Prospectus UBI Banca Covered Bond Programme

Prospectus
(v)
Invalidity of the Covered Bond Guarantee: the Covered Bond Guarantee is not in full force and
effect or it is claimed by the Guarantor not to be in full force and effect,
then the Representative of the Covered Bondholders shall or, in the case of the Guarantor Event of
Default under Condition 12(c)(iii) (Breach of other obligation) shall, if so directed by a Programme
Resolution, serve a Guarantor Default Notice on the Guarantor.
(d)
Effect of a Guarantor Default Notice:
Upon service of a Guarantor Default Notice upon the Guarantor:
(i)
(ii)
(iii)
(iv)
Acceleration of Covered Bonds: the Covered Bonds shall become immediately due and payable
at their Early Termination Amount together, if appropriate, with any accrued interest;
Covered Bond Guarantee: subject to and in accordance with the terms of the Covered Bond
Guarantee, the Representative of the Covered Bondholders, on behalf of the Covered
Bondholders, shall have a claim against the Guarantor for an amount equal to the Early
Termination Amount, together with accrued interest and any other amount due under the
Covered Bonds (other than additional amounts payable under Condition 11(a) (Gross up)) in
accordance with the Priority of Payments;
Disposal of assets: the Guarantor shall immediately sell all assets included in the Cover Pool in
accordance with the provisions of the Cover Pool Management Agreement; and
Enforcement: the Representative of the Covered Bondholders may, at its discretion and without
further notice subject to having been indemnified and/or secured to its satisfaction, take such
steps and/or institute such proceedings against the Issuer or the Guarantor (as the case may be)
as it may think fit to enforce such payments, but it shall not be bound to take any such
proceedings or steps unless requested or authorised by a Programme Resolution of the Covered
Bondholders.
(e)
Determinations, etc
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of this Condition 12 by the Representative of the Covered
Bondholders shall (in the absence of fraud (frode), gross negligence (colpa grave) or wilful default
(dolo)) be binding on the Issuer, the Guarantor and all Covered Bondholders and (in such absence as
aforesaid) no liability to the Covered Bondholders, the Issuer or the Guarantor shall attach to the
Representative of the Covered Bondholders in connection with the exercise or non-exercise by it of its
powers, duties and discretions hereunder.
13. Prescription
Claims for payment under the Covered Bonds shall become void unless made within ten years (in respect
of principal) or five years (in respect of interest) from the due date thereof.
14. Representative of the Covered Bondholders
(a)
Organisation of the Covered Bondholders
The Organisation of the Covered Bondholders shall be established upon, and by virtue of, the issuance of
the first Series of Covered Bonds under the Programme and shall remain in force and in effect until
repayment in full or cancellation of the Covered Bonds of any Series. Pursuant to the Rules of the
Organisation of the Covered Bondholders, for as long as the Covered Bonds are outstanding, there shall
at all times be a Representative of the Covered Bondholders. The appointment of the Representative of
the Covered Bondholders as legal representative of the Organisation of the Covered Bondholders is made
by the Covered Bondholders subject to and in accordance with the Rules of the Organisation of the
Covered Bondholders.
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