pursuant to the Master Transfer Agreement, the Originator has transferred to the Issuer with effect from the First Purchase Date (as
defined below) an initial portfolio of Receivables (the " Initial Receivables" or the "Initial Portfolio"), the purchase price of which will be paid by
the Issuer out of the proceeds from the issuance of the Notes (see "The Portfolios" below). On each Optional Purchase Date, the Originator may,
pursuant to transfer agreements to be entered into from time to time between the Issuer and the Originator in compliance with the terms of the Master
Transfer Agreement (the "Purchase Notices" and together with the Master Transfer Agreement, the "Transfer Agreements"), sell further portfolios
of Receivables (each a "Subsequent Portfolio") to the Issuer, the purchase price of which will be paid by the Issuer out of the principal amounts
collected in respect of the Receivables. The term "Portfolios" refers to all the Receivables transferred to the Issuer pursuant to the Securitisation and
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the term "Initial Receivables" means, collectively, the Receivables included in the Initial Portfolio and the term "Subsequent Receivables" means,
collectively, the Receivables included in any Subsequent Portfolio.
The Notes and interest accrued on the Notes will not be obligations or responsibilities of any person other than the Issuer.
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 7 (Redemption, purchase and cancellation)). Unless previously redeemed in full in accordance with the Conditions, the Notes will
be redeemed on the Final Maturity Date (as defined below). Repayment of principal in respect of the Notes will be made to the holders of the Class A
Notes (the "Class A Noteholders" or the "Senior Noteholders"), the holders of the Mezzanine Notes (the "Mezzanine Noteholders") and the holders
of the Junior Notes (the "Junior Noteholders", and together with the Senior Noteholders and the Mezzanine Noteholders, the "Noteholders") starting
from the Initial Amortising Date. No payments of principal in respect of any of the Notes will be made to the Noteholders before the Initial
Amortising Date, save as provided in the Conditions. Interest on the Notes will be payable monthly in arrear in Euro on the 27th day of each calendar
month in each year (provided that, if such day is not a day on which the banks are open for business in Milan, Luxembourg and Paris and on which
TARGET2 (being the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared
platform and which was launched on 19 November 2007) or any successor thereto is open (a "Business Day"), the next succeeding Business Day shall
be elected) (each, a "Payment Date"). The first Payment Date falls on 27 December 2017 (the "First Payment Date"). The rate of interest applicable
to the Class A Notes for each period from (and including) a Payment Date to (but excluding) the next succeeding Payment Date (each, an "Interest
Period") shall be equal to the higher of (A) zero; and (B) the rate offered in the Euro Zone Inter-bank market for one month deposits in Euro (the
"Euribor") (or in the case of the Initial Interest Period the rate offered in the Euro Zone Inter-bank market for 2 (two) and 3 (three) months deposits in
Euro), as determined in accordance with Condition 6 (Interest) of the terms and conditions of the Notes (the "Conditions") plus the following margin:
40 bps per annum.
The rate of interest applicable to the Rated Notes for each Interest Period shall be equal to: (a) in respect of the Class B Notes, 0.90% per annum (the
"Class B Note Rate of Interest"); (b) in respect of the Class C Notes, 2.00% per annum (the "Class C Note Rate of Interest"); (c) in respect of the
Class D Notes, 4.50% per annum (the "Class D Note Rate of Interest"); and (d) in respect of the Class E Notes, 6.00% per annum (the "Class E Note
Rate of Interest").
Payments under the Notes may be subject to a substitutive tax, in accordance with Italian legislative decree No. 239 of 1 April 1996, as subsequently
amended (the "Decree No. 239"). Upon the occurrence of any withholding or deduction for or on account of tax, whether or not in the form of a
substitutive tax, from any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount to
any holder of Notes of any Class. The Issuer has no assets other than those described in this Prospectus.
