Prospectus UBI Banca Covered Bond Programme

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Prospectus "Decree 213" means Italian Legislative Decree number 213 of 24 June 1998. "Decree 239" means Italian Legislative Decree number 239 of 1 April 1996. "Decree 310" means the ministerial decree No. 310 of 14 December 2006 issued by the Ministry of the Economy and Finance. "Deed of Charge" means the English law deed of charge entered into between the Guarantor and the Representative of the Covered Bondholders (acting on behalf of the Covered Bondholders and the Other Creditors) on or about the Issue Date of the first Series of Covered Bonds in respect of which a Liability Swap Agreement is entered into by the Guarantor with a non-Italian entity. "Deed of Pledge" means the Italian law deed of pledge entered into on or about 30 July 2008 between the Guarantor and the Representative of the Covered Bondholders (acting on behalf of the Covered Bondholders and of the Other Creditors). "Deeds of Pledge" means, collectively, the Deed of Pledge, the Issuer Deed of Pledge and the Luxembourg Deed of Pledge. "Defaulted Loans" means any Mortgage Loan in relation to which there are one or more Defaulted Receivables. "Defaulted Receivable" means any Receivable arising from Mortgage Loans included in the Cover Pool which (i) remains unpaid by the relevant Debtor for 180 days or more; or (ii) has been classified as credito ad incaglio; or (iii) has been classified as "defaulted" (credito in sofferenza) pursuant to the Bank of Italy's supervisory regulations (Istruzioni di Vigilanza della Banca d'Italia) and the Credit and Collection Policy. "Defaulting Party" has the meaning ascribed to that term in the relevant Swap Agreement. "Delinquent Loan" means any Mortgage Loan in relation to which there are one or more Delinquent Receivables. "Delinquent Receivables" any Receivable arising from Mortgage Loans included in the Cover Pool in respect of which there are one or more Instalments due and not paid by the relevant Debtor and which have not been classified as Defaulted Receivables. "Drawdown Date" means the date on which a Term Loan is advanced under the relevant Subordinated Loan Agreement during the Availability Period and that corresponds to, in respect of any Portfolio, the date on which the relevant purchase price has to be paid to the relevant Seller by the Guarantor pursuant to the terms of the relevant Master Loans Purchase Agreement. "Earliest Maturing Covered Bonds" means, at any time, the Series of Covered Bonds that has or have the earliest Maturity Date (if the relevant Series of Covered Bonds is not subject to an Extended Maturity Date) or Extended Maturity Date (if the relevant Series of Covered Bonds is subject to an Extended Maturity Date) as specified in the relevant Final Terms. "Early Termination Amount" has the meaning ascribed to such term in the Terms and Conditions. "Eligible Assets" means the following assets contemplated under article 2, sub-paragraph 1, of Decree 310: (i) (ii) (iii) (iv) (v) the Residential Mortgage Loans; the Commercial Mortgage Loans; the Public Entities Receivables; the Public Entities Securities; and the Asset Backed Securities. "Eligible Institution" means any depository institution organised under the laws of any country which is a member of the European Union or of the United States, the short-term unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least "F1" by Fitch, "P-1" by Moody's and "A-1" by S&P or which is guaranteed (in compliance with the relevant criteria respectively of Fitch, Moody's and S&P on the - 208 -
Prospectus guarantee) by an entity whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least "F1" by Fitch, "P-1" by Moody's, and "A-1" by S&P and the long-term unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least "A" by Fitch, "Aa3" by Moody's and (if it has no short-term rating) "A+" by S&P. "Eligible Investment" means (i) any Euro denominated security rated at least "A-1" (or "A+", if it has no short-term rating) by S&P, "P-1" by Moody's and "F1" by Fitch, where they have a maturity of up to 30 calendar days or, if greater than 30 calendar days, which may be liquidated without loss within 30 days of a downgrade below "A-1" (or "A+" if it has no short-term rating) by S&P, "P-1" by Moody's and "F1" by Fitch, and/or (ii) reserve accounts, deposit accounts, and other similar accounts that provide direct liquidity and/or credit enhancement held at a financial institution rated at least "A-1"' or "A+" (or "A+", if it has no short-term rating) by S&P, "P-1" by Moody's and "F1" by Fitch, provided that any such investments mature on or before the next following Guarantor Payment Date or are disposable at no loss. "EURIBOR" means the Euro-Zone Inter-bank offered rate for Euro deposits, as determined from time to time pursuant to the relevant Transaction Documents. "Euro", "" and "EUR" refer to the single currency of member states of the European Union which adopt the single currency introduced in accordance with the treaty establishing the European Community. "Euroclear" means Euroclear Bank S.A./N.V. "European Economic Area" means the region comprised of member states of the European Union which adopt the Euro in accordance with the Treaty. "Excess Receivables" means, in relation to the Cover Pool and on each Calculation Date, those Receivables the aggregate Outstanding Principal of which is equal to: (i) any amount by reason of which the Portfolios comprised in the Cover Pool are in excess (as nominal value, interest coverage and net present value) of any Eligible Assets necessary to satisfy all Tests on the relevant Calculation Date; minus (ii) the aggregate Outstanding Principal of those Receivables indicated by the Calculation Agent as Affected Receivables pursuant to the provisions of clause 9.1 (Payment of Indemnity) of the Warranty and Indemnity Agreement. "Expenses" means any documented fees, costs, expenses and taxes required to be paid to any third party creditors (other than the Covered Bondholders, the Other Issuer Creditors and the Other Creditors) arising in connection with the Programme, and required to be paid (as determined in accordance with the Corporate Services Agreement) in order to preserve the existence of the Guarantor or to comply with applicable laws and legislation. "Expenses Account" means the Euro denominated account established in the name of the Guarantor with the Italian Account Bank, with number 201/89284 (IBAN: IT18S0311111299000000089284), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Expiry Date" means the date falling one year and one day after 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 their terms and conditions. "Extended Instalment Date" means the date on which a principal instalment in relation to a Series of Covered Bonds becomes due and payable pursuant to the extension of the relevant Covered Bond Instalment Date as specified in the relevant Final Terms. "Extended Maturity Date" means the date on which final redemption payments in relation to a specific Series of Covered Bonds becomes due and payable pursuant to the extension of the relevant Maturity Date in accordance with the relevant Final Terms. "Extension Determination Date" means, with respect to any Series of Covered Bonds, the date falling seven Business Days after (and including) the Maturity Date of such Series of Covered Bonds. "Facility" means the facility to be granted by each Subordinated Lender pursuant to the terms of clause 2 (Il Finanziamento) of the relevant Subordinated Loan Agreement. - 209 -
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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 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
Page 171 and 172: Prospectus Rating Downgrade Event U
Page 173 and 174: Prospectus in the name and on behal
Page 175 and 176: Prospectus CREDIT STRUCTURE The Cov
Page 177 and 178: Prospectus "Z" stands for the weigh
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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
Page 199 and 200: Prospectus terminate at the end of
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: Prospectus "Commercial Mortgage Loa
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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