Exhibit 4.1





 


 


 


 


 


 


Santander
US Debt, S.A. Unipersonal

as Issuer



Banco Santander, S.A.

as Guarantor



TO



THE BANK OF NEW YORK MELLON,

acting through its London Branch

as Trustee



FORM OF INDENTURE



Senior Debt Securities


 


 


 


 


 


 


    	 



    	 



    

 


Banco
Santander, S.A.


 


Reconciliation
and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Senior Debt Securities
Indenture, dated [●].


 


	Trust
        Indenture Act Section
	 	Senior
        Debt Securities Indenture Section
	 
	§310	(a)(1)	‎6.10	 
	 	(a)(2)	‎6.10	 
	 	(a)(3)	Not Applicable	 
	 	(a)(4)	Not Applicable	 
	 	(b)	‎6.09,
    ‎6.11	 
	§311	(a)	‎6.14	 
	 	(b)	‎6.14	 
	§312	(a)	‎7.01,
    ‎7.02(a)	 
	 	(b)	‎7.02(b)	 
	 	(c)	‎7.02(c)	 
	§313	(a)	‎7.03(a)	 
	 	(b)	‎7.03(a)	 
	 	(c)	‎1.06‎,
    7.03(a)	 
	 	(d)	‎7.03(b)	 
	§314	(a)	‎7.04,
    ‎10.06	 
	 	(b)	Not Applicable	 
	 	(c)(1)	‎1.02	 
	 	(c)(2)	‎1.02	 
	 	(c)(3)	Not Applicable	 
	 	(d)	Not Applicable	 
	 	(e)	‎1.02	 
	 	(f)	Not Applicable	 
	§315	(a)	‎6.01	 
	 	(b)	‎6.03,
    ‎7.03(a)	 
	 	(c)	‎6.01	 
	 	(d)	‎6.01	 
	 	(d)(1)	‎6.01	 
	 	(d)(2)	‎6.01	 
	 	(d)(3)	‎6.01	 
	 	(e)	‎5.14	 
	§316	(a)(1)(A)	‎5.12	 
	 	(a)(l)(B)	‎5.13	 
	 	(a)(2)	Not Applicable	 
	 	 	(a)(last sentence)	‎1.01
	 	 	(b)	‎5.08
	 	§317	(a)(1)	‎5.03
	 	 	(a)(2)	‎5.04
	 	 	(b)	‎10.03
	 	§318	(a)	‎1.08
	 	 	 	 	 


 






    	 



    	 



    

 


NOTE:  This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Debt Securities Indenture.


 


 


 




    	 



    	 



    

 


TABLE
OF CONTENTS


______________________


 





Page


 




	Article
                                         1

                                                                                Definitions
                                         and other Provisions of General Application

	Section
    1.01.  Definitions	2
	Section
    1.02.  Compliance Certificates and Opinions	11
	Section
    1.03.  Form of Documents Delivered to Trustee	11
	Section
    1.04.  Acts of Holders	12
	Section
    1.05.  Notices, Etc. to Trustee, Company or Guarantor	13
	Section
    1.06.  Notice to Holders; Waiver	14
	Section
    1.07.  Language of Notices, Etc	15
	Section
    1.08.  Conflict with Trust Indenture Act	15
	Section
    1.09.  Effect of Headings and Table of Contents	15
	Section
    1.10.  Successors and Assigns	15
	Section
    1.11.  Separability Clause	15
	Section
    1.12.  Benefits of Senior Debt Securities Indenture	15
	Section
    1.13.  Governing Law	16
	Section
    1.14.  Business Days and Legal Holidays	16
	Section
    1.15.  Appointment of Agent for Service	16
	Section
    1.16.  Calculation Agent	17
	Section
    1.17.  Waiver of Jury Trial	17
	Section
    1.18.  Judgment Currency	17
	Article
                                         2

                                                                                Senior
                                         Debt Security Forms

	Section
    2.01.  Forms Generally	18
	Section
    2.02.  Status of the Senior Debt Securities	18
	Section
    2.03.  Form of Guarantee	19
	Section
    2.04.  Form of Trustee’s Certificate of Authentication	21
	Article
                                         3

                                                                                The
                                         Senior Debt Securities

	Section
    3.01.  Amount Unlimited; Issuable in Series	21
	Section
    3.02.  Denominations	24
	Section
    3.03.  Execution, Authentication, Delivery and Dating	24
	Section
    3.04.  Temporary Senior Debt Securities	26
	Section
    3.05.  Registration, Registration of Transfer and Exchange	26
	Section
    3.06.  Mutilated, Destroyed, Lost and Stolen Senior Debt Securities	30
	Section
    3.07.  Payment; Interest Rights and Rights to Additional Amounts Preserved	31
	Section
    3.08.  Persons Deemed Owners	32
	Section
    3.09.  Cancellation	34
	Section
    3.10.  Computation of Interest	34
	Section
    3.11.  CUSIP Numbers	34



 






    i 


     


    

 


	Section
    3.12.  Additional Senior Debt Securities	34
	Section
    3.13.  Correction of Minor Defects in or Amendment of Senior Debt Securities	35
	Section
    3.14.  Payments Subject to Fiscal Laws	35
	Article
                                         4

                                                                                Satisfaction
                                         and Discharge

	Section
    4.01.  Satisfaction and Discharge of Senior Debt Securities Indenture	35
	Section
    4.02.  Defeasance and Covenant Defeasance	37
	Section
    4.03.  Application of Trust Money	41
	Section
    4.04.  Repayment to Company	41
	Section
    4.05.  Reinstatement	41
	Article
                                         5

                                                                                Remedies

	Section
    5.01.  Events of Default	42
	Section
    5.02.  Acceleration of Maturity; Rescission and Annulment	43
	Section
    5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee	44
	Section
    5.04.  Trustee May File Proofs of Claim	45
	Section
    5.05.  Trustee May Enforce Claims Without Possession of Senior Debt Securities	46
	Section
    5.06.  Application of Money Collected	46
	Section
    5.07.  Limitation on Suits	47
	Section
    5.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest, if any, and Additional Amounts	48
	Section
    5.09.  Restoration of Rights and Remedies	48
	Section
    5.10.  Rights and Remedies Cumulative	48
	Section
    5.11.  Delay or Omission Not Waiver	48
	Section
    5.12.  Control by Holders	48
	Section
    5.13.  Waiver of Past Defaults	49
	Section
    5.14.  Undertaking for Costs	49
	Article
                                         6

                                                                                The
                                         Trustee

	Section
    6.01.  Certain Duties and Responsibilities	50
	Section
    6.02.  Spanish Tax Procedures and Obligations of the Trustee	51
	Section
    6.03.  Notice of Defaults	51
	Section
    6.04.  Certain Rights of Trustee	51
	Section
    6.05.  Not Responsible for Recitals or Issuance of Senior Debt Securities	53
	Section
    6.06.  May Hold Senior Debt Securities	54
	Section
    6.07.  Money Held in Trust	54
	Section
    6.08.  Compensation and Reimbursement	54
	Section
    6.09.  Disqualification; Conflicting Interests	56



 






    ii 


     


    

 


	Section
    6.10.  Corporate Trustee Required; Eligibility	56
	Section
    6.11.  Resignation and Removal; Appointment of Successor	56
	Section
    6.12.  Acceptance of Appointment by Successor	58
	Section
    6.13.  Merger, Conversion, Consolidation or Succession Business	59
	Section
    6.14.  Preferential Collection of Claims	59
	Section
    6.15.  Appointment of Authenticating Agent	59
	Section
    6.16.  Appointment of Additional Trustees	61
	Section
    6.17.  Tax Withholding	61
	Article
                                         7

                                                                                Holders
                                         Lists and Reports by Trustee and Company

	Section
    7.01.  Company and Guarantor to Furnish Trustee Names and Addresses of Holders	62
	Section
    7.02.  Preservation of Information; Communication to Holders	62
	Section
    7.03.  Reports by Trustee	62
	Section
    7.04.  Reports by the Company and the Guarantor	63
	Article
                                         8

                                                                                Consolidation,
                                         Merger, Conveyance or Transfer

	Section
    8.01.  Company or Guarantor May Consolidate, Etc. Only on Certain Terms	64
	Section
    8.02.  Successor Corporation Substituted	65
	Section
    8.03.  Assumption of Obligations	65
	Article
                                         9

                                                                                Supplemental
                                         Indentures

	Section
    9.01.  Supplemental Indentures without Consent of Holders	66
	Section
    9.02.  Supplemental Indentures with Consent of Holders	68
	Section
    9.03.  Execution of Supplemental Indentures	69
	Section
    9.04.  Effect of Supplemental Indentures	69
	Section
    9.05.  Conformity with Trust Indenture Act	69
	Section
    9.06.  Reference in Senior Debt Securities to Supplemental Indentures	69
	Article
                                         10

                                                                                Covenants

	Section
    10.01.  Payment of Principal, Premium, and Interest	70
	Section
    10.02.  Maintenance of Office or Agency	70
	Section
    10.03.  Money for Payments to be Held in Trust	71
	Section
    10.04.  Additional Amounts	72
	Section
    10.05.  Corporate Existence	75
	Section
    10.06.  Statement as to Compliance	75
	Section
    10.07.  Original Issue Document	75



 






    iii 


     


    

 


	Article
                                         11

                                                                                Redemption
                                         of Senior Debt Securities

	Section
    11.01.  Applicability of Article	75
	Section
    11.02.  Election to Redeem; Notice to Trustee	75
	Section
    11.03.  Selection by Trustee of Senior Debt Securities to be Redeemed	76
	Section
    11.04.  Notice of Redemption	76
	Section
    11.05.  Deposit of Redemption Price	77
	Section
    11.06.  Senior Debt Securities Payable on Redemption Date	77
	Section
    11.07.  Senior Debt Securities Redeemed in Part	78
	Section
    11.08.  Optional Redemption for Taxation Reasons	78
	Section
    11.09.  Repurchase of Senior Debt Securities	79
	Section
    11.10.  Optional Early Redemption (Call)	79
	Section
    11.11.  Optional Early Redemption (Put)	79
	Article
                                         12

                                                                                Guarantee

	Section
    12.01.  The Guarantee	80
	Section
    12.02.  Guarantee Unconditional, Etc	80
	Section
    12.03.  Reinstatement	81
	Section
    12.04.  Subrogation	81
	Section
    12.05.  Assumption by Guarantor	81
	Article
                                         13

                                                                                Spanish
                                         Bail-In and Resolution Actions

	Section
    13.01.  Agreement and Acknowledgement with Respect to Spanish Bail-in Power	82
	Section
    13.02.  Agreement and Acknowledgement with Respect to the Exercise of Resolution Tools	84







  



    iv 


     


    
 


SENIOR DEBT
SECURITIES INDENTURE, dated as of [●], among SANTANDER US DEBT, S.A. UNIPERSONAL, a sociedad anónima incorporated
under the laws of the Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad
Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, BANCO SANTANDER, S.A., a sociedad anónima
incorporated under the laws of the Kingdom of Spain (the “Guarantor”), having its principal executive office
located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and THE BANK OF NEW YORK
MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New
York as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United
Kingdom.


 


RECITALS
OF THE COMPANY


 


The Company
has duly authorized the execution and delivery of this Senior Debt Securities Indenture to provide for the issuance from time
to time of its senior debt securities (the “Senior Debt Securities”), to be issued in one or more series, represented
by one or more Global Securities in registered form, or represented by definitive Senior Debt Securities in registered form, the
amount and terms of each such series to be determined as hereinafter provided.


 


All things
necessary to make this Senior Debt Securities Indenture a valid and binding agreement of the Company, in accordance with its terms,
have been done.


 


All things
necessary to make the Guarantees, when executed by the Guarantor and endorsed on the Senior Debt Securities issued under this
Senior Debt Securities Indenture, and authenticated and delivered hereunder, the valid obligations of the Guarantor, and to make
this Senior Debt Securities Indenture a valid agreement of the Guarantor, in accordance with their and its terms, have been done.


 


This Senior
Debt Securities Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Senior Debt Securities Indenture
and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE,
THIS SENIOR DEBT SECURITIES INDENTURE WITNESSETH:


 


For and in
consideration of the premises and the purchase of the Senior Debt Securities by the Holders (as herein defined) thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Senior Debt Securities of any series
as follows:


 






    	 



    	 



    

 


Article
1

Definitions and other Provisions of General Application


 


Section 1.01.     
Definitions. For all purposes of this Senior Debt Securities Indenture, except as otherwise expressly provided or
unless the context otherwise requires:


 


(1)    the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)    all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(3)    all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the Kingdom of Spain at the date of such computation and as applied by the Company;


 


(4)    the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Senior Debt Securities Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(5)    any
reference to an “Article” or a “Section” refers to an Article or Section of this Senior
Debt Securities Indenture; and


 


(6)    the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”,
not “either A or B but not both”).


 


Certain terms
used principally in certain Articles hereof are defined in those Articles.


 


“Act”,
when used with respect to any Holder, has the meaning set forth in ‎‎Section
1.04.


 


“Additional Amounts”
has the meaning set forth in ‎‎Section 10.04.


 


“Additional
Senior Debt Securities” has the meaning set forth in ‎‎Section
3.12.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 






    2 


     


    

 


“Agents”
means the agents appointed in accordance with this Senior Debt Securities Indenture or applicable supplemental indenture;


 


“Agent Member”
means a member of, or participant in, any Depositary.


 


“Amounts
Due” means the principal amount of, premium, if any, together with any accrued but unpaid interest, and Additional
Amounts, if any, due on the Senior Debt Securities of any series. References to such amounts will include amounts that have
become due and payable, but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the relevant
resolution authority.


 


“Applicable
Banking Regulations” means at any time the laws, regulations, requirements, guidelines and policies relating to capital
adequacy applicable to the Guarantor and/or the Group including, without limitation to the generality of the foregoing, those
regulations, requirements, guidelines and policies relating to capital adequacy then in effect of the Regulator (whether or not
such requirements, guidelines or policies have the force of law and whether or not they are applied generally or specifically
to Banco Santander and/or the Group).


 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Senior Debt Securities.


 


“Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place
of publication, and of general circulation in each place in connection with which the term is used or in the financial community
of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any
day that is a Business Day in the place of publication.


 


“Board
of Directors” means either the board of directors of the Company or Guarantor, as the case may be, or any committee
or Person duly authorized to act generally or in any particular respect for the Company or Guarantor hereunder.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary or any Person duly
authorized by the Company or the Guarantor, as the case may be, to have been duly adopted by the relevant Board of Directors
or an authorized committee thereof and to be in full force and effect on the date of such certification and delivered to
the Trustee.


 


“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms, as amended or superseded from time to time.


 


“Business
Day” means, unless otherwise provided in the form of Senior Debt Securities for any particular series pursuant to the
provisions of this Senior Debt Securities Indenture, any day, other than Saturday or Sunday, that is neither a Legal


 






    3 


     


    

 


Holiday
nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City
of New York, London, Madrid or any other place or places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to the Senior Debt Securities of that series are payable.


 


“Calculation
Agent” means the Trustee or such other person authorized by the Company as the party responsible for calculating the
rate(s) of interest and interest amount(s) and/or such other amount(s) from time to time in relation to any series of Senior Debt
Securities.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


 


“Company”
means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Senior Debt Securities Indenture, and thereafter “Company”
shall mean such successor Person.


 


“Company
Request” and “Company Order” mean, respectively, a written request or order, as the case may be,
signed in the name of the Company by any member of the Board of Directors or any officer or representative of the Company empowered
to do so by Board Resolution, and delivered to the Trustee.


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such
currency and for the settlement of transactions by a central bank or other public institutions of or within the international
banking community, or (ii) the euro both within the European monetary system and for the settlement of transactions by public
institutions of or within the European Union.


 


“Corporate Trust Office”
means the office of the Trustee at which its corporate trust business in London, England, is principally administered, which office
as of the date hereof is located at One Canada Square, London E14 5AL (Attention: Corporate Trust Administration, facsimile:  +44
20 7964 2536) or, if a different Trustee is appointed for a particular series of Senior Debt Securities, the address set forth
in the supplemental indenture naming the Trustee for that particular series of Senior Debt Securities.


 


The term
“corporation” includes corporations, associations, companies, partnerships and business trusts.


 


“Default
Interest” has the meaning set forth in ‎‎Section
3.07.


 


“Depositary”
means, with respect to any series of Senior Debt Securities, a clearing agency that is designated to act as Depositary for the
Global Securities evidencing all or part of such Senior Debt Securities as contemplated by‎
‎Section 3.05.


 






    4 


     


    

 


“dollar”
or “$” or any similar reference means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


“DTC”
means The Depository Trust Company or its nominee or its or their successor.


 





“Early
Redemption Amount (Call)” has the meaning set forth in Section 11.10.


 


“Early
Redemption Amount (Put)” has the meaning set forth in Section 11.11.


 


“Early
Redemption Amount (Tax)” has the meaning set forth in Section 11.08.


  


“euro”
or “€” means the currency of the member states of the European Union (“EU”) that, from
time to time, have adopted the single currency in accordance with the treaty establishing the European Community, as amended from
time to time.


 


“Event of Default”
has the meaning set forth in ‎‎Section 5.01.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission
thereunder.


 


“Foreign Currency”
means the euro or any currency issued by the government of any country (or a group of countries or participating member states)
other than the United States which as at the time of payment is legal tender for the payment of public and private debts.


 


“Foreign Government Securities”
means, with respect to Senior Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct
obligations of the participating member state or government that issued such Foreign Currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of such participating member state or government, the payment of which obligations is unconditionally guaranteed as a full faith
and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes hereof, euro
shall be deemed to have been issued by each participating member state from time to time.


 


“Global Security”
means one or more global certificates evidencing all or part of a series of Senior Debt Securities, authenticated and delivered
to or on behalf of the Holder and registered in the name of the Holder or its nominee.


 


“Group”
means Banco Santander, S.A. and its consolidated subsidiaries.


 


“Guarantees”
means the guarantees to be entered into by the Guarantor with respect to the Senior Debt Securities as set forth in ‎‎Section
12.01 endorsed on a Senior Debt Security authenticated and delivered pursuant to this Senior Debt Securities Indenture, set
forth in ‎‎Section 2.03.


 


“Guarantor”
means Banco Santander, S.A., until a successor Person shall have become such pursuant to the applicable provisions of the Senior
Debt Securities Indenture, and thereafter “Guarantor” shall mean such successor Person.


 






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“Guarantor
Request” and “Guarantor Order” mean, respectively, a written request or order, as the case may be,
signed in the name of the Guarantor by any member of the Board of Directors or any officer or representative of the Guarantor
empowered to do so by Board Resolution, and delivered to the Trustee.


 


“Holder”
means a Person in whose name a Senior Debt Security in global or definitive form is registered in the Senior Debt Security Register.


 


“Independent
Public Accountants” means accountants or a firm of accountants that, with respect to the Company, Guarantor and any
other obligor under the Senior Debt Securities, are independent public accountants within the meaning of the Securities Act of
1933, as amended, and the rules and regulations promulgated by the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or Guarantor or who may be other independent public accountants.


 


“Interest Payment Date”,
when used with respect to any Senior Debt Security, means the Stated Maturity of any installment of interest on such Senior Debt
Security.


 


“Law
11/2015” means Law 11/2015, of June 18, for the recovery and resolution of credit institutions and investment
firms (Ley 11/2015, de 18 de junio, de recuperacion y resolucion de entidades de credito y empresas de servicios de inversion),
as amended from time to time.


 


“Legal
Holiday”, with respect to any Place of Payment or other location, means a Saturday, a Sunday or a day on which banking
institutions in such Place of Payment or other location are not authorized or obligated to be open.


 


“Losses”
means any and all claims, losses, liabilities, damages, costs, expenses and judgments (including legal fees and expenses) sustained
by the Company or the Trustee.


 


“Maturity”,
when used with respect to any Senior Debt Security, means the date, if any, on which the principal or any installment of principal
of such Senior Debt Security becomes due and payable as therein or herein provided, whether by call for redemption, repurchase
declaration of acceleration or otherwise.


