Prospectus UBI Banca Covered Bond Programme

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Prospectus rights provided by the Securitisation and Covered Bond Law and the Deeds of Pledge securing the discharge of the Guarantor's obligations to the Covered Bondholders and the Other Creditors, the Guarantor will assign in favour of the Representative of the Covered Bondholders as trustee for the Covered Bondholders and the Other Creditors all of its right, title, benefit and interest under the Swap Agreements as at that date and agree to create security over other swap agreements (excluding those entered into by Italian counterparties which will be subject to the Deed of Pledge) entered into by it from time to time thereafter. Governing law The Deed of Charge is governed by English law. Corporate Services Agreement The Guarantor Corporate Servicer and the Guarantor have entered into a corporate services agreement with the Guarantor Corporate Servicer on 30 July 2008 (the "Corporate Services Agreement"), pursuant to which the Guarantor Corporate Servicer has agreed to provide certain corporate and administrative services to the Guarantor. Governing law The Corporate Services Agreement is governed by Italian law. Quotaholders' Agreement For a description of the Quotaholders' Agreement, see "The Guarantor". - 174 -
Prospectus CREDIT STRUCTURE The Covered Bonds will be direct, unsecured, unconditional obligations of the Issuer. The Guarantor has no obligation to pay the Guaranteed Amounts under the Covered Bond Guarantee until the occurrence of an Issuer Event of Default, service by the Representative of the Covered Bondholders of an Issuer Default Notice on the Issuer and on the Guarantor or, if earlier, following the occurrence of a Guarantor Event of an Issuer Default Notice, service by the Representative of the Covered Bondholders of a Guarantor Default Notice on the Guarantor. There are a number of features of the Programme which enhance the likelihood of timely and, as applicable, ultimate payments to Covered Bondholders, as follows: • the Covered Bond Guarantee provides credit support; • the Statutory Tests are periodically performed with the intention of ensuring that the Cover Pool is at all times sufficient to repay the Covered Bonds; • the Amortisation Test is periodically performed, following the occurrence of an Issuer Event of Default and service of an Issuer Default Notice on the Issuer and the Guarantor, for the purpose of testing the asset coverage of the Guarantor's assets in respect of the Covered Bonds; and • a Reserve Fund Account will be established which will build up over time using excess cash flow from Interest Available Funds and Principal Available Funds, in order to ensure that the Guarantor will have sufficient funds set aside to fulfil its obligation to pay interest accruing with respect to the Covered Bonds. Certain of these factors are considered more fully in the remainder of this section. Guarantee The Covered Bond Guarantee provided by the Guarantor guarantees payment of Guaranteed Amounts when they become due for payment in respect of all Covered Bonds issued under the Programme. See "Summary of the Transaction Documents — Covered Bond Guarantee" above, as regards the terms of the Covered Bond Guarantee. See "Cashflows — Guarantee Priority of Payments" further, as regards the payment of amounts payable by the Guarantor to Covered Bondholders and the Other Issuer Creditors following the occurrence of an Issuer Event of Default. Under the terms of the Cover Pool Management Agreement, each Relevant Seller (and failing which, the Issuer, failing which, the other Seller(s)) must ensure that, on each Calculation Date prior to service of an Issuer Default Notice, the Cover Pool is in compliance with the Tests described below. If on any Calculation Date the Cover Pool is not in compliance with the Tests, then the Sellers (and failing which, the Issuer, failing which, the other Seller(s)) will sell Eligible Assets or Top-Up Assets to the Guarantor for an amount sufficient to allow the Tests to be met on the next following Calculation Date, in accordance with the relevant Master Loans Purchase Agreements and the Cover Pool Management Agreement, to be financed through the proceeds of Term Loans to be granted by the Relevant Seller(s), and/or the Issuer and/or the other Seller(s) (each only in respect of the Eligible Assets and/or Top-Up Assets transferred by it — see "The Cover Pool Management Agreement". Statutory Tests The Statutory Tests are intended to ensure that the Guarantor can meet its obligations under the Covered Bond Guarantee. In order to ensure that the statutory tests provided for under Article 3 of Decree 310 (the "Statutory Tests") are satisfied and that the Cover Pool is at all times sufficient to repay the Covered Bonds, each Seller (and failing the Seller to do so, the Issuer) must ensure that the three tests set out below are satisfied on each Calculation Date. Nominal Value Test The Calculation Agent shall verify that on each Calculation Date, the aggregate Outstanding Principal Balance of the Cover Pool shall be higher than or equal to the Outstanding Principal Amount of all Series of Covered Bonds issued under the Programme and not cancelled or redeemed in full in accordance with their Final Terms at the relevant Calculation Date. - 175 -
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Prospectus UNIONE DI BANCHE ITALIAN
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Prospectus Figures included in this
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Prospectus INFORMATION INCORPORATED
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Prospectus SUPPLEMENTS, FINAL TERMS
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Prospectus Structure Overview • P
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Prospectus on any Interest Payment
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Prospectus the Conditions and the D
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Prospectus deferral will occur auto
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Prospectus AAA Aaa AAA Governing La
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Prospectus Guarantee in respect of
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Prospectus of each individual Cover
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Prospectus Securitisation and Cover
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Prospectus securities. Generally, t
