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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 />

without the execution or filing of any paper or any further act on the part of the parties to the Agency<br />

Agreement, unless otherwise required by the Issuer, and after the effective date all references in the<br />

Agency Agreement to the Principal Agent or, as the case may be, such Agent shall be deemed to be<br />

references to such entity. Written notice of any such merger, conversion, consolidation, or transfer shall be<br />

given imme<strong>di</strong>ately to the Issuer by the relevant Principal Agent or Agent.<br />

17. Ad<strong>di</strong>tional Issuances<br />

The Issuer from time to time without the consent of the relevant Noteholders, Receiptholders, or<br />

Couponholders may create and issue ad<strong>di</strong>tional Series of Notes having terms and con<strong>di</strong>tions the same as<br />

(or the same in all respects except for the Issue Date, Interest Commencement Date, and the Issue Price)<br />

Notes of an existing Series. These ad<strong>di</strong>tional Notes shall be consolidated and form a single Series with the<br />

outstan<strong>di</strong>ng Notes of the existing Series.<br />

18. Governing Law and Submission to Juris<strong>di</strong>ction<br />

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

The Agency Agreement, the Notes, and any Coupons, Receipts, and Talons appertaining to the<br />

Notes shall be governed by and construed in accordance with the laws of the State of New York, United<br />

States, applicable to agreements made and to be performed wholly within such juris<strong>di</strong>ction without regard<br />

to principles of conflicts of laws.<br />

The Issuer submits to the non-exclusive juris<strong>di</strong>ction of any United States federal court sitting in<br />

New York City, the Borough of Manhattan, solely for purposes of any legal action or procee<strong>di</strong>ng brought<br />

to enforce its obligations hereunder or under any Coupon, Receipt, or Talon. As long as any Note or<br />

Coupon remains outstan<strong>di</strong>ng, the Issuer shall either maintain an office or have an authorized agent in New<br />

York City upon whom process may be served in any such legal action or procee<strong>di</strong>ng. Service of process<br />

upon the Issuer at its office or upon such agents with written notice of such service mailed or delivered to<br />

the Issuer shall to the fullest extent permitted by applicable law be deemed in every respect effective<br />

service of process upon the Issuer in any such legal action or procee<strong>di</strong>ng. The Issuer continues the<br />

appointment of CT Corporation System at 111 Eighth Avenue, New York, New York 10011 as its agent<br />

upon whom process may be served in any suit, action, or procee<strong>di</strong>ng relating to or arising out of the<br />

Agency Agreement, the Notes or any Coupon, Receipt, or Talon appertaining hereto, and with a copy to<br />

the Issuer at Bank of America Corporation, Bank of America Corporate Center, NC1-007-07-13, 100<br />

North Tryon Street, Charlotte, North Carolina 28255-0065, Attn: Corporate Treasury – Governance and<br />

Control, and with an ad<strong>di</strong>tional copy to Bank of America Corporation, Legal Department, NC1-002-29-01,<br />

101 South Tryon Street, Charlotte, North Carolina 28255-0065, Attn: General Counsel.<br />

91

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