**EXHIBIT
        4.43**
  **LOAN
        AGREEMENT No. 0367050568897**
  By
        means
        of the present private deed, drawn up in 5 original copies with the same
        legal
        effects, between:
  a)
        The
        Lender, SANPAOLO IMI S.p.A. - hereinafter denominated "Bank" - Parent Company
        of
        the Bank Group SANPAOLO - IMI (Register of Bank Groups n. 1025.6), with
        registered offices in Turin, Piazza San Carlo 156, (tax code and V.A.T. n.
        06210280019), share capital of Euro 5,399,548.807.68 (fully paid-up), registered
        with the Register of Companies of Turin under n. 06210280019 and with the
        Register of Banks under n. 5084.9.0. The above Lender is represented by Pierino
        Antonio Maruti, born in Soresina (CR) on 01/07/1955, who is acting in his
        office
        of Manager of the Branch denominated Filiale Imprese Milano Sempione, is
        domiciled for his role in Milan, C.so Sempione 65/a and is authorized to
        enter
        this deed by virtue of the current Memorandum;
  And
  GENTIUM
        SPA, with registered offices in Villa Guardia (CO), Piazza xx Settembre,2 **Tax
        Code 02098100130, VAT Number 02098100130 -** in the
        person of Mr. Calabrese Salvatore, born on 04/01/1970, acting in his office
        of
        Administrative Manager and domiciled for his role in Piazza xx Settembre,
        2
        Villa Guardia (CO) - hereinafter referred to as "Borrowing Party";
  Premise:
        Attached to the present agreement is a “Synthetic Document, pursuant to the
        Interdepartmental Committee for Credit and Savings (C.I.C.R.) resolution
        of 4
        March 2003” published in the Official Gazette (G.U.) n. 72 of 27 March 2003. The
        above Synthetic Document has been undersigned by the parties and attached
        to the
        present deed under the letter “A”;
  In
        accordance with the resolution passed by the Bank on **09/06/2006** , the
        parties execute the following Loan Agreement.
  **ART.
        1**
  1.
        The
        Bank agrees to lend to the Borrowing Party, which accepts, the sum of Euro **750,000.00** ( **seven
        hundred fifty thousand/00** ). The
        Borrowing Party declares to have received the above sum at the time of execution
        of this deed and gives quittance thereof. The sum has been credited on the
        current account n. 00353/1000/61948, opened in the name of the Borrowing
        Party
        at the Branch n. 3 of Milan, C.so Sempione 65/A of the Bank, and is immediately
        available.
  2.
        The
        loan is regulated by the covenants and obligations of the present Agreement
        and
        by the covenants and obligations indicated in the "General Terms and
        Conditions". These are undersigned by the Parties and attached to the present
        Deed under the letter “B”. The Borrowing Party states that it is fully informed
        regarding the General Terms and Conditions indicated above, since it received
        a
        copy by the Bank when it submitted the loan request.
  3.
        The
        articles contained in the "General Terms and Conditions" which are incompatible
        with the nature of the loan and its warranties or, in any case, with the
        covenants of the present Agreement, shall not be applied, in particular art.
        11
        and art. 13, letter f).
  4.
        The
        present loan is granted for the purchase, installation and operation of two
        reactors (denominated R30 and R45) for the production of defibrotide and
        sulglicotide. The estimated
        total cost of the above is of Euro 750,000.00. The two reactors are to be
        realized by 21/01/2007, in accordance with the terms as well as the general
        and
        technical characteristics foreseen by the project, which is undersigned by
        the
        Parties and attached to the present Deed under the letter “C”. The above project
        (hereinafter and in any related or
 -1-
 
 connected
        deeds also referred to as “Project”) is considered by the same Parties as an
        essential document of the present operation.
  5.
        In the
        case in which, on examining the result of the checks that the Bank is authorized
        to carry out in compliance with norms that regulate the present loan, at
        the
        time of the final checks on the realization of the Project, the aforementioned
        Bank finds that the total cost for the realization of the Project is lower
        than
        the total sum already estimated in Euro 750,000.00, or in the circumstance
        in
        which the Project has been realized only in part, the Bank shall have the
        faculty to reduce the amount of the loan proportionally. In such an event,
        the
        Borrowing Party hereby undertakes to reimburse, before the end date of the
        contract, all the sums due with respect to the reduction, without paying
        to the
        Bank the fee foreseen in art. 5 hereinafter.
