Prospectus UBI Banca Covered Bond Programme

Prospectus
32.5 Notice of waiver
If the Representative of the Covered Bondholders so requires, the Issuer shall cause any such
authorisation, waiver or determination to be notified to the Covered Bondholders and the Other
Creditors, as soon as practicable after it has been given or made in accordance with Condition 18
(Notices).
33. INDEMNITY
Pursuant to the Programme Agreement, each Subscription Agreement and other document been agreed
between the Issuer and the Relevant Dealer(s), the Issuer, failing which the Guarantor, has covenanted
and undertaken to reimburse, pay or discharge (on a full indemnity basis) upon demand, to the extent not
already reimbursed, paid or discharged by the Covered Bondholders, all costs, liabilities, losses, charges,
expenses, damages, actions, proceedings, claims and demands properly incurred by or made against the
Representative of the Covered Bondholders or any entity to which the Representative of the Covered
Bondholders has delegated any power, authority or discretion in relation to the exercise or purported
exercise of its powers, authorities and discretions and the performance of its duties under and otherwise
in relation to these Rules and the Transaction Documents, including but not limited to legal and
travelling expenses, and any stamp, issue, registration, documentary and other taxes or duties paid by the
Representative of the Covered Bondholders in connection with any action and/or legal proceedings
brought or contemplated by the Representative of the Covered Bondholders pursuant to the Transaction
Documents against the Issuer, or any other person to enforce any obligation under these Rules, the
Covered Bonds or the Transaction Documents except insofar as the same are incurred as a result of fraud
(frode), gross negligence (colpa grave) or wilful default (dolo) of the Representative of the Covered
Bondholders.
34. LIABILITY
Notwithstanding any other provision of these Rules, the Representative of the Covered Bondholders shall
not be liable for any act, matter or thing done or omitted in any way in connection with the Transaction
Documents, the Covered Bonds, the Conditions or the Rules except in relation to its own fraud (frode),
gross negligence (colpa grave) or wilful default (dolo).
35. SECURITY DOCUMENTS
35.1 The Deeds of Pledge
The Representative of the Covered Bondholders shall have the right to exercise all the rights granted by
the Guarantor to the Covered Bondholders pursuant to the Deeds of Pledge. The beneficiaries of the
Deeds of Pledge are referred to in this Article 35 as the "Secured Bondholders".
35.2 Rights of Representative of the Covered Bondholders
35.2.1 The Representative of the Covered Bondholders, acting on behalf of the Secured Bondholders,
shall be entitled to appoint and entrust the Guarantor to collect, in the Secured Bondholders'
interest and on their behalf, any amounts deriving from the pledged claims and rights, and shall
be entitled to give instructions, jointly with the Guarantor, to the respective debtors of the
pledged claims to make the payments related to such claims to any account opened in the name
of the Guarantor and appropriate for such purpose;
35.2.2 The Secured Bondholders irrevocably waive any right they may have in relation to any amount
deriving from time to time from the pledged claims or credited to any such account opened in
the name of the Guarantor and appropriate of such purpose which is not in accordance with the
provisions of this Article 35. The Representative of the Covered Bondholders shall not be
entitled to collect, withdraw or apply, or issue instructions for the collection, withdrawal or
application of, cash deriving from time to time from the pledged claims under the Deeds of
Pledge except in accordance with the provisions of this Article 35 and the Intercreditor
Agreement.
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