 


“Officer’s Certificate”
means a certificate signed by any member of the Board of Directors, the Secretary or the Deputy Secretary of the Board of Directors,
a Vice President or any officer or any other Person duly authorized by the Company or the Guarantor, that complies with the requirements
of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of legal advisors, who may be an employee of or legal advisors for the Company or the Guarantor or other
legal advisors who shall be reasonably acceptable to the Trustee and that, if required by the Trust Indenture Act, complies therewith.


 






    6 


     


    




 


“Outstanding”,
when used with respect to Senior Debt Securities or any series of Senior Debt Securities means (except as otherwise specified
pursuant to ‎‎Section 3.01), as of the date of determination,
all Senior Debt Securities or all Senior Debt Securities of such series, as the case may be, theretofore authenticated and delivered
under this Senior Debt Securities Indenture, except:


 


(i)     Senior
Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)    Senior
Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government
Securities in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company
or the Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company shall act as its
own or authorize the Guarantor to act as, Paying Agent) for the Holders of such Senior Debt Securities; provided,
that, if such Senior Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Senior
Debt Securities Indenture or provision therefor satisfactory to the Trustee has been made;


 


(iii)   any
such Senior Debt Security with respect to which the Company has effected defeasance pursuant to the terms hereof, except to the
extent provided in ‎Section 4.02; and


 


(iv)   Senior
Debt Securities which have been paid pursuant to ‎‎Section
11.06 or in exchange for or in lieu of which other Senior Debt Securities have been authenticated and delivered pursuant
to this Senior Debt Securities Indenture, other than any such Senior Debt Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Senior Debt Securities are held by a bona fide purchaser in whose
hands such Senior Debt Securities are valid obligations of the Company;


 


provided, however, that
in determining whether the Holders of the requisite principal amount of the Outstanding Senior Debt Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Senior
Debt Security denominated in a Foreign Currency shall be the dollar equivalent, determined on the date of original issuance of
such Senior Debt Security, of the principal amount of such Senior Debt Security; and (ii) Senior Debt Securities beneficially
owned by the Company, the Guarantor or any other obligor upon the Senior Debt Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Senior Debt Securities
for which a Responsible Officer of the Trustee has received an Officer’s Certificate stating that such Senior Debt Securities
are so beneficially owned shall be so disregarded; provided, further, however,


 






    7 


     


    

 


that Senior Debt Securities so
beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Senior Debt Securities and that the pledgee is not the
Company, the Guarantor or any other obligor upon the Senior Debt Securities or any Affiliate of the Company, the Guarantor or
of such other obligor.


 





“Paying Agent”
means any Person (which may include the Company or the Guarantor) authorized by the Company to pay the principal of, or any premium
or interest on, or any Additional Amounts with respect to, any Senior Debt Securities on behalf of the Company. Except as otherwise
specified as contemplated by ‎‎Section 3.01 hereof, The
Bank of New York Mellon, acting through its London Branch will act as Paying Agent in respect of the Senior Debt Securities of
any series.



  


“Payment
Statement” means the statement to be delivered to the Company or Guarantor by the Trustee, substantially in the form
set forth in Exhibit I to Appendix I, pursuant to ‎Section
6.02.


 


“Person”
means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a
state or other entity, whether or not having separate legal personality.


 


“Place of Payment”,
when used with respect to the Senior Debt Securities of any series, means the place or places where the principal of, or any premium
or interest on, or any Additional Amounts with respect to the Senior Debt Securities of that series are payable as specified pursuant
to ‎‎Section 3.01 or, if not so specified, as
specified in ‎‎Section 10.02.


 


“Predecessor Security”
of any particular Senior Debt Security means every previous Senior Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Senior Debt Security; and, for the purposes of this definition, any Senior Debt Security
authenticated and delivered under ‎‎Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Debt Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Senior Debt Security.


 


“Redemption Date”,
when used with respect to any Senior Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Senior Debt Securities Indenture.


 





“Redemption Price”,
when used with respect to any Senior Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Senior Debt Securities Indenture, which shall include the Early Redemption Amount (Tax), Early Redemption Amount (Call) or Early
Redemption Amount (Put), as applicable. 
  


“Record Date”
for the interest payable on any Interest Payment Date on Senior Debt Securities of any series means the date specified for the
purpose pursuant to ‎‎Section 3.01.


 






    8 


     


    

 


“regulated
entity” means any entity to which Law 11/2015 applies as provided under article 1.2 of Law 11/2015, as amended from
time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies;


 


“Regulator”
means the European Central Bank or such other or successor authority exercising primary bank supervisory authority, in each case
with respect to prudential matters in relation to the Guarantor and/or the Group;


 


“relevant
resolution authority”  means the Spanish Fund for the Orderly Restructuring of Banks, the European Single
Resolution Mechanism, as the case may be, according to Law 11/2015, and any other entity with the authority to exercise
the Spanish Bail-in Power from time to time.



  





“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee assigned to or working in the Corporate Trust Administration
unit (or any successor unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility
for the administration of this Senior Debt Securities Indenture and, for purposes of Section 6.01(c)(ii), shall also include any
other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity
with the particular subject.


 




“Senior Debt Securities”
has the meaning set forth in the recitals herein and more particularly means any series of Senior Debt Securities issued, authenticated
and delivered under this Senior Debt Securities Indenture.


 


“Senior Debt Securities Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular
series of Senior Debt Securities established pursuant to ‎‎Section
3.01.


 


“Senior Debt Security”
means one of the Senior Debt Securities. 


 


“Senior Debt Security Register”
and “Senior Debt Security Registrar” have the respective meanings specified
in ‎‎Section 3.05.


 





“Senior Securities” means
Senior Debt Securities or any other unsecured and unsubordinated debt securities issued by the Company.





 


“Spanish
Bail-in Power” means any write-down, conversion, transfer, modification, or suspension power existing from time to
time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain,
relating to (i) the transposition of BRRD, including but not limited to Law 11/2015, and up to 31 December 2015 (inclusive),
Law 9/2012, of 14 November, on restructuring and resolution of credit institutions, (ii) the SRM Regulation and (iii) the
instruments, rules and standards created thereunder, pursuant to which any obligation of a regulated entity (or other
affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other
obligations of such regulated entity or any other person (or suspended for a temporary period).


 






    9 


     


    




 


“Spanish
Insolvency Law” means Law 22/2003 (Ley Concursal) of 9 July 2003 regulating insolvency proceedings in Spain, or an equivalent
legal provision which replaces it in the future.


 


“Special Record Date”,
when used for the payment of any Default Interest on Senior Debt Securities of any series, means the date specified by the Company
for the purpose pursuant to ‎‎Section 3.07.


 


“SRM
Regulation” means Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014,
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in
the framework of the Single Resolution Mechanism and the Single Resolution Fund and amending Regulation (EU) No. 1093/2010,
as amended or superseded from time to time.


 


“Stated Maturity”,
when used with respect to any Senior Debt Security or any installment of principal thereof or interest thereon, means the date
or dates, if any, specified in, or determined in accordance with the terms of, such Senior Debt Security, including as the same
may be modified pursuant to the Spanish Bail-in Power set forth in ‎Article
13, as the fixed date or dates on which the principal of such Senior Debt Security or such installment of principal or interest
(and Additional Amounts, if any) is due and payable.


 


“Subsidiary”
means any entity over which the Company or the Guarantor may have, directly or indirectly, control in accordance with Applicable
Banking Regulations;


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee
shall have become such pursuant to the applicable provisions of this Senior Debt Securities Indenture, and thereafter “Trustee”
shall mean the Person who is then the Trustee hereunder, or, if a different Trustee is appointed for a particular series of Senior
Debt Securities, the Trustee named in the relevant indenture supplemental hereto as the Trustee for that particular series of
Senior Debt Securities and if at any time there is more than one such Person, “Trustee” shall mean and include
each such Person; and “Trustee” as used with respect to the Senior Debt Securities of any series shall mean
the Trustee with respect to the Senior Debt Securities of such series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in effect at the date as of which this instrument
was executed, except as provided in ‎‎Section 9.05.


 


“United States”
and “U.S.” mean the United States of America and, except in the case of ‎Section
6.10 and ‎Section 6.14, its territories and possessions.


 


“U.S.
Government Obligations” means securities that are noncallable and nonredeemable at the option of the issuer and that
are (i) direct obligations of the United States for which its full faith and credit are pledged and/or (ii) obligations of a Person


 






    10 


     


    

 


controlled
or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed
as a full faith and credit obligation of the United States, and shall also include a depository receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act of 1933, as amended) , which may include the Trustee, as custodian with respect to any
such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of
or interest on or other amount with respect to the U.S. Government Obligation evidenced by such depository receipt.


 


Section 1.02.     
Compliance Certificates and Opinions. Unless otherwise expressly provided for in this Senior Debt Securities Indenture,
upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this
Senior Debt Securities Indenture, the Company or Guarantor shall furnish to the Trustee an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Senior Debt Securities Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such
conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of this Senior Debt Securities Indenture relating to
such particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Senior Debt Securities Indenture (other
than ‎‎Section 10.06) shall include:


 


(a)    a
statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(b)    a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)    a
statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)    a
statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.


 


Section 1.03.     
Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion


 






    11 


     


    

 


of,
only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


Any certificate
or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or
representations are based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession
of the Company or the Guarantor, as the case may be, unless such legal advisors know, or in the exercise of reasonable care should
know, that the certificate or opinion or representation with respect to such matters is erroneous.


 


Where any
Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Senior Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.


 


Section 1.04.     
Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Senior Debt Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
and, when it is hereby expressly required, to the Company or the Guarantor or to both of them. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Senior Debt Securities Indenture and (subject to ‎‎Section
6.01) conclusive in favor of the Trustee and the Company and the Guarantor, if made in the manner provided in this Section.


 


(b)      The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 






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(c)       The
ownership of Senior Debt Securities shall be proved by the Senior Debt Security Register.


 


(d)       Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Senior Debt Security shall
bind every future Holder of the same Senior Debt Security and the Holder of every Senior Debt Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by
the Trustee, any Senior Debt Security Registrar, any Paying Agent, any Authenticating Agent, the Company or the Guarantor in reliance
thereon, whether or not notation of such action is made upon such Senior Debt Security or such other Senior Debt Security.


 


(e)       If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution or an Officer’s Certificate, fix in advance a record
date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Senior Debt Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Senior Debt Securities shall
be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the provisions of this Senior Debt Securities Indenture
not later than six months after the record date.


 


Section 1.05.     
Notices, Etc. to Trustee, Company or Guarantor. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this Senior Debt Securities Indenture to be made upon, given
or furnished to, or filed with,


 


(a)       the
Trustee by any Holder or by the Company or the Guarantor shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile or email delivery of a
copy of such a document) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept and act upon facsimile
transmission or email delivery of written instructions pursuant to this Senior Debt Securities Indenture; provided, however,
that (x) the party providing such written instructions, subsequent to such transmission of written instructions, shall
provide the originally executed instructions or directions to the Trustee in a timely manner, and (y) such originally
executed instructions or directions shall be signed by an authorized representative of the party providing such instructions
or directions; or


 






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(b)       the
Company or Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class air mail postage prepaid, to the Company or the Guarantor, to the address
of its principal office specified in the first paragraph of this Senior Debt Securities Indenture or at any other address previously
furnished in writing to the Trustee by the Company or the Guarantor.


 


The Trustee
agrees to accept and act upon instructions or directions pursuant to this Senior Debt Securities Indenture sent by unsecured e-mail,
portable document format (PDF), facsimile transmission or other similar unsecured electronic methods, provided, however, that
the Trustee shall have received from the Company an incumbency certificate listing persons designated to give such instructions
or directions and containing the titles and specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing, and provided further that the Trustee
shall have no obligation or responsibility to confirm or verify that the instruction or direction was in fact sent by, or on behalf
of, a person so designated to give instructions or directions. If the Company elects to give the Trustee e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding a conflict
or inconsistency between such instructions and a subsequent written instruction. The Company agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


Section 1.06.     
Notice to Holders; Waiver. When this Senior Debt Securities Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if given in writing and mailed, first-class
postage prepaid, to each Holder of a Senior Debt Security affected by such event in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act with respect to reports pursuant to ‎‎Section 7.03(a).


 


For so long
as the Senior Debt Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices
with respect to such series to the Holder (if the address of such Holder is known to the Company).


 


When notice
to Holders of Senior Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Senior
Debt Securities Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver. In case by reason of the


 






    14 


     


    

 


suspension
of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section 1.07.     
Language of Notices, Etc. Any notice under this Senior Debt Securities Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an official language of the country of publication.


 


Section 1.08.     
Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Senior Debt Securities Indenture by any of the provisions of the Trust Indenture
Act, such required provision of the Trust Indenture Act shall control. If at any future time any provision required to be included
herein by the Trust Indenture Act as in force at the date as of which this Senior Debt Securities Indenture was executed or any
limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so required
or imposed (in whole or in part) if this Senior Debt Securities Indenture were executed at such future time, the Company, the
Guarantor and the Trustee may enter into one or more indentures supplemental hereto pursuant to ‎‎Section
9.01 to change or eliminate (in whole or in part) such provision or limitation of this Senior Debt Securities Indenture in
conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to ‎Article 9) no
provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3) and
(e), 316(a)(1)(A), (a)(l)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which
this Senior Debt Securities Indenture was executed may be so changed or eliminated.


 


Section 1.09.     
Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


 


Section 1.10.     
Successors and Assigns. All covenants and agreements in this Senior Debt Securities Indenture by the Company or
the Guarantor shall bind their respective successors and assigns, whether so expressed or not.


 


Section 1.11.     
Separability Clause. In case any provision in this Senior Debt Securities Indenture or in the Senior Debt Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 1.12.     
Benefits of Senior Debt Securities Indenture. Nothing in this Senior Debt Securities Indenture, in the Senior Debt
Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto and any Senior Debt
Securities Registrars or any Paying Agent or Calculation Agent with respect to any Senior Debt Securities and their successors
hereunder, and the Holders of Senior Debt Securities, any benefit or any legal or equitable right, remedy or claim under this
Senior Debt Securities Indenture.


 






    15 


     


    

 


Section 1.13.     
Governing Law. This Senior Debt Securities Indenture, the Senior Debt Securities and the Guarantees shall be governed
by and construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions,
except that the authorization and execution of the Senior Debt Securities Indenture, the Senior Debt Securities and the Guarantees
shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of
organization of the Company, the Guarantor and the Trustee, as the case may be.


 


Section 1.14.     
Business Days and Legal Holidays. The terms of the Senior Debt Securities shall provide that, in any case where
any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, of a Senior Debt Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Senior Debt Securities Indenture or the Senior Debt
Securities other than a provision in the Senior Debt Securities that specifically states that such provision shall apply in lieu
of this Section) payments of interest, if any (and premium, if any) or principal and the exchange of the Senior Debt Security
need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment
(or such other Business Day as shall be provided in such Senior Debt Security) with the same force and effect as if made on such
Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on
such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case
may be.


 


Section 1.15.     
Appointment of Agent for Service. Each of the Company and the Guarantor has designated and appointed Banco Santander,
S.A., New York Branch, 45 E. 53rd Street, New York, New York 10022, as its authorized agent (the “Authorized
Agent”) upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan,
The City of New York arising out of or relating to the Senior Debt Securities or this Senior Debt Securities Indenture, but for
that purpose only, and agrees that service of process upon said Authorized Agent shall be deemed in every respect effective service
of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York,
New York. Such appointment shall be irrevocable so long as any of the Senior Debt Securities remain Outstanding until the appointment
of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance,
the Company or the Guarantor shall notify the Trustee of the name and address of such successor. Each of the Company and the Guarantor
further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment of said Authorized Agent in full force and effect so long as any
of the Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect
to any failure by the Company or the Guarantor to take any such action. Each of the Company and the Guarantor hereby irrevocably
submits (for the purposes of any such suit or proceeding) to the non-exclusive jurisdiction of any such court in which any such
suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter
to the laying of the venue of any such suit or


 






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proceeding.
To the extent that the Company may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced
with respect to or arising out of this Senior Debt Securities Indenture to claim for itself or its revenues, assets or properties
immunity (whether by reason of sovereign immunity or otherwise) from suit, from the jurisdiction of any court (including, but
not limited to, any court of the United States of America or the State of New York) or from any legal process with respect to
itself or its property, from attachment prior to judgment, from set-off, from execution of a judgment, from the grant of injunctive
relief, whether prior to or after judgment, or from any other legal process (including, without limitation, in relation to enforcement
of any arbitration award), and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or
not claimed), the Company hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity and consents to the
grant of any such relief.


 


Section 1.16.     
Calculation Agent. If the Company appoints a Calculation Agent pursuant to ‎‎Section 3.01 with
respect to any series of Senior Debt Securities, any determination of the interest rate on, or other amounts in relation to, such
series of Senior Debt Securities in accordance with the terms of such series of Senior Debt Securities by such Calculation Agent
shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the Company, the Guarantor, the Trustee
and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no liability to the Holders shall attach
to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.


 


Section 1.17.     
Waiver of Jury Trial. EACH OF THE PARTIES HERETO, AND EACH HOLDER OF A SENIOR DEBT SECURITY BY ITS ACCEPTANCE THEREOF,
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS SENIOR DEBT SECURITIES INDENTURE, THE SENIOR DEBT SECURITIES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 1.18.     
Judgment Currency. Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”)
which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment
Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Company
shall constitute a discharge of the Company obligation under this Senior Debt Securities Indenture and the Senior Debt Securities
only to the extent of the amount of the Required Currency with such Holder or the Trustee, as the case may be, could purchase
in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at
the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount
of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder
or the Trustee, as the case may be, the Company shall indemnify and hold harmless the Holder or the Trustee, as the case may be,
from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation
separate and


 






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independent
from the other obligations contained in this Senior Debt Securities Indenture or the Senior Debt Securities, shall give rise to
a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from
time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect
of an amount due hereunder or under any judgment or order.


 


Article
2

Senior Debt Security Forms


 


Section 2.01.     
Forms Generally. The Senior Debt Securities of each series shall be issuable in registered form and in such forms
as shall be established by or pursuant to a Board Resolution of the Company, or an Officer’s Certificate, or in one or more
indentures supplemental hereto, pursuant to ‎‎Section 3.01, in each case with such insertions, omissions,
substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any
applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor,
or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any
such execution.


 


The Trustee’s
certificates of authentication shall be in substantially the form set forth in ‎‎Section
2.03 or ‎‎Section 6.15.


 


The Guarantee
by the Guarantor to be endorsed on the Senior Debt Securities of each series shall be substantially in the form set forth in this
Article, or as shall be established by or pursuant to a Board Resolution or Officer’s Certificate of the Guarantor, or in
one of more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer
or officers executing such Guarantees, as evidenced by the officer’s or officers’ execution (whether by facsimile
or otherwise) of the Guarantees.


 


The definitive
Senior Debt Securities and Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods
or may be produced in any other manner permitted by the rules of any securities exchange on which the Senior Debt Securities may
be listed, all as determined by the officers executing such Senior Debt Securities and Guarantees, as evidenced by their execution
thereof.


 


Section 2.02.     
Status of the Senior Debt Securities. The Senior Debt Securities of any series constitute direct, unconditional,
unsubordinated and unsecured obligations of the Company, and upon the insolvency of the Company (and unless they qualify as subordinated
claims under Article 92 of the Spanish Insolvency Law and subject to any applicable statutory exceptions) will rank pari passu
and ratably without preference


 






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among
themselves and the payment obligations of the Company under the Senior Debt Securities of such series will rank at least pari
passu with all of the Company’s other unsecured and unsubordinated indebtedness, present and future. The obligations
of the Company in respect of the Senior Debt Securities of each series will be effectively subordinated to those obligations that
are preferred under the Spanish Insolvency Law.


 


Section 2.03.     
Form of Guarantee. The Guarantee shall be in substantially the following form:


 


GUARANTEE
OF BANCO SANTANDER, S.A.


 


This Guarantee
is made on ___,___ by BANCO SANTANDER, S.A. (herein called the “Guarantor,” which term includes any successor
person under the Indenture (as defined on the reverse hereof)) in favor of the Holder of the Senior Debt Security upon which this
Guarantee is endorsed (“this Security”). This Guarantee is issued subject to the provisions of the Indenture
dated [*], 2015 among Santander US Debt, S.A. Unipersonal, the Guarantor and The Bank of New York Mellon, as Trustee, as supplemented
from time to time (the “Indenture”), and each Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions.