  6.
        In the
        case of partial realization of the Project, as an alternative to the faculty
        indicated above to reduce the amount of the loan, the Bank shall have the
        right
        of considering the loan ended, and it shall not receive the fee foreseen
        in art.
        5 hereinafter.
  **ART.
        2**
  1.
        The
        duration of the loan is agreed in **20** (
        twenty
        ) quarters. The term “quarter” shall mean the periods from 16/3 to 15/6, from
        16/6 to 15/9, from 16/9 to 15/12 and from 16/12 to 15/3 of each year of duration
        of the loan. For the purpose of calculating the duration of the loan, the
        quarter current on the present date shall be considered as a full
        quarter.
  2.
        The
        interest rate due for each quarter shall be calculated as a quarter of the
        sum
        of the following addenda:
  A.
        An
        annual nominal fixed share equal to 1.20 **** (one
        point twenty) percentage points, which constitutes the brokerage margin of
        the
        Bank. Starting from the beginning of the amortization period, the annual
        nominal
        fixed share indicated above shall be reduced to 1.02 (one point zero two)
        percentage points, in the case in which the Bank has verified that the Project
        has been realized within the terms foreseen and in accordance with the technical
        characteristics agreed, as laid down in art. 1 above and in attachment “C” of
        the present deed;
  B.
        A
        variable share equal to the annual nominal rate applied to interbank deposits,
        which shall calculated in Euro every three months (on a 360 basis ). The
        above
        rate (currently equal to 2.704% annually), denominated EURIBOR, is calculated
        by
        the European Bank  Federation
        (E.B.F.) at 11.00 a.m., Brussels time,  on the
        day before the last bank working day - that is on a day in which the TARGET
        (
        Trans-European Automated Real-Time Gross-Settlement Express Transfer )
        regulation system is open - previous to the starting date of each quarter
        for
        which the interest is due: respectively on 16/3, 16/6, 16/9 and 16/12 of
        each
        year. The above rate is publicized on the Bridge Telerate telematic network
        or,
        if unavailable, on the Reuters network. It is also normally published in
        the
        daily newspaper "Il Sole 24 Ore" on the following day.
  If,
        for
        any reason, the European Bank Federation does not calculate the above rate,
        the
        same shall be calculated on the basis of the arithmetic mean, truncated on
        the
        third decimal number, of the offer prices (on a 360 basis) which are applied
        to
        three-months intra-bank deposits expressed in Euro. The offer prices are
        published on the same aforementioned day by at least two of the following
        banks:
        ABN-AMRO BANK N.V. of Amsterdam, Deutsche Bank of Frankfurt, Société Générale of
        Paris, Banco Bilbao Vizcaja Argentaria S.A. of Bilbao or SANPAOLO IMI S.p.A.
        of
        Turin.
  The
        interest rate of the loan is currently equal to the annual nominal rate of
        3.904
        %.
  3.
        The
        payment of the interest due on the sums lent and not yet reimbursed shall
        take
        place by quarterly deferred installments on the following due dates: 15/3,
        15/6,
        15/9 and 15/12, each year of duration of the loan, **** starting
        from the present date. The first installment shall therefore be due on  while
        the subsequent installments shall be due on the same day of each
        quarter.
  4.
        On the
        present date, the Cost Synthetic Indicator (CSI) of the present loan corresponds
        to t he
        annual  rate of
        _____________ .
  -2-
  5.
        Starting on **16/03/2008** (the
        beginning of the amortization period) **,** the
        principal shall be paid back by equal installments on a quarterly basis.
        Any
        possible rounding off shall be calculated on the last installment.
  6.
        The
        first installment for the repayment of the principal shall be due on **15/06/2008** .
        Any
        subsequent installments shall be due on the due dates of the interest
        installments.
  7.
        With
        the exception of any default interest, the interest shall be calculated on
        the
        basis of the actual number of days elapsed, by applying the 36,000 fixed
        divisor
        on an annual basis. ****
  **ART.
        3**
  1.
        The
        Borrowing Party shall pay the Bank default interest on each sum due for any
        reason in connection with the present Agreement and still outstanding, and,
        therefore, also following the termination of this Agreement. The above default
        interest shall be calculated from the due date, without any need to formally
        place the borrower in default.
  2.
