€500,000,000 Class A Asset-Backed Fixed Rate Notes due

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Thetis Finance No. 1 (Article 62 Asset Identification Code 201507SGRCRBS00N0084)

€500,000,000 Class A Asset-Backed Fixed Rate Notes due July 2038

€146,300,000 Class B Asset-Backed Notes due July 2038

Issue Price: 100 per cent. for the Class A Asset-Backed Fixed Rate Notes and 102.517 per cent. for the Class B Asset-Backed Notes.

Issued by

SAGRES - Sociedade de Titularização de Créditos, S.A. (Incorporated in Portugal with limited liability under registered number 506 561 461)

This Prospectus is dated 16 July 2015 and relates to the admission to trading on a regulated market of the Class A Notes described herein.

The €500,000,000 Class A Asset-Backed Fixed Rate Notes due July 2038 (the "Class A Notes") and the €146,300,000 Class B Asset-

Backed Notes due July 2038 (the "Class B Notes") issued by Sagres – Sociedade de Titularização de Créditos, S.A. (the "Issuer"), are

together referred to hereafter as the "Notes". The Notes will be issued on 21 July 2015, (the "Closing Date"). The issue price of the Class A

Notes is 100 per cent. of their principal amount. The issue price of the Class B Notes is 102.517 per cent. of their principal amount.

Interest on the Class A Notes and the Class B Return Amount are payable on 25 of September 2015 and thereafter monthly in arrears on the

25th day of each calendar month in each year (or, if such day is not a Business Day, the next succeeding Business Day, unless such day would

fall in the next calendar month, in which case it will be brought forward to the immediately preceding Business Day). Interest on the Class A

Notes is payable in respect of each Interest Period at an annual fixed rate of 1.10 per cent. per annum. The Class B Notes will not bear

interest but will be entitled to the Class B Return Amount to the extent of available funds.

Payments on the Notes will be made in euro after any Tax Deduction (as defined below). The Notes will not provide for additional payments

by way of gross-up in the case that interest payable under the Class A Notes or the Class B Return Amount payable under the Class B Notes

is or becomes subject to income taxes (including withholding taxes) or other taxes. See “Principal Features of the Notes – Taxes".

The Class A Notes will be redeemed at their Principal Amount Outstanding on the Final Legal Maturity Date to the extent not previously

redeemed and will be subject to: (a) mandatory or optional redemption in part on each Interest Payment Date during the Revolving Period,

further to the occurrence of a Mandatory Partial Redemption Event; and (b) mandatory redemption in whole or in part on each Interest

Payment Date during the Amortisation Period on which the Issuer has an Available Principal Distribution Amount available for redeeming

the Class A Notes, as calculated with reference to the related Calculation Date. The Class B Notes will be subject to mandatory redemption

in whole or in part on each Interest Payment Date prior to the delivery of an Enforcement Notice on which the Issuer has an Available

Interest Distribution Amount available for redeeming the Class B Notes as calculated on the related Calculation Date (see "Principal Features of the Notes").

The Notes will be subject to optional redemption (in whole but not in part) at their Principal Amount Outstanding (together with accrued

interest, in the case of the Class A Notes):

(A) at the option of the Issuer on any Interest Payment Date in accordance with articles 45(1) and 45(2) (as applicable) of the

Securitisation Law: (a) following the occurrence of certain tax changes (as detailed in Condition 8.9 (Optional Redemption in whole

for taxation reasons) concerning, inter alia, the Issuer, the Assigned Rights and/or the Notes; or (b) following a Calculation Date on

which the Aggregate Principal Outstanding Balance of the Purchased Receivables is equal to or less than 10 (ten) per cent. of the

Aggregate Principal Outstanding Balance of the Purchased Receivables in the Initial Receivables Portfolio as at the Initial Collateral

Determination Date together with the Aggregate Principal Outstanding Balance of the Purchased Receivable in any Additional

Receivables Portfolio as at the relevant Additional Collateral Determination Date; or (c) after the occurrence of a Regulatory

Change with respect to the Originator; or

(B) in the event the Notes are held by a sole Noteholder, such Noteholder being the Originator, at the option of the sole Noteholder on

any Interest Payment Date, provided that all the requirements set out in Condition 8.9(B) will have been met.

The source of funds for the payment of principal and interest on the Notes will be the right of the Issuer to receive payments in respect of

receivables arising under agreements to finance the purchase of a new or used vehicles originated by Banco Credibom, S.A. (“Credibom” or

the “Originator”).

The Notes are limited recourse obligations and are obligations solely of the Issuer and are not the obligations of, or guaranteed by, and will

not be the responsibility of, any other entity. In particular, the Notes will not be obligations of and will not be guaranteed by Crédit Agricole

Corporate and Investment Bank, S.A. (“CA-CIB”, the “Sole Arranger” or the “Sole Lead Manager”) or Credibom.

This Prospectus has been approved by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários or the

"CMVM") as competent authority under Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive") as a

prospectus for admission of the Class A Notes to trading on the regulated market of Euronext Lisbon – Sociedade Gestora de Mercados

Regulamentados, S.A. (the “Stock Exchange” or “Euronext” or “Euronext Lisbon”). Application has been made to Euronext Lisbon for

the Class A Notes to be admitted to trading on its main market. According to article 118 of Código dos Valores Mobiliários (enacted by

Decree-Law no. 486/99, dated 13 November, as amended from time to time, the “Portuguese Securities Code”), the CMVM only approves

this Prospectus as meeting the requirements imposed under Portuguese and EU law pursuant to the Prospectus Directive. The approval of the

Prospectus by the CMVM as competent authority under the Prospectus Directive does not imply any guarantee as to the information

contained herein, the financial situation of the Issuer or as to the opportunity of the issue or the quality of the Notes. The language of the

Prospectus is English, although certain legislative references and technical terms have been cited in their original language in order that the

correct technical meaning may be ascribed to them under applicable law. No application has been made to admit the Class B Notes to trading

on any stock exchange.

In accordance with article 234 of the Portuguese Securities Code, the decision of Euronext Lisbon to admit the Class A Notes to trading on

Euronext Lisbon does not involve any guarantee as to the contents of this information, the economic and financial condition of the issuer and

the viability or quality of the Class A Notes.

No application has been made to admit the Class A Notes to trading on any other stock exchange.

The Class A Notes are expected to be rated by Standard & Poor’s Credit Market Services Europe Limited ("S&P") and DBRS Ratings Ltd.

("DBRS", and together with S&P, the "Rating Agencies"), while the Class B Notes will not be rated. It is a condition to the issuance of the

Notes that the Class A Notes receive the ratings set out below:

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S&P DBRS

Class A Notes "[A](sf)" "[A](sf)"

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the Rating Agencies.

European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency

established in the European Union and registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council

of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No. 462/2013 of The European Parliament And of the

Council of 21 May 2013 (“CRA Regulation”). Credit ratings included or referred to in this Prospectus have been or, as applicable, may be,

issued by the Rating Agencies, which are established in the European Union and is registered under the CRA Regulation.

The Notes will be registered with the Central de Valores Mobiliários (“CVM”), operated by Interbolsa - Sociedade Gestora de Sistemas de

Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”), in its capacity as securities settlement system.

The Issuer is authorised by CMVM as a securitisation company (sociedade de titularização de créditos).

The Notes offered by this Prospectus have not been registered under the Unites States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (other than distributors and as described in the section entitled

“Subscription and Sale”) unless the Notes are registered under the Act, or an exemption from the registration requirements of the Securities

Act is available. Neither the United States Securities and Exchange Commission nor any state securities commission has approved or

disapproved of the Notes or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense in

the United States.

Particular attention is drawn to the section herein entitled "Risk Factors".

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Contents

Heading Page

RISK FACTORS .......................................................................................................................................... 4

RESPONSIBILITY STATEMENTS ......................................................................................................... 26

THE PARTIES ........................................................................................................................................... 30

PRINCIPAL FEATURES OF THE NOTES .............................................................................................. 32

OVERVIEW OF THE TRANSACTION ................................................................................................... 40

STRUCTURE AND CASH FLOW DIAGRAM OF TRANSACTION .................................................... 49

DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 49

OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS ................................................................ 51

CHARACTERISTICS OF THE ASSIGNED RIGHTS IN THE RECEIVABLES PORTFOLIO ............ 75

OVERVIEW OF THE ORIGINATOR ...................................................................................................... 90

DESCRIPTION OF THE PAYMENT ACCOUNT BANK ....................................................................... 99

DESCRIPTION OF THE CASH RESERVE ACCOUNT BANK........................................................... 100

SELECTED ASPECTS OF PORTUGUESE LAW RELEVANT TO THE RECEIVABLES AND THE

TRANSFER OF THE RECEIVABLES ................................................................................................... 101

OVERVIEW OF PROVISIONS RELATING TO THE NOTES CLEARED THROUGH INTERBOLSA

.................................................................................................................................................................. 105

TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 108

TAXATION ............................................................................................................................................. 153

SUBSCRIPTION AND SALE ................................................................................................................. 160

GENERAL INFORMATION .................................................................................................................. 162

INDEX OF DEFINED TERMS.................................................................................................................166

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.

All of these factors are contingencies which may or may not occur and the Issuer is not in a position to

express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes

may be material for the purpose of assessing the market risks associated with Notes issued under this

Prospectus are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in

the Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection

with any Notes for other reasons and the Issuer does not represent that the statements below regarding

the risks of holding any Notes are exhaustive. Prior to making an investment decision, prospective

purchasers of the Notes should consider carefully, in light of the circumstances and their investment

objectives, the information contained in this entire Prospectus and reach their own views prior to making

any investment decision. Prospective purchasers should nevertheless consider, among other things, the

risk factors set out below.

Absence of a Secondary Market

There is currently a limited market for the Notes. While the Sole Arranger and Sole Lead Manager intend

to make a market in the Notes, they are under no obligation to do so. There can be no assurance that a

secondary market for any of the Notes will further develop or, that it will provide the holders of such

Notes with liquidity of investment or that it will continue for the entire life of the Notes. Consequently,

any purchaser of the Notes must be prepared to hold the Notes until final redemption or earlier application

in full of the proceeds of enforcement of the Issuer’s obligations by the Common Representative. The

market price of the capital in the Notes could be subject to fluctuation in response to, among other things,

variations in the value of the Assigned Rights, the market for similar securities, prevailing interest rates,

changes in regulation and general market and economic conditions.

In addition, Noteholders should be aware of the prevailing and widely reported global credit market

conditions referred to as the "credit crunch" (which continue at the date hereof), whereby there is a

general lack of liquidity in the secondary market for instruments similar to the Notes. The Issuer cannot

predict when these circumstances will change and if and when they do whether conditions of general

market illiquidity for the Notes and instruments similar to the Notes will return in the future.

In addition, the current liquidity crisis has stalled the primary market for a number of financial products

including instruments similar to the Notes. While it is possible that the current liquidity crisis may soon

alleviate for certain sectors of the global credit markets, there can be no assurance that the market for

securities similar to the Notes will recover at the same time or to the same degree as such other recovering

global credit market sectors.

These risks include, among others, (i) the likelihood that the Issuer will find it harder to dispose of the

Assigned Rights in accordance with the Transaction Documents, (ii) the possibility that, on or after the

Closing Date, the price at which Assigned Rights can be sold by the Issuer will have deteriorated from

their effective purchase price and (iii) the increased illiquidity and price volatility of the Notes as there is

currently no secondary trading in asset-backed securities. These additional risks may affect the returns on

the Notes to investors.

Restrictions on Transfer

The Notes have not been, and will not be, registered under the Securities Act or with any securities

regulatory authority of any state or other jurisdiction of the United States. The offering of the Notes will

be made pursuant to exemptions from the registration provisions under Regulation S under the Securities

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Act (“Regulation S”) and from state securities laws. No person is obliged or intends to register the Notes

under the Securities Act or any state securities laws. Accordingly, offers and sales of the Notes are subject

to the restrictions described under "Subscription and Sale".

No Fiduciary Role

None of the Issuer, the Sole Arranger, the Sole Lead Manager or any of the parties to the Transaction

Documents or any of their respective affiliates is acting as an investment advisor and none of them (other

than the Common Representative) assumes any fiduciary obligation to any purchaser of Notes.

None of the Issuer, the Sole Arranger, the Sole Lead Manager or any of the parties to the Transaction

Documents or any of their respective affiliates assumes any responsibility to conducting or failing to

conduct any investigation into the business, financial condition, prospects, credit-worthiness, status and/or

affairs of any other Transaction Party nor makes any representation or warranty, express or implied, as to

any of these matters.

Liability under the Notes

The Notes are limited recourse obligations and are obligations solely of the Issuer and will not be

obligations or responsibilities of any other entity. In particular, the Notes will not be obligations of and

will not be guaranteed by the Originator, the Servicer, the Transaction Manager, the Payment Account

Bank, the Cash Reserve Account Bank, the Paying Agent, the Common Representative or the Sole Lead

Manager and the Sole Arranger.

Repayment of the Notes is limited to the funds received from or derived from the Transaction Assets. If

there are insufficient funds available to the Issuer from the Transaction Assets to pay in full all principal,

interest and other amounts due in respect of the Notes at the Final Legal Maturity Date, upon acceleration

following the delivery of an Enforcement Notice or upon the early redemption of the Notes as permitted

under the Conditions, then the Noteholders will have no further claim against the Issuer in respect of any

such unpaid amounts and such unpaid amounts shall be deemed discharged in full. No recourse may be

had for any amount due in respect of any Notes or any other obligations of the Issuer against any officer,

member, director, employee, shareholder, security holder or incorporator of the Issuer or their respective

successors or assigns.

Limited Resources of the Issuer

The Notes will not be obligations or responsibilities of any of the parties to the Transaction Documents

other than the Issuer and shall be limited to the segregated portfolio of Assigned Rights corresponding to

this transaction (as identified by asset code 201507SGRCRBS00N0084 awarded by the CMVM on 16

July 2015 pursuant to article 62 of the Securitisation Law) and such other Transaction Assets.

The obligations of the Issuer under the Notes are without recourse to any other assets of the Issuer

pertaining to other issuances of securitisation notes by the Issuer or to the Issuer's own funds or to the

Issuer's directors, officers, employees, managers or shareholders. None of such persons or entities has

assumed or will accept any liability whatsoever in respect of any failure by the Issuer to make any

payment of any amount due on or in respect of the Notes.

The Issuer will not have any assets available for the purpose of meeting its payment obligations under the

Notes other than the Assigned Rights, the Collections, its rights pursuant to the Transaction Documents

and amounts standing to the credit of certain of the Transaction Accounts. The Issuer's ability to meet its

obligations in respect of the Notes, its operating expenses and its administrative expenses is wholly

dependent upon:

(a) collections and recoveries made from the Receivables Portfolio by the Servicer;

(b) arrangements pursuant to the Transaction Accounts; and

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(c) the performance by all of the parties to the Transaction Documents (other than the Issuer) of their

respective obligations under the Transaction Documents.

The Issuer will not have any other funds available to it to meet its obligations under the Notes or any

other payments ranking in priority to, or pari passu with, the Notes. There is no assurance that there will

be sufficient funds to enable the Issuer to pay interest (or the Class B Return Amount as applicable) on

any Class of Notes or, on the redemption date of the Class A Notes (whether on the Final Legal Maturity

Date, upon acceleration following the delivery of an Enforcement Notice or upon early redemption in part

or in whole as permitted under the Conditions) that there will be sufficient funds to enable the Issuer to

repay principal in respect of such Class of Notes in whole or in part.

Notes are Subject to Optional Redemption

Subject to certain conditions being met, the Notes may be subject to optional redemption by the Issuer,

notably: (i) if certain tax events occur; (ii) if, on the related Calculation Date, the Aggregate Principal

Outstanding Balance of the Purchased Receivables is equal to or below 10% of their Aggregate Principal

Outstanding Balance of all of the Purchased Receivables in the Initial Receivables Portfolio as at the

Initial Collateral Determination Date together with the Aggregate Principal Outstanding Balance of the

Purchased Receivable in any Additional Receivables Portfolio as at the relevant Additional Collateral

Determination Date; (iii) in the case of a Regulatory Change with respect to the Originator; or (iv) at the

option of the Noteholder (being the only one and also being the Originator).

Such optional redemption feature of the Notes may limit their market value. During any period when the

Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially

above the price at which they can be redeemed. This also may be true prior to the occurrence of the events

allowing the Issuer to exercise such optional redemption. An investor may not be able to reinvest the

redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed

and may only be able to do so at a significantly lower rate. Potential investors should consider

reinvestment risk in light of other investments available at that time.

As Additional Receivables are assigned to the Issuer, the characteristics of the Receivables Portfolio

may change from those existing at the Closing Date or relevant Additional Purchase Date, and

those changes may adversely affect payments on the Notes.

There is no guarantee that any Additional Receivables assigned to the Issuer will have the same

characteristics as the Assigned Rights in the Initial Receivables Portfolio as at the Closing Date or as at

the relevant Additional Purchase Date. In particular, Additional Receivables may have different payment

characteristics from the loans in the Receivables Portfolio as at the Closing Date or the relevant

Additional Purchase Date. The ultimate effect of this could be to delay or reduce the payments received

by Noteholders. Any Additional Receivables will be required to meet the conditions described in

“Overview of certain Transaction Documents - Representations and Warranties as to the Assigned

Rights” below.

Limited Recourse Nature of the Notes

The Notes will be direct limited recourse obligations solely of the Issuer in respect of the Transaction

Assets and therefore the Noteholders will have a claim under the Notes against the Issuer only to the

extent of the cashflows generated by the Receivables Portfolio and any other amounts paid to the Issuer

pursuant to the Transaction Documents, subject to the payment of amounts ranking in priority to payment

of amounts due in respect of the Notes. If there are insufficient funds available to the Issuer to pay in full

all principal, interest and other amounts due in respect of the Notes at the Final Legal Maturity Date or

upon acceleration following delivery of an Enforcement Notice or upon mandatory early redemption in

part or in whole as permitted under the Conditions, then the Noteholders will have no further claim

against the Issuer in respect of any such unpaid amounts. No recourse may be had for any amount due in

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respect of any Notes or any other obligations of the Issuer against any officer, member, director,

employee, security holder or incorporator of the Issuer or their respective successors or assigns.

None of the Transaction Parties or any other person has assumed any obligation in case the Issuer fails to

make a payment due under any of the Notes.

Transaction Party and Rating Trigger Risk

The Issuer and/or the Originator face the possibility that any of their counterparties will be unable to

honour their contractual obligations to it. These parties may default on their obligations to the Issuer

and/or the Originator due to insolvency, lack of liquidity, operational failure or other reasons.

While certain Transaction Documents provide for rating triggers to address the insolvency risk of

counterparties, such rating triggers may be ineffective in certain situations. Rating triggers may require

counterparties, inter alia, to provide collateral or to arrange for a new counterparty to become a party to

the relevant Transaction Document upon a rating downgrade or withdrawal of the original counterparty. It

may, however, be that a counterparty having a requisite rating becomes insolvent before a rating

downgrade or withdrawal occurs or that insolvency occurs immediately upon such rating downgrade or

withdrawal or that the relevant counterparty does not have sufficient liquidity for implementing the

measures required upon a rating downgrade or withdrawal.

Eligibility of Class A Notes for Eurosystem Monetary Policy

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This

means that the Class A Notes will upon issue be registered with the centralised system (sistema

centralizado) and settled through the Portuguese securities settlement system (Central de Valores

Mobiliários) operated by Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas

Centralizados de Valores Mobiliários, S.A. and does not necessarily mean that the Class A Notes will be

recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the

Eurosystem (“Eurosystem Eligible Collateral”) either upon issue, or at any or all times during their life.

Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria as specified by the

European Central Bank (“ECB”). If the Class A Notes do not satisfy the criteria specified by the ECB,

there is a risk that the Class A Notes will not be Eurosystem Eligible Collateral.

The Issuer gives no representation, warranty, confirmation or guarantee to any investor in the Class A

Notes that the Class A Notes will, either upon issue, or at any or all times during their life, satisfy all or

any requirements for Eurosystem eligibility and be recognised as Eurosystem Eligible Collateral. Any

potential investors in the Class A Notes should make their own determinations and seek their own advice

with respect to whether or not the Notes constitute Eurosystem Eligible Collateral.

In particular, please note the guideline of the ECB dated 2 February 2015 (ECB/2014/60) states, inter

alia, that asset-backed securities shall be eligible as Eurosystem Eligible Collateral provided that such

asset-backed security has, inter alia, two ratings of, at least, “BBB-”/”BBB” level (when assigned by

Standard & Poor’s and DBRS, respectively) at issuance and at any time subsequently and satisfies all the

requirements set out in article 3 of the such guideline.

Ratings are not recommendations and may not reflect all risks. Ratings can be lowered, withdrawn

or qualified.

There is no obligation on the part of any of the Transaction Parties under the Notes or the Transaction

Documents to maintain any rating for itself or the Class A Notes. None of the foregoing or any other

person has assumed any obligation in case the Issuer fails to make a payment due under any of the Notes.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision,

suspension or withdrawal at any time by the assigning rating organisation. Each securities rating should

be evaluated independently of any other securities rating. In the event that the ratings initially assigned to

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the Class A Notes are subsequently lowered, withdrawn or qualified for any reason, no person will be

obliged to provide any credit facilities or credit enhancement to the Issuer for the original ratings to be

restored. Any such lowering, withdrawal or qualification of a rating may have an adverse effect on the

liquidity and market price of the Notes.

The Rating Agencies’ ratings of the Class A Notes address the likelihood that Noteholders of such Class

will receive timely payments of interest and ultimate repayment of principal.

The Issuer notes that the Class A Notes have been assigned a rating of "[A](sf)" by S&P and "[A](sf)" by

DBRS.

The rating of "[A]" is the sixth highest rating that S&P assign to notes. The rating of "[A]" is the sixth

highest rating that DBRS assign to notes.

The ratings take into consideration the characteristics of the Assigned Rights and the structural, legal and

tax aspects associated with the Class A Notes. However, the ratings assigned to the Class A Notes do not

represent any assessment of the likelihood or rate of principal prepayments. The ratings do not address the

possibility that the Noteholders might suffer a lower than expected yield due to prepayments.

The ratings address the expected loss or the default probability posed to investors by the Final Legal

Maturity Date. In the Rating Agencies’ opinion, the structure of the transaction allows for timely payment

of interest and ultimate payment of principal at par on or before the Final Legal Maturity Date. The

Rating Agencies’ ratings address only the credit risks associated with the transaction. Other non-credit

risks have not been addressed but may have a significant effect on yield to investors.

The Issuer has not requested rating of the Class A Notes by any rating agency other than the Rating

Agencies; there can be no assurance, however, as to whether any other rating agency will rate the Class A

Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned by

such other rating agency to the Class A Notes could be lower than the rating assigned by the Rating

Agencies.

Credit ratings included or referred to in this Prospectus have been or, as applicable, may be, issued by

S&P and DBRS, each of which is established in the European Union and registered with the European

Securities and Markets Authority under the CRA Regulation.

The Issuer has not requested rating of the Class B Notes by any rating agency.

The Rating Agencies address only credit risks associated with the transaction. Other non-credit related

risks have not been addressed but may have a significant effect on yield to investors.

CRA Regulation

European regulated investors are restricted under the CRA Regulation from using credit ratings for

regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and

registered under the CRA Regulation (and such registration has not been withdrawn or suspended),

subject to transitional provisions that apply in certain circumstances whilst the registration application is

pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit

rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or

the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such

endorsement action or certification, as the case may be, has not been withdrawn or suspended).

Furthermore, pursuant to the CRA Regulation, structured finance transactions are required to be rated by

at least two rating agencies which are independent of each other, it being recommended that one of such

rating agencies holds less than 10 per cent. of total market share.

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Liquidity and Credit Risk for the Issuer

The Issuer will be subject to the risk of delays in the receipt, or risk of defaults in the making, of

payments due from Obligors in respect of the Assigned Rights. There can be no assurance that the levels

or timeliness of payments of Collections and recoveries received from the Assigned Rights will be

adequate to ensure fulfilment of the Issuer's obligations in respect of the Notes on each Interest Payment

Date or on the Final Legal Maturity Date.

Credit Risk on the Parties to the Transaction

The ability of the Issuer to meet its payment obligations in respect of the Notes depends partially on the

full and timely payments by the parties to the Transaction Documents of the amounts due to be paid

thereby and on the non-existence of unforeseen extraordinary expenses to be borne by the Issuer which

are not already accounted for by the Rating Agencies in relation to the Transaction Documents. If any of

the Parties to the Transaction Documents fails to meet its payment obligations or if the Issuer has to bear

the referred unforeseen extraordinary expenses, there is no assurance that the ability of the Issuer to meet

its payment obligations under the Notes will not be adversely affected or that the rating initially assigned

to the Class A Notes is subsequently lowered, withdraw or qualified.

Payments by Obligors in respect of Assigned Rights

The ability of the Issuer to meet its payment obligations under the Notes depends almost entirely on the

full and timely payments by the Obligors (who are only natural persons and not legal entities) of the

amounts to be paid by such Obligors in respect of the Receivables Portfolio. The Originator and the

Servicer have not made any representations nor given any warranties nor assumed any liability in respect

of the ability of the Obligors to make the payments due in respect of the Assigned Rights. General

economic conditions and other factors may have an adverse impact on the ability or willingness of

Obligors to meet their payment obligations in respect of the Assigned Rights. In addition, payments under

the Notes may be affected by, among other things a decline in value of the assets securing the relevant

Assigned Rights. No assurance can be given that the value of the relevant assets have remained or will

remain at their levels on the dates of origination of the related Assigned Rights and that the proceeds

deriving from the sale of each assets will be sufficient to discharge all obligations under the relevant

Receivables Contract.

Portuguese Economic Situation

According to the Bank of Portugal’s Statistical Bulletin as of December 2014, the last gross domestic

product (GDP) increased by 1.3% in comparison with 2013. The economic activity in 2014 had a year-

on-year acceleration in private consumption, as it has increased 0.6% in comparison to 2013. Moreover,

as consumption has increased, savings are decreasing. Savings have decreased from 0.5% (last quarter of

2013) to 0.6% (first quarter of 2014). Unemployment has shown a significant decrease from last quarter

of 2013 (15.1%) to the last quarter of 2014 (13.6%).

It is expected in 2015 that the Portuguese economy accelerates, supported by domestic demand and strong

export growth (exports grew 3.8% in 2014, and are expected to grow 6.1% in 2015). The net contribution

from domestic demand to GDP growth should increase over the projection horizon, moving from -2.4%

in 2013 to 0.6% in 2016. Consumption and investment decisions by households and firms over the next

few years should continue to be conditioned by the need for private sector deleveraging.

In this context of economy stabilisation, it is inevitable to mention that fiscal policy will remain tight for

several years to come. Furthermore, if economic activity becomes weaker than expected additional fiscal

measures may need to be implemented, there being a risk that fiscal policy will hinder activity levels over

the medium term, thus affecting, directly and indirectly, banks’ earnings and the financial condition of

their customers.

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The Issuer cannot foresee how such eventual fiscal policies or other additional measures may have on

prospective investors.

Projections, forecasts and estimates

Forward looking statements, including estimates, any other projections and forecasts in this document are

necessarily speculative in nature and some or all of the assumptions underlying the forward looking

statements may not materialise or may vary significantly from actual results.

Originator’s Lending Criteria

Under the Receivables Sale Agreement, the Originator will warrant that, as at the Closing Date, each

Obligor in relation to a Receivables Contract comprised in the Receivables Portfolio meets the

Originator’s lending criteria for new business in force at the time such Obligor entered into the relevant

Receivables Contract. The lending criteria considers, among other things, an Obligor's credit history,

employment history and status, repayment ability, debt-to-income ratio and the need for guarantees or

other collateral. No assurance can be given that the Originator will not change the characteristics of their

lending criteria in the future and that such change would not have an adverse effect on the cashflows

generated by any Substitute Assigned Rights to ultimately repay the principal and interest due on the

Notes. In any event, any Substitute Assigned Rights will always comply with the Eligibility Criteria as at

the relevant substitution date. See the description of the limited circumstances when Substitute Assigned

Rights may form part of the Receivables Portfolio in "Overview of Certain Transaction Documents –

Receivables Sale Agreement".

Competition in the Portuguese auto loan market

The Issuer is, among other things, subject to the risk of the contractual interest rates in relation to the

Receivables being less than that required by the Issuer to meet its commitments under the Notes, which

may result in the Issuer having insufficient funds available to meet the Issuer's commitment under the

Notes and other Issuer obligations. There are a number of financiers in the Portuguese auto loan and

market and competition may result in lower interest rates on offer in such market. In the event of more

competitive interest rates in relation to the Receivables, Obligors under the Receivables may seek to

repay such Receivables early, with the result that the Receivables Portfolio may not continue to generate

sufficient cashflows in order for the Issuer to meet its commitments under the Notes.

Obligors

The Purchased Receivables in the Receivables Portfolio were originated in accordance with pre-

established lending criteria. General economic conditions and other factors, such as increase of interest

rates, may have an impact on the ability of Obligors to meet their repayment obligations under the

Assigned Rights. Loss of earnings, illness, divorce and other similar factors may lead to an increase in

delinquencies and insolvency filings by Obligors, which may lead to a reduction in payments by such

Obligors on their Assigned Rights and could reduce the Issuer's ability to service payments on the Notes.

However, the Originator’s lending criteria take into account, inter alia, a potential Obligor's credit

history, employment history and status, repayment ability and debt-to-income ratio and are utilised with a

view, in part, to mitigate the risks in lending to Obligors.

Insurance

The Originator will transfer in accordance with the Receivables Sale Agreement to the Issuer on the

Closing Date its right, title, interest and benefit (if any) in the insurance policies relating to the

Receivables Contracts and any Related Security and the Issuer's interest therein will form part of the

property of the Issuer. Such insurance policies relate to insurance on the relevant vehicle and insurance

for protection against credit risk due to loss of income by the Obligor. However, as the insurance policies

may not, in each case, refer to assignees in title of the Originator, such an assignment may not provide the

11

Issuer with an insurable interest under the relevant policies and the ability of the Issuer to make a claim

under such a policy is not certain, unless the each relevant insurer is notified of the assignment. Further,

the Originator does not intend to notify each individual insurer of the assignment of the insurance policies

to the Issuer. The Issuer may effect the relevant notification of the relevant insurers after the occurrence

of certain events.

Furthermore, investors should be aware that the insurance policies (if any) relating to the Receivables

Contract which cover protection against credit risk due to loss of income by the Obligor have been issued

by either Crédit Agricole Creditor Insurance or Companhia de Seguros Tranquilidade, S.A. If existing,

such insurance policies will cover the then current Principal Outstanding Balance of the corresponding

Purchased Receivables.

No Independent Investigation in relation to the Assigned Rights

None of the Issuer, the Sole Arranger, the Sole Lead Manager, the Transaction Manager, the Common

Representative or any other Transaction Party (other than the Originator) has undertaken or will

undertake any investigations, searches or other actions in respect of any Obligor, Transaction Party or any

historical information relating to the Assigned Rights and each will rely instead on the representations and

warranties made by the Originator in relation thereto set out in the Receivables Sale Agreement.

Withholding Taxes (no gross-up for taxes)

Should any withholding or deduction for or on account of any Taxes, duties, assessments or governmental

charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government or state

with authority to tax or any political subdivision or any authority thereof or therein having power to tax

be required to be made from any payment in respect of the Notes (as to which see "Taxation" below),

neither the Issuer, the Common Representative nor any Paying Agent will be obliged to make any

additional payments to Noteholders to compensate them for the reduction in the amounts that they will

receive as a result of such withholding or deduction. If payments made by any party under the

Receivables Sale Agreement or the Receivables Servicing Agreement are subject to a Tax Deduction

required by law, there will be no obligation on such party to increase the payment to leave an amount

equal to the payment which would have been due if no Tax Deduction would have been required.

In certain circumstances, the Issuer and the Noteholders may be subject to US withholding tax

under FATCA for any payments made after 1 January 2017

The United States enacted rules, commonly referred to as “FATCA”, that generally impose a new

reporting and withholding regime with respect to certain U.S. source payments (including dividends and

interest), gross proceeds from the disposition of property that can produce U.S. source interest and

dividends and certain payments made by entities that are classified as financial institutions under FATCA.

The United States has reached a Model 1 intergovernmental agreement, in substance, regarding the

implementation of FATCA with Portugal (the “IGA”). The U.S. Department of Treasury has agreed to

treat IGA as being in effect provided that Portugal continues to show firm resolve to sign the IGA as soon

as possible.

Under the IGA, as currently drafted, the Issuer does not expect payments made on or with respect the

Notes to be subject to withholding under FATCA. However, significant aspects of when and how FATCA

will apply remain unclear, and no assurance can be given that withholding under FATCA will not become

relevant with respect to payments made on or with respect to the Notes in the future. Prospective

investors should consult their own tax advisors regarding the potential impact of FATCA.

Withholding under the EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is

required to provide to the tax authorities of another Member State details of payments of interest or other

similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual

12

resident or certain limited types of entity established in that other Member State; however, for a

transitional period, Austria may instead apply a withholding system in relation to such payments,

deducting tax at rates rising over time to 35%. The transitional period is to terminate at the end of the first

full fiscal year following agreement by certain non-EU countries to the exchange of information relating

to such payments.

A number of non-EU countries and certain dependent or associated territories of certain Member States

have adopted similar measures (either provision of information or transitional withholding) in relation to

payments made by a person within its jurisdiction to, or collected by such a person for, an individual

resident or certain limited types of entity established in a Member State. In addition, the Member States

have entered into provision of information or transitional withholding arrangements with certain of those

dependent or associated territories in relation to payments made by a person in a Member State to, or

collected by such a person for, an individual resident or certain limited types of entity established in one

of those territories.

The Council of the European Union formally adopted a Council Directive amending the EU Savings

Directive on 24 March 2014 (the “Amending Directive”). The Amending Directive broadens the scope

of the requirements described above. Member States have until 1 January 2016 to adopt the national

legislation necessary to comply with the Amending Directive. The changes made under the Amending

Directive include extending the scope of the Directive to payments made to, or collected for, certain other

entities and legal arrangements. They also broaden the definition of “interest payment” to cover income

that is equivalent to interest.

Investors who are in any doubt as to their position should consult their professional advisers.

Absence of French Law Security

Under Portuguese law, the entirety of the Issuer’s assets pertaining to this Transaction including those

located outside of Portugal, are covered by the statutory segregation rule provided in Article 62 of the

Securitisation Law, which provides that the assets and liabilities (constituting an autonomous estate or

património autónomo) of the Issuer in respect of each transaction entered into by the Issuer are

completely segregated from any other assets and liabilities of the Issuer. In accordance with the terms of

Article 61 and the subsequent articles of the Securitisation Law, the Transaction Assets are exclusively

allocated for the discharge of the Issuer’s liabilities towards the payments due under the Notes and the

Transaction Creditors, and other creditors do not have any right of recourse over the Transaction Assets

until there has been a full discharge of such liabilities.

Certain of the Transaction Documents entered into by the Issuer are governed by French law and the

Transaction Accounts are located in France. In the absence of an assignment pursuant to French law of

the Issuer's rights under the French law Transaction Documents, (i) this may hinder the Common

Representative from taking action following the occurrence of an Event of Default, and (ii) prior to an

Insolvency Event in respect of the Issuer, creditors of the Issuer (other than the Transaction Creditors)

may have recourse to amounts standing to the credit of the Transaction Accounts (which would

particularly be the case if the Issuer were to create security over the Transaction Accounts in favour of

creditors other than the Transaction Creditors). However, the above concerns are mitigated by virtue of

the fact that the Issuer will represent that it has not created (and will undertake that it will not create) any

interest in the Transaction Assets in favour of any person other than the Transaction Creditors and that

those other creditors of the Issuer in respect of other securitisation transactions are similarly bound by

non-petition and limited recourse covenants which would prevent them having recourse to the

Transaction Assets.

Reliance on the Originator’s Representations and Warranties

If any of the Assigned Rights fails to comply with any of the Assigned Rights Warranties which could, in

the opinion of the Issuer have a Material Adverse Effect on any Assigned Right, the Originator is obliged

to hold the Issuer harmless against any losses which the Issuer may suffer as a result of such failure. The

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Originator may discharge this liability either by, at its option, (A) repurchasing or procuring a third party

to repurchase such Assigned Right from the Issuer for an amount equal to the aggregate of: (i) the

Principal Outstanding Balance of the relevant Purchased Receivable as at the date of re-assignment of

such Assigned Right; (ii) an amount equal to all other amounts due in respect of the relevant Assigned

Right and its related Receivables Contract on or before the date of re-assignment of such Assigned

Rights; and (iii) the properly incurred costs and expenses of the Issuer incurred in relation to such re-

assignment, or (B) making an indemnity payment equal to such amount, provided that this shall not limit

any other remedies available to the Issuer if the Originator fails to discharge such liability. The Originator

is also liable for any losses or damages suffered by the Issuer as a result of any breach or inaccuracy of

the representations and warranties given in relation to itself or its entering into any of the Transaction

Documents. The Issuer's rights arising out of breach or inaccuracy of the representations and warranties

are however unsecured and, consequently, a risk of loss exists if an Originator’s Receivables Warranty is

breached and the Originator is unable to repurchase or cause a third party to purchase the relevant

Assigned Right or indemnify the Issuer as applicable in accordance with the Receivables Sale Agreement.

Compliance with Articles 405 to 410 of the CRR, Article 51 of the AIFMR and Bank of Portugal

Notice 9/2010

Articles 405 to 410 of Regulation (EU) No 575/2013 of the European Parliament and of the Council, of

26 June, on prudential requirements for credit institutions and investment firms and amending Regulation

(EU) No. 648/2012, as amended from time to time, referred to as the Capital Requirements Regulation

and including any regulatory technical standards and any implementing technical standards issued by the

European Banking Authority or any successor body, from time to time (hereinafter, the “CRR”) and

Bank of Portugal Notice (“Aviso”) 9/2010 (“Notice 9/2010”) place an obligation on a credit institution or

investment firm that is subject to the CRR (a “CRR Institution”) which assumes exposure to the credit

risk in a securitisation transaction (as defined in Article 4(1)(61) of the CRR) to ensure that the originator,

sponsor or original lender has explicitly disclosed that it will fulfil its Retention Obligation (as defined

below), and to have a thorough understanding of all structural features of a securitisation transaction that

would materially impact the performance of their exposures to the transaction. Furthermore, investors

should be aware of Article 17 of the AIFMD, as supplemented by Section 5 of the Alternative Investment

Fund Managers Regulation (“AIFMR”), which took effect on 22 July 2013. The provisions of Section 5

of Chapter III of the AIFMR provide for risk retention and due diligence requirements in respect of

alternative investment fund managers that are required to become authorised under the AIFMD and which

assume exposure to the credit risk of a securitisation on behalf of one or more alternative investment

funds. While such requirements are similar to those which apply pursuant Articles 405 to 410 of the CRR,

they are not identical and, in particular, additional due diligence obligations apply to the relevant

alternative investment funds managers.

The Originator, which is an originator for the purposes of Article 4(1)(13) of the CRR, will undertake in

the Receivables Sale Agreement to retain, on an ongoing basis, a material net economic interest of not

less than 5 per cent. of the nominal amount of the securitised exposures (the “Retention Obligation”).

The Originator will retain the net economic interest in the securitisation through retention of the Class B

Notes (being the first loss tranche) and, if necessary other notes, so that the retention is equivalent to no

less than 5 per cent. of the Receivables Portfolio, in accordance with Article 405 of the CRR and Article

51 of the AIFMR (the “Retained Interest”). The Originator will undertake not to hedge, sell or in any

other way mitigate its credit risk in relation to such retained exposures. The retained exposures may be

reduced over time by, amongst other things, amortisation and allocation of losses or defaults on the

underlying Receivables. The Transaction Manager Report will also provide monthly confirmation as to

the Originator's continued holding of the retained exposures. It should be noted that there is no certainty

that references to the Retention Obligation and the Retained Interest in this Prospectus or the undertakings

in the Receivables Sale Agreement will constitute adequate due diligence (on the part of the Noteholders)

or explicit disclosure (on the part of the Originator) for the purposes of Articles 406 and 409 of the CRR,

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Article 51 of the AIFMR and Notice 9/2010, and there can be no certainty that the Originator will comply

with its undertakings set out in the Receivables Sale Agreement.

If the Originator does not comply with its undertakings set out in the Receivables Sale Agreement, the

ability of the Noteholders to sell and/or the price investors receive for, the Notes in the secondary market

may be adversely affected.

Articles 405 to 410 of the CRR, Article 51 of the AIFMR and Notice 9/2010 also place an obligation on

CRR Institutions, before investing in a securitisation transaction and thereafter, to analyse, understand

and stress test their securitisation positions, and monitor on an ongoing basis and in a timely manner

performance information on the exposures underlying their securitisation positions. The Originator has

undertaken to provide, or procure that the Servicer shall provide to the Issuer and the Transaction

Manager such information as may be reasonably required by the Noteholders to be included in the

Transaction Manager Report to enable such Noteholders to comply with their obligations pursuant to the

CRR, Article 51 of the AIFMR and Notice 9/2010. Where the relevant requirements of Articles 405 to

410 of the CRR, Article 51 of the AIFMR and Notice 9/2010 are not complied with in any material

respect and there is negligence or omission in the fulfilment of its due diligence obligations on the part of

a CRR Institution that is investing in the Notes, a proportionate additional risk weight of no less than 250

per cent. of the risk weight (with the total risk weight capped at 1250 per cent.) which would otherwise

apply to the relevant securitisation position shall be imposed on such CRR Institution, progressively

increasing with each subsequent infringement of the due diligence provisions. Additionally, non-

compliance with the requirements of Articles 405 to 410 of the CRR and Article 51 of the AIFMR may

adversely affect the price and liquidity of the Notes. Noteholders should make themselves aware of the

provisions of the CRR and make their own investigation and analysis as to the impact of the CRR on any

holding of Notes.

No representation, warranty or undertaking, express or implied, is made and no responsibility or liability

is accepted by the Sole Arranger as to the Originator’s ability to comply with any obligation, including

the Retention Obligation and the Retained Interest, provided for in, or otherwise ensuring the compliance

of the transaction with, the CRR, the AIFMR and Notice 9/2010 and as to the information complying with

the relevant CRR and AIFMR rules.

Noteholders should take their own advice on compliance with, and in the application of, the provisions of

Articles 405 to 410 of the CRR, Article 51 of the AIFMR and Notice 9/2010.

Limited Liquidity of the Assigned Rights

In the event of the occurrence of an Event of Default and the delivery of an Enforcement Notice to the

Issuer by the Common Representative, the disposal of the Transaction Assets of the Issuer (including its

rights in respect of the Assigned Rights) is restricted by Portuguese law in that any such disposal will be

restricted to a disposal to the Originator or another STC or FTC established under Portuguese law. In such

circumstances, and unless a breach of a relevant warranty under the Receivables Sale Agreement is

outstanding (see Overview of Certain Transaction Documents – Receivables Sale Agreement), the

Originator has no obligation to repurchase the Assigned Rights from the Issuer under the Transaction

Documents and there can be no certainty that any other purchaser could be found as there is not, at

present, and the Issuer believes it is unlikely to develop, an active and liquid secondary market for

receivables of this type in Portugal.

In addition, even if a purchaser could be found for the Assigned Rights, the amount realised by the Issuer

in respect of their disposal to such purchaser in such circumstances may not be sufficient to redeem all of

the Notes in full at their then Principal Amount Outstanding together with accrued interest.

15

Authorised Investments

The Issuer has the right to make certain interim investments of money standing to the credit of the

Transaction Accounts. The investments must comply with the requirements set out in Regulation no.

12/2002 of the CMVM, have appropriate ratings (as set out in the definition of Authorised Investments)

depending on the term of the investment and the term of the investment instrument and shall not consist,

either directly or indirectly, of asset-backed securities or credit-linked notes or similar claims resulting

from the transfer of credit risk by means of credit derivatives. However, it may be that, irrespective of any

such rating, such investments will be irrecoverable due to insolvency of the debtor under the investment

or of a financial institution involved or due to the loss of an investment amount during the transfer

thereof. Additionally, the return on an investment may not be sufficient to cover fully interest payment

obligations due from the investing entity in respect of its corresponding payment obligations. In this case,

the Issuer may not be able to meet all its payment obligations. No Transaction Party other than the Issuer

will be responsible for any such loss or shortfall.

Estimated Weighted Average Lives of the Notes

The yield to maturity of the Notes will depend on, among other things, the amount and timing of payment

of principal (including prepayments, sale proceeds arising on the enforcement of a Receivables Contract

and repurchases due to breaches of representations and warranties) on the Assigned Rights and the price

paid by the holders of the Notes and the absence of available funds for the purchase of Additional

Receivable Portfolios or the Originator’s failing or being unable to offer the Additional Receivable

Portfolios on an Additional Purchase Date. Upon any early payment by the Obligors in respect of the

Assigned Rights, the principal repayment of the Notes may be earlier than expected and, therefore, the

yield on the Notes may be adversely affected by a higher or lower than anticipated rate of prepayment of

Assigned Rights. The rate of prepayment of the Assigned Rights cannot be predicted and is influenced by

a wide variety of economic and other factors, including prevailing interest rates, market conditions,

including, the availability of alternative financing and local and regional economic conditions. With

effect from 6 April 2007 (following publication of Decree-law no. 51/2007 of 7 March 2007, as amended)

the ability of banks in Portugal to levy prepayment charges on borrowers is limited. As a result of these

factors no assurance can be given as to the level of prepayment that the Receivables Portfolio will

experience. See "Estimated Weighted Average Lives of the Notes and Assumptions" herein.

Reliance on Performance by Servicer

The Issuer has engaged the Servicer to administer the Receivables Portfolio pursuant to the Receivables

Servicing Agreement. While each of the Servicer is under contract to perform certain services under the

Receivables Servicing Agreement there can be no assurance that any of them will be willing or able to

perform such services in the future. In the event that the appointment of the Servicer is terminated by

reason of the occurrence of a Servicer Event there can be no assurance that the transition of servicing will

occur without adverse effect on investors or that an equivalent level of performance on collections and

administration of the Assigned Rights can be maintained by a successor servicer after any replacement of

the Servicer as many of the servicing and collections techniques currently employed were developed by

the Servicer.

If the appointment of the Servicer is terminated, the Issuer shall endeavour to appoint a substitute

servicer. No assurances can be made as to the availability of, and the time necessary to engage, such a

substitute servicer

The Servicer may not resign its appointment as Servicer without a justified reason and furthermore

pursuant to the Receivables Servicing Agreement, such resignation shall only be effective if the Issuer has

appointed a substitute servicer. The appointment of a substitute servicer is subject to the prior approval of

the CMVM.

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Termination of Appointment of the Transaction Manager

In the event of the termination of the appointment of the Transaction Manager by reason of the

occurrence of a Transaction Manager Event (as defined in the Transaction Management Agreement) it

would be necessary for the Issuer to appoint a substitute transaction manager. The appointment of the

substitute transaction manager is subject to, inter alia, the condition that such substitute transaction

manager is capable of administering the Transaction Accounts of the Issuer.

There is no certainty that it would be possible to find a substitute or a substitute of satisfactory standing

and experience, who would be willing to act as transaction manager on the terms of the Transaction

Management Agreement or that a substitute Transaction Manager would be willing to administer the

Transaction Accounts on the same terms or remuneration as the retiring Transaction Manager.

In order to appoint a substitute transaction manager it may be necessary to pay higher fees than those paid

to the Transaction Manager and depending on the level of fees payable to any substitute, the payment of

such fees could potentially adversely affect the ratings of the Class A Notes.

“Transaction Manager Event” means any of the events specified in clause 15 (Transaction Manager

Events) of the Transaction Management Agreement.

Change of Counterparties

The parties to the Transaction Documents who receive and hold monies pursuant to the terms of such

documents (such as the Payment Account Bank and the Cash Reserve Account Bank) are required to

satisfy certain criteria in order to continue to receive and hold such monies.

These criteria include requirements in relation to the short-term, unguaranteed and unsecured ratings

ascribed to such party by each of the Rating Agencies. If the concerned party ceases to satisfy the

applicable criteria, including such ratings criteria, then the rights and obligations of that party may be

required to be transferred to another entity which does satisfy the applicable criteria. In these

circumstances, the terms agreed with the replacement entity may not be as favourable as those agreed

with the original party pursuant to the Transaction Documents.

In addition, should the applicable criteria cease to be satisfied, then the parties to the relevant Transaction

Document may agree to amend or waive certain of the terms of such document, including the applicable

criteria, in order to avoid the need for a replacement entity to be appointed. The consent of Noteholders

may not be required in relation to such amendments and/or waivers. In any case, such amendments and/or

waivers shall be effected in accordance with the general provisions of the law and the terms and

conditions of the relevant Transaction Documents.

