INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
Subscription and Sale
SUBSCRIPTION AND SALE
The Program Agreement provides for Notes to be issued on a continuous basis to any of the
Dealers. However, the Issuer has no obligation to issue any Notes and no Dealer has any obligation to
subscribe for Notes. The price or prices at which a given Series will be issued will be agreed at the time of
subscription and sale between the Issuer and the relevant Dealers. Notes of the same Series may be
subscribed to at different times and at different prices. Notes may be resold at prices to be agreed with the
relevant Dealers. There can be no assurance that the Notes will be resold or that there will be a secondary
market for them.
MLI, an indirect wholly-owned subsidiary of the Issuer, will participate in the Program as the
Arranger and a Dealer under the Program Agreement. MLI is regulated by the Financial Services
Authority of the United Kingdom. Any obligations of MLI are the sole responsibility of MLI and do not
create any obligation or guarantee on the part of the Issuer or any affiliate of the Issuer.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the
offer and sale of Notes. The obligations of the Dealers under the Program Agreement will be subject to
certain conditions set out in the Program Agreement.
General
Save for the approval of this Offering Circular as a Base Prospectus for the purposes of the
Prospectus Directive by the UK Listing Authority, the Issuer has not taken and currently does not intend to
take any action that would permit a public offering of any Notes or possession or distribution of this
Offering Circular or any other offering material relating to any Notes in any jurisdiction where action for
that purpose is required. Each Dealer has agreed, and each further dealer or distributor will be required to
agree, that it will comply with all applicable laws and regulations known by it, or that reasonably should
have been known by it, in each jurisdiction in which it purchases, offers, sells, or delivers Notes or
possesses or distributes this Offering Circular or any other offering material relating to any Notes and will
obtain any consent, approval, or permission required by it for the purchase, offer, sale, or delivery by it of
Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes
such purchases, offers, sales, or deliveries, and none of the Issuer, the Principal Agent, or any other Dealer
or purchaser shall have any responsibility therefor. In addition, each Dealer has agreed that, unless
prohibited by applicable law, it will make available upon the request of each person to whom it offers or
sells Notes a copy of this Offering Circular (as amended or supplemented).
None of the Issuer, the Principal Agent, or any of the Dealers has represented that Notes may at any
time lawfully be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for
facilitating such sale.
With regard to each Tranche of Notes, the relevant Dealers will be required to comply with the
restrictions set forth in this Offering Circular, as it shall be amended from time to time, and with such
other additional restrictions as the Issuer and the relevant Dealers shall agree to and as shall be set out in
the applicable Final Terms.
Neither this Offering Circular nor any Final Terms constitute, nor may be used for or in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an offer or solicitation. The distribution
of this Offering Circular and the offering and sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Offering Circular comes are required by the Dealers and
the Issuer to inform themselves about and to observe any such restrictions.
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