Prospectus UBI Banca Covered Bond Programme

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Prospectus TITLE IV THE ORGANISATION OF THE COVERED BONDHOLDERS AFTER SERVICE OF AN NOTICE 36. POWERS TO ACT ON BEHALF OF THE GUARANTOR It is hereby acknowledged that, upon service of a Guarantor Default Notice or, prior to service of a Guarantor Default Notice, following the failure of the Guarantor to exercise any right to which it is entitled, pursuant to the Mandate Agreement the Representative of the Covered Bondholders, in its capacity as legal representative of the Organisation of the Covered Bondholders, shall be entitled (also in the interests of the Other Issuer Creditors) pursuant to Articles 1411 and 1723 of the Italian Civil Code, to exercise certain rights in relation to the Cover Pool. Therefore, the Representative of the Covered Bondholders, in its capacity as legal representative of the Organisation of the Covered Bondholders, will be authorised, pursuant to the terms of the Mandate Agreement, to exercise, in the name and on behalf of the Guarantor and as mandatario in rem propriam of the Guarantor, any and all of the Guarantor's rights under certain Transaction Documents, including the right to give directions and instructions to the relevant parties to the relevant Transaction Documents. 37. GOVERNING LAW TITLE V GOVERNING LAW AND JURISDICTION These Rules are governed by, and will be construed in accordance with, the laws of the Republic of Italy. 38. JURISDICTION The Courts of Milan will have jurisdiction to law and determine any suit, action or proceedings and to settle any disputes which may arise out of or in connection with these Rules. - 82 -
Prospectus FORM OF FINAL TERMS Set out below is the form of Final Terms which, subject to any necessary amendments, will be completed for each Tranche of Covered Bonds issued under the Programme. Text in this section appearing in italics does not form part of the Final Terms but denotes directions for completing the Final Terms. Final Terms dated [•] UNIONE DI BANCHE ITALIANE S.c.p.a. Issue of [Aggregate Nominal Amount of Tranche] [Description] Covered Bonds (Obbligazioni Bancarie Garantite) due [Maturity] Guaranteed by UBI Finance S.r.l. under the Euro10,000,000,000 Programme PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the prospectus dated [] 2009 [and the supplement[s] to the prospectus dated [•]] which [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Covered Bonds (Obbligazioni Bancarie Garantite) described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Covered Bonds (Obbligazioni Bancarie Garantite) and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on the Issuer, the Guarantor and the offer of the Covered Bonds (Obbligazioni Bancarie Garantite) described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. The Base Prospectus [, including the supplement[s]] [is/are] available for viewing [at the Issuer's website (http://www.ubibanca.it)] [and] during normal business hours at the registered office of the Issuer at [address] [and copies may be obtained from [the registered office of the Issuer]. [Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any final terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.] 1. (i) Issuer: Unione di Banche Italiane S.c.p.a. (ii) Guarantor: UBI Finance S.r.l. 2. (i) Series Number: [•] (ii) Tranche Number: [•] 3. Specified Currency or Currencies: [•] 4. Aggregate Nominal Amount: [•] (i) Series: [•] (ii) Tranche: [•] (If fungible with an existing Series, details of that Series, including the date on which the Covered Bonds become fungible). - 83 -
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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
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 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: Prospectus 32.5 Notice of waiver If
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
Page 97 and 98: Prospectus Calabria, Vibo Valentia,
Page 99 and 100: Prospectus (ix) a banking network o
Page 101 and 102: Prospectus The actual Supervisory B
Page 103 and 104: Prospectus Name Position Principal
Page 105 and 106: Prospectus The Supervisory Board al
Page 107 and 108: Prospectus General Management Name
Page 109 and 110: Prospectus approvals from CONSOB an
Page 111 and 112: Prospectus (thousands of Euro) UNIO
Page 113 and 114: Prospectus (thousands of Euro) UNIO
Page 115 and 116: Prospectus Defaulted and problem lo
Page 117 and 118: Prospectus Introduction THE GUARANT
Page 119 and 120: Prospectus Banca Popolare di Bergam
Page 121 and 122: Prospectus ( * ) Member of Executiv
Page 123 and 124: Prospectus Figures in thousands of
Page 125 and 126: Prospectus Name Franco Bossoni( * )
Page 127 and 128: Prospectus (In thousands of Euro) 3
Page 129 and 130: Prospectus of the bank. In accordan
Page 131 and 132: Prospectus (In thousands of Euro) 3
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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 (In thousands of Euro) 3
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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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