Modification and Waiver 1 Modification

The Common Representative may, at its sole discretion, at any time and from time to time, without the consent or sanction of the Noteholders or the Transaction Creditors (other than in respect of a Reserved Matter or any provision of the Notes, these Conditions, the Common Representative Appointment Agreement or any of the applicable Transaction Documents referred to in the definition of a Reserved Matter), concur with the Issuer and any other relevant Transaction Party in making:

(a) any modification to the Notes, these Conditions, the Common Representative Appointment Agreement or any Transaction Document in relation to which the consent of the Common Representative is requested, which, in the opinion of the Common Representative, will not be materially prejudicial to the interests of the holders of the Notes then outstanding; or (b) any modification to the Notes, these Conditions, the Common Representative Appointment

Agreement or any Transaction Document in relation to which the consent of the Common Representative is requested, if, in the opinion of the Common Representative, such modification is of a formal, minor, administrative or technical nature, results from mandatory provisions of Portuguese law, or is made to correct a manifest error or an error which is, to the satisfaction of the Common Representative, proven, or is necessary or desirable for the purposes of clarification,

provided that the Rating Agencies have always been previously notified by the Issuer to the making of any such modification and notice thereof has been delivered to the Noteholders in accordance with the Condition 19 (Notices) only to the extent the Common Representative requires such notice to be given.

16.2. Waiver

In addition, the Common Representative may, at its sole discretion, at any time and from time to time, without prejudice to its rights in respect of any subsequent breach, condition, event or act, without the consent or sanction of the Noteholders or the Transaction Creditors, concur with the Issuer and any other relevant Transaction Party in authorising or waiving on such terms and subject to such conditions (if any) as it may decide, a proposed breach or breach by the Issuer of any of the covenants or provisions contained in the Notes, these Conditions, the Common Representative Appointment Agreement or other applicable Transaction Documents (other than in respect of a Reserved Matter or any provision of the Notes, these Conditions, the Common Representative Appointment Agreement or such other applicable Transaction Documents referred to in the definition of a Reserved Matter) which, in the opinion of the Common Representative will not be materially prejudicial to the interests of the holders of the Notes then outstanding (provided that it may not and only the Noteholders may by Resolution determine that any Event of Default shall not be treated as such for the purposes of the Notes, these Conditions, the Common Representative Appointment Agreement or any of the applicable Transaction Documents), provided that the Rating Agencies have always been previously notified by the Issuer to the making of any such authorisation or waiver.

16.3. Restriction on power to waive

The Common Representative shall not exercise any powers conferred upon it by Condition 16.2 (Waiver) in contravention of any of the restrictions set out therein or any express direction by a Resolution of the holders of the Notes then outstanding or of a request or direction in writing made

by the holders of not less than 50% in aggregate of the Principal Amount Outstanding of the Notes then outstanding, but no such direction or request (a) shall affect any authorisation or waiver previously given or made or (b) shall authorise or waive any such proposed breach or breach relating to a Reserved Matter unless the holders of the Notes then outstanding has, by Resolution, so authorised its exercise.

16.4. Notification

Unless the Common Representative otherwise agrees, the Issuer shall cause any such consent, authorisation, waiver, modification or determination to be notified to the Noteholders, the relevant Transaction Creditors in accordance with the Notices Condition and the applicable Transaction Documents, as soon as practicable after it has been made.

16.5. Binding Nature

Any consent, authorisation, waiver, determination or modification referred to in Condition 16.1 (Modification) or Condition 16.2 (Waiver) shall be binding on the Noteholders and the Transaction Creditors.

17. Prescription

17.1. Principal

Claims for principal in respect of the Notes shall become void twenty years following the appropriate Relevant Date.

17.2. Interest

Claims for interest in respect of the Notes shall become void five years following the appropriate Relevant Date.

18. Common Representative and Paying Agent

18.1. Common Representative’s right to indemnity

Under the Transaction Documents, the Common Representative is entitled to be indemnified by the Issuer and relieved from responsibility in certain circumstances and to be paid or reimbursed for any Liabilities incurred by it in priority to the claims of the Noteholders and the Transaction Creditors. The Common Representative shall not be required to do anything which would require it to risk or expend its own funds.

In addition, the Common Representative is entitled to enter into business transactions with the Issuer and/or any other person who is a party to any Transaction Documents and/or any of their subsidiary or associated companies and to act as common representative for the holders of any other securities issued by or relating to the Issuer without accounting for any profit and to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such role.

For the avoidance of doubt, the Common Representative will not be obliged to enforce the provisions of the Common Representative Appointment Agreement unless it is directed to do so by the Noteholders and unless it is indemnified and/or secured and/or prefunded to its satisfaction.

