Prospectus UBI Banca Covered Bond Programme

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Prospectus "Availability Period" means, for the purposes of each Subordinated Loan Agreement, the period starting on date of the signing of the relevant agreement and ending on the date on which all Series of Covered Bonds issued in the context of the Programme have been cancelled or redeemed in full in accordance with the respective Final Terms. "Back-to-Back Liability Swap Agreement" means any swap agreement entered on or about each Issue Date between the Guarantor and the Issuer. "Bank of Italy Regulations" means the regulations issued by the Bank of Italy on 17 May 2007 with respect to article 7-bis of the Securitisation and Covered Bond Law. "Bankruptcy Law" means Royal Decree No. 267 of 16 March 1942. "Base Interest" means 0.001 per cent. per annum. "BdB" means Banco di Brescia S.p.A., a bank with sole shareholder incorporated under the laws of Italy with its registered office at Corso Martiri della Libertà, 13, Brescia, fiscal code and enrolment in the companies register of Brescia No. 03480180177, enrolled under No. 3500.6 with the register of banks held by the Bank of Italy in accordance with article 13 of the Consolidated Banking Act and part of the UBI Group. "BdB Portfolios" means the portfolios transferred by BdB to the Guarantor pursuant to the relevant Master Loans Purchase Agreement. "BRE" means Banca Regionale Europea S.p.A., a bank incorporated under the laws of the Republic of Italy, with its registered office at Via Roma, 13, Cuneo, Italy, fiscal code and enrolment in the companies register of Cuneo No. 01127760047, registered under No. 6906.2 with the register of banks held by the Bank of Italy pursuant to article 13 of the Consolidated Banking Act and part of the UBI Group. "BRE Portfolios" means the portfolios transferred by BRE to the Guarantor pursuant to the relevant Master Loans Purchase Agreement. "Business Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET 2) (or any successor thereto) is open. "Calculation Agent" means Unione di Banche Italiane S.c.p.A., acting as calculation agent pursuant to the Cash Allocation, Management and Payments Agreement. "Calculation Date" means the third day of each month (or, if such day is not a Business Day, then the immediately preceding Business Day). "Calculation Period" means each monthly period starting on a Calculation Date (included) and ending on the following Calculation Date (excluded). "Cash Allocation, Management and Payments Agreement" means the cash allocation, management and payments agreement entered into on or about 30 July 2008 between, inter alios, the Guarantor, the Representative of the Covered Bondholders, the Principal Paying Agent, the Calculation Agent, the Luxembourg Account Bank and the Italian Account Bank. "Clearstream" means Clearstream Banking, société anonyme, Luxembourg. "Collateral Security" means any security (including any loan mortgage insurance and excluding Mortgages) granted to any Seller by any Debtor in order to guarantee or secure the payment and/or repayment of any amounts due under the relevant Mortgages Loan Agreements. "Collection Period" means each monthly period, commencing on (and including) the first calendar day of each month and ending on (and including) the last caldendar day of the same month. "Collections" means all amounts received or recovered by the Master Servicer and/or the Sub-Servicers in respect of the Receivables comprised in the Cover Pool. "Commercial Assets" means the Real Estate Assets with respect to Commercial Mortgage Loans. - 206 -
Prospectus "Commercial Mortgage Loan" means, pursuant to article 2, sub-paragraph 1, of Decree 310 a commercial mortgage loan which has an LTV that does not exceed 60 per cent. and for which the hardening period with respect to the perfection of the relevant mortgage has elapsed. "Commercial Mortgage Loan Agreement" means any commercial mortgage loan agreement out of which Receivables arise. "Commingling Amount" means an amount calculated by the Issuer equal to the expected maximum amount of monthly Collections and Recoveries calculated in respect of the next following 12 calendar months and considering a 10 per cent. cumulative prepayment ratio. "Common Criteria" means the criteria of selection of the Portfolio, as described in section "Description of the Cover Pool" above. "Conditions" means the Terms and Conditions of the Covered Bonds and "Condition" means a clause of them. "CONSOB" means Commissione Nazionale per le Società e la Borsa. "Consolidated Banking Act" means Legislative Decree No. 385 of 1 September 1993. "Corporate Services Agreement" means the corporate services agreement entered into on or about 30 July 2008 between the Guarantor and the Guarantor Corporate Servicer. "Covered Bonds" means each Series of covered bonds (obbligazioni bancarie garantite) issued or to be issued by the Issuer pursuant to the terms and subject to the conditions of the Programme Agreement. "Covered Bond Guarantee" means the guarantee issued by the Guarantor for the purpose of guaranteeing the payments due by the Issuer in respect of the Covered Bonds and the Other Issuer Creditors, in accordance with the provisions of the Securitisation and Covered Bond Law, Decree 310 and the Bank of Italy Regulations. "Covered Bond Instalment Amount" means the principal amount of a Series of Covered Bonds to be redeemed on a Covered Bond Instalment Date as specified in the relevant Final Terms. "Covered Bond Instalment Date" means a date on which a principal instalment is due on a Series of Covered Bonds as specified in the relevant Final Terms. "Covered Bond Instalment Extension Determination Date" means, with respect to any Covered Bond Instalment Date, the date falling seven Business Days after such Covered Bond Instalment Date. "Covered Bondholders" means the holders of each Series of Covered Bonds. "Cover Pool" means the cover pool constituted by, collectively, any Eligible Assets and Top-Up Assets held by the Guarantor in accordance with the provisions of the Securitisation and Covered Bond Law, the Decree 310 and the Bank of Italy Regulations. "Cover Pool Management Agreement" means the cover pool management agreement entered into on or on or about 30 July 2008 between the Issuer, the Guarantor, the Sellers, the Representative of the Covered Bondholders, the Calculation Agent and the Asset Monitor. "Credit and Collection Policy" means the procedures for the management, collection and recovery of Receivables attached as schedule 1 (Procedure di Riscossione) to the Master Servicing Agreement. "Criteria" means, collectively, the Common Criteria, the Specific Criteria and any Further Criteria. "Dealer" means each of Barclays Bank PLC, CALYON, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, ING Bank N.V., Landesbank Baden-Württemberg, Natixis, Nomura International plc, Société Générale and UBS Limited and any other entity which may be nominated as such by the Issuer pursuant to the Programme Agreement. "Debtor" means any borrower and any other person, other than a Mortgagor, who entered into a Mortgage Loan Agreement as principal debtor or guarantor or who is liable for the payment or repayment of amounts due in respect of a Mortgage Loan, as a consequence, inter alia, of having granted any Collateral Security or having assumed the borrower's obligation under an accollo, or otherwise. - 207 -
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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
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Prospectus Figures in thousands of
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Prospectus Name Franco Bossoni( * )
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Prospectus (In thousands of Euro) 3
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Prospectus of the bank. In accordan
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Prospectus Management Banca Regiona
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Prospectus INCOME STATEMENT (In tho
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Prospectus Detail of amounts due to
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Prospectus Funding Banca Carime's p
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Prospectus Funding Banca di Valle C
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Prospectus Direct funding from cust
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Prospectus Direct funding from cust
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Page 175 and 176: Prospectus CREDIT STRUCTURE The Cov
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Page 181 and 182: Prospectus Pre-Issuer Event of Defa
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Page 185 and 186: Prospectus • the payment of which
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Page 205: Prospectus GLOSSARY "Accounts" mean
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Page 221: Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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