Prospectus UBI Banca Covered Bond Programme

Prospectus
(b)
with respect to each Service Provider (each, a " Service Provider's Termination Event"):
(i)
(ii)
(iii)
failure to observe or perform duties under specified clauses of the Master Servicing Agreement
and the continuation of such failure for a period of 10 (ten) Business Days following receipt of
written notice from the Guarantor;
an Insolvency Event occurs with respect to the Service Provider;
it becomes unlawful for the Service Provider to perform or comply with any of its obligations
under the Master Servicing Agreement.
Governing law
The Master Servicing Agreement is governed by Italian law.
Programme Agreement
For a description of the Programme Agreement, see "Subscription and Sale".
Intercreditor Agreement
On 30 July 2008, the Guarantor and the Other Creditors entered into the Intercreditor Agreement, as amended
from time to time. Under the Intercreditor Agreement provision is made as to the application of the proceeds
from Collections in respect of the Cover Pool and as to the circumstances in which the Representative of the
Covered Bondholders will be entitled, in the interest of the Covered Bondholders, to exercise certain of the
Guarantor's rights in respect of the Cover Pool and the Transaction Documents.
In the Intercreditor Agreement the Other Creditors have agreed, inter alia: to the order of priority of payments to
be made out of the Guarantor Available Funds; that the obligations owed by the Guarantor to the Covered
Bondholders and, in general, to the Other Creditors are limited recourse obligations of the Guarantor; and that
the Covered Bondholders and the Other Creditors have a claim against the Guarantor only to the extent of the
Guarantor Available Funds.
Under the terms of the Intercreditor Agreement, the Guarantor has undertaken, following the service of a
Guarantor Default Notice, to comply with all directions of the Representative of the Covered Bondholders,
acting pursuant to the Conditions, in relation to the management and administration of the Cover Pool.
Governing law
The Intercreditor Agreement is governed by Italian law.
Asset Monitoring Agreement
On 30 July 2008, the Issuer, the Guarantor, the Asset Monitor, the Calculation Agent and the Representative of
the Covered Bondholders entered into the Asset Monitoring Agreement, whereby each of the Issuer and the
Guarantor has appointed the Asset Monitor to perform the services set out therein — please see "The Asset
Monitor" below.
The appointment by the Guarantor will become effective only subject to, and with effect from, the delivery of an
Issuer Default Notice, provided that, in case the Issuer Event of Default consists of an Article 74 Event, the
Asset Monitor will provide the services to the Guarantor up to the date on which the Representative of the
Covered Bondholder will have delivered an Article 74 Event Cure Notice.
Pursuant to the Asset Monitoring Agreement, the Asset Monitor has agreed to the Issuer and, upon delivery of an
Issuer Default Notice, to 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.
In the Asset Monitoring Agreement, the Asset Monitor has acknowledged to perform its services also for the
benefit and in the interests of the Guarantor (to the extent it will carry out the services under the appointment of
the Issuer) and the Covered Bondholders and accepted that upon delivery of an Issuer Default Notice, it will
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