Prospectus UBI Banca Covered Bond Programme

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Prospectus "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, these 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; "Warranty and Indemnity Agreement" means each warranty and indemnity agreement entered into between a Seller and the Guarantor; and "Zero Coupon Covered Bond" means a Covered Bond specified as such in the relevant Final Terms. (b) Interpretation In these Conditions: (i) (ii) (iii) (iv) (v) (vi) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 11 (Taxation), any premium payable in respect of a Series of Cover Bonds and any other amount in the nature of principal payable pursuant to these Conditions; any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 11 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions; if an expression is stated in Condition 2(a) (Definitions) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable to the Cover Bonds; any reference to a Transaction Document shall be construed as a reference to such Transaction Document, as amended and/or supplemented up to and including the Issue Date of the relevant Covered Bonds; any reference to a party to a Transaction Document (other than the Issuer and the Guarantor) shall, where the context permits, include any Person who, in accordance with the terms of such Transaction Document, becomes a party thereto subsequent to the date thereof, whether by appointment as a successor to an existing party or by appointment or otherwise as an additional party to such document and whether in respect of the Programme generally or in respect of a single Tranche only; and any reference in any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted. 3. Form, Denomination and Title The Covered Bonds are in the Specified Denomination(s), which may include a minimum denomination and higher integral multiples of a smaller amount, in each case as specified in the relevant Final Terms. The Covered Bonds will at all times be evidenced by, and title thereto will be transferable by means of, book entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and the joint regulation of CONSOB and the Bank of Italy dated 22 February 2008 and published in the Official Gazette No. 54 of 4 March 2008, as amended and supplemented from time to time. The Covered Bonds will be held by Monte Titoli on behalf of the Covered Bondholders until redemption or cancellation thereof for the account of the relevant Monte Titoli Account Holder. No physical documents of title will be issued in respect of the Covered Bonds. The rights and powers of the Covered Bondholders may only be exercised in accordance with the Rules of the Organisation of the Covered Bondholders. - 46 -
Prospectus 4. Status and Guarantee (a) Status of the Covered Bonds The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory winding-up (liquidazione coatta amministrativa) of the Issuer, any funds realised and payable to the Covered Bondholders will be collected by the Guarantor on their behalf. (b) Status of the Covered Bond Guarantee The payment of Guaranteed Amounts in respect of each Series of Covered Bonds when due for payment will be unconditionally and irrevocably guaranteed by the Guarantor in the Covered Bond Guarantee. (c) Priority of Payments Amounts due from the Issuer pursuant to these Conditions or from the Guarantor pursuant to the Covered Bond Guarantee shall be paid in accordance with the Priority of Payments, as set out in the Intercreditor Agreement. 5. Fixed Rate Provisions (a) Application This Condition 5 is applicable to the Covered Bonds only if the Fixed Rate Provisions are specified in the relevant Final Terms as being applicable. (b) Accrual of interest The Covered Bonds bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 10 (Payments). Each Covered Bond will cease to bear interest from the due date for final redemption unless payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 5 (both before and after judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Covered Bond up to that day are received by or on behalf of the relevant Covered Bondholder and (ii) the day which is seven days after the Principal Paying Agent has notified the Covered Bondholders that it has received all sums due in respect of the Covered Bonds up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Fixed Coupon Amount The amount of interest payable in respect of each Covered Bond for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Covered Bonds are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified Denomination. (d) Calculation of interest amount The amount of interest payable in respect of each Covered Bond for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub unit of the Specified Currency (half a sub unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of such Covered Bond divided by the Calculation Amount. For this purpose a "sub-unit" means, in the case of any currency other than Euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of Euro, means one cent. - 47 -
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 and 44: Prospectus "Optional Redemption Dat
Page 45: Prospectus "Relevant Dealer(s) " me
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
Page 95 and 96: 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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