Offering Circular. - SFM

SPECIAL CONSIDERATIONS
The following is a summary of certain aspects of the issue of the Notes of which prospective Noteholders
should be aware. This summary is not intended to be exhaustive and prospective Noteholders should also
read the detailed information set out elsewhere in this Offering Circular and the Transaction Documents and
reach their own views prior to making any investment decision.
Source of payments to Noteholders
The Notes will be limited recourse obligations solely of the Issuer. In particular, the Notes will not be
obligations or responsibilities of, or be guaranteed by, the Representative of the Noteholders, the Agent
Bank, the Account Bank, the Paying Agents, the Luxembourg Listing Agent, the Corporate Services
Provider, the Stichtingen Corporate Services Provider, the Computation Agent, the Swap Counterparty, the
Swap Guarantor, Farmafactoring (in any capacity), the Joint Lead Managers, the quotaholders of the Issuer
or any other person. None of such persons accepts any liability whatsoever in respect of any failure by the
Issuer to make any payment of any amount due on the Notes.
The Issuer’s principal assets are the Claims. The Issuer will not, as at the Issue Date, have any significant
assets other than the Claims and its rights under the Transaction Documents to which it is a party.
The ability of the Issuer to meet its obligations in respect of the Notes will be dependent on, inter alia, the
timely payment of amounts due under the Delegations of Payment by the Region, the receipt by the Issuer
of Collections and recoveries from the Portfolio and any other amounts payable to the Issuer pursuant to the
terms of the Transaction Documents to which it is a party, any amounts received by it from any Eligible
Investments made by it or on its behalf, as well as on the receipt of any payments required to be made by the
Swap Counterparty or the Swap Guarantor under, respectively, the Swap Agreement or the Swap Guarantee.
Consequently, there is no assurance that, over the life of the Notes or at the redemption date of any Notes
(whether on maturity or upon redemption by acceleration of maturity upon the occurrence of an Event of
Default or otherwise), there will be sufficient funds to enable the Issuer to pay interest when due on the Notes
and/or to repay the outstanding principal on the Notes in full.
Upon enforcement of the Note Security, the Representative of the Noteholders will have recourse only to the
Claims and to the Note Security. Other than as provided in the Warranty and Indemnity Agreement, the
Transfer Agreement, the Servicing Agreement and the Letter of Undertaking, the Issuer and the
Representative of the Noteholders will have no recourse to the Originator or any other entity including, but
not limited to, in circumstances where the proceeds received by the Issuer from the enforcement of any
particular Claim are insufficient to repay in full the Claim in respect of such Claim.
If, upon default by the Region or any other debtor under the Claims and after the exercise by the Servicer of
all the remedies in respect of such Claims set out in the Servicing Agreement, the Issuer does not receive the
full amount due from the Region or any other debtor under the Claims, then Noteholders may receive by way
of principal repayment an amount less than the face value of their Notes and the Issuer may be unable to pay
in full interest due on the Notes.
No independent investigation in relation to the Portfolio
None of the Issuer, the Joint Lead Managers or any other party to the Transaction Documents or the Interim
Documents (other than Farmafactoring) has undertaken or will undertake any investigation, searches or other
actions to verify the details of the Claims and the Portfolio, nor has any of such persons undertaken, nor will
any of them undertake, any investigations, searches or other actions to establish the creditworthiness of the
Region or any other debtor under the Claims.
The Issuer will rely instead on the representations and warranties given by the Originator in the Warranty
and Indemnity Agreement and in the Transfer Agreement. The only remedies of the Issuer in respect of the
occurrence of a breach of a representation and warranty which materially and adversely affects the value of
a Claim will be the requirement that the Originator indemnifies the Issuer for the damage deriving therefrom
or repurchases the relevant Claim. See “The Warranty and Indemnity Agreement and the Put Option
20