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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 – 12:23 – eprint6 – 4247 Section 09<br />

pay to the relevant Noteholder the Failure to Deliver Settlement Price (as defined below) on<br />

the fifth Business Day following the date the Failure to Deliver Notice (as defined below) is<br />

given to the Noteholders in accordance with Con<strong>di</strong>tion 14. The Issuer shall give notice (such<br />

notice a “Failure to Deliver Notice”) as soon as reasonably practicable to the Noteholders in<br />

accordance with Con<strong>di</strong>tion 14 that the provisions of this Physical Delivery Con<strong>di</strong>tion 3 apply.<br />

4. Option to Vary Settlement<br />

If the applicable Final Terms in<strong>di</strong>cate that the Issuer has an option to vary settlement in respect of<br />

the Notes, the Issuer may at its sole and unfettered <strong>di</strong>scretion in respect of each such Note, elect not to pay<br />

the relevant Noteholders the Final Redemption Amount or to deliver or procure delivery of the Entitlement<br />

to the relevant Noteholders, as the case may be, but, in lieu thereof to deliver or procure delivery of the<br />

Entitlement or make payment of the Final Redemption Amount on the Maturity Date to the relevant<br />

Noteholders, as the case may be. Notification of such election will be given to Noteholders in accordance<br />

with Con<strong>di</strong>tion 14.<br />

5. Definitions<br />

For the purposes of these Physical Delivery Con<strong>di</strong>tions:<br />

“Cut-Off Date” means the date specified as such in the applicable Final Terms.<br />

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

“Disruption Cash Settlement Price” means, in respect of each nominal amount of Notes equal to<br />

the Specified Denomination, an amount equal to the fair market value of such Notes (but not taking into<br />

account any interest accrued on such Note and paid pursuant to Con<strong>di</strong>tion 4 and Con<strong>di</strong>tion 5) on such day<br />

as shall be selected by the Issuer in its sole and absolute <strong>di</strong>scretion provided that such day is not more than<br />

15 calendar days before the date that the Election Notice is given as provided above less the cost to the<br />

Issuer and/or its Affiliates or agents of unwin<strong>di</strong>ng or adjusting any underlying or related hedging<br />

arrangements (inclu<strong>di</strong>ng the cost of fun<strong>di</strong>ng in respect of such hedging arrangements), all as calculated by<br />

the Calculation Agent in its sole and absolute <strong>di</strong>scretion.<br />

“Entitlement” means, in relation to a Physical Delivery Note, the quantity of the Relevant Asset or<br />

the Relevant Assets, as the case may be, which a Noteholder is entitled to receive on the Maturity Delivery<br />

Date in respect of each such Note following payment of the Expenses, which quantity will be rounded<br />

down as provided in Physical Delivery Con<strong>di</strong>tion 1, as determined by the Calculation Agent and includes<br />

any documents evidencing such Entitlement.<br />

“Failure to Deliver Settlement Price” means, in respect of each nominal amount of the Notes<br />

equal to the Specified Denomination, the fair market value of the Affected Relevant Assets in respect of<br />

such Notes on the fifth Business Day prior to the date on which the Failure to Deliver Notice is given as<br />

provided above, less the cost to the Issuer and/or its Affiliates or agents of unwin<strong>di</strong>ng or adjusting any<br />

underlying or related hedging arrangements (inclu<strong>di</strong>ng the cost of fun<strong>di</strong>ng in respect of such hedging<br />

arrangements), all as calculated by the Calculation Agent in its sole and absolute <strong>di</strong>scretion.<br />

“Settlement Disruption Event” means an event beyond the control of the Issuer as a result of<br />

which, in the opinion of the Calculation Agent delivery of the Entitlement by or on behalf of the Issuer in<br />

accordance with these Physical Delivery Con<strong>di</strong>tions and/or the applicable Final Terms is not practicable.<br />

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