Class A Notes are expected, on issue, to be rated, respectively "Aa2(sf)" by Moody's Investors Service Limited ("Moody's") and "AA (high) (sf)" by
DBRS Ratings Limited ("DBRS" and, together with Moody's, the "Rating Agencies"). Class B Notes are expected, on issue, to be rated, respectively
"A1(sf)" by Moody's and "A (sf)" by DBRS. The Class C Notes are expected, on issue, to be rated, respectively, "Baa2(sf)" by Moody's and "BBB
(sf)" by DBRS. The Class D Notes are expected, on issue, to be rated, respectively, "Ba2(sf)" by Moody's and "BB (sf)" by DBRS. The Class E Notes
are expected, on issue, to be rated, respectively, "B1(sf)" by Moody's and "B (sf)" by DBRS. The Junior Notes will not be assigned a rating. The credit
ratings included or referred to in this Prospectus have been issued by Moody's 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 revision or withdrawal by the assigning rating
organisation.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are
subject to United States tax law requirements. The Notes are being offered only outside the United States ("U.S.") in compliance with
Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act. For a description of certain restrictions on resales or transfers, see "Subscription and Sale".
The Notes will be in bearer form and will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof,
by Monte Titoli S.p.A. with registered office at Piazza degli Affari, 6, 20123 Milan, Italy ("Monte Titoli") for the account of the relevant Monte Titoli
Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts
on behalf of their customers with Monte Titoli and includes any depository banks appointed by Clearstream Banking, société anonyme, Luxembourg
2

("Clearstream") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"). Monte Titoli shall act as depository for Euroclear
and Clearstream. Title to the Notes will be evidenced by one or more book entries in accordance with the provisions of (i) article 83-bis and ff. of the
Legislative Decree no. 58 of 24 February 1998 and and (ii) the Joint Resolution (as defined below), each as amended and supplemented from time to
time. No physical document of title will be issued in respect of the Notes.
The Originator will retain a material net economic interest of at least 5% in the Securitisation in accordance with article 405 of Regulation (EU) No.
575/2013, referred to as the Capital Requirements Regulation ("CRR"), and article 51 of Delegated Regulation (EU) No.231/2013, reffered to as
Alternative Investment Fund Manager Regulation ("AIFMR"). For such purposes, the Originator undertakes to the Issuer, to the Representative of the
Noteholders and the Joint Lead Managers that it will retain at the Issue Date and maintain (on a ongoing basis) a material net economic interest of not
less than 5% in the Securitisation through the holding of at least 5% of the nominal value of each Class of Notes in accordance with option (1)(a) of
article 405 of the CRR, option (1)(a) of article 51 of the AIFMR and option (2)(a) of article 254 of the Regulation 2015/35.
Please refer to the section entitled "Regulatory Disclosure and Retention Undertaking" for further information.
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.
The date of this Prospectus is 13 October, 2017

Joint Arrangers
Joint Lead Managers
Crédit Agricole Corporate & Investment Bank, Milan branch
Crédit Agricole Corporate & Investment Bank
and
and
Banca Akros S.p.A.
Banca Akros S.p.A.
and
Mediobanca S.p.A.
and
Banca IMI S.p.A.
3

The receivables acquired and transferred on the First Purchase Date under the Master Transfer Agreement
and the receivables to be acquired and transferred on each Optional Purchase Date under the relevant
Purchase Notice (together, the "Receivables") have characteristics that demonstrate capacity to produce
funds to serve payments due and payable on the Notes. However, Agos, the Issuer, the Joint Arrangers, the
Joint Lead Managers, the Representative of the Noteholders and the Listing Agent and any other party to the
Transaction Documents do not warrant the solvency (credit standing) of the Debtors.
This Prospectus should be read and construed together with any other document incorporated by reference
herein.
The distribution of this Prospectus and the offer, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus (or any part thereof) comes, are required
by the Issuer, the Joint Arrangers and the Joint Lead Managers to inform themselves about, and to observe,
any such restrictions. For a description on certain restrictions on offers and sales of Notes and on the
distribution of this Prospectus, see "Subscription and Sale".
