Prospectus UBI Banca Covered Bond Programme

Prospectus
on any Interest Payment Date thereafter, up to (and including) the relevant Extended Maturity Date.
Interest will continue to accrue on any unpaid amount and be payable on each Interest Payment Date
during such extended period up to (and including) the Extended Maturity Date or, if earlier, the Interest
Payment Date on which the Final Redemption Amount is paid in full.
Extended Instalment Date: The following provisions are relevant to Series of Covered Bonds which are
specified in their Final Terms to be redeemable in instalments. If the Issuer fails to pay a Covered Bond
Instalment Amount of the relevant Series of Covered Bonds on the applicable Covered Bond Instalment
Date specified in the Final Terms (subject to applicable grace periods) and if the Guaranteed Amounts
equal to such Covered Bond Instalment Amount of the relevant Series of Covered Bonds are not paid in
full by the Guarantor on or before the Covered Bond Instalment Extension Determination Date (for
example because following the service of an Issuer Default Notice on the Issuer and the Guarantor, the
Guarantor has or will have insufficient moneys available in accordance with the Guarantee Priority of
Payments to pay in full the Guaranteed Amounts corresponding to such Covered Bond Instalment
Amount), then payment of each of (a) such unpaid Covered Bond Instalment Amount and (b) each
subsequently due and payable Covered Bond Instalment Amount shall be automatically deferred until
the Interest Payment Date falling one year after the date on which it was previously due (subject to any
applicable grace period). However, any amount representing a Covered Bond Instalment Amount due
and remaining unpaid on the applicable Covered Bond Instalment Extension Determination Date may
be paid by the Guarantor on any Interest Payment Date thereafter, up to (and including) the relevant
Extended Instalment Date. Interest will continue to accrue on any unpaid amount and be payable on
each Interest Payment Date during such extended period up to (and including) the applicable Extended
Instalment Date or, if earlier, the Interest Payment Date on which the Covered Bond Instalment Amount
is paid in full. Each Covered Bond Instalment Amount may be deferred when due no more than once.
At such time, each subsequent but not yet due Covered Bond Instalment Amount will also be deferred,
so it is possible that a Covered Bond Instalment Amount may be deferred more than once but it may
never be deferred to a date falling after the Maturity Date for the relevant Series.
• Servicing: Pursuant to the Master Servicing Agreement entered into between Unione di Banche Italiane
S.c.p.A. as Master Servicer, each Seller in its capacity as Sub-Servicer and Service Provider, and the
Guarantor: (i) the Guarantor has appointed the Master Servicer to carry out the administration,
management and collection activities and to act as "soggetto incaricato della riscossione dei crediti
ceduti e dei servizi di cassa e pagamento" pursuant to article 2, sub-paragraph 3, of the Securitisation
and Covered Bond Law in relation to the Cover Pool; (ii) the Master Servicer has delegated to each
Seller, in its capacity as Sub-Servicer, responsibility for carrying-out on behalf of the Guarantor the
management, administration, collection and recovery activities with respect to the Receivables
transferred by the relevant Seller to the Guarantor; and (iii) the Guarantor has appointed each Seller to
act as Service Provider in order to carry out certain monitoring and reporting activities with respect to
the Receivables transferred by the relevant Seller to the Guarantor.
• Asset Monitoring: Pursuant to an engagement letter entered into on 30 July 2008, the Issuer has
appointed the Asset Monitor in order to perform, subject to receipt of the relevant information from the
Issuer, specific monitoring activities concerning, inter alia, (i) the fulfilment of the eligibility criteria set
out under Decree No. 310 with respect to the Eligible Assets and Top-Up Assets included in the Cover
Pool; (ii) the compliance with the limits on the transfer of the Eligible Assets set out under Decree No.
310; and (iii) the effectiveness and adequacy of the risk protection provided by any Swap Agreement
entered into in the context of the Programme. Furthermore, under the terms of the Asset Monitoring
Agreement entered into between the Issuer, the Calculation Agent, the Asset Monitor, the Guarantor and
the Representative of the Covered Bondholders, the Asset Monitor has agreed with the Issuer and, upon
delivery of an Issuer Default Notice, with the Guarantor, to verify, subject to due receipt of the
information to be provided by the Calculation Agent to the Asset Monitor, the arithmetic accuracy of the
calculations performed by the Calculation Agent under the Statutory Tests and the Amortisation Test
carried out pursuant to the Cover Pool Management Agreement, with a view to confirming whether such
calculations are accurate.
• Further Information: For a more detailed description of the transactions summarised above relating to
the Covered Bonds, see, amongst other relevant sections of this Prospectus, Summary of the
Programme, Terms and Conditions of the Covered Bonds, Summary of the Transaction Documents,
Credit Structure, Cashflows and The Portfolio, below.
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