Geographical Concentration of the Assigned Rights

Although the Obligors are located throughout Portugal, these Obligors may be concentrated in certain

locations, such as the most densely populated areas of Portugal (see "CHARACTERISTICS OF THE

ASSIGNED RIGHTS – Geographic Region"). Any deterioration in the economic condition of the areas

in which the Obligors are located, or any deterioration in the economic condition of other areas that

causes an adverse effect on the ability of the Obligors to repay the Purchased Receivables could increase

the risk of losses on the Assigned Rights. A concentration of Obligors in such areas may therefore result

in a greater risk of loss than would be the case if such concentration had not been present. Such losses, if

they occur, could have an adverse effect on the yield to maturity of the Notes as well as on the repayment

of principal and interest under the Notes.

Early Termination by Obligors under Receivables Contracts

Under the terms of the Receivables Contracts, the related Obligors are entitled, to terminate and prepay

the contract. Upon such a termination, the obligation of the Obligor in respect of future monthly under the

17

contracts will cease. In the case of prepayment, the Obligor is required to repay the outstanding principal

and to pay any accrued interest, expenses and taxes together with a prepayment penalty as provided for in

the Receivables Contracts. There can be no assurance that an Obligor will not exercise this right of

termination and prepayment. A request for prepayment must be made in writing and duly signed by the

Obligor (see "OVERVIEW OF THE ORIGINATOR").

Commingling Risk

In accordance with the Securitisation Law, in the event the Servicer becoming insolvent, all the amounts

which the Servicer may then hold in respect of the Receivables Contracts assigned by the Originator to

the Issuer will not form part of the respective Servicer’s insolvent estate and the replacement of Servicer

provisions in the Receivables Servicing Agreement will then apply.

Notwithstanding the above, if an Insolvency Event has occurred and is continuing with respect to the

Servicer, there may be an operational risk that Collections may temporarily be, from an operational point

of view, commingled with other monies within the insolvency estate of the Servicer.

Payment Interruption Risk

In the event of the Servicer becoming insolvent, it cannot be excluded that cash transfers to the Payment

Account may be interrupted immediately thereafter while alternative payment arrangements are made, the

effect of which could be a short-term lack of liquidity that may lead to an interruption of payments to the

Noteholders.

Consumer Protection

Portuguese law (namely the Constituição da República Portuguesa (the Portuguese Constitution), the

Código Civil (the "Portuguese Civil Code") and the Lei de Defesa do Consumidor (the "Consumer

Protection Law") contains general provisions in relation to consumer protection. These provisions cover

general principles of information disclosure, information transparency (contractual clauses must be clear,

precise and legible) and a general duty of diligence, neutrality and good faith in the negotiation of

contracts.

In addition Portuguese law, provides for the protection of consumers pursuant to the following:

• Decree-Law no. 446/85 of 25 October 1985, as amended by Decree-Law no. 220/95 of 31

August 1995 and Decree-Law no. 249/99 of 7 July 1999 (which implemented Directive

93/13/EEC of 5 April 1993) and Decree-Law no. 323/2001 of 17 December 2001 known as the

Lei das Cláusulas Contratuais Gerais (the "Unfair Contract Terms Law") prohibits, in general

terms, the introduction of unfair terms in contracts entered into with consumers. Pursuant to this

law, a term is deemed to be unfair if such term has not been specifically negotiated by the parties

and leads to an unbalanced situation insofar as the rights and obligations of the consumer

(regarded as the weaker party) and the rights and obligations of the counterparty (regarded as the

stronger party) are concerned. The introduction of terms that are prohibited will cause such terms

to be considered null and void;

• Decree-Law no. 133/2009 of 2 June (which implemented Directive EC/2008/48), as amended,

which governs consumer loan contracts sets forth relevant regulations for consumer protection

by establishing that a contract is deemed to be null and void if, inter alia (i) it does not establish

the annual overall costs rate (the Taxa Anual de Encargos Efectiva Global) related to the loan in

question; and (ii) it does not contain an analysis period provision pursuant to which a contract is

only effective within 14 (fourteen) working days from signature thus allowing the consumer to

revoke the contract during such period. Regarding early termination fees and provided the early

termination occurs during a fixed rate interest period, Decree-Law no. 133/2009 of 2 June

establishes, inter alia, that restrictions on the early termination fee payable cannot be greater

18

than the interest amount that would be payable by the relevant obligor from the early termination

date to the date on which the fixed rate would cease to apply.

• Decree-Law no. 67/2003 of 8 April (which implemented Directive 1999/44/CE of 25 May), as

amended, deals with the sale of assets to consumer and related guarantees with a view to ensure

the protection of consumers. This decree law entitles the consumer to demand repair or

substitution of the asset, a price reduction or the termination of the contract when the underlying

asset does not meet the criteria set out therein (for example, does not comply with the description

made in the relevant contract or its characteristics and performance are not those that a consumer

could reasonably expect). These rights must be exercised in the two years commencing on the

date of delivery of the asset.

• Decree-Law no. 227/2012 of 25 October established the principles and rules which credit

institutions must comply with in respect of the prevention and remediation of default by banking

clients and creates the out-of-court network to support such clients in the context of the

remediation of such situations by establishing an action plan regarding the risk of default (Plano

de Acção para o Risco de Incumprimento - PARI) and an out-of-court procedure for the

remediation of default situations (Procedimento Extrajudicial de Regularização de Situações de

Incumprimento - PERSI).

The foregoing should not be viewed as an exhaustive description of the provisions which could be

invoked in respect of consumer protection. Although the Originator has warranted and represented to the

Issuer that the Assigned Rights comply with all applicable Portuguese laws, there can be no assurance

that a court in Portugal would not apply the relevant consumer protection laws to vary the terms of a loan

or to relieve an Obligor of its obligations thereunder.

Segregation of Transaction Assets and the Issuer Obligations

The Notes and the obligations owing to the Transaction Creditors will have the benefit of the segregation

principle provided in article 62 of the Securitisation Law. Accordingly, the Issuer Obligations are limited,

in accordance with the Securitisation Law, solely to the assets of the Issuer which collateralise the Notes,

specifically the Transaction Assets.

Both before and after any Insolvency Event in relation to the Issuer, the Transaction Assets will be

available for satisfying the obligations of the Issuer to the Noteholders in respect of the Notes and the

Transaction Creditors pursuant to the Transaction Documents.

The Transaction Assets and all amounts deriving therefrom may not be used by creditors of the Issuer

other than the Noteholders and the Transaction Creditors and may only be used by the Noteholders and

the Transaction Creditors in accordance with the terms of the Transaction Documents including the

relevant Payment Priorities.

Equivalent provisions, as required under the Securitisation Law, will apply in relation to any other series

of notes issued by the Issuer.

Ranking of Claims of Transaction Creditors and Noteholders

Both before and after the occurrence of an Event of Default (which includes the occurrence of an

Insolvency Event in relation to the Issuer), amounts deriving from the Transaction Assets will be

available for the purposes of satisfying the Issuer Obligations to the Transaction Creditors and

Noteholders in priority to the Issuer's obligations to any other creditor.

In addition, pursuant to the Common Representative Appointment Agreement, the Transaction

Management Agreement, and the Conditions, the claims of certain Transaction Creditors will rank senior

to the claims of the Noteholders in accordance with the relevant Payment Priorities (see "Overview of the

19

Transaction" – "Pre-Enforcement Interest Payment Priorities", "Pre-Enforcement Principal

Payment Priorities" and "Post-Enforcement Payment Priorities").

Both before and after the occurrence of an Event of Default (which includes the occurrence of an

Insolvency Event in relation to the Issuer), amounts deriving from the assets of the Issuer other than the

Transaction Assets will not be available for purposes of satisfying the Issuer's Obligations to the

Noteholders and the other Transaction Creditors as they are legally segregated from the Transaction

Assets.

Common Representative's rights under the Transaction Documents

The Common Representative has entered into the Common Representative Appointment Agreement in

order to exercise, following the occurrence of an Event of Default, certain rights on behalf of the Issuer

and the Transaction Creditors in accordance with the terms of the Transaction Documents for the benefit

of the Noteholders and the Transaction Creditors and to give certain directions and make certain requests

in accordance with the terms and subject to the conditions of the Transaction Documents, the

Securitisation Law and Article 359 of the Portuguese Securities Code.

The Common Representative will not be granted the benefit of any contractual rights or any

representations, warranties or covenants by the Originator or the Servicer under the Receivables Sale

Agreement or the Receivables Servicing Agreement (as applicable) but will acquire the benefit of such

rights from the Issuer through the Co-ordination Agreement. Accordingly, although the Common

Representative may give certain directions and make certain requests to the Originator or the Servicer on

behalf of the Issuer under the terms of the Receivables Sale Agreement and the Receivables Servicing

Agreement (as applicable), the exercise of any action by the Originator or the Servicer in response to any

such directions and requests will be made to and with the Issuer only and not with the Common

Representative.

Therefore, if an Event of Default (which includes the occurrence of an Insolvency Event) occurs in

relation to the Issuer, the Common Representative may not be able to circumvent the involvement of the

Issuer in the Transaction by, for example, pursuing actions directly against the Originator or the Servicer

under the Receivables Sale Agreement or the Receivables Servicing Agreement (as applicable). Although

the Notes have the benefit of the segregation provided for by the Securitisation Law, the above may

impair the ability of the Noteholders and the Transaction Creditors to be repaid amounts due to them in

respect of the Notes and under the Transaction Documents.

Enforcement of Issuer's Obligations

The terms of the Notes provide that, after the delivery of an Enforcement Notice, payments will rank in

order of priority set out under the heading “Overview of Transaction – Post-Enforcement Payment

Priorities”. In the event that the Issuer's obligations are enforced, no amount will be paid in respect of

any class of Notes until all amounts owing in respect of any class of Notes ranking in priority to such

Notes (if any) and any other amounts ranking in priority to payments in respect of such Notes have been

paid in full.

Assignment of Assigned Rights Not Affected by Originator Insolvency

In the event of the Originator becoming insolvent, the Receivables Sale Agreement, and the sale of the

Assigned Rights conducted pursuant to it, will not be affected and therefore will neither be terminated nor

will such the Receivables paid thereunder form part of such Originator's insolvent estate, save if a

liquidator appointed to the Originator or any of the Originator's creditors produces evidence that the

Originator and the Issuer have entered into and executed such agreement in bad faith.

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Collections Not Affected by Servicer’ Insolvency

In the event of the Servicer becoming insolvent, all the amounts which such Servicer may then hold in

respect of the Assigned Rights assigned by the Originator to the Issuer, will not form part of such

Servicer's insolvent estate and the replacement of Servicer provisions referred to in the "Receivables

Servicing Agreement – Termination" below will then apply.

Assignment and Obligor Set-Off Risks

The assignment of the Assigned Rights to the Issuer under the Securitisation Law is not dependent upon

the awareness or acceptance of the relevant Obligors or notice to them by the Originator, the Issuer or the

Servicer to become effective. Therefore the assignment of the Assigned Rights becomes effective, from a

legal point of view, both between the parties and towards the Obligors as from the moment on which it is

effective between the Originator and the Issuer.

Set-off issues in relation to the Assigned Rights are essentially those associated with the Obligor's

possibility of exercising against the Issuer any set-off rights the Obligor held against the Originator prior

to the assignment of the relevant Assigned Rights to the Issuer. Such set-off rights held by an Obligor

against the Originator prior to the assignment of the relevant Assigned Rights to the Issuer are not

affected by the assignment of the Assigned Rights to the Issuer. Such set-off issues will not arise where

the Originator had no obligations then due and payable to the relevant Obligor which were not met in full

at a later date given that the Originator is under an obligation to transfer to the Issuer any sums which it

holds or receives from the Obligors in relation to the Assigned Rights including sums in the possession of

the Originator and Servicer arising from set-off effected by an Obligor. The Securitisation Law does not

contain any direct provisions in respect of set-off (which therefore continues to be regulated by the

Portuguese Civil Code's general legal provisions on this matter) but it may have an impact on the set-off

risk related matters to the extent the Securitisation Law has varied the Portuguese Civil Code rules on

assignment of credits. (See "SELECTED ASPECTS OF PORTUGUESE LAW RELEVANT TO

THE RECEIVABLES AND THE TRANSFER OF THE RECEIVABLES").

Centre of main interests

The Issuer has its registered office in Portugal. As a result there is a rebuttable presumption that its centre

of main interests (“COMI”) is in Portugal and consequently that any main insolvency proceedings

applicable to it would be governed by Portuguese law. In the decision by the European Court of Justice

(“ECJ”) in relation to Eurofood IFSC Limited, the ECJ restated the presumption in Council Regulation

(EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings, that the place of a company's registered

office is presumed to be the company's COMI and stated that the presumption can only be rebutted if

"factors which are both objective and ascertainable by third parties enable it to be established that an

actual situation exists which is different from that which locating it at the registered office is deemed to

reflect". As the Issuer has its registered office in Portugal, has Portuguese directors and is registered for

tax in Portugal, the Issuer does not believe that factors exist that would rebut this presumption, although

this would ultimately be a matter for the relevant court to decide, based on the circumstances existing at

the time when it was asked to make that decision. If the Issuer's COMI is not located in Portugal, and is

held to be in a different jurisdiction within the European Union, Portuguese insolvency proceedings

would not be applicable to the Issuer.

The Securitisation Law, the Securitisation Tax Law and Decree-Law 193/2005

The Securitisation Law was enacted in Portugal by Decree-Law no. 453/99 of 5 November 1999 as

amended by Decree-Law no. 82/2002 of 5 April 2002, by Decree-Law no. 303/2003 of 5 December 2003,

by Decree-Law no. 52/2006 of 15 March 2006 and by Decree-Law no. 211-A/2008 of 3 November 2008

(the "Securitisation Law"). The Portuguese Securitisation Tax Law was enacted by Decree-Law no.

219/2001 of 4 August 2001 as amended by Law no. 109-B/2001 of 27 December 2001, by Decree-Law

21

no. 303/2003 of 5 December 2003, by Law no. 107-B/2003 of 31 December 2003 and by Law no. 53-

A/2006 of 29 December 2006 (the "Securitisation Tax Law").

The tax regime applicable on income arising from debt securities in general was enacted by Decree-Law

no. 193/2005, of 7 November, as amended by Decree-Law no. 25/2006, of 8 February, by Decree-Law

no. 29-A, of 1 March and by Law no. 83/2013, of 9 December (the “Decree Law 193/2005”).

As at the date of this Prospectus the application of the Securitisation Law by Portuguese courts and the

interpretation of its application by any Portuguese governmental or regulatory authority has been limited

to a few cases, namely regarding effectiveness of the assignment of banking credits towards debtors,

despite the absence of debtor notification and format of the assignment agreement.

The Securitisation Tax Law and Decree-Law 193/2005 have not been considered by any Portuguese court

and no interpretation of their application has been issued by any Portuguese governmental or regulatory

authority (with the exception of Circular 4/2014 and of the Order issued by the Secretary of State for Tax

Affairs dated July 14, 2014 in connection with tax ruling no 7949/2014 recently disclosed by the tax

authorities). Consequently, it is possible that such authorities may issue further regulations relating to the

Securitisation Law and of the Securitisation Tax Law or the interpretation thereof, the impact of which

cannot be predicted by the Issuer as at the date of this Prospectus.

Limited Provision of Information

The Issuer will not be under any obligation to disclose to the Noteholders any financial or other

information received by it in relation to the Receivables Portfolio or to notify them of the contents of any

notice received by it in respect of the Receivables Portfolio. In particular, it will have no obligation to

keep any Noteholder or any other person informed as to matters arising in relation to the Receivables

Portfolio, except for the information provided in the Transaction Manager Report concerning the

Receivables Portfolio and the Notes which will be made available to the Paying Agent on or about each

Interest Payment Date.

Change of Law

The structure of the transaction and, inter alia, the issue of the Notes and ratings assigned to the Class A

Notes are based on law, tax rules, rates, procedures and administrative practice in effect at the date hereof,

and having due regard to the expected tax treatment of all relevant entities under such law and practice.

No assurance can be given that law, tax rules, rates, procedures or administration practice will not change

after the date of this Prospectus or that such change will not adversely impact the structure of the

transaction and the treatment of the Notes, including the expected payments thereunder.

Potential Conflict of Interest

Each of the Transaction Parties (other than the Issuer) and their affiliates in the course of each of their

respective businesses may provide services to other Transaction Parties and to third parties and in the

course of the provision of such services it is possible that conflicts of interest may arise between such

Transaction Parties and their affiliates or between such Transaction Parties and their affiliates and third

parties. Each of the Transaction Parties (other than the Issuer) and their affiliates may provide such

services and enter into arrangements with any person without regard to or constraint as a result of any

such conflicts of interest arising as a result of it being a Transaction Party in respect of the Transaction.

The Basel Capital Accord (Basel III)

The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the

“Committee”). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness and

stability of the international banking system as a result of the higher capital ratios that it required. The

Committee published the text of the new capital accord under the title: “Basel II; International

22

Convergence on Capital Measurement and Capital Standards: a revised framework” (the “framework”)

in June 2004. In November 2005, the Committee issued an updated version of the framework. On 4 July

2006, the Committee issued a comprehensive version of the framework. This framework places enhanced

emphasis on market discipline and sensitivity to risk and serves as a basis for national and supranational

rule-making and approval processes for banking organisations. The framework was put into effect for

credit institutions in Europe via the recasting of a number of prior directives, which Member States were

required to transpose, and the financial industry services to apply, by 1 January 2007, particularly

Directive 2006/48/EC and Directive 2006/49/EC, formally adopted by the Council and the European

Parliament on 14 June 2006 (“CRD”).

Given that the framework is not self-implementing, implementation dates in participating countries are

dependent on the relevant national implementation process in those countries.

In April 2008, the Basel Committee announced its intention to strengthen certain aspects of the

framework. It has published proposals for significant changes and there have been calls from various

regulators for further revisions. The European Commission has also proposed changes to the CRD and

amendments were put forward to the European Parliament and the Council of Ministers for consideration

in October 2008.

This information includes, but is not limited to, general information in respect of the supplier and the

financial service; contractual terms and conditions; and whether or not there is a right of cancellation.

In 12 September 2010, the oversight body of the Basel Committee (the Group of Governors and Heads of

Supervision), announced a substantial strengthening of existing capital requirements. The Committee’s

package of reforms will increase the minimum common equity requirement from 2 per cent. to 4.5 per

cent.. In addition, banks will be required to hold a capital conservation buffer of 2.5 per cent. to withstand

future periods of stress bringing the total common equity requirements to 7 per cent.. This reinforces the

stronger definition of capital agreed by Governors and Heads of Supervision in July that year and the

higher capital requirements for trading, derivative and securitisation activities.

The framework will affect risk weighting of the Notes for investors subject to the new framework

following implementation (via EU or non-EU regulators). Consequently, Noteholders should consult their

own advisers as to the consequences to and effect on them of the application of the framework, as

implemented by their own regulator, to their holding of Notes. The Issuer is not responsible for informing

Noteholders of the effects of the changes to risk weighting which will result for investors from the

adoption by their own regulator of the framework (whether or not implemented by them in its current

form or otherwise). Additionally, the Committee has been developing a comprehensive set of reform

measures known as “Basel III” in order to further strengthen the regulation, supervision and risk

management of the banking sector. These measures aim, notably, at improving the banking sector’s

ability to absorb shocks arising from financial and economic stress, improving risk management and

governance and strengthening banks’ transparency and disclosures.

The Committee’s oversight body – the Group of Central Bank Governors and Heads of Supervision

(“GHOS”) – agreed on the broad framework of Basel III in September 2009 and the Committee set out

concrete proposals in December 2009. These consultation documents formed the basis of the

Committee’s response to the financial crisis and are part of the global initiatives to strengthen the

financial regulatory system that have been endorsed by the G20 leaders. The GHOS subsequently agreed

on key design elements of the reform package at its July 2010 meeting and on the calibration and

transition to implement the measures at its September 2010 meeting. On 12 November 2010, leaders of

the G20 countries endorsed the agreement proposed by the Committee.

On 12 September 2010, the GHOS announced a substantial strengthening of existing capital

requirements. The Committee’s package of reforms will increase the minimum common equity

23

requirement from 2 per cent. to 4.5 per cent.. In addition, banks will be required to hold a capital

conservation buffer of 2.5 per cent. to withstand future periods of stress bringing the total common equity

requirements to 7 per cent.. This reinforces the stronger definition of capital agreed by Governors and

Heads of Supervision in July that year and the higher capital requirements for trading, derivative and

securitisation activities introduced at the end of 2011.

The capital reserve rules are under implementation in stages, between 1 January 2014 and 1 January 2019

(and subsequently transposed into the national laws), with a phase-in period which began in 2014,

common equity requirements coming into force in 2015 and the completing measures in 2019.

On 26 October 2011, the European Banking Authority issued a Methodological Note, in accordance with

which, by June 2012, the Core Tier 1 capital ratio shall be assessed after the removal of the prudential

filters on sovereign assets in the Available-for-Sale portfolio and prudent valuation of the exposure to

sovereign debt, reflecting current market prices.

In general, investors should consult their own advisers as to the regulatory capital requirements in respect

of the Notes and as to the consequences for and effect on them of any changes to the Basel III framework

(including the changes described above) and the relevant implementing measures. No predictions can be

made as to the precise effects of such matters on any investor or otherwise.

In any event, Noteholders should be aware that CRD has been repealed from 1 January 2014 by Directive

2013/36/EU of the European Parliament and of the Council of 26 June 2013 (“CRD IV”), generally

required to be transposed by Member States by 31 December 2013 in accordance with Article 162

thereof), complemented by CRR, directly applicable in the Member-States and generally applying from 1

January 2014, in accordance with Article 521 thereof). In Portugal, CRD IV was implemented under

Decree-Law no. 157/2014 and, inter alia, Decree-Law no. 298/92, of 31 December, as amended from

time to time, establishing the Portuguese Legal Framework of Credit Institutions and Financial

Companies (hereinafter, “RGICSF”).

There is no certainty as to the final framework for, or the timing of, the capital adequacy standards that

will be ultimately developed and implemented, and the Issuer and the Issuer may incur substantial costs in

monitoring and complying with the new capital adequacy requirements. The new capital adequacy

requirements may also impact existing business models. In addition there can be no assurances that

breaches of legislation or regulations by the Issuer will not occur and, to the extent that such a breach

does occur, that significant liability or penalties will not be incurred.

Bank Recovery and Resolution Directive

In May 2014, the EU Council and the EU Parliament approved the Directive 2014/59/EU establishing a

framework for the recovery and resolution of credit institutions and investment firms (the “BRRD”). The

aim of the BRRD is to equip national authorities with harmonised tools and powers to tackle crises at

banks and certain investment firms at the earliest possible moment and to minimise costs for taxpayers.

The tools and powers include:

• preparatory and preventive measures (including the requirement for banks to have recovery and

resolution plans);

• early supervisory intervention (including powers for authorities to take early action to address

emerging problems); and

• resolution tools, which are intended to ensure the continuity of essential services and to manage the

failure of a bank in an orderly way.

24

EU Member States were required to implement the BRRD in national law by 1 January 2015, save that

the bail-in tool (which will enable the recapitalisation of a failed or failing bank through the imposition of

losses on certain of its creditors through the write-down of their claims or the conversion of the claims

into the failed or failing bank’s equity) will apply from 1 January 2016. The bail-in tool as proposed in

the BRRD will apply to all “eligible liabilities” (as defined in the BRRD) irrespective of when they were

issued.

The BRRD was implemented in Portugal through Law no. 23-A/2015 of 26 March which has, inter alia,

amended the RGICSF.

Potential impact of resolution measures applied by the Bank of Portugal

Decree Law 31-A/2012, dated 10 February, introduced the legal framework for the adoption of resolution

measures into the RGICSF, such resolution framework having been further amended by Decree Law 114-

A/2014 of 1 August, Decree Law 114-B/2014 of 4 August and Law 23-A/2015 of 26 March. The possible

resolution measures include namely the transfer to a bridge bank of all or part of the activity of the

intervened institution, under articles 145-E, 145-O and 145-P and, in such case, the newly incorporated

bridge bank for such purpose shall be funded through the resolution fund, in accordance with articles

145.-Q no. 6 and 153.-C of the RGICSF. Furthermore, in accordance with articles 153.-D, 153.-G and

153.-H, credit institutions with head office in Portugal, inter alia, shall be called to mandatorily

participate with initial and periodic contributions to the resolution fund, which amount shall be

periodically fixed by notice of the Bank of Portugal.

The resolution fund and the funding of such resolution fund depends upon contributions by the

Portuguese banking system, namely the authorised institutions operating therein, including the Originator.

Part of the funding of the resolution fund has been temporarily financed by the Portuguese banking sector

and the Portuguese Government and will be recovered with future contributions towards the resolution

fund by the Portuguese banking sector and / or the sale of the bridge bank (Novo Banco). At this stage

there is no indication as to the amount that the Originator, or the rest of the banks within the Portuguese

banking system, may be required to contribute to this effect and the Issuer is therefore unable to assess the

amount of such required future contributions or the potential consequences on its business or operations.

Prospective holders shall note that, in case recovery and resolution measures are applicable to the

Originator under the RGICSF, the assets and liabilities of the Originator and the Servicer, including the

Retention Obligation and the Retained Interest, may be transferred to a new entity.

Notes may be subject to Financial Transaction Tax

On 14 February 2013, the EU Commission adopted a proposal for a Council Directive (the “Draft

Directive”) on a common financial transaction tax (“FTT”). According to the Draft Directive, the FTT

shall be implemented and enter into effect in eleven EU Member States (Austria, Belgium, Estonia,

France, Germany, Greece, Italy, Portugal, Spain, Slovakia and Slovenia; the “Participating Member

States”). The Draft Directive was not yet approved by the European Parliament and the Council.

Pursuant to the Draft Directive, the FTT shall be payable on financial transactions provided at least one

party to the financial transaction is established or deemed established in a Participating Member State and

there is a financial institution established or deemed established in a Participating Member State which is

a party to the financial transaction, or is acting in the name of a party to the transaction. The FTT shall,

however, not apply to (inter alia) primary market transactions referred to in Article 5 (c) of Regulation

(EC) No 1287/2006, including the activity of underwriting and subsequent allocation of financial

instruments in the framework of their issue.

The rates of the FTT shall be fixed by each Participating Member State but for transactions involving

financial instruments other than derivatives shall amount to at least 0.1 per cent. of the taxable amount.

The taxable amount for such transactions shall in general be determined by reference to the consideration

25

paid or owed in return for the transfer. The FTT shall be payable by each financial institution established

or deemed established in a Participating Member State which is a party to the financial transaction, acting

in the name of a party to the

transaction or where the transaction has been carried out on its account. Where the FTT due has not been

paid within the applicable time limits, each party to a financial transaction, including persons other than

financial institutions, shall become jointly and severally liable for the payment of the FTT due.

Prospective holders should therefore note, in particular, that any sale, purchase or exchange of the Notes

will be subject to the FTT at a minimum rate of 0.1 per cent. provided the abovementioned prerequisites

are met. The holder may be liable to itself pay this charge or reimburse a financial institution for the

charge, and/or the charge may affect the value of the Notes. However, the issuance of Notes under the

Programme should not be subject to the FTT.

The Draft Directive is still subject to negotiation between the Participating Member States and therefore

may be changed at any time. It may therefore be altered prior to its approval and any implementation, the

timing of which remains unclear. Additional EU Member States may decide to participate. Moreover,

once the Draft Directive has been adopted, it will need to be implemented into the respective domestic

laws of the Participating Member States and the domestic provisions implementing such directive might

deviate from the directive itself. Prospective holders of the Notes should consult their own tax advisers in

relation to the consequences of the FTT associated with subscribing for, purchasing, holding and

disposing of the Notes.

As stated above, the Issuer believes that the risks described above are certain of the principal risks

inherent in the transaction for Noteholders but the inability of the Issuer to pay interest or repay

principal on the Notes may occur for other reasons and, accordingly, the Issuer does not represent that

the above statements of the risks of holding the Notes are comprehensive. While the various structural

elements described in this Prospectus are intended to lessen some of these risks for Noteholders there can

be no assurance that these measures will be sufficient or effective to ensure payment to the Noteholders of

interest or principal on such Notes on a timely basis or at all.

26

RESPONSIBILITY STATEMENTS

In accordance with article 149/1 (c), (d), (f) and (h) (ex vi article 243(a)) of the Portuguese Securities

Code, the following entities are responsible for the information contained in the Prospectus:

The Issuer, and Raquel Teixeira Ribeiro Pacheco, Luís Maria Navarro de Melo Ferreira de Aguiar and

Ana Paula Fernandes Esteves da Silva, in their capacity as directors of the Issuer, and duly registered as

such with the CMVM, are responsible for the information contained in this document. To the best of the

knowledge and belief of the Issuer the information contained in this document is in accordance with the

facts and does not omit anything likely to affect the import of such information. This statement is without

prejudice to any liability which may arise under Portuguese law. The Issuer further confirms that this

Prospectus contains all information which is material in the context of the issue of the Notes, that such

information contained in this Prospectus is true and accurate in all material respects and is not misleading,

that the opinions and the intentions expressed in it are honestly held by it and that there are no other facts

the omission of which makes this Prospectus as a whole or any of such information or the expression of

any such opinions or intentions misleading in any material respect and all proper enquiries have been

made to ascertain and to verify the foregoing.

To the extent such responsibility is imposed by law, the Issuer and Ms. Raquel Teixeira Ribeiro Pacheco,

in her capacity as chairman of the board of directors of the Issuer, Mr. Luis Maria Navarro de Melo

Ferreira de Aguiar and Ms. Ana Paula Fernandes Esteves da Silva, in their capacities as directors of the

Issuer are responsible for the accuracy of the information contained in this Prospectus referring to the

financial statements of the Issuer for the years ended on 31 December of 2013, on 31 December of 2014

and referring to the three month period ending on 31 March 2015 (non-audited).

The members of the supervisory board of the Issuer, André Lopes Teixeira de Figueiredo, João Luis

Correia Duque and João Vasco Pereira Martins Nunes are under Portuguese law responsible for

monitoring the process and policies for preparation of the financial statements of the Issuer required by

law or regulation to be prepared as from the date on which they began their current term of office

following their appointment as members of the Supervisory Board of the Issuer. To the best of the

knowledge and belief of each of members of the supervisory board of the Issuer, the information

contained in this document is in accordance with the facts and does not omit anything likely to affect the

import of such information. No representation, warranty or undertaking, express or implied, is made and

no responsibility or liability is accepted by any member of the supervisory board of the Issuer as to the

accuracy or completeness of any information contained in this Prospectus (other than the aforementioned

financial information) or any other information supplied in connection with the Notes or their distribution.

Credibom, in its capacity as Originator and Servicer, accepts responsibility for the information in this

Prospectus relating to itself, to the description of its rights and obligations in respect of all information

relating to the Assigned Rights, the Receivables Sale Agreement, the Receivables Servicing Agreement

and all information relating to the Receivables Portfolio in the sections headed "Characteristics of the

Assigned Rights" and "Overview of the Originator – Banco Credibom, S.A." (together the "Credibom

Information") (in so far as such information relates to Credibom) and confirms that such Credibom

Information is to the best of its knowledge in accordance with the facts and does not omit anything likely

to affect the import of such information. No representation, warranty or undertaking, express or implied,

is made and no responsibility or liability is accepted by Credibom as to the accuracy or completeness of

any information contained in this Prospectus (other than the Credibom Information) or any other

information supplied in connection with the Notes or their distribution.

Crédit Agricole Corporate and Investment Bank., in its capacity as the Payment Account Bank, accepts

responsibility for the information in this document relating to itself in this regard in the section headed

"Description of the Payment Account Bank" (the "Payment Account Bank Information") and such

Payment Account Bank Information is in accordance with the facts and does not omit anything likely to

affect the import of such information. No representation, warranty or undertaking, express or implied, is

27

made and no responsibility or liability is accepted by the Payment Account Bank as to the accuracy or

completeness of any information contained in this Prospectus (other than the Payment Account Bank

Information) or any other information supplied in connection with the Notes or their distribution.

CA Consumer Finance S.A., in its capacity as the Cash Reserve Account Bank, accepts responsibility for

the information in this document relating to itself in this regard in the section headed "Description of the

Cash Reserve Account Bank" (the " Cash Reserve Account Bank Information") and such Cash

Reserve Account Bank Information is in accordance with the facts and does not omit anything likely to

affect the import of such information. No representation, warranty or undertaking, express or implied, is

made and no responsibility or liability is accepted by the Cash Reserve Account Bank as to the accuracy

or completeness of any information contained in this Prospectus (other than the Cash Reserve Account

Bank Information) or any other information supplied in connection with the Notes or their distribution.

KPMG & Associados, Sociedade de Revisores Oficiais de Contas S.A. (“KPMG”) in its capacity as the

independent auditor of the Issuer, represented by Fernando Antunes, with registered offices at Edifício

Monumental, Avenida Praia da Vitória, 71–A, 11th floor, 1069-006 Lisbon, Portugal, is responsible for

the independent statutory auditors’ reports issued in connection with the audited financial statements

prepared in accordance with the International Financial Reporting Standards ("IAS/IFRS") as adopted by

the European Union ("EU") for the years ended on 31 December 2013 and 31 December 2014, which are

incorporated by reference herein. To the best of the knowledge and belief of the independent auditor, the

audited financial statements incorporated by reference herein are in accordance with the facts and do not

omit anything likely to affect the import of such information. No representation, warranty or undertaking,

express or implied, is made and no responsibility or liability is accepted by KPMG as to the accuracy or

completeness of any information contained in this Prospectus (other than such financial information) or

any other information supplied in connection with the Notes or their distribution other than independent

statutory auditors’ reports issued in connection with the audited financial statements for years ended on

31 December 2013 and 31 December 2014.

In accordance with article 149, no. 3 (ex vi article 243) of the Portuguese Securities Code, liability of the

entities referred to above is excluded if any of such entities proves that the addressee knew or should have

known about the shortcoming in the contents of this Prospectus on the date of issue of the contractual

declaration or when the respective revocation was still possible. Pursuant to subparagraph b) of article

150 of the Portuguese Securities Code, the Issuer is strictly liable (i.e. independently of fault) if any of the

members of its management board, of the members of the auditing body, accounting firms, chartered

accountants and any other individuals that have certified or, in any other way, verified the accounting

documents on which the Prospectus is based is held responsible for such information.

Further to subparagraph b) of article 243 of the Portuguese Securities Code, the right to compensation

based on the aforementioned responsibility statements is to be exercised within six months following the

knowledge of a shortcoming in the contents of the Prospectus and ceases, in any case, two years

following (i) disclosure of the admission Prospectus or (ii) amendment that contains the defective

information or forecast.

The Notes will be obligations solely of the Issuer and will not be obligations of, and will not be

guaranteed by, and will not be the responsibility of, any other entity. In particular, the Notes will not be

the obligations of, and will not be guaranteed by the Originator, the Servicer, the Transaction Manager,

the Common Representative, the Payment Account Bank, the Cash Reserve Account Bank, the Paying

Agent, the Agent Bank, the Sole Lead Manager or the Sole Arranger (together the "Transaction

Parties").

This Prospectus may only be used for the purposes for which it has been published. This Prospectus is

not, and under no circumstances is to be construed as an advertisement, and the offering contemplated in

28

this Prospectus is not, and under no circumstances is it to be construed as, an offering of the Notes to the

public.

Financial Condition of the Issuer

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any

circumstances create any implication that there has been no adverse change, or any event reasonably

likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date

of this Prospectus.

Selling Restrictions Summary

This Prospectus does not constitute an offer of, or an invitation by or on behalf of any of the Transaction

Parties to subscribe for or purchase any of the Notes and this document may not be used for or in

connection with an offer to, or a solicitation of an offer by, anyone in any jurisdiction or in any

circumstances in which such offer or solicitation is not authorised or is unlawful.

The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions

is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the

Sole Arranger, and the Sole Lead Manager to inform themselves about and to observe any such

restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on

distribution of this Prospectus and other offering material relating to the Notes, see "Subscription and

Sale" herein.

Representations about the Notes

No person has been authorised to give any information or to make any representations, other than those

contained in this Prospectus, in connection with the issue and sale of the Notes and, if given or made,

such information or representations must not be relied upon as having been authorised by any of the

Transaction Parties. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any

circumstances, create any implication that the information herein is correct as of any time subsequent to

the date hereof.

No action has been taken by the Issuer, the Sole Arranger or the Sole Lead Manager other than as set out

in this Prospectus that would permit a public offer of the Notes in any country or jurisdiction where action

for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and

neither this Prospectus (nor any part hereof) nor any prospectus, form of application, advertisement or

other offering materials may be issued, distributed or published in any country or jurisdiction except in

circumstances that will result in compliance with applicable laws, orders, rules and regulations, and the

Issuer, the Sole Arranger and the Sole Lead Manager have represented that all offers and sales by them

have been made on such terms.

Each person receiving this Prospectus shall be deemed to acknowledge that (i) such person has not relied

on the Sole Lead Manager and on the Sole Arranger or on any person affiliated with the Sole Lead

Manager and with the Sole Arranger in connection with its investment decision, and (ii) no person has

been authorised to give any information or to make any representation concerning the Notes offered

hereby except as contained in this Prospectus, and, if given or made, such other information or

representation should not be relied upon as having been authorised by the Issuer, the Sole Arranger or the

Sole Lead Manager.

None of the Transaction Parties accept any responsibility or make any representation that the information

contained in the Prospectus is sufficient to allow any investor or prospective investor to comply with any

the obligations applicable to it under CRR or AIFMR.

29

If you are in any doubt about the contents of this document you should consult your stockbroker, bank

manager, solicitor, accountant or other financial adviser.

It should be remembered that the price of securities and the income from them can go down as well as up.

Currency

In this Prospectus, unless otherwise specified, references to "€", "EUR" or "euro" are to the lawful

currency of the member states of the European Union participating in Economic and Monetary Union as

contemplated by the Treaty.

Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,

figures shown for the same category presented in different tables may vary slightly and figures shown as

totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Interpretation

Capitalised terms used in this Prospectus, unless otherwise indicated, have the meanings set out in this

Prospectus and, in particular, in Condition 22 (Definitions). A reference to a "Condition" or the

"Conditions" is a reference to a numbered Condition or Conditions set out in the "Terms and Conditions

of the Notes" below.

Language

The language of the prospectus is English. Certain legislative references and technical terms have been

cited in their original language in order that the correct technical meaning may be ascribed to them under

applicable law.

30

THE PARTIES

Issuer: SAGRES – Sociedade de Titularização de Créditos, S.A., (the

"Issuer"), a Portuguese limited liability company incorporated under

the laws of Portugal as a securitisation company (sociedade de

titularização de créditos) and registered as such with the Comissão

do Mercado de Valores Mobiliários, whose registered office is at Rua

Barata Salgueiro, 4th

floor, 30, Lisbon, Portugal, with a share capital

of €250,000, registered with the Commercial Registry Office of

Lisbon and holding the corporate tax payer number 506 561 461.

The Issuer’s share capital is fully owned by Citigroup Financial

Products, Inc.

Originator: Banco Credibom, S.A, (the “Originator” and “Credibom”), a

limited company based in Lisbon with share capital of €124,000,000,

with its registered office at Lagoas Park, Edifício 14, 2nd

floor, 2740-

262 Porto Salvo, Portugal, registered with the Commercial Registry

of Cascais under its tax number 503 533 726. A wholly-owned

subsidiary of CA Consumer Finance S.A., itself a wholly-owned

subsidiary of Crédit Agricole, S.A.. Credibom has a full banking

license and conducts banking business in Portugal under the

supervision of Bank of Portugal.

Servicer: Banco Credibom, S.A, (the “Servicer” and “Credibom”), a limited

company based in Lisbon with share capital of €124,000,000, with its

registered office at Lagoas Park, Edifício 14, 2nd

floor, 2740-262

Porto Salvo, Portugal, registered with the Commercial Registry of

Cascais under its tax number 503 533 726. A wholly-owned

subsidiary of CA Consumer Finance S.A., itself a wholly-owned

subsidiary of Crédit Agricole, S.A.. Credibom has a full banking

license and conducts banking business in Portugal under the

supervision of Bank of Portugal.

Common Representative: Deutsche Trustee Company Limited, a limited liability company

incorporated under the laws of England, with an authorised share

capital of GBP 5,150,000 whose registered office is at Winchester

House, 1 Great Winchester Street, London EC2N 2DB, United

Kingdom, in its capacity as representative of the Noteholders

pursuant to Article 65 of the Securitisation Law in accordance with

the Conditions and the terms of the Common Representative

Appointment Agreement. The Common Representative is an entity

authorised to represent investors in the United Kingdom and is not in

a group (grupo) or control (domínio) relationship with the Issuer or

the Originator, as required by article 65.1 of the Securitisation Law.

Transaction Manager: Citibank, N.A., London Branch, in its capacity as transaction

manager and as non-exclusive agent to the Issuer in accordance with

the terms of the Transaction Management Agreement acting through

its office at Citigroup Centre 2, Canada Square, Canary Wharf,

London E14 5LB, United Kingdom.

31

Payment Account Bank: Crédit Agricole Corporate and Investment Bank, in its capacity as

payment account bank in accordance with the terms of the Payment

Account Bank Agreement, whose registered office is at 9, quai du

Président Paul Doumer, 92920 Paris La Défense, Paris, France.

Cash Reserve Account

Bank:

CA Consumer Finance, S.A., in its capacity as cash reserve account

bank in accordance with the terms of the Cash Reserve Account Bank

Agreement, a société anonyme with share capital of EUR

433,183,023, is licensed as a établissement de credit by the Autorité

de Contrôle Prudentiel et de Résolution, whose registered office of

the Custodian is located at Rue du bois Sauvage, 91038 Evry Cedex,

Paris, France. It is registered with the Trade and Companies Registry

of Evry under number 542 097 522

Agent Bank Citibank, N.A., London Branch, in its capacity as transaction

manager and as non-exclusive agent to the Issuer in accordance with

the terms of the Transaction Management Agreement acting through

its office at Citigroup Centre 2, Canada Square, Canary Wharf,

London E14 5LB, United Kingdom.

Paying Agent: Citibank International Limited - Sucursal em Portugal, in its capacity

as paying agent in accordance with the terms of the Paying Agency

Agreement acting through its office at Rua Barata Salgueiro, 30, 4. º,

1269-056 Lisbon, Portugal.

Transaction Creditors: The Common Representative, the Agents, the Transaction Manager,

the Payment Account Bank, the Cash Reserve Account Bank, the

Originator and the Servicer.

Rating Agencies: Standard & Poor’s Rating Services and DBRS Rating Ltd.

Sole Lead Manager and Sole

Arranger:

Crédit Agricole Corporate and Investment Bank, 9, quai du Président

Paul Doumer, 92920 Paris La Défense, Paris, France.

32

PRINCIPAL FEATURES OF THE NOTES

The following is a summary of certain aspects of the Conditions of the Notes of which prospective

Noteholders should be aware. This summary is not intended to be exhaustive and prospective

Noteholders should read the detailed information set out in this document and reach their own views

prior to making any investment decision.

Notes: The Issuer intends to issue on the Closing Date in accordance with the

terms of the Common Representative Appointment Agreement and the

Conditions the following Notes (the "Notes"):

€500,000,000 Class A Asset-Backed Fixed Rate Notes due 2038;

€146,300,000 Class B Asset-Backed Notes due 2038;

Issue Date 21 July 2015.

Issue Price: The Class A Notes will be issued at 100 per cent. of their principal

amount. The issue price of the Class B Notes is 102.517 per cent. of their

principal amount.

Form and Denomination: The Notes will be in dematerialised book-entry (forma escritural) and

registered (nominativas) form and in the denomination of €100,000 each

(the “Denomination”) and will be registered with the CVM managed by

Interbolsa.

Status and Ranking: The Notes will constitute direct limited recourse obligations of the Issuer

and will benefit from the statutory segregation provided by the

Securitisation Law (as defined in "Risk Factors – The Securitisation

Law").

The Notes represent the right to receive interest (or the Class B Return

Amount) and principal payments from the Issuer in accordance with the

Conditions and the Common Representative Appointment Agreement.

Any payments due under the Notes will benefit from, and be made

under, the Pre-Enforcement Payment Priorities and the Post-

Enforcement Payment Priorities.

Payments of principal on the Class A Notes on any Interest Payment

Date will be made, prior to the occurrence of an Amortisation Event or

to the delivery of an Enforcement Notice, in accordance with the Pre-

Enforcement Principal Payment Priorities, sequentially by redeeming all

principal outstanding on the Class A Notes and thereafter by redeeming

all principal outstanding on the Class B Notes.

In accordance with the Pre-Enforcement Interest Payment Priorities,

prior to the occurrence of an Amortisation Event or to the delivery of an

Enforcement Notice, all payments of interest due on the Class A Notes

will rank in priority to payments of the Class B Return Amount due on

the Class B Notes.

In accordance with the Pre-Enforcement Principal Payment Priorities,

prior to the delivery of an Enforcement Notice or the occurrence of an

Amortisation Event, all payments of principal due on the Class A Notes

33

will rank in priority to payments of principal due on the Class B Notes.

After the delivery of an Enforcement Notice or the occurrence of an

Amortisation Event, any payments due under the Class A Notes will

rank in priority to any payments due under the Class B Notes.

Limited Recourse: All obligations of the Issuer to the Noteholders or to the Transaction

Parties in respect of the Notes or the other Transaction Documents,

including, without limitation, the Issuer Obligations, are limited in

recourse and, as set out in Condition 9 (Limited Recourse), the

Noteholders and/or the Transaction Parties will only have a claim in

respect of the Transaction Assets and will not have any claim, by

operation of law or otherwise, against, or recourse to, any of the Issuer's

other assets or its contributed capital.

Statutory Segregation and

Security for the Notes:

The Notes and the other obligations of the Issuer under the Transaction

Documents owing to the Transaction Creditors will have the benefit of

the statutory segregation and creditors’ privilege (privilégio creditório)

provided for in articles 62 and 63 of the Securitisation Law.

Use of Proceeds: On or about the Closing Date, the Issuer will apply the full net proceeds

of the issue of the Class A Notes (being EUR 500,000,000) and a part of

the proceeds of the issue of the Class B Notes (such proceeds being EUR

149,982,425.78) towards payment of the Initial Purchase Price Principal

Component relating to the Initial Receivables Portfolio pursuant to the

Receivables Sale Agreement.

The proceeds of the issue of the Class B Notes shall be used: (i) to pay a

part of the Initial Purchase Price Principal Component relating to the

Initial Receivables Portfolio not funded through the proceeds of the

Class A Notes; (ii) the Initial Purchase Price Interest Component relating

to the Initial Receivables Portfolio; and (iii) towards the funding of the

Initial Cash Reserve Amount.

Rate of Interest: The Class A Notes will represent entitlements to payment of interest in

respect of each successive Interest Period from the Closing Date at an

annual rate of 1.10 (one point one zero) per cent. per annum.

Class B Return Amount: In respect of any Interest Payment Date, the Class B Notes will bear an

entitlement to payment of the Class B Return Amount in the amount

calculated by the Transaction Manager to be paid from the Available

Interest Distribution Amount on such Interest Payment Date. This

amount will only be payable to the extent that funds are available to the

Issuer for that purpose under the Pre-Enforcement Interest Payment

Priorities or the Post-Enforcement Payment Priorities (as applicable).

Interest Accrual Period:

Interest on the Class A Notes will be paid monthly in arrears. Interest

will accrue from, and including, the immediately preceding Interest

Payment Date (or, in the case of the First Interest Payment Date, the

Closing Date) to, but excluding, the relevant Interest Payment Date.

Interest Payment Date: Interest on the Class A Notes and the Class B Return Amount are

payable on the 25 day of September 2015 and thereafter monthly in

34

arrears on the 25th

day of each calendar month (or, if such day is not a

Business Day, the next succeeding Business Day, unless such day would

fall into the next calendar month, in which case, it will be brought

forward to the immediately preceding Business Day).

Business Day: Any day which is a TARGET Day, a Lisbon Business Day, and a day on

which banks are open for business in London and Paris.

Lisbon Business Day: Any day on which banks are open for business in Lisbon.

Final Redemption: Unless the Notes have previously been redeemed in full as described in

Condition 8 (Final Redemption, Mandatory Redemption in part and

Optional Redemption), the Notes will be redeemed by the Issuer on the

Final Legal Maturity Date at their Principal Amount Outstanding.

Final Legal Maturity Date: The Interest Payment Date falling on July 2038.

Authorised Investments: The Issuer has the right to make Authorised Investments using amounts

standing to the credit of the Payment Account and the Cash Reserve

Account. Any Authorised Investment will be disclosed in the

Transaction Manager Report.

Taxation in respect of the

Notes:

Payments of interest and principal and other amounts due under the

Notes will be subject to income taxes, including applicable withholding

taxes (if any), and other taxes (if any) and neither the Issuer nor any

other person will be obliged to pay additional amounts in relation

thereto.

Income generated by the holding (distributions) or transfer (capital

gains) of the Notes is generally subject to Portuguese tax for debt notes

(obrigações) if the holder is a Portuguese resident or has a permanent

establishment in Portugal to which the income might be attributable.

