Prospectus UBI Banca Covered Bond Programme
Prospectus UBI Banca Covered Bond Programme
Prospectus UBI Banca Covered Bond Programme
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<strong>Prospectus</strong><br />
"Representative of the <strong>Covered</strong> <strong>Bond</strong>holders" means BNY Corporate Trustee Services Limited, acting in its<br />
capacity as representative of the <strong>Covered</strong> <strong>Bond</strong> holders pursuant to the Intercreditor Agreement, the <strong>Programme</strong><br />
Agreement, the Conditions and the Final Terms of each Series of <strong>Covered</strong> <strong>Bond</strong>s.<br />
"Reserve Fund Account" means the Euro denominated account established in the name of the Guarantor with<br />
the Luxembourg Account Bank with number 978301 (IBAN: LU12 3010 9783 01EU R001; SWIFT<br />
CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation<br />
Management and Payments Agreement.<br />
"Reserve Fund Amount" means, on each Guarantor Payment Date, an amount, as calculated by the Calculation<br />
Agent on or prior to each Calculation Date, equal to:<br />
(i)<br />
(ii)<br />
interest accruing in respect of all outstanding Series of <strong>Covered</strong> <strong>Bond</strong>s during the immediately following<br />
Calculation Period, plus<br />
prior to the service of an Issuer Default Notice, the aggregate amount to be paid by the Guarantor on the<br />
immediately following Guarantor Payment Date in respect of the items (a) to (c) of the Pre- Issuer Event<br />
of Default Interest Priority of Payments.<br />
"Residential Mortgage Loan" means, pursuant to article 2, sub-paragraph 1, of Decree 310, any residential<br />
mortgage loan which has an LTV that does not exceed 80 per cent. and for which the hardening period with<br />
respect to the perfection of the relevant mortgage has elapsed.<br />
"Residential Mortgage Loan Agreement" means any residential mortgage loan agreement out of which<br />
Receivables arise.<br />
"Securities Act" means the U.S. Securities Act of 1933.<br />
"Securitisation and <strong>Covered</strong> <strong>Bond</strong> Law" means Italian Law No. 130 of 30 April 1999.<br />
"Seller" means any seller in its capacity as such pursuant to the relevant Master Loans Purchase Agreement.<br />
"Series of <strong>Covered</strong> <strong>Bond</strong>s" means each series of <strong>Covered</strong> <strong>Bond</strong>s issued in the context of the <strong>Programme</strong>.<br />
"Service Provider" means each Seller, in its capacity as service provider pursuant to the Master Servicing<br />
Agreement.<br />
"Service Provider's Termination Event" means any of the events set out under clause 11.1 (Casi di Revoca del<br />
Mandato del Service Provider) which allows the Guarantor to terminate the Service Provider appointment,<br />
pursuant to the Master Servicing Agreement.<br />
"Sole Affected Party" means an Affected Party as defined in the relevant Swap Agreement which at the relevant<br />
time is the only Affected Party under such Swap Agreement.<br />
"Specific Criteria" means the criteria as described in Section named "Description of the Cover Pool" above.<br />
"Specified Currency" means the currency as may be agreed from time to time by the Issuer, the relevant<br />
Dealer(s), the Principal Paying Agent and the Representative of the <strong>Covered</strong> <strong>Bond</strong>holders (as set out in the<br />
applicable Final Terms).<br />
"Statutory Tests" means such tests provided for under article 3 of Decree 310 and namely: (i) the Nominal<br />
Value Test, (ii) the Net Present Value Test and (iii) the Interest Coverage Test, as further described in the<br />
Section named "Credit Structure" above.<br />
"Subordinated Lender" means each Seller, in its capacity as subordinated lender pursuant to the relevant<br />
Subordinated Loan Agreement.<br />
"Subordinated Loan Agreement" means each subordinated loan agreement entered into between a<br />
Subordinated Lender and the Guarantor.<br />
"Substitute Master Servicer" means the successor to the Master Servicer which may be appointed by the<br />
Guarantor, upon the occurrence of a Master Servicer Termination Event, pursuant to clause 10.4 (Sostituto del<br />
Master Servicer) of the Master Servicing Agreement.<br />
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