        The
        periodic capitalization is not allowed on the above interest.
  3.
        The
        default interest shall be calculated at the same nominal annual rate as the
        pro-tempore rate applied to the marginal lending facility fixed by the European
        Central Bank, currently corresponding to the annual 3% (three per cent).
        The
        above rate is published on the Reuters’ telematic network on page ECB01, or on
        the daily newspaper "Il Sole 24 Ore". The rate shall be increased by 2.5
        (two
        point five) percentage points.
  
  4.
        The
        default interest shall be calculated on the basis of the actual number of
        days
        elapsed and by applying the 36,500 interest divisor on an annual
        basis.
  **ART.
        3 BIS (1)**
  1. **** Until
        all
        the credit rights of the Bank with regard to the loans have been fully honored,
        the Borrowing Party undertakes, on its own behalf, its successors and assigns,
        to show the following in its accounts:
  Ø  Equity
        not lower than 5,000,000.00
  In
        order
        to fulfill the requisites of the financial parameter indicated above, the
        Parties shall take into account the following definitions:
  **“NET
        EQUITY”:**
  As
        laid
        down in art 2424 of the Civil Code, the term indicates the sum of the balance
        sheet items, in the Liability section, identified by the letter A) (net equity),
        from which it must be deduced the sum of the amounts of the items entered
        in the
        Asset section identified by the following letters: A) (credits from Shareholders
        for payments not yet made); B) (assets) indicated under n. III (financial
        assets) sub n. 4 (own shares); C) (current assets) under n. III (financial
        investments other than financial assets ) sub n. 5 (own shares).
  3.
        In the
        case of breach of even one of the obligations indicated above, the Bank reserves
        the right to declare the Agreement terminated pursuant to art. 1456 of the
        Civil
        Code, with the consequences laid down to this regard in art. 13 of the General
        Terms and Conditions attached herewith, unless, by the term of 30 days from
        the
        reception of the related communication by the aforementioned Bank, the Borrowing
        Party has demonstrated to have already remedied the breach, by producing
        the
        appropriate documentary justification,
  -3-
  or
        unless
        it has reached an agreement with the aforementioned Bank regarding the terms
        and
        conditions of the remedy. ****
  **ART.
        4**
  1.
        In
        consideration of the objectives of the loan, the Borrowing Party
        undertakes:
  1)
              To
                  comply with the terms and conditions of the loan laid down in art.
                  1
                  above;
  2)
              To
                  realize the Project completely and to comply with both the terms
                  and
                  technical conditions foreseen for the realization of the same,
                  as shown in
                  the document attached to the present deed under the letter “C”**;**
  3)
              To
                  submit to the Bank, a Technical Report, drawn up exclusively in
                  accordance
                  with the lay out attached to the present deed under the letter
“D”,
                  stating the total cost incurred for the realization of the Project.
                  The
                  above Technical Report must be submitted within two months from
                  21/01/2007
                  (the date of completion of the Project) and include the photocopies
                  of all
                  the invoices related to the above cost. It is understood that,
                  as an
                  alternative to the photocopies of the invoices that do not exceed
                  Euro
                  2,500.00, the Borrowing Party shall have the faculty of producing
                  a
                  substitute statement ;
  4)
              To
                  allow to the people designated by the Bank to carry out visits
                  on and
                  inspections of the places, plants and works included in the Project,
                  perform all the checks and acquire all the documentation that they
                  shall
                  consider useful, facilitating their work in any possible
                  way.
  2.
        Non-compliance even with a single obligation shall give faculty to the Bank
        to
        consider the present loan terminated by law. The Bank shall furthermore have
        the
        right to receive the fee foreseen in art. 5 below - save the conditions laid
        down above in art. 1, points 5 and 6.
  3.
        The
        Borrowing Party furthermore declares that it does not operate in the sector
        of
        the supply of armaments, and acknowledges that, in the case of false
        declaration, the Bank shall have the faculty to consider the present loan
        terminated, with the related consequences laid down in art. 5
        below.
  **ART.
        5**
  1.
        Save
        the conditions laid down in art. 1 above, in the hypothesis of total or partial
        early repayment of the loan, or in the case of termination pursuant to the
        law
        or by contract, the Bank shall only be entitled to receive a percentage fee
        on
        the principal paid in advance, which shall be equal to 1% (one per
        cent).
  2.