Pursuant to Decree-Law 219/2001, any payments of interest made in

respect of the Notes to Noteholders who are not Portuguese residents and

do not have a permanent establishment in Portugal to which the income

might be attributable will be exempt from Portuguese income tax. The

above-mentioned exemption from income tax does not apply to non-

resident individuals or companies if the individual’s or company’s

country of residence is any of the jurisdictions listed as tax havens in

Ministerial Order 150/2004, of 13 February 2004, as amended by

Ministerial Order no. 292/2011, of 8 November 2011 (“Ministerial

Order 150/2004”), and with which Portugal does not have a double tax

treaty in force or a tax information exchange agreement in force

provided the requirements and procedures for the evidence of non-

residence are complied with. Under. The exemption does not apply also

to non-resident companies if more than 25% of the company’s share

capital is held, either directly or indirectly, by Portuguese residents

Please refer to the section headed "Taxation" for more information.

Retained Interest: Articles 405 to 410 of the CRR, on prudential requirements for credit

institutions and investment firms including any regulatory technical

standards and any implementing technical standards issued by the

European Banking Authority or any successor body and Bank of

35

Portugal Notice (“Aviso”) 9/2010 (“Notice 9/2010”) place an obligation

on a credit institution or investment firm that is subject to the CRR (a

“CRR Institution”) which assumes exposure to the credit risk in a

securitisation transaction (as defined in Article 4(1)(61) of the CRR) to

ensure that the originator, sponsor or original lender has explicitly

disclosed that it will retain, on an ongoing basis, a material net economic

interest in the securitisation of not less than 5 per cent. of the nominal

amount of the securitised exposures.

Also, the provisions of Section 5 of Chapter III of the AIFMR provide

for risk retention and due diligence requirements in respect of alternative

investment fund managers that are required to become authorised under

the AIFMD and which assume exposure to the credit risk of a

securitisation on behalf of one or more alternative investment funds.

While such requirements are similar to those which apply pursuant

Articles 405 to 410 of the CRR, they are not identical and, in particular,

additional due diligence obligations apply to the relevant alternative

investment funds managers.

Articles 405 to 410 of the CRR, Article 51 of the AIFMR and Notice

9/2010 also place an obligation on CRR Institutions, before investing in

a securitisation transaction and thereafter, to analyse, understand and

stress test their securitisation positions, and monitor on an ongoing basis

and in a timely manner performance information on the exposures

underlying their securitisation positions.

In accordance with the requirements of Articles 405 to 410 of the CRR,

Article 51 of the AIFMR and Notice 9/2010, the Originator will retain

the Retained Interest (as defined above).

The Originator will undertake that there will be no arrangements

pursuant to which the Retained Interest will decline over time materially

faster than the Principal Outstanding Balance of the Assets transferred to

the Issuer.

The Originator will hold the Retained Interest and has undertaken to do

so under the terms of the Receivables Sale Agreement.

The Originator has also undertaken to provide, or procure that the

Servicer shall provide, to the Issuer, the Common Representative and the

Transaction Manager such information as may be reasonably required by

the Noteholders to be included in the Transaction Manager Report to

enable such Noteholders to comply with their obligations pursuant to the

CRR, Article 51 of the AIFMR and Notice 9/2010.

No Purchase of Notes by the

Issuer:

The Issuer may not at any time purchase any of the Notes.

Rating: The Class A Notes are expected on issue to be assigned the following

Ratings by the Rating Agencies:

S&P DBRS

36

Class A Notes “[A](sf)” “[A](sf)”

A credit rating is not a recommendation to buy, sell or hold

securities and may be subject to revision, suspension or withdrawal

at any time by the Rating Agency.

Redemption of the Notes

During the Revolving Period (the end of which is subject to the

occurrence of an Amortisation Event or the delivery of an Enforcement

Notice by the Common Representative to the Issuer), no principal will

be payable under the Notes (except for any Partial Redemption in

accordance with the Pre-Enforcement Interest Payment Priorities).

Following the occurrence of an Amortisation Event or delivery of an

Enforcement Notice by the Common Representative to the Issuer, the

Notes shall be subject to mandatory redemption on each Interest

Payment Date, starting with the Class A Notes until reduced to zero,

followed by the Class B Notes until reduced to zero, in accordance with

the Pre-Enforcement Payment Priorities or the Post-Enforcement

Payment Priorities, as the case may be.

Mandatory Partial Redemption

of the Class A Notes during the

Revolving Period

If, on any Interest Payment Date during the Revolving Period, the

residual balance of the Available Principal Distribution Amount after

giving effect to items (a) and (b) of the Pre-enforcement Principal

Payment Priorities exceeds 10 % of the aggregate Principal Outstanding

Balance of the Performing Receivables as of the preceding Additional

Collateral Determination Date (taking into account the purchase to be

made on such Interest Payment Date) (a “Mandatory Partial

Redemption Event”), the Class A Notes shall be redeemed on such

Interest Payment Date pari passu and on a pro rata basis for an amount

equal to such excess (such excess being the “Mandatory Partial

Redemption Amount”).

Mandatory Redemption in part

of the Class B Notes

On each Interest Payment Date on which there is a reduction in the Cash

Reserve Account Required Amount, the Issuer will cause the Class B

Notes to be redeemed in an amount up to the amount of the reduction in

the Cash Reserve Account Required Amount (to the extent that the

payment includes amounts attributable to the reduction in the Cash

Reserve Account Required Amount) on such Interest Payment Date,

rounded down to the nearest 0.01 euro and in accordance with the Pre-

Enforcement Interest Payment Priorities.

Redemption in Whole at the

option of the Issuer:

The Issuer may redeem all (but not some only) of the Notes in each

Class at their Principal Amount Outstanding together with accrued

interest on any Interest Payment Date:

(a) in accordance with Article 45(2)(d) of the Securitisation Law,

when, on the related Calculation Date on which the Aggregate

Principal Outstanding Balance of the Purchased Receivables is

equal to or less than 10 (ten) per cent. of the Aggregate

Principal Outstanding Balance of the Purchased Receivables in

the Initial Receivables Portfolio as at the Initial Collateral

Determination Date together with the Aggregate Principal

Outstanding Balance of the Purchased Receivables in any

Additional Receivables Portfolio as at the relevant Additional

37

Collateral Determination Date; or

(b) in accordance with Article 45(1) of the Securitisation Law,

after the date on which, by virtue of a change in Tax law of the

Issuer's Jurisdiction (or the application or official interpretation

of such Tax law), the Issuer would be required to make a Tax

Deduction from any payment in respect of the Notes (other than

by reason of the relevant Noteholder having some connection

with the Portuguese Republic, other than the holding of the

Notes); or

(c) in accordance with Article 45(1) of the Securitisation Law,

after the date on which, by virtue of a change in the Tax law of

the Issuer's Jurisdiction (or the application or official

interpretation of such Tax law), the Issuer would not be entitled

to relief for the purposes of such Tax law for any material

amount which it is obliged to pay, or the Issuer would be

treated as receiving for the purposes of such Tax law any

material amount which it is not entitled to receive under the

Transaction Documents; or

(d) in accordance with Article 45(1) of the Securitisation Law,

after the date of a change in the Tax law of the Issuer's

Jurisdiction (or the application or official interpretation of such

Tax law) which would cause the total amount payable in

respect of any of the Notes to cease to be receivable by the

Noteholders including as a result of any of the Obligors being

obliged to make a Tax Deduction in respect of any payment in

relation to any Assigned Right or the Issuer being obliged to

make a Tax Deduction in respect of any payment in relation to

any Note; or

(e) in accordance with Article 45(1) of the Securitisation Law,

after the occurrence of a Regulatory Change with respect to any

of the Originator (together with (b) to (d) above, a “Tax or

Regulatory Event”),

provided that, if on such Interest Payment Date the funds available to the

Issuer are not sufficient to redeem the Class B Notes at their Principal

Amount Outstanding, the Class B Notes shall be redeemed in full and all

the claims of the Class B Noteholders for any shortfall in the Principal

Amount Outstanding of the Class B Notes shall be extinguished.

Redemption in whole at the

option of the sole Noteholder

In the event that all of the Notes are held by the Originator, the

Originator as sole Noteholder, may require the Issuer to redeem all (but

not some only) of the Notes in each Class at their Principal Amount

Outstanding (together with accrued interest) on any Interest Payment

Date, provided that all the following conditions will have been met:

(A) an unanimous Resolution of the sole Noteholder will have been

passed either at a duly convened and held Meeting or by means of

a Written Resolution, approving the early redemption of the Notes;

and

38

(B) the Issuer will have given not more than 60 (sixty) nor less than 30

(thirty) days' notice to the Common Representative, the Paying

Agent and the Noteholders in accordance with the Notices

Condition of its intention to redeem all (but not some only) of the

Notes in each Class;

(C) the Originator will have accepted to acquire the Receivables

Portfolio on the relevant early redemption date; and

(D) the Issuer will have provided to the Common Representative, prior

to the envisaged early redemption date, a certificate signed by 2

(two) directors of the Issuer confirming, amongst other things,

should that be the case, that it will have sufficient funds on the

relevant Interest Payment Date, not subject to the interest of any

other person, to redeem the Notes pursuant to this Condition and

meet its payment obligations of a higher priority under the Pre-

Enforcement Payment Priorities,

provided that if on such Interest Payment Date the funds available to the

Issuer are not sufficient to redeem the Class B Notes at their Principal

Amount Outstanding, the Class B Notes shall be redeemed in full and all

the claims of the Class B Noteholders for any shortfall in the Principal


Paying Agent: The Issuer will appoint the Paying Agent with respect to payments due

under the Notes. The Issuer will procure that, for so long as any Notes

are outstanding, there will always be a paying agent to perform the

functions assigned to it. The Issuer may at any time, pursuant to the

terms of the Paying Agency Agreement by giving not less than 30

(thirty) days notice, replace the Paying Agent by another financial

institution which will assume such functions. As consideration for

performance of the paying agency services, the Issuer will pay the

Paying Agent a fee.

Transfers of Notes: Transfers of Notes will require appropriate entries in securities accounts

in accordance with the Portuguese Securities Code and the applicable

procedures of Interbolsa. Transfers of Notes between Euroclear

participants, between Clearstream, Luxembourg participants and

between Euroclear participants on the one hand and Clearstream,

Luxembourg participants on the other hand will be effected in

accordance with procedures established for these purposes by Euroclear

and Clearstream, Luxembourg respectively.

Settlement: Settlement of the Notes is expected to be made on or about the Closing

Date.

Admission to trading: Application has been made to the Stock Exchange for the Class A Notes

to be admitted to trading on its main market Euronext Lisbon.

No application has been made to admit the Class A Notes on any other

stock exchange or the Class B Notes on any stock exchange.

Governing Law: The Notes, the Common Representative Appointment Agreement, the

Class B Notes Purchase Agreement, the Paying Agency Agreement and

39

each other Transaction Document will be governed by Portuguese law

other than the Transaction Management Agreement, the Subscription

Agreement and the Master Execution Deed which will be governed by

English law and the Payment Account Agreement and the Cash Reserve

Account Agreement, which will be governed by French Law.

40

OVERVIEW OF THE TRANSACTION

The Receivables Portfolio:

Under the terms of the Receivables Sale Agreement, the Originator

will sell and assign to the Issuer and the Issuer will on the Closing

Date and on certain Additional Purchase Dates from time to time

during the Revolving Period, subject to satisfaction of certain

conditions, purchase from the Originator, portfolios of Receivables

Contracts, Receivables due thereunder and Related Security (the

“Receivables Portfolio”).

The Receivables Portfolio alone will provide collateralisation for the

Notes and the cashflows from which will be used exclusively by the

Issuer for effecting payments on the Notes in accordance with the

Pre-Enforcement Payment Priorities or the Post-Enforcement

Payment Priorities (as the case may be).

Consideration for Purchase of the

Initial Receivables Portfolio:

In consideration for the assignment of the Initial Receivables

Portfolio on the Closing Date, the Issuer will pay the Initial Purchase

Price to the Originator for the Initial Receivables Portfolio to be

assigned to the Issuer.

Consideration for Purchase of

Additional Receivables Portfolios:

In consideration for the assignment of each Additional Receivables

Portfolio on an Additional Purchase Date, the Issuer will pay to the

Originator on such Additional Purchase Date the Additional

Purchase Price for the relevant Additional Receivables Portfolios to

be assigned to the Issuer.

Revolving Period: The Revolving Period is the period commencing (and including) the

Closing Date and ending (but excluding) the first to occur of (i) the

Amortisation Period Start Date, and (ii) the delivery of an

Enforcement Notice.

The Receivables: The Receivables are certain monetary obligations arising under

certain auto loan credit contracts (in respect of which, the rate of

interest specified in the related receivables contract may be fixed or

floating) (each a "Receivables Contract") meeting the Eligibility

Criteria entered into between the Originator and natural or legal

persons residents in Portugal at the time of origination (each, an

Obligor) for the financing of the acquisition of new or used Vehicles

by such Obligors.

Related Security: The sale and assignment of the Receivables Portfolio will include,

both pursuant to Portuguese law and the Receivables Sale

Agreement, the sale and transfer of the Related Security from the

Originator to the Issuer.

Receivables Portfolio Eligibility

Criteria:

The Assigned Rights in the Initial Receivables Portfolio and any

Additional Receivables Portfolio shall comply with the Eligibility

Criteria as at the Initial Collateral Determination Date or the relevant

Additional Collateral Determination Date, respectively (see

“OVERWIEW OF MAIN TRANSACTION DOCUMENTS –

The Receivables Sale Agreement”).

41

Conditions to the purchase of

Additional Receivables Portfolios:

The purchase of any Additional Receivables Portfolio by the Issuer

on any Additional Purchase Date is subject to the satisfaction of

certain conditions (see “OVERVIEW OF MAIN TRANSACTION

DOCUMENTS – The Receivables Sale Agreement”).

Servicing of the Receivables

Portfolio:

The Servicer will agree to administer and service the Assigned

Rights on behalf of the Issuer in accordance with the terms set out in

the Receivables Servicing Agreement and Article 5 of the

Securitisation Law and, in particular, to:

(a) collect the Receivables due in respect thereof;

(b) set interest rates applicable to the Purchased Receivables;

(c) administer relationships with Obligors; and

(d) undertake enforcement proceedings in respect of any

Obligors which may default on their obligations under the

relevant Receivables Contracts.

Servicer Reporting: The Servicer will be required no later than 10 (ten) Lisbon Business

Days after the relevant Calculation Date (the “Information Date”)

to deliver to the Issuer, the Transaction Manager, the Rating

Agencies, the Sole Arranger and the Sole Lead Manager a single

report in a form reasonably acceptable to the Transaction Manager

(the "Monthly Servicing Report") relating to the period from the

last date covered by the previous Monthly Servicing Report.

The Monthly Servicing Report will form part of a report to be in a

form acceptable to the Issuer, the Transaction Manager and the

Common Representative (the "Transaction Manager Report") to

be delivered by the Transaction Manager to, inter alios, the

Common Representative and the Paying Agent not less than 6 (six)

Business Days prior to each Interest Payment Date.

Servicer to identify Collections The Servicer has undertaken in the Receivables Servicing

Agreement to identify Collections paid into the Servicing Accounts

or otherwise received or collected in cash or by cheque as soon as

possible after payment, receipt or collection, and in any case,

irrespective of method of payment, receipt or collection, no later

than 2 (two) Business Days after payment, receipt or collection.

Servicing Accounts: The Servicer shall give instructions to the Servicing Account Banks

to ensure that Collections paid into the relevant Servicing Account

and identified by the Servicer until 2:30 p.m. (Lisbon time) on any

particular Lisbon Business Day are on such Lisbon Business Day of

identification paid into the Master Servicing Account no later than

3.00 p.m. of such Lisbon Business Day.

The Servicer will direct the Master Servicing Account Bank to

transfer to the Payment Account all amounts which have been so

identified and paid into the Master Servicing Account no later than 1

(one) Business Day following such identification and payment.

42

“Master Servicing Account” means the Servicing Account with

IBAN no.: PT50 0033 0000 45286722614 05 with the Master

Servicing Account Bank.

“Master Servicing Account Bank” means Banco Comercial

Português, S.A., or any successor thereto.

Payment Account: The Issuer will establish the Payment Account in its name at the

Payment Account Bank. The Payment Account will be operated by

the Transaction Manager in accordance with the terms of the

Transaction Manager Agreement and the Payment Account

Agreement.

A downgrade of the ratings of the Payment Account Bank by the

Rating Agencies below the Minimum Long-Term Rating, will

require the Transaction Manager, acting on behalf of the Issuer to,

within 32 (thirty-two) calendar days of the downgrade by the Rating

Agencies, procure a replacement Payment Account Bank rated at

least the Minimum Long-Term Rating.

Only administrative costs and expenses relating to the action

contemplated above shall be borne by the Payment Account Bank

(which, for the avoidance of doubt, shall not include the

remuneration or fees payable to, or costs or expenses of, the

replacement Payment Account Bank).

Payments from Payment Account

on each Business Day:

On each Business Day during a Collection Period (other than an

Interest Payment Date) prior to delivery of an Enforcement Notice,

funds standing to the credit of the Payment Account will be applied

by the Issuer in or towards payment of: (i) any Tax Payment and any

amount due in respect of VAT at the rate applicable from time to

time; (ii) any Third Party Expenses; (iii) an amount equal to any

Incorrect Payment to the Originator due on such Business Day

which is also a Lisbon Business Day; and (iv) any Withheld

Amounts due to the relevant Tax Authority.

"Incorrect Payments" means a payment incorrectly paid or

transferred to the Payment Account, identified as such by the

Servicer and confirmed by the Transaction Manager which will not

form part of Available Interest Distribution Amount or the Available

Principal Distribution Amount;

“Tax Payment” means any deduction or withholding on account of

Tax;

Statutory Segregation for the

Notes, right of recourse and Issuer

Obligations:

The Notes will have the benefit of the statutory segregation provided

for by Article 62 of the Securitisation Law which provides that the

assets and liabilities (património autónomo) of the Issuer in respect

of each transaction entered into by the Issuer are completely

segregated from the other assets and liabilities of the Issuer.

43

In accordance with the terms of Article 61 and the subsequent

articles of the Securitisation Law the right of recourse of the

Noteholders is limited to the specific

of assets, including the Assigned Rights, the Collections, the

Transaction Accounts, the Issuer's rights in respect of the

Transaction Documents and any other right and/or benefit, either

contractual or statutory, relating thereto, purchased or received by

the Issuer in connection with the Notes. Accordingly, the obligations

of the Issuer in relation to the Notes under the Transaction

Documents are limited in recourse in accordance with the

Securitisation Law to the Transaction Assets.

Use of Issuer's funds to reduce or

eliminate a Payment Shortfall:

If, in respect of an Interest Payment Date, the Transaction Manager

determines as at the Calculation Date immediately preceding such

Interest Payment Date that a Payment Shortfall will exist on such

Interest Payment Date, the Transaction Manager will ensure that an

amount equal to the Principal Draw Amount is deducted from the

Available Principal Distribution Amount and that such amount is

added to the Available Interest Distribution Amount on or prior to

such Interest Payment Date to reduce or, as applicable, eliminate

such Payment Shortfall.

Principal Draw Amount: In relation to any Interest Payment Date, the Principal Draw Amount

is the aggregate amount determined as at the related Calculation

Date as being the amount (if any) of the Available Principle

Distribution Amount added to the Available Interest Distribution

Amount which is to be utilised by the Issuer to reduce or eliminate

any Payment Shortfall on such Interest Payment Date.

Cash Reserve Account: On or about the Closing Date, the Cash Reserve Account will be

established with the Cash Reserve Account Bank in the name of the

Issuer into which an amount equal to the Initial Cash Reserve

Amount will be transferred on the Closing Date from part of the

proceeds of the Class B Notes.

Funds will be debited and credited to the Cash Reserve Account in

accordance with the payment instructions of the Transaction

Manager, acting on behalf of the Issuer, in accordance with the terms

of the Transaction Management Agreement and the Cash Reserve

Account Agreement.

A downgrade of the ratings of the Cash Reserve Account Bank by

the Rating Agencies below the Minimum Long-Term Rating, will

require the Transaction Manager, acting on behalf of the Issuer to,

within 32 (thirty-two) calendar days of the downgrade by the Rating

Agencies, procure a replacement Cash Reserve Account Bank rated

at least the Minimum Long-Term Rating.

44

Replenishment of Cash Reserve

Account:

On each Interest Payment Date, to the extent that monies are

available for the purpose, amounts (if required) will be credited to

the Cash Reserve Account in accordance with the Pre-Enforcement

Interest Payment Priorities until the amount standing to the credit

thereof equals the Cash Reserve Account Required Amount.

Available Interest Distribution

Amount:

Means, in respect of any Interest Payment Date, the amount

calculated by the Transaction Manager as at the Calculation Date

immediately preceding such Interest Payment Date equal to the sum

of:

(a) any Interest Collection Proceeds and other interest amounts

received by the Issuer as interest payments under the

Receivables Portfolio during the Collection Period

immediately preceding such Interest Payment Date;

(b) where the proceeds of disposal or on maturity of any

Authorised Investment received in relation to the relevant

Collection Period exceed the original cost of such

Authorised Investment, the amount of such excess;

(c) as the case may be, any amounts paid by the Originator

pursuant to the Receivables Sale Agreement, after deduction

of the amounts allocated to principal, in respect of the

rescission of the transfer of any Non-Compliant Receivables

or repurchase thereof or any indemnification in relation

therewith;

(d) during the Revolving Period, any part of the Available

Interest Distribution Amount remaining from the previous

Interest Payment Date after payment (if any) of item (g) of

the Pre-Enforcement Interest Payment Priorities on such

Interest Payment Date;

(e) the amount of any Principal Draw Amount to be made on

such Interest Payment Date to cover any Payment Shortfall

in respect of such Interest Payment Date, as transferred from

the Available Principal Distribution Amount;

(e) interest accrued and credited to the Transaction Accounts

during the relevant Collection Period;

(f) the amount debited from the Cash Reserve Account, being an

amount equivalent to the difference, if positive, between the

balance of the Cash Reserve Account on such Calculation

Date and the Cash Reserve Account Required Amount;

(g) any portion of the Available Principal Distribution Amount

remaining after the redemption in full of the Class A Notes;

less

(h) any Withheld Amount.

Available Principal Distribution Means, in respect of any Interest Payment Date, the amount

45

Amount: calculated by the Transaction Manager as at the Calculation Date

immediately preceding such Interest Payment Date as being equal to

the sum of:

(a) the amount of any Principal Collection Proceeds to be

received by the Issuer as principal payments under the

Receivables Portfolio during the Collection Period


(b) the amount of any Class A Revenue Addition Amount which

is applied by the Transaction Manager on such Interest

Payment Date in reducing the debit balance on the Class A

Principal Deficiency Ledger until the Class A Principal

Deficiency Ledger is zero;

(c) during the Revolving Period, any part of the Available

Principal Distribution Amount remaining from the previous

Interest Payment Date after payment (if any) of item (c) of

the Pre-Enforcement Principal Payment Priorities on such

Interest Payment Date; less

(d) the amount of any Principal Draw Amount to form part of

the Available Interest Distribution Amount on such Interest

Payment Date.

Class A Principal Deficiency

Ledger:

The Issuer will establish in its books a principal deficiency ledger

relating to the Class A Notes (the "Class A Notes Principal

Deficiency Ledger") and, on each Interest Payment Date, the

Transaction Manager shall record (i) any Deemed Principal Losses

in relation to the Purchased Receivables that have occurred in the

related Collection Period and (ii) any Principal Draw Amounts that

will be made on such Interest Payment Date (together the "Principal

Deficiency") by debiting the Class A Principal Deficiency Ledger as

specified in the Transaction Management Agreement.

Class A Revenue Addition

Amount:

Subject to the Pre-Enforcement Interest Payment Priorities, the

Transaction Manager shall add to the Class A Principal Deficiency

Ledger (and to the Available Principal Distribution Amount) on any

Interest Payment Date, an amount equal to the lesser of the debit

balance on the Class A Principal Deficiency Ledger as at such

Calculation Date and the amount of the Available Interest

Distribution Amount available to the Issuer in the Payment Account

as at such Calculation Date after payment of the amounts determined

in accordance with paragraphs (a) to (e) of the Pre-Enforcement

Interest Payments (the “Class A Revenue Addition Amount”).

46

Priorities of Payments:

During the Revolving Period and the Amortisation Period, the Issuer

is required to apply the Available Interest Distribution Amount in

accordance with the Pre-Enforcement Interest Payment Priorities,

and the Available Principal Distribution Amount in accordance with

the Pre-Enforcement Principal Payment Priorities. After the delivery

of an Enforcement Notice, all amounts received or recovered by the

Issuer and/or the Common Representative will be applied in

accordance with the Post-Enforcement Payment Priorities.

Pre-Enforcement Interest

Payment Priorities:

During the Revolving Period and the Amortisation Period, the

Available Interest Distribution Amount determined in respect of the

Collection Period ending immediately preceding the relevant Interest

Payment Date will be applied by the Transaction Manager on such

Interest Payment Date in making the following payments or

provisions in the following order of priority, but in each case only to

the extent that all payments or provisions of a higher priority that fall

due to be paid or provided for on such Interest Payment Date have

been made in full:

(a) first, in or towards payment of the Issuer's liability to Tax, in

relation to this transaction, if any;

(b) second, in or towards payment of the Common

Representative's Fees and the Common Representative's

Liabilities;

(c) third, in or towards payment of the Issuer Expenses,

excluding the Issuer’s liability to tax, paid under item (a)

above and the Common Representative's Fees and the

Common Representative's Liabilities paid under item (b)

above;

(d) fourth, in or towards payment pari passu on a pro rata basis

of the Interest Amount in respect of the Class A Notes;

(e) fifth, if any of the Class A Notes are still outstanding, in or

towards payment to the Cash Reserve Account up to the

Cash Reserve Account Required Amount;

(f) sixth, in or towards reduction of the debit balance on the

Class A Principal Deficiency Ledger until such balance is

equal to zero;

(g) seventh, during the Revolving Period only, in or towards

payment to the Originator of the Purchase Price Interest

Component of the Receivables;

(h) eighth, during the Amortisation Period only, in or towards

payment pari passu on a pro rata basis of the Class B Return

Amount due and payable in respect of the Class B Notes,

Pre-Enforcement Principal

Payment Priorities:

During the Revolving Period and the Amortisation Period, the

Available Principal Distribution Amount determined by the

Transaction Manager in respect of the Collection Period

47

immediately preceding each Interest Payment Date will be applied

by the Transaction Manager on each Interest Payment Date in

making the following payments in the following order of priority

(the "Pre-Enforcement Principal Payment Priorities") but in each

case only to the extent that all payments of a higher priority that fall

due to be paid on such Interest Payment Date have been made in

full:

(a) first, during the Revolving Period only, in or towards payment

of the Purchase Price Principal Component to the Originator

with Respect to Receivables purchased on the Additional

Purchase Date falling immediately prior to such Interest

Payment Date;

(b) second, during the Revolving Period only, following the

occurrence of a Mandatory Partial Redemption Event, in or

towards payment pari passu and on a pro rata basis of the

Mandatory Partial Redemption Amount to the holders of the

Class A Notes;

(c) third, during the Amortisation Period only, in or towards

payment pari passu on a pro rata basis of the Principal

Amount Outstanding of the Class A Notes until all the Class

A Notes have been redeemed in full;

(d) fourth, on any Interest Payment Date other than the last

Interest Payment Date, after redemption in full of the Class A

Notes, in or towards payment of the amount to be included in

the Available Interest Distribution Amount from the

Available Principal Distribution Amount; and

(e) fifth¸ on the last Interest Payment Date (after redemption in

full of all the Class A Notes) on which any Class B Return

Amount is to be paid by the Issuer in accordance with

Condition 7.5 (Class B Return Amount Payments), the Issuer

will cause the Class B Notes to be redeemed in full from such

Class B Return Amount.

Redemption of Class B Notes from

Class B Return Amount:

Post-Enforcement Payment

Priorities:

On the last Interest Payment Date (after redemption in full of all the

Class A Notes) on which any Class B Return Amount is to be paid

by the Issuer in accordance with Condition 7.5 (Class B Return

Amount Payments), the Issuer will cause the Class B Notes to be

redeemed in full from such Class B Return Amount.

Following the delivery of an Enforcement Notice, all monies held in

the Payment Account and the Cash Reserve Account and all monies

received or recovered by the Issuer and/or the Common

Representative in relation to the Transaction Assets shall be paid to

the persons entitled to such monies and applied by the Transaction

Manager or the Common Representative, as the case may be, in

making the following payments in the following order of priority

(the "Post-Enforcement Payment Priorities") but in each case only

to the extent that all payments of a higher priority have been made in

48

full:

(a) first, in or towards payment pari passu on a pro rata basis of

(i) any remuneration then due and payable to any receiver of

the Issuer and all costs, expenses and charges incurred by

such receiver, in relation to this transaction, (ii) the Common

Representative's Fees and the Common Representative's

Liabilities and (iii) the Issuer liability to Tax, in relation to

this transaction, if any;

(b) second, in or towards payment of the Issuer Expenses

excluding those paid under item (a) above;

(c) third, in or towards payment pari passu on a pro rata basis

of the Interest Amount in respect of the Class A Notes, but so

that interest past due will be paid before current interest;

(d) fourth, in or towards payment pari passu on a pro rata basis

of the Principal Amount Outstanding of the Class A Notes

until all Class A Notes have been redeemed in full; and

(e) fifth, in or towards payment pari passu on a pro rata basis of

the Class B Return Amount under the Class B Notes,

provided that on the last Interest Payment Date on which any

Class B Return Amount is to be paid by the Issuer in

accordance with Condition 7.5 (Class B Return Amount

Payments), the Issuer will cause the Class B Notes to be

redeemed in full from such Class B Return Amount.

49

STRUCTURE AND CASH FLOW DIAGRAM OF TRANSACTION

50

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed with the CMVM and are available at www.cmvm.pt.,

shall be incorporated in, and form part of, this Prospectus:

(A) the independent statutory auditor’s report and audited annual financial statements of the Issuer

for the financial year ended 31 December 2013 and 31 December 2014; and

(B) the non-audited financial statements and results for the quarter ended on 30 March 2015.

51

OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS

The description of certain Transaction Documents set out below is a summary of certain features of

such documents and is qualified by reference to the detailed provisions thereof. Prospective

Noteholders may inspect a copy of the documents in physical and electronic form described below

upon request at the specified office of each of the Common Representative and the Paying Agent.

Receivables Sale Agreement

Purchase of Initial Receivables Portfolio

Pursuant to the terms of the Receivables Sale Agreement dated on or about the Closing Date the

Originator will assign to the Issuer, on a non-recourse basis, the Initial Receivables Portfolio including

the full benefit of and right, title and interest to the Receivables Contracts, Receivables due thereunder

and Related Security.

On the Closing Date the Issuer will pay the Initial Purchase Price to accounts in the name of the

Originator in relation to the Initial Receivables Portfolio.

Additional Receivables Portfolios Sales

During the Revolving Period, on any Additional Purchase Date, the Issuer will, subject to certain

conditions described below, purchase from the Originator Additional Receivables Portfolios,

including, to the fullest extent possible under applicable law, the full benefit of and right, title and

interest of the Originator in the relevant Receivables Contracts, Receivables due thereunder and

Related Security, as specified in and pursuant to the Additional Sale Notice relating to the relevant

Additional Receivables Portfolio.

On each Additional Purchase Date which is also an Interest Payment Date the Issuer shall, subject to,

inter alia, the Issuer having sufficient Available Principal Distribution Amount after, purchase

Additional Receivables Portfolios and pay the relevant Additional Purchase Price to the Originator.

Conditions for the purchase of Additional Receivables Portfolios

The following conditions shall be satisfied on each Additional Purchase Date prior to giving effect to

any purchase:

(a) the Additional Receivables comply with the Eligibility Criteria;

(b) the representations of the Originator made and repeated on the relevant Additional Purchase Date

being true, accurate and correct;

(c) no Amortisation Event has occurred or will have occurred on the relevant Additional Purchase

Date;

(d) no Enforcement Notice has been delivered or will have been delivered to the Issuer on or prior to

the relevant Additional Purchase Date;

(e) no Originator Event of Default has occurred or will have occurred on the relevant Additional

Purchase Date;

(f) no Servicer Event has occurred or will have occurred on the relevant Additional Purchase Date;

(g) the balance standing to the credit of the Cash Reserve Account will be equal to Cash Reserve

Account Required Amount after giving effect to the Payments Priorities of on such date;

52

(h) the purchase of the Additional Receivables shall not cause any non-compliance of the Portfolio

Conditions on the relevant Additional Purchase Date (after giving effect to such purchase);

(i) no material adverse change in the business of the Originator has occurred which, in the reasonable

opinion of the Issuer, may impair due performance of their respective obligations under the

Receivables Sale Agreement or the Servicing Agreement;

(j) the Issuer having sufficient Issuer Available Funds to fund the purchase of the Additional

Receivables; and

(k) the Monthly Servicing Report having been delivered by the Servicer to the Originator on the

preceding Information Date.

“Issuer Available Funds” means the funds of the Issuer which may be applied, in accordance with the

Pre-Enforcement Payment Priorities or the Post-Enforcement Payment Priorities (as applicable), in or

towards the payment of any amount due by the Issuer under the Transaction Documents;

Portfolio Conditions

On any Additional Purchase Date, the Portfolio Conditions will be met if the Purchased Receivables

(taking into account the Receivables to be purchased on such date) satisfy the following as of the

previous Additional Collateral Determination Date:

(i) the aggregate Principal Outstanding Balance of the Purchased Receivables relating to new

vehicles represent more than 15 (fifteen) per cent. of the aggregate Principal Outstanding

Balance of the Purchased Receivables;

(ii) the average interest rate of the Purchased Receivables weighted by the Principal Outstanding

Balance thereof is greater than 8 (eight) per cent.;

(iii) the aggregate Principal Outstanding Balance of the Purchased Receivables owed by any single

Obligor is less than 0.018 (zero point zero one eight) per cent. of the aggregate Principal

Outstanding Balance of the Purchased Receivables;

(iv) the aggregate Principal Outstanding Balance of the Purchased Receivables arising under

Receivables Contracts for the financing of the acquisition of a Vehicle which is not a car is

less than 2.5 (two point five) per cent. of the aggregate Principal Outstanding Balance of the

Purchased Receivables; and

(v) the Weighted Average Seasoning of the Purchased Receivables in the Receivables Portfolio is

greater than 30 (thirty) per cent of its Weighted Average Original Term;

“Weighted Average Original Term” means, in respect of the Receivables Portfolio as at any

Additional Collateral Determination Date, the average term of each Purchased Receivable at the time it

was granted, weighted by the percentage of the Receivables Portfolio that each such Purchased

Receivable represent;

“Weighted Average Seasoning” means, in respect of the Receivables Portfolio as at any Additional

Collateral Determination Date, the average amount of time elapsed between the date in which each

Purchased Receivable has been granted to the relevant Obligor and the applicable Collateral

Determination Date, weighted by the percentage of the Receivables Portfolio that each such Purchased

Receivable represent;

Effectiveness of the Assignment

53

The assignment of the Initial Receivables Portfolio and any Additional Receivables Portfolio by the

Originator to the Issuer will be governed by the Securitisation Law (See "SELECTED ASPECTS OF

PORTUGUESE LAW RELEVANT TO THE RECEIVABLES AND THE TRANSFER OF THE

RECEIVABLES"). Paragraph 4 of Article 6 of the Securitisation Law facilitates the process of

transferring receivables by introducing an amendment to the general principles, provided by Article

583 of the Portuguese Civil Code, on the effectiveness of the transfer of receivables, inter alia, by a

credit institution (acting as the Servicer) whereby the assignment becomes effective at the time of

execution of the relevant sale agreement both between the parties thereto and against the Obligors. No

notice to Obligors is required to give effect to the assignment of the Purchased Receivables to the

Issuer, however, if the Related Security is capable of registration with a public registry the assignment

of the Related Security will only be effective against third parties acting in good faith upon registration

of such assignment with the relevant public registry (see below "Notification Event").

Notification Event

Following the occurrence of a Notification Event, the Originator will execute and deliver to, or to the

order of, the Issuer: (a) all title deeds, application forms and all other documents evidencing the

Assigned Rights (b) an official application form duly filled in to be filed in the relevant public registry

requesting registration of the assignment to the Issuer of each Related Security (if any) or, whenever

possible, a set of Related Security, (c) Notification Event Notices addressed to the relevant Obligors

and copied to the Issuer in respect of the assignment to the Issuer of each of the Assigned Rights

included in the Receivables Portfolio, and (d) such other documents and provide such other assistance

as is necessary in order to register any Related Security and notify the relevant Obligors.

The notice will instruct the relevant Obligors, with effect from the date of receipt by the Obligors of the

notice, to pay all sums due in respect of the relevant Receivables Contract into an account designated

by the Issuer. In the event that the Originator cannot or will not effect such actions, the Issuer, is

entitled under Portuguese Law: (a) to have delivered to it any such deeds and documents as referred to

above, (b) to complete any such application forms as referred to above and (c) to give any such notices

to Obligors as referred to above.

The Receivables Sale Agreement will be effective to transfer the Assigned Rights to the Issuer on the

Closing Date, on any Additional Purchase Date and on each other date on which Substitute Assigned

Rights are purchased by the Issuer.

No further act, condition or thing will be required to be done in connection with the assignment of the

Assigned Rights to enable the Issuer to require payment of the Receivables arising under the Assigned

Rights or to enforce any such rights in court other than the registration of any Related Security at the

relevant public registry. Such action by the Issuer will only be effected following the occurrence of a

Notification Event.

"Notification Event" means:

(a) the delivery by the Common Representative of an Enforcement Notice to the Issuer in

accordance with the Conditions;

(b) the occurrence of an Insolvency Event in respect of the Originator;

(c) the termination of the appointment of Credibom as Servicer in accordance with the terms of the

Receivables Servicing Agreement; and/ or

(d) if the Originator is required to deliver a Notification Event Notice by the laws of the Portuguese

Republic;

54

"Notification Event Notice" means a notice substantially in the form set out in Part B (Form of

Notification Event Notice) of Schedule 4 (Notification Events) of the Receivables Sale Agreement.

"Retired Assigned Right" means an Assigned Right in respect of which any amendment, variation or

waiver of a Material Term of such Assigned Right was proposed and such Assigned Right is

substituted by an Assigned Right in accordance with the Receivables Sale Agreement and the

Receivables Servicing Agreement;

"Substitute Assigned Right" means, in respect of a Retired Assigned Right, an Assigned Right which

is substituted into the Receivables Portfolio in accordance with the terms of the Receivables Sale

Agreement and the Receivables Servicing Agreement;

Representations and Warranties as to the Assigned Rights

The Originator will make certain representations and warranties in favour of the Issuer in respect of the

Assigned Rights included in the Initial Receivables Portfolio on the Closing Date as at the Initial

Collateral Determination Date, Assigned Rights included on any Additional Receivables Portfolios as

at the relevant Collateral Determination Date, and on each date upon which an Assigned Right is

substituted in accordance with the Receivables Sale Agreement, including statements to the following

effect which together constitute the "Eligibility Criteria" in respect of the Assigned Rights.

As at the relevant Collateral Determination Date, an "Eligible Receivable" shall be a Receivable:

(a) which is denominated and payable in EUR;

(b) which has a final instalment due date falling on or before December 2028;

(c) which does not qualify as a Defaulted Receivable;

(d) which is freely assignable under the Securitisation Law and the Originator can dispose thereof

free from third party rights, notably without giving notice or obtaining consent from the

Obligor;

(e) which is payable by Direct Debit and has been authorised by the Obligor at the signature date

of the relevant Receivables Contract;

(f) which the Related Security may be segregated and identified at any time for purposes of

ownership in the files of the Originator was validly created and registered (when applicable)

and is not subject to any Encumbrances;

(g) which exists and constitutes legally valid, binding and enforceable obligations of the

respective Obligor and is not subject to any

(h) defence, dispute, set-off or other claim;

(i) which bears a fixed interest rate not lower than 3 (three) per cent per annum throughout its

term;

(j) which is individualised in the information systems of the Originator, at the latest before the

Closing Date or the applicable Additional Purchase Date (as applicable), in such manner as to

give the Purchaser the means to individualise and identify any Purchased Receivable at any

time, on or after the applicable Additional Purchase Date;

(k) which has an Principal Outstanding Balance of not more than EUR 105,000 (without

capitalised insurance fees and contract fee) and not less than EUR 100;

(l) which is not subject to a pending prepayment by the relevant Obligor; and

(m) which has not more than one (1) instalment overdue;

55

(n) in respect of which the Originator has full title to it and to the corresponding Related Security

and such Receivables and Related Security are not subject, either totally or partially, to

assignment, delegation or pledge, attachment claim, set-off claims or rights of set-off,

retention rights or encumbrance of whatever type such that there is no obstacle to their

assignment;

(o) in respect of which the Originator has not commenced enforcement proceedings against an

Obligor of a Receivable in respect of the Receivable;

(p) in respect of which the Originator has not, in whole or in part, assigned (whether outright or

by way of security), transferred, sold, conveyed, discounted, novated, charged, disposed of or

dealt with the benefit of, or right, title and interest to, any of the Receivables and Related

Security in any way whatsoever and has not permitted any of the same to be seized, attached

or subrogated;

(q) in respect of which the Originator has created and maintained and is in possession of all the

contractual documents;

(r) in respect of which the Originator has performed all its obligations which have fallen due

under or in connection with the Receivables Contract;

(s) originated under a Receivables Contract in relation to which all (and not some only) of the

Receivables arising there from are subject to a sale pursuant to this Agreement;

(t) in respect of which no advance payment has been made in respect of the Receivable falling

due for payment on or after the Issue Date;

(u) in respect of which no litigation is pending in respect of the Receivable;

(v) in respect of which no insurer has taken the place of the relevant Obligor in paying the

Receivable;

(w) which following the assignment of such Receivable and the Related Security to the Issuer and

following the creation of the first ranking security interest in the Receivable in favour of the

Transaction Creditors in accordance to the Transaction Documents and the Securitisation Law,

such Receivable and the Related Security shall not be available to the creditors of the

Originator on the occasion of any Insolvency Event in respect of the Originator;

(x) in respect of which, its assignment under the Receivables Sale Agreement will be effective to

transfer full, unencumbered title to the Receivables and Related Security to the Issuer and no

further act, condition or thing will require to be done in connection therewith to enable the

Issuer to require payment of the Receivables arising thereunder or to enforce such right in

court other than the registration of the assignment of any Related Security at the relevant

public registry and the delivery to the relevant Obligor or Obligors of a Notification Event

Notice;

(y) which, further to its assignment on any Additional Purchase Date, does not cause any of the

Portfolio Conditions to be breached; and

(z) in respect of which at least two scheduled instalments are to be made until the respective term.

As at the relevant Collateral Determination Date, an "Eligible Obligor" shall be an Obligor who:

(a) has paid at least one (1) instalment under the relevant loan Agreement on or prior to the

relevant Collateral Determination Date;

(b) is domiciled in Portugal at the time of execution of the relevant Receivables Contract; and

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(c) is not employed by the Originator at the time of execution of the relevant Receivables

Contract;

(d) or any other person (whether or not an agent or employee of the Originator) has not, so far as

the Originator is aware, perpetrated any fraud in or in connection with the origination or

completion or performance of any Receivables Contract and, so far as the Originator is aware,

none of the documents, reports, forms and applications made, given, drawn-up or executed in

relation to such origination, completion or performance has been given, made, drawn-up or

executed in a fraudulent manner;

(e) makes payments in respect of the Receivables in Portugal;

(f) has a residential and/or business and/or mobile registered telephone number known to the

Originator, at the date on which the Relevant Receivables Contract was entered into;

(g) is not, and has not been, subject to any proceedings in connection with money laundering, is

not listed in Council Regulation (EU) 881/2002, as amended from time to time, and is not

registered in the “Central de Responsabilidades de Crédito” of the Bank of Portugal as having

defaulted liabilities, as far as the Originator is aware;

(h) is not in breach of any of its obligations in respect of the Receivable in any material respect;

(i) has not been declared bankrupt or insolvent and against whom no proceedings are pending

under any insolvency legislation as far as the Originator is aware, including, without

limitation, and if applicable, under Decree Law 199/2006, of 25 October 2006, as amended by

Decree Law 31-A/2012 of 10 February, Decree Law 298/92 of 31 December and/or (if

applicable) under the Code for The Insolvency and Recovery of Companies introduced by

Decree Law 53/2004 of 18 March 2004 as amended and/or under Portuguese legislation

governing the insolvency and recovery of companies and, at the time of the offer, such

Obligor is not in insolvency nor has any trustee or similar officer been appointed over such

Obligor's assets or revenues;

(j) is neither entitled to nor has threatened to invoke or invoked any right of rescission, set-off,

counterclaim, contest, challenge, retention, subordination, balance of accounts or other

defence in respect of such Receivable; and

(k) does not hold any amounts in deposit with the Originator.

As at the relevant Collateral Determination Date, an "Eligible Receivable Contract" shall be a

Receivables Contract:

(a) which was originated substantially in the form of any of the Agreed Forms;

(b) which constitutes legal, valid and binding obligations of the Obligor and the Originator

enforceable in accordance with its terms;

(c) which was executed pursuant to the following process: (i) a non-binding preliminary credit-

offer was made by the Originator to the Obligor; (ii) the relevant Obligor made a binding offer

to the Originator by way of signing the credit-offer; and (iii) this offer by the relevant Obligor

was then accepted by the Originator;

(d) which has been entered into between the Originator and (i) one Obligor or (ii) several

Obligors being jointly and severally liable for its full payment;

(e) which was originated in the ordinary course of business of the Originator in accordance with

its Credit and Collection Policy and Lending Criteria applicable at the time of origination and

is based on the applicable general terms and conditions of business of the Originator;

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(f) which gives rise to constant monthly instalments payable in arrears, subject to a grace period

as the case may be;

(g) which is governed by Portuguese law;

(h) which is subject to the exclusive jurisdiction of the Portuguese courts;

(i) which has an original term not less than 1 month and not more than 121 months;

(j) which has not been terminated or, to the best knowledge of the Originator, is not subject to a

termination or rescission procedure started by the Obligor;

(k) which may require the respective Obligor to have taken life insurance and a permanent or

temporary disability insurance in connection with a Receivables Contract;

(l) which has been entered into in compliance with all applicable laws, rules and regulations (in

particular with respect to consumer protection) and all required consents, approvals and

authorisations have been obtained in respect thereof and is not in violation of any such law,

rule or regulation sets out the correct effective rate of interest;

(m) which sets out the correct effective rate of interest;

(n) which was executed pursuant to the applicable Credit and Collection Policy;

(o) which is a Vehicle Sales Finance Agreement;

(p) which if it requires the relevant Obligor to have taken life insurance and a permanent or

temporary disability insurance in connection with it, the full insurance premium in connection

with such life and permanent or temporary disability insurance has been paid to the relevant

insurer; and

(q) which has not been originated through a Simplified Application;

(r) in respect of which all taxes, stamps, notarial and registration fees in respect of the relevant

Receivables Contract have been or will be duly paid for by either the Obligor or the Originator

as the case may be;

(s) in respect of which any revocation period has elapsed at the relevant Collateral Determination

Date and the relevant Obligor has not exercised any revocation right with respect to the

relevant Receivables Contract or any agreements linked to such Receivable Contract; and

(t) in respect of which the Obligor or any other person (whether or not an agent or employee of

the Originator) has not, so far as the Originator is aware, perpetrated any fraud in or in

connection with the origination or completion or performance of any Receivables Contract

and, so far as the Originator is aware, none of the documents, reports, forms and applications

made, given, drawn-up or executed in relation to such origination, completion or performance

has been given, made, drawn-up or executed in a fraudulent manner.

“Agreed Forms” means each Vehicle Sales Finance Agreement was entered into between the

Originator and the Obligor and which is in compliance with the applicable provisions of the Portuguese

consumer credit law applicable at the time of the agreement and all other applicable legal and

regulatory provisions.

“Credit and Collection Policy” means the credit and collection policy of the Originator as described

in the section headed “OVERVIEW OF THE ORIGINATOR – Credit and Collection Policy of the

Originator of this Prospectus.

“Direct Debit” means payment by the Obligor of the amounts due under an Assigned Right by

automatic deduction from a bank account of the Obligor to any with any Servicing Accounts Bank.

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“Vehicle Sales Finance Agreement” means a financing agreement the purpose of which is to finance

the purchase of a new or a used Vehicle.

Breach of Assigned Rights Warranties and Variations other than Permitted Variations

If there is a breach of any of the Assigned Rights Warranties then:

(A) if such breach is, in the opinion of the Common Representative, capable of remedy, the

Originator shall remedy such breach within 30 days after receiving written notice of such

breach from the Common Representative or the Issuer; or

(B) if, in the opinion of the Common Representative, such breach is not capable of remedy, or, if

capable of remedy, is not remedied within the 30 day period, the Originator shall repurchase or

cause a third party (the "Third Party Purchaser") to repurchase the relevant Assigned Right in

accordance with clause 10.3 (Consideration for Re-assignment) of the Receivables Sale

Agreement and article 45 of the Securitisation Law or substitute such relevant Assigned Right

in accordance with clause 14 (Assignment of Substitute Assigned Rights) of the Receivables

Sale Agreement.