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Prospectus Catastrophic events, ter
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Prospectus Reliance on Swap Provide
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Prospectus There is no guarantee th
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Prospectus • the right to request
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Prospectus (e) Monte Titoli Mandate
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Prospectus "Calculation Agent" mean
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Prospectus "D 1 " is the first cale
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Prospectus (ii) (iii) (iv) (v) an a
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Prospectus "Optional Redemption Dat
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Prospectus "Relevant Dealer(s) " me
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Prospectus 4. Status and Guarantee
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Prospectus (d) ISDA Determination I
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Prospectus (b) Extension of maturit
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Prospectus Bondholder. Once deposit
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Prospectus withheld or assessed by
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Prospectus (v) Invalidity of the Co
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Prospectus all respects except for
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Prospectus 1. GENERAL RULES OF THE
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Prospectus "Voter" means, in relati
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Prospectus 5. VALIDITY OF BLOCK VOT
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Prospectus where applicable, modifi
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Prospectus 15.2 The Chairman and a
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Prospectus Removal and Remuneration
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Prospectus TITLE III THE REPRESENTA
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Prospectus 28.6 Discretions Save as
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Prospectus 29.2.16 shall not, if in
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Prospectus 30.7 Certificates of Par
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Prospectus 32.5 Notice of waiver If
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Prospectus FORM OF FINAL TERMS Set
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Prospectus [Instalment] [The Covere
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Prospectus (xv) Fall back provision
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Prospectus (i) Optional Redemption
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Prospectus These Final Terms compri
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Prospectus 5. [Fixed Rate Covered B
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Prospectus USE OF PROCEEDS The net
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Prospectus Calabria, Vibo Valentia,
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Prospectus (ix) a banking network o
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Prospectus The actual Supervisory B
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Prospectus Name Position Principal
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Prospectus The Supervisory Board al
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Prospectus General Management Name
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Prospectus approvals from CONSOB an
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Prospectus (thousands of Euro) UNIO
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Prospectus (thousands of Euro) UNIO
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Prospectus Defaulted and problem lo
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Prospectus Introduction THE GUARANT
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Prospectus Banca Popolare di Bergam
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Prospectus ( * ) Member of Executiv
Page 123 and 124: Prospectus Figures in thousands of
Page 125 and 126: Prospectus Name Franco Bossoni( * )
Page 127 and 128: Prospectus (In thousands of Euro) 3
Page 129 and 130: Prospectus of the bank. In accordan
Page 133 and 134: Prospectus Management Banca Regiona
Page 135 and 136: Prospectus INCOME STATEMENT (In tho
Page 137 and 138: Prospectus Detail of amounts due to
Page 141 and 142: Prospectus Funding Banca Carime's p
Page 145 and 146: Prospectus Funding Banca di Valle C
Page 149 and 150: Prospectus Direct funding from cust
Page 153 and 154: Prospectus Direct funding from cust
Page 157 and 158: Prospectus Loans to customers as at
Page 159 and 160: Prospectus Covered Bond Guarantee S
Page 161 and 162: Prospectus Master Loans Purchase Ag
Page 163 and 164: Prospectus Master Servicer shall al
Page 165 and 166: Prospectus receive instructions fro
Page 167 and 168: Prospectus notice substantially in
Page 169 and 170: Prospectus price reasonably availab
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Page 173: Prospectus in the name and on behal
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Page 181 and 182: Prospectus Pre-Issuer Event of Defa
Page 183 and 184: Prospectus (f) (g) (h) (i) Sixth, t
Page 185 and 186: Prospectus • the payment of which
Page 187 and 188: Prospectus DESCRIPTION OF CERTAIN R
Page 189 and 190: Prospectus The issuing bank The Ban
Page 191 and 192: Prospectus and the Covered Bond Gua
Page 193 and 194: Prospectus Finally the Prepayment P
Page 195 and 196: Prospectus authorised intermediary,
Page 197 and 198: Prospectus Where an Italian residen
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Page 201 and 202: Prospectus and (3) an annual net tu
Page 203 and 204: Prospectus Listing and Admission to
Page 205 and 206: Prospectus GLOSSARY "Accounts" mean
Page 207 and 208: Prospectus "Commercial Mortgage Loa
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Page 211 and 212: Prospectus "Initial Portfolio" mean
Page 213 and 214: Prospectus "Luxembourg BdB Interest
Page 215 and 216: Prospectus "Post-Enforcement Priori
Page 217 and 218: Prospectus "Representative of the C
Page 219 and 220: Prospectus "Transfer Date" means: (
Page 221: Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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