Prospectus UBI Banca Covered Bond Programme

Prospectus
"Optional Redemption Date (Call) " has the meaning given in the relevant Final Terms;
"Optional Redemption Date (Put) " has the meaning given in the relevant Final Terms;
"Organisation of the Covered Bondholders" means the association of the Covered Bondholders,
organised pursuant to the Rules of the Organisation of the Covered Bondholders;
"Other Creditors" means the Sellers, the Master Servicer, the Sub-Servicers, the Service Providers, the
Representative of the Covered Bondholders, the Calculation Agent, the Guarantor Corporate Servicer,
the Principal Paying Agent, the Italian Account Bank, the Luxembourg Account Bank, the Asset Monitor
and the Swap Providers;
"Outstanding Principal Amount" means, on any date in respect of any Series of Covered Bonds or,
where applicable, in respect of all Series of Covered Bonds:
(i)
(ii)
the principal amount of such Series or, where applicable, all such Series upon issue; minus
the aggregate amount of all principal which has been repaid prior to such date in respect of
such Series or, where applicable, all such Series and, solely for the purposes of Title II
(Meetings of the Covered Bondholders) of the Rules of the Organisation of Covered
Bondholders, the principal amount of any Covered Bonds in such Series of (where applicable)
all such Series held by, or by any Person for the benefit of, the Issuer or the Guarantor;
"Payment Business Day" means a day on which banks in the relevant Place of Payment are open for
payment of amounts due in respect of debt securities and for dealings in foreign currencies and any day
which is:
(i)
(ii)
if the currency of payment is Euro, a TARGET Settlement Day and a day on which dealings in
foreign currencies may be carried on in each (if any) Additional Financial Centre; or
if the currency of payment is not Euro, a day on which dealings in foreign currencies may be
carried on in the Principal Financial Centre of the currency of payment and in each (if any)
Additional Financial Centre;
"Person" means any individual, company, corporation, firm, partnership, joint venture, association,
organisation, state or agency of a state or other entity, whether or not having separate legal personality;
"Place of Payment" means, in respect of any Covered Bondholders, the place at which such Covered
Bondholder receives payment of interest or principal on the Covered Bonds;
"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that
currency provided, however, that:
(i)
(ii)
in relation to Euro, it means the principal financial centre of such Member State of the
European Communities as is selected (in the case of a payment) by the payee or (in the case of
a calculation) by the Covered Bond Calculation Agent; and
in relation to Australian dollars, it means either Sydney or Melbourne and, in relation to New
Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case
of a payment) by the payee or (in the case of a calculation) by the Covered Bond Calculation
Agent;
"Principal Paying Agent" means The Bank of New York Mellon (Luxembourg) S.A., Italian Branch,
acting in its capacity as Principal Paying Agent pursuant to the Cash Allocation, Management and
Payments Agreement;
"Priority of Payments" means each of the Pre-Issuer Event of Default Interest Priority of Payments, the
Pre-Issuer Event of Default Principal Priority of Payments, the Guarantee Priority of Payments and the
Post-Enforcement Priority of Payments, each as set out and defined in the Intercreditor Agreement;
"Programme Resolution" has the meaning given in the Rules of the Organisation of Covered
Bondholders attached to these Conditions;
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