The consideration payable by the Originator or a Third Party Purchaser, as the case may be, in relation

to the repurchase of a relevant Assigned Right will be an amount equal to the aggregate of: (a) the

Principal Outstanding Balance of the relevant Purchased Receivable as at the date of re-assignment of

such Assigned Rights, (b) an amount equal to all other amounts due on or before the date of re-

assignment in respect of the relevant Assigned Rights and its related Receivables Contract, and (c) the

properly incurred costs and expenses of the Issuer incurred in relation to such re-assignment.

If an Assigned Right expressed to be included in the Receivables Portfolio has never existed or has

ceased to exist so that it is not outstanding on the date on which it would be due to be re-assigned, the

Originator shall, on demand, indemnify the Issuer against any and all liabilities suffered by the Issuer

by reason of the breach of the relevant Assigned Rights Warranty.

Pursuant to the Receivables Sale Agreement, the Originator may be required to assign Substitute

Assigned Rights to the Issuer pursuant to paragraph (B) of clause 10.2 (Consequences of breach) of the

Receivables Sale Agreement or clause 9 (No Material Term Variation of Receivables Contract) of the

Receivables Servicing Agreement.

Substitute Assigned Rights will be required to meet the original eligibility criteria for the inclusion of

Assigned Rights in the Receivables Portfolio and all the following additional requirements:

If there is a breach of any other representations and warranties and the Issuer has suffered a loss, the

Originator has an obligation to pay a compensation payment to the Issuer in respect of such loss.

Undertakings for the Retained Interest

In the Receivables Sale Agreement, the Originator will undertake the following in relation to Articles

405 to 410 of the CRR, Article 51 of the AIFMR and Notice 9/2010:

(a) to retain the Retained Interest, as selected at the Closing Date, until the Principal Amount

Outstanding of the Notes is reduced to zero;

(b) if there is an increase in the Receivables Portfolio, to increase the retention to a level of not

less than 5 per cent. of the Receivables Portfolio after such increase;

(c) to confirm to the Issuer and Transaction Manager on each date on which a Monthly Servicing

Report is delivered that it continues to hold the Retained Interest;

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(d) to provide notice to the Issuer, the Common Representative and the Transaction Manager as

soon as practicable in the event it no longer holds the Retained Interest;

(e) that at the Closing Date there are no arrangements pursuant to which the Retained Interest will

decline over time materially faster than the Receivables transferred to the Issuer and to ensure

that this will be the case;

(f) not to reduce its credit exposure to the Retained Interest either through hedging or the sale of

all or part of the Retained Interest whilst any of the Notes are outstanding;

(g) to provide, or procure that the Servicer shall provide to the Issuer, the Common

Representative and the Transaction Manager such information as may be reasonably required

by the Noteholders to be included in the Transaction Manager Report to enable such

Noteholders to comply with their obligations pursuant to the CRR, Article 51 of the AIFMR

and Notice 9/2010; and

(h) to provide the Servicer such information as may be reasonably required by the Noteholders to

be included in the Transaction Manager Report, in order to enable such Noteholders to comply

with their obligations pursuant to the CRR, Article 51 of the AIFMR and Notice 9/2010.

Applicable law and jurisdiction

The Receivables Sale Agreement and all non-contractual obligations arising out or in connection

therewith will be governed by and construed in accordance with the laws of the Portuguese Republic.

The judicial courts of Lisbon will have exclusive jurisdiction to hear any disputes that may arise in

connection therewith.

Receivables Servicing Agreement

Servicing and Collection of Receivables

Pursuant to the terms of the Receivables Servicing Agreement, the Issuer will appoint the Servicer joint

and severally to provide certain services relating to the servicing of the Assigned Rights and the

collection of the Receivables in respect of such Assigned Rights (the "Services").

Sub-Contractors

The Servicer may appoint any of their Group companies as their sub-contractors and may appoint any

other person as their sub-contractors to carry out certain of the services subject to certain conditions

specified in the Receivables Servicing Agreement but the Servicer shall remain fully liable for the acts

or omissions of any such delegate. In certain circumstances the Issuer may require the Servicer to

assign any rights which it may have against a sub-contractor.

Servicer’ Duties

The duties of the Servicer will be set out in the Receivables Servicing Agreement, and will include, but

not be limited to:

(a) servicing and administering the Assigned Rights, including, but not limited to determining

interest amounts and principal amounts of each Collection;

(b) implementing the enforcement procedures in relation to defaulted Assigned Rights and

undertaking enforcement proceedings in respect of any Obligors which may default on their

obligations under the relevant Receivables Contract;

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(c) complying with its customary and usual servicing procedures for servicing comparable

consumer loans, auto loans and auto leases in accordance with its policies and procedures

relating to its consumer lending business;

(d) servicing and administering the cash amounts received in respect of the Assigned Rights

including (i) instructing the Servicing Account Banks to transfer Collections into the Master

Servicing Account and (ii) directing the Master Servicing Account Bank to transfer to the

Payment Account all such amounts.

(e) preparing periodic reports for submission to the Issuer and the Transaction Manager in relation

to the Receivables Portfolio in an agreed form including reports on delinquency and default

rates;

(f) collecting amounts due in respect of the Receivables Portfolio;

(g) setting interest rates applicable to the Receivables Contracts; and

(h) administering relationships with the Obligors.

The Servicer will undertake to prepare and submit to the Issuer and to the Transaction Manager, within

8 (eight) Lisbon Business Days after the relevant Calculation Date at the end of such Calculation

Period in each calendar month, the Monthly Servicing Report containing information as to the

Receivables Portfolio and Collections in respect of the preceding Collection Period.

Collections and Transfers to the Payment Account

The Servicer has undertaken in the Receivables Servicing Agreement to identify Collections paid into

the Servicing Accounts or otherwise received or collected in cash or by cheque as soon as possible

after payment, receipt or collection, and in any case, irrespective of method of payment, receipt or

collection, no later than 2 (two) Business Days after payment, receipt or collection

The Servicer has also undertaken that it shall give instructions to the Servicing Account Banks to

ensure that Collections paid into the relevant Servicing Account and identified by the Servicer until

2:30 p.m. (Lisbon time) on any particular Lisbon Business Day are on such Lisbon Business Day of

identification paid into the Master Servicing Account no later than 3.00 p.m. of such Lisbon Business

Day.

The Servicer has undertaken that it will direct the Master Servicing Account Bank to transfer to the

Payment Account all amounts which have been so identified and paid into the Master Servicing

Account no later than 1 (one) Business Day following such identification and payment.

As part of the Collections are effected through the direct debit system (the “SDD”), it should be noted

that Aviso of the Bank of Portugal no. 3/2014 of 21 July introduced the SDD in Portugal, which added

new functionalities to the collection procedures used previously within the Portuguese financial

system.

The SDD provides a rigorous statement of the rights and obligations of the parties involved, i.e.,

creditors, debtors and credit institutions that provide collection services. Additionally, it provides the

standardization of the system allowing a creditor to use the same layout in all the collection files that

are sent to the various collection banks as well as the ability to instruct a bank to effect collections

through debits on bank accounts.

Variations of Receivables

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The Servicer covenants that it shall not agree to any amendment, variation or waiver of any Material

Term in a Receivables Contract other than (i) a Permitted Variation or (ii) a variation made while

Enforcement Procedures are being taken against such Assigned Right.

The Servicer further covenants that it will at any time only agree to any such amendment, variation or

waiver (other than a permitted variation on a variation within an Enforcement Procedure) if:

(a) such amendment, variation or waiver arises from circumstances that do not relate to the

solvency or ability to pay of the respective Obligor; and

(b) such amendment, variation or waiver is based on changes to the prevailing market conditions,

including more favourable offers regarding the Obligor’s Material Terms by competing entities

(whether in relation to specific terms or as a package) or changes to applicable laws and

regulations;

In the event that the Servicer agrees, under clause 9 (No Material Term Variation of Receivables

Contract) of the Receivables Servicing Agreement, to an amendment, variation or waiver to a

Receivables Contract that is not otherwise permitted: (i) where the Servicer is no longer the Originator,

the Servicer shall immediately notify the Originator of such a determination; and (ii) the Originator

shall, within 30 days of such amendment, variation or waiver being made, subject to provisions of

clause 10.3 (Consideration for Re-assignment) of the Receivables Sale Agreement, pay an amount in

cash to the Issuer for the repurchase of the Assigned Rights in respect of such Receivables Contract or

substitute the Assigned Right in question with a Substitute Assigned Right (in accordance with the

provisions of clause 14 (Assignment of Substitute Assigned Rights) of the Receivables Sale Agreement.

Servicing Fees

The Servicer will, on each Interest Payment Date, receive a servicing fee monthly in arrears from the

Issuer calculated by reference to the Principal Outstanding Balance of the Purchased Receivables as at

the first day of the relevant Collection Period.

Representations and Warranties

The Servicer will make certain representations and warranties to the Issuer in accordance with the

terms of the Receivables Servicing Agreement relating to itself and any subcontracted Servicer and its

entering into the relevant Transaction Documents to which it is a party.

Covenants of the Servicer

The Servicer will be required to make positive and negative covenants in favour of the Issuer in

accordance with the terms of the Receivables Servicing Agreement relating to itself and any

subcontracted Servicer and its entering into the relevant Transaction Documents to which they are a

party.

Servicer Event

The occurrence of a Servicer Event leading to the replacement of the Servicer or a Notification Event

will not, of itself, constitute an Event of Default under the Conditions.

The following events will be "Servicer Events" under the Receivables Servicing Agreement, the

occurrence of which will entitle the Issuer, to serve a notice on the Servicer (a "Servicer Event

Notice"):

(a) default is made by the Servicer in ensuring the payment on the due date of any payment

required to be made under the Receivables Servicing Agreement and such default continues

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unremedied for a period of 3 (three) Business Days after the earlier of such Servicer becoming

aware of the default or receipt by such Servicer of written notice from the Issuer requiring the

default to be remedied; or

(b) without prejudice to clause (a) above:

(i) default is made by such Servicer in the performance or observance of any of its other

covenants and obligations under the Receivables Servicing Agreement; or

(ii) any of the Servicer’ Warranties (as defined in the Receivables Servicing Agreement)

made by such Servicer is untrue, incomplete or incorrect; or

(iii) any certification or statement made by such Servicer in any certificate or other

document delivered pursuant to the Receivables Servicing Agreement proves to be

untrue,

and in each case (1) such default or such warranty, certification or statement is untrue,

incomplete or incorrect could reasonably be expected to have a Material Adverse Effect and (2)

(if such default is capable of remedy) such default continues unremedied for a period of 30

(thirty) Business Days after the earlier of the Servicer becoming aware of such default and

receipt by such Servicer of written notice from the Issuer requiring the same to be remedied; or

(c) it is or will become unlawful for such Servicer to perform or comply with any of its material

obligations under the Receivables Servicing Agreement; or

(d) if such Servicer is prevented or severely hindered for a period of 30 (thirty) days or more from

complying with its obligations under the Receivables Servicing Agreement as a result of a

Force Majeure Event;

(e) any Insolvency Event occurs in relation to such Servicer;

(f) a material adverse change occurs in the financial condition of such Servicer since the date of

the latest audited financial statements of such Servicer which, in the opinion of the Issuer,

impairs due performance of the obligations of such Servicer under the Receivables Servicing

Agreement; and/or

(g) the Bank of Portugal intervenes under Title VIII of Decree-Law no. 298/92 of 31 December (as

amended) into the regulatory affairs of such Servicer where such intervention could lead to the

withdrawal by the Bank of Portugal of such Servicer's authorisation to carry on its business.

“Force Majeure Event” means an event beyond the reasonable control of the person affected

including, without limitation, general strike, lock-out, labour dispute, act of God, war, riot, civil

commotion, malicious damage, accident, breakdown of plant or machinery, computer software,

hardware or system failure, fire, flood and/or storm and other circumstances affecting the supply of

goods or services;

After receipt by the Servicer of a Servicer Event Notice but prior to the delivery of a notice terminating

the appointment of the Servicer under the Receivables Servicing Agreement (the "Servicer

Termination Notice"), such Servicer shall, inter alia:

(a) hold to the order of the Issuer the records relating to the Assigned Rights, the Servicer Records

and the Transaction Documents held by such Servicer;

(b) hold to the order of the Issuer any monies then held by such Servicer on behalf of the Issuer

together with any other Assigned Rights of the Issuer;

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(c) other than as the Issuer may direct, continue to perform all of the Services (unless prevented by

any Portuguese law or any applicable law) until the date specified in the Servicer Termination

Notice;

(d) take such further action, in accordance with the terms of the Receivables Servicing Agreement,

as the Issuer may reasonably direct in relation to such Servicer’s obligations under the

Receivables Servicing Agreement, including, if so requested, giving notice to the Obligors and

providing such assistance as may be necessary to enable the Services to be performed by a

successor Servicer; and

(e) stop taking any such action under the terms of the Receivables Servicing Agreement as the

Issuer may direct, including, the collection of the Receivables into the relevant Servicing

Account and transfers to the Payment Account, communication with Obligors or dealing with

the Assigned Rights.

At any time after the delivery of a Servicer Event Notice, the Issuer may deliver a Servicer Termination

Notice to the Servicer, the effect of which will be to terminate such Servicer’s appointment from the

date specified in such notice and from such date, inter alia:

(a) all authority and power of such retiring Servicer under the Receivables Servicing Agreement

shall be terminated and shall be of no further effect;

(b) such retiring Servicer shall no longer hold itself out in any way as the agent of the Issuer

pursuant to the Receivables Servicing Agreement; and

(c) the rights and obligations of such retiring Servicer and any obligations of the Issuer and the

Originator to such retiring Servicer shall cease but such termination shall be without prejudice

to, inter alia:

(i) any liabilities or obligations of such retiring Servicer to the Issuer or the Originator or

any successor Servicer incurred on or before such date;

(ii) any liabilities or obligations of the Issuer or the Originator to such retiring Servicer

incurred before such date;

(iii) any obligations relating to computer systems referred to in Paragraph 26 (Computer

Systems) of Schedule 1 (Services to be provided by the Servicer) of the Receivables

Servicing Agreement;

(iv) such retiring Servicer’s obligation to deliver documents and materials; and

(v) the duty to provide assistance to the successor Servicer as required to safeguard its

interests or its interest in the Assigned Rights.

Upon the delivery of a Servicer Event Notice to the Servicer following the occurrence of an Insolvency

Event of such Servicer, a Servicer Termination Notice will be assumed to be delivered by the Issuer to

the Servicer as of the date specified in the Servicer Event Notice, and the appointment of the Servicer

will be terminated as of such date. In this case, the appointment of the Successor Servicer shall be

effective as of the date specified in the Servicer Event Notice.

Notice of Breach

The Servicer will, as soon as practicable, upon becoming aware of:

(a) any breach of the Originator’s Warranty;

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(b) the occurrence of a Servicer Event; or

(c) any breach by a Sub-contractor pursuant to clause 6.3 (Events requiring assignment of rights

against Sub-contractor) of the Receivables Servicing Agreement;

notify the Issuer, the Common Representative and the Transaction Manager of the occurrence of any

such event and do all other things and make all such arrangements as are permitted and necessary

pursuant to such Transaction Document in relation to such event.

Termination

The appointment of the Servicer will continue (unless otherwise terminated earlier by the Issuer) until

the Final Discharge Date when the obligations of the Issuer under the Transaction Documents will be

discharged in full. The Issuer may terminate the Servicer’s appointment provided that it shall not have

an adverse effect on the ratings of the Class A Notes then applicable, upon the occurrence of a Servicer

Event by delivering a Servicer Termination Notice in accordance with the provisions of the


Back-up Servicer

In the event that (i) CA Consumer Finance is downgraded below BBB- by DBRS or S&P; or (ii) CA

Consumer Finance ceases to hold, directly or indirectly, at least 95 (ninety five) per cent of the share

capital of Credibom, the Servicer (acting on behalf of the Issuer) or the Issuer (if the Servicer fails to

do so) undertakes to within 60 Business Days from the occurrence of any such events, appoint a Back-

up Servicer which shall on an unconditional basis undertake to perform the Services under and in

accordance with the Transaction Documents and to be appointed as the Successor Servicer of all the

Servicers immediately upon the occurrence of a Servicer Event. The appointment of such entity will

require the prior written approval of each of the CMVM and the Common Representative and prior

notification to the Rating Agencies. The Servicer and the Issuer undertake to cooperate in connection

with the appointment of the Back-up Servicer.

Prior to the delivery of a Servicer Event Notice, the Back-up Servicer will be required to, while

Credibom is still acting as Servicer:

(a) establish preliminary procedures for the transfer of servicing functions and furnish a

summarised description of such preliminary procedures to the Issuer up to the first anniversary

date of the signature of the Receivables Servicing Agreement;

(b) initial and periodic (on a yearly basis, up to each anniversary date of the signature of the

Receivables Servicing Agreement) onsite reviews of the Servicer’s operations; and

(c) conduct initial mapping and periodic (on a yearly basis, up to each anniversary date of the

signature of the Receivables Servicing Agreement) updates of the Servicer’s data systems.

After the delivery of a Servicer Event Notice (without prejudice to the functions to be carried out by

the original Servicer until the delivery of a Servicer Termination Notice), the Back-up Servicer will be

immediately required to perform the Services in accordance with the terms of all of the provisions of

the Receivables Servicing Agreement (except clause 15 (Servicer Fees) thereof) and including the

Services set out in Schedule 1 (Services to be provided by the Servicer) to the Receivables Servicing

Agreement, providing a warm up period of 90 (ninety) days as from the Servicer Termination Notice is

observed for the Back-up Servicer to fully undertake such functions and discharge the corresponding

duties.

Servicer indemnity

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The Servicer shall hold indemnified the Issuer against all Liabilities suffered or incurred by the Issuer

arising as a result of any Breach of Duty by the Servicer or Sub-contractor in relation to the

performance of their obligations under the Receivables Servicing Agreement.


The Receivables Servicing Agreement and all non-contractual obligations arising out or in connection

therewith will be governed by and construed in accordance with the laws of the Portuguese Republic.

The judicial courts of Lisbon will have exclusive jurisdiction to hear any disputes that may arise in


Common Representative Appointment Agreement

On the Closing Date, the Issuer and the Common Representative will enter into an agreement setting

forth the form and Terms and Conditions of the Notes and providing for the appointment of the

Common Representative as common representative of the Noteholders for the Notes pursuant to article

65 of the Securitisation Law and articles 357 to 359 of Código das Sociedades Comerciais (enacted by

Decree-Law no. 262/86, dated 02 September, as amended from time to time, the “Portuguese

Companies Code”).

Pursuant to the Common Representative Appointment Agreement, the Common Representative will

agree to act as Common Representative of the Noteholders in accordance with the provisions set out

therein and the terms of the Conditions. The Common Representative shall have among other things

the power:

(a) to exercise in the name and on behalf of the Noteholders all the rights, powers, authorities and

discretions vested on the Noteholders or on it (in its capacity as the common representative of

the Noteholders pursuant to article 65 of the Securitisation Law) at law, under the Common

Representative Appointment Agreement or under any other Transaction Document;

(b) to start any action in the name and on behalf of the Noteholders in any proceedings;

(c) to enforce or execute in the name and on behalf of the Noteholders any Resolution passed by a

Meeting of the Noteholders; and

(d) to exercise, in its name and on its behalf, the rights of the Issuer under the Transaction

Documents pursuant to the terms of the Co-ordination Agreement.

The rights and obligations of the Common Representative are set out in the Common Representative

Appointment Agreement and include, but are not limited to:

(a) determining whether, in its opinion, any proposed modification to the Notes or the Transaction

Documents is materially prejudicial to the interest of any of the Noteholders and the

Transaction Creditors;

(b) giving any consent required to be given in accordance with the terms of the Transaction

Documents;

(c) waiving certain breaches of the terms of the Notes or the Transaction Documents on behalf of

the holders of the Notes; and

(d) determining certain matters specified in the Common Representative Appointment Agreement,

including any questions in relation to any of the provisions therein.

66

In addition, the Common Representative may, at any time without the consent or sanction of the

Noteholders or any other Transaction Creditor, concur with the Issuer and any other relevant

Transaction Party in making (A) any modification to the Notes or the Transaction Documents in

relation to which the consent of the Common Representative is required (other than in respect of a

Reserved Matter or any provisions of the Notes, the Common Representative Appointment Agreement

or any Transaction Document referred into the definition of Reserved Matter) which, in the reasonable

opinion of the Common Representative will not be materially prejudicial to the interests of (i) the

holders of the Most Senior Class of Notes then outstanding and (ii) any of the Transaction Creditors

unless in the case of (ii) such Transaction Creditors have given their prior written consent to any such

modification, and (B) any modification, other than a modification in respect of a Reserved Matter, to

any provision of the Notes, the Common Representative Appointment Agreement or any of the

Transaction Documents in relation to which the consent of the Common Representative is required, if,

in the opinion of the Common Representative, such modification is of a formal, minor, administrative

or technical nature, or is made to correct a manifest error or an error which, in the reasonable opinion

of the Common Representative, is proven provided that such changes have always been previously

notified to the Rating Agencies.

Remuneration of the Common Representative

The Issuer shall pay to the Common Representative remuneration for its services as Common

Representative as from the date of the Common Representative Appointment Agreement, such

remuneration to be at such rate as may from time to time be agreed between the Issuer and the

Common Representative. Such remuneration shall accrue from day to day and be payable in

accordance with the Payment Priorities until the powers, authorities and discretions of the Common

Representative are discharged.

In the event of the occurrence of an Event of Default the Issuer agrees that the Common Representative

shall be entitled to be paid additional remuneration which may be calculated at its normal hourly rates

in force from time to time or, in any other case, if the Common Representative considers it expedient or

necessary or is requested by the Issuer to undertake duties which the Common Representative and the

Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the

Common Representative under the Common Representative Appointment Agreement, the Issuer shall

pay to the Common Representative such additional remuneration as shall be agreed between them (and

which may be calculated at the Common Representative’s normal hourly rates in force from time to

time).

The rate of remuneration in force from time to time may, upon the final redemption of the whole of the

Notes in a Class, be reduced by an amount as may from time to time be agreed between the Issuer and

the Common Representative. Such reduction in remuneration shall be calculated from the date

following such final redemption.

Retirement of the Common Representative

The Common Representative may retire at any time upon giving not less than three calendar months

notice in writing to the Issuer without assigning any reason therefor and without being responsible for

any Liabilities occasioned by such retirement. The retirement of the Common Representative shall not

become effective until the appointment of a new Common Representative. In the event of the Common

Representative giving notice under the Common Representative Appointment Agreement, the Issuer

shall use its best endeavours to find a substitute common representative and prior to the expiry of the

three calendar months notice period the Common Representative shall convene a Meeting for

appointing such person as the new common representative.

Termination of the Common Representative

67

The Noteholders may at any time, by means of resolutions passed in accordance with the relevant

terms of the Conditions and the Common Representative Appointment Agreement remove the

Common Representative and appoint a new common representative provided that 20 days prior written

notice is given to the Common Representative.


The Common Representative Appointment Agreement and all non-contractual obligations arising out

or in connection therewith will be governed by and construed in accordance with Portuguese law. The

courts of Lisbon will have exclusive jurisdiction to hear and determine any disputes that may arise in


Payment Account Agreement

On or about the Closing Date, the Issuer, the Common Representative, the Transaction Manger and the

Payment Account Bank will enter into a Payment Account Agreement pursuant to which the Payment

Account Bank will agree to open and maintain the Payment Account which are held in the name of the

Issuer and provide the Issuer with certain services in connection with account handling and reporting

requirements in relation to the monies from time to time standing to the credit of the Payment Account.

The Payment Account Bank will pay interest on the amounts standing to the credit of the Payment

Account.

The Payment Account Bank will agree to comply with any directions given by the Transaction

Manager (acting on behalf of the Issuer), the Issuer or the Common Representative in relation to the

management of the Payment Account.


The Payment Account Agreement and all non-contractual obligations arising out or in connection

therewith will be governed by and construed in accordance with French law. The courts of France will

have exclusive jurisdiction to hear and determine any disputes that may arise in connection therewith.

Cash Reserve Account Agreement

On or about the Closing Date, the Issuer, the Common Representative, the Transaction Manager and

the Cash Reserve Account Bank will enter into a Cash Reserve Account Agreement pursuant to which

the Cash Reserve Account Bank will agree to open and maintain the Cash Reserve Account which are

held in the name of the Issuer and provide the Issuer with certain services in connection with account

handling and reporting requirements in relation to the monies from time to time standing to the credit

of the Cash Reserve Account. The Cash Reserve Account Bank will pay interest on the amounts

standing to the credit of the Cash Reserve Account.

The Cash Reserve Account Bank will agree to comply with any directions given by the Transaction

Manager (acting on behalf of the Issuer), the Issuer, or the Common Representative in relation to the

management of the Cash Reserve Account.


The Cash Reserve Account Agreement and all non-contractual obligations arising out or in connection

therewith will be governed by and construed in accordance with French law. The courts of France will

have exclusive jurisdiction to hear and determine any disputes that may arise in connection therewith.

Co-ordination Agreement

68

On the Closing Date, the Issuer, the Originator, the Servicer, the Transaction Manager, the Payment

Account Bank, the Cash Reserve Account Bank, the Paying Agent, the Agent Bank and the Common

Representative will enter into the Co-ordination Agreement pursuant to which the parties (other than

the Common Representative) will be required, subject to Portuguese law, to give certain information

and notices to and give due consideration to any request from or opinion of the Common

Representative in relation to certain matters regarding the Receivables Portfolio, the Originator and its

obligations under the Receivables Sale Agreement, the Servicer and its obligations under the


Pursuant to the terms of the Co-ordination Agreement, the Common Representative Appointment

Agreement, the Terms and Conditions of the Notes and the relevant provisions of the Securitisation

Law, the Common Representative shall, following the delivery of an Enforcement Notice, act in the

name and on behalf of the Issuer in connection with the Transaction Documents and in accordance with

the Co-ordination Agreement.

Pursuant to the terms of the Co-ordination Agreement, the Common Representative will have the

benefit of the Originator’s Warranties and the Servicer’s Warranties made by the Originator and the

Servicer in the Receivables Sale Agreement and the Receivables Servicing Agreement, respectively.

The Issuer will authorise the Common Representative to exercise the rights provided for in the Co-

ordination Agreement and the Originator and the Servicer will acknowledge such authorisation therein.


The Co-ordination Agreement and all non-contractual obligations arising out or in connection

therewith will be governed by and construed in accordance with Portuguese law. The Courts of Lisbon

will have exclusive jurisdiction to hear any disputes that may arise in connection therewith.

Transaction Management Agreement

On the Closing Date, the Issuer, the Transaction Manager, the Payment Account Bank, the Cash

Reserve Account Bank and the Common Representative will enter into the Transaction Management

Agreement pursuant to which each of the Issuer and the Common Representative (according to their

respective interests) will appoint the Transaction Manager to perform transaction management's duties,

including:

(a) operating the Payment Account, the Cash Reserve Account and the Class A Principal

Deficiency Ledger in such a manner as to enable the Issuer to perform its financial obligations

pursuant to the Notes and the Transaction Documents;

(b) providing the Issuer and the Common Representative with certain cash management,

calculation, notification and reporting information in relation to the Payment Account, the Cash

Reserve Account and the Class A Principal Deficiency Ledger;

(c) maintaining adequate records to reflect all transactions carried out by or in respect of the

Payment Account, the Cash Reserve Account and the Class A Principal Deficiency Ledger; and

(d) on the instruction of the Issuer, investing, on a non-discretionary basis, the funds credited to the

Payment Account and the Cash Reserve Account in Authorised Investments in accordance with

the terms and conditions of the Transaction Management Agreement. All references in this

Prospectus to payments or other procedures to be made by the Issuer shall, whenever the same

are obligations of the Transaction Manager under the Transaction Management Agreement, be

understood as payments or procedures that shall be performed by the Transaction Manager on

behalf of the Issuer.

69

The Transaction Manager will receive a fee to be paid on a monthly basis in arrears on each Interest

Payment Date in accordance with the Pre-Enforcement Interest Payment Priorities.


The Transaction Management Agreement and all non-contractual obligations arising out or in

connection therewith will be governed by and construed in accordance with English law. The courts of

England have exclusive jurisdiction to hear and determine any disputes that may arise in connection

therewith.

70

ESTIMATED WEIGHTED AVERAGE LIVES OF THE NOTES AND ASSUMPTIONS

Weighted average life refers to the average amount of time that will elapse from the date of issuance of a

security to the date of distribution to the investor of amounts distributed in reduction of principal of such

security. The weighted average lives of the Notes will be influenced by, among other things, the rate at

which the Principal Component of the Assigned Rights is paid, which may be in the form of scheduled

amortisation, prepayments, or enforcement proceeds.

The model used in this Prospectus for the Assigned Rights in the Receivables Portfolio uses an assumed

constant per annum rate of prepayment ("CPR") each month relative to the then principal outstanding

balance of a pool of receivables. CPR does not purport to be either an historical description of the

prepayment experience of any pool of receivables or a prediction of the expected rate of prepayment of

any receivables, including the Assigned Rights to be included in the Receivables Portfolio.

The following tables have been prepared on the basis of certain assumptions as described below regarding

the characteristics of the Assigned Rights in the Receivables Portfolio and the performance thereof. The

tables assume, among other things, that:

(a) as of the Closing Date, the Assigned Rights in the Initial Receivables Portfolio consist of 81,721

Purchased Receivables having a total Principal Outstanding Balance of €639,999,743;

(b) the initial Principal Amount Outstanding of the Class A Notes is €500,000,000;

(c) the Originator does not repurchase any Assigned Rights in the Receivables Portfolio;

(d) there are no delinquencies or Deemed Principal Losses on the Assigned Rights in the Receivables

Portfolio;

(e) no debit balance on the Class A Principal Deficiency Ledger arises;

(f) no Assigned Right in the Receivables Portfolio is sold by the Issuer;

(g) principal payments on the Notes will be received on 25 of August 2018 and thereafter monthly in

arrears on the 25th

day of each month in each calendar year;

(h) the Notes are redeemed at their Principal Amount Outstanding on the Interest Payment Date

following the Interest Payment Date on which the aggregate Principal Amount Outstanding of the

Securitisation Notes is less than or equal to 10 (ten) per cent. of the initial aggregate Principal

Amount Outstanding of the Notes;

(i) the Receivables Portfolio is purchased by the Issuer and the Notes are issued on the Closing Date;

(j) the interest rate payable on all Receivables stays constant at their current level;

(k) every Interest Period is exactly one months; and

(l) Act/Act day count convention is applicable.

The actual characteristics and performance of the Assigned Rights in the Receivables Portfolio will differ

from the assumptions used in constructing the tables set forth below. The tables are hypothetical in nature

and are provided only to give a general sense of how the principal cash flows might behave under varying

prepayment scenarios. For example, it is not expected that the Assigned Rights in the Receivables

Portfolio will prepay at a constant rate until maturity, that all of the Assigned Rights in the Receivables

Portfolio will prepay at the same rate, that interest rates will remain constant or that there will be no

delinquencies or losses on the Assigned Rights in the Receivables Portfolio. Moreover, the diverse

71

remaining terms to maturity of the Purchased Receivables could produce slower or faster principal

distributions than indicated in the tables at the various percentages of CPR specified, even if the weighted

average remaining of the Purchased Receivables is as assumed. Any difference between such assumptions

and the actual characteristics and performance of the Assigned Rights in the Receivables Portfolio, or

actual prepayment or loss experience, will affect the percentages of the initial amount outstanding over

time and the weighted average life of the Class A Notes.

The weighted average lives shown below were determined by (i) multiplying the net reduction, if any, of

the Principal Amount Outstanding of the Class A Notes by the number of years from the date of issuance

of the Class A Notes to the related Interest Payment Date, (ii) adding the results and (iii) dividing the sum

by the aggregate of the net reductions of the Principal Amount Outstanding described in (i) above.

Subject to the foregoing discussion and assumptions, the following tables indicate the weighted average

life of the Class A Notes and the percentages of the initial Principal Amount Outstanding of the Class A

Notes after each Interest Payment Date at the specified CPR percentages.

Class A Notes

CPR Weighted

Average Life (in years)

First Principal Payment Date

Last Principal Payment Date

0.0% 4.99 Aug-18 Dec-22

5.0% 4.74 Aug-18 Jul-22

10.0% 4.54 Aug-18 Feb-22

15.0% 4.36 Aug-18 Oct-21

20.0% 4.22 Aug-18 Jun-21

25.0% 4.09 Aug-18 Mar-21

30.0% 3.98 Aug-18 Dec-20

35.0% 3.88 Aug-18 Sep-20

72

Percentage of Original Principal Amount Outstanding

of the Class A Notes at the Specified CPR Percentages

(With/ Without Optional Redemption on the Clean-Up Call Date)

Class A Principal Amount Outstanding

Month 0%

CPR 5%

CPR 10% CPR

15% CPR

20% CPR

25% CPR

30% CPR

35% CPR

Jul-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Aug-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Sep-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Oct-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Nov-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Dec-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jan-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Feb-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Mar-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Apr-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

May-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jun-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jul-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Aug-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Sep-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Oct-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Nov-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Dec-16 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jan-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Feb-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Mar-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Apr-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

May-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jun-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jul-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Aug-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Sep-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Oct-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Nov-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Dec-17 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jan-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Feb-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Mar-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Apr-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

May-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jun-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Jul-18 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Aug-18 97.60% 97.06% 96.50% 95.91% 95.29% 94.63% 93.92% 93.17%

Sep-18 95.18% 94.13% 93.04% 91.89% 90.68% 89.41% 88.07% 86.65%

Oct-18 92.78% 91.24% 89.64% 87.97% 86.23% 84.40% 82.48% 80.45%

Nov-18 90.39% 88.38% 86.30% 84.15% 81.90% 79.56% 77.12% 74.55%

Dec-18 88.01% 85.56% 83.03% 80.42% 77.71% 74.91% 71.99% 68.95%

Jan-19 85.64% 82.77% 79.81% 76.77% 73.65% 70.42% 67.08% 63.62%

Feb-19 83.29% 80.01% 76.66% 73.23% 69.71% 66.10% 62.39% 58.56%

73

Mar-19 80.95% 77.29% 73.56% 69.77% 65.89% 61.94% 57.90% 53.76%

Apr-19 78.63% 74.60% 70.53% 66.39% 62.20% 57.94% 53.60% 49.19%

May-19 76.32% 71.96% 67.55% 63.11% 58.62% 54.08% 49.50% 44.86%

Jun-19 74.03% 69.35% 64.64% 59.91% 55.16% 50.38% 45.58% 40.75%

Jul-19 71.76% 66.77% 61.78% 56.79% 51.81% 46.82% 41.83% 36.84%

Aug-19 69.50% 64.23% 58.98% 53.76% 48.56% 43.39% 38.25% 33.14%

Sep-19 67.26% 61.73% 56.24% 50.81% 45.43% 40.10% 34.84% 29.63%

Oct-19 65.04% 59.27% 53.56% 47.94% 42.40% 36.94% 31.58% 26.30%

Nov-19 62.85% 56.84% 50.94% 45.15% 39.47% 33.91% 28.47% 23.15%

Dec-19 60.67% 54.46% 48.38% 42.44% 36.64% 30.99% 25.50% 20.17%

Jan-20 58.52% 52.11% 45.87% 39.80% 33.91% 28.19% 22.67% 17.34%

Feb-20 56.38% 49.80% 43.41% 37.24% 31.26% 25.51% 19.97% 14.66%

Mar-20 54.26% 47.52% 41.01% 34.74% 28.71% 22.93% 17.40% 12.12%

Apr-20 52.17% 45.28% 38.67% 32.32% 26.25% 20.46% 14.94% 9.72%

May-20 50.09% 43.08% 36.38% 29.97% 23.87% 18.08% 12.61% 7.45%

Jun-20 48.04% 40.92% 34.14% 27.69% 21.58% 15.81% 10.38% 5.30%

Jul-20 46.01% 38.79% 31.95% 25.47% 19.37% 13.63% 8.27% 3.27%

Aug-20 44.00% 36.70% 29.81% 23.32% 17.23% 11.54% 6.25% 1.35%

Sep-20 42.02% 34.65% 27.73% 21.24% 15.17% 9.54% 4.33% 0.00%

Oct-20 40.06% 32.64% 25.70% 19.22% 13.20% 7.63% 2.51% 0.00%

Nov-20 38.13% 30.67% 23.72% 17.26% 11.29% 5.80% 0.77% 0.00%

Dec-20 36.23% 28.74% 21.79% 15.37% 9.46% 4.05% 0.00% 0.00%

Jan-21 34.34% 26.84% 19.91% 13.53% 7.69% 2.37% 0.00% 0.00%

Feb-21 32.49% 24.98% 18.07% 11.75% 5.99% 0.77% 0.00% 0.00%

Mar-21 30.65% 23.15% 16.29% 10.02% 4.35% 0.00% 0.00% 0.00%

Apr-21 28.84% 21.37% 14.55% 8.36% 2.77% 0.00% 0.00% 0.00%

May-21 27.07% 19.62% 12.86% 6.75% 1.26% 0.00% 0.00% 0.00%

Jun-21 25.33% 17.92% 11.22% 5.20% 0.00% 0.00% 0.00% 0.00%

Jul-21 23.61% 16.25% 9.63% 3.70% 0.00% 0.00% 0.00% 0.00%

Aug-21 21.93% 14.62% 8.08% 2.25% 0.00% 0.00% 0.00% 0.00%

Sep-21 20.28% 13.04% 6.58% 0.86% 0.00% 0.00% 0.00% 0.00%

Oct-21 18.66% 11.50% 5.13% 0.00% 0.00% 0.00% 0.00% 0.00%

Nov-21 17.08% 10.00% 3.73% 0.00% 0.00% 0.00% 0.00% 0.00%

Dec-21 15.53% 8.54% 2.37% 0.00% 0.00% 0.00% 0.00% 0.00%

Jan-22 14.02% 7.11% 1.06% 0.00% 0.00% 0.00% 0.00% 0.00%

Feb-22 12.54% 5.73% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Mar-22 11.09% 4.39% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Apr-22 9.68% 3.09% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

May-22 8.31% 1.83% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Jun-22 6.97% 0.60% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Jul-22 5.66% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Aug-22 4.38% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Sep-22 3.14% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Oct-22 1.94% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Nov-22 0.77% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Dec-22 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

74

USE OF PROCEEDS

Proceeds of the Notes

The gross and net proceeds of the issue of the Notes will amount to €649,982,425.78.

On or about the Closing Date, the Issuer will apply the full proceeds of the issue of the Class A Notes

(such proceeds being EUR 500,000,000) and a part of the proceeds of the issue of the Class B Notes (such

proceeds being EUR 149,982,425.78) towards payment of the Initial Purchase Price Principal Component

relating to the Initial Receivables Portfolio pursuant to the Receivables Sale Agreement.

The proceeds of the issue of the Class B Notes shall be used: (i) to pay a part of the Initial Purchase Price

Principal Component relating to the Initial Receivables Portfolio not funded through the proceeds of the

Class A Notes; (ii) the Initial Purchase Price Interest Component relating to the Initial Receivables

Portfolio; and (iii) towards the funding of the Initial Cash Reserve Amount.

The direct cost of the admission of the Class A Notes to trading on the Stock Exchange's regulated market

and the listing on the Stock Exchange will amount to €14,500.00.

75

CHARACTERISTICS OF THE ASSIGNED RIGHTS IN THE RECEIVABLES PORTFOLIO

The information set out below has been prepared on the basis of a pool of the Receivables as at Initial

Collateral Determination Date.

The Receivables Portfolio

The Initial Receivables Portfolio and each Additional Receivables Portfolio as at the relevant Collateral

Determination Date will be selected (in accordance with the criteria summarised below) from, and will

substantially comprise, a pool of Assigned Rights owned by the Originator which has the characteristics

indicated in Tables 1 to 13 below.

The Receivables Portfolio will be selected so that it complies with the Assigned Rights Warranties set out

in the Receivables Sale Agreement.

The Initial Receivables Portfolio comprises 81,721 Receivables complying with the Eligibility Criteria,

corresponding to an aggregate Principal Outstanding Balance of €639,999,743 as at 30 June 2015. Since

such date, no significantly material circumstances have affected the Initial Receivables Portfolio.

The interest rate in respect of each Purchased Receivable comprised in the Receivables Portfolio is a fixed

rate of interest.

The Receivables comprised in the Receivables Portfolio are amortising loans with instalments of both

principal and interest due every month.

Characteristics of the Initial Receivables Portfolio

As of Initial Collateral Determination Date, the following information was available in respect of the

Initial Receivables Portfolio (figures presented in €):

General overview:

Cut-Off Date 6/30/2015

Current Principal Outstanding Balance 639,999,743

Original Principal Outstanding Balance 1,037,286,796

Number of Loans 81,721

Average Current Principal Outstanding of a Loan 7,832

Weighted Average Interest Rate 9.54%

Weighted Average Original Term To Maturity (Original Number of Instalments) 92.3

Weighted Average Seasoning (Number of Instalments paid) 31.2

Weighted Average Remaining Term (Number of Instalments to be paid) 62.2

76

The Receivables Contract with one instalment in arrears included in the Initial Receivables Portfolio, as of

the Initial Collateral Determination Date, are as follows:

Instalments in arrears1

0 1 Total

Current Principal

Outstanding Balance 607,920,350 32,079,393 639,999,743

Nb of Loans 77,537 4,184 81,721

Principal Due 0 572,588 572,588

Interest Due 0 372,172 372,172

The Initial Receivables Portfolio had the aggregate characteristics indicated in Tables 1 to 13 below as at

the Initial Collateral Determination Date. Except where expressly indicated, amounts are rounded to the

nearest €1 with 50 cents being rounded upwards. This gives rise to some rounding differences in the

tables.