 


(a)       Guarantee.


 


The Guarantor
hereby fully, unconditionally and irrevocably guarantees (the “Guarantee”) to each Holder of this Security
and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, any premium and interest on,
and any Additional Amounts with respect to the Security and the due and punctual payment of the sinking fund payments (if any)
provided for pursuant to the terms of this Security and any and all amounts of whatever nature which may become payable under
any of the foregoing or under the Indenture (including but not limited to, the fees, expenses and indemnities of the Trustee),
including as may be modified pursuant to the exercise of the Bail-in Power under ‎Article
13 of the Indenture, and as and when the same shall become due and payable, whether at maturity, by acceleration, redemption,
repayment or otherwise, in accordance with the terms of this Security and of the Indenture, the Guarantor will pay to such Holder,
or to the Trustee for the account of such Holder, on demand the amount payable by the Company to such Holder. In case of the failure
of the Company punctually to pay any such principal, premium, interest, Additional Amounts or sinking fund payment and any and
all amounts under the


 






    19 


     


    

 


Indenture,
(including but not limited to, the fees, expenses and indemnities of the Trustee) the Guarantor hereby agrees to pay, or cause
any such payment to be made, punctually when and as the same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the Company in accordance with the terms of such Senior
Note and of the Indenture. Unless otherwise defined herein, all terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


 




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IN WITNESS
WHEREOF, the Guarantor has caused this Guarantee to be duly executed.


 


Dated:


 


	BANCO SANTANDER, S.A.
	 
	 
	By:	 
	 	Name:	
	 	Title:	Authorized Signatory
	 	 	 



	 	 
	 	Name:	
	 	Title:	Authorized Signatory



 


Section 2.04.     
Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be
in substantially the following form.


 


CERTIFICATE
OF AUTHENTICATION


 


This is one
of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Senior Debt Securities Indenture.


 


	Dated:	 



	 
	 
	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	By:	 
	 	Authorized Signatory



 


 


Article
3

The Senior Debt Securities


 


Section 3.01.     
Amount Unlimited; Issuable in Series. The aggregate principal amount of Senior Debt Securities which may be authenticated
and delivered under this Senior Debt Securities Indenture is unlimited. The Senior Debt Securities may be issued in one or more
series.


 


There shall
be established by or pursuant to a Board Resolution of the Company or established by an Officer’s Certificate or established
in one or more indentures supplemental hereto, prior to the initial issuance of Senior Debt Securities of any series:


 






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(a)       the
title of the Senior Debt Securities of the series (which shall distinguish the Senior Debt Securities of the series from all other
Senior Debt Securities);


 


(b)       the
price or prices (expressed as a percentage of the principal amount thereof) at which the Senior Debt Securities of the series
shall be issued;


 


(c)       any
limit upon the aggregate principal amount of the Senior Debt Securities of the series which may be authenticated and delivered
under this Senior Debt Securities Indenture (except for Senior Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Senior Debt Securities of the series pursuant to ‎‎Section
3.04, ‎‎Section 3.05, ‎‎Section 3.06, ‎‎Section 9.06 or ‎‎Section
11.07 and except for any Senior Debt Securities which, pursuant to ‎‎Section 3.03 are deemed never
to have been authenticated and delivered hereunder);


 


(d)       the
date or dates, if any, on which the principal of (and premium, if any, on) the Senior Debt Securities of the series is payable;


 


(e)       the
rate or rates, if any, at which the Senior Debt Securities of the series shall accrue interest or the manner of calculation of
such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in ‎‎Section
3.07 and the Regular Record Date for the interest payable on any Interest Payment Date and any dates required to be established
pursuant to ‎‎Section 7.01;


 


(f)        whether
any premium, upon redemption or otherwise, shall be payable by the Company on Senior Debt Securities of the series, and whether
such premium shall be redeemable at the option of the Company or the Holder;







 


(g)       the
place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series shall be
payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest
on Senior Debt Securities of such series, at least one of such Paying Agents having an office or agency in the Borough of Manhattan,
The City of New York;


 


(h)       other
than with respect to any redemption of the Senior Debt Securities pursuant to ‎‎Section 11.08, whether or
not such series of Senior Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so
redeemable, the period or periods within which, the price or prices at which and the terms and conditions upon which, Senior Debt
Securities of the series may be redeemed, including the date referred to in ‎‎Section 11.08;


 


(i)        the
obligation, if any, of the Company to redeem or purchase Senior Debt Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which Senior Debt Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;


 






    22 


     


    

 


(j)        if
other than denominations of $1,000 and any multiple thereof, the denominations in which Senior Debt Securities of the series in
each applicable form shall be issuable;


 


(k)       if
other than the full principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount
of Senior Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity
thereof pursuant to ‎‎Section 5.02, upon redemption of Senior Debt Securities of any series which are redeemable
before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to ‎‎Section
5.04;


 


(l)        if
Additional Amounts, pursuant to ‎‎Section 10.04, will not be payable;


 


(m)      the
terms, if any, on which such Senior Debt Securities may or shall be converted into or exchanged at the option of the Company or
otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities,
into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific
terms relating to the adjustment thereof and the period during which such Senior Debt Securities may or shall be so converted
or exchanged;


 


(n)       if
other than dollars, provisions, if any, for the Senior Debt Securities of the series to be denominated, and payments thereon to
be made, in Foreign Currencies and specifying the manner and Place of Payment thereon and any other terms with respect thereto;


 


(o)       if
other than the coin or currency in which the Senior Debt Securities of that series are denominated, the coin or currency in which
payment of the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series shall be payable;


 


(p)       if
the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series are to be payable, at
the election of the Company or a Holder thereof, in a coin or currency other than that in which the Senior Debt Securities are
denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(q)       whether
the Senior Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and
the initial Holder with respect to such Global Security or Senior Debt Securities;


 


(r)        if
the Senior Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange
of a temporary Senior Debt Security of such series or otherwise) only upon receipt of certain certificates or other documents
or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;


 






    23 


     


    

 


(s)       
if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of
the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner
in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate
such amounts;


 


(t)        any
other Events of Default or covenants with respect to the Senior Debt Securities of such series and, if other than as specified
in this Senior Debt Securities Indenture, the terms thereof;


 


(u)       the
forms of Senior Debt Securities of the series;


 


(v)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Senior Debt Securities Indenture,
except as permitted by ‎‎Section 9.01(d)); and


 


(w)      the
Trustee for such series of Senior Debt Securities who shall also be named in an indenture supplemental hereto for a particular
series of Senior Debt Securities if the Trustee for such series is not the Trustee named in the first paragraph of this Senior
Debt Securities Indenture.


 


All Senior
Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to such action or in any such Officer’s Certificate or indenture supplemental hereto.


 


If the forms
of Senior Debt Securities of any series, or any of the terms thereof, are established by action taken pursuant to a Board Resolution,
a copy of the Board Resolution in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company
Order pursuant to ‎‎Section 3.03 for the authentication
and delivery of such Senior Debt Securities.


 


Section 3.02.     
Denominations. The Senior Debt Securities of each series shall be issuable in such denominations as shall be specified
as contemplated by ‎‎Section 3.01. In the absence of any such specification with respect to Senior Debt Securities
of any series, the Senior Debt Securities of each series shall be issuable in denominations of $1,000 each and any integral multiple
thereof. Unless otherwise specified in accordance with ‎‎Section 3.01, any Global Security issued and delivered
to the Holder shall be issued in the form of units with each $1,000 principal amount of such Global Security constituting one
unit.


 


Section 3.03.     
Execution, Authentication, Delivery and Dating. The Senior Debt Securities shall be executed on behalf of the Company
by any one of the representatives of the Company authorized to do so by Board Resolution or by any member of the Board of Directors.
The signature of any of these authorized representatives on the Senior Debt Securities may be manual or facsimile. Senior Debt
Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officer of the


 






    24 


     


    

 


Company
shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery
of such Senior Debt Securities.


 


At any time
and from time to time after the execution and delivery of this Senior Debt Securities Indenture, the Company may deliver Senior
Debt Securities of any series executed by the Company having endorsed thereon Guarantees by the Guarantor to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Senior Debt Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Senior Debt Securities. In authenticating such Senior Debt Securities
and accepting the additional responsibilities under this Senior Debt Securities Indenture in relation to such Senior Debt Securities
the Trustee shall be entitled to receive, and (subject to ‎‎Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established
in conformity with the provisions of this Senior Debt Securities Indenture.


 


If all the
Senior Debt Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel
and an Officer’s Certificate at the time of issuance of each Senior Debt Security, but such opinion and certificate, with
appropriate modifications, shall be delivered at or before the time of issuance of the first Senior Debt Security of such series.
After any such first delivery, any separate request by the Company that the Trustee authenticate Senior Debt Securities of such
series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in the
Senior Debt Securities Indenture relating to authentication and delivery of such Senior Debt Securities continue to have been
complied with.


 


The Trustee
shall not be required to authenticate such Senior Debt Securities if the issue of such Senior Debt Securities pursuant to this
Senior Debt Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Senior Debt Securities
and this Senior Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Each Senior
Debt Security shall be dated the date of its authentication.


 


No Senior
Debt Security appertaining thereto shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or
obligatory for any purpose unless there appears on such Senior Debt Security a certificate of authentication substantially in
the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Senior
Debt Security shall be conclusive evidence, and the only evidence, that such Senior Debt Security has been duly authenticated
and delivered hereunder and that such Senior Debt Security is entitled to the benefits of this Senior Debt Securities Indenture.  Notwithstanding
the foregoing, if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Senior Debt Security to the Trustee for cancellation as provided in ‎‎Section
3.09, for all purposes of this Senior Debt Securities Indenture, such Senior Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefit of this Senior Debt Securities Indenture.


 






    25 


     


    

 


Section 3.04.     
Temporary Senior Debt Securities. Pending the preparation of definitive Senior Debt Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Senior Debt Securities, having
endorsed thereon the Guarantee by the Guarantor, substantially of the tenor of the definitive Senior Debt Securities in lieu of
which they are issued, and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor substantially of
the tenor of the definitive Guarantees, which Senior Debt Securities may be printed, lithographed, typewritten, photocopied or
otherwise produced. Temporary Senior Debt Securities shall be issuable as Senior Debt Securities in registered form in any authorized
denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such
Senior Debt Securities may determine, all as evidenced by such execution.


 


If temporary
Senior Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Senior
Debt Securities, definitive Senior Debt Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Senior Debt Securities of such series, the temporary Senior Debt Securities of such series shall be exchangeable
for definitive Senior Debt Securities of such series containing identical terms and provisions upon surrender of the temporary
Senior Debt Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Senior Debt Securities of any series the Company shall
execute, the Guarantor shall endorse the Guarantee on, and the Trustee shall authenticate and deliver in exchange therefor, a
like aggregate principal amount of definitive Senior Debt Securities of the same series of authorized denominations containing
identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating
thereto, the temporary Senior Debt Securities of any series shall in all respects be entitled to the same benefits (but shall
be subject to all the limitations of rights) under this Senior Debt Securities Indenture as definitive Senior Debt Securities
of such series.


 


Section
3.05.      Registration,
Registration of Transfer and Exchange. (a) Global Securities. This Section 3.05‎‎(a) shall
apply to Global Securities unless otherwise specified, as contemplated by ‎‎Section 3.01.


 


Except as
otherwise specified, as contemplated by ‎‎Section
3.01 hereof, the Senior Debt Securities shall be initially issued and represented by one or more Global Securities in registered
form, which shall be authenticated as contemplated by this Senior Debt Securities Indenture.


 


Each Global
Security authenticated under this Senior Debt Securities Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Senior Debt Security for all purposes of this Senior Debt Securities Indenture.  Except
as otherwise specified, as contemplated by ‎‎Section
3.01 hereof, each Global Security authenticated under this


 






    26 


     


    

 


Senior
Debt Securities Indenture shall be initially registered in the name of DTC or its nominee only.


 


Unless the
Global Security is presented by an authorized representative of the Holder to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of a nominee of the Holder and any payment is made to
such nominee, any transfer, pledge or other use of the Global Security for value or otherwise shall be wrongful since the registered
owner of such Global Security, the nominee of the Holder, has an interest in such Global Security.


 


Except as
otherwise specified, as contemplated by ‎‎Section
3.01 hereof, any Global Security shall be exchangeable for definitive Senior Debt Securities only as provided in this paragraph.
A Global Security shall be exchangeable pursuant to this Section only (i) if the relevant Depositary notifies the Trustee that
it is unwilling or unable to continue to act as Depositary and a successor depositary is not appointed by the Trustee within 120
days of such notification, (ii) if, in the event of a winding-up of the Company, the Company fails to make a payment on the Senior
Debt Securities when due, or (iii) at any time if the Company at its option and in its sole discretion determines that the Global
Securities of a particular series should be exchanged for definitive Senior Debt Securities of that series. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated
by ‎‎Section 3.01, definitive Senior Debt Securities  bearing
interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from
which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination
of such Interest Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations
aggregating a like amount as the Global Security so exchangeable. Definitive Senior Debt Securities shall be registered in the
names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided by the
Holder to the Trustee.


 


Any Global
Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by ‎‎Section
3.01, shall be exchangeable for Senior Debt Securities issuable in authorized denominations of a like aggregate principal amount
and tenor.


 


No Global
Security may be transferred except as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to
a successor of the Holder or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a
Global Security shall not be entitled to receive physical delivery of Senior Debt Securities in definitive form and will not be
considered the holders thereof for any purpose under this Senior Debt Securities Indenture.


 


In the event
that a Global Security is surrendered for redemption or exchange for stock or other securities of the Company or another entity
or other entities in part pursuant to ‎‎Section 11.07,
the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service
charge, a new Global


 






    27 


     


    

 


Security
in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the Global Security so
surrendered.


 


The Agent
Members and any other beneficial owners shall have no rights under this Senior Debt Securities Indenture with respect to any Global
Security held on their behalf by a Holder, and such Holder may be treated by the Company, the Guarantor, the Trustee, and any
agent of the Company, the Guarantor, or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall (i) prevent the Company, the Guarantor, the Trustee, or any agent of the Company, the Guarantor
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or (ii) impair,
as between any such Holder or other clearance service and its Agent Members and Holders, the operation of customary practices
governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other
authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other
action which a Holder is entitled to give or take under this Senior Debt Securities Indenture.


 


In connection
with any exchange of interests in a Global Security for definitive Senior Debt Securities of another authorized form, as provided
in this ‎‎Section 3.05‎‎(a), then
without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Senior Debt Securities in aggregate principal amount equal to the principal amount of
such Global Security or the portion to be exchanged executed by the Company.  On or after the earliest date on which
such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Company’s
agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Senior Debt Securities without
charge (in which case the Company or Trustee may require payment of any taxes or governmental charges arising) and the Trustee
shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive
Senior Debt Securities of authorized denominations as the portion of such Global Security to be exchanged.  Any Global
Security that is exchangeable pursuant to this ‎‎Section
3.05 shall be exchangeable for Senior Debt Securities issuable in the denominations specified as contemplated by ‎‎Section
3.01 and registered in such names as the Holder of such Global Security shall direct.  If a definitive Senior Debt
Security  is issued in exchange for any portion of a Global Security after the close of business at the office or agency
where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest
Payment Date, interest will not be payable on such Interest Payment Date in respect of such definitive Senior Debt Security, but
will be payable on such Interest Payment Date only to the Person to whom payments of interest in respect of such portion of such
Global Security are payable.


 


A Depositary
may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a holder is entitled to take under this Senior Debt Securities Indenture with respect to the
Senior Debt Securities.


 






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(b)       Except
as otherwise specified pursuant to ‎‎Section 3.01, Senior Debt Securities of any series may only be exchanged
for a like aggregate principal amount of Senior Debt Securities of such series of other authorized denominations containing identical
terms and provisions. Senior Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated
pursuant to ‎‎Section 10.02 for such purpose, and the Company shall execute, and if applicable, the Guarantor
shall endorse the Guarantee thereon, and the Trustee shall authenticate and deliver, in exchange therefor the Senior Debt Security
or Senior Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.


 


Except as
otherwise specified pursuant to ‎‎Section 3.01, the
Company shall cause to be kept in the principal corporate trust office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to
as the “Senior Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Senior Debt Securities and of transfers of such Senior Debt Securities. Except
as otherwise specified pursuant to ‎‎Section 3.01,
the Trustee is hereby appointed “Senior Debt Security Registrar” for the purpose of registering Senior Debt
Securities  and transfers of Senior Debt Securities  as herein provided.


 


Senior Debt
Securities shall be transferable only on the Senior Debt Security Register.  Upon surrender for registration of transfer
of any Senior Debt Security of any series, together with the form of transfer endorsed on it, duly completed and executed at an
office or agency of the Company designated pursuant to ‎‎Section
10.02 for such purpose, the Company shall execute, and if applicable, the Guarantor shall endorse the Guarantee thereon,
and the Trustee shall authenticate and deliver to the address specified in the form of transfer, within three Business Days, in
the name of the designated transferee or transferees, one or more new Senior Debt Securities of the same series of any authorized
denominations containing identical terms and provisions, of a like aggregate principal amount.











 


If only part of a Senior Debt Security
is transferred, a new Senior Debt Security of an aggregate principal amount equal to the amount not being transferred shall be
executed by the Company (and the Guarantee shall be endorsed thereon by the Guarantor), and authenticated and delivered by the
Trustee to the transferor, in the name of the transferor, within three Business Days after the Trustee acting as Paying Agent
pursuant to ‎Section 10.02 receives the Senior Debt Security.  The
new Senior Debt Security will be delivered to the transferor by uninsured post at the risk of the transferor to the address of
the transferor appearing in the Senior Debt Security Register.  A new Senior Debt Security of an aggregate principal
amount equal to the amount being transferred shall be delivered by the Trustee to the transferee, in the name of the transferee,
within three Business Days after the Trustee acting as Paying Agent pursuant to ‎Section
10.02 receives the Senior Debt Security.  The new Senior Debt Security will be delivered to the transferee by uninsured
post at the risk of the transferee to the address of the transferee specified in the form of transfer. 
  






    29 


     


    

 


All Senior
Debt Securities with a Guarantee endorsed thereon issued upon any registration of transfer or exchange of Senior Debt Securities
shall be the valid obligations of the Company, and the Guarantor, respectively evidencing the same debt, and entitled to the same
benefits under this Senior Debt Securities Indenture, as the Senior Debt Securities surrendered upon such registration of transfer
or exchange.


 


Every Senior
Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior
Debt Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.


 


No service
charge shall be made for any registration of transfer or exchange of Senior Debt Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Senior Debt Securities, other than exchanges pursuant to ‎Section
3.04, ‎‎Section 9.06 or ‎‎Section
11.07 not involving any transfer.


 


The Company
shall not be required (i) to issue, register the transfer of or exchange any Senior Debt Security of any series during a period
beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Senior Debt Securities
of such series selected for redemption under ‎‎Section
11.03 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or
exchange any Senior Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Senior
Debt Securities being redeemed in part.


 


Section 3.06.     
Mutilated, Destroyed, Lost and Stolen Senior Debt Securities. If any mutilated Senior Debt Security (including any
Global Security) is surrendered to the Trustee, the Company may execute (and the Guarantee shall be endorsed thereon by the Guarantor)
and the Trustee shall, in the case of a Senior Debt Security, authenticate and deliver in exchange therefor a new Senior Debt
Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously
outstanding.


 


If there
shall be delivered to the Company, the Guarantor and to the Trustee (i) evidence to their satisfaction of the destruction, loss
or theft of any Senior Debt Security (including any Global Security) and (ii) such security or indemnity as may be required by
them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company, the Guarantor
or the Trustee that such Senior Debt Security has been acquired by a bona fide purchaser, the Company shall execute (and the Guarantee
shall be endorsed thereon by the Guarantor) and upon the Company’s request the Trustee shall authenticate and deliver in
lieu of any such destroyed, lost or stolen Senior Debt Security a new Senior Debt Security of the same series containing identical
terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.


