Prospectus UBI Banca Covered Bond Programme

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Prospectus "Public Entity Securities" means pursuant to article 2, sub-paragraph 1, of Decree 310, any securities issued by, or which have benefit of a guarantee eligible for credit risk mitigation granted by, Public Entities. "Purchase Price" means, in relation to the Initial Portfolio and each New Portfolio transferred by a Seller, the consideration paid by the Guarantor to such Seller for the transfer thereof, calculated in accordance with the relevant Master Loans Purchase Agreement. "Quotaholders' Agreement" means the agreement entered into on or about 30 July 2008, between UBI, Stichting Mara, the Guarantor and the Representative of the Covered Bondholders. "Quotaholders" means Unione di Banche Italiane S.c.p.A. and Stichting Mara. "Quota Capital" means the quota capital of the Guarantor, equal to Euro 10,000. "Quota Capital Account" means the Euro denominated account established in the name of the Guarantor with the Italian Account Bank, with number 201/89283 (IBAN: IT41R0311111299000000089283) for the deposit of the Quota Capital. "Rated Swap Provider" means a Liability Swap Provider or an Asset Swap Provider. "Rating Agencies" means Fitch, Moody's and S&P. "Real Estate Assets" means the real estate properties which have been mortgaged in order to secure the Receivables. "Receivables" means specifically each and every right arising under the Mortgage Loans pursuant to the Mortgage Loan Agreements, including but not limited to: (i) (ii) (iii) (iv) (v) all rights in relation to all Outstanding Principal of the Mortgage Loans as at the relevant Transfer Date; all rights in relation to interest (including default interest) amounts which will accrue on the Mortgage Loans as from the relevant Transfer Date; all rights in relation to the reimbursement of expenses and in relation to any losses, costs, indemnities and damages and any other amount due to each Seller in relation to the Mortgage Loans, the Mortgage Loan Agreements, including penalties and any other amount due to each Seller in the case of prepayments of the Mortgage Loans, and to the warranties and insurance related thereto, including the rights in relation to the reimbursement of legal, judicial and other possible expenses incurred in connection with the collection and recovery of all amounts due in relation to the Mortgage Loans up to and as from the relevant Transfer Date; all rights in relation to any amount paid pursuant to any Insurance Policy or guarantee in respect of the Mortgage Loans of which each Seller is the beneficiary or is entitled pursuant to any liens (vincoli); all of the above together with the Mortgages and any other security interests (garanzie reali o garanzie personali) assignable as a result of the assignment of the Receivables (except for the fidejussioni omnibus which have not been granted exclusively in relation to or in connection with the Mortgage Loans), including any other guarantee granted in favour of the Sellers in connection with the Mortgage Loans or the Mortgage Loan Agreements and the Receivables. "Receiver" means any receiver, manager or administrative receiver appointed in accordance with clause 9 (Appointment of Receiver) of the Deed of Charge. "Recoveries" means any amounts received or recovered by the Master Servicer, or by each Sub-Servicer in accordance with the terms of the Master Servicing Agreement, in relation to any Defaulted Receivable and any Delinquent Receivable. "Relevant Portfolio" means, in respect of each Asset Swap Agreement, the Portfolio transferred to the Guarantor by the Asset Swap Provider which is party thereto. "Relevant Seller Portfolio Test" means the test that the Calculation Agent will perform on each Calculation Date in the same manner as the Nominal Value Test, with respect to the Portfolio transferred by each relevant Seller. - 216 -
Prospectus "Representative of the Covered Bondholders" means BNY Corporate Trustee Services Limited, acting in its capacity as representative of the Covered Bond holders pursuant to the Intercreditor Agreement, the Programme Agreement, the Conditions and the Final Terms of each Series of Covered Bonds. "Reserve Fund Account" means the Euro denominated account established in the name of the Guarantor with the Luxembourg Account Bank with number 978301 (IBAN: LU12 3010 9783 01EU R001; SWIFT CABILULL), or such other substitute account as may be opened in accordance with the Cash Allocation Management and Payments Agreement. "Reserve Fund Amount" means, on each Guarantor Payment Date, an amount, as calculated by the Calculation Agent on or prior to each Calculation Date, equal to: (i) (ii) interest accruing in respect of all outstanding Series of Covered Bonds during the immediately following Calculation Period, plus prior to the service of an Issuer Default Notice, the aggregate amount to be paid by the Guarantor on the immediately following Guarantor Payment Date in respect of the items (a) to (c) of the Pre- Issuer Event of Default Interest Priority of Payments. "Residential Mortgage Loan" means, pursuant to article 2, sub-paragraph 1, of Decree 310, any residential mortgage loan which has an LTV that does not exceed 80 per cent. and for which the hardening period with respect to the perfection of the relevant mortgage has elapsed. "Residential Mortgage Loan Agreement" means any residential mortgage loan agreement out of which Receivables arise. "Securities Act" means the U.S. Securities Act of 1933. "Securitisation and Covered Bond Law" means Italian Law No. 130 of 30 April 1999. "Seller" means any seller in its capacity as such pursuant to the relevant Master Loans Purchase Agreement. "Series of Covered Bonds" means each series of Covered Bonds issued in the context of the Programme. "Service Provider" means each Seller, in its capacity as service provider pursuant to the Master Servicing Agreement. "Service Provider's Termination Event" means any of the events set out under clause 11.1 (Casi di Revoca del Mandato del Service Provider) which allows the Guarantor to terminate the Service Provider appointment, pursuant to the Master Servicing Agreement. "Sole Affected Party" means an Affected Party as defined in the relevant Swap Agreement which at the relevant time is the only Affected Party under such Swap Agreement. "Specific Criteria" means the criteria as described in Section named "Description of the Cover Pool" above. "Specified Currency" means the currency as may be agreed from time to time by the Issuer, the relevant Dealer(s), the Principal Paying Agent and the Representative of the Covered Bondholders (as set out in the applicable Final Terms). "Statutory Tests" means such tests provided for under article 3 of Decree 310 and namely: (i) the Nominal Value Test, (ii) the Net Present Value Test and (iii) the Interest Coverage Test, as further described in the Section named "Credit Structure" above. "Subordinated Lender" means each Seller, in its capacity as subordinated lender pursuant to the relevant Subordinated Loan Agreement. "Subordinated Loan Agreement" means each subordinated loan agreement entered into between a Subordinated Lender and the Guarantor. "Substitute Master Servicer" means the successor to the Master Servicer which may be appointed by the Guarantor, upon the occurrence of a Master Servicer Termination Event, pursuant to clause 10.4 (Sostituto del Master Servicer) of the Master Servicing Agreement. - 217 -
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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 (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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Prospectus Master Servicer shall al
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Page 205 and 206: Prospectus GLOSSARY "Accounts" mean
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Prospectus UBI Banca Covered Bond Programme

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