Prospectus UBI Banca Covered Bond Programme

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Prospectus "Final Redemption Amount" means, in respect of any Series of Covered Bonds, the principal amount of such Series or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms. "Final Terms" means, in relation to any issue of any Series of Covered Bonds, the relevant terms contained in the applicable Transaction Documents and, in case of any Series of Covered Bonds to be admitted to listing, the final terms submitted to the appropriate listing authority on or before the date of issue of the applicable Series of Covered Bonds. "First Interest Period" means, in relation to any Term Loan, the period starting on the relevant Drawdown Date and ending on the first Guarantor Payment Date. "Fitch" means Fitch Ratings Limited. "Further Criteria" means the criteria identified in accordance with clause 2.4.3 (Criteri Ulteriori) of each Master Loans Purchase Agreement. "Guarantee Priority of Payments" means the order of priority pursuant to which the Guarantor Available Funds shall be applied, on each Guarantor Payment Date following the delivery of an Issuer Default Notice, but prior to the delivery of a Guarantor Default Notice, in accordance with the Intercreditor Agreement. "Guaranteed Amounts" means the amounts due from time to time from the Issuer to (i) the Covered Bondholders with respect to each Series of Covered Bonds (excluding any additional amounts payable to the Covered Bondholders under Condition 11(a) (Gross-up by the Issuer) and (ii) the Other Issuer Creditors pursuant to the relevant Transaction Documents. "Guarantor" means UBI Finance S.r.l., acting in its capacity as guarantor pursuant to the Covered Bond Guarantee. "Guarantor Available Funds" means, collectively, the Interest Available Funds and the Principal Available Funds. "Guarantor Corporate Servicer" means TMF Management Italy S.r.l., acting in its capacity as corporate servicer of the Guarantor pursuant to the Corporate Services Agreement. "Guarantor Default Notice" means the notice to be delivered by the Representative of the Covered Bondholders to the Guarantor and the Issuer upon the occurrence of a Guarantor Event of Default. "Guarantor Event of Default" has the meaning ascribed to such expression in the Conditions. "Guarantor Payments Account" means the Euro denominated account established in the name of the Guarantor and held with the Principal Paying Agent, or such other substitute account as may be opened in accordance with the Cash Allocation, Management and Payments Agreement. "Guarantor Payment Date" means (a) prior to the delivery of a Guarantor Default Notice, the date falling on the 18th day of each month or, if such day is not a Business Day, the immediately following Business Day; and (b) following the delivery of a Guarantor Default Notice, any day on which any payment is required to be made by the Representative of the Covered Bondholders in accordance with the Post-Enforcement Priority of Payments, the relevant Final Terms and the Intercreditor Agreement. "Guarantor Payment Period" has the meaning ascribed to that term in the Section "Cashflows" above. "Individual Purchase Price" means, with respect to each Receivable transferred pursuant to the Master Loan Purchase Agreements: (i) the most recent book value (ultimo valore di iscrizione in bilancio) of the relevant Receivable minus all principal and interest collections (with respect only to the amounts of interest which constitute the most recent book value) received by the Seller with respect to the relevant Receivables up to the relevant Transfer Date and increased of the amount of interest accrued and not yet collected on such Receivables as at the relevant Transfer Date; or, at the option of the relevant Seller (ii) such other value, as indicated by the relevant Seller in the Transfer Notice, as will allow the Seller to consider each duty or tax due as if the relevant Receivables had not been transferred for the purpose of article 7-bis, sub-paragraph 7, of the Securitisation and Covered Bond Law. - 210 -
Prospectus "Initial Portfolio" means the initial portfolio of Receivables, comprising Eligible Assets, purchased by the Guarantor from each Seller pursuant to the relevant Master Loans Purchase Agreement. "Insolvency Event" means in respect of any company, entity, or corporation that: (i) (ii) (iii) (iv) (v) such company, entity or corporation has become subject to any applicable bankruptcy, liquidation, administration, insolvency, composition or reorganisation (including, without limitation, "fallimento", "liquidazione coatta amministrativa", "concordato preventivo" and (other than in respect of the Issuer) "amministrazione straordinaria", each such expression bearing the meaning ascribed to it by the laws of the Republic of Italy, and including the seeking of liquidation, division, winding-up, reorganisation, dissolution, administration) or similar proceedings or the whole or any substantial part of the undertaking or assets of such company, entity or corporation are subject to a pignoramento or any procedure having a similar effect (other than in the case of the Guarantor, any portfolio of assets purchased by the Guarantor for the purposes of further programme of issuance of Covered Bonds), unless in the opinion of the Representative of the Covered Bondholders (who may in this respect rely on the advice of a legal adviser selected by it), such proceedings are being disputed in good faith with a reasonable prospect of success; or an application for the commencement of any of the proceedings under (i) above is made in respect of or by such company or corporation or such proceedings are otherwise initiated against such company, entity or corporation and, in the opinion of the Representative of the Covered Bondholders (who may in this respect rely on the advice of a legal adviser selected by it), the commencement of such proceedings are not being disputed in good faith with a reasonable prospect of success; or such company, entity or corporation takes any action for a re-adjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors (other than, in case of the Guarantor, the creditors under the Transaction Documents) or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for suspension of payments (other than, in respect of the Issuer, the issuance of a resolution pursuant to article 74 of the Consolidated Banking Act); or an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution in any form of such company, entity or corporation or any of the events under article 2448 of the Italian Civil Code occurs with respect to such company, entity or corporation (except in any such case a winding-up or other proceeding for the purposes of or pursuant to a solvent amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Covered Bondholders); or such company, entity or corporation becomes subject to any proceedings equivalent or analogous to those above under the law of any jurisdiction in which such company or corporation is deemed to carry on business. "Instalment" means with respect to each Mortgage Loan Agreement, each instalment due from the relevant Debtor thereunder and which consists of an Interest Instalment and a Principal Instalment. "Insurance Policies" means the insurance policies taken out with the insurance companies in relation to each Real Estate Asset and each Mortgage Loan. "Intercreditor Agreement" means the intercreditor agreement entered into on or about 30 July 2008, between, inter alios, the Guarantor and the Other Creditors. "Interest Available Funds" has the meaning ascribed to such term in the Section named "Cashflows" above. "Interest Coverage Test" has the meaning ascribed to such term in the Section named "Credit Structure" above. "Interest Instalment" means the interest component of each Instalment. "Interest Payment Date" has the meaning ascribed to such terms in the Conditions. "Issue Date" has the meaning ascribed to such term, with respect to each Series of Covered Bonds, in the relevant Final Terms. - 211 -
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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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Prospectus Loans to customers as at
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Page 185 and 186: Prospectus • the payment of which
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Page 205 and 206: Prospectus GLOSSARY "Accounts" mean
Page 207 and 208: Prospectus "Commercial Mortgage Loa
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Page 213 and 214: Prospectus "Luxembourg BdB Interest
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Prospectus UBI Banca Covered Bond Programme

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