In particular, the Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons (see "Subscription and Sale"). Neither this Prospectus nor any part of it constitutes
an offer, and may not be used for the purpose of an offer, to sell any of the Notes, or a solicitation of any
offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or
solicitation is not authorised or is unlawful.
Each initial and each subsequent purchaser of a Note will be deemed, by its acceptance of such Note, to have
made certain acknowledgements, representations and agreements intended to restrict the resale or other
transfer thereof as described in this Prospectus and, in connection therewith, may be required to provide
confirmation of its compliance with such resale or other transfer restrictions in certain cases. See
"Subscription and Sale".
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such
information is true and does not omit anything likely to affect the import of such information.
With respect to information in this Prospectus that has been extracted from a third party source, the Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Although the Issuer believes that the external sources used
are reliable, the Issuer has not independently verified the information provided by such sources.
The Originator accepts responsibility for the information contained in this Prospectus in the sections headed
"The Portfolios", "The Originator and the Servicer", "The procedures" and "Regulatory Disclosure and
Retention Undertaking". The Originator accepts responsibility for such information also where replicated in
other parts of the Prospectus. To the best of the knowledge and belief of the Originator (which has taken all
reasonable care to ensure that such is the case), such information is true and does not omit anything likely to
affect the import of such information.
Crédit Agricole Corporate & Investment Bank, Milan branch accepts responsibility for the information
contained in this Prospectus in the section headed "The Account Bank, the Calculation Agent, the Cash
Manager, the Securitisation Administrator and the Principal Paying Agent". Crédit Agricole Corporate &
Investment Bank, Milan branch accepts responsibility for such information also where replicated in other
parts of the Prospectus. To the best of the knowledge and belief of Crédit Agricole Corporate & Investment
Bank, Milan branch (which has taken all reasonable care to ensure that such is the case), such information is
true and does not omit anything likely to affect the import of such information.
Crédit Agricole Corporate & Investment Bank accepts responsibility for the information contained in this
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Prospectus in the section headed "The Hedging Counterparty". Crédit Agricole Corporate & Investment
Bank accepts responsibility for such information also where replicated in other parts of the Prospectus. To
the best knowledge and belief of Crédit Agricole Corporate & Investment Bank (which has taken all
reasonable care to ensure that such is the case), such information is true and does not omit anything likely to
affect the import of such information.
No person is or has been authorised to give any information or to make any representation not contained in
this Prospectus and, if given or made, such information or representation must not be relied upon as having
been authorised by or on behalf of the Joint Arrangers, the Representative of the Noteholders, the Issuer, the
Corporate Servicer, the Stichting Corporate Services Provider, the Account Bank, the Joint Lead Managers,
the Principal Paying Agent, the Securitisation Administrator, the Calculation Agent (as described in
"Summary - Relevant Parties") or Agos (in any capacity). None of the aforementioned relevant parties, other
than the Issuer and the Originator to the extent set forth above (and, to the extent set forth above, Crédit
Agricole Corporate & Investment Bank, Milan branch and Crédit Agricole Corporate & Investment Bank),
accepts responsibility for the accuracy or completeness of the information contained in this Prospectus.
Neither the delivery of this Prospectus, nor any offer, sale or allotment made in connection with the offering
of any of the Notes shall, under any circumstances, constitute a representation or imply that there has been
no change in the information contained herein since the date hereof or that the information contained herein
is correct as at any time subsequent to the date hereof.
Neither the Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders, the Principal
Paying Agent nor any of their respective affiliates have separately verified the information contained herein,
and accordingly neither the Joint Arrangers, the Joint Lead Managers, the Representative of the Noteholders,
the Principal Paying Agent nor any of their respective affiliates make any representation, recommendation or
warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the
information contained herein or in any further information, notice or other document which may at any time
be supplied in connection with the Notes or their distribution, or the future performance and adequacy of the
Notes, and none of them accepts any responsibility or liability therefor. Neither the Joint Arrangers, the Joint
Lead Managers, the Representative of the Noteholders, the Principal Paying Agent nor any of their respective
affiliates undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of
any information coming to their attention.
