Prospectus UBI Banca Covered Bond Programme

Prospectus
(e)
Monte Titoli Mandate Agreement
In a mandate agreement with Monte Titoli S.p.A. ("Monte Titoli") (the "Monte Titoli Mandate
Agreement"), Monte Titoli has agreed to provide the Issuer with certain depository and administration
services in relation to the Covered Bonds.
(f)
Master Definitions Agreement
In a master definitions agreement dated 30 July 2008 (the "Master Definitions Agreement") between
certain of the parties to each of the Transaction Documents (as defined below), the definitions of certain
terms used in the Transaction Documents have been agreed.
(g)
The Covered Bonds
Except where stated otherwise, all subsequent references in these Conditions to "Covered Bonds" are to
the Covered Bonds which are the subject of the relevant Final Terms, but all references to "each Series of
Covered Bonds" are to (i) the Covered Bonds which are the subject of the relevant Final Terms and (ii)
each other Tranche of Covered Bonds issued under the Programme which remains outstanding from time
to time.
(h)
Rules of the Organisation of the Covered Bondholders
The Rules of the Organisation of the Covered Bondholders are attached to, and form an integral part of,
these Conditions. References in these Conditions to the "Rules of the Organisation of the Covered
Bondholders" include such rules as from time to time modified in accordance with the provisions
contained therein and any agreement or other document expressed to be supplemental thereto.
(i)
Summaries
Certain provisions of these Conditions are summaries of the Transaction Documents and are subject to
their detailed provisions. Covered Bondholders are entitled to the benefit of, are bound by and are
deemed to have notice of all the provisions of the Transaction Documents and the Rules of the
Organisation of the Covered Bondholders applicable to them. Copies of the Transaction Documents are
available for inspection by the Covered Bondholders during normal business hours at the registered
office of the Representative of the Covered Bondholders from time to time and, where applicable, at the
Specified Offices of the Principal Paying Agent (as defined below).
2. Definitions and Interpretation
(a)
Definitions
Unless defined under Condition 1 (Introduction) above, in these Conditions the following expressions
have the following meanings:
"Accrual Yield" has the meaning given in the relevant Final Terms;
"Additional Business Centre(s) " means the city or cities specified as such in the relevant Final Terms;
"Additional Financial Centre(s) " means the city or cities specified as such in the relevant Final Terms;
"Amortisation Test" means the tests which will be carried out pursuant to the terms of the Cover Pool
Management Agreement in order to ensure, inter alia, that, on each Calculation Date following the
delivery of an Issuer Default Notice (but prior to the service of a Guarantor Default Notice), the
Amortisation Test Aggregate Loan Amount will be in an amount at least equal to the aggregate
Outstanding Principal Amount of each Series of Covered Bonds as calculated on the relevant date;
"Amortisation Test Aggregate Loan Amount" has the meaning given in clause 3.2 of the Cover Pool
Management Agreement;
"Asset Monitor" means Mazars S.p.A., acting as such pursuant to the engagement letter entered into
with the Issuer on or about 30 July 2008 and the Asset Monitoring Agreement;
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