Prospectus UBI Banca Covered Bond Programme

Prospectus
Pre-Issuer Event of Default Interest Priority of Payments
Prior to service of an Issuer Default Notice on the Guarantor and the Issuer or service of a Guarantor Default
Notice on the Guarantor, Interest Available Funds will be applied by or on behalf of the Guarantor on each
Guarantor Payment Date in making the following payments and provisions (the "Pre-Issuer Event of Default
Interest Priority of Payments") (in each case only if and to the extent that payments or provisions of a higher
priority have been made in full):
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
First, to pay, pari passu and pro rata, according to the respective amounts thereof, any Expenses of the
Guarantor;
Second, to pay any amount due and payable to the Representative of the Covered Bondholders;
Third, to pay, pari passu and pro rata, according to the respective amounts thereof, any amount due and
payable to the Master Servicer, the Service Providers, the Italian Account Bank, the Calculation Agent,
the Guarantor Corporate Servicer, the Asset Monitor, the Luxembourg Account Bank and the Principal
Paying Agent;
Fourth, to pay any amounts due and payable to any Swap Provider (including any termination payments
due and payable by the Guarantor and except where the relevant Swap Provider is the Defaulting Party or
the Sole Affected Party) other than swap principal;
Fifth, to transfer to the Reserve Fund Account the relevant Reserve Fund Amount;
Sixth, to pay the Base Interest due to the Subordinated Lenders under the relevant Term Loans;
Seventh, to pay any payments due and payable by the Guarantor to any Swap Provider not paid under
item Fourth above; and
Eighth, to pay any Premium due to the Subordinated Lenders under the relevant Term Loans.
Pre-Issuer Event of Default Principal Priority of Payments
Prior to service of an Issuer Default Notice on the Issuer and the Guarantor or service of a Guarantor Default
Notice on the Guarantor, all Principal Available Funds will be applied by or on behalf of the Guarantor on each
Guarantor Payment Date in making the following payments and provisions (the "Pre-Issuer Event of Default
Principal Priority of Payments"):
(a)
(b)
(c)
(d)
First, to pay any swap principal due to any Swap Provider;
Second, to transfer any amounts to the Reserve Fund Account necessary in order to make up any
shortfall in the Reserve Fund Amount;
Third, to repay the Term Loans advanced by the Subordinated Lenders under the relevant Subordinated
Loan Agreements, provided the Tests and the Relevant Portfolio Test are complied with; and
Fourth, to the extent that any Subordinated Lender has not received amounts as repayment of the Term
Loans under item Second above as a consequence of a breach of the Relevant Portfolio Test, to deposit,
pursuant to clause 6.2.2 of the Subordinated Loan Agreements, the relevant amounts in the appropriate
Luxembourg Principal Collection Account(s).
Guarantee Priority of Payments
On each Guarantor Payment Date after the service of an Issuer Default Notice on the Issuer and the Guarantor
(but prior to the service of a Guarantor Default Notice), the Guarantor Available Funds shall be applied on each
Guarantor Payment Date at the direction of the Guarantor in making the following payments or provisions in the
following order of priority (in each case only if and to the extent that payments or provisions of a higher priority
have been made in full):
(a)
(b)
First, to pay, pari passu and pro rata, according to the respective amounts thereof, any Expenses of the
Guarantor owed to third parties;
Second, to pay any amount due and payable to the Representative of the Covered Bondholders;
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