None of the Joint Arrangers or the Joint Lead Managers accepts any responsibility for the information
contained in this Prospectus or any other information provided by the Issuer in connection with the Notes nor
accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due
on the Notes.
In addition, none of the Issuer, the Joint Arrangers, the Joint Lead Managers or any other party to the
Transaction Documents other than Agos has undertaken or will undertake any investigations, searches or
other actions to verify the details of the Portfolios sold to the Issuer, nor has any of the Issuer, the Joint
Arrangers, the Joint Lead Managers or any other party to the Transaction Documents (other than Agos)
undertaken, nor will they undertake, any investigations, searches, or other actions to establish the existence
of any of the monetary claims in the Portfolios or the creditworthiness of any Debtor.
The Notes shall be direct, secured limited recourse obligations solely of the Issuer. In particular, the Notes
shall not be obligations or responsibilities of, or guaranteed by, any of the Joint Arrangers or the Joint Lead
Managers or any other party to the Transaction Documents other than the Issuer.
The Class A Notes are intended to be held in a manner which would allow Euro-system eligibility pursuant
to and for the purposes of the Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014
(the "Guideline"). This means that the Class A Notes are intended upon issue to be held in dematerialized
form, settled and evidenced as book entries with Monte Titoli S.p.A. ("Monte Titoli") - acting as depository
for Euroclear and Clearstream - that constitutes a securities settlement system ("SSS") which has been
5

positively assessed as eligible pursuant to the Eurosystem User Assesment Framework. However, this does
not necessarily mean that the Class A Notes will be recognised as eligible collateral for the purposes of the
Guideline by the Euro-system either upon issue or at any or all times during their life. Such recognition will
depend upon satisfaction of all the Euro-system eligibility criteria provided for by the Guideline. It is
expected that the Mezzanine Notes and the Junior Notes will not satisfy the Euro-system eligibility criteria
provided for by the Guideline.
The Issuer gives no representation, warranty, confirmation or guarantee to any investor in the Class A Notes
that the Class A Notes will, either upon issue or at any time prior to redemption in full, satisfy all or any of
the requirements for Euro-system eligibility and be recognised as Euro-system eligible collateral pursuant
and for the purposes of the Guideline. Any potential investor in the Class A Notes should make their own
conclusions and seek their own advice with respect to whether or not the Class A Notes constitute Euro-
system eligible collateral pursuant and for the purposes of the Guideline.
6

CAPITALISED TERMS USED IN THIS PROSPECTUS; CURRENCY REFERENCES
From time to time capitalised terms are used in this Prospectus and in the Transaction Documents. Each of
those capitalised terms has the meaning assigned to it in the "Glossary of Terms" as amended from time to
time. Certain monetary amounts and currency translations included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which precede them.
All references in this Prospectus to "Euro", "EUR" and "cents" are to the single currency introduced in the
member states of the European Community which adopted the single currency in accordance with the Treaty
of Rome of 25 March 1957, as amended.
7

TABLE OF CONTENTS

RISK FACTORS .................................................................................................................................. 9
DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 36
STRUCTURE DIAGRAM ................................................................................................................ 37
GENERAL DESCRIPTION OF THE TRANSACTION ................................................................ 38
THE PRINCIPAL FEATURES OF THE NOTES .......................................................................... 40
CREDIT STRUCTURE .................................................................................................................... 74
THE PORTFOLIOS ......................................................................................................................... 76
THE ORIGINATOR AND THE SERVICER .................................................................................. 84
USE OF PROCEEDS ....................................................................................................................... 93
THE ISSUER .................................................................................................................................... 94
REGULATORY DISCLOSURE AND RETENTION UNDERTAKING ........................................ 96
THE ISSUER ACCOUNTS .............................................................................................................. 98
THE ACCOUNT BANK, THE CALCULATION AGENT, THE CASH MANAGER, THE
SECURITISATION ADMINISTRATOR AND THE PRINCIPAL PAYING AGENT ................. 103
THE HEDGING COUNTERPARTY ............................................................................................. 104
TRANSACTION DOCUMENTS.................................................................................................... 105
TERMS AND CONDITIONS OF THE NOTES ........................................................................... 125
TAXATION IN THE REPUBLIC OF ITALY ................................................................................ 196
SUBSCRIPTION AND SALE ........................................................................................................ 201
GENERAL INFORMATION ......................................................................................................... 203
GLOSSARY OF TERMS ................................................................................................................ 205
8

RISK FACTORS
The following factors may affect the Issuer's ability to fulfil its obligations under the Notes. Some 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.