 






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In case any
such mutilated, destroyed, lost or stolen Senior Debt Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Senior Debt Security, pay such Senior Debt Security.


 


Upon the
issuance of any new Senior Debt Security under this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.


 


Every new
Senior Debt Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Debt Security
shall constitute an original additional contractual obligation of the Company and the Guarantor, whether or not the destroyed,
lost or stolen Senior Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Senior Debt Securities Indenture equally and proportionately with any and all other Senior Debt Securities of that series duly
issued hereunder.


 





The provisions of this Section, as amended
or supplemented pursuant to this Senior Debt Securities Indenture, are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt Securities.





 


Section 3.07.     
Payment; Interest Rights and Rights to Additional Amounts Preserved. Except as otherwise provided as contemplated
by ‎‎Section 3.01 with respect to any series of Senior Debt Securities, interest, if any, and any Additional
Amounts on any Senior Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be
paid, to the Holder (including through a Paying Agent of the Company designated pursuant to ‎‎Section 3.01 for
collection by the Holder) at the close of business on the Regular Record Date.


 


In the case
of Senior Debt Securities where payment is to be made in dollars, payment at any Paying Agent’s office outside The City
of New York will be made in dollars by check drawn on, or, at the request of the Holder, by transfer to a dollar account maintained
by the payee with, a bank in The City of New York.


 


In the case
of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to ‎‎Section
3.01.


 


Any interest
on and any Additional Amounts with respect to any Senior Debt Security of any series which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date is herein called “Default Interest”. Default Interest on
any Senior Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by
virtue then of having been such Holder, and such Default Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:


 


(a)       The
Company may elect to make payment of any Default Interest to the Persons in whose names the Senior Debt Securities of such series
(or their respective


 






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Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Default Interest, which shall
be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Default Interest
proposed to be paid on each Senior Debt Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Default Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such Default Interest as in this clause
provided.  Thereupon the Company shall fix a Special Record Date for the payment of such Default Interest in respect
of such Senior Debt Securities of such series which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after it delivers to the Trustee notice of the proposed payment.  The
Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, the
Trustee shall cause notice of the proposed payment of such Default Interest and the Special Record Date therefor to be given in
the manner and to the extent provided in ‎Section 1.06, not less than 10 days prior to such Special Record Date.  The
Trustee shall, at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be
published in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication
shall be not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such
Default Interest on the Senior Debt Securities of such series and the Special Record Date therefor having been so given, such
Default Interest on the Senior Debt Securities of such series shall be paid in the case of Senior Debt Securities to the Persons
in whose names such Senior Debt Securities (or their respective Predecessor Securities) are registered in the Senior Debt Security
Register at the close of business on the Special Record Date, and such Default Interest shall no longer be payable pursuant to
the following clause (b); or


 


(b)       The
Company may make payment of any Default Interest on the Senior Debt Securities of any series to the Persons in whose names the
Senior Debt Securities are registered in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Senior Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.


 


Subject to
the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon
registration of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Senior Debt Security.


 


Section 3.08.     
Persons Deemed Owners. Prior to due presentment of a Senior Debt Security for registration of transfer, the Company,
the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name such
Senior Debt Security is registered as the owner of such Senior Debt Security


 






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for the purpose of receiving payment of
principal of (and premium, if any) and interest, if any, on and any Additional Amounts with respect to such Senior Debt Security
and for all other purposes whatsoever, whether or not such Senior Debt Security be overdue, and neither the Company, the Guarantor,
the Trustee nor any agent of the Company, the Guarantor, or the Trustee shall be affected by notice to the contrary. The aggregate
principal amount of the Senior Debt Securities of any series shall be reflected on the books and records of the Senior Debt Security
Registrar.


 


None of the Company, the
Guarantor, the Trustee, the Paying Agent or the Senior Debt Security Registrar shall have any responsibility or obligation to
any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of
the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Senior Debt Securities
or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depository) of any
notice (including any notice of redemption) or the payment of any amount, under or with respect to such Senior Debt
Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Senior
Debt Securities and this Senior Debt Securities Indenture shall be given or made only to or upon the order of the registered
holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in
the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Company, the
Guarantor, the Trustee, the Paying Agent and the Senior Debt Security Registrar shall be entitled to rely and shall be fully
protected in relying upon information furnished by the Depositary with respect to its members, participants and any
beneficial owners. The Trustee, the Paying Agent and the Senior Debt Security Registrar shall be
entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all
purposes of this Senior Debt Securities Indenture relating to such Global Security (including the payment of principal,
premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner
or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall
have no obligations to the beneficial owners thereof. None of the Company, the Guarantor, the Trustee, the Paying Agent or
the Senior Debt Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary
with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial
ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member
or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global
Security, or for any transfers of beneficial interests in any such Global Security.


 


Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall prevent the Company, the Guarantor, the Trustee, or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee),
as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests
in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee)
as Holder of such Global Security.





 






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Each
Holder and beneficial owner that acquires its Senior Debt Security in the secondary market shall be deemed to acknowledge
and agree to be bound by and consent to the same provisions specified in this Senior Debt Securities Indenture and the
Senior Debt Securities to the same extent as the Holders and beneficial owners of the Senior Debt Securities that acquire the
Senior Debt Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and
agreement to be bound by and consent to the terms of the Senior Debt Securities, including in relation to the Spanish
Bail-in Power.


 


Section 3.09.     
Cancellation. All Senior Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Senior Debt Securities previously authenticated
and delivered hereunder and all Senior Debt Securities so delivered shall be promptly cancelled by the Trustee. No Senior Debt
Securities shall be authenticated in lieu of or in exchange for any Senior Debt Securities cancelled as provided in this Section,
except as expressly permitted by the provisions of the Senior Debt Securities of any series or pursuant to the provisions of this
Senior Debt Securities Indenture. The Trustee shall deliver to the Company all cancelled Senior Debt Securities held by the Trustee.


 


Section 3.10.     
Computation of Interest. Except as otherwise specified pursuant to ‎‎Section 3.01 for Senior
Debt Securities of any series, payments of interest on the Senior Debt Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.


 


Section 3.11.     
CUSIP Numbers. The Company in issuing any series of the Senior Debt Securities may use “CUSIP”, “ISIN”
and/or “Common Code” and/or other similar numbers (if then generally in use) or any successor to such numbers and
thereafter with respect to such series, the Trustee shall use “CUSIP”, “ISIN” and/or “Common Code”
and/or other similar numbers or successor numbers in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior
Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Senior Debt Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in the “CUSIP”, “ISIN” and/or “Common
Code” and/or other similar numbers or successor numbers.


 


Section 3.12.     
Additional Senior Debt Securities. The Company may, from time to time, without the consent of the Holders of the Senior
Debt Securities of any series, issue additional Senior Debt Securities (“Additional Senior Debt Securities”)
of one or more of the series of Senior Debt Securities issued under this Senior Debt Securities Indenture, guaranteed by the Guarantor,
having the same ranking and same interest rate, Maturity, redemption terms and other terms, except for the price to the public,
original interest accrual date, issue date and first Interest Payment Date, as the Senior Debt Securities; provided,
however, that such Additional Senior Debt Securities will not have the same CUSIP, ISIN or other 


 






    34 


     


    

 


identifying
number as the outstanding Senior Debt Securities of such series unless the Additional Senior Debt Securities are fungible with
the Senior Debt Securities for U.S. federal income tax purposes.  Any such Additional Senior Debt Securities, together
with the Senior Debt Securities of the applicable series, will constitute a single series of Senior Debt Securities under this
Senior Debt Securities Indenture and shall be included in the definition of “Senior Debt Securities” in this Senior
Debt Securities Indenture where the context requires.


 


Section 3.13.     
Correction of Minor Defects in or Amendment of Senior Debt Securities. If, after issuance of any Senior Debt Security
(including any Global Security), the Company, the Guarantor or the Trustee shall become aware of any ambiguity, defect or inconsistency
in any term of a Senior Debt Security or Global Security, as the case may be, or, with respect to any Senior Debt Security (including
any Global Security) issued on or after the date hereof, the Company, the Guarantor and the Trustee agree to amend such Senior
Debt Security as contemplated by ‎‎Section 9.01(l), the parties hereto shall provide for the execution, authentication,
delivery and dating of one or more replacement Senior Debt Securities or Global Securities, as the case may be, pursuant to ‎‎Section
3.03 hereto.


 


Section 3.14.     
Payments Subject to Fiscal Laws. All payments in respect of the Senior Debt Securities will be subject in all cases
to any fiscal or other laws and regulations applicable thereto in the place of payment (including FATCA, any regulations or agreements
thereunder, any official interpretation thereof, any intergovernmental agreements with respect thereto, or any law implementing
an intergovernmental agreement or any regulations or official interpretations relating thereto), but without prejudice to the
provisions of ‎Section 10.04.


 


Article
4

Satisfaction and Discharge


 


Section 4.01.     
Satisfaction and Discharge of Senior Debt Securities Indenture. This Senior Debt Securities Indenture shall upon
Company Request cease to be of further effect with respect to Senior Debt Securities of any series (except as to any surviving
rights of registration of transfer or exchange of Senior Debt Securities of such series herein expressly provided for), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Senior
Debt Securities Indenture with respect to the Senior Debt Securities of such series when


 


(a)          either


 


(i)            all
Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which
have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎‎Section
3.06 and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in ‎‎Section 10.03) have been delivered to the Trustee for cancellation; or


 






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(ii)           all
such Senior Debt Securities not theretofore delivered to the Trustee for cancellation


 


(A)           
have become due and payable or will become due and payable at their Stated Maturity within one year, or


 


(B)           
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, or


 


(C)           
are to be exchanged for stock or other securities of the Company or another entity or other entities and notice of exchange
of such Senior Debt Securities for stock or other securities of the Company or another entity or other entities shall have been
given,


 





and the Company or the Guarantor has deposited or caused to
be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations (with
respect to Senior Debt Securities denominated in dollars) or Foreign Government Securities with respect to Senior Debt Securities
denominated in the same Foreign Currency) maturing, in the case of (A) and (B) above, as to principal and interest, if any, and,
in the case of (C) above, as to accrued interest, if any, in such amounts and at such times as will ensure the availability of
cash sufficient without reinvestment, as confirmed by a letter from an internationally recognized firm of independent public accountants
(which shall not be subject to the requirements of Section 1.02) in the form of an agreed-upon procedures letter in its then customary
form, to pay, satisfy and discharge all claims with respect to such Senior Debt Securities not theretofore delivered to the Trustee
for cancellation, in the case of (A) and (B) above, for principal (and premium, if any) and accrued interest, if any to the date
of such deposit (in the case of Senior Debt Securities which have become due and payable) or to the Redemption Date, as the case
may be;





 


(b)          the
Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior
Debt Securities of such series; and


 


(c)          the
Company or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Senior Debt Securities Indenture
with respect to the Senior Debt Securities of such series have been complied with.


 


In addition,
upon the exercise of a Spanish Bail-in Power with respect to a series of Senior Debt Securities which results in the cancellation,
or the conversion into other securities, of all the principal amount of, and interest on such Senior Debt Securities or such Senior
Debt Securities otherwise ceasing to be outstanding, the Senior Debt Securities Indenture shall be satisfied and discharged as
to such series.


 


Notwithstanding
any satisfaction and discharge of this Senior Debt Securities Indenture, the obligations of the Company and the Guarantor to the
Trustee under ‎‎Section 6.08, the obligations of
the Trustee to any Authenticating Agent under ‎‎Section
6.15 and,


 






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if
cash, U.S. Government Obligations and/or Foreign Government Securities shall have been deposited with the Trustee pursuant to
clause ‎(a)(ii) of subsection ‎(a)
of this Section, the obligations of the Trustee under ‎‎Section
4.03 and the last paragraph of ‎‎Section 10.03 shall
survive such satisfaction and discharge, including any termination under any bankruptcy law.


 


Section 4.02.     
Defeasance and Covenant Defeasance. (a) If, pursuant to ‎Section 3.01, provision is made for either or
both of (i) defeasance of the Senior Debt Securities of or within a series under subsection (b) of this ‎Section 4.02
or (ii) covenant defeasance of the Senior Debt Securities of or within a series under subsection (c) of this ‎Section
4.02, then such provisions, together with the other provisions of this ‎Section 4.02 (with such modifications thereto
as may be specified pursuant to ‎Section 3.01 with respect to any Senior Debt Securities), shall be applicable to such
Senior Debt Securities, and the Company or the Guarantor may at its option by Company Order, at any time, with respect to such
Senior Debt Securities, and the Guarantees thereof, elect to have ‎(b) (if applicable) or ‎(c) (if applicable)
be applied to such Outstanding Senior Debt Securities upon compliance with the conditions set forth below in this ‎Section
4.02.


 


(b)          Upon
the Company’s or the Guarantor’s exercise of the above option applicable to this subsection ‎(b) with
respect to any Senior Debt Securities of or within a series and the Guarantees thereof, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Senior Securities and the Guarantor shall be deemed to
have been discharged from its obligations with respect to the related Guarantees on the date the conditions set forth in
subsection ‎(d) of this ‎Section 4.02 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Senior Debt Securities and the Guarantor shall be deemed to have satisfied all of its
obligations under this Senior Debt Securities Indenture and with respect to the Guarantees relating to such Senior Debt
Securities, and such Senior Debt Securities shall thereafter be deemed to be “Outstanding” only for the purposes
of subsection (e) of this ‎Section 4.02 and the other Sections of this Senior Debt Securities Indenture referred
to in clauses (i) and (ii) below, and each of the Company and the Guarantor shall be deemed to have satisfied all of its
other obligations under such Senior Debt Securities, the Guarantees thereof and this Senior Debt Securities Indenture insofar
as such Senior Debt Securities and the Guarantees thereof are concerned (and the Trustee, at the expense of the Company and
the Guarantor, shall execute proper instruments acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely
from the trust fund described in subsection (d) of this ‎Section 4.02 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest and Additional Amounts, if any, on such Senior
Debt Securities when such payments are due, (ii) the Company’s and the Guarantor’s obligations with respect to
such Senior Debt Securities under ‎Section 3.05, ‎Section 3.06, Section ‎10.02 and ‎Section
10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by ‎Section
10.04, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)


 






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this
‎Section 4.02. The Company or the Guarantor may exercise its option under this subsection ‎(b) notwithstanding
the prior exercise of its option under subsection ‎(c) of this ‎Section 4.02 with respect to such Senior
Debt Securities.


 


(c)           Upon
the Company’s or the Guarantor’s exercise of the above option applicable to this subsection ‎(c) with respect
to any Senior Debt Securities of or within a series, the Company and the Guarantor shall be released from, if specified pursuant
to ‎Section 3.01, their obligations under any other covenant, with respect to such Outstanding Senior Debt Securities
and the Guarantees thereof on and after the date the conditions set forth in subsection ‎(d) of this ‎Section
4.02 are satisfied (hereinafter, “covenant defeasance”), and such Senior Debt Securities shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration (and the consequences of
any thereof) in connection with such other covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Senior Debt Securities, the
Company and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a default or an Event of Default, as the case
may be, but, except as specified above, the remainder of this Senior Debt Securities Indenture and such Senior Debt Securities
and the Guarantee thereof shall be unaffected thereby.


 


(d)          The
following shall be the conditions to application of subsection ‎(b) or ‎(c) of this ‎Section
4.02 to any Outstanding Senior Securities of or within a series:


 


(i)           
The Company or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of ‎Section 6.11 who shall agree to comply with the provisions of this ‎Section
4.02 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Senior Debt Securities, (A) an amount in dollars or in such Foreign
Currency in which such Senior Debt Securities are then specified as payable at Stated Maturity, or (B) U.S. Government Obligations
applicable to such Senior Debt Securities (determined on the basis of the Currency in which such Senior Debt Securities are then
specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any)
and interest, if any, on such Senior Debt Securities, money in an amount, or (C) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of an internationally recognized
firm of Independent Public Accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay and


 



    38 


     


    




 


discharge,
(y) the principal of (and premium, if any) and interest, if any, on such outstanding Senior Debt Securities on the Stated Maturity
of such principal or installment of principal or interest and Additional Amounts and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Senior Debt Securities on the day on which such payments are due and payable
in accordance with the terms of this Senior Debt Securities Indenture and of such Senior Debt Securities.


 


(ii)           Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture
or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound.


 


(iii)          No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Senior
Debt Securities shall have occurred and be continuing on the date of the establishment of such trust and, with respect to legal
defeasance only, at any time during the period ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such period).


 


(iv)          In
the case of an election under subsection ‎(b) of this ‎Section 4.02, the Company or the Guarantor
shall have delivered to the Trustee an opinion of counsel of recognized standing stating that (A) the Company has received from
the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or
(B) since the date of execution of this Senior Debt Securities Indenture, there has been a change in the applicable U.S. federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of
such Outstanding Senior Debt Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result
of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such legal defeasance had not occurred.


 


(v)           In
the case of an election under subsection ‎(c) of this ‎Section 4.02, the Company or the Guarantor
shall have delivered to the Trustee an opinion of counsel of recognized standing to the effect that the beneficial owners of such
Outstanding Senior Debt Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.


 


(vi)          Such
defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all relevant Securities are in default within the meaning of such Act).


 






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(vii)         Such
defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, and rules and regulations adopted by the Commission thereunder,
unless such trust shall be registered under such Act or exempt from registration thereunder.


 


(viii)        The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance or covenant defeasance under subsection ‎(b) or ‎(c) of this ‎Section
4.02 (as the case may be) have been complied with.


 


(ix)          Notwithstanding
any other provisions of this subsection ‎(d), such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith
pursuant to ‎Section 3.01.


 


(e)           Subject
to the provisions of the last paragraph of ‎Section 10.03, all money and U.S. Government Obligations (or other property
as may be provided pursuant to ‎Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this subsection ‎(e), the “Trustee”) pursuant to subsection
(d) of ‎Section 4.02 in respect of any Outstanding Senior Debt Securities of any series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Senior Debt Securities and this Senior Debt Securities Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Senior Debt Securities of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.


 


(f)            Unless
otherwise specified with respect to any Senior Debt Security pursuant to ‎Section 3.01, if, after a deposit referred
to in subsection ‎(d)(i) has been made, (i) the Holder of a Senior Debt Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to ‎Section 3.01 or the terms of such Senior Debt Security to receive
payment in a Currency other than that in which the deposit pursuant to subsection ‎(d)(i) has been made in respect
of such Security, or (ii) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to ‎(d)(i)
has been made, the indebtedness represented by such Senior Debt Security and the Guarantee thereof shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any,
and Additional Amounts, if any, on such Senior Debt Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the
applicable market exchange rate for such Currency in effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such Foreign Currency in effect at the time of the Conversion Event.


 






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(g)           Anything
in this ‎Section 4.02 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor
from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom)
held by it as provided in subsection ‎(d) of this ‎Section 4.02 which, in the opinion of an internationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable,
in accordance with this ‎Section 4.02.


 


Section 4.03.     
Application of Trust Money. Subject to the provisions of the last paragraph of ‎‎Section 10.03,
all cash, U.S. Government Obligations and Foreign Government Securities deposited with the Trustee pursuant to‎ ‎Section
4.01 shall be held in trust and such cash and the proceeds from such U.S. Government Obligations and/or Foreign Government
Securities shall be applied by it, in accordance with the provisions of the Senior Debt Securities of such series, and this Senior
Debt Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company or Guarantor acting
as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which such cash, U.S. Government Obligations and/or Foreign Government Securities have been deposited with
the Trustee.


 


Section 4.04.     
Repayment to Company. The Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company
upon Company Request any excess money, U.S. Government Obligations and/or Foreign Government Securities held by them at any time
with respect to any series of Senior Debt Securities.


 


Section 4.05.     
Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this ‎Article 4 by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company and
the Guarantor under this Senior Debt Securities Indenture, the Senior Debt Securities and the Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to this ‎Article 4 until such time as the Trustee or such Paying
Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this ‎Article 4; provided,
however, that, if the Company or the Guarantor has made any payment of principal of or interest on any Senior Debt Securities
because of the reinstatement of its obligations, the Company and the Guarantor shall be subrogated to the rights of the Holders
of such Senior Debt Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or such
Paying Agent.


