Offering Circular. - SFM

Suitability
Structured securities, such as the Notes, are sophisticated instruments, which can involve a significant degree
of risk. Prospective investors in Notes should ensure that they understand the nature of the Notes and the
extent of their exposure to the relevant risk. Such prospective investors should also ensure that they have
sufficient knowledge, experience and access to professional advice to make their own legal, tax, accounting
and financial evaluation of the merits and risks of investment in the Notes and that they consider the
suitability of the Notes as an investment in light of their own circumstances and financial condition.
Liability under the Notes
The Notes will be limited recourse obligations solely of the Issuer and will not be the responsibility of, or
be guaranteed by, any other entity. In particular, the Notes will not be obligations or responsibilities of, or be
guaranteed by, the Corporate Services Provider, the Stichtingen Corporate Services Provider, the
Representative of the Noteholders, the Computation Agent, the Italian Paying Agent, the Account Bank, the
Agent Bank, the Servicer, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Originator, the
Financing Party, the Joint Lead Managers or 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.
Relationship between Noteholders and the Other Issuer Creditors
Under Condition 10 (Events of Default), the Representative of the Noteholders is not obliged to serve to the
Issuer an Issuer Acceleration Notice declaring the Notes to be due and payable, unless it is directed to do so
either:
(a)
(b)
in writing by the holders of at least 75 per cent. of the Principal Amount Outstanding of the Notes; or
by an Extraordinary Resolution of the holders of the Notes,
and in addition, in each case, provided that it is indemnified and/or secured to its satisfaction against all
liabilities and all costs and expenses (provided that supporting documents are delivered) which it may incur
in so doing. In addition, following an Event of Default pursuant to Condition 10(a)(ii) (Breach of other
obligations), the Representative of the Noteholders must certify to the Issuer that the occurrence of such
event is in its opinion materially prejudicial to the interests of the Noteholders.
Claims of creditors of the Issuer
Without prejudice to the right of the Representative of the Noteholders to enforce the Note Security, the
Conditions contain provisions stating, and each of the Other Issuer Creditors have undertaken pursuant to the
Intercreditor Agreement, that no Noteholder or Other Issuer Creditor will petition or begin proceedings for
a declaration of insolvency against the Issuer until one year and one day after the earlier of (a) the
Cancellation Date and (b) the day on which the Notes have been paid in full. There can be no assurance that
each and every Noteholder and Other Issuer Creditor will honour its contractual obligation not to petition or
begin proceedings for a declaration of insolvency against the Issuer also before one year has elapsed from
full repayment of the Notes. In addition, under Italian law, any other creditor of the Issuer would be able to
begin insolvency or winding-up proceedings against the Issuer in respect of any unpaid debt. Such creditors
could arise, for example, by virtue of unexpected expenses owed to third parties including those additional
creditors that the Issuer will have as a result of any Further Securitisation (as defined below). In order to
address this risk, the Priority of Payments contains provision for the payment of amounts to third parties.
Similarly, monies to the credit of the Expense Account and of the Expenses Reserve Account may be used
for the purpose of paying the ongoing fees, costs, expenses, liabilities and taxes of the Issuer to third parties
not being Other Issuer Creditors.
The Issuer is unlikely to have a large number of creditors unrelated to this Securitisation or any other
securitisation transaction because the corporate object of the Issuer as contained in its by-laws (statuto) is
limited and the Issuer has provided certain covenants in the Intercreditor Agreement which contain
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