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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 />

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

specified in the next succee<strong>di</strong>ng paragraph, and (if applicable) the last date by which the redemption of the<br />

Notes must take place, as provided in the next succee<strong>di</strong>ng sentence. If the Notes are to be redeemed<br />

pursuant to this Con<strong>di</strong>tion 6(c), that redemption shall take place on such date, not later than one year after<br />

the publication of the Determination Notice, as the Issuer shall elect by notice to the Principal Agent at<br />

least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to<br />

the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by<br />

publication in accordance with Con<strong>di</strong>tion 14. Notwithstan<strong>di</strong>ng the foregoing, the Issuer shall not redeem<br />

the Notes if the Issuer shall subsequently determine not less than 30 calendar days prior to the redemption<br />

date, that subsequent payments on the Notes and Coupons would not be subject to any such certification,<br />

documentation, information, or other reporting requirement, in which case the Issuer shall give prompt<br />

notice of its subsequent determination by publication in accordance with Con<strong>di</strong>tion 14 and any earlier<br />

redemption notice shall be revoked and of no further effect.<br />

Notwithstan<strong>di</strong>ng the foregoing, if and so long as the certification, documentation, information, or<br />

other reporting requirement referred to in the second prece<strong>di</strong>ng paragraph would be fully satisfied by<br />

payment of a backup withhol<strong>di</strong>ng tax or similar charge, the Issuer may elect to pay as ad<strong>di</strong>tional interest<br />

such Ad<strong>di</strong>tional Amounts as may be necessary so that every net payment made outside the United States<br />

following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any<br />

Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement<br />

that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial<br />

owner be <strong>di</strong>sclosed to the Issuer, any Paying Agent, or any governmental authority), after deduction or<br />

withhol<strong>di</strong>ng for or on account of that backup withhol<strong>di</strong>ng tax or similar charge (other than a backup<br />

withhol<strong>di</strong>ng tax or similar charge that (1) would not be applicable in the circumstances referred to in the<br />

parenthetical clause of the first sentence of the second prece<strong>di</strong>ng paragraph or (2) is imposed as a result of<br />

the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which<br />

that payment became due and payable or on which payment thereof was duly provided for, whichever<br />

occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and<br />

payable. If the Issuer elects to pay Ad<strong>di</strong>tional Amounts pursuant to this paragraph, the Issuer shall have the<br />

right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Fixed-Rate<br />

Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), subject to the<br />

provisions of the last two sentences of the imme<strong>di</strong>ately prece<strong>di</strong>ng paragraph. If the Issuer elects to pay<br />

Ad<strong>di</strong>tional Amounts pursuant to this paragraph and the con<strong>di</strong>tion specified in the first sentence of this<br />

paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions<br />

of the imme<strong>di</strong>ately prece<strong>di</strong>ng paragraph.<br />

For purposes of this Con<strong>di</strong>tion 6(c), the terms “Ad<strong>di</strong>tional Amounts” and “United States Alien”<br />

have the meanings given in Con<strong>di</strong>tion 8.<br />

The requirement under these Terms and Con<strong>di</strong>tions that a Noteholder submit an Asset Transfer<br />

Notice or Put Notice <strong>di</strong>sclosing certain information with respect to the Noteholder and the requirement that<br />

the Noteholder and each legal or beneficial owner, as a con<strong>di</strong>tion to purchasing a Note, make certain<br />

representations and agreements as to its status as a U.S. person and other matters, are not requirements as<br />

to which the provisions of this Con<strong>di</strong>tion 6(c) apply. In ad<strong>di</strong>tion, in the case of Definitive Notes which are<br />

not held through a Relevant Clearing System and in the case of Non-Principal Protected Notes, if this<br />

Con<strong>di</strong>tion 6(c) would otherwise apply to the Notes, the Issuer shall have the option to redeem the<br />

Definitive Notes in the manner set forth in the third prece<strong>di</strong>ng paragraph, but shall not be required to<br />

redeem the Definitive Notes or pay any Ad<strong>di</strong>tional Amounts.<br />

Whenever any Ad<strong>di</strong>tional Amounts are to be paid on Notes or Coupons, the Issuer will give notice<br />

to the Agent, the Registrar and the other Paying Agents, as provided in the Agency Agreement.<br />

77

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