Prospectus UBI Banca Covered Bond Programme

Prospectus
Pursuant to each Master Loans Purchase Agreement, prior to the occurrence of an Issuer Event of Default, the
relevant Seller will have the right to repurchase individual Receivables (including Defaulted Receivables)
transferred to the Guarantor under the Master Loans Purchase Agreement.
After the service of an Issuer Default Notice, the Guarantor will, prior to disposing of the Eligible Assets or
Top-Up Assets pursuant to the terms of the Cover Pool Management Agreement, offer to sell the Eligible Assets
to the relevant Seller at a price equal to the minimum purchase price of the relevant Eligible Assets as
determined pursuant to the Cover Pool Management Agreement. If the Guarantor should subsequently propose
to transfer such assets for a price lower than the minimum purchase price as determined pursuant to the Cover
Pool Management Agreement, it shall again offer such assets to the relevant Seller on the same terms and
conditions offered by such third parties before entering into a transfer agreement with the latter.
The transfer of the Initial Portfolio was made in accordance with article 58, subsections 2, 3 and 4 of the
Consolidated Banking Act (as provided by article 4 of the Securitisation and Covered Bond Law). Notice of the
transfer was published in the Gazzetta Ufficiale della Repubblica Italiana, Parte Seconda, number 77 of 1 July
2008, as rectified with publications on number 83 of 15 July 2008 and number 85 of 19 July 2008, and filed for
publication in the companies register of Milan on 14 July 2008 and 21 July 2008.
Governing law
Each Master Loan Purchase Agreement is governed by Italian law.
Warranty and Indemnity Agreement
Pursuant to the Warranty and Indemnity Agreements entered into between each Seller and the Guarantor, each
Seller has given certain representations and warranties in favour of the Guarantor in respect of, inter alia, itself,
the Portfolio transferred and to be transferred by it pursuant to the relevant Master Loans Purchase Agreement,
the Real Estate Assets over which the relevant Mortgages are established and certain other matters in relation to
the issue of the Covered Bonds and has agreed to indemnify the Guarantor in respect of certain liabilities of the
Guarantor that may be incurred, inter alia, in connection with the purchase and ownership of the relevant
Portfolio.
Each Warranty and Indemnity Agreement contains representations and warranties given by the relevant Seller as
to matters of law and fact affecting the relevant Seller including, without limitation, that the relevant Seller
validly exists as a legal entity, has the corporate authority and power to enter into the Transaction Documents to
which it is party and assume the obligations contemplated therein and has all the necessary authorisations for
such purpose.
Each Warranty and Indemnity Agreement sets out certain representations and warranties in respect of the
Portfolio to which it relates, including, inter alia, that, as of the date of execution of each Warranty and
Indemnity Agreement, the Receivables comprised in the Initial Portfolio (i) are valid, in existence and in
compliance with the Criteria, and (ii) relate to Mortgage Loan Agreements which have been entered into,
executed and performed by the relevant Seller in compliance with all applicable laws, rules and regulations.
Pursuant to each Warranty and Indemnity Agreement, the relevant Seller has agreed to indemnify and hold
harmless the Guarantor, its officers or agents or any of its permitted assigns from and against any and all
damages, losses, claims, costs and expenses awarded against, or incurred by such parties which arise out of or
result from, inter alia, any representation and warranty given by the Seller under or pursuant to the relevant
Warranty and Indemnity Agreement being false, incomplete or incorrect.
Governing law
Each Warranty and Indemnity Agreement is governed by Italian law.
Master Servicing Agreement
On 30 June 2008, the Master Servicer, each Seller (in its capacity as Sub-Servicer and Service Provider) and the
Guarantor entered into the Master Servicing Agreement, as amended from time to time, pursuant to which the
Guarantor has appointed Unione di Banche Italiane S.c.p.A. as Master Servicer of the Receivables. The Master
Servicer will act as the "soggetto incaricato della riscossione dei crediti ceduti e dei servizi di cassa e di
pagamento" pursuant to the Securitisation and Covered Bond Law and will be responsible for the receipt of the
Collections acting as agent (mandatario con obbligo di rendiconto) of the Guarantor. In such capacity, the
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