Prospectus UBI Banca Covered Bond Programme

Prospectus
to obtain such advice on any other basis is not practicable, notwithstanding any limitation of or cap on
liability in respect thereof.
30.2 Certificates of Issuer and/or Guarantor
The Representative of the Covered Bondholders may require, and shall be at liberty to accept (a) as
sufficient evidence
30.2.1 as to any fact or matter prima facie within the Issuer's or the Guarantor's knowledge, a
certificate duly signed by a director of the Issuer or (as the case may be) the Guarantor;
30.2.2 that such is the case, a certificate of a director of the Issuer or (as the case may be) the
Guarantor to the effect that any particular dealing, transaction, step or thing is expedient,
and the Representative of the Covered Bondholders shall not be bound in any such case to call for further
evidence or be responsible for any loss that may be incurred as a result of acting on such certificate
unless any of its officers in charge of the administration of these Rules shall have actual knowledge or
express notice of the untruthfulness of the matters contained in the certificate.
30.3 Resolution or direction of Covered Bondholders
The Representative of the Covered Bondholders shall not be responsible for acting upon any resolution
purporting to be a Written Resolution or to have been passed at any Meeting in respect whereof minutes
have been made and signed or a direction of the requisite percentage of Covered Bondholders, even
though it may subsequently be found that there was some defect in the constitution of the Meeting or the
passing of the Written Resolution or the giving of such directions or that for any reason the resolution
purporting to be a Written Resolution or to have been passed at any Meeting or the giving of the
direction was not valid or binding upon the Covered Bondholders.
30.4 Certificates of Monte Titoli Account Holders
The Representative of the Covered Bondholders, in order to ascertain ownership of the Covered Bonds,
may fully rely on the certificates issued by any Monte Titoli Account Holder in accordance with the
regulation issued jointly by the Bank of Italy and CONSOB on 22 February 2008, as amended from time
to time, which certificates are to be conclusive proof of the matters certified therein.
30.5 Clearing Systems
The Representative of the Covered Bondholders shall be at liberty to call for and to rely on as sufficient
evidence of the facts stated therein, a certificate, letter or confirmation certified as true and accurate and
signed on behalf of such clearing system as the Representative of the Covered Bondholders considers
appropriate, or any form of record made by any clearing system, to the effect that at any particular time
or throughout any particular period any particular person is, or was, or will be, shown its records as
entitled to a particular number of Covered Bonds.
30.6 Rating Agencies
The Representative of the Covered Bondholders shall be entitled to assume, for the purposes of
exercising any power, authority, duty or discretion under or in relation to these Rules that such exercise
will not be materially prejudicial to the interests of the holders of Covered Bonds of any Series or of all
Series for the time being outstanding if the Rating Agencies have confirmed that the then current rating
of the Covered Bonds of any such Series or all such Series (as the case may be) would not be adversely
affected by such exercise, or have otherwise given their consent. If the Representative of the Covered
Bondholders, in order properly to exercise its rights or fulfil its obligations, deems it necessary to obtain
the views of the Rating Agencies as to how a specific act would affect any outstanding rating of the
Covered Bonds, the Representative of the Covered Bondholders may inform the Issuer, which will then
obtain such views at its expense on behalf of the Representative of the Covered Bondholders or the
Representative of the Covered Bondholders may seek and obtain such views itself at the cost of the
Issuer.
- 78 -