An investment in the Notes involves risks. The factors described below are the principal risks that the Issuer
considers to be material. However, there may be additional risks of which the Issuer is not currently aware
or that 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, and any of these risks could also have a negative effect on
the Issuer's ability to fulfil its obligations under the Notes. In addition, if any of the following risks, or any
other risk not currently known, actually occurs, the trading price of the Notes could decline and Noteholders
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, 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.
Words and expressions defined in the Conditions have the same meaning in this section.
Prospective investors should read the entire Prospectus and any document incorporated by reference.
RISK FACTORS RELATING TO THE ISSUER
Liquidity and Credit Risk
The Issuer will be subject to the risk that any payments due by the Debtors under the Consumer Loans are
paid after the scheduled payment dates.
The Issuer will be subject to the further risk of failure by the Servicer to collect or recover sufficient funds in
respect of the Portfolios in order to discharge all amounts payable under the Notes when they fall due, as
well as to the risk of default in payment by the Debtors and failure to realise or recover sufficient funds in
respect of the Delinquent Receivable or Defaulted Receivables in order to discharge all amounts due by the
Debtors under the relevant Consumer Loans. These risks are mitigated by the liquidity and credit support
provided: (a) in respect of the Class A Notes, by the Mezzanine Notes of each Class and the Junior Notes and
by the Rata Posticipata Reserve Required Amount, the Payment Interruption Risk Reserve Required
Amount, the Cash Reserve Required Amount and the Commingling Amount; (b) in respect of the Class B
Notes, by the Class C Notes, the Class D Notes, the Class E Notes and the Junior Notes; (c) in respect of the
Class C Notes, the Class D Notes, the Class E Notes and the Junior Notes; (d) in respect of the Class D
Notes, the Class E Notes and the Junior Notes; (e) in respect of the Class E Notes, by the Junior Notes; and
(f) to a lesser extent in respect of all Classes of Rated Notes, by the Rata Posticipata Reserve Required
Amount, the Payment Interruption Risk Reserve Required Amount, the Cash Reserve Required Amount and
the Commingling Amount.
However, in each case, there can be no assurance that the levels of collections and recoveries received from
the Portfolios together with such credit and liquidity support will be adequate to ensure timely and full
receipt of amounts due under the Notes.
Commingling Risk
See Section headed "Commingling Risk" under "Risk Factors Risk Factors relating to the Securities",
below.
Interest Rate Risk
See Section headed "Interest Rate Risk" under "Risk Factors Risk Factors relating to the Securities",
below.
9

Tax treatment of the Issuer
Taxable income of the Issuer is determined, without any special rights, in accordance with the Italian
Presidential Decree No. 917 of 22 December, 1986 as subsequently amended. Pursuant to the general rules
the basic criteria (presupposto) for the application of corporate income taxes is the possession (possesso) by
the Issuer of business income. Such taxable income should be calculated on the basis of the total net income
as resulting from the Issuer's statutory income statement, subject to such adjustments as are specifically
provided for by applicable income tax rules and regulations. The qualification, accrual and definition criteria
provided for under applicable accounting principles are also relevant for tax purposes.
The Revenue Agency, through Circular No. 8/E of 6 February 2003, has taken the position that the Issuer
cannot be deemed to have possession (possesso), in the meaning of article 72 of Presidential Decree No. 917
of 22 December, 1986, of the assets and liabilities acquired and assumed by the Issuer in connection with the
Securitisation, with the consequence that only amounts, if any, available to a securitisation vehicle after fully
discharging its obligations towards its noteholders and other creditors in respect of costs, fees and expenses
in relation to the relevant securitisation transaction should be imputed for tax purposes to the same
securitisation vehicle.