Table 1. Single Borrower concentration

Top 20 Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance

% of Current Principal

Outstanding Balance

1 1 0.0012% 96,509 0.0151%

2 3 0.0037% 75,010 0.0117%

3 2 0.0024% 74,285 0.0116%

4 2 0.0024% 70,414 0.0110%

5 4 0.0049% 70,122 0.0110%

6 2 0.0024% 70,095 0.0110%

7 3 0.0037% 68,487 0.0107%

8 3 0.0037% 66,183 0.0103%

9 1 0.0012% 64,964 0.0102%

10 2 0.0024% 64,009 0.0100%

11 2 0.0024% 63,447 0.0099%

12 2 0.0024% 63,329 0.0099%

13 2 0.0024% 62,181 0.0097%

14 2 0.0024% 61,491 0.0096%

15 1 0.0012% 60,914 0.0095%

16 1 0.0012% 60,423 0.0094%

17 2 0.0024% 60,341 0.0094%

18 1 0.0012% 58,653 0.0092%

19 1 0.0012% 58,254 0.0091%

20 1 0.0012% 57,513 0.0090%

1 Instalments with more than 4 days overdue.

77

Table 2. Breakdown by Original Principal Outstanding Balance

Original Principal Outstanding Balance

Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

[ 0 ; 5000 [ 7,719 9.4% 17,405,888 2.7%

[ 5000 ; 10000 [ 25,401 31.1% 118,627,183 18.5%

[ 10000 ; 15000 [ 23,132 28.3% 174,710,709 27.3%

[ 15000 ; 20000 [ 14,217 17.4% 150,511,477 23.5%

[ 20000 ; 25000 [ 6,811 8.3% 92,613,702 14.5%

[ 25000 ; 30000 [ 2,731 3.3% 46,442,047 7.3%

[ 30000 ; 35000 [ 998 1.2% 20,257,041 3.2%

[ 35000 ; 40000 [ 374 0.5% 8,725,505 1.4%

[ 40000 ; 45000 [ 144 0.2% 3,917,983 0.6%

[ 45000 ; 50000 [ 73 0.1% 2,133,391 0.3%

[ 50000 ; 55000 [ 53 0.1% 1,944,017 0.3%

[ 55000 ; 60000 [ 19 0.0% 757,299 0.1%

[ 60000 ; 65000 [ 13 0.0% 584,397 0.1%

[ 65000 ; 70000 [ 10 0.0% 385,752 0.1%

[ 70000 ; 75000 [ 13 0.0% 433,904 0.1%

[ 75000 ; 80000 [ 9 0.0% 327,233 0.1%

[ 80000 ; 85000 [ 1 0.0% 58,254 0.0%

[ 85000 ; 90000 [ 2 0.0% 67,452 0.0%

[ 100000 ; 105000 [ 1 0.0% 96,509 0.0%

Total 81,721 100.0% 639,999,743 100.0%

Min 1,182

Max 103,553

Avg 12,693

78

Table 3. Breakdown by Current Principal Outstanding Balance

Current Principal Outstanding Balance


Loans

Current Principal

Outstanding Balance


Outstanding Balance

[ 0 ; 3000 [ 16,181 19.8% 28,157,130 4.4%

[ 3000 ; 6000 [ 20,750 25.4% 92,981,234 14.5%

[ 6000 ; 9000 [ 17,268 21.1% 128,182,467 20.0%

[ 9000 ; 12000 [ 11,563 14.1% 120,066,234 18.8%

[ 12000 ; 15000 [ 7,202 8.8% 96,337,942 15.1%

[ 15000 ; 18000 [ 4,078 5.0% 66,693,872 10.4%

[ 18000 ; 21000 [ 2,225 2.7% 43,089,557 6.7%

[ 21000 ; 24000 [ 1,121 1.4% 25,060,659 3.9%

[ 24000 ; 27000 [ 595 0.7% 15,065,096 2.4%

[ 27000 ; 30000 [ 317 0.4% 8,980,769 1.4%

[ 30000 ; 33000 [ 170 0.2% 5,316,319 0.8%

[ 33000 ; 36000 [ 94 0.1% 3,230,500 0.5%

[ 36000 ; 39000 [ 53 0.1% 1,972,878 0.3%

[ 39000 ; 42000 [ 30 0.0% 1,208,303 0.2%

[ 42000 ; 45000 [ 22 0.0% 955,872 0.1%

[ 45000 ; 48000 [ 14 0.0% 645,152 0.1%

[ 48000 ; 51000 [ 17 0.0% 843,772 0.1%

[ 51000 ; 54000 [ 6 0.0% 313,674 0.0%

[ 54000 ; 57000 [ 7 0.0% 384,045 0.1%

[ 57000 ; 60000 [ 4 0.0% 231,457 0.0%

[ 60000 ; 63000 [ 2 0.0% 121,337 0.0%

[ 63000 ; 66000 [ 1 0.0% 64,964 0.0%

>= 66000 1 0.0% 96,509 0.0%

Total 81,721 100.0% 639,999,743 100.0%

Min 100

Max 96,509

Avg 7,832

79

Table 4. Breakdown by Original Term to Maturity

Original Term to Maturity (months)


Loans

Current Principal

Outstanding Balance


Outstanding Balance

[ 7 ; 14 [ 26 0.0% 66,036 0.0%

[ 14 ; 21 [ 47 0.1% 107,700 0.0%

[ 21 ; 28 [ 662 0.8% 1,616,925 0.3%

[ 28 ; 35 [ 167 0.2% 440,916 0.1%

[ 35 ; 42 [ 2,871 3.5% 9,151,190 1.4%

[ 42 ; 49 [ 5,726 7.0% 23,294,368 3.6%

[ 49 ; 56 [ 747 0.9% 3,073,344 0.5%

[ 56 ; 63 [ 14,965 18.3% 74,598,602 11.7%

[ 63 ; 70 [ 152 0.2% 908,496 0.1%

[ 70 ; 77 [ 11,668 14.3% 72,941,814 11.4%

[ 77 ; 84 [ 125 0.2% 991,792 0.2%

[ 84 ; 91 [ 12,693 15.5% 96,006,205 15.0%

[ 91 ; 98 [ 15,578 19.1% 136,790,006 21.4%

[ 98 ; 105 [ 58 0.1% 615,920 0.1%

[ 105 ; 112 [ 1,022 1.3% 12,947,548 2.0%

[ 112 ; 119 [ 22 0.0% 246,487 0.0%

[ 119 ; 126 [ 15,192 18.6% 206,202,395 32.2%

Total 81,721 100.0% 639,999,743 100.0%

Min 11.0

Max 121.0

Avg 82.1

WA 92.3

80

Table 5. Breakdown by Remaining Term to Maturity

Remaining Term (months)


Loans

Current Principal

Outstanding Balance


Outstanding Balance

[ 0 ; 6 [ 2,896 3.5% 2,162,999 0.3%

[ 6 ; 12 [ 4,910 6.0% 8,421,462 1.3%

[ 12 ; 18 [ 5,477 6.7% 15,232,178 2.4%

[ 18 ; 24 [ 5,735 7.0% 21,517,926 3.4%

[ 24 ; 30 [ 6,022 7.4% 28,411,973 4.4%

[ 30 ; 36 [ 6,449 7.9% 36,622,983 5.7%

[ 36 ; 42 [ 6,751 8.3% 44,993,904 7.0%

[ 42 ; 48 [ 6,840 8.4% 51,014,510 8.0%

[ 48 ; 54 [ 6,563 8.0% 54,511,753 8.5%

[ 54 ; 60 [ 6,123 7.5% 56,006,947 8.8%

[ 60 ; 66 [ 4,513 5.5% 47,870,117 7.5%

[ 66 ; 72 [ 4,390 5.4% 50,826,813 7.9%

[ 72 ; 78 [ 3,185 3.9% 40,056,870 6.3%

[ 78 ; 84 [ 2,673 3.3% 35,250,885 5.5%

[ 84 ; 90 [ 1,935 2.4% 27,248,883 4.3%

[ 90 ; 96 [ 1,710 2.1% 25,792,624 4.0%

[ 96 ; 102 [ 1,161 1.4% 18,448,898 2.9%

[ 102 ; 108 [ 1,303 1.6% 21,337,627 3.3%

[ 108 ; 114 [ 1,595 2.0% 27,319,849 4.3%

[ 114 ; 120 [ 1,448 1.8% 26,206,893 4.1%

[ 120 ; 126 [ 18 0.0% 316,925 0.0%

[ 126 ; 132 [ 15 0.0% 297,221 0.0%

[ 132 ; 138 [ 5 0.0% 71,827 0.0%

[ 138 ; 144 [ 3 0.0% 46,575 0.0%

[ 144 ; 150 [ 1 0.0% 11,101 0.0%

Total 81,721 100.0% 639,999,743 100.0%

Min 2.0

Max 144.0

Avg 46.7

WA 62.2

81

Table 6. Breakdown by Seasoning

Seasoning (months) Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance

% Current Principal

Outstanding Balance

[ 0 ; 6 [ 5,937 7.3% 64,978,872 10.2%

[ 6 ; 12 [ 9,726 11.9% 98,943,059 15.5%

[ 12 ; 18 [ 8,141 10.0% 75,970,065 11.9%

[ 18 ; 24 [ 6,992 8.6% 60,984,998 9.5%

[ 24 ; 30 [ 5,968 7.3% 47,487,042 7.4%

[ 30 ; 36 [ 5,673 6.9% 42,128,911 6.6%

[ 36 ; 42 [ 5,126 6.3% 36,769,170 5.7%

[ 42 ; 48 [ 6,054 7.4% 41,684,380 6.5%

[ 48 ; 54 [ 6,173 7.6% 43,141,042 6.7%

[ 54 ; 60 [ 6,334 7.8% 41,501,423 6.5%

[ 60 ; 66 [ 4,171 5.1% 26,789,466 4.2%

[ 66 ; 72 [ 4,105 5.0% 23,724,963 3.7%

[ 72 ; 78 [ 2,552 3.1% 14,227,614 2.2%

[ 78 ; 84 [ 2,471 3.0% 12,456,852 1.9%

[ 84 ; 90 [ 1,467 1.8% 6,919,930 1.1%

[ 90 ; 96 [ 640 0.8% 1,751,635 0.3%

[ 96 ; 102 [ 135 0.2% 399,097 0.1%

[ 102 ; 108 [ 42 0.1% 110,922 0.0%

[ 108 ; 114 [ 12 0.0% 28,750 0.0%

[ 114 ; 120 [ 1 0.0% 694 0.0%

[ 120 ; 126 [ 1 0.0% 858 0.0%

Total 81,721 100.0% 639,999,743 100.0%

Min 1.0

Max 120.0

Avg 36.4

WA 31.2

82

Table 7. Breakdown by Year of Origination

Origination Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

2005 2 0.0% 1,552 0.0%

2006 54 0.1% 139,672 0.0%

2007 775 0.9% 2,150,732 0.3%

2008 3,938 4.8% 19,376,782 3.0%

2009 6,657 8.1% 37,952,576 5.9%

2010 10,505 12.9% 68,290,889 10.7%

2011 12,227 15.0% 84,825,422 13.3%

2012 10,799 13.2% 78,898,081 12.3%

2013 12,960 15.9% 108,472,040 16.9%

2014 17,867 21.9% 174,913,124 27.3%

2015 5,937 7.3% 64,978,872 10.2%

Total 81,721 100.0% 639,999,743 100.0%

83

Table 8. Breakdown by Interest Rate

Interest Rate (%) Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

[ 3% ; 4% [ 1 0.0% 9,499 0.0%

[ 4% ; 5% [ 40 0.0% 349,068 0.1%

[ 5% ; 6% [ 738 0.9% 7,426,718 1.2%

[ 6% ; 7% [ 3,397 4.2% 35,117,237 5.5%

[ 7% ; 8% [ 8,136 10.0% 80,504,787 12.6%

[ 8% ; 9% [ 12,952 15.8% 122,343,053 19.1%

[ 9% ; 10% [ 16,189 19.8% 142,307,657 22.2%

[ 10% ; 11% [ 14,332 17.5% 109,059,983 17.0%

[ 11% ; 12% [ 12,002 14.7% 74,365,483 11.6%

[ 12% ; 13% [ 8,279 10.1% 44,762,934 7.0%

[ 13% ; 14% [ 4,278 5.2% 17,991,075 2.8%

[ 14% ; 15% [ 927 1.1% 4,420,395 0.7%

[ 15% ; 16% [ 198 0.2% 725,455 0.1%

[ 16% ; 17% [ 110 0.1% 307,978 0.0%

[ 17% ; 18% [ 59 0.1% 167,801 0.0%

[ 18% ; 19% [ 40 0.0% 82,110 0.0%

[ 19% ; 20% [ 12 0.0% 13,819 0.0%

[ 20% ; 21% [ 9 0.0% 14,322 0.0%

[ 21% ; 22% [ 6 0.0% 6,705 0.0%

[ 22% ; 23% [ 3 0.0% 4,655 0.0%

[ 23% ; 24% [ 2 0.0% 6,470 0.0%

[ 24% ; 25% [ 4 0.0% 3,674 0.0%

[ 25% ; 26% [ 2 0.0% 2,655 0.0%

[ 26% ; 27% [ 3 0.0% 3,454 0.0%

[ 27% ; 28% [ 1 0.0% 1,457 0.0%

[ 28% ; 29% [ 1 0.0% 1,299 0.0%

Total 81,721 100.0% 639,999,743 100.0%

Min 3.00%

Max 28.46%

Avg 9.98%

WA 9.54%

Table 9. Breakdown by Product Category

Category Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

New 10,170 12.44% 98,030,904 15.32%

Used 71,551 87.56% 541,968,839 84.68%

Total 81,721 100.00% 639,999,743 100.00%

84

Table 10. Breakdown by Region of Residence

Province Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

Alentejo 10,775 13.2% 88,859,033 13.9%

Algarve 3,510 4.3% 24,426,561 3.8%

Centro 14,032 17.2% 109,291,767 17.1%

Lisboa 18,597 22.8% 150,991,633 23.6%

Norte 24,531 30.0% 188,397,227 29.4%

Região Autónoma da

Madeira 4,341 5.3% 34,105,758 5.3%

Região Autónoma dos

Açores 5,935 7.3% 43,927,766 6.9%

Total 81,721 100.0% 639,999,743 100.0%

Table 11. Breakdown by Employment Type

Employment Type Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

Employed or full loan

/ lease is guaranteed

by employed person

64,341 78.7% 501,076,430 78.3%

Not available 42 0.1% 183,506 0.0%

Other 2,049 2.5% 17,587,072 2.7%

Pensioner 6,252 7.7% 44,934,199 7.0%

Civil/government

servant 3,210 3.9% 26,570,199 4.2%

Self-employed 5,755 7.0% 49,203,502 7.7%

Student 12 0.0% 75,420 0.0%

Unemployed 60 0.1% 369,416 0.1%

Total 81,721 100.0% 639,999,743 100.0%

Table 12. Breakdown by Vehicle Type

Vehicle Type Nb of Loans % of Nb of

Loans

Current Principal

Outstanding Balance


Outstanding Balance

Automobiles 79,404 97.2% 628,248,142 98.2%

Other vehicles 2,317 2.8% 11,751,601 1.8%

Total 81,721 100.0% 639,999,743 100.0%

85

Table 13. Breakdown by Insurance Company

Insurance Company by

Category

No. of Loans

% of No. of Loans

Current Principal

Outstanding Balance


Outstanding Balance

CACI 6,052 7.41% 57,357,367 8.96%

Tranquilidade 4 0.00% 6,620 0.00%

No insurance 4,114 5.03% 40,666,918 6.35%

New Cars 10,170 12.44% 98,030,904 15.32%

CACI 60,871 74.49% 454,672,307 71.04%

Tranquilidade 1 0.00% 858 0.00%

No insurance 10,679 13.07% 87,295,674 13.64%

Used Cars 71,551 87.56% 541,968,839 84.68%

Total 81,721 100.00% 639,999,743 100.00%

86

DESCRIPTION OF THE ISSUER

1. Introduction

The Issuer is a limited liability company registered and incorporated in Portugal as a special purpose

vehicle for the purpose of issuing asset-backed securities, on 10 July 2003 under the Securitisation Law

and has been duly authorised by the Portuguese securities supervising authority (Comissão do Mercado de

Valores Mobiliários, the “CMVM”) through a resolution of the Board of Directors of the CMVM obtained

on 18 June 2003 for an unlimited period of time and was given registration number 9090.

The registered office of the Issuer is at Rua Barata Salgueiro, no. 30, 4th floor, Lisbon, Portugal, telephone

number +351 213 116 300. The Issuer has no subsidiaries. The Issuer is registered with the Commercial

Registry Office of Lisbon under the sole commercial registration and taxpayer number 506.561.461.

2. Main Activities

The principal corporate purposes of the Issuer are set out in its articles of association (Estatutos or

Contrato de Sociedade) and permit, inter alia, the purchase of a number of portfolios of assets from public

and private entities and the issue of notes in series to fund the purchase of such assets and the entry into of

such transaction documents to effect the necessary arrangements for such purchase and issuance

including, but not limited to, handling enquiries and making appropriate filings with Portuguese regulatory

bodies and any other competent authority and any relevant stock exchange.

3. Corporate Bodies

The directors of the Issuer, their principal occupations outside of the Issuer and their respective business

addresses are:

NAME BUSINESS ADDRESS MAIN OCCUPATION MANDATE

TERM

Raquel Teixeira

Ribeiro Pacheco

Rua Barata Salgueiro,

No. 30, 4th floor, Lisbon,

Portugal Banker 2013-2015

Luis Maria Navarro de

Melo Ferreira de

Aguiar



Portugal Banker 2013-2015

Ana Paula Fernandes

Esteves da Silva



Portugal

Banker 2013-2015

There are no potential conflicts of interest between any duties of the persons listed above to the Issuer and

their private interests.

The members of the supervisory board of the Issuer are:

NAME BUSINESS ADDRESS MAIN OCCUPATION MANDATE

TERM

André Lopes Teixeira

de Figueiredo Rua Barata Salgueiro,

No. 30, 4th floor, Lisbon, Lawyer 2013-2015

87

Portugal

João Luís Correia

Duque



Portugal Professor 2013-2015

João Vasco Pereira

Martins Nunes



Portugal

Banker 2013-2015

Ricardo Luís Capela

Martins



Portugal

Banker 2013-2015

The Issuer has no employees. The directors are officers of Citibank International Limited, Sucursal em

Portugal

The secretary of the Issuer is Isabel Maria de Sousa Carita Charraz with offices at Rua Barata Salgueiro,

No. 30, 4th floor, Lisbon, Portugal.

The chairman and secretary of the Issuer shareholder general meeting are Orlando Vogler Guiné and

Isabel Maria de Sousa Carita Charraz, respectively.

4. Independent statutory auditor

On 28 March 2013, the Issuer’s General Assembly passed a resolution whereby, among other matters, it

approved the independent statutory auditor for the 2013-2015 term, KPMG, described below.

KPMG is registered with the Chartered Accountants Bar under number 189 and is represented by

Fernando Gustavo Duarte Antunes, ROC n.º 1233. The registered office of KPMG is Edifício

Monumental, Avenida Praia da Vitória, 71–A, 11th floor, 1069-006 Lisbon, Portugal. KPMG has taxpayer

number 502 161 078.

5. Legislation Governing the Issuer’s Activities

The Issuer’s activities are specifically governed by the Securitisation Law and supervised by the CMVM.

6. Insolvency of the Issuer

The Issuer is a special purpose vehicle and as such it is not permitted to carry out any activity other than

the issue of securitisation notes and certain activities ancillary thereto including, but not limited to, the

borrowing of funds in order to ensure that securitisation notes have the necessary liquidity support and the

entering into of documentation in connection with each such issue of securitisation notes.

Accordingly, the Issuer will not have any creditors other than the Republic of Portugal in respect of tax

liabilities, if any, the Noteholders and the Transaction Creditors, third parties in relation to any third party

expenses, and noteholders and other creditors in relation to other series of securitisation notes issued or to

be issued in the future by the Issuer from time to time.

The segregation principle imposed by the Securitisation Law and the related privileged nature of the

Noteholders’ entitlements, on the one hand, together with the own funds requirements and the limited

number of general creditors an STC may have, on the other, makes the insolvency of the Issuer a remote

possibility. In any case, under the terms of the Securitisation Law, such remote insolvency would not

prevent Noteholders from enjoying privileged entitlements to the Transaction Assets.

7. Capital Requirements

The Securitisation Law imposes on the Issuer certain capitalisation requirements for supervisory purposes.

88

The level of capitalisation of the Issuer is determined by reference to the nominal value outstanding of

notes issued by the Issuer and traded (em circulação) at any given point in time. Apart from the minimum

share capital, an “STC” must meet further own funds levels depending upon the nominal amount

outstanding of the securitisation notes issued. In this respect, (a) if the nominal amount outstanding of the

notes issued and traded is €75 million or less, the own funds of the Issuer shall be no less than 0.5 per

cent. of the nominal amount outstanding of such notes, or (b) if the nominal amount outstanding of the

notes issued and traded exceeds €75 million, the own funds of the Issuer, in relation to the portion of the

nominal amount outstanding of the notes in excess of €75 million, shall be 0.1 per cent. of the nominal

amount outstanding of such notes.

An STC can use its own funds to pursue its activities. However if, at any time, the STC's own funds fall

below the percentages referred to above the STC must, within 3 (three) months, ensure that such

percentages are met. The CMVM will supervise the Issuer in order to ensure that it complies with the

relevant capitalisation requirements.

The required level of capitalisation can be met, inter alia, through share capital, ancillary contributions

(prestações acessórias) and reserves as adjusted by profit and losses.

The entire authorised share capital of the Issuer is €250,000 and comprises 50.000 issued and fully paid

shares (the “Shares”) of €5.00 each.

The amount of supplementary capital contributions (prestações acessórias) made by Citigroup Financial

Products Inc., a private limited liability company incorporated under the laws of United States of America

(the “Shareholder”), is €9,500,000.

8. The Shareholder

All of the Shares are held directly by the Shareholder. There are not any special mechanisms in place to

ensure that control is not abusively exercised. Risk of control abuse is in any case mitigated by the

provisions of the Securitisation Law and the remainder applicable legal and regulatory provisions and the

supervision of the Issuer by the CMVM and the Bank of Portugal.

9. Capitalisation of Issuer

The following table and financial information sets out the capitalisation and indebtedness of the Issuer,

adjusted to give effect to the issue of the Notes on the Closing Date.

Amounts in Euros

Total Indebtedness 12,120,113,320

Thetis Finance No.1 Transaction 646,300,000

Class A Notes 500,000,000

Class B Notes 146,300,000

Other Securitisation Transactions (1) 11,473,813,320

Total Capitalisation (2) 17,427,033

Share capital 250,000

Supplementary Capital Contributions 9,500,000

Reserves and Retained Earnings 7,276,449

Net Profit 400,584

(1) As of 31 May 2015

(2) Non-audited amounts as of 31 May 2015

89

10. Other Securities of the Issuer

The Issuer has not issued any convertible or exchangeable securities/notes.

11. Financial Statements

Audited financial statements of the Issuer are to be published on an annual basis and are certified by an

auditor registered with the CMVM. The first audited financial statement is for the period starting on the

date of incorporation and ending on 31 December 2005.

90

OVERVIEW OF THE ORIGINATOR

Banco Credibom, S.A. is a company incorporated under Portuguese law with the tax identification

number 503 533 726 and authorized as a bank by the Bank of Portugal. The registered office of

Credibom is at Lagoas Park, Edíficio 14 piso 2, 2740-262 Porto Salvo, Portugal.

1. History and organization

1995

Credibom – Sociedade Financeira para Aquisições a Crédito, S.A., was incorporated on 3 November

1995, having started granting consumer loans on 2 January 1996. Credibom was a joint venture

between Banco Espírito Santo and SOFINCO.

2003

Credit Agricole Consumer Finance (ex-SOFINCO) becomes a majority shareholder with 85 percent of

the shares versus 15 percent held by Banco Espírito Santo.

2004

At the beginning of 2004, the Portuguese Central Bank approved the transformation of Credibom from

a finance company for acquisition credit (sociedade financeira de aquisições a crédito) into a credit

financial institution (instituição financeira de crédito), a type of financial company with a broader

scope of permitted activities. Following the transformation the trade name of Credibom was Credibom

- Instituição Financeira de Crédito S.A. (IFIC).

2005

Credibom acquires Credilar.

2006

Credibom became a subsidiary of Credit Agricole Consumer Finance at hundred percent

2007

On 17 October 2007 the Bank of Portugal granted a full banking license to Credibom.

2008

On 28 January 2008 Credibom registered with the ISP (Portuguese Insurance Institute) as an insurance

agent allowing it to include in its core business insurance selling activities.

2010

Credibom set up a headcount reduction plan (reduction of 16 percent of headcount) for adjusting its

organization with an appropriate level of profitability.

2011

Credibom set up a deleveraging program aiming to focus on the main profitable segment having less

risk and to decrease the customer loans outstanding by of around 15 percent.

2013

91

In May 2013, Credibom moved its corporate head office to Lagoas Park in Porto Salvo, nearby Lisbon.

2014

Credibom defines its new Medium Term Plan 2014-2016 based on five pillars (presented into the

section Current activity and Business strategy).

2015

In Second semester of 2015, Credibom will celebrate its 20 years birthday; a set of events will be

organized with customers, partnerships, employees and shareholders.

2. Corporate Governance

The corporate governance of Credibom is framed by four main governance instances

Board of Directors

Credibom’s Board of Directors has the overall responsibility for the bank, including approving and

overseeing the definition and the implementation of the business strategy and Risk strategy. The Board

of Directors approves and monitors regularly, at least every quarter, the execution of the policies for

risk, risk management and compliance, internal control system, corporate governance framework,

principles and corporate values, and the financial soundness.

The Board of Directors is composed by six administrators of which two are executive administrators

and belong to the executive committee of Credibom: CEO (chairman of the Executive Committee) and

Deputy CEO. Board of Directors is chaired by a non-Executive Administrator. The four non-executive

Administrator belong to Credit Agricole Consumer Finance Corporate Center.

Executive Committee

Credibom’s Executive Committee has the responsibility to ensure the right execution of the business

strategy and risk strategy defined and approved in the Board of Director. Executive committee advises

an organization’s board of directors to support its decision-making processes. Under the delegation

provided by the Board of Director, Credibom’s Executive Committee ensures the adequate and

appropriate business and risk management of the Bank. The executive committee members report

upward to the board of directors who nominated them.

Audit committee (Conselho fiscal)

Audit committee (Conselho Fiscal) is a mandatory body appointed by the general meeting comprising

independent members that cannot belong to the Board of Directors and inherently to the Executive

Committee. The Chairman of the Audit committee acts on behalf of CACF which the unique

shareholder of Credibom. The role of the audit committee is to follow up (on a quarterly basis) the

Credibom’s business, the financial soundness (examination of its book, accounting records and

financial documents) by checking those businesses, financial and control elements it protects the

interest of the Credibom’s shareholders.

Risk governance Body

The overall risks of the bank are undertaken through a set of committees for which the functioning is

framed by CACF Group.

Those committees have the responsibilities to:

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(a) Review and approve and recommend to the Board of Directors for its approval the Credibom’s

risks management framework and oversight policy, which outline the management’s

governance structure, policies, processes, and roles and responsibilities for managing the

Credibom’s risks;

(b) Oversee the administration and effectiveness of, and compliance with Credibom’s risk

management framework and policies through the review of such processes, reports and other

information as it deems appropriate, including those relating to the following:

(ii) the Credit Risk (Credibom loan quality rating and examination review processes);

(iii) the financial risks such Overall Interest Rate Risk, Liquidity risk, and solvency risks;

(iv) the security risks; physical (protection of personnel, facilities, access), the Security of

System Information and the Business Continuity Plan;

(v) the operational risks and compliance risks; fraud, anti-money laundering, human

resources, customers claims, processes.

Risk governance body of Credibom

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The organization chart of Credibom

Current activity and Business strategy

Banco Credibom operates as a consumer finance company, offering a wide range of consumer credit,

such as automotive financing, car leasing, private credit, credit cards, revolving credit and insurances.

Moreover, Credibom ensures the financing through a set of financial solutions of their automotive

partnerships. In April 2015, Credibom became the consumer finance company of the car manufacturer

of Mazda.

Banco Credibom is one of the main credit institution in Portuguese consumer credit market (source:

ASFAC - Associação de Instituições de Crédito Especializado) being present on the three segments of

this market: automotive financing services, household equipment, and direct selling (direct financing

with customer through website or phone platform).

Operating on this three segments, Credibom is the leading player in the automotive financing services

market by having the strongest positioning in used car financing segment (source: ASFAC -

Associação de Instituições de Crédito Especializado) thanks to a recognized know-how. Since 2011,

Credibom has repositioned its business strategy focusing on niche market for household equipment and

is redesigning all the processes in for its direct selling platform.

Credibom supports their customers by providing the financing they need to undertake their projects.

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Credibom’s strategy is to hinge on customer and partner satisfaction, innovation and operational

efficiency, to drive profitability and financial strength.

For 2014 to 2016, Credibom defined strategic actions across five areas: insurance, digitalization, self-

financing, credit risk and growth. In September 2014, it was defined a set of five interconnected and

equally weighted priorities for 2014 to 2016 to help us deliver our strategy:

(a) Grow selectively where we have the lead and regain market share in short channel;

(b) Promote insurance by upselling and enlarging products range;

(c) Diversify our sources of funding;

(d) Digitize our main processes; and

(e) Improve the decision engine in short channel and efficiency in litigation area.

Those five strategic actions were all initiated beginning of 2015 and might totally implemented in

2016.

3. Market Share

2013 2014

Production of Consumer credit market(1) EUR 2,790.7 mln EUR 3,326.7 mln

Credibom Production EUR 265.9 mln EUR 320.6 mln

Market share 9.53 percent 9.64 percent

(1)static coming from financial institution belonging to ASFAC

Source: ASFAC - Associação de Instituições de Crédito Especializado

4. Main financial indicators of Banco Credibom as of December 2014

2014 was marked by the best ever profit recorded driven by a sharp decrease of cost of risk (- 52.6

year-on-year).

Credibom’s revenues was down 2.1 per cent. year-on-year; moderate decline compared with the

decrease of the customer loans outstanding (-4.7% year-on-year; gross average) expressing an

improvement of the financial margin from (Net Interest Income / Gross Average Customer Loans

Outstanding) 6.34 per cent. end of 2013 to 6.56 per cent. end of 2014.

2014’s administrative and others expenses were marked by some extraordinary costs posted in staff

expenses (of around EUR 1 million); excluding this effect, the gross operating income should be steady

compared with 2013’s gross operating income.

Cost of risk of 2014 has achieved a low level EUR -8.89 million, less than 82 bps of the customer loans

outstanding. This good performance was mostly driven by a sharp decrease of the Non-performing

loans which is the result first of the changes implemented in 2011 in term of Credit Risk policy, second

the upgrade of the score card which was fully reviewed end of 2012 passing from dual matrix to

combined rating scale and third a higher efficiency of the collection performance thanks to the

implementation of a router (automatic collection) in amicable phase and a better organization in

litigation phase.

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EUR in thousand

Profit & Loss (2) 2014 2013 ∆ YoY

Revenues 81,930 83,698 -2.1%

Operating expense (33,798) (33,360) 1.3%

Gross operating income 48,132 50,338 -4.4%

Cost-of-risk (8,889) (18,738) -52.6%

Net income 27,118 21,402 26.7%

Balance sheet (2) 2014 2013 ∆ YoY

Net Customer loans outstanding 1,002,806 1,010,331 -0.7%

Total assets 1,173,776 1,095,364 7.2%

Total liabilities 959,802 880,101 9.1%

Equity 213,974 215,263 -0.6%

Financial indicators 2014 2013 ∆ YoY

Overdue loans > 90 days/total loans 9.42% 11.49% -2.07 p.p.

Credit impairment/Overdue loans > 90 days 68.1% 70.0% -1.90 p.p.

Return On Asset (1)

2.48% 1.87% 0.61 p.p.

Common Equity Tier 1 (full loaded Basel III) 13.5% 14.1% -0.6 p.p.

Liquidity Coverage Ratio (full loaded Basel III) 160% n/a --

Net Stable Funding Resources (full Loaded Basel III) 105% 89% 16 p.p.

Credit risk indicators 2014 2013 ∆ YoY

Non-Performing-Loan ratio consumption loan (2)

10.72% 11.65% -93 bps

Non-Performing-Loan ratio of Credibom (3)

8.25% 10.12% -187 bps

Recovery ratio (4)

7.91% 8.14% - 33 bps (1)(Net Income / Gross Average Customer loans Outstanding) – (2) information subject to legal certification of accounts

(certificação legal de contas) and in accordance with International Financial Reporting Standards as adopted by the EU and in

light of Bank of Portugal reporting standards applicable to the Originator. – (3) source Credibom data disclosed to the Bank

of Portugal – (4) Recoveries made in litigation phase compared with the outstanding in litigation phase.

5. Credit and Collection Policy

The description below relates to the origination and underwriting process applied by Credibom. The

origination and underwriting process is framed by the credit risk strategy for which four pillars were

designed: rating system, granting policy, financing guidelines and delegation device.

Credit Approval

The credit approval processes of Credibom are under the responsibilities of two segregates directions:

Credit division, which is in charge to design the credit scoring and to define the credit method, and the

operational division, which is in charge to grant the application and to finance the application.

The credit granting process is based, regardless the application loading process of the customer, on the

same approach. All application loaded through various channel (web, fax, phone, email,..) go to the

underwriting platform which grants the application. However, since end of 2014, for some automotive

point of sales recording applications through webCredibom (B2B) and following some filter rules, a

point of sale can grant immediately an application. This procedure exits also for some household

equipment partnerships. Most of the applications coming from automotive point of sales are loaded by

the underwriting platform through phone call between point of sales and Credibom (~98 percent of the

automotive applications).

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Loan application assessment

The procedure for the assessment of a loan application is as follows:

1. Collect, as the case may be, documentary evidence of the debtor’s identity, address, marital

status, professional job, income, expenses, banking account number, tax number, banks

statement;

2. Record the client’s information into the system;

3. For an existing or previous customer, update, if appropriate, the information in the system and

check the internal databases for defaults and late payments history;

4. Conduct search in Bank of Portugal’s credit data bases (CRC: Central de Responsabilidades de

Crédito [Credit Bureau] with current information about the credit quality of the customer [past

due, total exposure]);

5. Record information on type of financed product. In case of a vehicle sales finance loan,

registration, date of registration, make, type of product, and price will be fed into the system

and checked for consistency against the EUROTAX car values database;

6. Record the terms and conditions of the loan (amount, interest rate, term, commissions);

7. File all the documents supporting the information and the findings of external or internal

database search (electronically and/or physically).

Credibom will check the consistency of all the documents provided by the applicant as evidence, as the

case may be, of their situation, income and personal information. Once the checking procedure is

complete, Credibom will input the information into the system. Data inputted into the system is

systematically double-checked.

Scoring

Data processed by the credit tool feeds automatically into a decision aid system which provides a

scoring recommendation. Application score, for all segments, was developed with the same master

scale. Credibom scoring has been deeply reviewed end of 2012 in-house. The main variables used by

the score card are:

(a) the socio-demographic information (marital status, professional category, zip-code, customer

age, seniority in last job, age of second applicant (if any); and

(b) the information credit (debt over income, vehicle brand, eurotax value,…).

The credit scoring system is the main factor underpinning the underwriting process conducted by the

assistant system for decision. The master scale of the scorecard goes to the score 300 to 700 then the

score gotten is placed on a risk buckets (ERs) [ER6 to ER1]. While the ERs is defined it is crossed by

the rating of the point of sale (from A to E). The combination of the two provides the decision strategy

(ED) which is scaled from ED1 (very Bad) to ED6 (very good).

Then the Risk Bucket [ED1;ED6] is placed into a delegation matrix regarding the Credibom exposure

to the customer. This delegation matrix states the delegation competence from credit analyst to

executive committee members. According to this scale [Exposure and Risk Buckets] all function

having the competence to grant are listed. Six level are defined.

The delegation matrix is validated by the Executive committee and guided by the Credit Risk policy of

Credibom.

All loans exceeding authorised limits will be approved by a credit risk committee chaired by the CEO

and under the competence of the Executive committee.

A scoring recommendation can only be overridden by a coordinator of the underwriting department;

this means that credit analyst doesn’t have any delegation of competence to override an application.

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However, a credit application will be systematically rejected in the following cases:

(a) client has been registered an incident superior to EUR 149 registered in CRC;

(b) the client is in arrears over 60 days in respect of any loan granted by Credibom.

Once approval has been granted and all documents checked, Credibom disburses the loan immediately;

the financing process is performed three times a day.

The rating system approves, automotive long channel, in average ~76 percent of the application loaded.

~49 percent of automotive applications loaded are financed. .

Collection procedures

All loans that are up to one instalment in arrears are managed by the collection direction team. The

collection direction team (87 employees) is located in Porto facilities and organized into two units:

(a) internal recoveries (33 employees) managing the amicable recovery; and

(b) litigation process (31 employees) managing the litigation phase.

Out-of-court recovery

The amicable collection process relates to loans with instalments in arrears from 0 past due to 6

instalment past due. The collection strategy in amicable phase is spread it into 5 phases:

(a) Pre-recoveries: customer has no past due but he has financial difficulties and to prevent that there

is a process management by text message to the client informing him that he can set required a

help from Credibom to assist him during this tricky period (PARI process – Plano de Acção para

Risco de Incumprimento (decree-Law 227/2012);

(b) Invisible: 1 past due maximum, automated process aiming to re-send the direct debit to the debtor

bank;

(c) Call center: 5 past due maximum. The management of this phase can be handled by “multiskill

team” or “Specialized team”. Various action plan can be set up with the customer; restructuring

loan (extend the maturity), car selling,…

(d) External; more than 150 euros of around 5 or 6 instalment past due, this phase is managed by

external collector going to the customer home in order to recover the due amount.

(e) Pre-litigation: Last step before being transferred to litigation phase (judicial action), lawyer to

notify formally the customer of the litigation process.

Judicial Recovery

In most of the cases, when a loan has seven to eight instalments in arrears, it is generally transferred to

litigation department and legal proceedings would commence. The loan is then accelerated and all

amounts become immediately due and payable.

The purpose of the judicial recovery phase is to enforce the debt through legal proceedings.

Enforcement is carried out by bailiffs and Lawyers working in close cooperation with Credibom who

uses a network of around three hundred forty five bailiffs and ten lawyers.

Following acceleration of the loan, the collection process is entrusted to a bailiff, who has discretion as

to which course of action to pursue within the general framework specified by Credibom.

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The objectives of this phase are first to secure the amount owed and second to recover such amount.

The litigation process is driven by the amount to be recovered, basically as follow:

(a) under EUR 7,500 it is the injunction process which is activated; file with no court decision, no

promissory note issued. External litigation team manages the injunction process. At the end of the

process when the promissory note is issued the internal litigation team takes in case of the

execution of the injunction process;

(b) above EUR 7,500; it is the execution process which is activated. It consists to get an order for

payment issued by the court- The file is declared through Citius web site of the Justice ministery

in order to get the order for payment and court decision. External litigation team manages the

execution of the promissory notes. Execution of injunction is performed by internal lawyer (i.e. in

most of the cases).

Repossessed vehicles are generally sold via public auctions. Credibom has a team of professionals

dedicated to the sale of recovered vehicles and works in close collaboration with three public

auctioneers. During 2014, 971 vehicles were recovered.

If the parties fail to come to an amicable settlement and all available legal remedies are exhausted, the

bailiff may determine that the debtor is unlikely to repay the outstanding debt. In such event, Credibom

may deem the outstanding debt to be irrecoverable and write it off.

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DESCRIPTION OF THE PAYMENT ACCOUNT BANK

Crédit Agricole Corporate and Investment Bank, a corporation (société anonyme) incorporated and

organized under French law, having its registered office located 9, quai du Président Paul Doumer,

92920 Paris La Défense Cedex, France, and registered with the Registry (Registre du Commerce et des

Sociétés) of Nanterre under the SIREN number 304 187 701.

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DESCRIPTION OF THE CASH RESERVE ACCOUNT BANK

CA Consumer Finance is a société anonyme incorporated under the laws of France, whose registered

office is at Rue du Bois Sauvage 91038 Evry Cedex, France, registered with the Trade and Companies

Register of Evry under number 542 097 522, licensed in France as a credit institution (établissement de

crédit) by the Autorité de Contrôle Prudentiel et de Résolution. As at 31 December 2013, CA

Consumer Finance had a share capital of 346,546,434 Euros in 8,885,806 shares of common stock.

Formerly known as Sofinco, CA Consumer Finance was established on 1 April 2010, as the merged

entity of Sofinco SA and Finaref SA.

CA Consumer Finance is a wholly-owned subsidiary of Crédit Agricole S.A.

CA Consumer Finance is not listed. CA Consumer Finance’s long term and short term ratings are

respectively A/Stable/F1 by Fitch Ratings, and A/Negative/A-1 by Standard & Poor’s.

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SELECTED ASPECTS OF PORTUGUESE LAW RELEVANT TO THE RECEIVABLES AND

THE TRANSFER OF THE RECEIVABLES

Securitisation Legal Framework

Securitisation Law

The Securitisation Law has implemented a specific securitisation legal framework in Portugal, which

contains a simplified process for the assignment of credits. The Securitisation Law regulates, amongst

other things; (i) the establishment and activity of Portuguese securitisation vehicles; (ii) the type of

credits that may be securitised; (iii) the entities which may assign credits for Securitisation purposes;

and (iv) the terms and conditions under which credits may be assigned for securitisation purposes.

Some of the most important aspects of this legal framework include:

(a) the establishment of special rules facilitating the assignment of credits in the context of

securitisation transactions;

(b) the types of originator/assignor which may assign their credits pursuant to the Securitisation

Law;

(c) the types of credits that may be securitised and the legal eligibility criteria such credits have to

comply with; and

(d) the creation of two different types of securitisation vehicles: (i) Credit Securitisation Funds

(Fundos de Titularização de Créditos – "FTC"), and (ii) Credit Securitisation Companies

(Sociedades de Titularização de Créditos – "STC").

Securitisation Tax Law

The Securitisation Tax Law has established the tax regime applicable to the securitisation of credits

implemented under the Securitisation Law. The Securitisation Tax Law allows for a neutral fiscal

treatment of securitisation vehicles as well as tax exemptions regarding the amounts paid by the

securitisation vehicles to non-resident entities without a permanent establishment in Portuguese

territory. However, where a Portuguese resident entity holds more than 20 (twenty five) per cent. of

such non-resident entity, a 25 (twenty five) per cent. withholding tax applies regarding the amounts

paid by the company to such non-resident entity, unless a tax treaty that might be applicable to the

situation establishes a reduced withholding tax rate. Withholding tax also becomes due in the event that

such non-resident entity is located in a country or territory included in the list of countries determined

by the Portuguese Tax Ministry pursuant to Ministerial Order 150/2004.

STC Securitisation Companies

STCs are established for the exclusive purpose of carrying out securitisation transactions in accordance

with the Securitisation Law. The following is a description of the main features of an STC.

Corporate Structure

STCs are commercial companies (“sociedades anónimas”) incorporated with limited liability, having a

minimum share capital of €250,000. The shares in STCs can be held by one or more shareholders and

are in registered form. STCs are subject to the supervision of the CMVM and their incorporation is

subject to the prior authorisation by the CMVM. STCs are subject to ownership requirements. A

prospective shareholder must obtain approval from the CMVM in order to establish or acquire shares

in a STC. Such approval is granted when the prospective shareholder shows that it is capable of

providing the company with a sound and prudent management.

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If qualified shareholdings (as defined in Decree-Law no. 298/92 of 31 December, as amended) in an

STC are to be transferred to another shareholder or shareholders, prior authorisation of the CMVM of

the prospective shareholder has to be obtained, subject to, inter alia, such shareholder being able to

provide the company with a sound and prudent management. The interest of the new shareholder in the

STC has to be registered within 15 (fifteen) days of the purchase.

Regulatory Compliance

In order to ensure the sound and prudent management of STCs, the Securitisation Law provides that

the members of the board of directors and the members of the supervisory board meet high standards of

professional qualification and personal reputation.

The members of the board of directors and the members of the supervisory board must be registered

with the CMVM.

Corporate Object

STCs can only be incorporated for the purpose of carrying out one or more securitisation transactions

by means of the acquisition, management and transfer of receivables and the issue of securitisation

notes for payment of the purchase price for the acquired receivables.

An STC may primarily finance its activities with its own funds and by issuing notes.

Without prejudice to the above, pursuant to the Securitisation Law, STCs are permitted to carry out

certain financial activities, but only to the extent that such financial activities are (i) ancillary to the

issuance of the securitisation notes, and (ii) aimed at ensuring that the appropriate levels of liquidity

funds are available to the STC.

Types of credits which may be securitised and types of assignors

The Securitisation Law sets out details of the types of credits that may be securitised and the specific

requirements which are to be met in order for such credits to be securitised.

The Securitisation Law allows a wide range of originator to assign their credits for securitisation

purposes including the Portuguese Republic, public entities, credit institutions, financial companies,

insurance companies, pension funds, pension fund management companies and other corporate entities

whose accounts have been audited for the last 3 (three) years by an auditor registered with the CMVM.

Assignment of credits

Under the Securitisation Law, the sale of credits for securitisation is effected by way of assignment of

credits. In this context the following should be noted:

Notice to Debtors

In general, an assignment of credits is effective against the relevant debtor after notification of

assignment is made to such debtor.

Notification to the debtor is required to be made by means of a registered letter (to be sent to the

debtor's address included in the relevant receivables contract) and such notification will be deemed to

have occurred on the third business day following the date of posting of the registered letter.

An exception to this requirement applies when the assignment of credits is made under the

Securitisation Law by, inter alia, credit institutions or financial companies, and such entities are the

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servicer of the credits in which case there is no requirement to notify the relevant debtor since such

assignment is deemed to be effective in relation to such debtor when it is effective between assignor

and assignee.

Accordingly, in the situation set out above, any payments made by the debtor to its original creditor

after an assignment of credits has been made will effectively belong to the assignee who may, at any

time and even in the context of the insolvency of the assignor, claim such payments from the assignor.

Assignment Formalities

There are no specific formality requirements for an assignment of credits under the Securitisation Law.

A written private contract between the parties is sufficient for a valid assignment to occur. Transfer by

means of a notarial deed is not required. In the case of an assignment of loans which have underlying

mortgages or other security subject to registration under Portuguese law, the signatures to the

assignment contract must be certified by a notary public or the company secretary of each party (when

the parties have appointed such person) under the terms of the Securitisation Law and other laws

applicable in the Portuguese Republic, namely Decree-Law no. 76A/2006 of 29 March 2006.

In order to perfect assignment of loans where ancillary rights are capable of registration with a public

registry (such as a mortgage over auto loans) against third parties, the assignment must be followed by

the corresponding registration of the transfer of such ancillary rights.

The Securitisation Law provides for the assignment of credits to be effective between the parties upon

execution of the relevant assignment agreement. This means that in the event of insolvency of the

assignor prior to registration of the assignment of credits, the credits will not form part of the

insolvency estate of the assignor even if the assignee may have to claim its entitlement to the assigned

credits before a competent court.

However, the assignment of the security capable of registration with a public registry is only effective

against third parties acting in good faith further to registration of such assignment with the registry by

or on behalf of the assignee. The Issuer is entitled under the Securitisation law to request such

registration.

Assignment and Insolvency

Unless an assignment of credits is effected in bad faith, such assignment under the Securitisation Law

cannot be challenged for the benefit of the assignor's insolvency estate and any payments made to the

assignor in respect of credits assigned prior to a declaration of insolvency will not form part of the

assignor's insolvency estate even when the term of the credits falls after the date of declaration of

insolvency of the assignor. In addition any amounts held by the Servicer as a result of its collection of

payments in respect of the credits assigned under the Securitisation Law will not form part of the

servicer’s insolvency estate.

Risk of Set-Off by Obligors

General

The Securitisation Law does not contain any specific provisions in respect of set-off. Accordingly,

Articles 847 to 856 of the Portuguese Civil Code are applicable. The Securitisation Law has an impact

on set-off risk to the extent that, by virtue of establishing that the assignment of credits by a credit

institution, a financial company, an insurance company, pension funds and pension fund managers is

effective against the debtor on the date of assignment of such credits without notification to the debtor

being required (provided that the assignor is the servicer of the assigned credit), it effectively prevents

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a debtor from exercising any right of set-off against an assignee if such right did not exist against the

assignor prior to the date of assignment.

Set-Off on Insolvency

Under Article 99 of the Código de Insolvência e Recuperação de Empresas (the Code for the

Insolvency and Recovery of Companies), implemented by Decree-Law no. 53/2004 of 18 March 2004,

as amended by Decree Law no. 200/2004 of 18 August 2004, by Decree Law no. 76-A/2006 of 29

March 2006, by Decree Law no. 282/2007 of 7 August 2007, by Decree Law no. 116/2008 of 4 July

2008, by Decree Law no. 185/2009 of 12 August 2009 and by Law no. 16/2012, of 20 April 2012,

applicable to insolvency proceedings commenced on or after 15 September 2004, a debtor will only be

able to exercise any right of set-off against a creditor after a declaration of insolvency of such creditor

provided that, prior to the declaration of insolvency, (i) such set-off right existed, and (ii) the

circumstances allowing set-off, as described in Article 847 of the Portuguese Civil Code were met.

Data Protection Law

Law no. 67/98 of 26 October 1998, ("Law 67/98", which implemented Directive 95/46/EC, of

24 October 1995) provides for the protection of individuals regarding the processing and transfer of

personal data.

Pursuant to Law no. 67/98, any processing of personal data requires express consent from the data

subject, unless the processing is necessary in certain specific circumstances as provided under the

relevant laws.

The entity collecting and processing personal data must obtain prior authorisation from the Comissão

Nacional de Protecção de Dados (the "CNPD", the Portuguese data protection authority) before

processing such data.

Transfer of personal data to an entity within a European Union Member State does not require to be

authorised by the CNPD but must be notified to the relevant data subjects.

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OVERVIEW OF PROVISIONS RELATING TO THE NOTES CLEARED THROUGH

INTERBOLSA

General

Interbolsa manages a centralised system (sistema centralizado) composed of interconnected securities

accounts, through which such securities (and related rights) are held and transferred, and which allows

Interbolsa to track at all times the amount of securities so held and transferred. Issuers of securities,

financial intermediaries, the Bank of Portugal and Interbolsa, as the controlling entity, all participate in

this system.

The centralised securities system of Interbolsa provides for all the procedures required for the exercise

of ownership rights inherent in notes held through Interbolsa.

In relation to each issue of securities, Interbolsa’s centralised system comprises, inter alia, (i) the issue

account, opened by the relevant issuer in the centralised system, which reflects the full amount of

issued securities; and (ii) the control accounts opened by each of the financial intermediaries which

participate in Interbolsa’s centralised system, which reflect the securities held by such participant on

behalf of its customers in accordance with its individual securities accounts.

Securities held through Interbolsa will be attributed an International Securities Identification Number

("ISIN") and will be accepted for clearing through LCH.Clearnet, S.A. as well as through the clearing

systems operated by Euroclear and Clearstream, Luxembourg and settled by Interbolsa’s settlement

system.

Under the procedures of Interbolsa’s settlement system, settlement of trades executed through the

Stock Exchange takes place on the third Business Day after the trade date and is provisional until the

financial settlement that takes place through TARGET2 on the settlement date.

Form of the Notes

The Notes will be in dematerialised book-entry (forma escritural) and registered (nominativas) form

and title to the Notes will be evidenced by book entries in accordance with the provisions of the

Portuguese Securities Code and the applicable CMVM regulations. No physical document of title will

be issued in respect of Notes held through Interbolsa.

The Notes will be credited to the relevant issue account opened by the Issuer with Interbolsa and will

be held in control accounts by each Interbolsa Participant on behalf of the holders of the Notes. Such

control accounts reflect at all times the aggregate of Notes held in individual securities accounts

opened by holders of the Notes with each Interbolsa Participant.

Each person shown in the records of an Interbolsa Participant as having an interest in Notes shall be

treated as the holder of the principal amount of the Notes recorded therein.

One or more Certificates of Ownership will be delivered by the relevant Affiliated Member of

Interbolsa in respect of its registered holding of Notes upon the request by the relevant Noteholder and

in accordance with that Affiliated Member’s procedures and pursuant to article 78 of the Portuguese

Securities Code.

Any Noteholder will (except as otherwise required by law) be treated as its absolute owner for all

purposes regardless of the theft or loss of the Certificate of Ownership issued in respect of it and no

person will be liable for so treating any relevant Noteholder.

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Whilst the Notes are held through the CVM, payment of principal and interest in respect of the Notes

will be (a) credited, according to the procedures and regulations of Interbolsa, by the Paying Agent

(acting on behalf of the Issuer) through TARGET 2 System to the Interbolsa Participant whose control

accounts with Interbolsa are credited with such Notes and thereafter (b) credited by such Interbolsa

Participants from the aforementioned payment current-accounts to the accounts of the owners of those

Notes or through Euroclear and Clearstream, Luxembourg to the accounts with Euroclear and

Clearstream, Luxembourg of the beneficial owners of those Notes, in accordance with the rules and

procedures of Interbolsa, Euroclear or Clearstream, Luxembourg, as the case may be.

Payments

The Issuer must provide Interbolsa with a prior notice of all payments in relation to the Notes and all

necessary information for that purpose. In particular, such notice must contain:

(A) the identity of the Paying Agent responsible for the relevant payment; and

(B) a statement of acceptance of such responsibility by the Paying Agent.

Payment of principal and interest in respect of the Notes will be subject to Portuguese laws and

regulations, notably the Portuguese Companies Code, the Portuguese Securities Code and regulations

from time to time issued and applied by the CMVM and Interbolsa.

On the date on which any payment in respect of the Notes is to be made, the corresponding entries and

counter-entries will be made by Interbolsa in the relevant current accounts held by the Paying Agent

and by the Interbolsa Participants.

Accordingly, payment of principal and interest in respect of Notes (i) in euros will be (a) credited,

according to the procedures and regulations of Interbolsa, by the Paying Agent (acting on behalf of the

Issuer) from the payment current account which the Paying Agent has indicated to, and has been

accepted by, Interbolsa to be used on the Paying Agent’s behalf for payments in respect of securities

held through Interbolsa to the payment current accounts held by the Interbolsa Participants whose

control accounts with Interbolsa are credited with such Notes and thereafter (b) credited by such

Interbolsa Participants from the aforementioned payment current accounts to the accounts of the

owners of those Notes or through Euroclear and Clearstream to the accounts with Euroclear and

Clearstream of the beneficial owners of those Notes or of custodians acting on their behalf, in

accordance with the rules and procedures of Interbolsa, Euroclear or Clearstream, as the case may be

(ii) in currencies other than euros will be (a) transferred, on the payment date and according to the

procedures and regulations applicable by Interbolsa, from the account held by the Paying Agent in the

foreign currency settlement system (Sistema de Liquidação em Moeda Estrangeira), managed by Caixa

Geral de Depósitos, S.A., to the relevant accounts of the relevant Interbolsa Participant, and thereafter

(b) transferred by such Interbolsa Participant from such relevant accounts to the accounts of the owners

of those Notes or of custodians acting on their behalf or through Euroclear and Clearstream to the

accounts with Euroclear and Clearstream of the beneficial owners of those Notes or of custodians

acting on their behalf, in accordance with the rules and procedures of Interbolsa, Euroclear or

Clearstream, as the case may be.

References to Clearstream and/or Euroclear shall, whenever the context so permits, be deemed to

include a reference to any additional or alternative clearing system.

In the case of a partial payment, the amount held in the TARGET 2 System current account of the

Paying Agent must be apportioned pro-rata between the accounts of the Interbolsa Participants. After a

payment has been processed, Interbolsa will obtain confirmation thereof.

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Transfer of Notes

Notes held through Interbolsa may, subject to compliance with all applicable rules, restrictions and

requirements of Interbolsa and Portuguese law, be transferred to a person who wishes to acquire such

Notes. No owner of a Note will be able to transfer such Note, except in accordance with Portuguese

Law and the applicable procedures of Interbolsa.

