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Prospectus UBI Banca Covered Bond Programme

Prospectus UBI Banca Covered Bond Programme

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<strong>Prospectus</strong><br />

"Z"<br />

stands for the weighted average remaining maturity of all <strong>Covered</strong> <strong>Bond</strong>s (expressed in years) then<br />

outstanding multiplied by the aggregate Outstanding Principal Amount of the <strong>Covered</strong> <strong>Bond</strong>s multiplied<br />

by the Negative Carry Factor.<br />

Reserve Fund Account<br />

The Reserve Fund Account is held in the name of the Guarantor for the purpose of setting aside, on each<br />

Guarantor Payment Date, the relevant Reserve Fund Amount. Such Reserve Fund Amount will be determined on<br />

each Calculation Date in an amount sufficient to ensure that, in the event that a payment is required to the<br />

Guarantor under the <strong>Covered</strong> <strong>Bond</strong> Guarantee, the Guarantor would have sufficient funds set aside and readily<br />

available to pay (i) interest amounts accruing, from time to time, with respect to the <strong>Covered</strong> <strong>Bond</strong>s plus (ii) all<br />

costs and expenses ranking under items (a) to (c) of each of the Pre-Issuer Event of Default Interest Priority of<br />

Payments and the Pre-Issuer Event of Default Principal Priority of Payments. The required Reserve Fund<br />

Amount will be credited by the Guarantor to the Reserve Fund Account on each Guarantor Payment Date in<br />

accordance with the Pre-Issuer Event of Default Interest Priority of Payments and the Pre-Issuer Event of<br />

Default Principal Priority of Payments.<br />

Set-Off Risk and Commingling Risk<br />

Pursuant to the Cover Pool Management Agreement, the Issuer has undertaken, upon occurrence of an Issuer<br />

Downgrading Event, to notify on a quarterly basis the Rating Agencies of each of the Potential Set- Off Amount<br />

and the Commingling Amount. As long as the Issuer Downgrading Event is continuing, the Asset Percentage<br />

shall be reduced by an amount equal to the Potential Set-Off Amount and the Commingling Amount.<br />

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