Prospectus UBI Banca Covered Bond Programme

Prospectus
TITLE IV
THE ORGANISATION OF THE COVERED BONDHOLDERS AFTER SERVICE OF AN NOTICE
36. POWERS TO ACT ON BEHALF OF THE GUARANTOR
It is hereby acknowledged that, upon service of a Guarantor Default Notice or, prior to service of a
Guarantor Default Notice, following the failure of the Guarantor to exercise any right to which it is
entitled, pursuant to the Mandate Agreement the Representative of the Covered Bondholders, in its
capacity as legal representative of the Organisation of the Covered Bondholders, shall be entitled (also in
the interests of the Other Issuer Creditors) pursuant to Articles 1411 and 1723 of the Italian Civil Code,
to exercise certain rights in relation to the Cover Pool. Therefore, the Representative of the Covered
Bondholders, in its capacity as legal representative of the Organisation of the Covered Bondholders, will
be authorised, pursuant to the terms of the Mandate Agreement, to exercise, in the name and on behalf of
the Guarantor and as mandatario in rem propriam of the Guarantor, any and all of the Guarantor's rights
under certain Transaction Documents, including the right to give directions and instructions to the
relevant parties to the relevant Transaction Documents.
37. GOVERNING LAW
TITLE V
GOVERNING LAW AND JURISDICTION
These Rules are governed by, and will be construed in accordance with, the laws of the Republic of Italy.
38. JURISDICTION
The Courts of Milan will have jurisdiction to law and determine any suit, action or proceedings and to
settle any disputes which may arise out of or in connection with these Rules.
- 82 -