        The
        amount of the fee mentioned above shall therefore be calculated by multiplying
        the amount of the principal repaid in advance by one, and by dividing the
        result
        obtained by one hundred.
  3.
        No
        other fee may be charged for the reason indicated above.
  **ART.
        6**
  The
        possible undertaking of the loan shall be effective with respect to the Bank
        only following the explicit consent of the Bank and on its unobjectionable
        decision.
  **ART.
        7**
  1.
        For
        the effects of the Agreement and of any judgments, the Parties select the
        following domiciles: the Bank at the registered offices in Turin, Piazza
        San
        Carlo, 156; the Borrowing Party at the registered offices stated in the present
        deed or, by default, at the Secretary Office of Municipality where the
        registered offices are located, pursuant to art. 143 of the Civil
        Code.
  **ART.
        8**
  -4-
  1.
        All
        the obligations laid down in the present Agreement are undertaken , jointly
        and
        severally, by the Borrowing Party on its own behalf, on behalf of its successors
        or assigns, also in the case of waiving of any possible substitution by the
        committed parties arisen from any payments connected with the present
        Agreement.
  **ART.
        9**
  1.
        Pursuant to and with the effects of the norms in force regarding the
        transparency of operations and bank services, it should be noted that the
        expenses to be charged to the Borrowing Party in connection with the present
        Agreement and for the duration of the loan are the expenses specified in
        the
        section called: Expenses of the Synthetic Document, attached under the letter
        “A”.
  2.
        The
        Bank reserves the faculty of changing, unfavorably for the Borrowing Party,
        only
        the expenses indicated under the letter A-2) in the section Expenses of the
        aforementioned Synthetic Document, by giving prior notice of the new changes
        and
        applying them in accordance with the terms and conditions of the norms indicated
        above.
  3.
        In any
        case, the Borrowing Party shall pay the expenses (if due) related to the
        registration of the present Deed and of any deeds connected to it.
  **ART.
        10**
  1.
        The
        Borrowing Party acknowledges the information received by the Bank pursuant
        to
        Law Decree n. 196 of 30/06/2003 and gives its consent to the treatment of
        the
        data with regard to the present operation. The Borrowing Party moreover gives
        its consent to the communication of the same data by the Bank to the relevant
        Automated Interbank Risk Service, to the Facilitating Body and, possibly,
        in the
        case of non-compliance on the part of the Borrowing Party, to the companies
        which carry out credit recovery activities.
  
  2.
        If
        necessary, the Borrowing Party also authorizes the communication of its personal
        data on the occasion of a possible transfer of the credit on the part of
        the
        Bank, even if it is carried out pursuant to art. 58 of Law Decree n.
        385/1993.
  3.
        The
        Borrowing Party also acknowledges the information received from the lending
        Bank
        pursuant to the Code of Professional and Correct Conduct regarding the
        information systems managed by individuals with respect to consumer credit,
        reliability and punctuality of payment - approved by Resolution n. 8 of
        16/11/2004 by the Warrantor of the protection of personal data, and published
        in
        the Official Gazette n. 300 of 23/12/2004.
  **ART.
        11**
   -5-
  1.
        The
        Parties agree that, in compliance with the application of the provisions
        laid
        down in art. 117 of Law Decree n.385/1993 and the norms and regulations in
        force
        on the transparency of operations and bank services, the copy of the present
        Deed of the Borrowing Party be delivered to the latter by the Bank.
  2.
        With
        regard to the right to obtain the pre-contractual information pursuant to
        the
        Interdepartmental Committee for Credit and Savings (CICR) resolution of 4
        March
        2003, published on the Official Gazette (G.U.) n. 72 of 27 March 2003, before
        the execution of the present Agreement, the Borrowing Party declares that
        it has
        availed itself of the above right.
  **ART.
        12**
  1.
        The
        fiscal charges related to the fiscal treatment of the present loan, which
        benefits from the conditions laid down in Presidential Decree n. 601 of 29
        September 1973 and subsequent modifications, as well as, when applicable,
        of the
        benefits laid down in laws n.796 of 30.11.1976 and n. 1231 of 31.10.1961,
        shall
        be charged to the Borrowing Party .
  Read,
        confirmed and undersigned on each single page, attachments included, in **Milan,**
  SANPAOLO
                  IMI SpA
              Gentium
                  S.p.A.*/s/
                  Laura Iris Ferro*Branch
                  of ___________
              (The
                  Borrowing Party)
 Pursuant
        to art. 1341 of the Civil Code, and, when applicable, in compliance with
        art.
