Prospectus UBI Banca Covered Bond Programme

Prospectus
receive instructions from, provide its services to, and be liable vis-à-vis the Guarantor or the Representative of
the Covered Bondholders on its behalf.
In addition, on or prior to each relevant date as set out in the Asset Monitoring Agreement, the Asset Monitor
has undertaken to deliver to the Guarantor, the Calculation Agent, the Representative of the Covered
Bondholders and the Issuer the Asset Monitor Report.
The Issuer or the Guarantor (as the case may be) may, until the occurrence of an Issuer Event of Default without
any prior approval of the Representative of the Covered Bondholders and following the occurrence of an Issuer
Event of Default with the prior approval of the Representative of the Covered Bondholders, revoke the
appointment of the Asset Monitor, in either case by giving not less than three months' (or earlier, in the event of
a breach of warranties and covenants) written notice to the Asset Monitor (with a copy to the Representative of
the Covered Bondholders). The Asset Monitor may resign from its appointment under the Asset Monitoring
Agreement, upon giving not less than three months' (or such shorter period as the Representative of the Covered
Bondholders may agree) prior written notice of termination to the Issuer, the Guarantor and the Representative of
the Covered Bondholders subject to and conditional upon certain conditions set out in the Asset Monitoring
Agreement.
Governing law
The Asset Monitor Agreement is governed by Italian law.
Cash Allocation, Management and Payments Agreement
On 30 July 2008, the Guarantor, the Issuer, the Sellers (also in their capacity as Sub-Servicers and Service
Providers), the Master Servicer, the Italian Account Bank, the Luxembourg Account Bank, the Calculation
Agent, the Principal Paying Agent, the Guarantor Corporate Servicer and the Representative of the Covered
Bondholders entered into the Cash Allocation, Management and Payments Agreement, as amended from time to
time.
Under the terms of the Cash Allocation, Management and Payments Agreement:
(i)
(ii)
(iii)
(iv)
the Italian Account Bank has agreed to establish and maintain, in the name and on behalf of the
Guarantor, the Italian Collection Accounts, the Quota Capital Account and the Expenses Account and to
provide the Guarantor with certain reporting services together with account handling services in relation
to monies from time to time standing to the credit of such Accounts;
the Luxembourg Account Bank has agreed to establish and maintain, in the name and on behalf of the
Guarantor, the Luxembourg Principal Collection Accounts, the Luxembourg Interest Collection
Accounts and the Reserve Fund Account and to provide the Guarantor with certain reporting services
together with account handling services in relation to monies from time to time standing to the credit of
such accounts. In addition the Luxembourg Account Bank has agreed to provide the Guarantor with
certain payment services pursuant to the terms of the Cash Allocation, Management and Payments
Agreement;
the Principal Paying Agent has agreed to provide the Guarantor (and, prior to the delivery of an Issuer
Default Notice, the Issuer) with certain payment services together with certain calculation services
pursuant to the terms of the Cash Allocation, Management and Payments Agreement; and
the Calculation Agent has agreed to provide the Guarantor with calculation services.
The Guarantor may (with the prior approval of the Representative of the Covered Bondholders) revoke its
appointment of any Agent by giving not less than three months' (or earlier, in the event of a breach of warranties
and covenants by the relevant Agent) written notice to the relevant Agent (with a copy to the Representative of
the Covered Bondholders), regardless of whether an Issuer Event of Default or a Guarantor Event of Default has
occurred. Any Agent may resign from its appointment under the Cash Allocation, Management and Payments
Agreement, upon giving not less than three months' (or such shorter period as the Representative of the Covered
Bondholders may agree) prior written notice of termination to the Guarantor and the Representative of the
Covered Bondholders subject to and conditional upon certain conditions set out in the Cash Allocation,
Management and Payments Agreement.
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