Eridano II SPV Srl (Re-Financing): 23 October 2020

A re-financing of the earlier Eridano II, which closed on 28 February 2019.

The net proceeds of the issuance of the Notes will be applied by the Issuer on the Issue Date to:

(i) redeem in full (together with any accrued but unpaid interest thereon) the Class A1 Asset Backed Partly Paid Floating Rate Notes due May 2035, the Class A2-R Asset Backed Partly Paid Floating Rate Notes due May 2035, the Class A3 Asset Backed Partly Paid Floating Rate Notes due May 2035, the Class B Asset Backed Partly Paid Floating Rate Notes due May 2035 and the Class C Asset Backed Partly Paid Floating Rate and Variable Return Notes due May 2035;

(ii) finance the Purchase Price of the Additional Subsequent Portfolio;

(iii) replenish the Cash Reserve Amount up to (but not exceeding) the applicable Cash Reserve Required Amount;

(iv) replenish the Prepayment Reserve Amount up to (but not exceeding) the applicable Prepayment Reserve Required Amount; and

(v) pay certain up-front fees, costs and expenses due by the Issuer on the Issue Date.

EU Risk Retention: ViViBanca, in its capacity as originator in respect of the ViViBanca Receivables, has undertaken that, from the Issue Date, it will retain, on an on-going basis, a material net economic interest of not less than 5% in the Securitisation.

US Risk Retention: ViViBanca does not intend to retain at least 5% of the credit risk of the Issuer for the purposes of the U.S. Risk Retention Rules, but rather intends to rely on an exemption provided for in Section __.20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.

STS: The Securitisation is intended to qualify as a simple, transparent and standardised (STS) securitisation within the meaning of Article 18 of Regulation (EU) no. 2402 of 12 December 2017.