Prospectus UBI Banca Covered Bond Programme

Prospectus
30.7 Certificates of Parties to Transaction Document
The Representative of the Covered Bondholders shall have the right to call for or require the Issuer or the
Guarantor to call for and to rely on written certificates issued by any party (other than the Issuer or the
Guarantor) to the Intercreditor Agreement or any other Transaction Document,
30.7.1 in respect of every matter and circumstance for which a certificate is expressly provided for
under the Conditions or any Transaction Document;
30.7.2 as any matter or fact prima facie within the knowledge of such party; or
30.7.3 as to such party's opinion with respect to any issue
and the Representative of the Covered Bondholders shall not be required to seek additional evidence in
respect of the relevant fact, matter or circumstances and shall not be held responsible for any Liabilities
incurred as a result of having failed to do so unless any of its officers has actual knowledge or express
notice of the untruthfulness of the matter contained in the certificate.
30.8 Auditors
The Representative of the Covered Bondholders shall not be responsible for reviewing or investigating
any auditors' report or certificate and may rely on the contents of any such report or certificate.
31. AMENDMENTS AND MODIFICATIONS
31.1 Modification
The Representative of the Covered Bondholders may at any time and from time to time and without the
consent or sanction of the Covered Bondholders of any Series concur with the Issuer and/or the
Guarantor and any other relevant parties in making any modification (and for this purpose the
Representative of the Covered Bondholders may disregard whether any such modification relates to a
Series Reserved Matter) as follows:
31.1.1 to these Rules, the Conditions and/or the other Transaction Documents which, in the sole
opinion of the Representative of the Covered Bondholders, it may be expedient to make
provided that the Representative of the Covered Bondholders is of the opinion that such
modification will not be materially prejudicial to the interests of any of the Covered
Bondholders of any Series; and
31.1.2 to these Rules, the Conditions and/or the other Transaction Documents which is of a formal,
minor, administrative or technical nature or to comply with mandatory provisions of law; and
31.1.3 to these Rules, the Conditions and/or the other Transaction Documents which, in the opinion of
the Representative of the Covered Bondholders, is to correct a manifest error or an error
established as such to the satisfaction of the Representative of the Covered Bondholders.
31.2 Binding Nature
Any such modification may be made on such terms and subject to such conditions (if any) as the
Representative of the Covered Bondholders may determine, shall be binding upon the Covered
Bondholders and, unless the Representative of the Covered Bondholders otherwise agrees, shall be
notified by the Issuer or the Guarantor (as the case may be) to the Covered Bondholders in accordance
with Condition 18 (Notices) as soon as practicable thereafter.
31.3 Establishing an error
In establishing whether an error is established as such, the Representative of the Covered Bondholders
may have regard to any evidence on which the Representative of the Covered Bondholders considers it
appropriate to rely and may, but shall not be obliged to, have regard to any of the following:
31.3.1 a certificate from the Arranger:
(i)
stating the intention of the parties to the relevant Transaction Document;
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