Prospectus UBI Banca Covered Bond Programme

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Prospectus "Put Option Notice" means a notice in the form attached to the Cash Allocation Management and Payments Agreement which must be delivered to the Principal Paying Agent by any Covered Bondholder wanting to exercise a right to redeem Covered Bonds at the option of the Covered Bondholder; "Put Option Receipt" means a receipt issued by the Principal Paying Agent to a depositing Covered Bondholder upon deposit of Covered Bonds with the Principal Paying Agent by any Covered Bondholder wanting to exercise a right to redeem Covered Bonds at the option of the Covered Bondholder; "Quotaholders' Agreement" means the agreement entered into on or about 30 July 2008 between Unione di Banche Italiane S.c.p.A., Stichting Mara as quotaholders of the Guarantor, the Representative of the Covered Bondholders and the Guarantor; "Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Series of Covered Bonds specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms; "Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Final Terms; "Reference Banks" has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Covered Bond Calculation Agent in the market that is most closely connected with the Reference Rate; "Reference Price" has the meaning given in the relevant Final Terms; "Reference Rate" has the meaning given in the relevant Final Terms; "Regular Period" means: (i) (ii) (iii) in the case of Covered Bonds where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date; in the case of Covered Bonds where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls; and in the case of Covered Bonds where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period; "Relevant Clearing System" means Euroclear and/or Clearstream, Luxembourg and/or any other clearing system (other than Monte Titoli) specified in the relevant Final Terms as a clearing system through which payments under the Covered Bonds may be made; "Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Principal Paying Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Covered Bondholders; - 44 -
Prospectus "Relevant Dealer(s) " means, in relation to a Tranche, the Dealer(s) which is/are party to any agreement (whether oral or in writing) entered into with the Issuer and the Guarantor for the issue by the Issuer and the subscription by such Dealer(s) of such Tranche pursuant to the Programme Agreement; "Relevant Financial Centre" has the meaning given in the relevant Final Terms; "Relevant Screen Page" means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate; "Relevant Time" has the meaning given in the relevant Final Terms; "Security" means the security created pursuant to the Deeds of Pledge and the Deed of Charge; "Seller" means any seller in its capacity as such pursuant to the relevant Master Loans Purchase Agreement; "Service Provider" means each Seller, in its capacity as service provider pursuant to the Master Servicing Agreement; "Specified Currency" has the meaning given in the relevant Final Terms; "Specified Denomination(s) " has the meaning given in the relevant Final Terms; "Specified Office" means, in relation to the Principal Paying Agent, Via Carducci 31, 20123 Milan, Italy or such other office in the same city or town as it may specify by notice to the Issuer and the other parties to the Cash Management Payments and Allocation Agreement in the manner provided therein; "Specified Period" has the meaning given in the relevant 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 defined under clause 2 of the Cover Pool Management Agreement; "Subordinated Lender" means each Seller, in its capacity as subordinated lender pursuant to the relevant Subordinated Loan Agreement and "Subordinated Lenders" means, collectively, all of them; "Subordinated Loan Agreement" means each subordinated loan agreement entered into between a Subordinated Lender and the Guarantor; "Sub-Servicer" means each Seller, in its capacity as sub-servicer pursuant to the Master Servicing Agreement; "Subsidiary" has the meaning given to it in Article 2359 of the Italian Civil Code; "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 by the Guarantor in connection with the Programme; "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; "TARGET 2 Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET 2) System is open; "Test Grace Period" means the period starting on the date on which the breach of any Test is notified by the Calculation Agent and ending on the immediately following Calculation Date; "Tests" means the Statutory Tests and the Amortisation Test; - 45 -
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 and 42: Prospectus (ii) (iii) (iv) (v) an a
Page 43: Prospectus "Optional Redemption Dat
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
Page 93 and 94: 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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