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the Conditions which will be incorporated by reference into each Note

cleared by Central de Valores Mobiliários, the central securities clearing system managed by

Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores

Mobiliários S.A..

1. General

1.1 The Issuer has agreed to issue the Notes subject to the terms of the Common Representative

Appointment Agreement and these Conditions.

1.2 The Paying Agency Agreement records certain arrangements in relation to the payment of

interest and principal in respect of the Notes.

1.3 Certain provisions of these Conditions are summaries of the Common Representative

Appointment Agreement, the Co-ordination Agreement and the Paying Agency Agreement and

are subject to their detailed provisions.

1.4 The Noteholders are bound by the terms of the Common Representative Appointment

Agreement and are deemed to have notice of all the provisions of the Transaction Documents.

1.5 Copies of the Transaction Documents are available for inspection by the Noteholders, on

reasonable notice, during normal business hours at the registered office for the time being of

the Common Representative and at the Specified Office of the Paying Agent, the initial

Specified Offices, details of which are set out below.

2. Definitions

In these Conditions the defined terms have the meanings set out in Condition 22 (Definitions)

and are subject to the principles of interpretation and construction set out in Paragraph 2

(Principles of Interpretation and Construction) of Schedule 1 (Master Definitions Schedule) of

the Master Framework Agreement.

3. Form, Denomination and Title

3.1 Form and Denomination

The Notes are in dematerialised book-entry (forma escritural) and registered (nominativas)

form in denominations of €100,000. Title to the Notes will pass by registration in the

corresponding securities account.

3.2 Title

The registered holder of any Note shall (except as otherwise required by law) be treated as its

absolute owner for all purposes (including the making of any payment) whether or not any

payment is overdue and regardless of any notice of ownership, trust or any other interest therein,

any writing thereon or any notice of any previous loss or theft thereof and no person shall be

liable for so treating such holder.

Title to the Notes will be evidenced by book entries in accordance with the Portuguese

Securities Code and the regulations issued by the CMVM, by Interbolsa or otherwise applicable

thereto. Each person shown in the Book-Entry Registry of an Interbolsa Participant as the holder

of a Note shall (except as required by law) be deemed to be the holder of such Note. A

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Certificate of Ownership will be delivered by the relevant Interbolsa Participant in respect of its

registered holding of Notes upon request by the relevant Noteholder in accordance with that

Interbolsa Participant’s procedures and pursuant to article 78 of the Portuguese Securities Code.

Title to the Notes is subject to compliance with all rules, restrictions and requirements

applicable to the activities of Interbolsa and all applicable Portuguese laws and regulations.

4. Status, Ranking

4.1 Status

The Notes of each Class constitute limited recourse obligations of the Issuer and the Notes and

the other Issuer Obligations have the benefit of the statutory segregation under the

Securitisation Law.

4.2 Ranking

The Notes in each Class will at all times rank pari passu amongst themselves without

preference or priority.

4.3 Sole Obligations

The Notes are obligations solely of the Issuer limited to the segregated Receivables Portfolio

corresponding to this transaction (as identified by the corresponding asset code awarded by the

CMVM pursuant to article 62 of the Securitisation Law) and the Transaction Assets and

without recourse to any other assets of the Issuer pertaining to other issuances of securitisation

notes by the Issuer or to the Issuer's own funds or to the Issuer's directors, managers or

shareholders and are not obligations of, or guaranteed by, any of the other Transaction Parties.

4.4 Priorities of Payment during the Revolving Period or the Amortisation Period

On any Interest Payment Date during the Revolving Period or the Amortisation Period,

payments of interest due on the Class A Notes will rank in priority to payments of any amounts

due on the Class B Notes in accordance with the Pre-Enforcement Interest Payment Priorities.

4.5 Priorities of Payment after the Delivery of an Enforcement Notice

After the delivery of an Enforcement Notice, any payments due under the Class A Notes will

rank in priority to any payments due on the Class B Notes in accordance with the Post-

Enforcement Payment Priorities.

4.6 Priorities of Payments

On any Interest Payment Date during the Revolving Period or the Amortisation Period, the

Issuer is required to apply the Available Interest Distribution Amount in accordance with the

Pre-Enforcement Interest Payment Priorities, and the Available Principal Distribution Amount

in accordance with the Pre-Enforcement Principal Payment Priorities and, thereafter, all

amounts received or recovered by the Issuer and/or the Common Representative in respect of

the Receivables Portfolio will be applied in accordance with the Post-Enforcement Payment

Priorities.

5. Statutory Segregation of Transaction Assets

5.1 Segregation under the Securitisation Law

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The Notes and any Issuer Obligations have the benefit of the statutory segregation under the

Securitisation Law.

5.2 Restrictions on Disposal of Transaction Assets

The Common Representative shall only be entitled to dispose of the Transaction Assets upon

the delivery by the Common Representative of an Enforcement Notice in accordance with

Condition 12 (Events of Default) and subject to the provisions of Condition 13 (Proceedings).

6. Issuer Covenants

6.1 Issuer Covenants

So long as any Note remains outstanding, the Issuer shall comply with all the covenants of the

Issuer, as set out in the Transaction Documents, including but not limited to those covenants set

out in Schedule 4 (Issuer Covenants) of the Master Framework Agreement.

6.2 Transaction Manager Report

The Issuer Covenants include an undertaking by the Issuer to provide to the Common

Representative, the Rating Agencies and the Paying Agent or to procure that the Common

Representative, the Rating Agencies and the Paying Agent are provided with the Transaction

Manager Report.

6.3 Transaction Manager Reports available for inspection

The Transaction Manager Reports will be made available for inspection on the website of the

Transaction Manager at www.sf.citidirect.com.

7. Interest and Class B Return Amount

7.1 Accrual

Each Class A Note bears interest on its Principal Amount Outstanding from the Closing Date.

The Class B Notes bear an entitlement to receive the Class B Return Amount.

7.2 Cessation of Interest

Each Class A Note shall cease to bear interest from the date on which the Notes will be

redeemed in accordance with these Conditions unless, upon due presentation, payment of the

principal is improperly withheld or refused, in which case, it will continue to bear interest in

accordance with this Condition (both before and after judgment) until whichever is the earlier

of:

(A) the day on which all sums due in respect of such Note up to that day are received by

or on behalf of the relevant Noteholder; and

(B) the day which is 7 (seven) days after the date on which the Paying Agent or the

Common Representative has notified the Noteholders of such Class that it has

received all sums due in respect of the Notes of such Class up to such seventh day

(except to the extent that there is any subsequent default in payment).

7.3 Calculation Period of less than one year

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Whenever it is necessary to compute an amount of interest in respect of any Class A Note for a

period of less than a full year, such interest shall be calculated on the basis of the applicable

Day Count Fraction.

7.4 Interest Payments

Interest on each Class A Note is payable in euro in arrears on each Interest Payment Date

commencing on the First Interest Payment Date, in an amount equal to the Interest Amount in

respect of such Note for the Interest Period ending on the day immediately preceding such

Interest Payment Date.

7.5 Class B Return Amount Payments

Payment of any Class B Return Amount in relation to the Class B Notes is payable, pari passu

on all Class B Notes, in euro in arrears on each Interest Payment Date commencing on the First

Interest Payment Date, in an amount equal to the Class B Return Amount calculated as at the

Calculation Date immediately preceding such Interest Payment Date and notified to the Class B

Noteholders, in accordance with the Notices Condition.

7.6 Calculation of Class B Return Amount

Upon or as soon as practicable after each Calculation Date, the Issuer shall calculate (or shall

cause the Transaction Manager to calculate) the Class B Return Amount payable on each Class

B Note for the related Interest Period.

7.7 Notification of Interest Amount and Interest Payment Date

Two Business Day prior to each Interest Payment Date, the Agent Bank will cause:

(a) the Interest Amount for each Class A Note for the related Interest Period; and

(b) the Interest Payment Date next following the related Interest Period,

to be notified to the Issuer, the Transaction Manager, the Common Representative and the

Paying Agent and, for so long as the Class A Notes are listed on any stock exchange, such

stock exchange no later than the first day of the relevant Interest Period.

7.8 Notification of Class B Return Amount

As soon as practicable after each Calculation Date, the Transaction Manager will cause the

Class B Return Amount to be notified to the Issuer, the Agent Bank, the Common

Representative, the Paying Agent.

7.9 Publication of Interest Amount and Interest Payment Date

As soon as practicable after receiving each notification of the Interest Amount and the Interest

Payment Date in accordance with Condition 7.7 (Notification of Interest Amount and Interest

Payment Date) the Issuer will cause such Interest Amount for each Class A Notes and the next

following Interest Payment Date to be published in accordance with the Notices Condition.

7.10 Amendments to Publications

The Interest Amount for the Class A Notes and the Class B Return Amount for the Class B

Notes and the Interest Payment Date so published or notified may subsequently be amended (or

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appropriate alternative arrangements made by way of adjustment) without notice in the event of

any extension or shortening of the relevant Interest Period.

7.11 Determination or Calculation by Common Representative

If the Agent Bank does not at any time for any reason determine the Interest Amount for the

Class A Notes in accordance with this Condition, or if the Transaction Manager does not at any

time for any reason determine the Class B Return Amount for the Class B Notes, the Common

Representative may (but without any liability accruing to the Common Representative as a

result):

(A) calculate the Interest Amount for each Class of Notes in the manner specified in this

Condition; and/or

(B) calculate the Class B Return Amount for the Class B Notes in the manner specified in

this Condition,

and any such determination and/or calculation shall be deemed to have been made by

the Transaction Manager;

8. Final Redemption, Mandatory Redemption in part and Optional Redemption

8.1 Final Redemption

Unless previously redeemed as provided in this Condition, the Issuer shall redeem the Notes in

each Class at their Principal Amount Outstanding on the Final Legal Maturity Date.

8.2 Mandatory Redemption in part of the Class A Notes

(A) If, on each Interest Payment Date during the Revolving Period, the residual balance

of the Available Principal Distribution Amount after giving effect to items (a) and

(b) of the Pre-enforcement Principal Payment Priorities exceeds 10% of the

aggregate Principal Outstanding Balance of the Performing Receivables as of the

preceding Additional Collateral Determination Date (taking into account the

purchase to be made on such Interest Payment Date), the Class A Notes shall be

redeemed on such Interest Payment Date pari passu and on a pro rata basis for an

amount equal to such excess;

(B) On each Interest Payment Date during the Amortisation Period the Issuer will cause

any Available Principal Distribution Amount available for this purpose on such

Interest Payment Date to be applied in the redemption in part of the Principal

Amount Outstanding of the Class A Notes determined as at the related Calculation

Date in accordance with the Pre-Enforcement Principal Payment Priorities, the

relevant amount being applied to Class A Notes equal to the lesser of the Available

Principal Distribution Amount and the Principal Amount Outstanding of the Class A

Notes, in an amount rounded down to the nearest 0.01 euro on a per Class A Note

basis.

8.3 Mandatory Redemption in part of the Class B Notes

On each Interest Payment Date on which there is a reduction in the Cash Reserve Account

Required Amount, the Issuer will cause the Class B Notes to be redeemed in an amount up to

the amount of the reduction in the Cash Reserve Account Required Amount (to the extent that

the payment includes amounts attributable to the reduction in the Cash Reserve Account

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Required Amount) on such Interest Payment Date, rounded down to the nearest 0.01 euro on a

per Class B Note basis and in accordance with the Pre-Enforcement Interest Payment Priorities.

8.4 Mandatory Redemption in whole of the Class B Notes

On the last Interest Payment Date (after redemption in full of the Class A Notes) if any Class B

Return Amount is to be paid by the Issuer in accordance with Condition 7.5 (Class B Return

Amount Payments), the Issuer will cause the Class B Notes to be redeemed in full in an amount

which is equal to the Principal Amount Outstanding of the Class B Notes, provided that, if on

such Interest Payment Date the funds available to the Issuer are not sufficient to redeem the

Class B Notes at their Principal Amount Outstanding, the Class B Notes shall be redeemed in

full and all the claims of the Class B Noteholders for any shortfall in the Principal Amount

Outstanding of the Class B Notes shall be deemed to be extinguished.

8.5 Calculation of Note Principal Payments and Principal Amount Outstanding

On (or as soon as practicable after) each Calculation Date, the Issuer shall calculate (or cause

the Transaction Manager to calculate):

(A) the aggregate of any Note Principal Payments due in relation to each Class on the

Interest Payment Date immediately succeeding such Calculation Date;

(B) the Principal Amount Outstanding of each Note in each Class on the Interest

Payment Date immediately succeeding such Calculation Date (after deducting any

Note Principal Payment due to be made on that Interest Payment Date in relation to

such Class).

8.6 Calculations final and binding

Each calculation by or on behalf of the Issuer of any Note Principal Payment or the Principal

Amount Outstanding of a Note of each Class shall in each case (in the absence of any Breach of

Duty and any manifest or proven error) be final and binding on all persons.

8.7 Common Representative to determine amounts in the case of a default by the Issuer

If the Issuer does not at any time for any reason calculate (or cause the Transaction Manager to

calculate) any Note Principal Payment or the Principal Amount Outstanding in relation to each

Class in accordance with this Condition, such amounts may be calculated by the Common

Representative (without any liability accruing to the Common Representative as a result) in

accordance with this Condition (based on information supplied to it by the Issuer or the

Transaction Manager) and each such calculation shall be deemed to have been made by the

Issuer.

8.8 Optional Redemption in whole

(A) The Issuer may redeem all (but not some only) of the Notes in each Class at their Principal

Amount Outstanding (together with accrued interest) on any Interest Payment Date:

(a) when, on the related Calculation Date, the Aggregate Principal Outstanding Balance

of the Purchased Receivables is equal to or less than 10 (ten) per cent. of the

Aggregate Principal Outstanding Balance of all of the Purchased Receivables in the

Initial Receivables Portfolio as at the Initial Collateral Determination Date together

with the Aggregate Principal Outstanding Balance of the Purchased Receivable in

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any Additional Receivables Portfolio as at the relevant Additional Collateral

Determination Date; or

(b) after the occurrence of a Regulatory Change with respect to the Originator;

subject to the following:

(i) that the Issuer has given not more than 60 (sixty) nor less than 30 (thirty) days' notice

to the Common Representative, the Paying Agent and the Noteholders in accordance

with the Notices Condition of its intention to redeem all (but not some only) of the

Notes in each Class;

(ii) in the case of (A) above the sale of the Receivables Portfolio will be carried out in

compliance with Article 45(1) or Article 45(2)(d) of the Securitisation Law; and, in

the case of (B) above, such sale will be carried out in compliance with Article 45(1)

of the Securitisation Law;

(iii) that prior to giving any such notice, the Issuer shall have provided to the Common

Representative a certificate signed by two directors of the Issuer to the effect that it

will have the funds on the relevant Interest Payment Date, not subject to the interest

of any other person, required to redeem the Class A Notes pursuant to this Condition

and meet its payment obligations of a higher priority under the Pre-Enforcement

Payment Priorities; and

(iv) that the sale of the Receivables Portfolio has been agreed at (at least) the then current

market price. The Issuer may obtain one or more valuation reports as it considers

necessary in order to establish at its own discretion after consulting with the

Originator the market value of the Receivables Portfolio based on the valuation

reports received,

provided that if on such Interest Payment Date the funds available to the Issuer are not

sufficient to redeem the Class B Notes at their Principal Amount Outstanding, the Class B

Notes shall be redeemed in full and all the claims of the Class B Noteholders for any

shortfall in the Principal Amount Outstanding of the Class B Notes shall be extinguished.

(B) In the event that all of the Notes are held by the Originator, the Originator as sole

Noteholder, may require the Issuer to redeem all (but not some only) of the Notes in each

Class at their Principal Amount Outstanding (together with accrued interest) on any

Interest Payment Date, provided that all the following conditions will have been met:

(a) an unanimous Resolution of the sole Noteholder will have been passed either at a

duly convened and held Meeting or by means of a Written Resolution, approving the

early redemption of the Notes; and

(b) the Issuer will have given not more than 60 (sixty) nor less than 30 (thirty) days'

notice to the Common Representative and the Paying Agent in accordance with the

Notices Condition of its intention to redeem all (but not some only) of the Notes in

each Class, provided that this notice may be waived by the resolution referred under

a) above;

(c) the Originator will have accepted to acquire the Receivables Portfolio on the relevant

early redemption date; and

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(d) the Issuer will have provided to the Common Representative, prior to the envisaged

early redemption date, a certificate signed by 2 (two) directors of the Issuer

confirming, amongst other things, should that be the case, that it will have sufficient

funds on the relevant Interest Payment Date, not subject to the interest of any other

person, to redeem the Notes pursuant to this Condition and meet its payment

obligations of a higher priority under the Pre-Enforcement Payment Priorities,

provided that if on such Interest Payment Date the funds available to the Issuer are not

sufficient to redeem the Class B Notes at their Principal Amount Outstanding, the Class B

Notes shall be redeemed in full and all the claims of the Class B Noteholders for any

shortfall in the Principal Amount Outstanding of the Class B Notes shall be extinguished.

8.9 Optional Redemption in whole for taxation reasons

The Issuer may redeem all (but not some only) of the Notes in each Class at their Principal

Amount Outstanding together with accrued interest on any Interest Payment Date:

(A) after the date on which, by virtue of a change in Tax law of the Issuer's Jurisdiction (or

the application or official interpretation of such Tax law), the Issuer would be required to

make a Tax Deduction from any payment in respect of the Notes (other than by reason of

the relevant Noteholder having some connection with the Portuguese Republic, other

than the holding of the Notes); or

(B) after the date on which, by virtue of a change in the Tax law of the Issuer's Jurisdiction

(or the application or official interpretation of such Tax law), the Issuer would not be

entitled to relief for the purposes of such Tax law for any material amount which it is

obliged to pay, or the Issuer would be treated as receiving for the purposes of such Tax

law any material amount which it is not entitled to receive, under the Transaction

Documents; or

(C) after the date of a change in the Tax law of the Issuer's Jurisdiction (or the application or

official interpretation of such Tax law) which would cause the total amount payable in

respect of any Note to cease to be receivable by the Noteholders including as a result of

any of the Obligors being obliged to make a Tax Deduction in respect of any payment in

relation to any Assigned Right or the Issuer being obliged to make a Tax Deduction in

respect of any payment in relation to any Note,

subject to the following:

(i) that the Issuer has given not more than (60) sixty nor less than 30 (thirty) days' notice

to the Common Representative, the Paying Agent and the Noteholders in accordance

with the Notices Condition of its intention to redeem all (but not some only) of the

Notes in each Class; and

(ii) that the Issuer has provided to the Common Representative, prior to the notice under

paragraph above:

(a) a legal opinion (in form and substance satisfactory to the Common

Representative) from a firm of lawyers in the Issuer's Jurisdiction (approved in

writing by the Common Representative), opining on the relevant change in Tax

law; and

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(b) a certificate signed by two directors of the Issuer to the effect that the

obligation to make a Tax Deduction cannot be avoided; and

(c) a certificate signed by two directors of the Issuer to the effect that it will have

the funds on the relevant Interest Payment Date, not subject to the interest of

any other person, required to redeem the Notes pursuant to this Condition and

meet its payment obligations of a higher priority under the Pre-Enforcement

Payment Priorities;

(iii) that the sale of the Receivables Portfolio will be carried out in compliance with Article

45(1) of the Securitisation Law

provided that if on such Interest Payment Date the funds available to the Issuer are not sufficient

to redeem the Class B Notes at their Principal Amount Outstanding, the Class B Notes shall be

redeemed in full and all the claims of the Class B Noteholders for any shortfall in the Principal


8.10 Conclusiveness of certificates and legal opinions

Any certificate or legal opinion given by or on behalf of the Issuer pursuant to Condition 8.9

(Optional Redemption in whole) and Condition 8.10 (Optional Redemption in whole for taxation

reasons) may be relied on by the Common Representative without further investigation and

shall be conclusive and binding on the Noteholders and on the Transaction Creditors. All

certificates required to be signed by the Issuer will be signed by the Issuer's directors without

personal liability.

8.11 Notice of Calculation

The Issuer will cause the Transaction Manager to notify the Common Representative and the

Agents of a Note Principal Payment and the Principal Amount Outstanding in relation to each

Class of Notes immediately after calculation and, for so long as the Class A Notes are listed on

the Stock Exchange, the Stock Exchange and will immediately cause details of each calculation

of a Note Principal Payment and a Principal Amount Outstanding in relation to each Class to be

published in accordance with the Notices Condition by not later than 5 (five) Business Days

prior to each Interest Payment Date.

8.13 Notice of no Note Principal Payment

If no Note Principal Payment is due to be made on the Notes in relation to any Class on any

Interest Payment Date, a notice to this effect will be given to the Noteholders in accordance

with the Notices Condition by not later than 5 (five) Business Days prior to such Interest

Payment Date.

8.14 Notice irrevocable

Any such notice as is referred to in Condition 8.9 (Optional Redemption in whole) or Condition

8.10 (Optional Redemption in whole for taxation reasons) or Condition 8.12 (Notice of

Calculation) shall be irrevocable and, upon the expiration of such notice, the Issuer shall be

bound to redeem the Notes to which such notice relates at their Principal Amount Outstanding

if effected pursuant to Condition 8.9 (Optional Redemption in whole) or Condition 8.10

(Optional Redemption in whole for taxation reasons) and in an amount equal to the Note

Principal Payment calculated as at the related Calculation Date if effected pursuant to

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Condition 8.2 (Mandatory Redemption in part of the Class A Notes) and Condition 8.3

(Mandatory Redemption in part of Class B Notes).

8.15 No Purchase

The Issuer may not at any time purchase any of the Notes.

9. Limited Recourse

Each of the Noteholders will be deemed to have agreed with the Issuer that notwithstanding

any other provisions of these Conditions or the Transaction Documents, all obligations of the

Issuer to the Noteholders, including, without limitation, the Issuer Obligations, are limited in

recourse as set out below:

(A) it will have a claim only in respect of the Transaction Assets and will not have any

claim, by operation of law or otherwise, against, or recourse to, any of the Issuer's

other assets or its contributed capital;

(B) sums payable to each Noteholder in respect of the Issuer's obligations to such

Noteholder shall be limited to the lesser of (a) the aggregate amount of all sums due

and payable to such Noteholder and (b) the aggregate amounts received, realised or

otherwise recovered by or for the account of the Issuer in respect of the Transaction

Assets (whether arising from an enforcement of the Security or otherwise), net of any

sums which are payable by the Issuer in accordance with the Payment Priorities in

priority to or pari passu with sums payable to such Noteholder; and

(C) on the Final Legal Maturity Date or upon (a) the Common Representative giving

written notice to the Noteholders or any of the Transaction Creditors that it has

determined in its sole opinion, and the Servicer having certified to the Common

Representative, that there is no reasonable likelihood of there being any further

realisations in respect of the Transaction Assets (other than the Transaction

Accounts) and (b) the Transaction Manager having certified to the Common

Representative that there is no reasonable likelihood of there being any further

realisations in respect of the Transaction Accounts which would be available to pay

in full the amounts outstanding under the Transaction Documents and the Notes

owing to such Transaction Creditors and the Noteholders, then such Transaction

Creditors and the Noteholders shall have no further claim against the Issuer in respect

of any such unpaid amounts and such unpaid amounts shall be discharged in full.

10. Payments

10.1 Principal and interest

Payments of principal and interest in respect of the Class A Notes and payments of any Class B

Return Amount may only be made in euro. Payment in respect of the Class A Notes of

principal and interest or any Class B Return Amount will, in accordance with the applicable

rules and procedures of Interbolsa, be (a) credited by the Paying Agent (acting on behalf of the

Issuer) through the TARGET2 System to the Interbolsa Participants (whose control accounts

with Interbolsa are credited with such Notes) and (b) thereafter credited by such Interbolsa

Participants from the aforementioned payment current-accounts to the accounts of the owners

of those Notes or through Euroclear and Clearstream, Luxembourg to the accounts with

Euroclear and Clearstream, Luxembourg of the beneficial owners of those Notes, in accordance

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with the rules and procedures of Interbolsa, Euroclear or Clearstream, Luxembourg, as the case

may be.

10.2 Payments subject to fiscal laws

All payments in respect of the Notes are subject in all cases to any applicable fiscal or other

laws and regulations, but without prejudice to the provisions of Condition 11 (Taxation), no

commissions or expenses shall be charged to the holder of any Note.

10.3 Payments on Business Days

If the due date for payment of any amount in respect of any Notes is not a business day, the

holder shall not be entitled to payment in such place of the amount due until the next succeeding

business day in the place of presentation on which banks are open for business in such place of

presentation and shall not be entitled to any further interest or other payment in respect of any

such delay.

10.4 Business Days

In this Condition 10 (Payments), "business day" means any day on which banks are open for

presentation and payment of bearer debt securities and for dealings in euro in such place of

presentation and, in the case of payment by transfer to an account in euro, as referred to above,

on which dealings in euro may be carried in London, Lisbon and Paris, and in such place of

presentation and in which the TARGET 2 System is open.

10.5 Notifications to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions

given, expressed, made or obtained for the purposes of this Condition, whether by the Paying

Agent, the Agent Bank or the Common Representative shall - in the absence of any gross

negligence (“negligência grosseira”), wilful default (“dolo”), fraud (“burla”) or manifest error

(“erro manifesto”) - be binding on the Issuer and Transaction Creditors and - in the absence of

any gross negligence (“negligência grosseira”), wilful default (“dolo”) or fraud (“burla”) - no

liability to the Common Representative, the Noteholders or the other Transaction Creditors

shall attach to the Agents, or the Common Representative in connection with the exercise or

non exercise by them or any of them of their powers, duties and discretions under this

Condition 10 (Payments).

11. Taxation

11.1 Payments free of Tax

All payments of principal and interest in respect of the Notes shall be made free and clear of,

and without withholding or deduction for, any Taxes unless the Issuer, the Common

Representative or any Paying Agent (as the case may be) is required by law to make any such

payment subject to any such withholding or deduction. In that event, the Issuer, the Common

Representative, or any Paying Agent (as the case may be) shall be entitled to withhold or

deduct the required amount for or on account of Tax from such payment and shall account to

the relevant Tax Authorities for the amount so withheld or deducted.

11.2 No payment of additional amounts

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Neither the Issuer, the Common Representative, nor the Paying Agent will be obliged to pay

any additional amounts to Noteholders in respect of any Tax Deduction made in accordance

with Condition 11.1 (Payments Free of Tax) above.

11.3 Taxing Jurisdiction

If the Issuer becomes subject at any time to any taxing jurisdiction other than the Portuguese

Republic, references in these Conditions to the Portuguese Republic shall be construed as

references to the Portuguese Republic and/or such other jurisdiction.

11.4 Tax Deduction not Event of Default

Notwithstanding that the Common Representative, the Issuer or any Paying Agent is required

to make a Tax Deduction in accordance with in Condition 11.1 (Payments Free of Tax) above

this shall not constitute an Event of Default.

12. Events of Default

12.1 Events of Default

Subject to the other provisions of this Condition, each of the following events shall be treated

as an "Event of Default":

(A) Non-payment: the Issuer fails to pay any amount of principal in respect of the Notes

within 5 (five) days of the due date for payment of such principal or, fails to pay any

amount of interest in respect of the Most Senior Class of Notes within ten days of the

due date for payment of such interest;

(B) Breach of other obligations: the Issuer defaults in the performance or observance of

any of its other obligations under or in respect of the Notes, the Common

Representative Appointment Agreement or in respect of the Issuer Covenants and

such default is, in the opinion of the Common Representative materially prejudicial to

the interests of the Noteholders and either (a) in the opinion of the Common

Representative, incapable of remedy or (b) being a default which is, in the opinion of

the Common Representative, capable of remedy, remains unremedied for 30 (thirty)

days or such longer period as the Common Representative may agree after the

Common Representative has given written notice of such default to the Issuer; or

(C) Issuer Insolvency: an Insolvency Event occurs with respect to the Issuer, or.

(D) Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with

any of its obligations under or in respect of the Notes or the Common Representative

Appointment Agreement.

12.2 Delivery of Enforcement Notice

If an Event of Default occurs and is continuing, the Common Representative may at its absolute

discretion and shall if so requested in writing by the holders of at least 25 (twenty five) per

cent. of the Principal Amount Outstanding of the Most Senior Class of outstanding Notes or if

so directed by a Resolution of the holders of the Most Senior Class of outstanding Notes

deliver an Enforcement Notice to the Issuer.

12.3 Conditions to delivery of Enforcement Notice

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Notwithstanding Condition 12.2 (Delivery of an Enforcement Notice) the Common

Representative shall not be obliged to deliver an Enforcement Notice unless:

(A) in the case of the occurrence of any of the events mentioned in Condition 12.1(B)

(Breach of other obligations), the Common Representative shall have certified in

writing that the occurrence of such event is in its opinion materially prejudicial to the

interests of the Noteholders; and

(B) in any case it shall have been pre-funded, indemnified and/or secured in accordance

with the terms of the Common Representative Appointment Agreement.

12.4 Consequences of delivery of Enforcement Notice

Upon the delivery of an Enforcement Notice, the Notes of each Class shall become

immediately due and payable without further action or formality at their Principal Amount

Outstanding together with any unpaid Interest Amount and accrued interest on these amounts.

13. Proceedings

13.1 Proceedings

After the occurrence of an Event of Default, the Common Representative may at its absolute

discretion, and without further notice, institute such proceedings as it thinks fit to enforce its

rights under the Notes and the Common Representative Appointment Agreement in respect of

the Notes of each Class and under the other Transaction Documents, in any case acting to serve

the best interests of the Noteholders as a class, but it shall not be bound to do so unless:

(A) so requested in writing by the holders of at least 25 (twenty five) per cent. of the

Principal Amount Outstanding of the Most Senior Class of outstanding Notes; or

(B) so directed by a Resolution of the Noteholders of the Most Senior Class of

outstanding Notes;

and in any such case, only if it shall have been pre-funded, indemnified and/or secured in

accordance with the terms of the Common Representative Appointment Agreement.

13.2 Directions to the Common Representative

Without prejudice to Condition 13.1 (Proceedings), the Common Representative shall not be

bound to take any action described in Condition 13.1 (Proceedings) and may take such action

without having regard to the effect of such action on individual Noteholders or any other

Transaction Creditor. The Common Representative shall have regard to the Noteholders of

each Class as a Class and, for the purposes of exercising its rights, powers, duties or

discretions, the Common Representative shall have regard only to the Most Senior Class of

Notes then outstanding, provided that so long as any of the Most Senior Class of Notes are

outstanding, the Common Representative shall not, and shall not be bound to, act at the request

or direction of the Noteholders of any other Class of Notes unless:

(A) to do so would not, in its opinion, be materially prejudicial to the interests of the

Noteholders of all the Classes of Notes ranking senior to such other Class; or

(B) (if the Common Representative is not of that opinion) such action of each Class is

sanctioned by a Resolution of the Noteholders of the Class or Classes of the Notes

ranking senior to such other Class.

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13.3 Restrictions on disposal of Transaction Assets

If an Enforcement Notice has been delivered by the Common Representative, the Common

Representative will only be entitled to dispose of the Receivables Portfolio to a Portuguese

securitisation fund (FTC) or to another Portuguese securitisation company (STC) or to the

Originator in accordance with the Securitisation Law.

14. No action by Noteholders or any other Transaction Party

14.1 The Noteholders may be restricted from proceeding individually against the Issuer and the

Transaction Assets or otherwise seek to enforce the Issuer's Obligations, where such action or

actions, taken on an individual basis, contravene a Resolution of the Noteholders.

14.2 Furthermore, and to the extent permitted by Portuguese Law, only the Common Representative

may pursue the remedies available under the general law or under the Common Representative

Appointment Agreement against the Issuer and the Transaction Assets and, other than as

permitted in this Condition 14.2, no Transaction Creditor (other than the Common

Representative) shall be entitled to proceed directly against the Issuer and the Transaction

Assets or otherwise seek to enforce the Issuer's Obligations. In particular, each Transaction

Creditor agrees with and acknowledges to each of the Issuer and the Common Representative,

and the Common Representative agrees with and acknowledges to the Issuer that:

(A) none of the Transaction Creditors other than the Common Representative (nor any

person on their behalf) is entitled, otherwise than as permitted by the Transaction

Documents, to direct the Common Representative to take any proceedings against the

Issuer or take any proceedings against the Issuer unless the Common Representative,

having become bound to serve an Enforcement Notice or having been requested in

writing or directed by a Resolution of the Noteholders (and pre-funded, indemnified

and/or secured) in accordance with Condition 13.1 (Proceedings) to take any other

action to enforce its rights under the Notes and the Common Representative

Appointment Agreement and under the other Transaction Documents (such

obligation a "Common Representative Action"), fails to do so within 30 (thirty)

days of becoming so bound or of having been so requested or directed and that failure

is continuing (in which case each of the Noteholders and the Transaction Creditors

shall (subject to Condition s 14.2(C) and 14.2(D)) be entitled to take any such steps

and proceedings as it shall deem necessary in respect of the Issuer);

(B) none of the Transaction Creditors other than the Common Representative (nor any

person on their behalf) shall have the right to take or join any person in taking any

steps against the Issuer for the purpose of obtaining payment of any amount due from

the Issuer to any of such Transaction Parties unless the Common Representative,

having become bound to take a Common Representative Action, fails to do so within

30 (thirty) days of becoming so bound and that failure is continuing (in which case

each of the Noteholders and the Transaction Creditors shall (subject to Condition s

14.2(C) and 14.2(D)) be entitled to take any such steps and proceedings as it shall

deem necessary in respect of the Issuer);

(C) until the date falling two years after the Final Discharge Date none of the Transaction

Creditors nor any person on their behalf (including the Common Representative)

shall initiate or join any person in initiating any Insolvency Event or the appointment

of any insolvency official in relation to the Issuer; and

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(D) none of the Transaction Creditors shall be entitled to take or join in the taking of any

steps or proceedings which would result in the Payment Priorities not being observed.

14.3 Common Representative and Agents

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 of any such Class of Notes as a result of such holders being

connected in any way with a particular territory or taxing jurisdiction provided that so long as

any of the Class A Notes are outstanding, if there is a conflict of interest between the interests

of the holders of the Class A Notes and the interests of the holders of the Class B Notes, the

Common Representative shall only have regard to the interests of the holders of the Class A

Notes, provided further that, while any Notes of a Class ranking senior to any other Class of

Notes are then outstanding, the Common Representative shall not and shall not be bound to, act

at the request or direction of the Noteholders of any other Class of Notes unless:

(A) to do so would not, in its opinion, be materially prejudicial to the interests of the

Noteholders of all the Classes of Notes ranking senior to such other Class; or

(B) (if the Common Representative is not of that opinion) such action of each Class is

sanctioned by a Resolution of the Noteholders of the Class or Classes of the Notes

ranking senior to such other Class.

In a number of circumstances set out in the Transaction Documents, the Common

Representative is given a right to take any action or to omit to take any action where it

determines that a particular matter is or is not materially prejudicial to the interests of

Noteholders and/or the other Transaction Creditors. In determining whether any matter is or is

not materially prejudicial to the interests of Noteholders and/or the other Transaction Creditors

the Common Representative shall be entitled to assume that the matter will not be materially

prejudicial to the interests of Noteholders and/or the other Transaction Creditors if it receives

confirmation that such matter does not adversely affect the Ratings of the Class A Notes.

14.4 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 and no person shall be appointed to act as a substitute common representative

without a previous Resolution for such purpose having been approved.

15. Meetings of Noteholders

15.1 Convening

The Common Representative Appointment Agreement contains Provisions for Meetings of

Noteholders for convening separate or combined meetings of Noteholders of any Class to

consider matters relating to the Notes, including the modification of any provision of these

Conditions or the Common Representative Appointment Agreement and the circumstances in

which modifications may be made if sanctioned by a Resolution.

15.2 Separate and combined meetings

The Common Representative Appointment Agreement provides that (subject to Condition 15.6

(Relationship between Classes)):

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(A) a Resolution which in the opinion of the Common Representative affects the Notes of

only one Class shall be transacted at a separate meeting of the Noteholders of that

Class;

(B) a Resolution which in the opinion of the Common Representative affects the

Noteholders of more than one Class of Notes but does not give rise to an actual or

potential conflict of interest between the Noteholders of one Class of Notes and the

holders of another Class of Notes may be transacted either at separate meetings of the

Noteholders of each such Class or at a single meeting of the Noteholders of all such

Classes of Notes as the Common Representative shall determine in its absolute

discretion; and

(C) a Resolution which relates to a Reserved Matter or which in the opinion of the

Common Representative affects the Noteholders of more than one Class and gives

rise to any actual or potential conflict of interest between the Noteholders of one

Class of Notes and the Noteholders of any other Class of Notes shall be transacted at

separate meetings of the Noteholders of each such Class.

15.3 Request from Noteholders

A meeting of Noteholders of a particular Class may be convened by the Common

Representative or the Issuer at any time and must be convened by the Common Representative

(subject to its being indemnified and/or secured in accordance with the terms of the Common

Representative Appointment Agreement) upon the request in writing of Noteholders of a

particular Class holding not less than five (five) per cent. of the aggregate Principal Amount

Outstanding of the outstanding Notes of that Class.

15.4 Quorum

The quorum at any Meeting convened to vote on:

(A) a Resolution not regarding a Reserved Matter, relating to a Meeting of a particular

Class or Classes of the Notes, including any adjourned Meeting, will be any person or

persons holding or representing at least 1/5 (one fifth) of the Principal Amount

Outstanding of the Notes then outstanding so held or represented in such Class or

Classes; and

(B) a Resolution regarding a Reserved Matter, relating to a Meeting of a particular Class

or Classes of the Notes, including any adjourned Meeting, will be any person or

persons holding or representing at least 50 (fifty) per cent. of the Principal Amount

Outstanding of the Notes then outstanding so held or represented in such Class or

Classes.

15.5 Majorities

The majorities required to pass a Resolution at any meeting convened in accordance with these

rules shall be:

(A) if in respect to a Resolution not regarding a Reserved Matter, the majority of the

votes cast at the relevant Meeting, including any adjourned Meeting; or

(B) if in respect to a Resolution regarding a Reserved Matter (which must be proposed

separately to each Class of Noteholders), at least 2/3 (two-thirds) of the votes cast at

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the relevant Meeting or, at any adjourned Meeting 50 (fifty) per cent. of the votes cast

at the relevant Meeting.

15.6 Relationship between Classes

In relation to each Class of Notes:

(A) no Resolution involving a Reserved Matter that is passed by the holders of one Class

of Notes shall be effective unless it is sanctioned by a Resolution of the holders of

each of the other Classes of Notes (to the extent that there are outstanding Notes in

each such other Classes);

(B) no Resolution to approve any matter other than a Reserved Matter of any Class of

Notes shall be effective unless it is sanctioned by a Resolution of the holders of each

of the other Classes of Notes then outstanding ranking senior to such Class to the

extent that there are Notes outstanding ranking senior to such Class unless the

Common Representative considers that none of the holders of each of the other

Classes of Notes ranking senior to such Class, would be materially prejudiced by the

absence of such sanction; and

(C) any Resolution passed at a Meeting of Noteholders of one or more Classes of Notes

duly convened and held in accordance with the Common Representative

Appointment Agreement shall be binding upon all Noteholders of such Class or

Classes, whether or not present at such Meeting, except in the case of a meeting

relating to a Reserved Matter, any resolution passed at a meeting of the holders of the

Most Senior Class of Notes duly convened and held as aforesaid shall also be binding

upon the holders of all the other Classes of Notes.

15.7 Resolutions in writing

A Written Resolution shall take effect as if it were a Resolution.

16. Modification and Waiver

16.1 Modification

The Common Representative may at any time and from time to time, unless expressly directed

not to do so by a Noteholder holding all the outstanding Notes, without the consent or sanction

of the Noteholders or any other Transaction Creditor, concur with the Issuer and any other

relevant Transaction Creditor in making:

(A) any modification to the Notes, these Conditions or any of the other Transaction

Documents in relation to which the consent of the Common Representative is

required (other than in respect of a Reserved Matter or any provision of the Notes,

these Conditions or any of the 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 (i) the holders of the Most Senior Class of

Notes then outstanding (which, in the case of the Class A Notes, will be the case if

the Common Representative receives confirmation that such modification does not

result in an adverse effect on the Ratings of such Notes) and (ii) any of the

Transaction Creditors, unless in the case of (ii) such Transaction Creditors have given

their prior written consent to any such modification; or

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(B) any modification, other than a modification in respect of a Reserved Matter, to the

Notes, these Conditions or any of the Transaction Documents in relation to which the

consent of the Common Representative is required, 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, to the satisfaction of the Common Representative, is

proven,

provided that notice thereof has been delivered to the Noteholders in accordance with the

Notices Condition (only to the extent the Common Representative requires such notice to be

given) and to the Rating Agencies.

16.2 Waiver

In addition, the Common Representative may, at any time and from time to time, in its

discretion, 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 Creditor 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 Common Representative

Appointment Agreement, the Notes or the other Transaction Documents (other than in respect

of a Reserved Matter or any provision of the Notes, the Common Representative Appointment

Agreement or such other Transaction Document 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 (i) the holders of the Most Senior Class of Notes then outstanding (which, in

the case of the Class A Notes, will be the case if the Common Representative receives

confirmation that any such authorisation or waiver does not result in an adverse effect on the

Ratings of the Class A Notes) and (ii) any of the Transaction Creditors, unless such Transaction

Creditors have given their prior written consent to any such authorisation or waiver (except that

the Common Representative 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 Common

Representative Appointment Agreement, the Notes or any of the other Transaction

Documents), provided that notice thereof has been delivered to the Noteholders in accordance

with the Notices Condition (only to the extent the Common Representative requires such notice

to be given) and to the Rating Agencies.

16.3 Restriction on power

The Common Representative shall not exercise any powers conferred upon it by Condition 16.1

(Modification) and Condition 16.2 (Waiver) (in which case, and without prejudice to other

limitations to its liability set out in the Transaction Documents, the Common Representative

shall not be liable for not doing so) in contravention of any of the restrictions set out therein or

any express direction by a Resolution of the holders of the Most Senior Class of Notes then

outstanding or of a request or direction in writing made by the holders of not less than 50 (fifty)

per cent. in aggregate Principal Amount Outstanding of the Most Senior Class of Notes then

outstanding, but no such direction or request (a) shall affect any modification previously made

or any authorisation or waiver previously given or made or (b) shall determine any

modification, authorise or waive any such proposed breach or breach relating to a Reserved

Matter unless the holders of the Class A Notes then outstanding have, by Resolution, so

determined, authorised or waived such breach or proposed breach.

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Any waiver or modification agreed with the Issuer by the Common Representative following

the approval of, and in compliance with, a Resolution will discharge the Common

Representative from any and all liability whatsoever that may arise to the Noteholders from

such action and the Common Representative may not be held liable for the consequences of

any such waiver or modification.

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 Rating Agencies and

the other relevant Transaction Creditors in accordance with the Notices Condition and the

Transaction Documents.

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 other

Transaction Creditors.

17. Prescription

17.1 Principal

Claims for principal in respect of the Notes shall become void within twenty years of the

appropriate Relevant Date.

17.2 Interest

Claims for interest in respect of the Class A Notes and any Class B Return Amount shall

become void five years of the appropriate Relevant Date.

18. Common Representative and Agents

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 pre-funded

or reimbursed for any Liabilities incurred by it in priority to the claims of the Noteholders and

the other 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 the 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, (i) the Common

Representative will not be obliged to enforce the provisions of the Common Representative

Appointment Agreement or any other Transaction Document unless it is directed to do so by

the Noteholders in accordance with the Transaction Documents and unless it is indemnified

and/or secured and/or pre-funded to its satisfaction, and (ii) any costs incurred by the Common

Representative under the terms of this Condition shall be deemed to be Issuer Expenses.

18.2 Common Representative not responsible for loss or for monitoring

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The Common Representative will not be responsible for any loss, expense or liability which

may be suffered as a result of the Transaction Assets 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, the Servicer or the Back-up Servicer) with their

obligations under the 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 (other than arising from its wilful

default, gross negligence or fraud) in relation to the legality, validity, sufficiency, adequacy and

enforceability of the Transaction Documents.

The Common Representative will not be responsible for any loss, expense or liability which

may be suffered as a result of any assets comprised in the Transaction Assets, or any deeds or

documents of title thereto, being uninsured or inadequately insured.

18.3 Regard to classes of Noteholders

In the exercise of its powers and discretions under these Conditions and the Common

Representative Appointment Agreement and the other Transaction Documents, the Common

Representative will have regard to the interests of each class of Noteholders as a class and will

not be responsible for any consequence for individual Noteholders as a result of such holders

being domiciled or resident in, or otherwise connected in any way with, or subject to the

jurisdiction of, a particular territory or taxing jurisdiction.

18.4 Paying Agent solely agent of Issuer

In acting under the Paying Agency Agreement and in connection with the Notes, the Agents act

solely as agents 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 Variation or termination of appointment of Agents

The Issuer reserves the right (with the prior written approval of the Common Representative) to

vary or terminate the appointment of any Agent and to appoint a successor paying agent or

agent bank and additional or successor paying agents at any time, having given not less than 30

(thirty) days notice to such Agent and the Common Representative.

18.6 Maintenance of Agents

The Issuer shall at all times maintain a Paying Agent in accordance with any requirements of

any Stock Exchanges on which the Class A Notes are or may from time to time be listed, a

paying agent and an agent bank. The Issuer will maintain a paying agent in a EU Member State

that will not be obliged to withhold or deduct tax pursuant to European Council Directive

2003/48/EC 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 Agents or in their

Specified Offices shall promptly be given to the Noteholders in accordance with the Notices

Condition.

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19. Notices

19.1 Valid Notices

Any notice to Noteholders shall be validly given if such notice is published on the CMVM’s

website. Additionally, may be published on a page of the Reuters service or of the Bloomberg

service, or of any other medium for the electronic display of data as may be previously

approved in writing by the Common Representative and as has been notified to the Noteholders

in accordance with the Notices Condition,

provided that for as long as the Class A Notes are listed on any stock exchange and the rules of

such stock exchange so require, such notice will be published in a newspaper of daily

circulation in accordance with the requirements of such stock exchange.

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 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 or to a Class or category of them 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

20.1 Governing law

The Common Representative Appointment Agreement and the Notes are governed by, and

shall be construed in accordance with, Portuguese law.

The Receivables Sale Agreement, the Receivables Servicing Agreement, the Paying Agency

Agreement, the Co-ordination Agreement, the Master Framework Agreement, the Class B

Notes Purchase Agreement, these Conditions and the Notes, and all non-contractual obligations

arising out of or in connection with them, are governed by, and shall be construed in

accordance with, Portuguese law.

The Payment Account Agreement and the Cash Reserve Account Agreement, and all non-

contractual obligations arising out of or in connection with them, are governed by, and shall be

construed in accordance with, French law.

The Transaction Management Agreement, the Subscription Agreement, the Master Execution

Deed, and all non-contractual obligations arising out of or in connection with them are

governed by, and shall be construed in accordance with, English Law.

20.2 Jurisdiction

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The courts of Lisbon are to have exclusive jurisdiction to settle any disputes that may arise out

of or in connection with the Notes and accordingly any legal action or proceedings arising out

of or in connection with the Notes may be brought in such courts.

21. Issue of Other Series

The Issuer will be entitled (but not obliged) at its sole option from time to time without the

consent of the Noteholders and the other Transaction Creditors to raise funds in any currency

by the creation and issue of notes of another series which will be collateralised by further assets

acquired by the Issuer which do not form part of the Transaction Assets.

