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Prospectus UBI Banca Covered Bond Programme

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

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

(i)<br />

(j)<br />

(k)<br />

Third, to pay, pari passu and pro rata, according to the respective amounts thereof, any amount due and<br />

payable to the Master Servicer, the Service Providers, the Italian Account Bank, the Calculation Agent,<br />

the Guarantor Corporate Servicer, the Asset Monitor, the Luxembourg Account Bank and the Principal<br />

Paying Agent;<br />

Fourth, to pay, pari passu and pro rata, according to the respective amounts thereof, any amounts, other<br />

than in respect of principal, due and payable on such Guarantor Payment Date or during the period<br />

commencing on (and including) such Guarantor Payment Date and ending on (but excluding) the<br />

immediately following Guarantor Payment Date (the "Guarantor Payment Period") (i) to any Swap<br />

Provider (including any termination payments due and payable by the Guarantor except where the<br />

relevant Swap Provider is the Defaulting Party or the Sole Affected Party); and (ii) on the <strong>Covered</strong><br />

<strong>Bond</strong>s;<br />

Fifth, to pay, pari passu and pro rata, according to the respective amounts thereof, any amounts in<br />

respect of principal due and payable on such Guarantor Payment Date or during the immediately<br />

following Guarantor Payment Period (i) to any Swap Provider (including any termination payments due<br />

and payable by the Guarantor except where the relevant Swap Provider is the Defaulting Party or the<br />

Sole Affected Party); and (ii) on the <strong>Covered</strong> <strong>Bond</strong>s;<br />

Sixth, to deposit in the Reserve Fund Account any cash balances until the <strong>Covered</strong> <strong>Bond</strong>s have been<br />

repaid in full or sufficient amounts have been accumulated to pay outstanding <strong>Covered</strong> <strong>Bond</strong>s;<br />

Seventh, to pay any termination payments due and payable by the Guarantor to the Swap Providers not<br />

paid under item Fourth or Fifth above;<br />

Eighth, to pay to the Sellers any amount due and payable under the Transaction Documents, to the extent<br />

not already paid or payable under other items above;<br />

Ninth, to pay any Base Interest due to the Subordinated Lenders under the relevant Term Loans;<br />

Tenth, to pay any principal due and payable to the Subordinated Lenders under the relevant Term Loans;<br />

and<br />

Eleventh, to pay any Premium due to the Subordinated Lenders under the relevant Term Loans.<br />

Application of Moneys following Occurrence of a Guarantor Event of Default<br />

Following the occurrence of a Guarantor Event of Default and service of a Guarantor Default Notice on the<br />

Guarantor, the Guarantor Available Funds will be applied in the following order of priority (the<br />

"Post-Enforcement Priority of Payments") (in each case only if and to the extent that payments or provisions<br />

of a higher priority have been made in full):<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

First, to pay, pari passu and pro rata, according to the respective amounts thereof, any Expenses of the<br />

Guarantor owed to third parties;<br />

Second, to pay, pari passu and pro rata, according to the respective amounts thereof, any amount due<br />

and payable to the Representative of the <strong>Covered</strong> <strong>Bond</strong>holders and the remuneration due to any Receiver<br />

and any proper costs and expenses incurred by it;<br />

Third, to pay, pari passu and pro rata, according to the respective amounts thereof, any amount due and<br />

payable to the Master Servicer, the Service Providers, the Italian Account Bank, the Calculation Agent,<br />

the Guarantor Corporate Servicer, the Asset Monitor, the Luxembourg Account Bank and the Principal<br />

Paying Agent;<br />

Fourth, to pay, pari passu and pro rata, according to the respective amounts thereof, (i) any amounts due<br />

and payable to any Swap Provider (including any termination payments due and payable by the<br />

Guarantor except where the relevant Swap Provider is the Defaulting Party or the Sole Affected Party);<br />

and (ii) any interest and any Outstanding Principal Amount due under all outstanding Series of <strong>Covered</strong><br />

<strong>Bond</strong>s;<br />

Fifth, to pay any termination payments due and payable by the Guarantor to any Swap Provider not paid<br />

under item Fourth above;<br />

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