 






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Article
5

Remedies


 


Section 5.01.     
Events of Default. (a) An Event of Default with respect to any series of Senior Debt Securities shall result if:


 


(i)           
Non-payment:  default is made in the payment of any interest or principal due in respect of the Senior Debt Securities
of that series or any of them and such default continues for a period of seven days (or such other period as may be specified
pursuant to ‎Section 3.01); or


 


(ii)           Breach
of other obligations: the Company or the Guarantor fails to perform or observe any of its other obligations under or in
respect of the Senior Debt Securities of such series, the relevant Guarantee or the Senior Debt Securities Indenture and (except
in any case where such failure is incapable of remedy when no such continuation as is hereinafter mentioned will be required)
the failure continues for a period of 30 days next following the service by the Trustee on the Company or the Guarantor, as applicable
of a notice requiring the same to be remedied; or


 


(iii)          Winding
up: any order is made by any competent court or resolution
passed for the winding up or dissolution of the Company or the Guarantor (except in any such case for the purpose of reconstruction
or a merger or amalgamation which has been previously approved by the Holders of at least a majority of the outstanding principal
amount of the Senior Debt Securities of that series or a merger with another institution in this case even without being approved
by Holders of the Senior Debt Securities of such series, provided that any entity that survives or is created as a result of such
merger is given a rating by an internationally recognized rating agency at least equal to the then current rating of the Company
or the Guarantor, as the case may be, at the time of such merger); or










 


(iv)          Cessation
of business: the Company or the Guarantor ceases or threatens to cease to carry on the whole or a substantial part of
its business, save for the purposes of a reorganization (except in any such case for the purpose of reconstruction or a
merger or amalgamation which has been previously approved by the Holders of at least a majority of the outstanding principal
amount of the Senior Debt Securities of that series or a merger with another financial institution in such case even without
being approved by Holders of the Senior Debt Securities of such series, provided that any entity that survives or is created
as a result of such merger is given a rating by an internationally recognized rating agency at least equal to the then
current rating of the Company or the Guarantor, as the case may be, at the time of such merger), or the Company or the
Guarantor stops or threatens to stop payment of, or is unable to, or admits in writing inability to, pay, its debts (or any
class thereof) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law,
or is adjudicated or found bankrupt or insolvent; or


 







 






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(v)           Insolvency
proceedings: (a) proceedings are initiated against the Company or the Guarantor under any applicable liquidation, insolvency,
composition, reorganization or other similar laws, or an application made for the appointment of an administrative or other receiver,
manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar
official is appointed, in relation to the Company or the Guarantor or in relation to the whole or a part of the undertaking or
assets of either of them, or an encumbrancer takes possession of the whole or a part of the undertaking or assets of either of
them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued or put in force against
the whole or a part of the undertaking or assets or any of them and (b) in any case is not discharged within 14 days; or


 


(vi)          Arrangements
with creditors: the Company or the Guarantor initiates or consents to judicial proceedings relating to itself under any
applicable liquidation, insolvency, composition, reorganization or other similar laws or makes a conveyance or assignment for
the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors);
or


 


(vii)         Guarantee:
the guarantee with respect to such series of Senior Debt Securities ceases to be a valid and binding obligation of the Guarantor
or it becomes unlawful for the Guarantor to perform its obligations under such guarantee or such guarantee is claimed by the Company
or the Guarantor not to be in full force and effect.


 


(b)          Neither
a reduction or cancellation, in part or in full of the Amounts Due on, the conversion thereof into another security or obligation
of the Company, the Guarantor or another person, as a result of the exercise of the Spanish Bail-in Power by the relevant resolution
authority with respect to the Guarantor, nor the exercise of the Spanish Bail-in Power by the relevant resolution authority with
respect to the Senior Debt Securities of any series will be an Event of Default.


 


(c)           No
exercise of a resolution tool by the relevant resolution authority or any action in compliance therewith shall constitute an
Event of Default.


 


Section 5.02.     
Acceleration of Maturity; Rescission and Annulment. If any Event of Default shall occur in relation to any series
of Senior Debt Securities, the Trustee or the Holders of at least 25% in outstanding principal amount of the Senior Debt Securities
of that series may at their discretion declare that the Senior Debt Securities of such series and all interest then accrued thereon
shall be forthwith due and payable, whereupon the same shall become immediately due and payable at its early termination amount
(the “Early Termination Amount”) (which shall be its principal amount, unless otherwise specified pursuant to ‎Section
3.01), together with all interest (if any) accrued thereon, without presentment, demand, protest or other notice of any kind,
all of which the Company will expressly waive, anything contained in the Senior Debt Securities of such


 






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series
to the contrary notwithstanding, unless, prior thereto, all Events of Default in respect of the Senior Debt Securities of such
series shall have been cured.


 


At any time
after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made but before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or
Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice
to the Company, the Guarantor and the Trustee, may rescind or annul such declaration of acceleration and its consequences (including
any Event of Default under another series of Senior Debt Securities arising therefrom) but only if


 


(a)           the
Company or the Guarantor have paid or deposited with the Trustee a sum sufficient to pay


 


(i)           
the principal of (and premium, if any, on) any Senior Debt Securities of such series which have become due otherwise than
by such declaration of acceleration and any due and payable interest, and overdue interest and Additional Amounts, if any, thereon
at the rate or rates prescribed therefor in such Senior Debt Securities,


 


(ii)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(b)           all
Events of Default with respect to Senior Debt Securities of such series, other than the non-payment of the principal of and any
premium and interest on, and any Additional Amounts with respect to Senior Debt Securities of such series which shall have become
due solely by such declaration of acceleration, have been cured or waived as provided by ‎‎Section 5.13.


 


No such rescission
or annulment shall affect any subsequent default or impair any right consequent thereon.


 


Section 5.03.     
Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of Default with respect to Senior Debt
Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Senior Debt Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy, including the institution of proceedings in Spain (but not elsewhere) for the winding-up of the Company or the Guarantor.


 


The Holders
of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination
of accounts with respect to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under
or in respect of any Senior Debt Securities and any liability owed


 






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by
a Holder to the Company) that they might otherwise have against the Company or the Guarantor, whether before or during a winding
up of the Company.


 


Notwithstanding
the foregoing, failure to make any payment in respect of a series of Senior Debt Securities, including the Guarantee thereon,
shall not be an Event of Default in respect of such Senior Debt Securities or the Guarantee, as applicable, if such payment is
withheld or refused (i) in order to comply with any law or regulation or with the order of any court of competent jurisdiction,
in each case applicable to such payment, or (ii) in case of doubt as to the validity or applicability of any such law, regulation
or order, in accordance with advice given as to such validity or applicability at any time before the expiry of such period of
14 days by independent legal advisers acceptable to the Trustee, provided, however, that the Trustee may
by notice to the Company or the Guarantor, as applicable, require the Company or the Guarantor, as the case may be, to take such
action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be
advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances
to resolve such doubt, in which case the Company or the Guarantor, as applicable, shall forthwith take and expeditiously proceed
with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a
determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions
of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days
or seven days after the Trustee gives written notice to the Company or the Guarantor, as applicable, informing it of such resolution.


 


No recourse
for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based
thereon on the Guarantee endorsed thereon or otherwise in respect thereof or of the Guarantee and no recourse under or upon any
obligation, covenant or agreement of the Company or the Guarantor in this Senior Debt Securities Indenture, or in any Senior Debt
Security, in the Guarantee endorsed thereon, or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder (other than the Guarantor under the terms of the Guarantees), officer or director, past,
present or future, of the Company or any Guarantor of any successor corporation of either the Company, either directly or through
the Company or the Guarantor or any successor corporation of either,  whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent
lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution
of this Senior Debt Securities Indenture and the issue of the Senior Debt Securities of a series, and the endorsement of the Guarantees
thereon.


 


Section 5.04.     
Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition, winding-up or other judicial proceeding relative to the Company or the Guarantor
or any other obligor upon the Senior Debt Securities of any series or Guarantee or to the property of the Company or the Guarantor
or such other obligor or their creditors (other than under or in connection with a scheme of


 






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amalgamation
or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Senior Debt
Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal (and premium,
if any) or interest, if any) and Additional Amounts shall be entitled and empowered, by intervention in such proceeding or otherwise,
to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed
in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys and other property payable
or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Senior Debt Security to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such
Holders or holders, to first pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under ‎‎Section
6.08.


 


Subject to
‎Article 8 and ‎‎Section
9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder of any Senior Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting any Senior
Debt Securities or the rights of any Holder of any Senior Debt Security or to authorize the Trustee to vote in respect of the
claim of any such Holder in any such proceeding.


 


Section 5.05.     
Trustee May Enforce Claims Without Possession of Senior Debt Securities. All rights of action and claims under this
Senior Debt Securities Indenture or the Senior Debt Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Senior Debt Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be
for the ratable benefit of the Holders of the Senior Debt Securities in respect of which such judgment has been recovered.


 


Section 5.06.     
Application of Money Collected. Any money collected by the Trustee pursuant to this Article or, after an Event of
Default, any money or other property distributable in respect of the Company’s obligations under this Senior Debt Securities
Indenture, in respect of any series of Senior Debt Securities shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any,
and Additional Amounts upon presentation of such Senior Debt Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 






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FIRST: To
the payment of all amounts applicable to such series of Senior Debt Securities due and owing to the Trustee (including any predecessor
Trustee) under ‎‎Section 6.08;


 


SECOND: To
the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, and Additional Amounts
on such series of Senior Debt Securities in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such Senior Debt Securities for principal
(and premium, if any) and interest, if any, respectively; and


 


THIRD: To
the payment of the balance, if any, to the Company, the Guarantor or any other Person or Persons legally entitled thereto.


 


Section 5.07.     
Limitation on Suits. No Holder of any Senior Debt Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Senior Debt Securities Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless


 


(a)           such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Senior Debt Securities
of the same series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;


 


(b)           the
Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;


 


(c)           such
Holder of a Senior Debt Security has offered to the Trustee reasonable indemnity and/or security satisfactory to it (as
determined by the Trustee in its sole discretion) against the costs, expenses and liabilities to be incurred in compliance
with such request;


 


(d)           the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(e)           no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Senior Debt Securities of such series;


 


it being understood and intended
that no one or more Holders of Senior Debt Securities of a particular series shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Senior Debt Securities Indenture to affect, disturb or prejudice the rights of any
other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders
or to enforce any right under this Senior Debt Securities Indenture, except in the manner herein provided and for the equal and
ratable benefit of all Holders of Senior Debt Securities of such series.


 






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Section 5.08.     
Unconditional Right of Holders to Receive Principal, Premium and Interest, if any, and Additional Amounts. Notwithstanding
any other provision in this Senior Debt Securities Indenture, the Holder of any Senior Debt Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to ‎‎Section
3.07) interest, if any, and Additional Amounts on such Senior Debt Security on the respective Stated Maturities as expressed in
such Senior Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09.     
Restoration of Rights and Remedies. If the Trustee or any Holder of any Senior Debt Security has instituted any
proceeding to enforce any right or remedy under this Senior Debt Securities Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders of Senior Debt Securities shall
be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders of Senior Debt Securities shall continue as though no such proceeding had been instituted.


 


Section 5.10.     
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Senior Debt Securities in the last paragraph of ‎‎Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Senior Debt Securities is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 5.11.     
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Senior Debt Security to
exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or
to the Holders of Senior Debt Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders of Senior Debt Securities, as the case may be.


 


Section 5.12.     
Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities
of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee hereunder, or exercising any trust or power conferred on the Trustee hereunder with respect to the Senior Debt
Securities of such series, provided that


 


(a)          such
direction shall not be in conflict with any rule of law or with this Senior Debt Securities Indenture or with the Senior Debt
Securities of any series;


 






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(b)          the
Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Senior Debt Securities
of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and


 


(c)          the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 5.13.     
Waiver of Past Defaults. The Trustee may without prejudice to its rights in respect of any subsequent Event of Default
from time to time and at any time waive any Event of Default or authorize any proposed Event of Default by the Company or the
Guarantor, provided that in its opinion the interests of the Holders shall not be materially prejudiced thereby and, provided,
further, that the Trustee shall not exercise any powers conferred on it by this clause in contravention of any notice in writing
to the Company, the Guarantor and the Trustee made pursuant to ‎‎Section 5.02 hereof but so that no such
notice shall affect any waiver or authorization previously given or made.  The Holders of not less than a majority in
aggregate principal amount of the Outstanding Senior Debt Securities of any series may on behalf of the Holders of all the Senior
Debt Securities of such series waive any past Event of Default hereunder with respect to such series and its consequences, except
an Event of Default:


 


(a)          in
the payment of the principal of (or premium, if any) or interest, if any, and Additional Amounts on any Senior Debt Security of
such series, or


 


(b)          in
respect of a covenant or provision hereof which under ‎Article 9 cannot be modified or amended without the consent
of the Holder of each Outstanding Senior Debt Security of such series affected.


 


Upon any
such waiver, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom
shall be deemed to have been cured and not to have occurred for every purpose of this Senior Debt Securities Indenture, but no
such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.


 


Section 5.14.     
Undertaking for Costs. All parties to this Senior Debt Securities Indenture agree, and each Holder of any Senior
Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Senior Debt Securities Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding
Senior Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest, if any, on any Senior Debt Security on or


 






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after
the respective Stated Maturities expressed in such Senior Debt Security (or, in the case of redemption, on or after the Redemption
Date).


 


Article
6

The Trustee


 


Section 6.01.     
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,


 


(i)           
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Senior Debt Securities
Indenture, and no implied covenants or obligations shall be read into this Senior Debt Securities Indenture against the Trustee;
and


 


(ii)           
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Senior Debt Securities Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Senior Debt Securities Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts, statements, opinions or conclusions stated therein).


 


(b)            
In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Senior Debt Securities Indenture, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own affairs.


 


(c)            
No provision of this Senior Debt Securities Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except that


 


(i)           
this subsection ‎(c) shall not be construed to limit the effect of subsections ‎(a)
or ‎(d) of this Section;


 


(ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)          the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of any series, determined
as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this


 






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Senior
Debt Securities Indenture with respect to the Senior Debt Securities of such series.


 


(d)          no
provision of this Senior Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(e)          Whether
or not therein expressly so provided, every provision of this Senior Debt Securities Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the provisions of this ‎‎Section
6.01.


 


Section 6.02.     
Spanish Tax Procedures and Obligations of the Trustee. In connection with each payment made on any Payment Date
(as defined in Appendix 1 attached hereto) in respect of the issued Senior Debt Securities hereunder, the Trustee or Paying Agent
shall comply with the tax procedures set forth in Appendix 1 hereto. The Trustee or Paying Agent shall have no duty or responsibility
to comply with other Spanish tax obligations arising out of this Senior Debt Securities Indenture. The Company or the Guarantor
shall be responsible for the payment of any and all amounts due under the Senior Debt Securities. Therefore, the Trustee or Paying
Agent shall not be liable for any amounts owed to any person due to its failure to properly comply with the tax procedures referred
to in this ‎Section 6.02 and Appendix 1 hereto, except such as may result from the negligence, willful misconduct or
fraud of the Trustee or Paying Agent or any of its agents or employees. The Trustee or Paying Agent may request and rely conclusively
upon any instructions from the Company or the Guarantor in respect of any action necessary or required to be taken by the Trustee
or Paying Agent pursuant to this ‎Section 6.02 and Appendix 1 hereto; provided, however, in no event shall the Trustee
or Paying Agent be required to expend or risk its own funds in the performance of any of its duties pursuant to this ‎Section
6.02 and Appendix 1 hereto, or be obligated to take any legal or other action which might in its judgment involve or cause it
to incur any expense or liability unless it shall have been furnished with acceptable indemnification and security.


 


Section 6.03.     
Notice of Defaults. Within 90 days after the occurrence of any Event of Default hereunder with respect to Senior
Debt Securities of any series of which a Responsible Officer of the Trustee has received written notice of such Event of Default
the Trustee shall transmit in the manner and to the extent provided in ‎‎Section
1.06 to Holders of Senior Debt Securities of such series notice of such Event of Default hereunder of which the Trustee has
received written notice, unless such Event of Default shall have been cured or waived; provided, however,
that, the Trustee shall be protected in withholding such notice if it determines in good faith that the withholding of such notice
is in the interest of the Holders of Senior Debt Securities of such series.





 


Section 6.04.     
Certain Rights of Trustee. Subject to the provisions of ‎‎Section 6.01:


 






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(a)          the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)          any
request or direction of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order or Guarantor Request or Guarantor Order, as the case may be and any resolution of the Board of Directors of the
Company or the Guarantor may be sufficiently evidenced by a Board Resolution;


 


(c)          whenever
in the administration of this Senior Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate and/or an Opinion of Counsel;


 


(d)          the
Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Debt Securities
Indenture at the request or direction of any of the Holders pursuant to this Senior Debt Securities Indenture, unless such
Holders shall have offered to the Trustee reasonable security and/or indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction;


 


(f)           the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney; at the sole reasonable cost and
expense of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;
provided that the Trustee shall not be entitled to such information which the Company is prevented from disclosing as a matter
of law or contract;


 


(g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 






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(h)          the
Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Senior Debt Securities Indenture, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(i)           anything
in this Senior Debt Securities Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive
or consequential loss or damage of any kind whatsoever (including but not limited to loss or profit), even if the Trustee has
been advised as to the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence
or otherwise;


 


(j)           the
Trustee shall not be liable with respect to any Losses arising from action taken or omitted to be taken by it in good faith in
accordance with any instruction or communication received by email from any person reasonably believed by the Trustee to be authorized
by the Company or the Guarantor to send such instruction or communication, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;


 


(k)          the
Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written
notice of such an Event of Default at the Corporate Trust Office of the Trustee, and such notice references the Senior Debt Securities
and/or this Senior Debt Securities Indenture;


 


(l)           the
Trustee shall not be liable for any failure or delay in the performance of its obligations hereunder because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes,
work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of
utilities, communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations,
governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Senior Debt
Securities Indenture;


 


(m)         the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder; and


 


(n)          the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Senior Debt Securities Indenture, which certificate may be signed by any
person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded.


 


Section 6.05.     
Not Responsible for Recitals or Issuance of Senior Debt Securities. The recitals contained herein and in the Senior
Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and
the Guarantor, and neither the Trustee nor any Authenticating Agent assumes any


 






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responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Senior Debt Securities Indenture
or of the Senior Debt Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered
this Senior Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of Senior Debt Securities or the proceeds thereof. The Trustee shall not be responsible to make any calculation
with respect to any matter under this Senior Debt Securities Indenture other than as specifically provided for herein. The Trustee
shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or
observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Senior Debt
Securities Indenture


 


No provision
of this Senior Debt Securities Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or
acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, taxation or other consequences that, in the sole
determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such
right, power, duty or obligation.


 


Section 6.06.     
May Hold Senior Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Senior Debt Security
Registrar and any Calculation Agent or any other agent of the Company or the Guarantor, in its individual or any other capacity,
may become the owner or pledgee of Senior Debt Securities and, subject to ‎Section 6.09 and ‎
‎Section 6.14, may otherwise deal with the Company or the Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Senior Debt Security Registrar, Calculation Agent or such other agent.


 


Section 6.07.     
Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except
as otherwise agreed with the Company.


 


Section 6.08.     
Compensation and Reimbursement. Each of the Company and the Guarantor each agree jointly and severally:


 


(a)          to
pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed upon in writing by the Company
from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(b)          except
as otherwise expressly provided herein, to reimburse the Trustee for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Senior Debt Securities Indenture (including
the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as shall be


 






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determined
by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and


 


(c)          to
indemnify the Trustee (which for purposes of this subparagraph Section 6.08‎(c) shall be deemed to include its
directors, officers, employees and agents) or any predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, claim, damage or expense (including legal fees and expenses) and taxes (other than taxes based upon, measured by
or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of
defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the
provisions of this Section, but excluding any tax liabilities of the Trustee in respect of its net profits.


 


In addition
to, but without prejudice to its other rights under this Senior Debt Securities Indenture, when the Trustee incurs expenses or
renders services in connection with an Event of Default specified in ‎Section
5.01, the fees, costs and expenses (including the charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar
law.


