Prospectus UBI Banca Covered Bond Programme

Prospectus
(ii)
(iii)
(iv)
(v)
an application for the commencement of any of the proceedings under (i) above is made in
respect of or by such company or corporation or such proceedings are otherwise initiated
against such company, entity or corporation and, in the opinion of the Representative of the
Covered Bondholders (who may in this respect rely on the advice of a legal adviser selected by
it), the commencement of such proceedings are not being disputed in good faith with a
reasonable prospect of success; or
such company, entity or corporation takes any action for a re-adjustment or deferment of any of
its obligations or makes a general assignment or an arrangement or composition with or for the
benefit of its creditors (other than, in case of the Guarantor, the creditors under the Transaction
Documents) or is granted by a competent court a moratorium in respect of any of its
indebtedness or any guarantee of any indebtedness given by it or applies for suspension of
payments (other than, in respect of the Issuer, the issuance of a resolution pursuant to article 74
of the Consolidated Banking Act); or
an order is made or an effective resolution is passed for the winding-up, liquidation or
dissolution in any form of such company, entity or corporation or any of the events under
article 2448 of the Italian Civil Code occurs with respect to such company, entity or
corporation (except in any such case a winding-up or other proceeding for the purposes of or
pursuant to a solvent amalgamation or reconstruction, the terms of which have been previously
approved in writing by the Representative of the Covered Bondholders); or
such company, entity or corporation becomes subject to any proceedings equivalent or
analogous to those above under the law of any jurisdiction in which such company or
corporation is deemed to carry on business;
"Intercreditor Agreement" means the agreement entered into on or about 30 July 2008 between, inter
alios, the Guarantor and the Other Creditors;
"Interest Amount" means, in relation to any Series of Covered Bonds and an Interest Period, the amount
of interest payable in respect of that Series for that Interest Period;
"Interest Commencement Date" means the Issue Date of the Covered Bonds or such other date as may
be specified as the Interest Commencement Date in the relevant Final Terms;
"Interest Determination Date" has the meaning given in the relevant Final Terms;
"Interest Payment Date" means the First Interest Payment Date and any date or dates specified as such
in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day
Convention is specified in the relevant Final Terms:
(i)
(ii)
as the same may be adjusted in accordance with the relevant Business Day Convention; or
if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in the
relevant Final Terms as being the Specified Period, each of such dates as may occur in
accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at
such Specified Period of calendar months following the Interest Commencement Date (in the
case of the first Interest Payment Date) or the previous Interest Payment Date (in any other
case);
"Interest Period" means each period beginning on (and including) the Interest Commencement Date or
any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
"ISDA Definitions" means the 2006 ISDA Definitions, as amended and updated as at the date of issue of
the first Tranche of the Covered Bonds of the relevant Series (as specified in the relevant Final Terms) as
published by the International Swaps and Derivatives Association, Inc.;
"Issue Date" has the meaning given in the relevant Final Terms;
"Issuer Default Notice" means the notice to be delivered by the Representative of the Covered
Bondholders to the Issuer and the Guarantor upon the occurrence of an Issuer Event of Default;
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