Prospectus UBI Banca Covered Bond Programme

Prospectus
"Transaction Documents" means each Master Loans Purchase Agreement, the Master Servicing
Agreement, each Warranty and Indemnity Agreement, the Cash Allocation, Management and Payments
Agreement, the Programme Agreement, each Subscription Agreement, the Cover Pool Management
Agreement, the Intercreditor Agreement, each Subordinated Loan Agreement, the Asset Monitoring
Agreement, the Covered Bond Guarantee, the Corporate Services Agreement, the Swap Agreements,
each Asset Swap Deed of Guarantee, the Mandate Agreement, the Quotaholders' Agreement, these
Conditions, each Final Terms, the Deed of Charge, the Deeds of Pledge, the Luxembourg Account Bank
Deed of Guarantee, the Master Definitions Agreement and any other agreement entered into from time to
time in connection with the Programme;
"Warranty and Indemnity Agreement" means each warranty and indemnity agreement entered into
between a Seller and the Guarantor; and
"Zero Coupon Covered Bond" means a Covered Bond specified as such in the relevant Final Terms.
(b)
Interpretation
In these Conditions:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
any reference to principal shall be deemed to include the Redemption Amount, any additional
amounts in respect of principal which may be payable under Condition 11 (Taxation), any
premium payable in respect of a Series of Cover Bonds and any other amount in the nature of
principal payable pursuant to these Conditions;
any reference to interest shall be deemed to include any additional amounts in respect of
interest which may be payable under Condition 11 (Taxation) and any other amount in the
nature of interest payable pursuant to these Conditions;
if an expression is stated in Condition 2(a) (Definitions) to have the meaning given in the
relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such
expression is "not applicable" then such expression is not applicable to the Cover Bonds;
any reference to a Transaction Document shall be construed as a reference to such Transaction
Document, as amended and/or supplemented up to and including the Issue Date of the relevant
Covered Bonds;
any reference to a party to a Transaction Document (other than the Issuer and the Guarantor)
shall, where the context permits, include any Person who, in accordance with the terms of such
Transaction Document, becomes a party thereto subsequent to the date thereof, whether by
appointment as a successor to an existing party or by appointment or otherwise as an additional
party to such document and whether in respect of the Programme generally or in respect of a
single Tranche only; and
any reference in any legislation (whether primary legislation or regulations or other subsidiary
legislation made pursuant to primary legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time to time be, amended or re-enacted.
3. Form, Denomination and Title
The Covered Bonds are in the Specified Denomination(s), which may include a minimum denomination
and higher integral multiples of a smaller amount, in each case as specified in the relevant Final Terms.
The Covered Bonds will at all times be evidenced by, and title thereto will be transferable by means of,
book entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24
June 1998 and the joint regulation of CONSOB and the Bank of Italy dated 22 February 2008 and
published in the Official Gazette No. 54 of 4 March 2008, as amended and supplemented from time to
time. The Covered Bonds will be held by Monte Titoli on behalf of the Covered Bondholders until
redemption or cancellation thereof for the account of the relevant Monte Titoli Account Holder. No
physical documents of title will be issued in respect of the Covered Bonds. The rights and powers of the
Covered Bondholders may only be exercised in accordance with the Rules of the Organisation of the
Covered Bondholders.
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