It is possible, however, that the Ministry of Finance or another competent authority may issue regulations,
letters or rulings relating to the Securitisation Law which might alter or affect the tax position of the Issuer as
described above in respect of all or certain of its revenues and/or items of income also through the non-
deduction of costs and expenses.
The interest accrued on any account opened by the Issuer in the Republic of Italy, with the Italian Account
Bank or another bank resident in Italy for tax purposes or an Italian branch of a non-Italian bank, will be
subject to withholding tax on account of Italian corporate income tax which, as at the date of this Prospectus,
is levied at the rate of 26 per cent.
Further Securitisations
The Issuer may, by way of a separate transaction, with prior written consent of the Representative of the
Noteholders and subject to the other conditions set out in the Conditions, purchase and securitise further
portfolios of monetary claims in addition to the Receivables (each a "Further Securitisation").
Under the terms of article 3 of the Securitisation Law, the assets relating to each securitisation transaction
carried out by a company are stated to be segregated from all other assets of the company and from those
related to each other securitisation transaction, and, therefore, on a winding-up of such a company, such
assets will only be available to holders of the notes issued to finance the acquisition of the relevant
receivables and to certain creditors claiming payment of debts incurred by the company in connection with
the securitisation. Accordingly, the right, title and interest of the Issuer in and to the Receivables and the
other Issuer's Rights should be segregated from all other assets of the Issuer (including, for the avoidance of
doubt, any other portfolio purchased by the Issuer pursuant to any Further Securitisation) and amounts
deriving therefrom should be available on a winding-up of the Issuer only to satisfy the obligations of the
Issuer to the holders of the Notes and the payment of any amounts due and payable to the Other Issuer
Creditors any other third-party creditors in respect of any taxes, costs, fees, expenses or liabilities incurred by
the Issuer in relation to the securitisation of the Receivables.
Although the Securitisation Law provides for the assets relating to a securitisation transaction carried out by
the Issuer to be segregated and separated from those of the Issuer or of other securitisation transactions
carried out by the Issuer, this segregation principle will not extend to the Tax treatment of the Issuer and
should not affect the applicable methods of calculation of the net taxable income of the Issuer.
RISK FACTORS RELATING TO THE SECURITIES
Source of Payments to Noteholders
The Notes constitute direct, secured and limited recourse obligations solely of the Issuer. In particular, the
10

Document Outline

#1">Euro 582,100,000 Class A Limited Recourse Consumer Loans Backed Floating Rate Notes due November 2041
#1">Euro 159,500,000 Class B Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
#1">Euro 60,700,000 Class C Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
#1">Euro 28,600,000 Class D Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
#1">Euro 29,500,000 Class E Limited Recourse Consumer Loans Backed Fixed Rate Notes due November 2041
#1">Euro 43,500,000 Class M1 Asset-Backed Fixed Rate Notes due November 2041
#1">Euro 100,000 Class M2 Asset-Backed Fixed Rate and Variable Return Note due November 2041
#9">Liquidity and Credit Risk
#9">Commingling Risk
#9">See Section headed Commingling RiskŽ under Risk Factors … Risk Factors relating to the SecuritiesŽ, below.
#9">Interest Rate Risk
#10">Tax treatment of the Issuer
#10">Further Securitisations
#11">Performance of the Portfolios
#12">No Independent Investigation in relation to the Receivables
#12">Although the parties to the Warranty and Indemnity Agreement have expressly agreed that claims for breach of representations and warranties given by the Originator within the context of the Securitisation may be pursued until the Cancellation Date, it...
#12">Recoveries under the Consumer Loans
- #13">Liquidity and Credit Risk
#14">Commingling Risk
#14">Interest Rate Risk
- #15">Accordingly:
- #15">(i) any termination payment payable by the Issuer to the Hedging Counterparty, other than any termination payment due to the Hedging Counterparty following the occurrence of a termination event under the Hedging Agreement for which the Hedging Counter...
