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Prospectus UBI Banca Covered Bond Programme

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

(f)<br />

(g)<br />

(h)<br />

(i)<br />

Sixth, 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 />

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

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

Loans; and<br />

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

DESCRIPTION OF THE COVER POOL<br />

The Cover Pool is comprised of (i) the Portfolio, which is in turn comprised of Mortgage Loans and related<br />

collateral assigned to the Guarantor by the Sellers in accordance with the terms of the Master Loans Purchase<br />

Agreement and (ii) any other Eligible Assets and Top-Up Assets held by the Guarantor.<br />

The Initial Portfolio and each New Portfolio acquired by the Guarantor (the "Portfolio"), consists of Mortgage<br />

Loans sold by any of the Sellers to the Guarantor from time to time, in accordance with the terms of the Master<br />

Loans Purchase Agreement, as more fully described under "Summary of the Transaction Documents — Master<br />

Loans Purchase Agreements".<br />

For the purposes hereof:<br />

"Initial Portfolio" means the initial portfolio of Receivables, comprising Eligible Assets, purchased by the<br />

Guarantor from each Seller pursuant to the relevant Master Loans Purchase Agreement;<br />

"New Portfolio" means any portfolio of Receivables (other than the Initial Portfolio), comprising Eligible<br />

Assets, which may be purchased by the Guarantor from any Seller pursuant to the terms and subject to the<br />

conditions of the relevant Master Loans Purchase Agreement.<br />

Eligibility Criteria<br />

The sale of Loans and their Related Security and the transfer of any other Eligible Asset or Top-Up Asset to the<br />

Guarantor will be subject to various conditions (the "Eligibility Criteria") being satisfied on the relevant<br />

Transfer Date (except as otherwise indicated). The Eligibility Criteria with respect to each asset type will vary<br />

from time to time but will at all times include criteria so that both Italian law and Rating Agency requirements<br />

are met.<br />

The following assets (attivi idonei or "Eligible Assets") are considered eligible under Article 2, sub-paragraph 1,<br />

of Decree 310:<br />

(a)<br />

(b)<br />

(c)<br />

residential mortgage loans that have an LTV that does not exceed 80 per cent and for which the<br />

hardening period with respect to the perfection of the relevant mortgage has elapsed;<br />

commercial mortgage loans that have an LTV that does not exceed 60 per cent and for which the<br />

hardening period with respect to the perfection of the relevant mortgage has elapsed;<br />

receivables owed by, securities issued by, or receivables or securities which have the benefit of a<br />

guarantee eligible for credit risk mitigation granted by:<br />

(i)<br />

(ii)<br />

public entities, including ministerial bodies and local or regional bodies, located within the<br />

European Economic Area or Switzerland for which a risk weight not exceeding 20 per cent. is<br />

applicable in accordance with the Bank of Italy's prudential regulations for Banks —<br />

standardised approach; and<br />

public entities, located outside the European Economic Area or Switzerland, for which a 0 per<br />

cent. risk weight is applicable in accordance with the Bank of Italy's prudential regulations for<br />

Banks — standardised approach — or regional or local public entities or non-economic<br />

administrative entities, located outside the European Economic Area or Switzerland, for which<br />

a risk weight not exceeding 20 per cent. is applicable in accordance with the Bank of Italy's<br />

prudential regulations for Banks — standardised approach;<br />

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