Prospectus UBI Banca Covered Bond Programme

Prospectus
"Final Redemption Amount" means, in respect of any Series of Covered Bonds, the principal amount of such
Series or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms.
"Final Terms" means, in relation to any issue of any Series of Covered Bonds, the relevant terms contained in
the applicable Transaction Documents and, in case of any Series of Covered Bonds to be admitted to listing, the
final terms submitted to the appropriate listing authority on or before the date of issue of the applicable Series of
Covered Bonds.
"First Interest Period" means, in relation to any Term Loan, the period starting on the relevant Drawdown Date
and ending on the first Guarantor Payment Date.
"Fitch" means Fitch Ratings Limited.
"Further Criteria" means the criteria identified in accordance with clause 2.4.3 (Criteri Ulteriori) of each
Master Loans Purchase Agreement.
"Guarantee Priority of Payments" means the order of priority pursuant to which the Guarantor Available
Funds shall be applied, on each Guarantor Payment Date following the delivery of an Issuer Default Notice, but
prior to the delivery of a Guarantor Default Notice, in accordance with the Intercreditor Agreement.
"Guaranteed Amounts" means the amounts due from time to time from the Issuer to (i) the Covered
Bondholders with respect to each Series of Covered Bonds (excluding any additional amounts payable to the
Covered Bondholders under Condition 11(a) (Gross-up by the Issuer) and (ii) the Other Issuer Creditors pursuant
to the relevant Transaction Documents.
"Guarantor" means UBI Finance S.r.l., acting in its capacity as guarantor pursuant to the Covered Bond
Guarantee.
"Guarantor Available Funds" means, collectively, the Interest Available Funds and the Principal Available
Funds.
"Guarantor Corporate Servicer" means TMF Management Italy S.r.l., acting in its capacity as corporate
servicer of the Guarantor pursuant to the Corporate Services Agreement.
"Guarantor Default Notice" means the notice to be delivered by the Representative of the Covered
Bondholders to the Guarantor and the Issuer upon the occurrence of a Guarantor Event of Default.
"Guarantor Event of Default" has the meaning ascribed to such expression in the Conditions.
"Guarantor Payments Account" means the Euro denominated account established in the name of the Guarantor
and held with the Principal Paying Agent, or such other substitute account as may be opened in accordance with
the Cash Allocation, Management and Payments Agreement.
"Guarantor Payment Date" means (a) prior to the delivery of a Guarantor Default Notice, the date falling on
the 18th day of each month or, if such day is not a Business Day, the immediately following Business Day; and
(b) following the delivery of a Guarantor Default Notice, any day on which any payment is required to be made
by the Representative of the Covered Bondholders in accordance with the Post-Enforcement Priority of
Payments, the relevant Final Terms and the Intercreditor Agreement.
"Guarantor Payment Period" has the meaning ascribed to that term in the Section "Cashflows" above.
"Individual Purchase Price" means, with respect to each Receivable transferred pursuant to the Master Loan
Purchase Agreements: (i) the most recent book value (ultimo valore di iscrizione in bilancio) of the relevant
Receivable minus all principal and interest collections (with respect only to the amounts of interest which
constitute the most recent book value) received by the Seller with respect to the relevant Receivables up to the
relevant Transfer Date and increased of the amount of interest accrued and not yet collected on such Receivables
as at the relevant Transfer Date; or, at the option of the relevant Seller (ii) such other value, as indicated by the
relevant Seller in the Transfer Notice, as will allow the Seller to consider each duty or tax due as if the relevant
Receivables had not been transferred for the purpose of article 7-bis, sub-paragraph 7, of the Securitisation and
Covered Bond Law.
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