Prospectus UBI Banca Covered Bond Programme

Prospectus
Furthermore, under the Covered Bond Guarantee, the parties have agreed that as of the date of administrative
liquidation (liquidazione coatta amministrativa) of the Issuer or following the delivery of an Issuer Default
Notice to the Issuer and the Guarantor, the Guarantor (or the Representative of the Covered Bondholders
pursuant to the Intercreditor Agreement) shall exercise, on an exclusive basis and in compliance with the
provisions of article 4 of the Decree 310, the rights of the Covered Bondholders against the Issuer and any
amount recovered from the Issuer will be part of the Guarantor Available Funds.
To the extent that the Guarantor makes, or there is made on its behalf, a payment of any amount under the
Covered Bond Guarantee, the Guarantor will be fully and automatically subrogated to the Covered Bondholders'
and Other Issuer Creditors' rights against the Issuer pursuant to article 2900 et seq. of the Italian Civil Code.
Governing law
The Covered Bond Guarantee is governed by Italian law.
Subordinated Loan Agreements
On or about the date of the relevant Master Loans Purchase Agreement, each Seller and the Guarantor entered,
or will enter, into a Subordinated Loan Agreement, as amended from time to time, pursuant to article 7-bis of the
Securitisation and Covered Bond Law under which each Seller granted or will grant to the Guarantor a term loan
facility in an aggregate amount equal to the relevant Total Commitment, for the purposes of funding the
purchase by the Guarantor of (i) Eligible Assets from the relevant Seller pursuant to the terms of the relevant
Master Loans Purchase Agreement and (ii) Eligible Asset and/or Top-Up Assets from the relevant Seller
pursuant to the terms of the Cover Pool Management Agreement.
Pursuant to the relevant Subordinated Loan Agreement, each Subordinated Lender has acknowledged its
undertakings (i) pursuant to the Cover Pool Management Agreement, to transfer further Eligible Assets and/or
Top-Up Assets to the Guarantor and to make available to the Guarantor further Term Loans in order to fund the
purchase of such assets, and (ii) pursuant to the Master Loans Purchase Agreement, to make available to the
Guarantor further Term Loans in order to fund any settlement amounts of the purchase price of the Initial
Portfolio or any New Portfolio which may be due by the Guarantor under the relevant Master Loans Purchase
Agreement.
The obligation of each Seller (in its capacity as Subordinated Lender) to advance a Term Loan to the Guarantor
under the relevant Subordinated Loan Agreement will be off-set against the obligation of the Guarantor to pay to
the relevant Seller the purchase price for the Eligible Assets and Top-Up Assets funded by means of the relevant
Term Loan.
The rate of interest applicable in respect of each Term Loan for each Loan Interest Period shall be an amount of
interest equal to 0.001 per cent. per annum (the "Base Interest"). On each Guarantor Payment Date and subject
to the relevant Subordinated Lender having paid to the Guarantor any shortfall amount pursuant to clause 5.4 of
the relevant Subordinated Loan Agreement, the Guarantor will pay to the Subordinated Lender, in addition to the
Base Interest, the amount of the Premium, if any, payable to such Subordinated Lender on the relevant Guarantor
Payment Date in accordance with the applicable Priority of Payments and the terms of the relevant Subordinated
Loan Agreement.
Interest and Premium, if any, payable in respect of a Term Loan shall be payable on each Guarantor Payment
Date following the Drawdown Date of that Term Loan, subject to the relevant Priority of Payments.
Each Term Loan shall be repaid on each Guarantor Payment Date prior to the delivery of an Issuer Default
Notice according to the Pre-Issuer Event of Default Principal Priority of Payments and within the limits of the
then Guarantor Available Funds, provided that such repayment does not result in a breach of any of the Tests or
the Relevant Portfolio Test.
Following the service of an Issuer Default Notice, the Term Loans shall be repaid within the limits of the
Guarantor Available Funds subject to the repayment in full (or, prior to the service of a Guarantor Default
Notice, the accumulation of funds sufficient for the purpose of such repayment) of all Covered Bonds.
Governing law
Each Subordinated Loan Agreement is governed by Italian law.
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