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INDEX OF DEFINED TERMS - Banca di Legnano

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 />

any), all of the Issuer’s obligations in respect of payment of principal of, interest, or any other amounts<br />

payable (and Ad<strong>di</strong>tional Amounts, if any) on such Note shall terminate. Interest on overdue principal,<br />

interest, or any other amounts payable (and Ad<strong>di</strong>tional Amounts, if any) shall accrue from the date on<br />

which such principal, interest, or any other amounts payable (and Ad<strong>di</strong>tional Amounts, if any) were due<br />

and payable to the date such principal, interest, or any other amounts payable (and Ad<strong>di</strong>tional Amounts, if<br />

any) are paid or duly provided for, at the rate borne by the Notes (to the extent payment of such interest<br />

shall be legally enforceable).<br />

Payment of principal, the interest accrued, or any other amounts then payable thereon (and<br />

Ad<strong>di</strong>tional Amounts, if any) of the Subor<strong>di</strong>nated Notes may not be accelerated in the case of a<br />

default in the payment of principal, interest, or any other amounts then payable or the performance<br />

of any other covenant of the Issuer. Payment of the principal, the interest accrued, or any other<br />

amounts then payable thereon (and Ad<strong>di</strong>tional Amounts, if any) of the Subor<strong>di</strong>nated Notes may be<br />

accelerated only in the case of the bankruptcy or insolvency of the Issuer.<br />

If an Event of Default with respect to the Notes, or an event which, with the passing of time or the<br />

giving of notice, or both, would be an Event of Default, shall occur and be continuing, the Issuer shall<br />

notify the Principal Agent in writing of such Event of Default no later than the following Business Day<br />

after it becomes aware of such Event of Default, and the Principal Agent thereupon promptly shall notify<br />

all of the relevant Noteholders of such Event of Default.<br />

For purposes of Con<strong>di</strong>tion 10(a)(iii) above, any indebtedness which is in a currency other than U.S.<br />

Dollars shall be translated into U.S. Dollars at the “spot” rate for the sale of U.S. Dollars against the<br />

purchase of the Specified Currency as quoted by the Principal Agent on the calendar day in London<br />

correspon<strong>di</strong>ng to the calendar day on which such premature repayment becomes due or, as the case may<br />

be, such default occurs (or, if for any reason such a rate is not available on that day, on the earliest possible<br />

date thereafter).<br />

If any Note shall become so repayable, it shall be repaid at its Early Redemption Amount (as<br />

defined in Con<strong>di</strong>tion 6(f)) together, if appropriate, with accrued interest thereon, such interest to accrue<br />

and be paid in accordance with Con<strong>di</strong>tion 4.<br />

11. Replacement of Notes, Receipts, Coupons, and Talons<br />

Should any Note (inclu<strong>di</strong>ng any Registered Certificate representing such Registered Note), Receipt,<br />

Coupon, or Talon be lost, stolen, mutilated, defaced, or destroyed, it may be replaced at the specified office<br />

of the Principal Agent in London (or such other place outside the United States and its possessions as may<br />

be notified to Noteholders) (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar<br />

(in the case of Registered Certificates) or such other Paying Agent or Transfer Agent, as the case may be,<br />

as may from time to time be designated by the Issuer for the purpose and notice of whose designation is<br />

given to Noteholders, upon payment by the claimant of such costs and expenses as may be incurred in<br />

connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably<br />

require. Mutilated or defaced Notes, Receipts, Coupons, or Talons must be surrendered before<br />

replacements will be issued.<br />

12. Agent and Paying Agents<br />

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

Bank of America, N.A., London Branch of 5 Canada Square, London E14 5AQ, United Kingdom<br />

shall be the initial Principal Agent. Merrill Lynch International Bank Limited of Dublin Road, Carrick on<br />

Shannon, Ireland shall be the Registrar and Transfer Agent.<br />

87

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