Prospectus UBI Banca Covered Bond Programme

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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. - 212 -
Prospectus "Luxembourg BdB Interest Collection Account" means the Euro denominated account established in the name of the Guarantor with the Luxembourg Account Bank for the deposit of the interest Collections received by the Guarantor on the Italian BdB Collection Account, with number 978286 (IBAN: LU08 3010 9782 86EU R001; SWIFT CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Luxembourg BdB Principal Collection Account" means the Euro denominated account established in the name of the Guarantor with the Luxembourg Account Bank for the deposit of the principal Collections received by the Guarantor on the Italian BdB Collection Account, with number 978281 (IBAN: LU39 3010 9782 81EU R001; SWIFT CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Luxembourg BRE Interest Collection Account" means the Euro denominated account established in the name of the Guarantor with the Luxembourg Account Bank for the deposit of the interest Collections received by Guarantor on the Italian BRE Collection Account, with number 978296 (IBAN: LU43 3010 9782 96EU R001; SWIFT CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Luxembourg BRE Principal Collection Account" means the Euro denominated account established in the name of the Guarantor with the Luxembourg Account Bank for the deposit of the principal Collections received by Guarantor on the Italian BRE Collection Account, with number 978291 (IBAN: LU74 3010 9782 91EU R001; SWIFT CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Luxembourg Collection Accounts" means, collectively, the Luxembourg Principal Collection Accounts and the Luxembourg Interest Collection Accounts. "Luxembourg Deed of Pledge" means the Luxembourg law deed of pledge over bank account entered into on 30 July 2008 between the Luxembourg Account Bank, the Guarantor and the Representative of the Covered Bondholders (acting on behalf of the Covered Bondholders and the Other Creditors). "Luxembourg Interest Collection Accounts" means collectively, the Luxembourg BdB Interest Collection Account, the Luxembourg BRE Interest Collection Account and any other Luxembourg interest collection accounts 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. "Luxembourg Principal Collection Accounts" means, collectively, the Luxembourg BdB Principal Collection Account, the Luxembourg BRE Principal Collection Account and any other Luxembourg principal collection accounts 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. "Mandate Agreement" means the mandate agreement entered into on or about 30 July 2008 between the Representative of the Covered Bondholders and the Guarantor. "Margin" has the meaning ascribed to such term under the Final Terms. "Master Definitions Agreement" means the master definitions agreement entered into on or about 30 July 2008, between the Issuer, the Guarantor and the Other Creditors. "Master Loans Purchase Agreement" means each master loans purchase agreement entered into between the Guarantor and a Seller. "Master Servicer" means Unione di Banche Italiane S.c.p.A., in its capacity as master servicer pursuant to the Master Servicing Agreement. "Master Servicer Termination Event" means any of the events set out under clause 10.1 (Casi di revoca del mandato del Master Servicer) of the Master Servicing Agreement, which allows the Guarantor to terminate the Master Servicer's appointment and appoint a Substitute Master Servicer. "Master Servicing Agreement" means the master servicing agreement entered into on 30 June 2008 between the Guarantor, the Issuer, the Master Servicer, the Service Providers and the Sub-Servicers. - 213 -
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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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Prospectus Covered Bond Guarantee S
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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
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Page 193 and 194: Prospectus Finally the Prepayment P
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Page 197 and 198: Prospectus Where an Italian residen
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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 and 208: Prospectus "Commercial Mortgage Loa
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Page 211: Prospectus "Initial Portfolio" mean
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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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