banif finance, ltd.

In the exercise of its powers and discretions under these Conditions and the Trust Deed, the Trusteewill have regard to the interests of the Noteholders as a class and will not be responsible for anyconsequences for individual holders of Notes, Coupons or Talons as a result of such holders beingconnected in any way with a particular territory or taxing jurisdiction.In acting under the Agency Agreement and in connection with the Notes and the Coupons, the PayingAgents and the Calculation Agent act solely as agents of the Issuer and, if applicable the Guarantor,or following the occurrence of an Event of Default, the Trustee and do not assume any obligationstowards or relationship of agency or trust for or with any of the Noteholders or Couponholders.The initial Paying Agents and their initial Specified Offices are listed below. The initial CalculationAgent (if any) is specified in the relevant Pricing Supplement. The Issuer and, if applicable theGuarantor, reserves the right (with the prior written approval of the Trustee) at any time to vary orterminate the appointment of any Paying Agent or the Calculation Agent and to appoint a successorprincipal paying agent or calculation agent and additional or successor paying agents; provided,however, that:(a)(b)(c)(d)(e)the Issuer and, if applicable, the Guarantor shall at all times maintain a Principal Paying Agent;andif European Council Directive 2003/48/EC or any other Directive implementing theconclusions of the ECOFIN Council meeting of 26-27 November 2000 is brought into force,the Issuer and, if applicable the Guarantor, will ensure that they maintain a Paying Agent in anEU member state that will not be obliged to withhold or deduct tax pursuant to such Directiveor any law implementing or complying with, or introduced to conform to, such Directive; andif a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer and, ifapplicable the Guarantor, shall at all times maintain a Calculation Agent;if and for so long as the Notes are admitted to listing, trading and/or quotation by any listingauthority, stock exchange and/or quotation system which requires the appointment of a PayingAgent in any particular place, the Issuer and, if applicable the Guarantor, shall maintain aPaying Agent having its Specified Office in the place required by such listing authority, stockexchange and/or quotation system; andin the circumstances described in Condition 11(c) (Payments in New York City), a PayingAgent with a specified office in New York City).Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be givenby the Issuer to the Noteholders.17. Meetings of Noteholders; Modification and Waiver(a)Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholdersto consider matters relating to the Notes, including the modification of any provision of theseConditions or the provisions of the Trust Deed. Any such modification may be made if sanctioned byan Extraordinary Resolution. Any modification to the Conditions in respect of Subordinated Notes is,however, conditional upon the approval of the Bank of Portugal and, notwithstanding its sanctioningby Extraordinary Resolution, such modification will only take effect upon the Bank of Portugalgranting the Issuer such approval. Such a meeting may be convened by the Issuer or the Trustee andshall be convened by them upon the request in writing of Noteholders holding not less than one-tenthof the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened tovote on an Extraordinary Resolution will be two or more Persons holding or representing one morethan half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, twoor more Persons being or representing Noteholders whatever the principal amount of the Notes heldor represented; provided, however, that Reserved Matters may only be sanctioned by an ExtraordinaryResolution passed at a meeting of Noteholders at which two or more Persons holding or representingnot less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal35