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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:23 – eprint6 – 4247 Section 09<br />

Physical Delivery Con<strong>di</strong>tions<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

in the case of Notes represented by a Global Note, specify the nominal amount of Notes<br />

which are the subject of such notice and the number of the Noteholder’s account at the<br />

Relevant Clearing System to be debited with such Notes and irrevocably instruct and<br />

authorize the Relevant Clearing System to debit the relevant Noteholder’s account with such<br />

Notes on or before the Maturity Delivery Date (as defined below);<br />

include an undertaking to pay all Expenses and, in the case of Notes represented by a Global<br />

Note, an authority to debit a specified account of the Noteholder at the Relevant Clearing<br />

System in respect thereof and to pay such Expenses;<br />

include such details as are required by the applicable Final Terms for delivery of the<br />

Entitlement which may include account details of an account outside the United States and<br />

its possession and/or the name and address outside the United States and its possessions of<br />

any person(s) into whose name evidence of the Entitlement is to be registered and/or any<br />

bank, broker, or agent outside the United States and its possessions to whom documents<br />

evidencing the Entitlement are to be delivered and specify the name and number of the<br />

Noteholder’s account with the Relevant Clearing System to be cre<strong>di</strong>ted with any cash payable<br />

by the Issuer, in respect of any cash amount constituting the Entitlement or any <strong>di</strong>vidends<br />

relating to the Entitlement, as a result of the occurrence of a Settlement Disruption Event or a<br />

Failure to Deliver due to Illiqui<strong>di</strong>ty and the Issuer electing to pay the Disruption Cash<br />

Settlement Price or Failure to Deliver Settlement Price, as applicable, or in respect of any<br />

Partial Cash Settlement Amounts;<br />

certify that the beneficial owner of each Note is not a U.S. person (as defined in Regulation S<br />

under the Securities Act), the Note is not being redeemed within the United States or its<br />

possessions or on behalf of a U.S. person and no cash, securities or other property have been<br />

or will be delivered within the United States or its possessions or to, or for the account or<br />

benefit of, a U.S. person in connection with any redemption thereof; and<br />

authorize the production of such notice in any applicable administrative or legal procee<strong>di</strong>ngs.<br />

No Asset Transfer Notice may be withdrawn after receipt thereof by the Relevant Clearing System<br />

or a Paying Agent as provided above. After delivery of an Asset Transfer Notice, the relevant Noteholder<br />

may not transfer the Notes which are the subject of such notice.<br />

In the case of Notes represented by a Global Note, upon receipt of such notice, the Relevant<br />

Clearing System shall verify that the person specified therein as the Noteholder is the holder of the<br />

specified nominal amount of Notes accor<strong>di</strong>ng to its books.<br />

Subject thereto, the Relevant Clearing System will confirm to the Principal Agent the ISIN, series<br />

number, and number of Notes the subject of such notice, the relevant account details (if applicable) and the<br />

details for the delivery of the Entitlement in respect of each such Note. Upon receipt of such confirmation,<br />

the Principal Agent will inform the Issuer thereof. The Relevant Clearing System, will on or before the<br />

Maturity Delivery Date, debit the securities account of the relevant Noteholder with the Notes the subject<br />

of the relevant Asset Transfer Notice.<br />

Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being<br />

treated as null and void. Any determination as to whether such notice has been properly completed and<br />

delivered as provided in these Physical Delivery Con<strong>di</strong>tions shall be made, in the case of Notes<br />

represented by a Global Note, by the Relevant Clearing System, after consultation with the Principal Agent<br />

and the Issuer and shall be conclusive and bin<strong>di</strong>ng on the Issuer and the relevant Noteholder, or, in the case<br />

of Notes in definitive form, by the relevant Paying Agent after consultation with the Principal Agent and<br />

the Issuer and shall be conclusive and bin<strong>di</strong>ng on the Issuer and the relevant Noteholder.<br />

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