18.2. Common Representative not responsible for loss or for monitoring

The Common Representative will not be responsible for any loss, expense or liability which may be suffered as a result of the Asset Pool or any documents of title thereto being uninsured or inadequately insured or being held by or to the order of the Servicer or by any person on behalf of the Common Representative. The Common Representative shall not be responsible for monitoring the compliance by any of the other Transaction Parties (including the Issuer, the Transaction Manager and the Servicer) with their obligations under any Transaction Documents and the Common Representative shall assume, until it has actual knowledge to the contrary, that such persons are properly performing their duties.

The Common Representative shall have no responsibility in relation to the legality, validity, sufficiency, adequacy and enforceability of any Transaction Documents.

18.3. Appointment of Substitute Common Representative

In accordance with article 65.3 of the Securitisation Law, the power of replacing the Common Representative and appointing a substitute common representative shall be vested in the Noteholders which shall appoint said substitute by a Resolution.

18.4. Paying Agent solely agent of Issuer

In acting under the Paying Agency Agreement and in connection with the Notes, the Paying Agent acts solely as agent of the Issuer and (to the extent provided therein) the Common Representative and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

18.5. Initial Paying Agent

The Issuer reserves the right (with the prior written approval of the Common Representative such approval not to be unreasonably withheld or delayed) to vary or terminate the appointment of any PayingAgent and to appoint a successor paying agent or agent bank and additional or successor paying agent at any time, having given not less than 45 calendar days’ notice to the relevant Paying Agent and the Common Representative.

18.6. Maintenance of Paying Agent

The Issuer shall at all times maintain a paying agent in accordance with any requirements of any stock exchanges on which the Notes are or may from time to time be listed. The Issuer will maintain a paying agent in a Member State that will not be obliged to withhold or deduct tax pursuant to Council Directive 2003/48/EC, of 3 June 2003, on taxation of savings income in the form of interest payments, or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any change in any of the Paying Agent or in its Specified Office shall promptly be given to the Noteholders in accordance with the Notices Condition.

18.7. Common Representative Discretions

18.7.1.In the exercise of its powers and discretions under these Conditions and the Common Representative Appointment Agreement, the Common Representative will have regard to the interests of the Noteholders as a class and will not be responsible for any consequence for individual holders of the Notes as a result of such holders being connected in any way with a particular territory or taxing jurisdiction;

18.7.2.Except where expressly provided otherwise, and whilst the Notes are outstanding, the Common Representative shall, as regards all the powers, authorities, duties and discretions vested in it under the Conditions and the applicable Transaction Documents, have regard only to the interests of the Noteholders. In any circumstances in which, in the opinion of the Common Representative, there is any conflict, actual or potential, between the Noteholders’ interests and those of the Transaction Creditors, the Common Representative shall have regard only to the interests of the Noteholders and no other Transaction Creditor shall have any claim against the Common Representative for so doing;

18.7.3.To the extent permitted by Portuguese law, and whenever there is any conflict between the interests of the senior Noteholders and the interests of the junior Noteholders, the Common Representative shall always have regard to the Payments Priorities;

18.7.4.When the Notes are no longer outstanding, and as regards all the powers, authorities, duties and discretions vested in the Common Representative, where, in the opinion of the Common Representative, there is conflict, actual or potential, between the interests of the Transaction Creditors, the Common Representative shall only have regard to the interests of that Transaction Creditor which is, or those Transaction Creditors which are, most senior in the Payments Priorities and which claim is still outstanding thereunder and no other Transaction Creditor shall have any claim against the Common Representative for so doing. If there are two or more Transaction Creditors who rank pari passu in the Payments Priorities then the Common Representative shall look at the interests of such Transaction Creditors equally.

19. Notices

19.1. Valid Notices

Any notice to Noteholders shall only be validly given if such notice is published on the CMVM’s website and/or if the same is notified to the Noteholders in accordance with this Notices Condition, provided that for so long as any of the Notes are listed on any stock exchange and the rules of such stock exchange’s jurisdiction so require, such notice will additionally be published in accordance with the requirements applicable in such jurisdiction. It may additionally be published on a page of the Reuters service or of the Bloomberg service or on any other medium for the electronic display of data as may be previously approved in writing by the Common Representative.

19.2. Date of publication

Any notices so published shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which the publication was made.

19.3. Other Methods

The Common Representative shall be at liberty to sanction some other method of giving notice to the Noteholders if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the requirements of the stock exchange (if any) on which the Notes are then listed and provided that notice of such other method is given to the Noteholders in such manner as the Common Representative shall require.

20. Governing Law and Jurisdiction