Prospectus UBI Banca Covered Bond Programme

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Prospectus "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 Event of Default" has the meaning given to it in Condition 12(a) (Issuer Events of Default); "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; "Liability Swap Agreements" means the swap agreements entered on or about each Issue Date between the Guarantor and a liability swap provider other than the Issuer; "Liability Swap Provider" means any entity acting as a liability swap provider to the Guarantor pursuant to a Liability Swap Agreement; "Loans" means any Mortgage Loan (as defined in the Master Definitions Agreement) which is sold and assigned by each Seller to the Guarantor from time to time under the terms of the relevant Master Loans Purchase Agreement; "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; "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); "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 given in the relevant Final Terms; "Master Loans Purchase Agreement" means each master loans purchase agreement entered into between the Guarantor and the relevant Seller; "Master Servicer" means Unione di Banche Italiane S.c.p.A. in its capacity as such pursuant to the Master Servicing Agreement; "Master Servicing Agreement" means the agreement entered into on 30 June 2008 between the Guarantor, the Issuer, the Master Servicer, the Sub-Servicers and the Service Providers; "Maturity Date" has the meaning given in the relevant Final Terms; "Maximum Redemption Amount" has the meaning given in the relevant Final Terms; "Minimum Redemption Amount" has the meaning given in the relevant Final Terms; "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by the Relevant Clearing System; "Official Gazette" means La Gazzetta Ufficiale della Repubblica Italiana; "Optional Redemption Amount (Call) " means, in respect of any Series of Covered Bonds, the principal amount of such Series or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; "Optional Redemption Amount (Put) " means, in respect of any Series of Covered Bonds, the principal amount of such Series or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; - 42 -
Prospectus "Optional Redemption Date (Call) " has the meaning given in the relevant Final Terms; "Optional Redemption Date (Put) " has the meaning given in the relevant Final Terms; "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; "Outstanding Principal Amount" means, on any date in respect of any Series of Covered Bonds or, where applicable, in respect of all Series of Covered Bonds: (i) (ii) the principal amount of such Series or, where applicable, all such Series upon issue; minus the aggregate amount of all principal which has been repaid prior to such date in respect of such Series or, where applicable, all such Series and, solely for the purposes of Title II (Meetings of the Covered Bondholders) of the Rules of the Organisation of Covered Bondholders, the principal amount of any Covered Bonds in such Series of (where applicable) all such Series held by, or by any Person for the benefit of, the Issuer or the Guarantor; "Payment Business Day" means a day on which banks in the relevant Place of Payment are open for payment of amounts due in respect of debt securities and for dealings in foreign currencies and any day which is: (i) (ii) if the currency of payment is Euro, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or if the currency of payment is not Euro, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre; "Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; "Place of Payment" means, in respect of any Covered Bondholders, the place at which such Covered Bondholder receives payment of interest or principal on the Covered Bonds; "Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that: (i) (ii) in relation to Euro, it means the principal financial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Covered Bond Calculation Agent; and in relation to Australian dollars, it means either Sydney or Melbourne and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Covered Bond Calculation Agent; "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, each as set out and defined in the Intercreditor Agreement; "Programme Resolution" has the meaning given in the Rules of the Organisation of Covered Bondholders attached to these Conditions; - 43 -
Page 1 and 2: Prospectus UNIONE DI BANCHE ITALIAN
Page 3 and 4: Prospectus Figures included in this
Page 5 and 6: Prospectus INFORMATION INCORPORATED
Page 7 and 8: Prospectus SUPPLEMENTS, FINAL TERMS
Page 9 and 10: Prospectus Structure Overview • P
Page 11 and 12: Prospectus on any Interest Payment
Page 13 and 14: Prospectus the Conditions and the D
Page 15 and 16: Prospectus deferral will occur auto
Page 17 and 18: Prospectus AAA Aaa AAA Governing La
Page 19 and 20: Prospectus Guarantee in respect of
Page 21 and 22: Prospectus of each individual Cover
Page 23 and 24: Prospectus Securitisation and Cover
Page 25 and 26: Prospectus securities. Generally, t
Page 27 and 28: Prospectus Catastrophic events, ter
Page 29 and 30: Prospectus Reliance on Swap Provide
Page 31 and 32: Prospectus There is no guarantee th
Page 33 and 34: Prospectus • the right to request
Page 35 and 36: Prospectus (e) Monte Titoli Mandate
Page 37 and 38: Prospectus "Calculation Agent" mean
Page 39 and 40: Prospectus "D 1 " is the first cale
Page 41: Prospectus (ii) (iii) (iv) (v) an a
Page 45 and 46: Prospectus "Relevant Dealer(s) " me
Page 47 and 48: Prospectus 4. Status and Guarantee
Page 49 and 50: Prospectus (d) ISDA Determination I
Page 51 and 52: Prospectus (b) Extension of maturit
Page 53 and 54: Prospectus Bondholder. Once deposit
Page 55 and 56: Prospectus withheld or assessed by
Page 57 and 58: Prospectus (v) Invalidity of the Co
Page 59 and 60: Prospectus all respects except for
Page 61 and 62: Prospectus 1. GENERAL RULES OF THE
Page 63 and 64: Prospectus "Voter" means, in relati
Page 65 and 66: Prospectus 5. VALIDITY OF BLOCK VOT
Page 67 and 68: Prospectus where applicable, modifi
Page 69 and 70: Prospectus 15.2 The Chairman and a
Page 71 and 72: Prospectus Removal and Remuneration
Page 73 and 74: Prospectus TITLE III THE REPRESENTA
Page 75 and 76: Prospectus 28.6 Discretions Save as
Page 77 and 78: Prospectus 29.2.16 shall not, if in
Page 79 and 80: Prospectus 30.7 Certificates of Par
Page 81 and 82: Prospectus 32.5 Notice of waiver If
Page 83 and 84: Prospectus FORM OF FINAL TERMS Set
Page 85 and 86: Prospectus [Instalment] [The Covere
Page 87 and 88: Prospectus (xv) Fall back provision
Page 89 and 90: Prospectus (i) Optional Redemption
Page 91 and 92: 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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Prospectus notice substantially in
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Prospectus price reasonably availab
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Prospectus Rating Downgrade Event U
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Prospectus in the name and on behal
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Prospectus CREDIT STRUCTURE The Cov
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Prospectus "Z" stands for the weigh
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Prospectus "Z" stands for the weigh
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Prospectus Pre-Issuer Event of Defa
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Prospectus (f) (g) (h) (i) Sixth, t
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Prospectus • the payment of which
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Prospectus DESCRIPTION OF CERTAIN R
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Prospectus The issuing bank The Ban
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Prospectus and the Covered Bond Gua
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Prospectus Finally the Prepayment P
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Prospectus authorised intermediary,
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Prospectus Where an Italian residen
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Prospectus terminate at the end of
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Prospectus and (3) an annual net tu
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Prospectus Listing and Admission to
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Prospectus GLOSSARY "Accounts" mean
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Prospectus "Commercial Mortgage Loa
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Prospectus guarantee) by an entity
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Prospectus "Initial Portfolio" mean
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Prospectus "Luxembourg BdB Interest
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Prospectus "Post-Enforcement Priori
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Prospectus "Representative of the C
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Prospectus "Transfer Date" means: (
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Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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