Prospectus UBI Banca Covered Bond Programme

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Prospectus "Maturity Date" means each date on which final redemption payments for a Series of Covered Bonds become due in accordance with the Final Terms but subject to it being extended to the Extended Maturity Date. "Monte Titoli" means Monte Titoli S.p.A. "Moody's" means Moody's Investors Service Inc. "Mortgage Loan Agreement" means any Residential Mortgage Loan Agreement or Commercial Mortgage Loan Agreement, as the case may be, out of which the Receivables arise. "Mortgage Loan" means a Residential Mortgage Loan or a Commercial Mortgage Loan, as the case may be. "Mortgages" means the mortgage security interests (ipoteche) created on the Real Estate Assets or the Commercial Assets, as the case may be, pursuant to Italian law in order to secure claims in respect of the Receivables. "Mortgagor" means any person, either a borrower or a third party, who has granted a Mortgage in favour of a Seller to secure the payment or repayment of any amounts payable in respect of a Mortgage Loan, and/or his/her successor in interest. "Negative Carry Factor" means a percentage (which will never be less than 0.5 per cent.) calculated by reference to the weighted average margin of the Covered Bonds. "Net Present Value Test" has the meaning ascribed to such term in the Section named "Credit Structure" above. "Net Present Value" has the meaning ascribed to such term in the Section named "Credit Structure" above. "New Portfolio" means any portfolio of Receivables (other than the Initial Portfolio), comprising Eligible Assets, and/or Top-Up Assets which may be purchased by the Guarantor from any Seller pursuant to the terms and subject to the conditions of the relevant Master Loans Purchase Agreement. "Nominal Value" has the meaning ascribed to such term in the Section named "Credit Structure" above. "Nominal Value Test" has the meaning ascribed to such term in the Section named "Credit Structure" above. "Official Gazette " means La Gazzetta Ufficiale della Repubblica Italiana. "Organisation of the Covered Bondholders" means the association of the Covered Bondholders, organised pursuant to the Rules of the Organisation of the Covered Bondholders. "Other Creditors" means the Sellers, the Master Servicer, the Sub-Servicers, the Service Providers, the Representative of the Covered Bondholders, the Calculation Agent, the Guarantor Corporate Servicer, the Principal Paying Agent, the Italian Account Bank, the Luxembourg Account Bank, the Asset Monitor and the Swap Providers. "Other Issuer Creditors" means the Principal Paying Agent, any Liability Swap Provider, the Asset Monitor and any other Issuer's creditor which may from time to time be identified as such in the context of the Programme. "Outstanding Principal" means, on any given date and in relation to any Receivable, the sum of all (i) Principal Instalments due but unpaid at such date; and (ii) the Principal Instalments not yet due at such date. "Outstanding Principal Amount" has the meaning ascribed to such term in the Conditions. "Outstanding Principal Balance" means any principal balance outstanding in respect of a Mortgage Loan. "Portfolio" means, in respect of each Seller, collectively, the Initial Portfolio and any New Portfolio which has been purchased and will be purchased by the Guarantor pursuant to the relevant Master Loans Purchase Agreement. "Portfolio Manager" means the entity appointed as such in accordance with of the Cover Pool Management Agreement. - 214 -
Prospectus "Post-Enforcement 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 a Guarantor Default Notice, in accordance with the Intercreditor Agreement. "Potential Set-Off Amount" means an amount, calculated by the Issuer as a percentage of the Cover Pool that the Issuer determines as potentially subject to set-off by the Debtors. "Pre-Issuer Event of Default Interest Priority of Payments" means the order of priority pursuant to which the Interest Available Funds shall be applied on each Guarantor Payment Date, prior to the delivery of an Issuer Default Notice in accordance with the Intercreditor Agreement. "Pre-Issuer Event of Default Principal Priority of Payments" means the order of priority pursuant to which the Principal Available Funds shall be applied on each Guarantor Payment Date, prior to the delivery of an Issuer Default Notice in accordance with the Intercreditor Agreement. "Premium" means the premium payable by the Guarantor to each Seller in accordance with the relevant Subordinated Loan Agreement, as determined thereunder. "Principal Available Funds" has the meaning ascribed to such term in the Section named "Cashflows". "Principal Instalment" means the principal component of each Instalment. "Principal Paying Agent" means The Bank of New York Mellon (Luxembourg) S.A., Italian Branch, acting in its capacity as principal paying agent pursuant to the Cash Allocation, Management and Payments Agreement. "Priority of Payments" means each of the Pre-Issuer Event of Default Interest Priority of Payments, the Pre-Issuer Event of Default Principal Priority of Payments, the Guarantee Priority of Payments and the Post-Enforcement Priority of Payments. "Privacy Law" means the Italian Law n. 675 of the 31 December 1996. "Programme" means the programme for the issuance of each Series of Covered Bonds (obbligazioni bancarie garantite) by the Issuer in accordance with article 7-bis of the Securitisation and Covered Bond Law. "Programme Agreement" means the programme agreement entered into on or about 30 July 2008 between, inter alios, the Guarantor, the Issuer and the Dealers. "Prospectus" means the prospectus prepared in connection with the issue of the Covered Bonds and the establishment and any update of the Programme, as supplemented from time to time. "Prospectus Directive" means Directive 2003/71/EC of 4 November 2003. "Prudential Regulations" means the prudential regulations for banks issued by the Bank of Italy on 27 December 2006 with Circular No. 263 (Nuove disposizioni di vigilanza prudenziale per le banche). "Public Entities" means: (i) (ii) public entities, including ministerial bodies and local or regional bodies, located within the European Economic Area or Switzerland for which a risk weight not exceeding 20 per cent. is applicable in accordance with the Bank of Italy's prudential regulations for banks — standardised approach; public entities, located outside the European Economic Area or Switzerland, for which a 0 per cent. risk weight is applicable in accordance with the Bank of Italy's prudential regulations for banks — standardised approach — or regional or local public entities or non-economic administrative entities, located outside the European Economic Area or Switzerland, for which a risk weight not exceeding 20 per cent. is applicable in accordance with the Bank of Italy's prudential regulations for banks — standardised approach. "Public Entity Receivables" means, pursuant to article 2, sub-paragraph 1, of Decree 310, any receivables owned by, or receivables which have been benefit of a guarantee eligible for credit risk mitigation granted by, Public Entities. - 215 -
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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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Prospectus Master Loans Purchase Ag
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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
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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
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Page 197 and 198: Prospectus Where an Italian residen
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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 and 212: Prospectus "Initial Portfolio" mean
Page 213: Prospectus "Luxembourg BdB Interest
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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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