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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 />

Redemption Notes, or other Underlying Asset(s) Redemption Notes, they will be redeemed, whether at<br />

maturity, early redemption, or otherwise, in accordance with the provisions of this Con<strong>di</strong>tion 6 and the<br />

applicable Final Terms.<br />

(j)<br />

Repurchases<br />

The Issuer and/or any of its Affiliates may at any time repurchase Notes (provided that, in the case<br />

of Bearer Definitive Notes, all unmatured Receipts and Coupons attached thereto are repurchased<br />

therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold, or<br />

surrendered to any Paying Agent for cancellation, provided that any such Notes reissued or resold comply<br />

with the selling restrictions set forth in United States Treasury Regulation Section 1.163-5 as if they were<br />

newly issued.<br />

(k)<br />

Cancellation<br />

All Notes which are redeemed will be cancelled (together with, in the case of Bearer Notes, all<br />

unmatured Receipts and Coupons attached thereto or surrendered therewith at the time of redemption) in<br />

the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and<br />

Coupons and all unexchanged Talons to any Paying Agent and, in the case of Registered Notes, by<br />

surrendering the Registered Certificate representing such Registered Notes to the Registrar and, in each<br />

case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith<br />

(together with, in the case of Bearer Notes, all unmatured Receipts and Coupons and unexchanged Talons<br />

attached thereto or surrendered therewith). All Notes so cancelled and the Notes purchased and cancelled<br />

pursuant to Con<strong>di</strong>tion 6(j) above (together with, in the case of Bearer Notes, all unmatured Receipts and<br />

Coupons cancelled therewith) shall be forwarded to the Principal Agent and cannot be reissued or resold.<br />

(l)<br />

Principal Protected Notes<br />

In the case of all Notes which the applicable Final Terms specify to be “Principal Protected”,<br />

notwithstan<strong>di</strong>ng anything to the contrary, the amount of cash and fair market value of property delivered at<br />

maturity or upon early redemption will not be less than the Specified Denomination of such Note.<br />

7. Redenomination<br />

If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be<br />

redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set<br />

out below. In relation to such Notes, the Issuer, without the consent of the Noteholders, Receiptholders, or<br />

Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders,<br />

Couponholders, the Principal Agent and the Relevant Clearing System in accordance with Con<strong>di</strong>tion 14,<br />

may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a<br />

date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case<br />

specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on<br />

which the relevant member state commences participation in the third stage of European Economic and<br />

Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to<br />

be a sub-<strong>di</strong>vision of the euro. Notwithstan<strong>di</strong>ng the foregoing, Bearer Notes will not be redenominated at<br />

the election of the Issuer pursuant to this Con<strong>di</strong>tion 7 unless the Issuer receives an opinion of United<br />

States tax counsel recognized as an expert in such matters that the Notes would be in compliance with<br />

United States Treasury Regulation Section 1. 163-5(c)(2)(i)(D) after such redenomination.<br />

Beginning on the Redenomination Date, notwithstan<strong>di</strong>ng the other provisions of the Terms and<br />

Con<strong>di</strong>tions:<br />

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