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Prospectus UBI Banca Covered Bond Programme

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<strong>Prospectus</strong><br />

For the purpose of the above, the Calculation Agent shall consider the Outstanding Principal Balance of the<br />

Cover Pool as an amount equal to the "Nominal Value", which will be calculated on each Calculation Date, by<br />

applying the following formula:<br />

where,<br />

A + B + C — Z<br />

"A"<br />

(i)<br />

stands for the "Adjusted Outstanding Principal Balance" of each Mortgage Loan, which shall be the<br />

lower of:<br />

the Outstanding Principal Balance of the relevant Mortgage Loan as calculated on the relevant<br />

Calculation Date; and<br />

(ii) the Latest Valuation relating to that Mortgage Loan multiplied by M,<br />

where<br />

(a) for all Residential Mortgage Loans that are not Defaulted Loans, M = 0.80;<br />

(b)<br />

for all Commercial Mortgage Loans that are not Defaulted Loans, M = 0.60; and<br />

(c) for all Mortgage Loans that are Defaulted Loans M = 0;<br />

minus<br />

the aggregate sum of the following deemed reductions to the aggregate Adjusted Outstanding Principal Balance<br />

of the Mortgage Loans in the Cover Pool, if any of the following occurred during the previous Calculation<br />

Period:<br />

(1) a Mortgage Loan (or any security granted in relation thereto, the "Related Security") was, in the<br />

immediately preceding Calculation Period, in breach of the representations and warranties contained in<br />

the relevant Warranty and Indemnity Agreement or was subject to any other obligation of the relevant<br />

Seller to repurchase the relevant Mortgage Loan and its Related Security, and in each case the Seller has<br />

not repurchased the Mortgage Loan or Mortgage Loans (each an "Affected Loan") of the relevant<br />

Debtor to the extent required by the terms of the Master Loans Purchase Agreement. In this event, the<br />

aggregate Adjusted Outstanding Principal Balance of the Mortgage Loans in the Cover Pool (as<br />

calculated on the relevant Calculation Date) will be deemed to be reduced by an amount equal to the<br />

Adjusted Outstanding Principal Balance of the relevant Affected Loan or Affected Loans (as calculated<br />

on the relevant Calculation Date); and/or<br />

(2) the Issuer or any other Seller, in the preceding Calculation Period, was in breach of any other material<br />

warranty under the relevant Master Loans Purchase Agreement and/or the Master Servicer or any<br />

Sub-Servicer was, in the preceding Calculation Period, in breach of a material term of the Master<br />

Servicing Agreement. In this event, the aggregate Adjusted Outstanding Principal Balance of the<br />

Mortgage Loans in the Cover Pool (as calculated on the relevant Calculation Date) will be deemed to be<br />

reduced by an amount equal to the resulting financial loss incurred by the Guarantor in the immediately<br />

preceding Calculation Period (such financial loss to be calculated by the Guarantor or on its behalf<br />

without double counting and to be reduced by any amount paid (in cash or in kind) to the Guarantor by<br />

the Issuer, the relevant Seller and/or the Master Servicer or the relevant Sub-Servicer to indemnify the<br />

Guarantor for such financial loss);<br />

multiplied by the Asset Percentage;<br />

"B"<br />

"C"<br />

stands for the aggregate amount standing to the credit of the Luxembourg Principal Collection Accounts<br />

and the principal amount of any Top-Up Assets qualifying as Eligible Investment;<br />

stands for the aggregate Outstanding Principal Balance of any Eligible Assets other than Mortgage<br />

Loans, provided that any such Eligible Assets (other than Mortgage Loans) will be weighted according<br />

to the then applicable Rating Agencies' criteria; and<br />

- 176 -

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