Prospectus UBI Banca Covered Bond Programme

Prospectus
all respects except for the first payment of interest) so as to form a single series with the Covered Bonds,
provided that the Rating Agencies will have confirmed that such issuance does not adversely affect the
then current ratings of the then outstanding Covered Bonds.
17. Limited Recourse and Non Petition
(a)
Limited Recourse
The obligations of the Guarantor under the Covered Bond Guarantee constitute direct and unconditional,
unsubordinated and limited recourse obligations of the Guarantor, collateralised by the Cover Pool as
provided under the Securitisation and Covered Bond Law, Decree 310 and the Bank of Italy Regulations.
The recourse of the Covered Bondholders to the Guarantor under the Covered Bond Guarantee will be
limited to the assets comprised in the Cover Pool subject to, and in accordance with, the relevant Priority
of Payments pursuant to which specified payments will be made to other parties prior to payments to the
Covered Bondholders.
(b)
Non Petition
Only the Representative of the Covered Bondholders may pursue the remedies available under the
general law or under the Transaction Documents to obtain payment of the Guaranteed Amounts or
enforce the Covered Bond Guarantee and/or the Security and no Covered Bondholder shall be entitled to
proceed directly against the Guarantor to obtain payment of the Guaranteed Amounts or to enforce the
Covered Bond Guarantee and/or the Security. In particular:
(i)
(ii)
(iii)
(iv)
no Covered Bondholder (nor any person on its behalf) is entitled, otherwise than as permitted
by the Transaction Documents, to direct the Representative of the Covered Bondholders to
enforce the Covered Bond Guarantee and/or the Security or (except for the Representative of
the Covered Bondholders) take any proceedings against the Guarantor to enforce the Covered
Bond Guarantee and/or the Security;
no Covered Bondholder (nor any person on its behalf, other than the Representative of the
Covered Bondholders, where appropriate) shall, save as expressly permitted by the Transaction
Documents, have the right to take or join any person in taking any steps against the Guarantor
for the purpose of obtaining payment of any amount due from the Guarantor;
at least until the date falling one year and one day after 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 together with any payments payable in priority or pari passu
thereto, no Covered Bondholder (nor any person on its behalf, other than the Representative of
the Covered Bondholders) shall initiate or join any person in initiating an Insolvency Event in
relation to the Guarantor; and
no Covered Bondholder shall be entitled to take or join in the taking of any corporate action,
legal proceedings or other procedure or step which would result in the Priorities of Payments
not being complied with.
18. Notices
(a)
Notices given through Monte Titoli
Any notice regarding the Covered Bonds, as long as the Covered Bonds are held through Monte Titoli,
shall be deemed to have been duly given if given through the systems of Monte Titoli.
(b)
Other publication
The Representative of the Covered Bondholders shall be at liberty to sanction any other method of giving
notice to Covered Bondholders if, in its sole opinion, such other method is reasonable having regard to
market practice then prevailing and to the rules of the competent authority, stock exchange and/or
quotation system by which the Covered Bonds are then admitted to trading and provided that notice of
such other method is given to the holders of the Covered Bonds in such manner as the Representative of
the Covered Bondholders shall require.
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