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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:06 – eprint6 – 4247 Section 05<br />

error) shall be treated by the Issuer, the Principal Agent, the Registrar, any Transfer Agent, and any other<br />

Paying Agent as the holder of such nominal amount of such Notes for all purposes, except with respect to<br />

the payment of principal, premium, if any, interest, or any other amounts payable on, or deliveries in<br />

respect of, the Notes, the bearer of the relevant Bearer Global Note or, in the case of a Registered Global<br />

Note, the person or persons for the time being shown in the Register as at the Record Date maintained by<br />

the Registrar as the Noteholder or Noteholders, shall be treated by the Issuer, the Principal Agent, and any<br />

Paying Agent as the holder of such Notes in accordance with and subject to the terms of the relevant<br />

Global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be<br />

construed accor<strong>di</strong>ngly). Interests in Notes which are represented by a Bearer Global Note or a Registered<br />

Global Certificate will be transferable only in accordance with the rules and procedures for the time being<br />

of the Relevant Clearing System.<br />

The Issuer will issue Notes in the Specified Denomination(s) set forth in the applicable Final Terms.<br />

However, the minimum denomination permitted for each Note will be such denomination as may be<br />

allowed or required by the relevant central bank (or equivalent body) or any laws or regulations applicable<br />

to the Specified Currency. The minimum denomination of each Note admitted to tra<strong>di</strong>ng on a European<br />

Economic Area exchange and/or offered to the public within the European Economic Area in<br />

circumstances which require the publication of a prospectus under the Prospectus Directive (Directive<br />

2003/71/EC) will be €1,000 (or the equivalent amount in another currency).<br />

Unless permitted by then current laws and regulations, any Notes (inclu<strong>di</strong>ng Notes denominated in<br />

Sterling) for which the proceeds are to be accepted by the Issuer in the United Kingdom and which have a<br />

maturity of less than one year from their date of issue, shall (1) be issued to a limited class of professional<br />

investors, (2) have a redemption value of not less than £100,000 (or an amount of equivalent value<br />

denominated wholly or partly in a currency other than Sterling), and (3) provide that no part of any such<br />

Notes may be transferred unless the redemption value of that part is not less than £100,000 (or an<br />

equivalent amount in other currencies).<br />

2. Exchange and Transfers of Notes<br />

Terms and Con<strong>di</strong>tions of the Notes<br />

(a)<br />

Exchange of Notes<br />

Registered Notes may not be exchanged for Bearer Notes, and Bearer Notes may not be exchanged<br />

for Registered Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer<br />

Notes of another Specified Denomination.<br />

(b)<br />

Transfer of Registered Notes<br />

Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or<br />

any Transfer Agent) of the Registered Certificate representing such Registered Notes to be transferred,<br />

together with the form of transfer endorsed on such Registered Certificate duly completed and executed by<br />

the person shown on the Register and such other evidence as the Registrar or Transfer Agent may<br />

reasonably require. In the case of a transfer of part only of a hol<strong>di</strong>ng of Registered Notes represented by<br />

one Registered Certificate, a new Registered Certificate shall be issued to the transferee (following the<br />

transferee’s surrender of any existing Registered Certificate in respect of Notes of that Series) in respect of<br />

the part transferred and a further new Registered Certificate in respect of the balance of the hol<strong>di</strong>ng not<br />

transferred shall be issued to the transferor.<br />

(c)<br />

Exercise of Options or Partial Redemption in Respect of Registered Notes<br />

In the case of an exercise of an Issuer’s or Noteholder’s option in respect of, or a partial redemption<br />

of, a hol<strong>di</strong>ng of Registered Notes represented by a single Registered Certificate, a new Registered<br />

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