 


The Trustee
shall notify the Company and the Guarantor in writing of the commencement of any action or claim in respect of which indemnification
may be sought promptly after a Responsible Officer of the Trustee becomes aware of such commencement (provided that the failure
to make such notification shall not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate
in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory
to the Trustee.  If the Company and the Trustee are being represented by the same counsel and the Company has assumed
the defense of the claim, the Trustee shall not be authorized to settle a claim without the written consent of the Company, which
consent shall not be unreasonably withheld.  


 


As security
for the performance of the obligations of the Company and the Guarantor under this Section, the Trustee shall have a senior lien
to which the Senior Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on the Senior Debt
Securities.


 


“Trustee”
for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


The Trustee’s
rights to payment of its fees, reimbursement and indemnity under, and its lien provided for in, this ‎Section
6.08 shall survive the payment in full of the Senior Debt Securities, the satisfaction and discharge of this Senior Debt Securities
Indenture, the resignation or removal of the Trustee, the termination for any reason of this


 






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Senior
Debt Securities Indenture and the exercise of the Spanish Bail-in Power and the other relevant resolution tools by the relevant
resolution authority.


 


Section 6.09.     
Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, Section 310(b) of the Trust Indenture Act and this Senior Debt Securities
Indenture.


 


Section 6.10.     
Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series
which shall be a Person organized and doing business under the laws of the United States, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State or District of Columbia authority and having a corporate trust office
or agency in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this ‎‎Article
6.


 


Section 6.11.     
Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of ‎‎Section 6.12.


 


(b)          The
Trustee may resign at any time with respect to the Senior Debt Securities of one or more series by giving written notice thereof
to the Company and the Guarantor. If the instrument of acceptance by a successor Trustee required by ‎‎Section
6.12 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior
Debt Securities of such series.


 


(c)          The
Trustee may be removed at any time with respect to the Senior Debt Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Trustee and to the Company and the
Guarantor. If the instrument of acceptance by a successor Trustee required by ‎‎Section 6.12 shall not
have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior
Debt Securities of such series.


 


(d)          If
at any time:


 






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(i)           
the Trustee shall fail to comply with ‎‎Section 6.09 after written request therefor by
the Company or the Guarantor or by any Holder who has been a bona fide Holder of a Senior Debt Security of the series as to which
the Trustee has a conflicting interest for at least six months, or


 


(ii)          
the Trustee shall cease to be eligible under ‎‎Section 6.10 and shall fail to resign after
written request therefor by the Company or the Guarantor or by any Holder who has been a bona fide Holder of a Senior Debt Security
for at least six months, or


 


(iii)         
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge, or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or


 


(iv)        
the Trustee shall fail to perform its obligations to the Company or the Guarantor under the Senior Debt Securities Indenture
in any material respect,


 


then, in any such case, (A) the
Company or the Guarantor by a Board Resolution may remove the Trustee with respect to any or all series of Senior Debt Securities
or (B) subject to ‎‎Section 5.14 (and except
in the case of subparagraph 6.11(d)(iv) above), any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months
(and, in the case of clause ‎‎(d)‎(i) above,
who is a Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Senior Debt Securities and the appointment of a successor Trustee or Trustees.


 


(e)          If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Senior Debt Securities of one or more series, the Company and the Guarantor, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Senior Debt Securities of such series (it being understood
that any successor Trustee may be appointed with respect to the Senior Debt Securities of one or more or all of such series and
at any time there shall be only one Trustee with respect to the Senior Debt Securities of any particular series), and shall comply
with the applicable requirements of ‎‎Section 6.12. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Senior Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such series
delivered to the Company, the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of ‎‎Section 6.12, become the
successor Trustee with respect to the Senior Debt Securities of such series and to that extent supersede the successor Trustee
appointed by the Company and the Guarantor. If no successor Trustee with respect to the Senior Debt Securities of any series shall
have been so appointed by the Company or the Holders of Senior Debt Securities of such series and accepted appointment in the
manner


 






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hereinafter
required by ‎‎Section 6.12, any Holder who has been a bona fide Holder of a Senior Debt Security of such series
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.


 


(f)           The
Company shall give notice to Holders of each resignation and each removal of the Trustee with respect to the Senior Debt Securities
of any series and each appointment of a successor Trustee with respect to the Senior Debt Securities of any series to the Holders
in the manner and to the extent provided in ‎‎Section 1.06. Each notice shall include the name of the successor
Trustee with respect to the Senior Debt Securities of such series and the address of its Corporate Trust Office.


 


Section 6.12.     
Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect
to all Senior Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company,
the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of
the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company, the Guarantor or
the successor Trustee, such retiring Trustee shall, upon payment of its charges and subject to its lien provided for in ‎Section
6.08, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.


 


(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Senior Debt Securities of one or more (but not all)
series, the Company, the Guarantor, the retiring Trustee and each successor Trustee with respect to the Senior Debt Securities
of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities
of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect
to all Senior Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any
of the provisions of this Senior Debt Securities Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring Trustee


 






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shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities
of such series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Senior Debt Securities of such series to which the appointment of
such successor Trustee relates, subject to the lien provided for in ‎Section 6.08.


 


(c)          Upon
request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in subsection (a)
or (b) of this ‎‎Section 6.12, as the case may be.


 


(d)          No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this ‎‎Article 6.


 


Section 6.13.     
Merger, Conversion, Consolidation or Succession Business. Any Person into which the Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Debt Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Senior Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Senior Debt Securities.


 


Section 6.14.     
Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company or the Guarantor
(or any other obligor upon the Senior Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company or the Guarantor (or any such other obligor).


 


Section 6.15.     
Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with
respect to one or more series of Senior Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate
Senior Debt Securities of such series upon original issue, or issued upon exchange, registration of transfer or partial redemption
thereof or in lieu of destroyed, lost or stolen Senior Debt Securities, and Senior Debt Securities so authenticated shall be entitled
to the benefits of this Senior Debt Securities Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Senior Debt Securities Indenture to the authentication and delivery
of Senior Debt Securities by the Trustee or the Trustee’s certificate of


 






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authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and the Guarantor and shall at all times be a corporation or national banking association organized
and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this ‎‎Section 6.15, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


Any Person
into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person
shall be otherwise eligible under this ‎‎Section
6.15, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee, the Company and the Guarantor. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company
and the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this ‎‎Section
6.15, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and the Guarantor and
shall give notice to the Holders of Senior Debt Securities in the manner and to the extent provided in ‎‎Section
1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this ‎‎Section
6.15.


 


The Company
and the Guarantor agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ‎‎Section
6.15.


 


If an appointment
with respect to one or more series is made pursuant to this Section, the Senior Debt Securities of such series may have endorsed
thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantively
the following form:


 






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This is one
of the Senior Debt Securities referred to in the within-mentioned Senior Debt Securities Indenture.


 


	THE BANK OF NEW YORK MELLON,

    as Trustee
	 
	 
	By:	 
	 	as Authenticating Agent



 


Section 6.16.     
Appointment of Additional Trustees. The Company and the Guarantor may appoint a Trustee for a particular series
of Senior Debt Securities other than the Trustee named in the first paragraph of this Senior Debt Securities Indenture by executing
and delivering an indenture supplemental hereto where such Trustee accepts such appointment as contemplated by ‎‎Section
3.01(w) and ‎Section 9.01(k) (it being understood that at any time there shall be only one Trustee with respect
to the Senior Debt Securities of any particular series); provided that, at the time of such acceptance, such
Trustee shall be qualified and eligible under this ‎Article 6.  Upon such acceptance, such Trustee shall
be vested with all the rights, powers, trusts and duties of a Trustee under this Senior Debt Securities Indenture with respect
to the Senior Debt Securities of such series.


 


Section 6.17.     
Tax Withholding. Any amounts to be paid by the Company on the Senior Debt Securities shall be paid net of any deduction
or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”), any current or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing
such an intergovernmental agreement) (a “FATCA Withholding Tax”), and the Company shall not be required to
pay Additional Amounts on account of any FATCA Withholding Tax.


 


Any Paying
Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Senior Debt Securities and
the Senior Debt Securities Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent
so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either
case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall
report to the relevant authorities the amount so deducted or withheld. In all cases, the Paying Agent shall have no obligation
to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted
or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the Senior Debt Securities,
and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent required under
‎Section 10.04.


 






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Article
7

Holders Lists and Reports by Trustee and Company


 


Section 7.01.     
Company and Guarantor to Furnish Trustee Names and Addresses of Holders. The Company (or the Guarantor, if applicable),
with respect to any series of Senior Debt Securities, will furnish or cause to be furnished to the Trustee


 


(a)          not
more than 15 days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest
bearing Senior Debt Securities and Senior Debt Securities on which interest is paid less frequently than quarterly as contemplated
by ‎‎Section 3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Senior Debt Securities as of such Regular Record Date or such specified date, and


 


(b)          at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.


 


The
Company need not furnish or cause to be furnished to the Trustee pursuant to this ‎‎Section
7.01 the names and addresses of Holders of Senior Debt Securities so long as the Trustee acts as Senior Debt Security Registrar
with respect to such series of Senior Debt Securities.


 


Section
7.02.      Preservation of Information;
Communication to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in ‎‎Section
7.01 and (ii) received by the Trustee in its capacity as Paying Agent or Senior Debt Security Registrar (if so acting). The
Trustee may dispose of any list furnished to it as provided in ‎‎Section 7.01 upon receipt of a new list
so furnished.


 


(b)          The
rights of the Holders of Senior Debt Securities of any series to communicate with other Holders with respect to their rights under
this Senior Debt Securities Indenture or under the Senior Debt Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 


(c)          Every
Holder, by receiving and holding a Senior Debt Security, agrees with the Company, the Guarantor and the Trustee that neither the
Company, the Guarantor nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with subsection ‎(b) or otherwise
made pursuant to the Trust Indenture Act.


 


Section
7.03.      Reports by Trustee.
(a) On or before May 15 in each year following the date hereof, so long as any Senior Debt Securities are Outstanding hereunder,
the Trustee shall transmit to Holders as provided in the Trust Indenture Act a


 






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brief
report dated as of a date required by and in compliance with the Trust Indenture Act.


 


(b)          A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange
upon which the Trustee has been notified that the Senior Debt Securities are listed, with the Commission and with the Company
and the Guarantor. The Company will notify the Trustee when Senior Debt Securities are listed on any securities exchange.


 


Section 7.04.     
Reports by the Company and the Guarantor. The Company and the Guarantor shall:


 


(a)          file
with the Trustee, within 15 days after the Company or the Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any
of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company or the Guarantor
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company or
the Guarantor is not required to file information, documents or reports pursuant to either of such Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s and the Guarantor’s, as applicable, compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate);


 


(b)          file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company and the Guarantor, as applicable,
with the conditions and covenants of this Senior Debt Securities Indenture as may be required from time to time by such rules
and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s and the Guarantor’s, as applicable, compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate); and


 


(c)          transmit
to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to


 






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subsections
(a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


(d)          The
Trustee may conclusively presume that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act or otherwise is complying with such reporting requirements unless and until a Responsible Officer of the Trustee receives
at the Corporate Trust Office of the Trustee a written notification from the Company stating otherwise. The Trustee shall have
no duty to examine any information, reports or other documents filed by the Guarantor or the Company pursuant to Section 13 or
15(d) of the Exchange Act, and need make no determination as to whether they comply with the requirements of this ‎Section
7.04, its sole duty in respect thereof being to place them in its files and make them available for inspection by any Holder upon
reasonable request during normal business hours.


 


Article
8

Consolidation, Merger, Conveyance or Transfer


 


Section 8.01.     
Company or Guarantor May Consolidate, Etc. Only on Certain Terms. The Company or the Guarantor may, without the
consent of Holders of any Senior Debt Securities of any series Outstanding under this Senior Debt Securities Indenture, consolidate
or amalgamate with or merge into any other corporation or convey or transfer or lease its properties and assets substantially
as an entirety to any Person, provided that:


 


(a)           the
corporation formed by or into which the Company or the Guarantor is consolidated, amalgamated or merged or the Person which acquires
by conveyance or transfer the properties and assets of the Company or the Guarantor substantially as an entirety (i) shall be
a company organized and existing under the laws of any part of the European Union, and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, in the case of the Company, the
due and punctual payment of the principal of (and premium, if any), interest and Additional Amounts, if any, on all the Senior
Debt Securities in accordance with the provisions of such Senior Debt Securities and this Senior Debt Securities Indenture and,
in the case of the Guarantor, the guarantee provisions in ‎‎Article 12, and the performance of every covenant
of this Senior Debt Securities Indenture on the part of the Company or the Guarantor, as the case may be, to be performed or observed;


 


(b)           immediately
after giving effect to such consolidation, amalgamation, merger, conveyance or transfer, no Event of Default and no event which,
after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;


 


(c)           the
Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with; and


 






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(d)
          if
the successor entity is not the Guarantor, the Guarantor shall, by amendment to the Senior Debt Securities Indenture, unconditionally
guarantee all of the obligations of such successor entity under the Senior Debt Securities of such series and the Senior Debt
Securities Indenture as so modified by such amendment.


 


Section 8.02.     
Successor Corporation Substituted. In the event of any merger, consolidation, sale, conveyance permitted by ‎Section
8.01 above, Additional Amounts under the Senior Debt Securities will thereafter be payable in respect of taxes imposed by the
acquiring corporation’s, or the resulting corporation’s, jurisdiction of incorporation or tax residence (subject to
exceptions equivalent to those that apply to the obligation to pay Additional Amounts pursuant to ‎Section 10.04 or
the Guarantee, as the case may be, in respect of taxes imposed by the laws of the Kingdom of Spain) rather than taxes imposed
by the Kingdom of Spain. Additional Amounts with respect to payments of interest or principal due prior to the date of such merger,
consolidation, sale, conveyance or lease will be payable only in respect of taxes imposed by the Kingdom of Spain. The acquiring
or resulting corporation, as the case may be, will also be entitled to redeem the Senior Debt Securities in the circumstances
described in ‎Section 11.08 with respect to any change or amendment to, or change in the application or official interpretation
of the laws or regulations of such jurisdiction, which change or amendment must occur subsequent to the date of any merger, consolidation,
sale, conveyance or lease permitted by ‎Section 8.01 if the successor entity is not incorporated or tax resident in
the Kingdom of Spain. In the event of assumption of the Company’s or Guarantor’s obligations in connection with a
merger, consolidation, sale or conveyance of substantially all of its assets, the Company or the Guarantor shall be released from
all obligations and covenants under this Senior Debt Securities Indenture, the Senior Debt Securities or the Guarantee, as the
case may be, and the successor corporation formed by such consolidation or amalgamation or into which the Company or the Guarantor
is merged or to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right
and power of, the Company or the Guarantor, as the case may be, under this Senior Debt Securities Indenture with the same effect
as if such successor corporation had been named as the Company or the Guarantor.


 


Section 8.03.     
Assumption of Obligations. Subject to the prior consent of the European Central Bank, if required, the Guarantor
or any wholly-owned subsidiary of the Guarantor may assume the obligations of the Company (a “successor entity”) under
the Senior Debt Securities of any series without the consent of the Holders of such series, provided that:


 


(a)           the
successor entity shall expressly assume such obligations by an amendment to the Senior Debt Securities Indenture, executed by
the Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and if
the successor entity is not the Guarantor, the Guarantor shall, by amendment to the Senior Debt Securities Indenture, unconditionally
guarantee (such guarantee shall be given on a Senior basis consistent with ‎Article 12 hereof) all of the obligations
of such successor entity under the Senior Debt Securities of such series and the Senior Debt Securities Indenture as so modified
by such amendment;


 






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(b)          immediately
after giving effect to such assumption of obligations, no Event of Default and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be continuing; and


 


(c)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption
complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied
with.


 


Upon any
such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Senior Debt Securities Indenture with respect to any such Senior Debt Securities with the same effect as if
such successor entity had been named as the Company in this Senior Debt Securities Indenture, and the Company or any legal and
valid successor corporation which shall theretofore have become such in the manner prescribed herein, shall be released from all
liability as obligor upon any such Senior Debt Securities except as described in the following paragraph.


 


Any Senior
Debt Securities so assumed, except if assumed by the Guarantor, will have the benefit of the Guarantee. In the event of any assumption,
Additional Amounts under the Senior Debt Securities will be payable in respect of taxes imposed by the assuming corporation’s
jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the obligation to pay
Additional Amounts pursuant to ‎Section 10.04 or the Guarantee,
as the case may be, in respect of taxes imposed by the laws of the Kingdom of Spain) on payments of interest or principal made
on or subsequent to the date of such assumption. Additional Amounts with respect to payments of interest or principal due prior
to the date of such assumption will be payable only in respect of taxes imposed by the Kingdom of Spain. The Guarantor or the
wholly-owned subsidiary thereof that assumes the obligations of the Company in such cases will also be entitled to redeem the
Securities in the circumstances described in ‎Section 11.08
with respect to any change or amendment to, or change in the application or official interpretation of the laws or regulations
of such jurisdiction, which change or amendment must occur subsequent to the date of any such assumption if the assuming entity
is not incorporated or tax resident in the Kingdom of Spain. In the event of any such assumption, all obligations of the Company
under the Securities shall immediately be discharged.


 


Article
9

Supplemental Indentures


 


Section 9.01.     
Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company and the Guarantor,
when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 






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(a)          to
evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the
covenants of the Company or the Guarantor herein and in the Senior Debt Securities;


 


(b)          to
add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Debt Securities
(and, if such covenants are to be for the benefit of fewer than all series of Senior Debt Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company or the Guarantor;


 


(c)          to
add any additional Events of Default;


 


(d)          to
change or eliminate any of the provisions of the Senior Debt Securities Indenture, or any supplemental indenture, provided that
any such change or elimination shall become effective only when there is no outstanding Senior Debt Security of any series created
prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or as to which such supplemental
indenture would apply;


 


(e)          to
secure the Senior Debt Securities;


 


(f)           to
establish the form or terms of Senior Debt Securities of any series as permitted by ‎Section
2.01 or ‎‎Section 3.01;


 


(g)          to
change any Place of Payment, so long as the Place of Payment as required by ‎‎Section
3.01 is maintained in The City of New York;


 


(h)          to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein or in any supplemental indenture;


 


(i)           to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Debt Securities
of one or more series and to add to or change any of the provisions of this Senior Debt Securities Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of ‎‎Section 6.12(b);


 


(j)           to
change or eliminate any provision of this Senior Debt Securities Indenture as permitted by ‎‎Section
1.08.


 


(k)          to
name a Trustee for a particular series of Senior Debt Securities other than the Trustee named in the first paragraph of this Senior
Debt Securities Indenture and to provide for the appropriate changes related to such appointment for a particular series of Senior
Debt Securities; or





 






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(l)        
with respect to any Senior Debt Security (including a Global Security) issued on or after the date hereof, to amend any
such Senior Debt Security to conform to the description of the terms of such Senior Debt Security in the prospectus, prospectus
supplement, product supplement, pricing supplement or any other similar offering document related to the offering of such Senior
Debt Security.


 


Section 9.02.     
Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Senior Debt Securities of each series affected by such supplemental Senior Debt
Securities Indenture (voting as a class), by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the
Company and the Guarantor, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Senior
Debt Securities Indenture or of modifying in any manner the rights of the Holders of Senior Debt Securities of such series under
this Senior Debt Securities Indenture; provided, however, that no such supplemental indenture may, without the consent
of the Holder of each Outstanding Senior Debt Security affected thereby,


 


(a)          change
the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Senior Debt Security, reduce
the principal amount thereof or the rate of interest and Additional Amounts, if any, thereon, or any premium payable upon the
redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon
an acceleration of the Maturity thereof pursuant to ‎‎Section 5.02, or change the obligation of the Company
(or its successor) to pay Additional Amounts pursuant to ‎‎Section 10.04 (except as contemplated by ‎‎Section
8.01(a) and permitted by ‎‎Section 9.01(a)) on the Senior Debt Securities, or the currency of payment
of the principal amount of, premium, if any, or interest on, any such Senior Debt Security, or change the Place of Payment, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof or the date
any such payment is otherwise due and payable (or, in the case of redemption, on or after the Redemption Date); or


 


(b)          reduce
the percentage in aggregate principal amount of the Outstanding Senior Debt Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Senior Debt Securities Indenture or of certain defaults hereunder and their consequences) provided
for in this Senior Debt Securities Indenture, or


 


(c)          modify
any of the provisions of this ‎‎Section 9.02 or ‎‎Section 5.13 except to increase
any such percentage or to provide that certain other provisions of this Senior Debt Securities Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Senior Debt Security affected thereby; provided, however,


 






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that
this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the “Trustee”
and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of ‎Section
6.12(b) and ‎‎Section 9.01(j), or


 


(d)          change
in any manner adverse to the interests of the Holders of any Senior Debt Securities the terms and conditions of the obligations
of the Company or the Guarantor in respect of the due and punctual payment of any amounts due and payable on the Senior Debt Securities.


