Prospectus UBI Banca Covered Bond Programme

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Prospectus "Sub-Servicer" means each Seller, in its capacity as sub-servicer pursuant to the Master Servicing Agreement. "Substitute Master Servicer" means the successor of the Master Servicer upon the occurrence of a Master Servicer Termination Event, which may be appointed by the Guarantor pursuant to clause 10.4 (Sostituto del Master Servicer) of the Master Servicing Agreement. "Swap Agreements" means, collectively, each Asset Swap Agreement, Liability Swap Agreement, Back-to- Back Liability Swap Agreement and any other swap agreement that may be entered into in connection with the Programme. "Swap Calculation Period" has the meaning given to the term "Calculation Period" in each Asset Swap Agreement. "Swap Collateral Excluded Amounts" means at any time, the amounts of Swap Collateral which may not be applied under the terms of the relevant Swap Agreement at that time in satisfaction of the relevant Swap Provider's obligations to the Guarantor or, as the case may be, the Issuer including Swap Collateral which is to be returned to the relevant Swap Provider from time to time in accordance with the terms of the Swap Agreements and ultimately upon termination of the relevant Swap Agreement. "Swap Providers" means, collectively, the Asset Swap Providers, the Liability Swap Providers, the Back-to- Back Liability Swap Provider and the providers of any other swap agreements entered into in connection with the Programme. "S&P" means Standard & Poor's Rating Services, a division of the McGraw-Hill Companies. "TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payments system which utilises a single shared platform and which was launched on 19 November 2007. "Term Loan" means a loan made or to be made available to the Guarantor under the Facility or the principal amount outstanding for the time being of that loan, in accordance with each Subordinated Loan Agreement. "Tests" means, collectively, the Statutory Tests and the Amortisation Test. "Test Grace Period" means the period starting from the Calculation Date on which the breach of a test is notified by the Calculation Agent and ending on the immediately following Calculation Date. "Test Performance Report" means the report to be delivered, on each Calculation Date, by the Calculation Agent pursuant to the terms of the Cover Pool Management Agreement. "Top-Up Assets" means, in accordance with article 2, sub-paragraph 3.2 and 3.3 of Decree 310, each of the following assets: (i) (ii) deposits held with banks which have their registered office in the European Economic Area or Switzerland or in a country for which a 0 per cent. risk weight is applicable in accordance with the Bank of Italy's prudential regulations for banks — standardised approach; and securities issued by the banks indicated in item (i) above, which have a residual maturity not exceeding one year. "Total Commitment" with respect to each Subordinated Lender, has the meaning ascribed to such term under the relevant Subordinated Loan Agreement. "Tranche" means the tranche of Covered Bonds issued under the Programme to which each Final Terms relates, each such tranche forming part of a Series. "Transaction Documents" means each Master Loans Purchase Agreement, the Master Servicing Agreement, each Warranty and Indemnity Agreement, the Cash Allocation, Management and Payments Agreement, the Programme Agreement, each Subscription Agreement, the Cover Pool Management Agreement, the Intercreditor Agreement, each Subordinated Loan Agreement, the Asset Monitoring Agreement, the Covered Bond Guarantee, the Corporate Services Agreement, the Swap Agreements, each Asset Swap Deed of Guarantee, the Mandate Agreement, the Quotaholders' Agreement, the Conditions, each Final Terms, the Deed of Charge, the Deeds of Pledge, the Luxembourg Account Bank Deed of Guarantee, the Master Definitions Agreement and any other agreement entered into from time to time in connection with the Programme. - 218 -
Prospectus "Transfer Date" means: (a) with respect to the Initial Portfolio, 1 July 2008; and (ii) with respect to New Portfolios, the date designated by each Seller in the relevant Transfer Notice. "Transfer Notice" means, in respect to each New Portfolio, such transfer notice which will be sent by each Seller and addressed to the Guarantor in the form set out in the relevant Master Loans Purchase Agreement. "Treaty" means the treaty establishing the European Community. "UBI" means Unione di Banche Italiane S.c.p.A., means a joint-stock co-operative company (società co-operativa per azioni) incorporated under the laws of the Republic of Italy with its registered office at Piazza Vittorio Veneto 8, 24100 Bergamo, fiscal code and enrolment in the companies register of Bergamo No. 03053920165, enrolled under No. 3111.2 with the register of banks held by the Bank of Italy in accordance with article 13 of the Consolidated Banking Act and enrolled with the register held by the Bank of Italy in accordance with article 64 of the Consolidated Banking Act. "UBI Group" means a banking group whose structure includes, as at the date this Proscpectus 2009, Unione di Banche Italiane S.c.p.A. as parent company and the following banks: (i) Banca Popolare di Bergamo S.p.A., (ii) Banco di Brescia S.p.A., (iii) Banca Popolare Commercio e Industria S.c.a r.l., (iv) Banca Regionale Europea S.p.A., (v) Banca Popolare di Ancona S.p.A., (vi) Banco di San Giorgio S.p.A., (vii) Banca Carime S.p.A., (viii) Banca di Valle Camonica S.p.A. and (ix) UBI Banca Private Investment S.p.A. "VAT" means Imposta sul Valore Aggiunto (IVA) as defined in D.P.R. number 633 of 26 October 1972. "Warranty and Indemnity Agreement" means each warranty and indemnity agreement entered into between a Seller and the Guarantor. "Weighted Average Balance" means in respect of Loans in a Swap Calculation Period, the aggregate outstanding balance of the Loans in the Relevant Portfolio on the first day of such Swap Calculation Period plus the aggregate outstanding balance of the Loans in the Relevant Portfolio on the last day of such Swap Calculation Period divided by two. - 219 -
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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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Prospectus Master Servicer shall al
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Prospectus receive instructions fro
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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
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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
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Page 213 and 214: Prospectus "Luxembourg BdB Interest
Page 215 and 216: Prospectus "Post-Enforcement Priori
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Page 221: Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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