Prospectus UBI Banca Covered Bond Programme

Prospectus
Governing law
The Cash Allocation, Management and Payments Agreement is governed by Italian law.
Cover Pool Management Agreement
On 30 July 2008, the Issuer, the Guarantor, the Asset Monitor, the Calculation Agent, the Sellers and the
Representative of the Covered Bondholders entered into the Cover Pool Management Agreement, as amended
from time to time, pursuant to which they have agreed certain terms regulating, inter alia, the performance of the
Tests with respect to the Cover Pool and the purchase and sale by the Guarantor of assets included in the Cover
Pool.
Under the Cover Pool Management Agreement, starting from the Issue Date of the first Series of Covered Bonds
and until the date on which all Series of Covered Bonds issued in the context of the Programme have been
cancelled or redeemed in full in accordance with their Final Terms, each Seller (and failing the Seller to do so,
the Issuer and, failing the Issuer, the other Seller(s)) has undertaken to procure that on any Calculation Date each
of the Statutory Tests is met with respect to the Cover Pool. In addition, on each Calculation Date following the
occurrence of an Issuer Event of Default and service of an Issuer Default Notice (but prior to service of a
Guarantor Default Notice) the Calculation Agent shall verify that the Amortisation Test is met with respect to the
Cover Pool.
The Calculation Agent has agreed to prepare and deliver to Issuer, the Sellers, the Guarantor, the Representative
of the Covered Bondholders and the Asset Monitor a report setting out the calculations carried out by it with
respect of the Statutory Tests, the Amortisation Test and other information such as, inter alia, the Top-up Assets
Limits (the "Test Performance Report"). Such Test Performance Report shall specify the amount of Top-Up
Assets in relation to each Seller, the occurrence of a breach of the Statutory Tests and/or of the Amortisation
Test and the Portfolio with respect to which a shortfall has occurred, identified on the basis of the Seller (or
Sellers) which transferred it to the Guarantor (each, a "Relevant Seller").
If the Calculation Agent notifies the breach of any Test during the Test Grace Period, the Guarantor will
purchase Eligible Assets and/or Top-Up Assets, to be transferred by (a) the Relevant Seller(s); and/or (b) upon
the occurrence of the circumstances set out below, the Issuer; and/or (c) upon the occurrence of the
circumstances set out below, the other Sellers, in an aggregate amount sufficient to ensure, also taking into
account the information provided by the Calculation Agent in the Test Performance Report notifying the relevant
breach, that as of the Calculation Date falling at the end of the Test Grace Period, all Tests are satisfied with
respect to the Cover Pool.
Each Seller has undertaken, to the extent it is identified as a Relevant Seller, to promptly deliver a written notice
to the Guarantor, the Issuer and the other Seller(s) informing them of any circumstance which may prevent it
from complying (in part or in full) with its obligation to transfer the required amount of Eligible Assets and/or
Top-Up Assets to the Guarantor (the "Relevant Seller Notice"). To the extent that the Relevant Seller deems
that the circumstances above will only prevent it from transferring to the Guarantor a part of the Eligible Assets
and/or Top-Up Assets required, for the purpose of allowing the Issuer or, as appropriate, the other Seller(s) to
determine the amount of Eligible Assets and Top-Up Assets to be transferred to remedy the breach of Tests, the
Relevant Seller Notice shall specify the amount of Eligible Assets and Top-Up Assets that the Relevant Seller
will not be able to transfer.
To the extent that, within 20 calendar days from the Calculation Date in which the breach of the Tests has
occurred, the Issuer has received a Relevant Seller Notice from the Relevant Seller(s) or the Guarantor has not
received an offer by the Relevant Seller in accordance with the relevant Master Loans Purchase Agreement in
respect of such Eligible Assets and/or Top-Up Assets to be transferred to remedy the Tests, the Issuer has
undertaken to (a) transfer to the Guarantor Eligible Assets and/or Top-Up Assets, in the aggregate amount
sufficient to ensure that, as of the Calculation Date falling at the end of the Test Grace Period, all Tests are
satisfied with respect to the Cover Pool and (b) accordingly to promptly deliver a written notice, substantially in
the form of the Relevant Seller Notice, to the Guarantor and the other Seller(s) informing them of any
circumstance which may prevent it from complying (in part or in full) with its obligation to transfer the required
amount of Eligible Assets and/or Top-Up Assets to the Guarantor.
To the extent that, within 25 calendar days from the Calculation Date in which the breach of the Tests has
occurred, (a) the Issuer has received a Relevant Seller Notice from the Relevant Seller(s); or (b) the Guarantor
has not received an offer by the Relevant Seller in accordance with the relevant Master Loans Purchase
Agreement in respect of such Eligible Assets and/or Top-Up Assets; and (i) the other Seller(s) have received a
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