22. Definitions

"Additional Collateral Determination Date" means, in relation to any Additional Purchase

Date, the last Business Day in the relevant calendar month as specified by the Originator on any

Additional Sale Notice;

"Additional Purchase Date" means each Interest Payment Date falling during the Revolving

Period on which the Originator assigns Additional Receivables Portfolios to the Issuer;

"Additional Purchase Price" means, in respect of each Additional Receivables Portfolio to be

assigned by the Originator to the Issuer on any Additional Purchase Date in accordance with

clause 3.5 (Consideration for Additional Receivables Portfolios) of the Receivables Sale

Agreement, corresponding to the aggregate of the Additional Purchase Price Principal

Component and the Additional Purchase Price Interest Component relating to such Additional

Receivables Portfolio;

"Additional Purchase Price Principal Component" means, in respect of the Additional

Purchase Price relating to any Additional Receivables Portfolio to be sold and assigned by the

Originator to the Issuer on any Additional Purchase Date, the Principal Outstanding Balance of

the Purchased Receivables included in such Additional Receivables Portfolio as at the

Additional Collateral Determination Date immediately preceding such Additional Purchase

Date;

"Additional Purchase Price Interest Component" means, in respect of the Additional

Purchase Price relating to any Additional Receivables Portfolio to be sold and assigned by the

Originator to the Issuer on any Additional Purchase Date, the interest arising under the

Purchased Receivables included in such Additional Receivables Portfolio as accrued from the

Additional Collateral Determination Date immediately preceding the such Additional Purchase

Date until such Additional Purchase Date;

"Additional Receivables" means the Receivables contained on any Additional Receivables

Portfolio sold and assigned by the Originator to the Issuer on any Additional Purchase Date;

"Additional Receivables Portfolio" means the portfolio of Additional Receivables which will

be sold and assigned to the Issuer on any given Additional Purchase Date, as specified on the

relevant Additional Sale Notice;

"Additional Sale Notice" means a notice sent by the Originator to the Issuer substantially in the

form set out in Schedule 6 (Additional Sale Notice) to the Receivables Sale Agreement;

"Agent Bank" means Citibank N.A., London Branch, in its capacity as the agent bank in

respect of the Notes in accordance with the Paying Agency Agreement acting through its office

at Citigroup Centre 2, Canada Square, Canary Wharf, E14 5LB London, United Kingdom;

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"Agents" means the Agent Bank and the Paying Agent and "Agent" means any one of them;

"Aggregate Principal Outstanding Balance" means the aggregate amount of the Principal

Outstanding Balance of all Purchased Receivable from time to time;

“Amortisation Event” means, that, on any Interest Payment Date, one of the following events

has occurred and is continuing:

(a) the Revolving Period Scheduled End Date has elapsed;

(b) the Transaction Manager has determined that the credit balance of the Cash Reserve

Account will be less than the Cash Reserve Account Required Amount after giving effect

to the payment pursuant to item (E) of the Pre-Enforcement Interest Payment Priorities on

the succeeding Payment Date;

(c) the Transaction Manager has determined for two consecutive Interest Payment Dates that

the Class A Principal Deficiency Ledger will be in debit after giving effect to the Pre-

Enforcement Interest Payment Priorities on the succeeding Payment Date;

(d) on any Additional Collateral Determination Date, the Delinquency Ratio is higher than

6.5%;

(e) on any Additional Collateral Determination Date, the cumulative Loss Ratio is higher than:

(i) 1.9 per cent. on any Additional Collateral Determination Date falling in or prior to

December 2015;

(ii) 3.4 per cent. on any Additional Collateral Determination Date falling in any month

from January 2016 to June 2016 (included);

(iii) 4.6 per cent. on any Additional Collateral Determination Date falling in any month

from July 2016 to December 2016 (included);

(iv) 5.8 per cent. on any Additional Collateral Determination Date falling in any month

from January 2017 to June 2017 (included);

(v) 6.8 per cent. on any Additional Collateral Determination Date falling in any month

from July 2017 to December 2017 (included);

(vi) 7.8 per cent. on any Additional Collateral Determination Date thereafter;

(f) an Originator Event of Default has occurred and is not cured or remedied within the

applicable cure period;

(g) a Servicer Event has occurred and is not cured or remedied within the applicable cure

period;

“Amortisation Period” means the period from (and including) the Amortisation Period Start

Date and the Interest Payment Date immediately prior to the delivery of an Enforcement Notice

by the Common Representative;

“Amortisation Period Start Date” means the Interest Payment Date falling immediately after

the occurrence of an Amortisation Event;

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"Assets" means the Assigned Rights, the Benefit of the Payment Account and the Cash Reserve

Account and the Benefit of the Transaction Documents;

"Assigned Rights" means the Receivables Portfolio, including the Purchased Receivables and

any Related Security, assigned to the Issuer by the Originator in accordance with the terms of

the Receivables Sale Agreement;

"Assigned Rights Warranties" means the warranties given by the Originator in respect of the

Receivables Portfolio in Part C (Receivables Representations and Warranties of the Originator)

of Schedule 2 (Originator’s Representation and Warranties) of the Receivables Sale

Agreement;

"Auditor" means PwC;

"Authorised Investments" means any investment:

(a) denominated in euro, which may be time deposits in respect of which a security interest

can be created;

(b) which is not an investment in asset-backed securities or credit-linked notes or similar

claims resulting from the transfer of credit risk by means of credit derivatives;

(c) which complies with Article 3 of CMVM Regulation no. 12/2002 and with article 44(3)

of the Securitisation law;

(d) which has a rating of, or (in the case of a bank account or term deposit) is held at or

made with an institution having:

(i) in the case of S&P: a short-term unsecured and unsubordinated rating of at least “A-

2” for investments maturing up to 60 days, or such other rating which does not

negatively affect the then current rating of the Notes, as previously communicated to

the Rating Agencies, or such other rating as acceptable to S&P from time to time;

and

(ii) in the case of DBRS: a short-term unsecured and unsubordinated rating of at least at

least R/2 for investments maturing up to 60 days or such other rating which does not

negatively affect the then current rating of the Notes, as previously communicated to

the Rating Agencies, or such other rating as acceptable to DBRS from time to time;

(e) in any other obligation which complies with ECB eligibility criteria as currently

disclosed and as amended from time to time and which would not adversely affect the

Ratings of the Class A Notes;

(f) which matures, or (in the case of a bank account) from which amounts deposited may be

withdrawn at any time without penalty, up to (and including) the last Business Day prior

to the next Interest Payment Date (including any applicable grace period); and

(g) which matures at par,

provided that the Issuer shall not instruct the Transaction Manager to make any Authorised

Investments in whole or in part actually or potentially in tranches of asset-backed securities,

credit-linked notes, swaps or other derivatives instruments or synthetic securities or in assets

which do not comply with ECB eligibility criteria;

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"Available Interest Distribution Amount" means, in respect of any Interest Payment Date, the

amount calculated by the Transaction Manager as at the Calculation Date immediately

preceding such Interest Payment Date equal to the sum of:

(a) any Interest Collection Proceeds and other interest amounts received by the Issuer as

interest payments under the Receivables Portfolio during the Collection Period


(b) where the proceeds of disposal or on maturity of any Authorised Investment received in

relation to the relevant Collection Period exceed the original cost of such Authorised

Investment, the amount of such excess;

(c) as the case may be, any amounts paid by the Originator pursuant to the Receivables

Sale Agreement, after deduction of the amounts allocated to principal, in respect of the

repurchase of any Non-Compliant Receivables or any indemnification in relation

therewith;

(d) the amount debited from the Cash Reserve Account (to the extent required) in relation

to paragraphs (a) to (d) of the Pre-Enforcement Interest Payment Priorities;

(e) the amount of any Principal Draw Amount to be made on such Interest Payment Date to

cover any Payment Shortfall in respect of such Interest Payment Date, as transferred

from the Available Principal Distribution Amount;

(f) interest accrued and credited to the Transaction Accounts during the relevant Collection

Period;

(g) the amount debited from the Cash Reserve Account, being an amount equivalent to the

difference, if positive, between the balance of the Cash Reserve Account on such

Calculation Date and the Cash Reserve Account Required Amount;

(h) any portion of the Available Principal Distribution Amount remaining after the

redemption in full of the Class A Notes; less

(i) any Withheld Amount;

"Available Principal Distribution Amount" means, in respect of any Interest Payment Date,

the amount calculated by the Transaction Manager as at the Calculation Date immediately

preceding such Interest Payment Date as being equal to:

(a) the amount of any Principal Collection Proceeds to be received by the Issuer as

principal payments under the Receivables Portfolio during the Collection Period


(b) the amount of any Class A Revenue Addition Amount which is applied by the

Transaction Manager on such Interest Payment Date in reducing the debit balance on

the Class A Principal Deficiency Ledger until the Class A Principal Deficiency Ledger

is zero;

(c) during the Revolving Period, any part of the Available Principal Distribution Amount

remaining from the previous Interest Payment Date after payment (if any) of item (c) of

the Pre-Enforcement Principal Payment Priorities on such Interest Payment Date; less

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(d) the amount of any Principal Draw Amount to form part of the Available Interest

Distribution Amount on such Interest Payment Date;

"Back-up Servicer" means an entity appointed as such pursuant to the Receivables Servicing

Agreement;

“Benefit” means in respect of any interest held, assigned, conveyed, transferred, charged, sold

or disposed of by any person shall be construed so as to include:

(a) all right, title, interest and benefit, present and future, actual and contingent (and interests

arising in respect thereof) of such person in, to, under and in respect of such interest and

all Related Security in respect of such interest;

(b) all monies and proceeds payable or to become payable under, in respect of, or pursuant

to such Interest or its Related Security and the right to receive payment of such monies

and proceeds and all payments made including, in respect of any bank account, all sums

of money which may at any time be credited to such bank account together with all

interest accruing from time to time on such money and the debts represented by such

bank account;

(c) the benefit of all covenants, undertakings, representations, warranties and indemnities in

favour of such person contained in or relating to such interest or its Related Security;

(d) the benefit of all powers of and remedies for enforcing or protecting such person's right,

title, interest and benefit in, to, under and in respect of such interest or its Related

Security, including the right to demand, sue for, recover, receive and give receipts for

proceeds of and amounts due under or in respect of or relating to such Interest or its

Related Security; and

(e) all items expressed to be held on trust for such person under or comprised in any such

Interest or its Related Security, all rights to deliver notices and/or take such steps as are

required to cause payment to become due and payable in respect of such interest and its

Related Security, all rights of action in respect of any breach of or in connection with any

such interest and its Related Security and all rights to receive damages or obtain other

relief in respect of such breach;

"Breach of Duty" means, in relation to any person, a wilful default, fraud, illegal dealing,

negligence or breach of any agreement or trust by such person;

"Business Day" means any day which, cumulatively, is a TARGET Day, a Lisbon Business

Day and a day on which banks are open for business in London and Paris;

"Calculation Date" means the last Lisbon Business Day of each calendar month in each year,

the first Calculation Date being the last Lisbon Business Day of June 2015;

"Cash Reserve Account" means the account established with the Cash Reserve Account Bank,

or such other bank to which the Cash Reserve Account may be transferred, in the name of the

Issuer, into which, on the Closing Date, an amount equal to the Initial Cash Reserve Amount

will be credited;

"Cash Reserve Accounts Agreement" means the account agreement relating to the Cash

Reserve Account dated on or about the Closing Date and made between the Issuer, the Cash

Reserve Account Bank and the Common Representative;

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"Cash Reserve Account Bank" means CA Consumer Finance, S.A., in its capacity as cash

reserve account bank in accordance with the terms of the Cash Reserve Account Agreement,

whose registered office is at Rue du Bois Sauvage, 91038 Evry Cedex, Paris, France;

"Cash Reserve Account Required Amount" means, on any Calculation Date during the

Revolving Period and the Amortisation Period, 1.25% of the Principal Amount Outstanding of

the Class A Notes, subject to a minimum of EUR 2,500,000, provided always that, on the Legal

Final Maturity Date, any Interest Payment Date on which the Class A Notes are or have been

are fully redeemed or the Principal Outstanding Balance of Performing Receivables, as at the

related Calculation Date, is zero, the Cash Reserve Account Required Amount shall be nil;

“Certificate of Ownership” means, in relation to any Note and for the purposes of proving

ownership or a Meeting, a certificate issued in accordance with Article 78 of the Portuguese

Securities Code by the financial intermediary holding an individual securities account in which

the Notes are registered in which it is stated that the Notes will not be released until the earlier

of: (i) the conclusion of the Meeting, and (ii) the surrender of such certificate to such financial

intermediary; and (b) that the bearer of such certificate is the owner of the Notes to which it

relates;

"Citibank Portugal" means Citibank International Limited - Sucursal em Portugal, acting

through its office at Rua Barata Salgueiro, 30, 4.º, 1269-056 Lisboa, Portugal;

"Class" or "class" means the Class A Notes and the Class B Notes as the context may require,

and "Classes" or "classes" shall be construed accordingly;

"Class A Noteholders" means the persons who for the time being are the holders of the Class A

Notes;

"Class A Notes" means the €500,000,000 Class A Asset-Backed Fixed Rate Notes due July

2038 issued by the Issuer on the Closing Date;

"Class A Principal Deficiency Ledger" means the principal deficiency ledger created and

maintained by the Transaction Manager in accordance with the Transaction Management

Agreement, so that the debit balance on such principal deficiency ledger is not greater than the

aggregate Principal Amount Outstanding of the Class A Notes;

"Class B Noteholders" means the persons who for the time being are the holders of the Class B

Notes;

"Class B Notes" means the €146,300,000 Class B Asset-Backed Notes due July 2038 issued by

the Issuer on the Closing Date;

"Class B Notes Purchase Agreement” means the agreement so named to be entered into on the

Closing Date between the Issuer and the Class B Notes Purchaser;

"Class B Notes Purchaser” means Credibom;

“Class B Return Amount” means in relation to an Interest Payment Date:

(A) other than the last Interest Payment Date on which a Class B Return Amount is to be

paid in respect of the Class B Notes, the Available Interest Distribution Amount

calculated as at the related Calculation Date less the aggregate of the amounts to be

paid by the Issuer in respect of paragraphs (a) to (g) of the Pre-Enforcement Interest

Payment Priorities on such Interest Payment Date; and

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(B) which is the last Interest Payment Date:

(i) firstly, the Principal Amount Outstanding of the Class B Notes as at such

Interest Payment Date or such other date as applicable; and

(ii) secondly, the Available Interest Distribution Amount calculated as at the

related Calculation Date less (A) the aggregate of the amounts to be paid by

the Issuer in respect of paragraphs (a) to (g) of the Pre-Enforcement Interest

Payment Priorities on such Interest Payment Date or, the aggregate of the

amounts to be paid by the Issuer in respect of items (a) to (d) of the Post-

Enforcement Payment Priorities, as applicable and (B) the Principal Amount

Outstanding of the Class B Notes as at such Interest Payment Date or such

other date as applicable;

"Clean-up Call Date" means the date on which the Issuer redeems the Notes in accordance

with Condition 8.9(A);

"Clearstream, Luxembourg" means Clearstream Banking Société Anonyme, Luxembourg;

"Closing Date" means 21 July 2015;

"CMVM" means "Comissão do Mercado de Valores Mobiliários", the Portuguese Securities

Market Commission;

"Collateral Determination Date" means the Initial Collateral Determination Date and any

Additional Collateral Determination Date;

"Collection Period" means the period commencing on (but excluding) a Calculation Date and

ending (and including) on the next succeeding Calculation Date, and, in the case of the first

Collection Period, commencing on (and including) the Collateral Determination Date and

ending on (and including) the next Calculation Date;

"Collection Proceeds" means the Interest Collection Proceeds and the Principal Collection

Proceeds;

"Collections" means, in relation to any Receivable, the Principal Collection Proceeds and the

Interest Collection Proceeds;

"Common Representative" means Deutsche Trustee Company Limited in its capacity as

initial representative of the Noteholders pursuant to Article 65 of the Securitisation Law and

Article 359 of the Portuguese Companies Code and in accordance with the Conditions of the

Notes and the terms of the Common Representative Appointment Agreement and any

replacement common representative or common representative appointed from time to time

under the Common Representative Appointment Agreement;

"Common Representative Appointment Agreement" means the agreement so named to be

entered into on the Closing Date between the Issuer and the Common Representative;

"Common Representative's Fees" means the fees payable by the Issuer to the Common

Representative in accordance with the Common Representative Appointment Agreement;

"Common Representative's Liabilities" means any Liabilities due to the Common

Representative in accordance with the terms of the Common Representative Appointment

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Agreement together with interest payable in accordance with the terms of the Common

Representative Appointment Agreement;

"Conditions" means the terms and conditions to be endorsed on the Notes, in or substantially

in the form set out in Schedule 1 (Terms and Conditions of the Notes) of the Common

Representative Appointment Agreement, as any of them may from time to time be modified in

accordance with the Common Representative Appointment Agreement and any reference to a

particular numbered Condition shall be construed in relation to the Notes accordingly;

"Co-ordination Agreement" means the agreement so named to be entered into on the Closing

Date between the Issuer, the Originator, the Servicer, the Transaction Manager, the Payment

Account Bank, the Cash Reserve Account Bank, the Paying Agent, the Agent Bank and the

Common Representative;

"Credibom" means Banco Credibom, S.A, a credit institution incorporated in Portugal with a

share capital of €124,000,000, with its registered office at Lagoas Park, Edifício 14, 2nd

floor,

2740-262 Porto Salvo, Portugal, registered with the Commercial Registry of Cascais under its

tax number 503 533 726;

"Crédit Agricole CIB" means Crédit Agricole Corporate and Investment Bank, in its capacity

as payment account bank in accordance with terms of the Payment Account Bank Agreement,

whose registered office is at 9, quai du Président Paul Doumer, 92920 Paris La Défense, Paris,

France;

"Current Principal Outstanding Balance" means in relation to any Purchased Receivable the

Principal Outstanding Balance of such Purchased Receivable on any relevant date;

“CVM” means the Central de Valores Mobiliários, the Portuguese securities registration system

managed by Interbolsa;

"Day Count Fraction" means in respect of an Interest Period, the actual number of days in such

period divided by three-hundred and sixty;

"DBRS" means DBRS Ratings Ltd.;

“DBRS Long-Term Rating” means for any financial institution, on any date, the rating

determined by applying clause A), B), C) or D) below:

A) if such financial institution is a bank holding company, and an issuer senior debt rating by

DBRS is publicly available for such bank holding company at such date, then the DBRS

Long-Term Rating will be such issuer & senior debt rating published by DBRS and

available as at such date;

B) if such financial institution is a bank, and a public senior unsecured long-term, long term

debt & deposit rating is publicly available by DBRS for such financial institution at such

date, then DBRS Long-Term Rating will be such senior unsecured long-term debt & deposit

rating published by DBRS and available as at such date;

C) if a DBRS Long-Term Rating for such financial institution cannot be determined under

clauses A) or B) above, and a private rating or internal assessment was provided to the

Servicer or the Transaction Manager by DBRS to within six months from such date, then the

DBRS Long-Term Rating will be such private rating or internal assessment; or

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D) if a DBRS Long-Term Rating for such financial institution cannot be determined under

clauses A), B) or C) above, then the DBRS Long-Term Rating will be the private rating or

internal assessment as determined by DBRS and provided to the Servicer on the Transaction

Manager, as at such date;

"Deemed Principal Loss" means, in relation to any Assigned Right which is a Defaulted

Receivable, an amount equal to 100 (one hundred) per cent of the Principal Outstanding

Balance (which shall not be deemed to be zero) of such Assigned Right determined at the

Calculation Date;

"Defaulted Receivable" means on any day, any Receivables in respect of an Assigned Right:

(a) in respect of which one payment is more than 90 days past due;

(b) in respect of which the related Receivables Contract has been accelerated;

(c) which has been written-off by the Servicer;

(d) an Insolvent Debtor Receivable; or

(e) which has been restructured in accordance with the provisions of article 17(1)(b) of

Decree- Law 227/2012 of 25 October;

"Delinquency Ratio" means the ratio, expressed as a percentage, which is calculated by the

Transaction Manager by reference to each Calculation Date, between (i) the Principal

Outstanding Balance of the Purchased Receivables which are Delinquent Receivables and (ii)

the Principal Outstanding Balance of all Purchased Receivables;

"Delinquent Receivable" means any Receivable in respect of which at least one monthly

instalment is outstanding for more than (thirty days) after the Instalment Due Date relating

thereto and which is neither a Defaulted Receivable nor an Insolvent Debtor Receivable;

"Encumbrance" means:

(A) a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any

person or granting any security to a third party; or

(B) any other type of preferential arrangement (including any title transfer and retention

arrangement) having a similar effect;

"Enforcement Notice" means a notice delivered by the Common Representative to the Issuer in

accordance with the Condition 12 (Events of Default) which declares the Notes to be

immediately due and payable;

"Enforcement Procedures" means the exercise, according to the Operating Procedures, of

rights and remedies against an Obligor in respect of such Obligor's obligations arising from any

Assigned Right in respect of which such Obligor is in default;

"Euro", "€" or "euro" means the lawful currency of member states of the European Union that

adopt the single currency introduced in accordance with the Treaty;

"Euroclear" means Euroclear Bank S.A./N.V.;

"Event of Default" means any one of the events specified in Condition 12 (Events of Default);

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"Extension Ratio" means the ratio, expressed as a percentage, between: (i) the Aggregate

Principal Outstanding Balance of all the Purchased Receivables which maturity has been subject

to extension since the beginning of the then current calendar year quarter; divided by (ii) the

Aggregate Principal Outstanding Balance of the Purchased Receivables at the start of the then

current calendar year quarter;

"Final Discharge Date" means the date on which the Common Representative is satisfied that

all Issuer Obligations and/or all other monies and other liabilities due or owing by the Issuer in

connection with the Notes have been paid or discharged in full;

"Final Legal Maturity Date" means the Interest Payment Date falling on July 2038;

"First Interest Payment Date" means 25 of September 2015;

"Holder" means the registered holder of a Note and the words "holders" and related

expressions shall (where appropriate) be construed accordingly;

"Initial Cash Reserve Amount" means an amount equal to €6,300,256.67 to be paid on the

Closing Date from the proceeds of the issue of the Class B Notes into the Cash Reserve

Account;

"Initial Collateral Determination Date" means 30 June 2015:

"Initial Purchase Price" means, in respect of the Initial Receivables Portfolio, the amount to be

paid by the Issuer to the Originator in accordance with clause 3.2 (Consideration for Initial

Receivables Portfolio) of the Receivables Sale Agreement, corresponding to the aggregate of

the Initial Purchase Price Principal Component and the Initial Purchase Price Interest

Component relating to the Initial Receivables Portfolio;

"Initial Purchase Price Interest Component" means, in respect of the Initial Purchase Price

relating to the Initial Receivables Portfolio assigned by the Originator to the Issuer on the

Closing Date, €3,682,425.78, corresponding to the interest arising under the Purchased

Receivables included in the Initial Receivables Portfolio as accrued from the relevant repayment

date under each Purchased Receivable and the Initial Collateral Determination Date and which

is to be paid to the Originator on Closing Date;

"Initial Purchase Price Principal Component" means, in respect of the Initial Purchase Price

relating to the Initial Receivables Portfolio assigned by the Originator to the Issuer on the

Closing Date, €639,999,743.33 corresponding to the Principal Outstanding Balance of the

Purchased Receivables included in the Initial Receivables Portfolio as at the Initial Collateral

Determination Date and which is to be paid by the Issuer to the Originator on the Closing Date;

"Initial Receivables" means the Receivables contained in the Initial Receivables Portfolio;

"Initial Receivables Portfolio" means the portfolio of Assigned Rights assigned or purported to

be assigned by the Originator to the Issuer on the Closing Date in consideration for which the

Initial Purchase Price will be paid to the Originator and identified in electronic format in the

CD-ROM included in the Receivables Sale Agreement as Schedule 5 (Initial Receivables

Portfolio) thereto;

"Insolvency Event" in respect of a natural person or entity means:

(a) the initiation of, or consent to any Insolvency Proceedings by such person or entity;

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(b) the initiation of Insolvency Proceedings against such a person or entity unless such

proceeding is contested in good faith on appropriate legal advice and the same has a

reasonable prospect of discontinuing or discharging the same;

(c) the application (unless such application is contested in good faith on appropriate legal

advice and the same has a reasonable prospect of discontinuing or discharging the same)

to any court for, or the making by any court of, an insolvency or an administration order

against such person or entity;

(d) the enforcement of, or any attempt to enforce (unless such attempt is contested in good

faith on appropriate legal advice and the same has a reasonable prospect of discontinuing

or discharging the same) any security over the whole or a material part of the assets and

revenues of such a person or entity;

(e) any distress, execution, attachment or similar process (unless such process, if

contestable, is contested in good faith on appropriate legal advice and the same has a

reasonable prospect of discontinuing or discharging the same) being levied or enforced

or imposed upon or against any material part of the assets or revenues of such a person or

entity;

(f) the appointment by any court of a liquidator, provisional liquidator, administrator,

administrative receiver, receiver or manager, common representative, trustee or other

similar official in respect of all (or substantially all) of the assets of such a person or

entity generally;

(g) the making of an arrangement, composition or reorganisation with the creditors that has a

material impact on the assets of such a person or entity; or

(h) such person or entity is deemed unable to pay its debts generally within the meaning of

any liquidation, insolvency, composition, reorganisation or other similar laws in the

jurisdiction of its incorporation or establishment;

"Insolvency Proceedings" means:

(a) the presentation of any petition for the insolvency of a natural person (whether such

petition is presented by such person or another party); or

(b) the winding-up, dissolution or administration of an entity,

and shall be construed so as to include any equivalent or analogous proceedings under the law

of the jurisdiction in which such person or entity is ordinarily resident or incorporated (as the

case may be) or of any jurisdiction in which such person or entity may be liable to such

proceedings;

"Insolvent Debtor Receivable" means any Receivable the Obligor of which is insolvent

pursuant to the Portuguese Insolvency Code (Código da Insolvência e da Recuperação de

Empresas, as approved by Decree-Law 53/2004 of 18 March, as amended from time to time);

"Instalment Deferral Ratio" means the ratio, expressed as a percentage, between: (i) the

Aggregate Principal Outstanding Balance of all the Purchased Receivables which instalments

have been deferred since the beginning of the then current calendar year quarter; divided by (ii)

the Aggregate Principal Outstanding Balance of the Purchased Receivables at the start of the

then current calendar year quarter;

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"Instalment Due Date" means, in relation to any Assigned Right, the original date on which

each monthly instalment or quarterly instalment (as the case may be) is due and payable under

the relevant Receivables Contract;

"Insurance Policies" means the insurance policies taken out by Obligors in respect of

Receivables Contracts regarding which the Originator is also a beneficiary and any other

insurance contracts of similar effect in replacement, addition or substitution therefor from time

to time and "Insurance Policy" means any one of those insurance policies;

“Interbolsa” means INTERBOLSA – Sociedade Gestora de Sistemas de Liquidação e de

Sistemas Centralizados de Valores Mobiliários, S.A., having its registered office at Avenida da

Boavista, 3433, 4100-138 Porto, Portugal;

"Interbolsa Participant" means any authorised financial intermediary entitled to hold control

accounts with Interbolsa on behalf of their customers and includes any depository banks

appointed by Euroclear and Clearstream, Luxembourg for the purpose of holding accounts on

behalf of Euroclear and Clearstream, Luxembourg;

"Interest Amount" means:

(A) in respect of each Class A Note for any Interest Period the amount of interest

calculated by multiplying the Principal Amount Outstanding of such Class A Note on

the relevant Interest Payment Date next following such Interest Determination Date

by the relevant Note Rate and multiplying the amount so calculated by the relevant

Day Count Fraction and rounding the resultant figure to the nearest 0.01 euro; plus

(B) in respect of the Class A Notes for any Interest Period, the aggregate amount in

paragraph (A) above, of all notes in such Class A Notes for such Interest Period;

"Interest Collection Proceeds" means, in respect of any Business Day, the portion of the

aggregate amount that stands to the credit of the relevant Servicing Account that relates to the

Interest Component of the Assigned Rights;

"Interest Component" means in respect of any Assigned Rights:

(A) all interest accrued and to accrue thereon (collected and to be collected thereunder) from

and including the Collateral Determination Date which shall be determined, in respect of

the Assigned Rights, on the basis of the rate of interest specified in the relevant Receivables

Contract including, for the avoidance of doubt, any late payment or ancillary interest;

(B) all Liquidation Proceeds in respect of the Assigned Rights allocated to interest;

(C) all Collections with respect to an Assigned Right that relate to principal where, and to the

extent of, a debit balance recorded on the Class A Principal Deficiency Ledger with respect

to such Assigned Right;

(D) all Collections in respect of Defaulted Receivables;

(E) all Repurchase Proceeds allocated to interest;

(F) any indemnification paid by the Originator to the Issuer pursuant to the Receivables Sale

Agreement allocated to interest in respect of the rescission of the transfer of any Non-

Compliant Receivable;

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(G) all interest accrued and credited to the Payment Account in the Collection Period ending

immediately prior to the related Calculation Date;

"Interest Payment Date" means the 25th

day of each calendar month in each year commencing

on the First Interest Payment Date until the Final Legal Maturity Date (inclusive), provided that

if any such day is not a Business Day, it shall be the immediately succeeding Business Day

unless it would as a result fall into the next calendar month, in which case it will be brought

forward to the next preceding Business Day;

"Interest Period" means each period from (and including) an Interest Payment Date (or the

Closing Date) to (but excluding) the next (or First) Interest Payment Date;

"Issue Price" means, in respect of the Class A Notes, an amount equal to 100 per cent. of the

aggregate Principal Amount Outstanding of such Notes on the Closing Date and in respect of

the Class B Notes, an amount equal to 102.517 per cent. of the aggregate Principal Amount

Outstanding of such Notes on Closing Date;

"Issuer" means Sagres;

"Issuer Covenants" has the meaning given to such term in Condition 6 (Issuer Covenants);

"Issuer Expenses" means any fees, liabilities and expenses, in relation to this transaction,

payable by the Issuer to the Servicer, the Back-up Servicer (or any successor) (if any Back-up

Servicer is appointed), the Transaction Manager (or any successor), any Paying Agent

(including the Paying Agent), the Payment Account Bank, the Cash Reserve Account Bank, the

Agent Bank, the Common Representative (or any appointee or delegate of the Common

Representative), in respect of any director's fees or emoluments and any Third Party Expenses

that would be paid or provided for by the Issuer on the next Interest Payment Date, including

the Issuer Fixed Transaction Revenue;

"Issuer Fixed Transaction Revenue" means an amount equal to 0.015 (zero point zero one

five) per cent. per annum of the Principal Amount Outstanding of the Notes on the relevant

Interest Payment Date payable in arrears on each Interest Payment Date, subject to a minimum

amount of €75,000 (seventy five thousand euro) annually;

"Issuer Obligations" means the aggregate of all moneys and Liabilities which from time to

time are or may become due, owing or payable by the Issuer to each, some or any of the

Noteholders or the other Transaction Creditors under the Transaction Documents;

"Issuer's Jurisdiction" means the Portuguese Republic;

"Lending Criteria" means the lending criteria set out in the Operating Procedures;

"Liabilities" means in respect of any person, any losses, liabilities, damages, costs, awards,

expenses (including properly incurred legal fees) and penalties incurred by that person together

with any VAT thereon;

"Liquidation Proceeds" means, in relation to an Assigned Right, the net proceeds from the

realisation of such Assigned Right including those proceeds arising from the sale or other

disposition of other security or property or other asset of the related Obligor or any other party

directly or indirectly liable for payment of the Receivables related to such Assigned Right and

available to be applied thereon;

"Lisbon Business Day" means any day on which banks are open for business in Lisbon;

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"Loss Ratio" means the ratio, expressed as a percentage, as calculated by the Transaction

Manager, on each Calculation Date, between (i) the aggregate of Deemed Principal Loss

arising from the Closing Date until such Calculation Date and (ii) the aggregate Purchase Price

Principal Component of all Purchased Receivables acquired by the Issuer from the Issue Date

until such Calculation Date;

"Main Market" means the main regulated market of the Stock Exchange;

"Master Framework Agreement" means the Agreement so named dated on or about the

Closing Date and initialled for the purpose of identification by each of the Transaction Parties;

"Material Adverse Effect" means, a material adverse effect on the validity or enforceability of

any of the Transaction Documents or, in respect of a Transaction Party, a material adverse

effect on:

(A) the business, operations, property, condition (financial or otherwise) of such

Transaction Party to the extent that such effect would, with the passage of time or the

giving of notice, be likely to impair such Transaction Party's performance of its

obligations under any of the Transaction Documents;

(B) the rights or remedies of such Transaction Party under any of the Transaction

Documents including the accuracy of the representations and warranties given by such

party thereunder; or

(C) in the context of the Assigned Rights, a material adverse effect on the interests of the

Issuer or the Common Representative in the Assets;

"Material Term" means, in respect of any Receivables Contract, any provision thereof on the

date on which the Assigned Right is assigned to the Issuer relating to (i) the maturity date of

the Assigned Right, (ii) the ranking of the Related Security (if any) provided by the relevant

Obligor, (iii) the interest rate, (iv) the Principal Outstanding Balance of such Purchased

Receivable and (v) the amortisation profile of such Assigned Right;

"Meeting" means a meeting of Noteholders of any class or classes (whether originally

convened or resumed following an adjournment);

“Minimum Long-Term Rating” means, cumulatively, in respect of any entity, such person's

long term unsecured, unsubordinated, unguaranteed debt obligations being rated, in the case of

DBRS, at least the DBRS Long-Term Rating of “BBB” (and not under negative review) and in

the case of S&P, “BBB”, or such other rating as may be agreed by the Rating Agencies from

time to time as would maintain the then current ratings of the Notes;

"Monthly Servicing Report" means the report so named relating to the Assigned Rights to be

delivered by the Servicer to the Issuer, the Transaction Manager, the Rating Agencies, the Sole

Arranger and the Sole Lead Manager pursuant to Paragraph 22 (Monthly Servicing Reports) of

Part 8 (Provision of Information) of Schedule 1 (Services to be provided by the Servicer) to the

Receivables Servicing Agreement in the form set out in Schedule 5 (Form of Monthly Servicing

Report) thereto or as otherwise specified from time to time by the Transaction Manager;

"Most Senior Class" means, the Class A Notes whilst they remain outstanding or the Class B

Notes once the Class A Notes have been redeemed in full;

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"Non-Compliant Receivable" means any Purchased Receivable which did not comply with

the Eligibility Criteria on the relevant Purchase Date or which has been subject to any waiver,

variation, amendment by the Originator or which is not a Permitted Variation;

"Note Principal Payment" means, any payment to be made or made by the Issuer in

accordance with Condition 8.1 (Final Redemption), Condition 8.2 (Mandatory Redemption in

part of the Class A Notes), Condition 8.4 (Mandatory Redemption in whole of the Class B

Notes) and Condition 8.9 (Optional Redemption in whole for taxation reasons);

"Note Rate" means, in respect of the Class A Notes for each Interest Period, a fixed rate of

1.10 per cent. per annum;

"Noteholders" means the persons who for the time being are the holders of the Notes;

"Notes" means the Class A Notes and the Class B Notes;

"Notices Condition " means Condition 19 (Notices);

"Notification Event" means:

(a) the delivery by the Common Representative of an Enforcement Notice to the Issuer in

accordance with the Conditions;

(b) the occurrence of an Insolvency Event in respect of the Originator;

(c) the termination of the appointment of Credibom as Servicer in accordance with the

terms of the Receivables Servicing Agreement; and/ or

(d) if the Originator is required to deliver a Notification Event Notice by the laws of the

Portuguese Republic;

"Notification Event Notice" means a notice substantially in the form set out in Schedule 4

(Notification Events) of the Receivables Sale Agreement;

"Obligor" means, in respect of any Purchased Receivable, the related obligor or obligors or

other person or persons who is or are under any obligation to repay that Purchased Receivable

or who is or who are otherwise obliged to make a payment with respect to that Purchased

Receivable, including any guarantor (or comparable person) of such obligor and "Obligors"

means all of them;

“Operating Procedures” means the operating procedures applicable to the Originator

currently in force (as amended, varied or supplemented from time to time in accordance with

the Receivables Servicing Agreement);

"Original Principal Amount Outstanding" means the Principal Amount Outstanding on the

Closing Date;

"Original Principal Outstanding Balance" means in relation to any Purchased Receivable the

Principal Outstanding Balance of such Purchased Receivable on the Closing Date;

"Originator" means Credibom;

“Originator Event of Default” means each of the following events:

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(A) any default by the Originator in:

(i) any of its payment obligations under the Transaction Documents on the due date

and such default remains unremedied for 5 (five) Business Days after becoming

aware of such default or being notified by the relevant party; and

(ii) any of its other material obligations under the Transaction Documents and such

default remains unremedied for 10 (ten) Business Days,

(B) an Insolvency Event occurs in respect of the Originator; or

(C) the Originator is subject to a withdrawal of its banking licence;

"Originator's Warranty" means each statement of the Originator contained in Schedule 2

(Originator’s Representations and Warranties) to the Receivables Sale Agreement and

"Originator's Warranties" means all of those statements;

"Outstanding" means, in relation to the Notes, all the Notes other than:

(a) those which have been redeemed and cancelled in full in accordance with their

respective Conditions;

(b) those in respect of which the date for redemption, in accordance with the provisions of

the Conditions, has occurred and for which the redemption monies (including all

interest accrued thereon to such date for redemption) have been duly paid to the

Common Representative or the Paying Agent in the manner provided for in the Paying

Agency Agreement (and, where appropriate, notice to that effect has been given to the

Noteholders in accordance with the Notices Condition) and remain available for

payment in accordance with the Conditions;

(c) those which have become void under the Conditions;

provided that for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of Noteholders;

(ii) the determination of how many and which Notes are for the time being

outstanding for the purposes of clause 12 (Waiver), clause 13 (Modifications),

clause 15 (Proceedings and actions by the Common Representative), clause 22

(Appointment of new common representative) and clause 23 (Notice of a new

common representative) of the Common Representative Appointment Agreement

and Condition 12 (Events of Default), Condition 13 (Proceedings) and Condition

15 (Meetings of Noteholders) and the Provisions for Meetings of Noteholders; and

(iii) any discretion, power or authority, whether contained in the Common

Representative Agreement or provided by law, which the Common

Representative is required to exercise in or by reference to the interests of the

Noteholders or any of them,

those Notes (if any) which are for the time being held by or for the benefit of the

Issuer, the Originator, the Servicer or the Transaction Manager shall (unless and

ceasing to be so held) be deemed not to remain outstanding, unless all of the Notes are

held by the Originator and/or the Servicer;

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"Participating Member State" means at any time any member state of the European Union

that has adopted the euro as its lawful currency in accordance with the Treaty;

"Paying Agency Agreement" means the agreement so named dated on or about the Closing

Date between the Issuer, the Agents, and the Common Representative;

"Paying Agent" means the paying agent named in the Paying Agency Agreement together with

any successor or additional paying agents appointed from time to time in connection with the

Notes under the Paying Agency Agreement;

"Payment Account" means the account in the name of the Issuer and maintained at the

Payment Account Bank (or such other bank to which the Payment Account may be transferred

according to the terms of the Transaction Documents) and into which Collections are

transferred by the Servicer;

"Payment Account Agreement" means the account agreement relating to the Payment

Account dated on or about the Closing Date and made between the Issuer, the Payment

Account Bank and the Common Representative;

"Payment Account Bank" means Crédit Agricole Corporate and Investment Bank, in its

capacity as payment account bank in accordance with the terms of the Payment Account Bank

Agreement, whose registered office is at 9, quai du Président Paul Doumer, 92920 Paris La

Défense, Paris, France;

"Payment Priorities" means the Pre-Enforcement Interest Payment Priorities, the Pre-

Enforcement Principal Payment Priorities and the Post-Enforcement Payment Priorities, as the

case may be;

"Payment Shortfall" means, as at any Interest Payment Date, an amount equal to the greater

of:

(a) zero; and

(b) the aggregate of the amounts required to pay or provide in full on such Interest Payment

Date for the items falling in (a) to (d) of the Pre-Enforcement Interest Payment Priorities

less the amount of the Available Interest Distribution Amount calculated in respect of

such Interest Period but before taking into account any Principal Draw Amount;

"Performing Receivables" means the Receivables in respect of which all payments due on an

Instalment Due Date falling in the last Collection Period have been made by the relevant

Obligor by no later than 30 (thirty) days after the respective Instalment Due Date;

"Permitted Variation" means, in relation to any Assigned Right, any amendment or variation

to the Material Terms of the relevant Receivables Contract where following such amendment:

(a) the Extension Ratio is not greater than 0.35 (zero point thirty-five) per cent.; and

(b) the Instalment Deferral Ratio is not greater than 0.5 (zero point five) per cent.,

(in each case as determined from the latest Monthly Servicing Report);

"Post-Enforcement Payment Priorities" means the provisions relating to the order of

payment priorities set out in Condition 4.6 (Priorities of Payments) and in clause 18 (Post-

Enforcement Payment Priorities) of the Common Representative Appointment Agreement;

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"Pre-Enforcement Interest Payment Priorities" means the provisions relating to the order of

payments priorities set out in Paragraph 17 (Pre-Enforcement Interest Payment Priorities) of

Part 7 (Payment Priorities) of Schedule 2 (Services to be provided by the Transaction

Manager) to the Transaction Management Agreement;

"Pre-Enforcement Payment Priorities" means the Pre-Enforcement Interest Payment

Priorities and the Pre-Enforcement Principal Payment Priorities, as the case may be;

"Pre-Enforcement Principal Payment Priorities" means the provisions relating to the order

of payments priorities set out in Paragraph 18 (Pre-Enforcement Principal Payment Priorities)

of Part 7 (Payment Priorities) of Schedule 2 (Services to be provided by the Transaction

Manager) to the Transaction Management Agreement;

"Principal Amount Outstanding" means, on any day:

(a) in relation to a Note, the principal amount of that Note upon issue less the aggregate

amount of any principal payments in respect of that Note which have become due and

payable on or prior to that day;

(b) in relation to a class, the aggregate of the amount in (a) in respect of all Notes

outstanding in such class; and

(c) in relation to the Notes outstanding at any time, the aggregate of the amount in (a) in

respect of all Notes outstanding, regardless of class;

"Principal Collection Proceeds" means, in respect of any Business Day, the portion of the

aggregate amount that stands to the credit of the relevant Servicing Account that relates to the

Principal Component of the Assigned Rights;

"Principal Component" means, in respect of any Collections:

(a) all cash collections and other cash proceeds of any Assigned Right in respect of principal

(whether such principal is express or implied, as determined by the Servicer) collected or

to be collected thereunder from the Collateral Determination Date including repayments

and prepayments of principal thereunder and similar charges allocated to principal;

(b) all Liquidation Proceeds in respect of such Assigned Right (other than Liquidation

Proceeds arising after such Assigned Right becomes a Defaulted Receivable) allocated to

principal (other than such amounts as are referred to in items (c) and (d) of the definition

of "Interest Component");

(c) any indemnification paid by the Originator to the Issuer pursuant to the Receivables Sale

Agreement allocated to principal in respect of the rescission of the transfer of any Non-

Compliant Receivable; and

(d) all Repurchase Proceeds allocated to principal;

"Principal Draw Amount" means in relation to any Interest Payment Date the amount (if any)

of the Available Principal Distribution Amount, which is to be utilised by the Issuer to reduce

or eliminate any Payment Shortfall on such Interest Payment Date;

"Principal Outstanding Balance" means in relation to any Purchased Receivable and on any

date, the aggregate of:

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(a) the original principal amount advanced to the Obligor; plus

(b) any other disbursement, legal expense, fee or charge capitalised; plus

(c) any further advance of principal to the Obligor; less

(d) any repayments of the amounts in (a), (b) and (c) above,

provided that, in respect of any Defaulted Receivable, the Principal Outstanding Balance will

be deemed to be zero;

"Prospectus" means this prospectus dated the Signing Date prepared in connection with the

issue by the Issuer of the Notes;

"Provisions for Meetings of Noteholders" means the provisions contained in Schedule 2

(Provisions for Meetings of Noteholders) of the Common Representative Appointment

Agreement;

"Purchase Date" means the Closing Date or any Additional Purchase Date;

"Purchase Price Interest Component" means the Initial Purchase Price Interest Component

plus any Additional Purchase Price Interest Component;

"Purchase Price Principal Component" means the Initial Purchase Price Principal

Component plus any Additional Purchase Price Principal Component;

"Purchased Receivable" means any Receivables which at any time and from time to time have

been sold and/or assigned or which are purported to be sold and/or assigned or otherwise

transferred by the Originator to the Issuer pursuant to the Receivables Sale Agreement, but

excluding any Receivables Contracts which have been repurchased;

"Rating Agencies" means S&P, or any successor entity thereto and DBRS, or any successor

thereto;

"Ratings" means the then current ratings of the Class A Notes given by each of the Rating

Agencies;

"Receivable" means, any and all present and future payment actually or contingently owing to

the Originator under a Receivables Contract and/or under Related Security;

"Receivables Contract" means a Vehicle loan contract between the Originator and an Obligor

pursuant to which the Obligor is required to make certain monthly payments and under which

one or more Receivables arise;

"Receivables Portfolio" means the Initial Receivables Portfolio together with any Additional

Receivables Portfolio;

"Receivables Sale Agreement" means the agreement so named to be entered into on the

Closing Date and made between the Originator and the Issuer;

"Receivables Servicing Agreement" means an agreement so named to be entered into on the

Closing Date between the Servicer and the Issuer;

"Regulatory Change" means a change published on or after the Closing Date in the Basel

Capital Accord promulgated by the Basel Committee on Banking Supervision (the "Basel

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Accord") or in the international, European or Portuguese regulations, rules or instructions

(including the solvency regulations and transfer of credit risk rules for securitisation

transactions issued by the Bank of Portugal) (the "Bank Regulations") applicable to the

Originator (including any change in the Bank Regulations enacted for purposes of

implementing a change to the Basel Accord) or a change in the manner in which the Basel

Accord or such Bank Regulations are interpreted or applied by the Basel Committee on

Banking Supervision or by any relevant competent international, European or Portuguese body

(including, but not limited to, the Bank of Portugal or any other competent regulatory or

supervisory authority) which, in the reasonable opinion of the Originator, may adversely affect

the rate of return on its capital and/or increase the cost and/or reduce or negate the benefit of

the transaction contemplated by the Notes with respect to the Originator;

"Related Security" means:

(a) all ownership interests, liens, security interests, charges or encumbrances, or other rights

or claims, of the Originator on any property or asset from time to time, if any, purporting

to secure payment of such Receivable, whether pursuant to the Receivables Contract

related to such Receivable or otherwise, together with all financing statements signed by

the Obligor describing any collateral security securing such Receivables;

(b) all guarantees, Insurance Policies, (including life insurance and employment insurance

contracts) and other agreements or arrangements of whatever character from time to time

supporting or securing payment of such Receivable or other Assigned Rights whether

pursuant to the Receivables Contract related to such Receivable or otherwise;

(c) all records related to such Receivable and Assigned Rights;

(d) all proceeds at any time howsoever arising out of the resale, redemption or other disposal

of (net of collection costs), or dealing with, or judgments relating to, any of the

foregoing, any debts represented thereby, and all rights of action against any person in

connection therewith; and

(e) if the Originator retains ownership of the related vehicles or equipment or acquires or

accedes to ownership of any vehicle of the relevant Obligor as a means of securing

payments due in respect of any Receivables, the right (or economic benefit) to all rights

and benefits of the Originator thereto, to the extent legally possible;

"Relevant Date" means, in respect of any Notes, the date on which payment in respect thereof

first becomes due or (if any amount of the money payable is improperly withheld or refused)

the date on which payment in full of the amount outstanding is made or (if earlier) the date 7

(seven) days after the date on which notice is duly given to the Noteholders in accordance with

the Notices Condition that, upon further presentation of the Notes being made in accordance

with the Conditions, such payment will be made, provided that payment is in fact made upon

such presentation;

"Repurchase Proceeds" means such amounts as are received by the Issuer pursuant to the sale

of certain Assigned Rights by the Issuer to the Originator pursuant to the Receivables Sale

Agreement;

"Reserved Matter" means any proposal:

(a) to change any date fixed for payment of principal or interest in respect of the Notes of

any Class, to reduce the amount of principal or interest due on any date in respect of the

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Notes of any Class or to alter the definitions which are relevant for or the method of

calculating the amount of any payment in respect of the Notes of any Class on

redemption or maturity;

(b) to the extent legally admissible, to effect the exchange, conversion or substitution of the

Notes, or the conversion of such Notes into, shares, bonds or other obligations or

securities of the Issuer or any other person or body corporate formed or to be formed;

(c) to change the currency in which amounts due in respect of the Notes are payable;

(d) to alter the priority of payment of interest or principal in respect of the Notes; or

(e) to amend this definition;

"Resolution" means, in respect of matters other than a Reserved Matter, a resolution passed at

a Meeting duly convened and held in accordance with the quorums of the provisions for

Meetings of Noteholders by a majority of the votes cast and, in respect of matters relating to a

Reserved Matter, a resolution passed at a Meeting duly convened and held in accordance with

the quorums of the Provisions for Meetings of Noteholders by at least 50 (fifty) per cent. of

votes cast or by 2/3 of votes cast in any adjourned meeting;

"Revolving Period" means the the period from and including the Closing Date to, but

excluding, the Interest Payment Date falling immediately after the earlier to occur of: (i) an

Amortisation Event; or (ii) the delivery of an Enforcement Notice;

"Revolving Period Scheduled End Date" means the Interest Payment Date falling in June

2018;

"Rounded Arithmetic Mean" means the arithmetic mean (rounded, if necessary, to the nearest

0.0001, 0.00005 being rounded upwards);

"S&P" means Standard & Poor’s Credit Market Services Europe Limited;

"Sagres" means SAGRES - Sociedade de Titularização de Créditos, S.A., a limited liability

company incorporated under the laws of Portugal, as a special purpose vehicle for the purposes

of issuing asset-backed securities, with share capital of €250,000,000 and having its registered

office at Rua Barata Salgueiro, 30, Lisbon, Portugal, registered with the Commercial Registry

of Lisbon under its tax number 506 561 461;

"Secured Amounts" means the aggregate of all moneys and Liabilities which from time to

time are or may become due, owing or payable by the Issuer to each of the Transaction