        117 of Law Decree n. 385/1993, the Borrowing Party expressly approves the
        following articles
  Of
        the
        present Deed: 1 (Faculty of the Bank to reduce the loan; Early repayment
        of the
        sums lent following a reduction in the costs of the Project and/or in case
        of
        partial realization of the same; Termination clause), 3 BIS (Termination
        clause); **** 4
        (Termination clauses); **** 5
        (Fee
        for early total repayment); **** 6 **** (Ties
        of
        undertaking); 8 (Joint liability); 9 (Expenses and variability of the same)
        and
        10 (Consent pursuant to ex Law Decree n. 196/2003);
  Of
        the
        "General Terms and Conditions" attached herewith: Articles 1 - 8 - 13
        (Termination clauses); art. 1 (Terms and conditions for the crediting of
        the
        sums lent); art. 2 (Payment of installments and pre-amortization
        installments); **** art.
        6
        (Accounting of payments); art. 7 (Payments by third parties); art. 8 (Sums
        bearing no interest, as laid down in the first point; Offsetting and ties
        as
        laid down in the fifth point; Faculty of the Bank to use the guarantee deposits
        for the objectives foreseen therein), art. 9 (Assignments); art. 14
        (Undertaking), art. 15 (Consent to waive warranties).
  Lastly,
        pursuant to the Interdepartmental Committee for Credit and Savings (CICR)
        resolution of 9/2/2000, published on the Official Gazette (G.U.) n. 42 of
        22/2/2000, and, when applicable, in compliance with art. 1341 of the Civil
        Code,
        the Borrowing Party expressly approves art. 3 of the present Agreement (Default
        interest and calculation of the same) .
  *(Place)
        (Date)*
  Gentium
                  S.p.A.*/s/
                  Laura Iris Ferro*(The
                  Borrowing Party)
   -6-
  ATTACHMENT
        A
  **SYNTHETIC
        DOCUMENT PURSUANT TO THE INTERDEPARTMENTAL**
 **COMMITTEE
        FOR CREDIT AND SAVINGS (C.I.C.R.) RESOLUTION OF 4/3/2003**
  < **No .1/ 2006 - DATE:       
/        /2006**
  **A)
        - ECONOMIC CONDITIONS**
  - Duration:
        20 quarters (The term “quarter” shall mean the periods 16/3-15/6, 16/6-15/9,
        16/9-15/12 and 16/12-15/3 of each year). The quarter current on the date
        of
        execution of the present Loan Agreement shall be considered as a full quarter.
  - Interest
        rate: Variable, calculated on an annual nominal basis, and obtained from
        the sum
        of: 1) A fixed rate equal to 1.20% (starting from the beginning of the
        amortization, this share shall be reduced to 1.02% in the case in which the
        financed Project is realized in accordance with the terms and conditions
        agreed); 2) A variable share equal to the 3-months EURIBOR rate (on a 360
        basis), which is currently equal to 2.704 % annually. The nominal interest
        rate
        of the loan is currently equal to % annually.
  - Installments:
        On a quarterly basis, on the following due dates: 15/3, 15/6, 15/9 and 15/12
        of
        each year of duration of the loan.
  - Payment
        of interest: Starting from the date o crediting of the loan.
  - Amortization:
        Starting from 16/03/2008, the principal shall be repaid in n. 12 equal deferred
        installments on a quarterly basis. Any possible rounding off shall be calculated
        on the last installment.
  - Default
        interest: Pro tempore rate applied to the marginal lending facility fixed
        by the
        European Central Bank, currently corresponding to the annual 3%, increased
        by
        2.5 (two point five) percentage points.
  - Fiscal
        treatment: Substitute tax.
  - Fee
        for
        early total repayment: 1% on the principal repaid in advance.
  - Cost
        Synthetic Indicator (CSI):  %
        annually, calculated on the current date.
