Offering Circular. - SFM

In return for the services so provided, the Computation Agent will receive a
fee as agreed on the Signing Date between the Issuer and the Computation
Agent, payable semi-annually in arrear by the Issuer on each Interest Payment
Date in accordance with the Priority of Payments.
4. The Accounts
The Accounts
Pursuant to the terms of the Account Bank Agreement, the Issuer has opened
with the Account Bank the following bank accounts:
(a)
(b)
(c)
(d)
a dual account which is (i) a euro-denominated cash account into
which all amounts paid by the Region under the Delegations of
Payment and by the Health Authorities under the Settlement
Agreement or under the Contracts will be credited and (ii) a securities
custody account into which all Eligible Investments purchased with
monies standing to the credit of this account will be deposited, and the
cash balance of which will be transferred to the Payments Account on
the fourth Business Day prior to each Interest Payment Date (the
“Collection Account”);
a euro-denominated cash account into which, inter alia, (i) the
Account Bank will be required to transfer four Business Days prior to
each Interest Payment Date the balance standing to the credit of the
Collection Account; (ii) the Account Bank will be required to transfer
on the fourth Business Day prior to each Interest Payment Date part or
all of the cash balance standing to the credit of the Expense Account
and the Expenses Reserve Account as set out in the Account Bank
Agreement and (iii) the Swap Counterparty is required to make any
payment due to the Issuer under the Swap Agreement (the “Payments
Account”). Immediately before each Interest Payment Date, an
amount equal to the amount payable in respect of interest and principal
under the Notes on the immediately following Interest Payment Date
will be transferred from the Payments Account to the Italian Paying
Agent Account. The remaining credit balance of the Payments
Account will be used on each Interest Payment Date to make payments
to the Other Issuer Creditors in accordance with the applicable Priority
of Payments;
a dual account which is (i) a euro-denominated cash account into
which the Issuer will deposit h332,111.14 on or immediately before
the Issue Date and (ii) a securities custody account into which all
Eligible Investments purchased with monies standing to the credit of
this account will be credited (the “Expense Account”). A certain
portion of the balance standing to the credit of the Expense Account
will be transferred to the Payments Account on the fourth Business
Day prior to each Interest Payment Date and on any other day as
directed by the Computation Agent;
a dual account which is (i) a euro-denominated cash account into
which the Issuer will deposit h262,350.86 on or around the Issue Date
from the Payments Account out of the first payment from the Swap
Counterparty to the Issuer under the Swap Agreement and (ii) a
securities custody account into which all Eligible Investments
purchased with monies standing to the credit of this account will be
credited (the “Expenses Reserve Account”). Amounts standing to the
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