Creditors under the Notes or the Transaction Documents;

"Securitisation Law" means Decree-Law no. 453/99 of 5 November 1999 as amended from

time to time by Decree-Law no. 82/2002 of 5 April 2002, Decree-Law no. 303/2003 of 5

December 2003, Decree-Law no. 52/2006 of 15 March 2006 and by Decree-Law no. 211-

A/2008 of 3 November 2008;

"Servicer" means Credibom in its capacity as Servicer under the Receivables Servicing

Agreement (but, for the avoidance of doubt, not the Back-up Servicer, before the delivery of a

Servicer Termination Notice);

"Servicer Event" means any of the events specified in clause 17 (Servicer Events) of the

Receivables Servicing Agreement;

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"Servicer Records" means the original and/or any copies of all documents and records, in

whatever form or medium, relating to the Services including all information maintained in

electronic form (including computer tapes, files and discs) relating to the Services;

"Services" means the services to be provided by the Servicer (or the Back-up Servicer upon

delivery of a Servicer Termination Notice to the Servicer) as set out in Schedule 1 (Services to

be provided by the Servicer) to the Receivables Servicing Agreement;

"Servicing Accounts" means each of the accounts listed in column 2 (Servicing Accounts) of

Schedule 4 (Servicing Account Details) of the Receivables Servicing Agreement, utilised for

the time being by the Originator and/or Servicer in relation to Collections on the Assigned

Rights or, with the prior written consent of the Issuer, such other account or accounts as may

for the time being be in addition thereto or substituted therefor and designated as a Servicing

Account;

"Servicing Account Banks" means, in respect of each Servicing Account, the banks listed in

column 1 of Schedule 4 (Servicer Account Details) of the Receivables Servicing Agreement or,

with the prior written consent of the Issuer, such other bank or banks as may for the time being

be nominated by the Originator and/or the Servicer in addition thereto;

"Signing Date" means 20 July 2015;

“Sole Arranger” means Crédit Agricole CIB;

“Sole Lead Manager” means Crédit Agricole CIB;

"Specified Offices" means in relation to any Agent:

(a) the office specified against its name in Schedule 5 (Notices Details) to the Master

Framework Agreement; or

(b) such other office as such Agent may specify in accordance with clause 11.8 (Changes

in Specified Offices) of the Paying Agency Agreement;

"Stock Exchange" means Euronext Lisbon or any successor thereto;

"Subscription Agreement" means an agreement so named dated on or about the Signing Date

between the Issuer, the Originator and the Sole Lead Manager;

"TARGET Day" means any day on which the TARGET 2 System is open;

"TARGET 2 System" means the Trans-European Automated Real-time Gross Settlement

Express Transfer 2 System (TARGET 2);

"Tax" shall be construed so as to include any present or future tax, levy, impost, duty, charge,

fee, deduction or withholding of any nature whatsoever (including any penalty or interest

payable in connection with any failure to pay or any delay in paying any of the same) imposed

or levied by or on behalf of any Tax Authority and "Taxes", "taxation", "taxable" and

comparable expressions shall be construed accordingly;

"Tax Authority" means any government, state, municipal, local, federal or other fiscal,

revenue, customs or excise authority, body or official anywhere in the world exercising a fiscal,

revenue, customs or excise function;

"Tax Deduction" means any deduction or withholding on account of Tax;

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“Tax or Regulatory Event” means any one of the events specified in (A) to (D) of Condition

8.10 (Option Redemption in whole for taxation reasons) of the Conditions;

"Third Party Expenses" means any amounts due and payable by the Issuer to third parties (not

being Transaction Creditors) including any liabilities payable in connection with:

(a) the purchase or disposal of any Authorised Investments;

(b) any filing or registration of any Transaction Documents, including, for the avoidance of

doubt, the re-registration of any Related Security upon the occurrence of a Notification

Event;

(c) any provision for and payment of the Issuer's liability to tax (if any) in relation to the

transaction contemplated by the Transaction Documents;

(d) any law or any regulatory direction with whose directions the Issuer is accustomed to

comply;

(e) any legal or audit or other professional advisory fees (including Rating Agencies’ and

the Auditor’s fees) in relation to the transaction contemplated by the Transaction

Documents;

(f) any advertising, publication, communication and printing expenses including postage,

telephone and telex charges;

(g) the admission of the Class A Notes to trading on the Stock Exchange;

(h) the integration of the notes in the CVM; and

(i) any other amounts then due and payable to third parties and incurred without breach by

the Issuer of the provisions of the Transaction Documents;

"Transaction Accounts" means the Payment Account opened in the name of the Issuer with

the Payment Account Bank and the Cash Reserve Account opened in the name of the Issuer

with the Cash Reserve Account Bank or such other accounts as may, with the prior written

consent of the Common Representative, be designated as such accounts;

"Transaction Assets" means the specific pool of assets of the Issuer which collateralises the

Issuer Obligations including, the Assigned Rights, Collections, the Transaction Accounts, the

Issuer's rights in respect of the Transaction Documents and any other right and/or benefit either

contractual or statutory relating thereto purchased or received by the Issuer in connection with

the Notes;

"Transaction Creditors" means the Common Representative, the Agents, the Transaction

Manager, the Payment Account Bank, the Cash Reserve Account Bank, the Originator and the

Servicer;

"Transaction Documents" means the Prospectus, the Master Framework Agreement, the

Receivables Sale Agreement, the Receivables Servicing Agreement, the Subscription

Agreement, the Common Representative Appointment Agreement, the Co-ordination

Agreement, the Notes, the Transaction Management Agreement, the Paying Agency

Agreement, the Payment Account Agreement, the Cash Reserve Account Agreement, the

Master Execution Deed, the Class B Notes Purchase Agreement and any other agreement or

document entered into from time to time by the Issuer pursuant thereto;

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"Transaction Management Agreement" means the agreement so named to be entered into on

the Closing Date between the Issuer, the Transaction Manager, the Payment Account Bank, the

Cash Reserve Account Bank and the Common Representative;

"Transaction Manager" means Citibank, N.A., London Branch, in its capacity as transaction

manager to the Issuer in accordance with the terms of the Transaction Management Agreement;

"Transaction Manager Report" means a report (which shall include information on the

Assigned Rights and the Notes) to be in substantially the same form set out in the Transaction

Management Agreement, to be delivered by the Transaction Manager to, inter alios, the

Common Representative, the Sole Arranger, the Sole Lead Manager, the Rating Agencies and

the Paying Agent and the Issuer not less than 6 (six) Business Days prior to each Interest

Payment Date;

"Transaction Party" means any person who is a party to a Transaction Document and

“Transaction Parties” means some or all of them;

"Treaty" means the Treaty on the Functioning of the European Union;

"Value added tax" means the tax imposed in conformity with Council Directive 2006/112/EC

of 28 November 2006 on the common system of value added tax (including in relation to the

United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation

and regulations supplemental thereto) and any other tax of a similar fiscal nature substituted

for, or levied in addition to, such tax whether imposed in a member state of the European

Union or elsewhere;

"VAT" means value added tax provided for in the VAT Legislation and any other tax of a

similar fiscal nature whether imposed in Portugal (instead of or in addition to value added tax)

or elsewhere from time to time;

"VAT Legislation" means the Portuguese Value Added Tax Code approved by Decree-Law

no. 394-B/84 of 26 December 1984 as amended from time to time;

"Vehicle" means any vehicle which is either a car, a light truck, a motorcycle, a recreational

vehicle, a recreational boat or a tractor;

"Withheld Amount" means an amount paid or to be paid (in respect of Tax imposed by the

Portuguese Republic) by the Issuer which will not form part of the Available Interest

Distribution Amount;

"Written Resolution" means, in relation to any Class, a resolution in writing signed by or on

behalf of all holders of Notes of the relevant Class who for the time being are entitled to receive

notice of a Meeting in accordance with the Provisions for the Meetings of Noteholders, whether

contained in one document or several documents in the same form, each signed by or on behalf

of one or more such holders of the Notes.

Any defined terms used in these Conditions which are not defined above shall bear the meanings given

to them in the Transaction Documents.

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TAXATION

The following is a general description of certain tax considerations in Portugal relating to the Notes. It

does not purport to be a complete analysis of all tax considerations relating to the Notes in Portugal or

in other jurisdictions and should be read in conjunction with the section entitled "Risk Factors –

Withholding Taxes in respect of the Notes". Prospective purchasers of the Notes should consult their

tax advisers as to the consequences under the tax laws of the country or countries in which they are

resident for tax purposes and the tax laws of Portugal of acquiring, holding and disposing of Notes and

receiving payments of interest, principal and/or other amounts in respect of the Notes. This summary is

based upon the law as in effect on the date of this Prospectus and is subject to any change in law that

may take effect after such date.

Portuguese Taxation

The following is a summary of certain aspects of the Portuguese taxation of payments of principal and

interest in respect of, and transfers of, the Notes. The statements do not deal with other Portuguese tax

aspects regarding the Notes and relate only to the position of persons who are absolute beneficial

owners of the Notes. The following is a general guide, does not constitute tax or legal advice and

should be treated with appropriate caution. This summary is based upon the law as in effect on the date

of this Prospectus and is subject to any change in law that may take effect after such date. Noteholders

who may be liable to taxation in jurisdictions other than Portugal in respect of their acquisition, holding

or disposal of the Notes are particularly advised to consult their professional advisers as to whether

they are so liable (and if so under the laws of which jurisdictions). In particular, Noteholders should be

aware that they may be liable to taxation under the laws of Portugal and of other jurisdictions in

relation to payments in respect of the Notes even if such payments may be made without withholding

or deduction for or on account of taxation under the laws of Portugal.

The reference to "interest" and "capital gains" in the paragraphs below mean "interest" and "capital

gains" as understood in Portuguese tax law. The statements below do not take any account of any

different definitions of "interest" or "capital gains" which may prevail under any other law or which

may be created by the Conditions or any related documentation.

The present transaction qualifies as a securitisation transaction ("Operação de Titularização de

Créditos") for the purposes of the Securitisation Law. Portuguese tax-related issues for transactions

which qualify as securitisation transactions under the Securitisation Law are generally governed by the

Securitisation Tax Law. Under article 4(1) of Securitisation Tax Law, income generated by the holding

(distributions) or transfer (capital gains) of the Notes is generally subject to the Portuguese tax regime

established for debt securities (''obrigações'').

Accordingly, and further to the confirmation by the Portuguese Tax Authorities pursuant to Circular

no. 4/2014 and the Order issued by the Secretary of State for Tax Affairs, dated July 14, 2014, in

connection with tax ruling no. 7949/2014 recently disclosed by tax authorities, the tax regime

applicable on debt securities in general, foreseen in Decree-Law no. 193/2005, of 7 November, as

amended (hereinafter “Decree-Law 193/2005”), also applies on income generated by the holding or

the transfer of Notes issued under the Securitisation Transactions, notably with regard to the

compliance with the requirements concerning the exemption applicable to the income obtained by non-

resident Noteholders, to the extent it does not conflict with the Securitization Tax Law.

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Noteholder's Income Tax

Income generated by the holding (distributions) or transfer (capital gains) of the Notes is generally

subject to the Portuguese tax regime established for debt securities (''obrigações'').

Any payments of interest made in respect of the Notes to Noteholders who are not Portuguese residents

for tax purposes and do not have a permanent establishment in Portugal to which the income is

attributable will be, as a rule, exempt from Portuguese income tax under the Securitisation Tax Law,

and the Decree-Law 193/2005,

Pursuant to the Securitisation Tax Law the exemption from income tax does not apply in the following

circumstances: (i) being the Noteholder a company, more than 25% of the company’s share capital is

held, either directly or indirectly, by Portuguese residents, or (ii) whenever the Noteholder is a resident

in any of the jurisdictions referred to in Ministerial Order 150/2004.

To qualify for the tax exemption Securitisation Tax Law, the Noteholders will be required to provide

the Issuer with a certificate of residence or an equivalent document issued by the tax authorities or

another official entity of its country of residence or with a document issued by the Portuguese

Consulate in the Noteholders’ country of residence certifying its residence in such country or otherwise

comply with the relevant procedures as set out in the Securitisation Tax Law.

Pursuant to Decree-Law 193/2005, investment income paid on, as well as capital gains derived from a

sale or other disposition of the Notes, to non-Portuguese resident Noteholders will be exempt from

Portuguese income tax provided the debt securities are integrated in (i) a centralised system for

securities managed by an entity resident for tax purposes in Portugal, or (ii) an international clearing

system operated by a managing entity established in a member state of the EU other than Portugal (e.g.

Euroclear or Clearstream, Luxembourg) or in a European Economic Area Member State provided, in

this case, that such State is bound to cooperate with Portugal under an administrative cooperation

arrangement in tax matters similar to the exchange of information schemes in relation to tax matters

existing within the EU Member States or (iii) integrated in other centralised systems not covered above

provided that, in this last case, the Portuguese Government authorises the application of the Decree-

Law 193/2005, and the beneficiaries are:

(a) central banks or governmental agencies; or

(b) international bodies recognised by the Portuguese State; or

(c) entities resident in countries or jurisdictions with whom Portugal has a double tax treaty in force

or a tax information exchange agreement in force; or

(d) other entities without headquarters, effective management or a permanent establishment in the

Portuguese territory to which the relevant income is attributable and which are not domiciled in

a blacklisted jurisdiction as set out in the Ministerial Order no. 150/2004.

For purposes of application at source of this tax exemption regime, Decree-Law 193/2005 requires

completion of certain procedures aimed at verifying the non-resident status of the Noteholder and the

provision of information to that effect. Accordingly, to benefit from this tax exemption regime, a

Noteholder is required to hold the Notes through an account with one of the following entities:

(a) a direct registered entity, which is the entity with which the debt securities accounts that are

integrated in the centralised system are opened;

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(b) an indirect registered entity, which, although not assuming the role of the “direct registered

entities”, is a client of the latter; or

(c) an international clearing system, which is an entity that proceeds, in the international market, to

clear, settle or transfer securities which are integrated in centralised systems or in their own

registration systems.

Domestic Cleared Notes – held through a direct registered entity

Direct registered entities are required to register the Noteholders in one of two accounts: (i) an exempt

account or (ii) a non-exempt account. Registration in the exempt account is crucial for the tax exemption to

apply upfront and requires evidence of the non-resident status of the beneficiary, to be provided by the

Noteholder to the direct registered entity prior to the relevant date for payment of investment income and

to the transfer of Notes, as follows:

(i) if the beneficiary is a is a central bank, an international body recognised as such by the

Portuguese State, or a public law entity and respective agencies, a declaration issued by the

beneficial owner of the Notes itself duly signed and authenticated, or proof of non residence

pursuant to (iv) below. The respective proof of non-residence in Portugal is provided once, its

periodical renewal not being necessary and the beneficial owner should inform the direct

register entity immediately of any change in the requisite conditions that may prevent the tax

exemption from applying;

(ii) if the beneficiary is a credit institution, a financial company, a pension fund or an insurance

company domiciled in any OECD country or in a country with which Portugal has entered into a

double taxation treaty, certification shall be made by means of the following: (A) its tax

identification official document; or (B) a certificate issued by the entity responsible for such

supervision or registration, or by tax authorities, confirming the legal existence of the beneficial

owner of the Notes and its domicile; or (C) proof of non residence pursuant to (iv) below. The

respective proof of non-residence in Portugal is provided once, its periodical renewal not being

necessary and the beneficial owner should inform the direct register entity immediately of any

change in the requisite conditions that may prevent the tax exemption from applying;

(iii) if the beneficiary is an investment fund or other collective investment scheme domiciled in any

OECD country or in a country with which the Republic of Portugal has entered into a double tax

treaty in force or a tax information exchange agreement in force, it must provide (a) a declaration

issued by the entity responsible for its supervision or registration or by the relevant tax authority,

confirming its legal existence, domicile and law of incorporation; or (b) proof of non-residence

pursuant to the terms of paragraph (iv) below; The respective proof of non-residence in Portugal

is provided once, its periodical renewal not being necessary and the beneficial owner should

inform the direct register entity immediately of any change in the requisite conditions that may

prevent the tax exemption from applying;

(iv) other investors will be required to prove of their non-resident status by way of: (a) a certificate

of residence or equivalent document issued by the relevant tax authorities; (b) a document issued by

the relevant Portuguese Consulate certifying residence abroad; or (c) a document specifically issued

by an official entity which forms part of the public administration (either central, regional or

peripheral, indirect or autonomous) of the relevant country. The beneficiary must provide an

original or a certified copy of such documents and, as a rule, if such documents do not refer to a

specific year and do not expire, they must have been issued within the three years prior to the

relevant payment or maturity dates or, if issued after the relevant payment or maturity dates, within

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the following three months. The Beneficiary must inform the direct registering entity

immediately of any change in the requirement conditions that may eliminate the tax exemption.

Internationally Cleared Notes – held through an entity managing an international clearing

system

Pursuant to the requirements set forth in the tax regime, if the Notes are registered in an account held

by an international clearing system operated by a managing entity, the latter shall transmit, on each

interest payment date and each relevant redemption date, to the direct register entity or to its

representative, and with respect to all accounts under its management, the identification and quantity of

securities, as well as the amount of income, and, when applicable, the amount of tax withheld,

segregated by the following categories of beneficiaries:

(a) Entities with residence, headquarters, effective management or permanent establishment to

which the income would be imputable and which are non-exempt and subject to withholding;

(b) Entities which have residence in country, territory or region with a more favourable tax regime,

included in the Portuguese “blacklist” (countries and territories listed in Ministerial Order no.

150/2004 and which are non-exempt and subject to withholding;

(c) Entities with residence, headquarters, effective management or permanent establishment to

which the income would be imputable, and which are exempt or not subject to withholding;

(d) Other entities which do not have residence, headquarters, effective management or permanent

establishment to which the income generated by the securities would be imputable.

On each interest payment date and each relevant redemption date, the following information with

respect to the beneficiaries that fall within the categories mentioned in paragraphs (a), (b) and (c)

above, should also be communicated:

(a) name and address;

(b) tax identification number (if applicable);

(c) identification and quantity of the securities held; and

(d) amount of income generated by the securities.

If the conditions for the exemption to apply are met, but, due to inaccurate or insufficient information,

tax was withheld, a special refund procedure is available under the special regime approved by Decree

Law 193/2005, as amended from time to time. The refund claim is to be submitted to the direct register

entity of the Notes within 6 months from the date the withholding took place. Following the

amendments to Decree-Law 193/2005, introduced by Law no. 83/2013, of 9 December, a new special

tax form for these purposes was approved by Order (Despacho) no. 2937/2014 (“Order 2937/2014”),

published in the Portuguese official gazette, second series, no. 37, of 21 February 2014 issued by the

Secretary of State of Tax Affairs (Secretário de Estado dos Assuntos Fiscais).

The refund of withholding tax after the above six-month period is to be claimed from the Portuguese

tax authorities within two years, starting from the term of the year in which the withholding took place.

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The non-evidence of the status from which depends the application of the exemption in the terms set

forth above, at the date of the obligation to withhold tax on the income derived from the Notes or if the

above exemption does not apply will imply Portuguese withholding tax on the interest payments at the

applicable tax rates, as described below.

If the above exemption does not apply or the non-evidence of the status from which depends the

application of the exemption in the terms set forth above, at the date of the obligation to withhold tax

on the income derived from the Notes is not complied with, interest payments on the Notes made to

non-resident individuals or legal persons are subject to a final withholding tax, as if it was obtained by

resident being the tax rates of 28 (twenty eight) per cent, in the case of individual Noteholders, or 25

(twenty five) per cent, in the case of legal person Noteholders.

Interest and other types of investment income obtained by non-resident legal persons without a

Portuguese permanent establishment to which the income is attributable is subject to withholding tax at

a rate of 25 (twenty five) per cent., which is the final tax on that income. If the interest and other types

of investment income are obtained by non-resident individuals without a Portuguese permanent

establishment to which the income is attributable said income is subject to withholding tax at a rate of

28 (twenty eight) per cent., which is the final tax on that income.

A withholding tax rate of 35 (thirty five) per cent applies in case of investment income payments to

individuals or legal persons resident in the countries and territories included in the Portuguese

“blacklist” (countries and territories listed in Ministerial Order no. 150/2004. Investment income paid

or made available to accounts opened in the name of one or more accountholders acting on behalf of

one or more unidentified third parties is subject to a final withholding tax rate of 35 (thirty five) per

cent, unless the relevant beneficial owner(s) of the income is/are identified, in which case, the

withholding tax rates applicable to such beneficial owner(s) will apply.

Under the double taxation conventions entered into by Portugal which are in full force and effect on the

date of this Prospectus, the withholding tax rate may be reduced to 15 (fifteen), 12 (twelve), 10 (ten) or

5 (five) per cent, depending on the applicable convention and provided that the relevant formalities and

procedures are met. In order to benefit from such reduction, Noteholders shall comply with certain

requirements established by the Portuguese Tax Authorities, aimed at verifying the non-resident status

and entitlement to the respective tax treaty benefits.

Regarding capital gains obtained on the disposal of Notes by a legal person non-resident in Portugal for

tax purposes and without a permanent establishment located herein to which gains are attributable, they

are exempt from Portuguese capital gains taxation, unless (i) the share capital of the non-resident entity

is more than 25 (twenty-five) per cent. directly or indirectly, held by Portuguese resident entities or if

(ii) is resident in a country, territory or region subject to a clearly more favourable tax regime included

in the “Tax Heaven” list approved by Ministerial Order no. 150/2004. In such cases, capital gains are

subject to taxation at a 25 (twenty-five) per cent. flat rate. Under the double taxation conventions

entered into by Portugal, Portugal is usually restricted on its taxation powers to tax such gains and

hence those gains are not generally subject to Portuguese tax, but the applicable rules should be

confirmed on a case-by-case basis.

Capital gains arising from the transfer of the Notes obtained by non-resident individuals without a

permanent establishment in Portugal to which the income is attributable are exempt from personal

income tax. However, the exemption from personal income tax does not apply to non-resident

individuals if the country of residency is any of the jurisdictions listed as a Tax Heaven. Capital gains

obtained by non-resident individuals that are not entitled to said exemption will be subject to taxation

at a special rate of 28 (twenty eight) per cent. Under the double taxation conventions entered into by

Portugal, Portugal is usually restricted on its taxation powers to tax such gains and hence those gains

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are not generally subject to Portuguese tax, but the applicable rules should be confirmed on a case-by-

case basis. Accrued interest does not qualify as capital gains for tax purposes.

Interest derived from the Notes and capital gains and losses obtained by legal persons resident for tax

purposes in Portugal and by non-resident legal persons with a permanent establishment in Portugal to

which the interest or capital gains or losses are attributable are included in their taxable income and are

subject to a (i) 21 (twenty one) per cent or (ii) if the taxpayer is a small or medium enterprise as

established in Decree-Law no. 372/2007, of 6 November 2007, 17 per cent for taxable profits up to

€15,000 and 21(twenty one) per cent on profits in excess thereof. A municipal surcharge ("derrama

municipal") of up to 1.5 (one point five) per cent. may be due over the Noteholders taxable profits

which are subject and not exempt from corporate income tax. A State surcharge (“derrama estadual”)

of 3 (three) per cent on the part of the taxable profits subject to and not exempt from corporate income

tax from €1,500,000 to €7,500,000, 5 (five) per cent on the part of the taxable profits from €7,500,000

to €35,000,000, and of 7 (seven) per cent on the part of the taxable profits exceeding €35,000,000.

As a general rule, withholding tax at a rate of 25 (twenty five) per cent applies on interest derived from

the Notes, which is deemed to be a payment on account of the final tax due. Where the interest are paid

or made available to accounts opened in the name of one or more accountholders acting on behalf of

one or more unidentified third parties a 35 (thirty five) per cent withholding tax rate applies, unless the

relevant beneficial owner(s) of the income is/are identified, in which case, the general rule shall apply.

Financial institutions resident in Portugal (or branches of foreign financial institutions located herein),

pension funds, retirement and/or education savings funds, share savings funds, venture capital funds

incorporated under the laws of Portugal and certain exempt entities are not subject to Portuguese

withholding tax.

Interest payments on the Notes made available to Portuguese resident individuals are subject to final

withholding tax for personal income tax purposes at the current rate of 28 (twenty eight) per cent,

unless the individual elects for aggregation to his taxable income, subject to tax at the current

progressive rates of up to 48 (forty eight) per cent. An additional income tax rate of 2.5 (two point five)

per cent will be due on the part of the taxable income from €80,000 to €250,000, and of 5 (five) per

cent on the part of the taxable income exceeding € 250.000. In case of option for aggregation to the

taxable income, the tax withheld will be creditable against the recipient's final tax liability. Also if the

option of income aggregation is made an additional surcharge at the rate of 3.5 (three and a half) per

cent will also be due over the amount that exceeds the annual amount of the monthly minimum

guaranteed wage. In this case, the tax withheld is deemed a payment on account of the final tax due.

Interest on the Notes paid to accounts opened in the name of one or several accountholders acting on

behalf of third entities which are not disclosed is subject to withholding tax at a flat rate of 35 (thirty

five) per cent, except where the beneficial owners of such income are disclosed, in which case the

general rule shall apply.

Capital gains obtained with the transfer of the Notes by Portuguese tax resident individuals are taxed at

a special rate of 28 (twenty eight) per cent., levied on the positive difference between such gains and

gains on other securities and losses on securities. Capital losses do not take part in the calculation of

the net capital gains when the counterpart in the transaction is resident in a Tax Haven.

Payments of principal on Notes are not subject to Portuguese withholding tax. For these purposes,

principal shall mean all payments carried out without any remuneration component.

Stamp Tax

An exemption from stamp tax will apply to the assignment for securitisation purposes of the

Receivables by the Originator to the Issuer and on the commissions paid by the Issuer to the Servicer

pursuant to the Securitisation Tax Law.

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Value Added Tax

An exemption from VAT will apply to the servicing activities referred to in the Securitisation Tax

Law.

EU Savings Directive

Portugal has implemented the EC Council Directive 2003/48/EC of 3 June 2003 on taxation savings

income into the Portuguese law through Decree Law no 62/2005, of 11 March 2005, as amended by

Law no 39-A/2005, of 29 July 2005, and by Law no. 37/2010, of 2 September 2010.

The forms currently applicable to comply with the reporting obligations arising from the

implementation of the EU Savings Directive were approved by Ministerial Order (Portaria) no. 563-

A/2005, of 28 June 2005, and may be available for viewing and downloading at

www.portaldasfinancas.gov.pt.

FATCA

Portugal has very recently implemented, through Law 82-B/2014 of 31 December 2014, the legal

framework based on reciprocal exchange of information on financial accounts subject to disclosure in

order to comply with FATCA. It is foreseen that additional legislation will be created in Portugal

namely regarding with the certain procedures, rules and dates in connection with FATCA.

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SUBSCRIPTION AND SALE

General

CA-CIB, as Sole Lead Manager, has in the Subscription Agreement, upon the terms and subject to the

conditions contained therein, agreed to subscribe for the Class A Notes at their issue price of 100 per

cent. of their respective Principal Amount Outstanding. The Issuer has agreed to pay (or procure that

the Originator shall pay) to the Sole Lead Manager and Sole Arranger a structuring fee and has agreed

to reimburse the Sole Lead Manager and the Sole Arranger for certain of their expenses incurred in

connection with the management of the issue of the Class A Notes. The Sole Lead Manager is entitled

in certain circumstances to be released and discharged from their obligations under the Subscription

Agreement prior to the closing of the issue of the Class A Notes. The Issuer and the Originator have

agreed to indemnify the Sole Lead Manager and the Sole Arranger against certain liabilities in

connection with the issue of the Class A Notes.

Credibom, pursuant to the Class B Notes Purchase Agreement, have agreed to subscribe and pay

€149,982,425.78 for the Class B Notes on the Closing Date which will be issued at the issue price of

102.517 per cent. of the principal amount of the Class B Notes.

United States of America

The Notes have not been and will not be registered under the Securities Act or the securities laws of

any state of the United States or any other relevant jurisdiction, and may be offered, sold or delivered

only outside the United States to, or for the account or benefit of, persons who are not U.S. Persons (as

defined in Regulation S in offshore transactions in reliance on Regulation S.

The Sole Lead Manager and the Issuer has each represented and agreed that:

(a) it has offered and sold the Notes, and will offer and sell the Notes as part of their distribution in

accordance with Rule 903 and 904 of Regulation S;

(b) at or prior to confirmation of sale of the Notes, it will have sent to each distributor, dealer or

person receiving a selling concession, fee or other remuneration that purchases Notes from it

during the distribution compliance period a confirmation or notice to substantially the following

effect:

“The Notes covered hereby have not been and will not be registered under the United States

Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of

the United States or any other relevant jurisdiction, and may not be offered, sold or delivered

within the United States or to, or for the account or benefit of, U.S. Persons (as defined in

Regulation S under the Securities Act (“Regulation S”), “U.S. Persons”) as part of their

distribution at any time except in accordance with Regulation S, including in offshore

transactions complying with Rule 903 and Rule 904 of the Securities Act. Until the expiration

of 40 days after the later of (i) the commencement of the offering by the Sole Lead Manager and

(ii) the Closing Date, an offer or sale of Securities within the United States by a dealer that is

not participating in the offering may violate the registration requirements of the Securities Act if

such offer or sale is made otherwise than in accordance an exemption from registration under

the Securities Act.. The Notes offered in reliance on Regulation S will bear the legend set forth

in the Transaction Documents and will be represented by one or more Regulation S Notes. The

Notes so represented may not at any time be held by or on behalf of U.S. Persons or U.S.

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residents. Terms used above have the meaning given to them by Regulation S. The Issuer has

not been and will not be registered under the Investment Company Act”; and

(c) neither it, its affiliates nor any person acting on its or their behalf has engaged or will engage in

any directed selling efforts within the meaning of Rule 902 under the Securities Act with respect

to the Notes.

Terms used in this section have the meanings given to them by Regulation S under the Securities Act.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the

Prospectus Directive (each, a “Relevant Member State”), the Sole Lead Manager has represented and

agreed that with effect from and including the date on which the Prospectus Directive is implemented

in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not

make an offer of Notes to the public in that Relevant Member State prior to the publication of a

prospectus in relation to the Notes which has been approved by the competent authority in that

Relevant Member State or, where appropriate, approved in another Member State and notified to the

competent authority in that Relevant Member State, all in accordance with the Prospectus Directive,

except that it may, with effect from and including the Relevant Implementation Date, make an offer to

the public in that Relevant Member State at any time to any legal entity which is a qualified investor as

defined in the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Notes to the public” in relation to

any Notes in any Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor

to decide to purchase or subscribe the Notes as the same may be varied in that Member State by any

measure implementing the Prospectus Directive in that Member State.

Portugal

In relation to the Notes each of the Sole Lead Manager agrees with the Issuer that (i) it has not directly

or indirectly taken any action or offered, advertised or procured purchaser for or delivered and will not

directly or indirectly offer, advertise, procure purchaser for, re-offer or deliver any Notes in

circumstances which could qualify as a public offer pursuant to the Portuguese Securities Code and in

circumstances which could qualify the issue of the Notes as an issue in the Portuguese market

otherwise than in accordance with all applicable laws and regulations and (ii) it has not directly or

indirectly distributed and will not directly or indirectly distribute any document, circular,

advertisements or any offering material except in accordance with all applicable laws and regulations.

Investor Compliance

Persons into whose hands this Prospectus comes are required by the Issuer and the Sole Lead Manager

to comply with all applicable laws and regulations in each country or jurisdiction in which they

purchase, offer, sell or deliver Notes or have in their possession, distribute or publish this Prospectus or

any other offering material relating to the Notes, in all cases at their own expense.

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GENERAL INFORMATION

1. The creation and issue of the Notes has been authorised by a resolution of the Board of

Directors of the Issuer dated 7 July 2015.

2. It is expected that the Class A Notes will be admitted to trading on the main market Euronext

Lisbon of the Stock Exchange on or about the Closing Date.

3. Save as disclosed in this Prospectus, there are no governmental, litigation or arbitration

proceedings, including any which are pending or threatened of which the Issuer is aware, which

may have, or have had during the twelve months prior to the date of this Prospectus, a

significant effect on the financial position of the Issuer.

4. Save as disclosed in this Prospectus, since December 2014 (the date of the most recent audited

annual accounts of the Issuer) there has been (i) no significant change in the financial or trading

position of the Issuer, and (ii) no material adverse change in the financial position or prospects

of the Issuer.

5. Save as disclosed in this Prospectus, the Issuer has no outstanding or created but unissued loan

capital, term loans, borrowings, indebtedness in the nature of borrowing or contingent

liabilities, nor has the Issuer created any mortgages, charges or given any guarantees.

6. The Transaction Manager shall produce a Transaction Manager Report no later than 6 (six)

Business Days prior to each Interest Payment Date. The Transaction Manager Report shall be

available on www.sf.citidirect.com and at the registered office of the Issuer.

7. The Notes have been accepted for clearance through the CVM. The ISIN and the CFI Codes for

the Notes are as follows:

CVM Code CFI Code ISIN

Class A Notes SSC8OM DBFSGR PTSSC8OM0001

Class B Notes SSC9OM DBVSGR PTSSC9OM0000

8. Effective Interest Rate

The effective interest rate is the one that equals the discounted value of the Notes future

cashflows to the subscription price paid at Closing Date.

The estimated effective interest rates of the Class A Notes are presented below:

Effective Interest Rate (gross)

Effective Interest Rate (net of

withholding tax)

Class A Notes 1.1% 0.825%

These estimated effective interest rates are based on the following assumptions:

a) A fixed rate of 1.1% per annum;

b) interest on the Notes is calculated based on an Actual/360 day count fraction;

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c) the Receivables Contracts continue to be fully performing;

d) withholding tax of 25 per cent.;

e) the transaction is called when the Aggregate Principal Outstanding Balance of the

Purchased Receivables is equal to or less than 10 (ten) per cent. of the Aggregate

Principal Outstanding Balance of the Purchased Receivables as at the Collateral

Determination Date.

9. The Comissão do Mercado de Valores Mobiliários, pursuant to Article 62 of the Securitisation

Law, has assigned asset identification code 201507SGRCRBS00N0084 to the Thetis Finance

no. 1 Notes.

10. Copies of the following documents will be available in physical and/ or electronic form at the

Specified Office of the Paying Agent during usual business hours on any week day (Saturdays,

Sundays and public holidays excepted) after the date of this document and for the life of the

Notes:

(a) the Estatutos or Contrato de Sociedade (constitutional documents) of the Issuer;

(b) the following documents:

(1) Master Framework Agreement;

(2) Receivables Sale Agreement;

(3) Receivables Servicing Agreement;

(4) Common Representative Appointment Agreement;

(5) Paying Agency Agreement;

(6) Transaction Management Agreement;

(7) Payment Account Agreement;

(8) Cash Reserve Account Agreement;

(9) Co-ordination Agreement;

(10) Class B Notes Purchase Agreement; and

(11) Master Execution Deed.

10. The most recent publicly available financial statements for each of the last three accounting

financial periods of the Issuer (which at the date hereof are only expected to be the audited

annual financial statements) will be available for inspection for the life of the Notes at the

following website: www.cmvm.pt.

11. The Notes of each class shall be freely transferable. No transaction made on the Stock

Exchange after the Closing Date shall be cancelled.

12. Any website (or the contents thereof) referred to in this Prospectus does not form part of this

Prospectus as approved by the CMVM.

164

13. The Securitisation Law combined with the holding structure of the Issuer and the role of the

Common Representative are together intended to prevent any abuse of control of the Issuer.

14. Where information has been sourced from a third party, such information has been accurately

reproduced and that as far as the Issuer is aware and is able to ascertain from information

published by that third party, no facts have been omitted which would render the reproduced

information inaccurate or misleading.

165

INDEX OF DEFINED TERMS

€ ............................................................ 29, 137

Acceleration Event ............................. 129, 130

Accounts Agreement .......................... 133, 145

Accounts Bank ................................... 133, 145

Accounts Bank Information .................... 26, 27

Additional Collateral Determination Date .. 128

Additional Purchase Date ........................... 128

Additional Purchase Price Interest Component

.................................................................... 128

Additional Purchase Price Principal

Component ......................................... 128, 147

Additional Receivables ............................... 128

Additional Receivables Portfolio ................ 128

Additional Sale Notice ............................... 129

Agent Bank ................................................. 129

Agents ......................................................... 129

Aggregate Principal Outstanding Balance .. 129

Agreed Forms ............................................... 57

AIFMR ......................................................... 13

Amending Directive ..................................... 12

Assets ......................................................... 130

Assigned Rights .......................................... 130

Assigned Rights Warranties ....................... 130

Auditor........................................................ 130

Authorised Investments .............................. 130

Back-up Servicer ........................................ 132

Banif ............................................................... 1

Banif Information ......................................... 26

Bank Regulations........................................ 148

Basel Accord .............................................. 148

Benefit ........................................................ 132

Breach of Duty ........................................... 132

BRRD ........................................................... 23

business day ................................................ 117

Business Day .............................................. 133

CA-CIB .......................................................... 1

Calculation Date ......................................... 133

Cash Reserve Account ................................ 133

Cash Reserve Account Required Balance ... 133

Certificate of Ownership ............................. 133

Citibank Portugal ........................................ 133

class ............................................................. 133

Class ............................................................ 133

Class A Noteholders.................................... 133

Class A Notes .......................................... 1, 133

Class A Principal Deficiency Ledger .... 45, 133

Class A Revenue Addition Amount .............. 46

Class C Distribution Amount ...................... 134

Class C Noteholders .................................... 134

Class C Notes .......................................... 1, 134

Class C Notes Purchase Agreement ............ 134

Class C Notes Purchasers ............................ 134

Clean-up Call Date ...................................... 134

Clearstream, Luxembourg ........................... 134

Closing Date................................................ 134

CMVM ........................................................ 134

CNPD .......................................................... 103

Collateral Determination Date .................... 134

Collection Accounts .................................... 150

Collection Accounts Banks ......................... 150

Collection Period ........................................ 134

Collection Proceeds..................................... 135

Collections .................................................. 135

COMI ............................................................ 20

Committee ..................................................... 21

Common Representative ............................. 135

Common Representative Action ................. 120

Common Representative Appointment

Agreement ................................................... 135

Common Representative's Fees................... 135

Common Representative's Liabilities .......... 135

Conditions ................................................... 135

Consumer Protection Law ............................. 17

Co-ordination Agreement ........................... 135

CPR ............................................................... 70

166

CRA Regulation ............................................. 2

CRD .............................................................. 22

CRD IV......................................................... 23

Credibom .............................................. 30, 135

Crédit Agricole CIB ................................... 135

Credit and Collection Policy ......................... 58

Credit Contract ............................................. 40

CRR Institution ....................................... 13, 34

Current Principal Outstanding Balance ...... 136

CVM ....................................................... 2, 136

Day Count Fraction .................................... 136

DBRS Long-Term Rating ........................... 136

Decree Law 193/2005 ................................... 21

Decree-Law 193/2005 ................................ 154

Deemed Principal Loss ............................... 136

Defaulted Receivable .................................. 137

Delinquency Ratio ...................................... 137

Denomination ............................................... 32

Direct Debit .................................................. 58

Draft Directive .............................................. 24

ECJ ............................................................... 20

Eligibility Criteria ......................................... 54

Eligible Obligor ...................................... 54, 55

Eligible Receivable ....................................... 56

Encumbrance .............................................. 137

Enforcement Notice .................................... 137

Enforcement Procedures ............................. 137

EU ................................................................. 27

EUR .............................................................. 29

euro ....................................................... 29, 137

Euro ............................................................ 137

Euroclear .................................................... 137

Euronext ......................................................... 1

Euronext Lisbon ............................................. 1

Eurosystem Eligible Collateral ....................... 7

Event of Default ................................. 118, 137

Extension Ratio .......................................... 137

FATCA ......................................................... 11

Final Discharge Date .................................. 137

Final Legal Maturity Date .......................... 137

First Interest Payment Date ......................... 137

Force Majeure Event ..................................... 62

framework ...................................................... 22

FTC ............................................................. 100

FTT ............................................................... 24

GAMMA ..................................................... 150

GHOS ............................................................ 22

Holder ......................................................... 137

IAS/IFRS....................................................... 27

IGA ............................................................... 11

Incorrect Payments ........................................ 42

Information Date ........................................... 41

Initial Cash Reserve Amount ...................... 138

Initial Purchase Price Interest Component .. 138

Initial Purchase Price Principal Component 138

Insolvency Event ......................................... 138

Insolvency Proceedings ............................... 139

Insolvent Debtor Receivable ....................... 139

Instalment Deferral Ratio ............................ 139

Instalment Due Date.................................... 139

Insurance Policies ....................................... 139

Insurance Policy .......................................... 139

Interbolsa................................................. 2, 140

Interest Amount .......................................... 140

Interest Collection Proceeds ........................ 140

Interest Component ..................................... 140

Interest Payment Date ................................. 140

Interest Period ............................................. 141

Issue Price ................................................... 141

Issuer ................................................. 1, 30, 141

Issuer Covenants ......................................... 141

Issuer Expenses ........................................... 141

Issuer Fixed Transaction Revenue .............. 141

Issuer Obligations ....................................... 141

Issuer's Jurisdiction ..................................... 141

Joint Arrangers ............................................ 150

Joint Lead Managers ................................... 150

KPMG ........................................................... 27

Law 67/98 ................................................... 103

Lending Criteria .......................................... 141

167

Liabilities .................................................... 141

Liquidation Proceeds .................................. 141

Lisbon Business Day .................................. 141

Main Market ....................................... 141, 142

Mandatory Partial Redemption Amount ....... 36

Mandatory Partial Redemption Event .......... 36

Master Framework Agreement ................... 142

Master Servicing Account ............................ 41

Master Servicing Account Bank ................... 41

Material Adverse Effect.............................. 142

Material Term ............................................. 142

Meeting ....................................................... 142

Minimum Long-Term Rating ..................... 142

Ministerial Order 150/2004 .......................... 34

Most Senior Class ............................... 142, 143

Note Principal Payment .............................. 143

Note Rate .................................................... 143

Noteholders ................................................ 143

Notes ................................................. 1, 32, 143

Notice 9/2010 ......................................... 13, 34

Notices Condition ....................................... 143

Notification Event ................................ 53, 143

Notification Event Notice ..................... 54, 143

Obligor........................................................ 143

offer of the Notes to the public ................... 162

Operating Procedures ................................. 143

Order 2937/2014 ......................................... 157

Original Principal Amount Outstanding ..... 143

Original Principal Outstanding Balance ..... 143

Originator ................................................. 1, 30

Originator Event of Default ........................ 144

Originators .................................................. 143

Originators' Warranty ................................. 144

Outstanding ................................................ 144

Participating Member State ........................ 145

Participating Member States ......................... 24

Paying Agency Agreement ......................... 145

Paying Agent .............................................. 145

Payment Account........................................ 145

Payment Priorities ...................................... 145

Payment Shortfall ........................................ 145

Permitted Variation ..................................... 145

Portuguese Civil Code .................................. 17

Portuguese Companies Code......................... 65

Portuguese Securities Code ............................. 1

Post-Enforcement Payment Priorities .. 47, 145,

146

Principal Amount Outstanding .................... 146

Principal Collection Proceeds ..................... 146

Principal Component................................... 146

Principal Deficiency ...................................... 45

Principal Draw Amount .............................. 147

Principal Outstanding Balance .................... 147

Prospectus ................................................... 147

Prospectus Directive ....................................... 1

Provisions for Meetings of Noteholders...... 147

Purchased Receivable ................................. 147

Quarterly Servicing Report ................... 41, 142

Rating .......................................................... 148

Rating Agency ........................................ 2, 147

Receivable ................................................... 148

Receivables Contract................................... 148

Receivables Sale Agreement ....................... 148

Receivables Servicing Agreement .............. 148

Regulation S ............................................ 5, 161

Regulatory Change ...................................... 148

Related Security .......................................... 148

Relevant Date .............................................. 149

Relevant Implementation Date .................... 162

Relevant Member State ............................... 162

Relevant Screen .......................................... 127

Repurchase Proceeds ................................... 149

Reserved Matter .......................................... 149

Resolution ................................................... 149

Retained Interest ........................................... 13

Retention Obligation ..................................... 13

Retired Assigned Right ......................... 54, 149

Rounded Arithmetic Mean .......................... 149

S&P ......................................................... 2, 150

SDD .............................................................. 60

168

Secured Amounts........................................ 150

Securities Act ......................................... 2, 161

Securitisation Law ...................................... 150

Securitisation Tax Law ................................. 21

Securitised Available Interest Distribution

Amount ....................................................... 131

Securitised Available Principal Distribution

Amount ....................................................... 131

Securitised Portfolio Purchase Price .. 128, 138,

147

Securitised Pre-Enforcement Interest Payment

Priorities ..................................................... 146

Securitised Pre-Enforcement Payment

Priorities ..................................................... 146

Securitised Pre-Enforcement Principal

Payment Priorities ................................ 47, 146

Securitised Receivables Portfolio ......... 40, 148

Servicer ......................................................... 30

Servicer Event ............................................ 150

Servicer Event Notice ................................... 62

Servicer Events ............................................. 62

Servicers ..................................................... 150

Servicers Records ....................................... 150

Servicers Termination Notice ....................... 62

Services ................................................ 59, 150

Shareholder ................................................... 87

Shares ........................................................... 87

Signing Date ............................................... 150

Sole Arranger ................................................. 1

Sole Lead Manager ......................................... 1

Specified Offices ........................................ 150

STC ............................................................. 100

Stock Exchange ...................................... 1, 151

Subscription Agreement ............................. 151

Substitute Assigned Right ............................. 54

TARGET 2 System ..................................... 151

TARGET Day ............................................. 151

Tax .............................................................. 151

Tax Authority .............................................. 151

Tax Deduction ............................................. 151

Tax or Regulatory Event ....................... 37, 151

Tax Payment ................................................. 42

Third Party Expenses .................................. 151

Transaction Accounts .................................. 152

Transaction Assets ...................................... 152

Transaction Creditors .................................. 152

Transaction Documents ............................... 152

Transaction Management Agreement ......... 152

Transaction Manager ................................... 152

Transaction Manager Event .......................... 16

Transaction Manager Report ................. 41, 152

Transaction Parties ................................ 27, 152

Transaction Party ........................................ 152

Treaty .......................................................... 153

U.S. Persons ................................................ 161

Unfair Contract Terms Law .......................... 17

Value added tax ........................................... 153

VAT ............................................................ 153

VAT Legislation ......................................... 153

Vehicle Sales Finance Agreement ................ 58

Weighted Average Original Term ................. 52

Weighted Average Seasoning ....................... 52

Withheld Amount ........................................ 153

Written Resolution ...................................... 153

Written-off Receivable ................................ 136

169

REGISTERED OFFICE OF THE ISSUER

Sagres - Sociedade de Titularização de Créditos, S.A. Rua Barata Salgueiro, No. 30, 4º

Lisbon, Portugal

SOLE LEAD MANAGER AND SOLE ARRANGER

Crédit Agricole – Corporate & Investment Bank, S.A.

9, quai du Président Paul Doumer

92920 Paris La Défense

ORIGINATOR

Banco Credibom, S.A.

Lagoas Park

Edifício 14 - Piso 2

2740-262 Porto Salvo

Portugal

TRANSACTION MANAGER

Citibank, N.A., London Branch

Citigroup Centre 2,

Canada Square, Canary Wharf,

London E14 5LB,

United Kingdom

PAYING AGENT

Citibank International Limited - Sucursal em Portugal

Rua Barata Salgueiro, 30, 4.º

1269-056 Lisboa

Portugal

COMMON REPRESENTATIVE

Deutsche Trustee Company Limited

1 Great Winchester Street

London EC2N 2DB

United Kingdom

170

LEGAL ADVISERS

To the Sole Lead Manager and the Sole Arranger

as to Portuguese law

Sociedade Rebelo de Sousa & Advogados

Associados, RL

R. D. Francisco Manuel de Melo, 21

1070-085 Lisbon

Portugal

To the Sole Lead Manager and the Sole Arranger

as to English law

K&L Gates LLP

One New Change

London, ECHM 9AF

United Kingdom

To the Originator as to Portuguese law

Vieira de Almeida & Associados

Sociedade de Advogados, R.L

Av. Duarte Pacheco, 26

1070-110 Lisboa

Portugal

To the Sole Lead Manager and the Sole

Arranger as to French law

FIDAL

Tour Prisma

4-6, avenue d'Alsace

92982 Paris La Défense Cedex

To the Issuer as to Portuguese law

PLMJ – A. M. Pereira, Sáraga Leal, Oliveira Martins, Júdice e Associados – Sociedade de

Advogados, R.L

Av. da Liberdade, 224

1070-110 Lisboa

Portugal

To the Common Representative as to Portuguese law

Sociedade Rebelo de Sousa & Advogados Associados, RL

R. D. Francisco Manuel de Melo, 21

1070-085 Lisbon

Portugal

AUDITORS TO THE ISSUER

Ernst & Young Audit & Associados, SROC, S.A.

Edifício República - Av. da República, 90 - 6.º

1649-029 Lisbon

Portugal

171