Prospectus UBI Banca Covered Bond Programme

Prospectus
"Issuer" means Unione di Banche Italiane S.c.p.A., acting in its capacity as issuer pursuant to the Programme
Agreement.
"Issuer Deed of Pledge" means an Italian law-governed deed of pledge to be entered into between the Issuer and
the Guarantor on or about the Issue Date of the first Tranche of Covered Bonds issued under the Programme.
"Issuer Downgrading Event" means the Issuer being downgraded to "F2" by Fitch, "P-1" by Moody's and
"A-2" by S&P.
"Issuer Default Notice" means the notice to be delivered by the Representative of the Covered Bondholders to
the Issuer and the Guarantor upon the occurrence of an Issuer Event of Default.
"Issuer Event of Default" has the meaning ascribed to such expression in the Conditions.
"Italian Account Bank" means Unione di Banche Italiane S.c.p.A., in its capacity as Italian account bank
pursuant to the Cash Allocation Management and Payments Agreement.
"Italian Accounts" means the Expenses Account, the Quota Capital Account, the Guarantor Payment Account
and the Italian Collection Accounts.
"Italian BdB Collection Account" means the Euro denominated account established in the name of the
Guarantor with the Italian Account Bank for the deposit of any amount related to the Collections pertaining to
the BdB Portfolios, with number 201/89282 (IBAN: IT64Q0311111299000000089282), or such other substitute
account as may be opened in accordance with the Cash Allocation Management and Payments Agreement.
"Italian BRE Collection Account" means the Euro denominated account established in the name of the
Guarantor with the Italian Account Bank for the deposit of any amount related to the Collections pertaining to
the BRE Portfolios, with number 201/89281 (IBAN: IT87P0311111299000000089281), or such other substitute
account as may be opened in accordance with the Cash Allocation Management and Payments Agreement.
"Italian Collection Accounts" means, collectively, the Italian BdB Collection Account, the Italian BRE
Collection Account and any other Italian collection account which shall be opened by the Guarantor upon any
entity part of the UBI Group becoming part of the Programme as Seller, Sub-Servicer, Service Provider and
Subordinated Lender, for the purpose of crediting therein collections pertaining to the Portfolios transferred to
the Guarantor by such entity in its capacity as Seller.
"Latest Valuation" means, at any time with respect to any Real Estate Asset, the value given to the relevant
Real Estate Asset by the most recent valuation (to be performed in accordance with the requirements provided
for under the Prudential Regulations) addressed to the Seller or obtained from an independently maintained
valuation model, acceptable to reasonable and prudent institutional mortgage lenders in Italy.
"Liability Swap Agreement" means any swap agreement entered on or about each Issue Date between the the
Guarantor and a liability swap provider other than the Issuer.
"Liability Swap Provider" means any counterparty to the Guarantor under a Liability Swap Agreement.
"Loan Interest Period" means, in relation to any Term Loan: (i) the relevant First Interest Period; and thereafter
(ii) each monthly period starting on a Guarantor Payment Date (excluded) and ending on the following
Guarantor Payment Date (included).
"LTV" means, with respect to a Mortgage Loan, the Loan-to-Value ratio, determined as the ratio between the
value of a Real Estate Asset and the value of the relevant Mortgage Loan.
"Luxembourg Accounts" means the Luxembourg Collection Accounts and the Reserve Fund Account.
"Luxembourg Account Bank" means UBI Banca International S.A., acting in its capacity as Luxembourg
account bank pursuant to the Cash Allocation, Management and Payments Agreement.
"Luxembourg Account Bank Deed of Guarantee" means the deed of guarantee in respect of the Luxembourg
Account Bank entered into on or about 30 July 2008 between Unione di Banche Italiane S.c.p.a. as guarantor and
UBI Finance S.r.l. as beneficiary.
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