Prospectus UBI Banca Covered Bond Programme

Prospectus
payment in return and therefore there can be no netting of payments except on the date when the Liability Swap
Provider is required to make a payment to the Guarantor. Prior to the service of an Issuer Default Notice, in
respect of each Liability Swap Agreement there is expected to be a Back-to-Back Liability Swap Agreement
pursuant to which the Guarantor will receive from the Issuer the amounts the Guarantor is required to pay to the
Liability Swap Provider.
However, after the service of an Issuer Default Notice the difference in timing between the obligations of the
Guarantor and the Liability Swap Providers under the Liability Swap Agreements could affect the Guarantor's
ability to make payments under the Covered Bond Guarantee with respect to the Covered Bonds.
No gross up on withholding tax
In respect of payments made by the Guarantor under the Covered Bond Guarantee, to the extent that the
Guarantor is required by law to withhold or deduct any present or future taxes of any kind imposed or levied by
or on behalf of the Republic of Italy from such payments, the Guarantor will not be under an obligation to pay
any additional amounts to Covered Bondholders, irrespective of whether such withholding or deduction arises
from existing legislation or its application or interpretation as at the relevant Issue Date or from changes in such
legislation, application or official interpretation after the Issue Date.
Limited description of the Cover Pool
Covered Bondholders will not receive detailed statistics or information in relation to the Mortgage Loans in the
Cover Pool, because it is expected that the constitution of the Cover Pool will frequently change due to, for
instance:
• the Sellers selling further Mortgage Loans (or types of loans, which are of a type that have not
previously been comprised in the relevant Portfolio transferred to the Guarantor); and
• the Sellers repurchasing Mortgage Loans in accordance with the Master Loans Purchase Agreement.
However, each Mortgage Loan will be required to meet the Eligibility Criteria (see "Description of the Cover
Pool — Eligibility Criteria") and will be subject to the representations and warranties set out in the Warranty and
Indemnity Agreement – see "Summary of the Transaction Documents – Warranty and Indemnity Agreement". In
addition, the Nominal Value Test is intended to ensure that the aggregate Outstanding Principal Balance of the
Cover Pool is at least equal to the Outstanding Principal Amount of the Covered Bonds for so long as Covered
Bonds remain outstanding and the Calculation Agent will provide monthly reports that will set out certain
information in relation to the Statutory Tests.
Sale of Eligible Assets following the occurrence of an Issuer Event of Default
If an Issuer Default Notice is served on the Issuer and the Guarantor, then the Guarantor will be obliged to sell
Eligible Assets (selected on a random basis) in order to make payments to the Guarantor's creditors including
making payments under the Covered Bond Guarantee, see "Summary of the Transaction Documents" – "Cover
Pool Management Agreement".
There is no guarantee that a buyer will be found to acquire Eligible Assets at the times required and there can be
no guarantee or assurance as to the price which can be obtained for such Eligible Assets, which may affect
payments under the Covered Bond Guarantee. However, the Eligible Assets may not be sold by the Guarantor
for less than an amount equal to the Required Outstanding Principal Balance Amount for the relevant Series of
Covered Bonds until six months prior to the Maturity Date in respect of such Covered Bonds or (if the same is
specified as applicable in the relevant Final Terms) the Extended Maturity Date under the Covered Bond
Guarantee in respect of such Covered Bonds. In the six months prior to, as applicable, the Maturity Date or
Extended Maturity Date, the Guarantor is obliged to sell the Selected Loans for the best price reasonably
available notwithstanding that such price may be less than the Required Outstanding Principal Balance Amount.
Realisation of assets following the occurrence of a Guarantor Event of Default
If a Guarantor Event of Default occurs and a Guarantor Default Notice is served on the Guarantor, then the
Representative of the Covered Bondholders will be entitled to enforce the Covered Bond Guarantee and to apply
the proceeds deriving from the realisation of the Cover Pool towards payment of all secured obligations in
accordance with the Post-Enforcement Priority of Payments, as described in the section entitled "Cashflows"
below.
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