- #15">(ii) any termination payment not included in the previous paragraph, payable by the Issuer to the Hedging Counterparty, will be made after payments due on the Rated Notes in accordance with the relevant Priority of Payments.
- #15">If the Hedging Agreement is terminated for any reason, the Issuer may, although no assurance can be given that the Issuer will be able to, enter into a replacement swap agreement that will provide the Issuer with the same level of protection as the He...
- #15">Limited Enforcement Rights
- #28">Limited Nature of Credit Ratings assigned to the Notes
- #29">Potential Conflicts of Interest
- #34">Change of law
- #35">Projections, Forecasts and Estimates
#70">TRANSFER AND ADMINISTRATION OF THE PORTFOLIOS
- #74">Upon issue it is expected that:
  - #74">(i) the Class A Notes will be rated Aa2(sf)Ž by Moodys and AA (high) (sf)Ž by DBRS;
  - #74">(ii) the Class B Notes will be rated A1(sf)Ž by Moodys and A (sf)Ž by DBRS;
  - #74">(iii) the Class C Notes will be rated Baa2(sf)Ž by Moodys and BBB (sf)Ž by DBRS;
  - #74">(iv) the Class D Notes will be rated Ba2(sf)Ž by Moodys and BB (sf)Ž by DBRS;
  - #74">(v) the Class E Notes will be rated B1(sf)Ž by Moodys and B (sf)Ž by DBRS;
  - #74">(vi) the Junior Notes will be unrated.
- #74">Pursuant to the terms of the Cash Allocation, Management and Payments Agreement, the Issuer has opened the Issuer Accounts (see section the Issuer AccountsŽ below).
- #74">Eligible Investments, if consisting in securities, will be deposited in the Securities Account which may be opened by the Issuer for such purposes, in accordance with the Cash Allocation, Management and Payments Agreement.
- #75">It is understood that the Eligible Investments shall not include (i) the Notes or other notes issued in the context of transactions related to the Securitisation or other securitisation transactions nor (ii) credit-linked notes, swaps or other derivat...
- #75">All the Collections are paid to Agos in its capacity as Servicer of the Portfolios. Pursuant to the terms of the Servicing Agreement the Servicer shall collect from the Debtor the amounts owed by the Debtor in respect of the relevant Receivable; the S...
#88">(i) The request may arrive at the centralized acceptance department of Agos by fax (sent by the dealers) or, more frequently, by an Internet form (throughout dedicated software).While, for personal loans most of the requests are recorded in the IT sys...
#88">(ii) The information required for the assessment of the deals (by centralized acceptance department or by branches) can be divided into four areas:
#88">(a) personal information about the debtor (name, address, age, job, etc.);
#88">(b) information about the asset to be financed (in case of specific purpose financing);
#88">(c) data about the financing contract;
#88">(d) information about the economic situation of the debtor
#88">(e) Bank information for requests from BBPM e Cariparma (IMR, PD).
#88">(iii) The main checks carried out by Agos concern:
#88">(a) the possible insolvency of the potential client (internal performances with other products if any);
#88">(b) the last unpaid instalments (bad customers data base of all financial companies - CTC) and the total indebtedness with the Italian financial system resulting from private positive credit bureau - Crif;
#88">(c) results of CRIF Credit Bureau score
#88">(d) the internal database providing the list of the people whom, for any reason, Agos does not want as customers;
#88">(e) the information supplied by the potential client;
#88">(f) evaluation of the request based on specific Credit Rules leveraging on the automated Decisional Engine;
#88">(g) Anti-frauds controls based on rules inserted in the system and automatic controls that stop or reject the contracts.
#88">(iv) The above verifications are carried out by automated means and, at the end of the process, a score and the assignment of automatic Policy Rules are applied to each file. At this point the operator, with the score and the Policy rules applied to t...