 


It shall
not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


A supplemental
indenture which changes or eliminates any covenant or other provision of this Senior Debt Securities Indenture which has expressly
been included solely for the benefit of one or more particular series of Senior Debt Securities, or which modifies the rights
of the Holders of Senior Debt Securities of such series with respect to such covenant or other provision, shall be deemed not
to affect the rights under this Senior Debt Securities Indenture of the Holders of Senior Debt Securities of any other series.


 


Section 9.03.     
Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by this Senior Debt Securities Indenture,
the Trustee shall be entitled to receive, and (subject to ‎‎Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Senior
Debt Securities Indenture and that such supplemental indenture constitutes a legal, valid and binding obligation of the Company
and the Guarantor subject to customary exceptions. The Trustee may, but shall not be obliged to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Senior Debt Securities Indenture or otherwise.


 


Section 9.04.     
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Senior
Debt Securities Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this
Senior Debt Securities Indenture for all purposes; and every Holder of Senior Debt Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby, except as otherwise expressed therein.


 


Section 9.05.     
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.06.     
Reference in Senior Debt Securities to Supplemental Indentures. Senior Debt Securities of any series authenticated
and delivered after the execution of


 






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any
supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the Company and the Guarantor shall so determine,
new Senior Debt Securities of any series so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor,
to any such supplemental indenture may be prepared and executed by the Company, the Guarantees endorsed thereon may be executed
by the Guarantor and such Senior Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding
Senior Debt Securities of such series.


 


Article
10

Covenants


 


Section 10.01. 
Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benefit of each series of
Senior Debt Securities that it will duly and punctually pay to the Holders the principal of (and premium, if any) and (subject
to ‎‎Section 3.07) interest, if any, and Additional Amounts on the Senior Debt Securities of that series in
accordance with the terms of the Senior Debt Securities and this Senior Debt Securities Indenture. Except as otherwise specified,
as contemplated by ‎‎Section 3.01 hereof, the Trustee shall act as Paying Agent with respect to any series of Senior
Debt Securities.


 


Section 10.02. 
Maintenance of Office or Agency. The Company and the Guarantor will maintain in each Place of Payment for any series
of Senior Debt Securities an office or agency where Senior Debt Securities of that series may be presented or surrendered for
payment, where Senior Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company or the Guarantor in respect of the Senior Debt Securities of that series and this Senior Debt
Securities Indenture may be served; provided, however, that at the option of the Company in the case of definitive
Senior Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person
entitled herein as such address shall appear in the Senior Debt Security Register. With respect to the Senior Debt Securities
of any series, such office or agency in each Place of Payment shall be specified as contemplated by ‎‎Section
3.01, and if not so specified, initially shall be 225 Liberty Street, New York, New York, 10286. Unless otherwise specified pursuant
to ‎‎Section 3.01, the Company and the Guarantor will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Company or the Guarantor in respect of Senior Debt Securities
of any series and this Senior Debt Securities Indenture may be served. The Company and the Guarantor will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company and
the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.
The Company and the Guarantor hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.


 






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The Company
and the Guarantor may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan,
The City of New York) where the Senior Debt Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company and the Guarantor of any obligation to maintain an office or agency in each Place of Payment
(except as otherwise indicated in this Section) for Senior Debt Securities of any series for such purposes. The Company and the
Guarantor will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


Section 10.03. 
Money for Payments to be Held in Trust. If the Company or the Guarantor shall at any time act as Paying Agent with
respect to the Senior Debt Securities of any series, it will, on or before each due date for payment of the principal of (and
premium, if any) or interest, if any, if any, on any of the Senior Debt Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest, if any,
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its failure so to act.


 


Whenever
the Company and the Guarantor shall have one or more Paying Agents for any series of Senior Debt Securities, it will, prior to
each due date for payment of the principal of (and premium, if any) or interest, if any, on any Senior Debt Securities of that
series deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company or the Guarantor will promptly notify the Trustee of its action or its failure so
to act. Unless otherwise specified as contemplated by ‎‎Section
3.01, the Trustee shall be the Company’s and the Guarantor’s Paying Agent.  The Company and the Guarantor
will cause each Paying Agent for any series of Senior Debt Securities other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:


 


(a)          hold
all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Senior Debt Securities of
that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;


 


(b)          give
the Trustee notice of any default by the Company (or the Guarantor or any other obligor upon the Senior Debt Securities of that
series) in the making of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Senior
Debt Securities of that series; and


 


(c)          at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 






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The Company
may at the time, for the purpose of obtaining the satisfaction and discharge of this Senior Debt Securities Indenture or for any
other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company
or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be released from all further
liability with respect to such money.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of the
principal of (and premium, if any) or interest, if any, on any Senior Debt Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest, if any, have become due and payable shall be paid to the Company
or the Guarantor, as the case may be, on Company Request, or (if then held by the Company or the Guarantor) shall be discharged
from such trust; and the Holder of such Senior Debt Security shall thereafter, as an unsecured general creditor, look only to
the Company or the Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company or the Guarantor as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published at least once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be paid to the Company or the Guarantor, as the case may be.


 


Section 10.04. 
Additional Amounts. Unless otherwise specified pursuant to ‎Section 3.01, all amounts payable (whether
in respect of principal, redemption amount, interest or otherwise) in respect of any series of Senior Debt Securities and the
related Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Kingdom of Spain
or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding
or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Company or the
Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as will result in receipt
by the Holders of the Senior Debt Securities of the particular series of such amounts as would have been received by them had
no such withholding or deduction been required.


 


Neither the
Company nor the Guarantor shall be required to pay any Additional Amounts in respect of any series of Senior Debt Securities:


 


(i)           
to, or to a third party on behalf of, a Holder if the Holder or the beneficial owner of Senior Debt Securities is liable
for such taxes, duties, assessments or governmental charges in respect of such Senior Debt Securities by reason of his having
some connection with Spain other than the mere holding of such Senior Debt Security; or


 






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(ii)          
to, or to a third party on behalf of, a Holder in respect of whose series of Senior Debt Securities the Company or the
Guarantor does not receive such information as may be required in order to comply with the applicable Spanish tax reporting obligations,
including but not limited to the receipt in a timely manner of a duly executed and completed certificate in accordance with Law
10/2014 and Royal Decree 1065/2007, as amended, and any implementing legislation or regulation; or


 


(iii)         
to, or to a third party on behalf of, a Holder of Senior Debt Securities of any series if the Holder or beneficial owner
failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality,
residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner, if such claim or compliance
is required by statute, treaty, regulation or administrative practice of Spain as a condition to relief or exemption from such
taxes;


 


(iv)        
presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent
that the relevant Holder would have been entitled to such Additional Amounts on presenting the same for payment on the expiry
of such period of 30 days; or


 


(v)         
where the withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC or any Directive amending,
supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such
Directive; or


 


(vi)        
presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such
withholding or deduction by presenting the relevant Senior Debt Security to another paying agent in a Member State of the European
Union; or


 


(vii)       
to, or to a third party on behalf of, individuals resident for tax purposes in the Kingdom of Spain; or


 


(viii)      
to, or to a third party on behalf of, a Spanish-resident legal entity subject to Spanish corporation tax if the Spanish
tax authorities determine that the Senior Debt Securities of such series do not comply with exemption requirements specified in
the Reply to a Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated 27 July 2004
and require a withholding to be made; or


 


(ix)      
  where the withholding or deduction is required pursuant to an agreement described in Section 1471(b) of the Code
or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (“FATCA”), any regulations or agreements thereunder,
any official interpretations thereof, any intergovernmental agreements with respect thereto (including the intergovernmental agreement
between the United States and Spain on the


 


 



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implementation
of FATCA), or any law implementing an intergovernmental agreement or any regulations or official interpretations relating thereto;
or


 


(x)         
in the case of any combination of items listed in (i) through (ix) above.


 


Additional
Amounts will also not be paid with respect to any payment to a Holder who is a fiduciary, a partnership, a limited liability company
or person other than the sole beneficial owner of that payment, to the extent that payment would be required by the laws of Spain
(or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect
to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a beneficial owner who
would not have been entitled to the Additional Amounts had it been the Holder.


 


For the purposes
of (iv) above, the “Relevant Date” means, in respect of any payment, the date on which such payment first becomes
due and payable, but if the full amount of the moneys payable has not been received by the Trustee on or prior to such due date,
it means the first date on which, the full amount of such moneys having been so received and being available for payment to Holders
of Senior Debt Securities, notice to that effect shall have been duly given to the Holders of the relevant series of Senior Debt
Securities in accordance with ‎Section 1.06.


 


Unless the
context otherwise requires, any reference in this ‎Section
10.04 to “principal” shall include any premium payable, or Redemption Amount and any other amounts in the nature of
principal payable pursuant to the Senior Debt Securities Indenture and “interest” shall include all amounts payable
pursuant to ‎Section 3.07 and any other amounts in the nature
of interest payable under the Senior Debt Securities Indenture.


 


As used in
this ‎Section 10.04, the term “Redemption Amount”
means, as appropriate, the Maturity Redemption Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption
Amount (Put) and Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or
determined in accordance with the provisions of, ‎Section
3.01.


 


Unless the
context requires otherwise, any references in this Senior Debt Securities Indenture to payment of principal of or interest on
a Senior Debt Security shall be deemed to include any Additional Amounts payable with respect thereto.


 


In
the event that any withholding or deduction for or on account of any taxes is required, at least 10 days prior to each date of
payment of principal of or interest on the relevant series of Senior Debt Securities, or, if later, promptly after the obligation
to withhold or deduct becomes known to the Company, the Company will furnish to the Trustee and the Paying Agent, if other than
the Trustee, an Officer’s Certificate specifying the amount required to be withheld or deducted on such payments to such
Holders, certifying that the Company shall pay such amounts required to be withheld to the appropriate taxing jurisdiction and
certifying to the fact that the Additional Amounts will be payable and the amounts so payable to each Holder, and that the Company
will pay to the Trustee or the



  






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Paying
Agent the Additional Amounts required to be paid; provided that no such Officer’s Certificate will be required prior to
any date of payment of principal of or interest on such Senior Debt Securities if there has been no change with respect to the
matters set forth in a prior Officer’s Certificate. The Trustee and Paying Agent may rely on the fact that any Officer’s
Certificate contemplated by this paragraph has not been furnished as evidence of the fact that no withholding or deduction for
or on account of any taxes is required. The Company covenants to indemnify the Trustee and Paying Agent for and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any such Officer’s Certificate furnished pursuant
to this paragraph or on the fact that any Officer’s Certificate contemplated by this paragraph has not been furnished.


 


Section 10.05. 
Corporate Existence. Subject to ‎Article 8, the Company and the Guarantor will do or cause to be done
all things necessary to preserve and keep in full force and effect its respective corporate existence, provided, however,
that the foregoing shall not obligate the Company or the Guarantor to preserve any such right or franchise if the Company or the
Guarantor shall determine that the preservation thereof is no longer desirable in the conduct of its business and that the loss
thereof is not disadvantageous in any material respect to any Holder.


 


Section 10.06. 
Statement as to Compliance. The Company and the Guarantor will deliver to the Trustee, within 120 days after the
end of each fiscal year, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.


 


Section 10.07. 
Original Issue Document. The Company shall provide to the Trustee on a timely basis such information, if any, as
the Trustee requires to enable the Trustee to prepare and file any form required to be submitted by the Company with the Internal
Revenue Service and the Holders of the Senior Debt Securities relating to any original issue discount, including, without limitation,
Form 8281, Form 1099-OID or any successor forms.


 


Article
11

Redemption of Senior Debt Securities


 


Section 11.01. 
Applicability of Article. Senior Debt Securities of any series shall be redeemable in accordance with their terms
and (except as otherwise specified pursuant to ‎‎Section 3.01 for Senior Debt Securities of any series)
in accordance with this ‎‎Article 11.


 


Section 11.02. 
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Senior Debt Securities shall be
evidenced by a Board Resolution. Unless otherwise provided as contemplated by ‎‎Section 3.01 with
respect to any series of Senior Debt Securities, the Company shall, at least 30 days prior, but not more than 60 days prior, to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Senior Debt Securities of such series to be


 






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redeemed
and, if applicable, the tenor of the Senior Debt Securities to be redeemed. In the case of any redemption of Senior Debt Securities
of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Senior Debt Securities
or elsewhere in this Senior Debt Securities Indenture, the Company shall furnish the Trustee with respect to such Senior Debt
Securities with an Officer’s Certificate evidencing compliance with or waiver of such provision.


 


Section 11.03. 
Selection by Trustee of Senior Debt Securities to be Redeemed. Unless otherwise provided as contemplated by ‎‎Section
3.01 with respect to any series of Senior Debt Securities, if less than all the Senior Debt Securities of any series are
to be redeemed, the particular Senior Debt Securities to be redeemed shall be selected not more than 60 days nor less than 30
days prior to the Redemption Date by the Trustee, from the Outstanding Senior Debt Securities of such series not previously called
for redemption, pro rata, by lot or by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Senior Debt Securities of that series or
any multiple thereof) of the principal amount of Senior Debt Securities of such series of a denomination larger than the minimum
authorized denomination for Senior Debt Securities of that series.


 


The Trustee
shall promptly notify the Company in writing of the Senior Debt Securities selected for redemption and, in the case of any Senior
Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes
of this Senior Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Senior Debt Securities shall relate in the case of any Senior Debt Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Senior Debt Security which has been or is to be redeemed.


 


Section 11.04. 
Notice of Redemption. Unless otherwise provided as contemplated by ‎‎Section 3.01 with
respect to any series of Senior Debt Securities, notice of redemption shall be given not less than 30 nor more than 60 days prior
to the Redemption Date to each Holder of Senior Debt Securities to be redeemed in the manner and to the extent provided in ‎‎Section
1.06.


 


All notices
of redemption shall state:


 





(a)          the
series of Senior Debt Securities subject to redemption;


 


(b)          the
Redemption Date;


 


(c)          the
Redemption Price,


 


(d)          if
less than all the Outstanding Senior Debt Securities of any series are to be redeemed, the principal amount of the Senior Debt
Securities to be redeemed,


 


(e)          that
on the Redemption Date the Redemption Price together with any accrued but unpaid interest will become due and payable upon each
such Senior Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,





 






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(f)          the
place or places where such Senior Debt Securities are to be surrendered for payment of the Redemption Price, and


 


(g)           the
CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Senior Debt Securities.


 


Any such
notice provided pursuant to this ‎Section 11.04 shall be irrevocable,
and the delivery thereof shall oblige the Company to make the redemption therein specified (unless the Spanish Bail-in Power is
exercised by the relevant resolution authority before the occurrence of such redemption).


 


Notice of
redemption of Senior Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company, and the Company shall deliver an Officer’s Certificate
requesting that the Trustee give such and setting forth the information to be stated in such notice no less than 10 Business Days
prior to the date of the notice to Holders of Senior Debt Securities (unless a shorter notice shall be satisfactory to the Trustee).


 


Section 11.05. 
Deposit of Redemption Price. On or prior to any Redemption Date, the Company or the Guarantor shall deposit with
the Trustee or with a Paying Agent (or, if the Company or the Guarantor is acting as Paying Agent, segregate and hold in trust
as provided in ‎‎Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the Senior Debt Securities which
are to be redeemed on that date.


 


Section 11.06. 
Senior Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Senior
Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if
any) such Senior Debt Securities shall cease to accrue interest. Upon surrender of any such Senior Debt Security for redemption
in accordance with said notice, such Senior Debt Security shall be paid by the Company or the Guarantor at the Redemption Price,
together with accrued but unpaid interest to the Redemption Date; provided, however, that with respect to any Senior
Debt Securities, unless otherwise specified as contemplated by ‎‎Section 3.01, a payment of interest which
is payable on an Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Senior Debt Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date or Special
Record Date according to the terms of the Senior Debt Securities and the provisions of ‎‎Section 3.07.  Senior
Debt Securities in definitive form shall be presented for redemption to the Paying Agent.


 


If any Senior
Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Senior Debt Security shall,
until paid, continue to


 






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accrue
interest from and after the Redemption Date in accordance with its terms and the provisions of ‎‎Section
3.07.


 


Section 11.07. 
Senior Debt Securities Redeemed in Part. Any Senior Debt Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, the Guarantor shall endorse
the Guarantee on, and the Trustee shall authenticate and deliver to the Holder of such Senior Debt Security without service charge,
a new Senior Debt Security or Senior Debt Securities of the same series of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Debt Security
so surrendered. If a Global Security is surrendered, the new Senior Debt Security will also be a Global Security.


 


Section 11.08. 
Optional Redemption for Taxation Reasons. Unless otherwise provided as contemplated by ‎Section 3.01
with respect to any series of Senior Debt Securities, if, in relation to the Senior Debt Securities of any series, (i) as
a result of any change in the laws or regulations of Spain or of any political subdivision thereof or any authority or agency
therein or thereof having power to tax or in the interpretation or administration of any such laws or regulations which becomes
effective on or after the date of issue of the first issued Senior Debt Securities of such series or any earlier date specified
pursuant to ‎Section 3.01 the Company or the Guarantor shall determine that (a) the Company or the Guarantor, as the
case may be, would be required to pay Additional Amounts pursuant to ‎Section 10.04 or (b) the Company would not be
entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next interest
payment date on such series of Senior Debt Securities or the value of such deduction to the Company would be materially reduced
or (c) the applicable tax treatment of the Senior Debt Securities of such series changes and (ii) such circumstances are evidenced
by the delivery by the Company or the Guarantor, as the case may be, to the Trustee of a certificate signed by two directors of
the Company or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading thereto,
an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail the Company may,
at its option and having given no less than 30 nor more than 60 days’ notice (ending, in the case of Senior Debt Securities
which bear interest at a floating rate, on a day upon which interest is payable) to the holders of the Senior Debt Securities
of such series in accordance with ‎Section 11.04 (which notice shall be irrevocable), redeem in whole, but not in part,
the outstanding Senior Debt Securities of such series at their early tax redemption amount (the “Early Redemption Amount
(Tax)”) (which shall be their principal amount or at such other Early Redemption Amount (Tax) as may be specified in or
determined in accordance with ‎Section 3.01), together with accrued interest (if any) thereon; provided, however, that
in the case of (a) above, no such notice of redemption may be given earlier than 90 days (or, in the case of Senior Debt Securities
which bear interest at a floating rate a number of days which is equal to the aggregate of the number of days falling within the
then current interest period







 






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applicable
to the Senior Debt Securities of such series plus 60 days) prior to the earliest date on which the Company or the Guarantor,
as the case may be, would be obliged to pay such Additional Amounts were a payment in respect of the Senior Debt Securities
of such series then due.


 


Section 11.09. 
Repurchase of Senior Debt Securities. Unless otherwise provided as contemplated by ‎Section 3.01 with
respect to the any series of Senior Debt Securities, the Company, Guarantor and any of their respective subsidiaries or any third
party designated by any of them, may at any time repurchase Senior Debt Securities of any series in the open market or otherwise
and at any price.


 


Section
11.10.  Optional Early Redemption (Call).
Unless otherwise provided as contemplated by ‎Section 3.01 with respect to the any series of Senior Debt
Securities, the Company may, upon the expiration of the appropriate notice pursuant to ‎Section 11.04
redeem all (but not, some only, except as otherwise specified pursuant to ‎‎Section 3.01) of the Senior Debt
Securities of any series at their call early redemption amount (the “Early Redemption Amount (Call)”) (which
shall be their principal amount or such other Early Redemption Amount (Call) as may otherwise specified in or determined
pursuant to ‎‎Section 3.01), together with accrued interest (if any) thereon.


