Offering Circular. - SFM

(vi)
(vii)
(viii)
(ix)
sixth, in or towards satisfaction, pro rata and pari passu, of all amounts
due and payable in respect of interest (including any interest accrued
but unpaid) on the Notes at such date;
seventh, in or towards repayment, pro rata and pari passu, of the
Principal Amount Outstanding of the Notes, until repayment in full of
the Notes;
eighth, in or towards satisfaction of any termination payment due and
payable to the Swap Counterparty under the terms of the Swap
Agreement following the occurrence of a Swap Trigger other than
payments referred to under item (v); and
ninth, in or towards satisfaction, pro rata and pari passu, according to
the respective amounts thereof, of all amounts due and payable to
Farmafactoring:
(a)
(b)
(c)
in connection with a limited recourse loan under the Letter of
Undertaking;
under the terms of the Warranty and Indemnity Agreement;
and
in or towards satisfaction, pro rata and pari passu, of all
amounts due and payable to the Originator, in respect of the
Originator’s Claims (if any) under the terms of the Transfer
Agreement,
provided however that if the amount of the monies at any time available to the
Issuer or the Representative of the Noteholders for the payments above shall
be less than 10 per cent. of the Principal Amount Outstanding of all the Notes,
the Representative of the Noteholders may at its discretion invest such monies
in some or one of the investments authorised pursuant to the Intercreditor
Agreement. The Representative of the Noteholders at its discretion may vary
such investments and may accumulate such investments and the resulting
income until the earlier of: (i) the day on which the accumulations, together
with any other funds for the time being under the control of the Representative
of the Noteholders and available for such purpose, amount to at least 10 per
cent. of the Principal Amount Outstanding of all the Notes and (ii) the
Business Day immediately following the service of an Issuer Acceleration
Notice that would have been an Interest Payment Date. Such accumulations
and funds shall then be applied to make the payments above.
The Issuer is entitled, pursuant to the Intercreditor Agreement, to dispose of
the Claims in order to finance the redemption of the Notes following the
delivery of an Issuer Acceleration Notice.
In the event that the Issuer redeems any Notes in whole or in part prior to the
date which is 18 months after the Issue Date, the Issuer will be required to pay
a tax in Italy equal to 20 per cent. of all interest accrued on such principal
amount repaid early up to the relevant repayment date. This requirement will
apply whether or not the redemption takes place following an Event of Default
under the Notes or pursuant to any requirement of the Issuer to redeem Notes
following the service of an Issuer Acceleration Notice in connection with any
such Event of Default. Consequently, following an Event of Default, the Issuer
may, with the consent of the Representative of the Noteholders, and shall, if
so instructed by the Representative of the Noteholders, delay the redemption
16