  - Expenses:
  - A
        -
        1) Procedure:
        Euro 5,000;
  - A
        -
        2)   For
        any
        possible transfer registration fees: Euro 51.00;
  -7-
  Reimbursement
        of expenses for sending the communications foreseen by law: Euro 1.00 for
        each
        dispatch;
  Reimbursement
        of expenses for sending payment notice of installment due and/or related
        quittance: Euro 2.25 for each dispatch;
  Issuance
        of the duplicate receipt of quittance or early repayment: Euro
        5.00;
  Issuance
        of certificate stating the existence of the credit: Euro 51.00;
  For
        re-examination of file on request of the Borrowing Party: 0.50% on the amount
        of
        the residual principal at the time of request, with a minimum charge of euro
        100.00.
  **B)
        - CONTRACTUAL CLAUSES REGULATING THE OPERATION**
  **B1)
        TERMS OF THE AGREEMENT**
  - Crediting
        of the Sum, Loan Reduction; Termination Clause (Art. 1)
  At
        the
        execution of the Agreement, crediting of the sum on the current account
        indicated by the borrowing party, with immediate full availability of the
        amount
        lent.
  In
        the
        case it is ascertained that the financed Project has been realized at a cost
        lower than the estimated cost, or in the case the same Project has been realized
        partially, the Bank shall have the faculty to reduce proportionally the amount
        of the loan. The Borrowing Party shall reimburse the amount lent in excess
        without paying the fee for early total repayment.
  Furthermore,
        in the case of partial realization of the Project, the Bank shall have the
        faculty to terminate the loan agreement, without payment of the fee for early
        total repayment.
  - Default
        Interest (Art. 3)
  The
        Bank
        shall apply the default interest rate indicated in the Agreement on any sum
        due
        and outstanding, without periodic capitalization .
  - Warranties
        (Article 3 BIS )
  Other
        warranties and obligations connected with the accounting results:
  Ø  Equity
        not lower than euro 5,000,000.00=
  In
        the
        case of breach of the obligations connected with the accounting figures,
        the
        Bank is authorized to terminate the Agreement unless, within the term of
        30 days
        from the date of reception of the request by the Bank, the Borrowing Party
        has
        honored its obligation, or unless an agreement is reached regarding the terms
        and conditions of the remedy.
  -8-
  - Obligations
        Connected with the Objectives of the Loan and Termination Clause (Art.
        4)
  1)
              Comply
                  with the terms and conditions of the loan laid down in art.
                  1;
  2)
              Realize
                  the Project completely and comply with both the terms and technical
                  conditions foreseen for the realization of the
                  same;
  3)
              Submit
                  to the Bank, a Technical Report on the financed Project within
                  2 months
                  from 26/01/2007 (the date foreseen for the completion of the financed
                  Project), together with a photocopy of the invoices related to
                  the cost of
                  the Project (the Borrowing Party may produce a substitute statement
                  as an
                  alternative to the photocopies of the invoices whose amount does
                  not
                  exceed euro 2,500.00);
  4)
              Allow
                  the Bank to make visits, inspections and checks, and collect documents
                  regarding the realization of the financed
                  Project.
  Non-compliance
        even with a single obligation shall give the Bank faculty to terminate the
        present Loan Agreement.
  The
        Borrowing Party states that it does not operate in the sector of the supply
        of
        armaments. In the case of false declaration, the Bank shall have the faculty
        to
        terminate the present Loan Agreement.
  - Early
        Total Repayment (Art. 5)
  It
        is
        allowed the payment of the contractual fee foreseen.
  - Ties
        of
        Undertaking (Art. 6)
  Any
        undertaking of the loan shall be effective with respect to the Bank following
        the explicit consent of the Bank.
  - Joint
        and
        Several Liability (Art. 8)
  The
        Borrowing Party is jointly and severally liable with its successors and assigns
        regarding the obligations undertaken with the Agreement.
  - Expenses
        (Art. 9)
  The
        expenses indicated in point A-2) of the Economic Conditions may vary unfavorably
        for the Borrowing Party. These changes shall be publicized and applied in
        compliance with the norms and regulations in force regarding the matters
        treated
        herein.
  **B2)
        CLAUSES INCLUDED IN THE GENERAL TERMS AND CONDITIONS**
  - Termination
        Clause (Art.1)
  The
        Bank
        has the faculty of terminating the Agreement in the case in which the Borrowing
        Party does not fulfill the contractual obligations fixed for the granting
        of the
        loan within the term agreed. In any case, the Bank shall have the faculty
        to
        abstain from granting the loan if it comes to the knowledge of any events
        which,
        had they been known in advance, they would have led the Bank to abstain from
        the
        execution of the Loan Agreement.