#88">1) Final score of the contract;
#88">2) Policy override: maximum level of credit policy rules that can be overridden by the analyst in the approval process;
#88">3) Amount of the loan that is requested;
#89">4) Total exposure (outstanding) of the costumer including Agos exposure and exposure pointed out by the Positive Credit bureau.
#89">5) Positive Credit Bureau score of the contract.
#89">The payment means accepted by Agos are:
#89">a. SDD (SEPA core Direct Debit to customer bank account)
#89">b. Postal payment
#89">The correct payment of each installment is checked each day following the payment; if the payment is not duly made (it means that the direct debit amount initially credited to Agos is not confirmed), the position is re-opened in the booking system of ...
#89">Everyday Agos receives from Poste Italiane a file via FTP of the bulletins paid on average two days before; the file is processed automatically in order to match the payment with the relevant credit. In addition Agos may display and check through an I...
#89">The customer contacts Agos informing that he/she is willing to repay the whole contractual amount. The client is subject to pay to Agos a penalty (up to 1% on the outstanding amount of the loan) except for the flexible products known as DuttilioŽ (on...
#90">Credit recovery
#90">(v)
#90">(vi)
#91">Recovery Process … Management pre-DBT
#91">Recovery Process - Management post-DBT.
#91">Source: Agoss internal data
#91">Credit Insurance
#92">Internal Control System and Compliance management
#92">Furthermore, Agos Ducato has adopted an organizational and management Model under Law-Decree 231/2001.
- #94">Corporate purpose pursuant to By-Laws
- #94">Covenants
- #95">Quota Capital
#95">Save for the foregoing, at the date of this document, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mo...
#95">Financial Statements of the Issuer and the Independent Auditors Report
#95">Since the date of its incorporation, no financial statements have been issued by the Issuer.
#95">Independent Auditors
#108">Adjustment of the Purchase Price
#108">Clean Up Purchase Option
#109">Partial Purchase Option
#110">General
#111">Description of the Warranty and Indemnity Agreement
#116">Description of the Servicing Agreement
- #122">Pursuanto to clause 4.7 of the Cash Allocation, Management and Payments Agreement, provided that and from the date on which the conditions specified under Clause 4.8 thereof (as summarized below) have been satisfied, on each day the Cash Manager may i...
- #122">(i) the Securities Account (and any ancillary account related thereto) is opened by the Issuer with a Depository Bank;
- #122">(ii) a pledge (or other similar security interest) is granted by the Issuer over such Eligible Investments in favour of the Issuer Creditors, under an agreement to be entered into between the Issuer, the Depository Bank and the Representative of the N...
- #122">(iii) a legal opinion is issued by a reputable law firm confirming that the Security Agreement constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the relevant jurisdicti...
- #122">(iv) the Depository Bank accedes to the Intercreditor Agreement and the Cash Management, Allocation and Payments Agreement by means of an accession letter to be entered into between the Issuer, the Depository Bank and the Representative of the Notehol...
#122">Description of the Intercreditor Agreement
#123">Description of the Commingling Reserve Facility Agreement
- #128">(a) the Positive Price Adjustment and/or the Partial Purchase Option Purchase Price (if any) paid by the Originator and any purchase price paid by the Originator under article 16 of the Master Transfer Agreement;
- #128">(b) any amount paid by Agos under the Warranty and Indemnity Agreement; and
- #128">(c) any amount paid pursuant to article 5.2 of the Servicing Agreement.
#193">(iv) any sums paid into the segregated accountsŽ (i.e. accounts purportedly segregated from the asset of the bank) can be freely and immediately disposed of by the SPV to meet its payment obligations to the noteholders, the hedging counterparties cov...
#193">(v) should any insolvency procedure be opened against the relevant servicer as account-holder, no suspension of payments will affect the moneys standing to the credit of the segregated accountsŽ, nor any sums that will be credited during the insolven...
#193">(vi) similarly, no actions are permitted by the creditors of the servicers or sub-servicer on the accounts opened with it as account-holder, other than for amounts exceeding the moneys due to the SPV under the securitisation. Should any insolvency pro...