Prospectus UBI Banca Covered Bond Programme

Prospectus
"Calculation Agent" means Unione di Banche Italiane S.c.p.A., acting as such pursuant to the Cash
Allocation Management and Payments Agreement;
"Calculation Amount" has the meaning given in the relevant Final Terms;
"Calculation Date" means the third day of each month (or, if such day is not a Business Day, then the
immediately preceding Business Day);
"Calculation Period" means each monthly period starting on a Calculation Date (excluded) and ending
on the following Calculation Date (included);
"Cash Allocation Management and Payments Agreement" means the cash allocation management
and payments agreement entered into on or about 30 July 2008 between, inter alios, the Guarantor, the
Representative of the Covered Bondholders, the Principal Paying Agent, the Calculation Agent, the
Luxembourg Account Bank and the Italian Account Bank;
"Clearstream" means Clearstream Banking, société anonyme, Luxembourg;
"CONSOB" means Commissione Nazionale per le Società e la Borsa;
"Consolidated Banking Act" means Legislative Decree No. 385 of 1 September 1993, as amended from
time to time;
"Corporate Services Agreement" means the corporate services agreement dated 30 July 2008 between
the Guarantor Corporate Servicer and the Guarantor;
"Cover Pool Management Agreement" means the cover pool management agreement dated 30 July
2008 between the Issuer, the Guarantor, the Sellers, the Representative of the Covered Bondholders, the
Calculation Agent and the Asset Monitor;
"Covered Bond Calculation Agent" means the Principal Paying Agent or such other Person as may be
specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and
Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Final Terms;
"Covered Bondholders" means the holders from time to time of Covered Bonds, title to which is
evidenced in the manner described in Condition 3 (Form, Denomination and Title);
"Covered Bond Instalment Amount" means the principal amount of a Series of Covered Bonds to be
redeemed on a Covered Bond Instalment Date as specified in the relevant Final Terms;
"Covered Bond Instalment Date" means a date on which a principal instalment is due on a Series of
Covered Bonds as specified in the relevant Final Terms;
"Covered Bond Instalment Extension Determination Date" means, with respect to any Covered Bond
Instalment Date, the date falling seven Business Days after such Covered Bond Instalment Date;
"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the
"Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant
Final Terms and:
(i)
if "Actual/Actual (ICMA) " is so specified, means:
(A)
(B)
where the Calculation Period is equal to or shorter than the Regular Period during which
it falls, the actual number of days in the Calculation Period divided by the product of (1)
the actual number of days in such Regular Period and (2) the number of Regular Periods
in any year; and
where the Calculation Period is longer than one Regular Period, the sum of:
(1) the actual number of days in such Calculation Period falling in the Regular Period
in which it begins divided by the product of (a) the actual number of days in such
Regular Period and (b) the number of Regular Periods in any year; and
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