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  - Payment
        of Installments (Art. 3)
  The
        checks regarding the stage of development of the works related to the financed
        Project and the payment of installments are reserved to the Bank.
  - Accounting
        of Payments (Art. 6)
  Unless
        otherwise decided by the Bank, any payments made by the Borrowing Party or
        any
        warrantors shall first be accounted for the reimbursement of the expenses
        and
        charges incurred by the Bank on behalf of the Borrowing Party, then for the
        payment of interest and accessory expenses and, lastly, for the repayment
        of the
        principal.
  - Payments
        by Third Parties (Art.7)
  The
        Bank
        may reject payments made by third parties in its name, when subrogation in
        favor
        of the parties who intend to make such payments may arise from the same
        payments, save their deferral.
  - Deposits.
        Termination Clause (Art. 8)
  The
        sums
        deposited with the Bank for the loan shall not bear any interest. In the
        case of
        default, the Bank may offset the amount due on the loan with the deposits
        mentioned above - also in derogation to art. 1246 n. 2 of the Civil Code.
        The
        Bank has the faculty of terminating the Agreement in case of failure to
        integrate the deposits opened with the Bank (if necessary).
  - Assignment
        (Art. 9)
  The
        Bank
        has the right to assign to third parties the credit arising from the Loan
        Agreement.
  - Express
        Resolution Clauses (Art.13)
  Rather
        than pronouncing the lapse of the benefit of the term pursuant to ex art.
        1186
        of the Civil Code, the Bank may terminate the Agreement in compliance with
        ex
        art. 1456 of the Civil Code, with the consequent obligation for the party
        of
        repaying the loan in advance, in the cases foreseen by law, in this Agreement
        and also in the following cases:
  . Non-payment,
        even of a partial amount, of any sum due over one hundred and eighty days
        from
        the due date;
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  . Withdrawal
        from, suspension of or non-conformity with the obligations undertaken, or
        failure to complete the Project in compliance with the terms of the financed
        program. Total or partial use of the sums received for objectives different
        from
        those agreed herein;
  . Failure
        to inform the Bank regarding any debts for taxes or duties of any kind which
        may
        have pre-emptive rights with respect to the credit of the Bank;
  . Failure
        to inform the Bank regarding any fire or damage suffered by the assets mortgaged
        or financed;
  . Failure
        to provide the supplementary warranties in the cases laid down in articles
        1186
        and 2743 of the Civil Code, or in case the warranties provided have been
        reduced
        in value or are no longer valid;
  . When
        the
        Borrowing Party or any possible warrantor has been declared bankrupt or is
        submitted to insolvency procedures or executory actions; when the equity
        of the
        Borrowing Party or the warrantors’ may be jeopardized by acts of third parties;
  . When
        the
        equity declared for the purpose of obtaining the loan is reduced due executory
        deeds on the part of the Borrowing Party, the warrantor or any assigns
        (including deeds such as the collection of assets and the undersigning of
        loans
        for specific purposes, pursuant to ex art. 2447 bis and following of the
        Civil
        Code) , unless a new agreement (which may require the granting of warranties)
        re-establishes the conditions of trustworthiness of the Borrowing
        Party.
  . In
        the
        case of non-fulfillment of even one of the following obligations: communications
        regarding the existence of judicial actions or changes in the balance sheet
        situation, maintenance of assets, transfer of assets without undertaking
        of
        mortgage; communications regarding important negative variations in the
        situation declared for the mortgage or resolutions regarding assets or financing
        operations for specific purposes; substantial changes in the main company
        purpose/activity declared;
  . In
        the
        case of non-fulfillment of even one of the following obligations, unless
        remedied by a new term - of not less than thirty days - fixed by the Bank
        by
        specific request in writing: consent to carry out checks on the assets financed
        /warranties, regular information, obligations on behalf of the
        warrantors.
  - Undertaking
        (Art. 14)
  The
        Borrowing Party undertakes to notify the Bank any assignment of title to
        the
        financed assets or issuance of collateral securities on the same. The
        undertaking shall be effective with respect to the Bank only subsequent to
        the
        consent of the Bank, without any automatic release of the original
        debtor.
  - Consent
        to Waive Warranties (Art. 15)
  The
        consent of the Bank to waive warranties is subordinated to the proved absence
        of
        subrogation or revocation.
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