Prospectus UBI Banca Covered Bond Programme

Prospectus
Master Loans Purchase Agreements
On 30 June 2008 each Seller and the Guarantor entered into the Master Loans Purchase Agreements, as amended
from time to time, pursuant to which, each Seller will assign and transfer to the Guarantor, and the Guarantor
will purchase, without recourse (pro soluto) from the relevant Seller, an Initial Portfolio and New Portfolios of
Eligible Assets and Top-Up Assets that shall form part of the Cover Pool, in accordance with articles 4 and 7-bis
of the Securitisation and Covered Bond Law and article 2 of Decree 310.
Under each Master Loans Purchase Agreement, upon satisfaction of certain conditions set out therein, the
relevant Seller (i) may or shall, as the case may be, assign and transfer, without recourse (pro soluto), to the
Guarantor and the Guarantor shall purchase, without recourse (pro soluto) from the relevant Seller, New
Portfolios which shall form part of the Cover Pool held by the Guarantor, if such transfer is required under the
terms of the Cover Pool Management Agreement in order to ensure the compliance of the Cover Pool with the
Tests or with the 15 per cent threshold limit with respect to Top-Up Assets provided for by Decree 310 and the
Bank of Italy Regulations; and (ii) may transfer New Portfolios to the Guarantor, and the Guarantor shall
purchase from each Seller such New Portfolios, in order to supplement the Cover Pool in connection with the
issuance of further Series of Covered Bonds under the Programme in accordance with the Programme
Agreement.
In addition to (i) and (ii) above, under the terms and subject to the conditions of the Master Loans Purchase
Agreement, prior to the delivery to the Issuer and the Guarantor of an Issuer Default Notice, each Seller may
transfer New Portfolios to the Guarantor, which will fund the purchase price thereof through the principal
collections then standing to the credit of the relevant Luxembourg Principal Collection Account.
The Purchase Price payable for the Initial Portfolio has been determined pursuant to each Master Loans Purchase
Agreement. Under each Master Loans Purchase Agreement the relevant parties thereto have acknowledged that
the Purchase Price for the Initial Portfolio shall be funded through the proceeds of the first Term Loan under the
relevant Subordinated Loan Agreement. The Purchase Price for each New Portfolio will be equal to the
aggregate amount of the Individual Purchase Price of all Receivables comprised in such New Portfolio as at the
relevant Transfer Date.
The parties to each Master Loans Purchase Agreement have agreed that, within 31 December of the year in
which the transfer of any Portfolio is carried out, the Seller may rectify the Purchase Price of the relevant
Portfolio for the purpose of taking into account any supervened circumstances, a change in the generally
accepted interpretation of Article 7-bis, sub-paragraph 7 of the Securitisation and Covered Bond Law or different
evaluation made by the Seller in relation to the calculation of such Purchase Price. To this purpose the Seller has
undertaken to notify the Guarantor with the rectified amount of the Purchase Price of the relevant Portfolio and
to deliver to the Guarantor a substitute list of Mortgage Loans updated to the extent necessary for the purpose of
adjusting the information contained therein in relation to the different evaluations utilised by the Seller in order
to determine the rectified amount of the Purchase Price of such Portfolio. In case the Seller will opt for the above
rectification option, the necessary settlements will be made by increasing or reducing, as the case may be, the
amounts already paid as Purchase Price and the relevant Term Loan made available by the Seller pursuant to the
Subordinated Loan Agreement, provided that in case such settlements give rise to the Guarantor obligation to
pay an amount in excess of the relevant Portfolio Purchase Price, such further amount will be financed through
the proceeds of an appropriate Term Loan to be made available by the relevant Seller as Subordinated Lender
pursuant to the relevant Subordinated Loan Agreement and the Guarantor's payment obligations for such further
amount will be off-set with the Seller's obligations to fund the relevant Term Loan.
In case the Purchase Price is paid with the principal collections then standing to the credit of the relevant
Luxembourg Principal Collection Account and, upon the settlement procedure set out above, the Guarantor is
required to pay amounts to the Seller in excess of the Purchase Price already paid, such amounts will be
deducted from the amounts due to the relevant Seller as repayment of the outstanding Term Loans and, to the
extent no such amounts are available, through the proceeds of an appropriate Term Loan to be made available by
the relevant Seller as Subordinated Lender pursuant to the relevant Subordinated Loan Agreement.
Each initial Seller has sold to the Guarantor, and the Guarantor has purchased from such Seller, the Receivables
comprised in the Initial Portfolio, which meet the Common Criteria and the relevant Specific Criteria (both as
described in detail in the section headed "Description of the Cover Pool"). Receivables comprised in any New
Portfolio to be transferred under the relevant Master Loans Purchase Agreement shall meet, in addition to the
Common Criteria, the relevant Specific Criteria and/or any Further Criteria.
- 161 -