 


If the Senior
Debt Securities of any series are to be redeemed in part only on any date in accordance with this ‎Section
11.10, the Senior Debt Securities of such series shall be redeemed (so far as may be practicable) pro rata to their principal
amounts, or by lot or such other method as the Trustee deems fair and appropriate, subject always as aforesaid and provided always
that the amount redeemed in respect of the Senior Debt Securities of such series shall be equal to the minimum authorized denomination
thereof or an integral multiple thereof, subject always to compliance with all applicable laws and the requirements of any clearing
system on which the Senior Debt Securities of any such series may be cleared and of any listing authority, stock exchange and/or
quotation system on which the Senior Debt Securities of such series may be listed and/or quoted.


 


Section 11.11. 
Optional Early Redemption (Put). Unless otherwise provided as contemplated by ‎Section 3.01 with respect
to the any series of Senior Debt Securities, the Company shall, upon the exercise of the relevant option by a holder of Senior
Debt Securities of any series, redeem the Senior Debt Securities of such series as may be specified pursuant to ‎Section
3.01 at the put early redemption amount (the “Early Redemption Amount (Put)”) (which shall be the principal amount
or such other Early Redemption Amount (Put) as may be specified in or determined pursuant to ‎Section 3.01), together
with accrued interest (if any) thereon. In order to exercise such option, the holder of the Senior Debt Securities of such series
must, not less than sixty days before the date so specified (or such other period as may be specified pursuant to ‎Section
3.01), deposit a duly completed redemption notice in the form which is available from the specified office of the trustee specifying
the aggregate principal amount in respect of which such option is exercised (which must be the minimum denomination specified
in the relevant prospectus supplement or an integral multiple thereof). Such notice must also


 






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be
delivered in accordance with the requirements of the applicable clearing system. No option exercised may be withdrawn (except
as provided in the relevant indenture).


 


A holder
of any series of Senior Debt Securities may not exercise its optional early redemption (put) pursuant to this ‎Section
11.11 in respect of any series of Senior Debt Securities which is the subject of an exercise by the Company of its option to redeem
such series of Senior Debt Securities pursuant to ‎Section
11.08 or ‎Section 11.10.


 


Article
12

Guarantee


 


Section 12.01. 
The Guarantee. The Guarantor unconditionally and irrevocably guarantees payment in full to the Holders of any Senior
Security the due and punctual payment of all the sums expressed to be payable in respect of such Senior Debt Security as specified
in such Senior Debt Security and the Senior Debt Indenture, including as may be modified pursuant to exercise of the Bail-in Power
under ‎Article 13 of the Indenture (including any principal of (and premium, if any) and interest on such Senior Debt
Security, payments to sinking funds (if applicable), Additional Amounts or any other amounts of whatever nature which may become
payable under any of the foregoing or under the Indenture), and as and when the same shall become due under any of the foregoing,
the Guarantor will pay to such Holder, or to the Trustee for the account of such Holder, on demand the amount payable by the Company
to such Holder.


 


Section 12.02. 
Guarantee Unconditional, Etc. The obligations of the Guarantor under the Guarantee constitute direct, unconditional,
unsubordinated and unsecured obligations of the Guarantor.


 


The Guarantor
hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable
and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Senior
Debt Security or this Senior Debt Securities Indenture, any failure to enforce the provisions of any Senior Debt Security or this
Senior Debt Securities Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder
of such Senior Debt Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Senior
Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of, any premium and interest on, and any additional amounts and sinking
fund payments required with respect to, the Senior Debt Securities and the complete performance of all other obligations contained
in the Senior Debt Securities. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between
the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed
hereby may be accelerated as


 






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provided
in ‎Section 5.02 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law
of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.


 


Section 12.03. 
Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time
payment on any Senior Debt Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor
upon the bankruptcy, liquidation or reorganization of the Company or otherwise.


 


Section 12.04. 
Subrogation. The Guarantor shall be subrogated to all rights of the Holder of any Senior Debt Security against the
Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right
of subrogation until the principal of, any premium and interest on, and any additional amounts and sinking fund payments required
with respect to, all Senior Debt Securities shall have been paid in full.


 


Section 12.05. 
Assumption by Guarantor. (a) The Guarantor may, without the consent of the Holders, assume all of the rights and
obligations of the Company hereunder with respect to a series of Senior Debt Securities and under the Senior Debt Securities of
such series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse
of time, or both, would become an Event of Default, shall have occurred and be continuing.  Upon such an assumption,
the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company
and the Company shall be released from its liabilities hereunder and under such Senior Debt Securities as obligor on the Senior
Debt Securities of such Series.


 


(b)          The
Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a series of Senior Debt Securities
and under the Senior Debt Securities of such series if, upon a default by the Company in the due and punctual payment of the principal,
sinking fund payment, if any, premium, if any, or interest on such Senior Debt Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under ‎‎Section 12.01 with respect to such
series of Senior Debt Securities.  Such assumption shall result in the Senior Debt Securities of such series becoming
the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Senior Debt Securities
of any series.  Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption
of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under
such Senior Debt Securities as obligor on the Senior Debt Securities of such series.


 






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Article
13

Spanish Bail-In and Resolution Actions


 


Section
13.01.  Agreement and Acknowledgement with Respect
to the Exercise of the Spanish Bail-in Power. (a) Notwithstanding any other term of the Senior Debt Securities of any
series or any other agreements, arrangements, or understandings between the Company and any Holder of the Senior Debt
Securities of any series, by its acquisition of the Senior Debt Securities of any series, each Holder (which, for the
purposes of this clause, includes each Holder of a beneficial interest in the Senior Debt Securities of any series)
acknowledges, accepts, consents to and agrees to be bound by:


 


(i)           
the effect of the exercise of the Spanish Bail-in Power by the relevant resolution authority which exercise may include
and result in any of the following, or some combination thereof:


 


(A)           
the reduction of all, or a portion, of the Amounts Due on the Senior Debt Securities of such series;


 


(B)            the
conversion of all, or a portion, of the Amounts Due on the Senior Debt Securities of such series into ordinary shares, other
securities or other obligations of the Company or the Guarantor or another person (and the issue to or conferral on
the Holder of the Senior Debt Securities of such series of such shares, securities or obligations), including by means of an
amendment, modification or variation of the terms of the Senior Debt Securities of such series;


 


(C)           
the cancellation of the Senior Debt Securities of such series;


 


(D)           
the amendment or alteration of the maturity of the Senior Debt Securities of such series or amendment of the amount of
interest payable on the Senior Debt Securities of such series, or the date on which the interest becomes payable, including by
suspending payment for a temporary period; and


 


(ii)          
the variation of the terms of the Senior Debt Securities of such series, if necessary, to give effect to the exercise of
the Spanish Bail-in Power by the relevant resolution authority.


 





(b) 
No repayment or payment of Amounts Due on the Senior Debt Securities of any series, will become due and payable or be paid after
the exercise of any Spanish Bail-in Power by the relevant resolution authority if and to the extent such amounts have been reduced,
converted, cancelled, amended or altered as a result of such exercise.


 


(c) 
Neither a reduction or cancellation, in part or in full of the Amounts Due on, the conversion thereof into another security or
obligation of the Company, the Guarantor or another person, as a result of the exercise of the Spanish Bail-in Power by the relevant
resolution authority with respect to the Company or the Guarantor, nor the exercise of the Spanish Bail-in Power by the relevant
resolution authority with respect to the Senior Debt Securities of any series will be an Event of Default.


 


(d)          Upon
the exercise of the Spanish Bail-in Power by the relevant resolution authority with respect to the Senior Debt Securities of any
series, the Company will provide a written notice to the Holders of the Senior Debt Securities of such series through DTC as soon
as practicable regarding such exercise of the Spanish Bail-in Power. The Company will also deliver a copy of such notice to the
Trustee for information purposes.


 


(e)          By
its acquisition of the Senior Debt Securities of any series, each Holder of the Senior Debt Securities of such series, (which,
for the purposes of this clause, includes each holder of a beneficial interest in the Senior Debt Securities of such series),
to the extent permitted by the Trust Indenture Act, will waive any and all claims, in law and/or in equity, against the Trustee
for, agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee will not be liable for, any
action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of


 






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the
Spanish Bail-in Power by the relevant resolution authority with respect to the Senior Debt Securities of such series.


 


(f)           Additionally,
by its acquisition of the Senior Debt Securities of any series, each holder of the Senior Debt Securities of such series acknowledges
and agrees that, upon the exercise of the Spanish Bail-in Power by the relevant resolution authority:


 


(i)           
the Trustee will not be required to take any further directions from the Holders of the Senior Debt Securities of such
series with respect to any portion of the Senior Debt Securities of such series that are written-down, converted to equity and/or
cancelled under the Senior Debt Securities Indenture, which authorizes holders of a majority in aggregate outstanding principal
amount of the outstanding Senior Debt Securities of such series to direct certain actions relating to the Senior Debt Securities
of such series; and


 


(ii)          
the Senior Debt Securities Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise
of the Spanish Bail-in Power by the relevant resolution authority.


 


provided,
however, that notwithstanding the exercise of the Spanish Bail-in Power by the relevant resolution authority, so long as the Senior
Debt Securities of any series remain outstanding, there will at all times be a Trustee for the Senior Debt Securities of such
series in accordance with the Senior Debt Securities Indenture, and the resignation and/or removal of the Trustee and the appointment
of a successor Trustee will continue to be governed by the Senior Debt Securities Indenture, including to the extent no additional
supplemental indenture or amendment is agreed upon in the event the Senior Debt Securities of such series remain outstanding following
the completion of the exercise of the Spanish Bail-in Power.


 


(g)          By
its acquisition of the Senior Debt Securities of any series, each Holder of the Senior Debt Securities of such series acknowledges
and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part),
nor the exercise of the Spanish Bail-in Power by the relevant resolution authority with respect to the Senior Debt Securities
of such series will give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the
Trustee in Case of Default) of the Trust Indenture Act.


  


(h)           By
purchasing the Senior Debt Securities of any series, each Holder (including each beneficial owner) of the Senior Debt
Securities of such series shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds the Senior Debt Securities of such series to take any


 






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and
all necessary action, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Senior Debt Securities
of such series as it may be imposed, without any further action or direction on the part of such Holder.


 


Section 13.02. 
Agreement and Acknowledgement with Respect to the Exercise of Resolution Tools. (a) Notwithstanding any other term
of the Senior Debt Securities of any series or any other agreements, arrangements, or understandings between the Company and any
Holder of the Senior Debt Securities of any series, by its acquisition of the Senior Debt Securities of any series, each Holder
(which, for the purposes of this clause, includes each holder of a beneficial interest in the securities of any series) acknowledges,
accepts, consents and agrees to be bound by the effect of the exercise of any resolution tools (including but not limited to the
sale of business tool, the bridge institution tool and the asset separation tool) by the relevant resolution authority in compliance
with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain, relating to (i) the transposition of BRRD,
including but not limited to Law 11/2015, (ii) the SRM Regulation and (iii) the instruments, rules and standards created thereunder.






 


(b)          By
its acquisition of the Senior Debt Securities of any series, each Holder of the Senior Debt Securities of such series, (which,
for the purposes of this clause, includes each holder of a beneficial interest in the Senior Debt Securities of such series),
to the extent permitted by the Trust Indenture Act, will waive any and all claims, in law and/or in equity, against the Trustee
for, agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee will not be liable for, any action
that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of any resolution power by the
relevant resolution authority.


 


(c)          Additionally,
by its acquisition of the Senior Debt Securities of any series, each Holder of the Senior Debt Securities of such series acknowledges
and agrees that, upon the exercise of any resolution power by the relevant resolution authority the Senior Debt Securities Indenture
will not impose any duties upon the Trustee whatsoever with respect to the exercise of any resolution tool by the relevant resolution
authority (including no duty whatsoever to take any directions from the Holders of the Senior Debt Securities of such series),
provided, however, that notwithstanding the exercise of any resolution tool by the relevant resolution authority, so long as the
Senior Debt Securities of any series remain outstanding, there will at all times be a Trustee for the Senior Debt Securities of
such series in accordance with this Senior Debt Securities Indenture, and the resignation and/or removal of the Trustee and the
appointment of a successor Trustee will continue to be governed by the Senior Debt Securities Indenture, including to the extent
no additional supplemental indenture or amendment is agreed upon in the event the Senior Debt Securities of such series remain
outstanding following the completion of the exercise of the resolution tool.


 


(d)          By
its acquisition of the Senior Debt Securities of any series, each Holder (including each beneficial owner) of the Senior Debt
Securities of such series shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds the Senior Debt Securities of such series to take any and all necessary action, if required,
to implement the exercise of any


 






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resolution
tool with respect to the securities of such series as it may be imposed, without any further action or direction on the part of
such Holder.


 


This instrument
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Senior Debt Securities Indenture and
of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute
effective execution and delivery of this Senior Debt Securities Indenture as to the parties hereto and may be used in lieu of
the original Indenture for all purposes.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Senior Debt Securities Indenture to be duly executed, all as of the day and year
first above written.


 


	SANTANDER US DEBT, S.A. UNIPERSONAL
	 
	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	 



	BANCO SANTANDER, S.A.
	 
	 
	By:	 
	 	Name:
	 	Title:
	 	 
	 	 



	THE BANK OF NEW YORK MELLON, LONDON BRANCH
	 
	 
	By:	 
	 	Name:
	 	Title:



 



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appendix
1: Procedures for Compliance with Spanish Tax Legislation


 


Information
Procedures and Certification Obligations of the Trustee or Paying Agent in respect of payments under the Senior Debt Securities


 



		1.	Delivery
                                         of the Payment Information Certificate: In connection with each payment of income
                                         under the Senior Debt Securities, the Trustee or Paying Agent shall deliver to the Company
                                         or the Guarantor by the close of business on the business day immediately preceding the
                                         day on which such payment is made a duly completed an executed Payment Information Certificate
                                         substantially in the form set forth in Exhibit I hereto (Form of Payment Information
                                         Certificate). Such form may be delivered initially by email, in pdf form, or by fax,
                                         provided that the original is delivered by the end of the following month.




 


If
the Payment Information Certificate is delivered by the Trustee or Paying Agent in a timely manner to the Company or the Guarantor,
the relevant income payment will be made free and clear of Spanish withholding tax.


 


The
Trustee or Paying Agent shall have no duty or responsibility to comply with Spanish tax laws arising out of this Senior Debt Securities
Indenture, and may request and rely conclusively upon any instructions from the Company or the Guarantor in respect of any action
necessary or required to be taken by the Trustee or Paying Agent pursuant to this Appendix 1; provided, however,
that in no event shall the Trustee or Paying Agent be required to expend or risk its own funds in the performance of any
of its duties pursuant to this Appendix 1, or be obligated to take any legal or other action which might in its judgment involve
or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification.


 


The
Company or Guarantor agrees to instruct the Trustee or Paying Agent in writing with respect to any certifications that may be
required under Spanish law, and the Trustee or Paying Agent acknowledges that this Appendix 1 shall constitute an instruction
in this regard, unless otherwise instructed in writing by the Company or the Guarantor.


 



		2.	Failure
                                         to deliver the Payment Information Certificate: In the event that the Trustee or
                                         Paying Agent fails or for any reason is unable to deliver a timely, duly completed Payment
                                         Information Certificate as described above to the Company or the Guarantor in respect
                                         of a payment of income under the Senior Debt Securities, the Trustee or Paying Agent
                                         shall withhold Spanish income tax on behalf of the Company or the Guarantor from the
                                         relevant payment at the then-applicable rate (currently 19.5%, and 19% as of January
                                         1, 2016 onwards).



 


		3.	If,
                                         after the relevant payment date but before the 10th day of the month immediately following
                                         the relevant payment date the Trustee or Paying Agent provides the duly completed Payment
                                         Information Certificate to the Company or the Guarantor, then the Company or the Guarantor
                                         shall instruct the Trustee or



 






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Paying
Agent to immediately transfer the 19.5% (19% as of January 1, 2016 onwards) withheld in respect of the relevant payment pursuant
to paragraph ‎1 above by way of reimbursement of the amounts withheld on the relevant payment date and completion of the corresponding
income payment in respect of payments under the Senior Debt Securities.


 


		4.	If
                                         the Trustee or Paying Agent fails or for any reason is unable to submit a duly completed
                                         and executed Payment Information Certificate to the Company or the Guarantor by the 10th
                                         day of the month immediately following the relevant payment date, the Trustee or Paying
                                         Agent shall immediately return (but in any event no later than the 10th day of the month
                                         immediately following the relevant payment date) to the Company or Guarantor any remaining
                                         amount of the 19.5% (19% as of January 1, 2016 onwards) withheld in respect of the relevant
                                         payment, and investors will have to apply directly to the Spanish tax authorities for
                                         any refund to which they may be entitled.



 





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EXHIBIT I


 


Anexo
al Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo
de las normas comunes de los procedimientos de aplicación de los tributos, aprobado por Real Decreto 1065/2007


 


Modelo
de declaración a que se refieren los apartados 3, 4 y 5 del artículo 44 del Reglamento General de las actuaciones
y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos
de aplicación de los tributos


 


Annex to
Royal Decree 1065/2007, of 27 July, approving the General Regulations of the tax inspection and management procedures and developing
the common rules of the procedures to apply taxes


 


Declaration
form referred to in paragraphs 3, 4 and 5 of Article 44 of the General Regulations of the tax inspection and management procedures
and developing the common rules of the procedures to apply taxes


 


Don (nombre),
con número de identificación fiscal (...)(1), en nombre y representación de (entidad
declarante), con número de identificación fiscal (....)(1) y domicilio en (...) en calidad
de (marcar la letra que proceda):


 


Mr. (name),
with tax identification number (...)(1), in the name and on behalf of (entity), with tax identification number (....)(1)
and address in (...) as (function - mark as applicable):


 


(a) Entidad
Gestora del Mercado de Deuda Pública en Anotaciones.


 


(a) Management
Entity of the Public Debt Market in book entry form.


 


(b) Entidad
que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero.


 


(b) Entity
that manages the clearing and settlement system of securities resident in a foreign country.


 


(c) Otras
entidades que mantienen valores por cuenta de terceros en entidades de compensación y liquidación de valores domiciliadas
en territorio español.


 


(c) Other
entities that hold securities on behalf of third parties within clearing and settlement systems domiciled in the Spanish territory.


 


(d) Agente
de pagos designado por el emisor.


 


(d) Fiscal
Agent appointed by the issuer.


 






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Formula
la siguiente declaración, de acuerdo con lo que consta en sus propios registros:


 


Makes the
following statement, according to its own records:


 


1. En
relación con los apartados 3 y 4 del artículo 44:


 


1. In relation
to paragraphs 3 and 4 of Article 44:


 


1.1 Identificación
de los valores.........................................................


 


1.1 Identification
of the securities............................................................


 


1.2 Fecha
de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados)


 


1.2 Income
payment date (or refund if the securities are issued at discount or are segregated)


 


1.3 Importe
total de los rendimientos (o importe total a reembolsar, en todo caso, si son valores emitidos al descuento o segregados)...................................


 


1.3 Total
amount of income (or total amount to be refunded, in any case, if the securities are issued at discount or are segregated)


 


1.4 Importe
de los rendimientos correspondiente a contribuyentes del Impuesto sobre la Renta de las Personas Físicas, excepto cupones
segregados y principales segregados en cuyo reembolso intervenga una Entidad Gestora.................................


 


1.4 Amount
of income corresponding to Personal Income Tax taxpayers, except segregated coupons and segregated principals for which reimbursement
an intermediary entity is involved..................


 


1.5 Importe
de los rendimientos que conforme al apartado 2 del artículo 44 debe abonarse por su importe íntegro (o importe total
a reembolsar si son valores emitidos al descuento o segregados).


 


1.5 Amount
of income which according to paragraph 2 of Article 44 must be paid gross (or total amount to be refunded if the securities are
issued at discount or are segregated).


 


2. En
relación con el apartado 5 del artículo 44.


 


2. In relation
to paragraph 5 of Article 44.


 


2.1 Identificación
de los valores...............................................................


 


2.1 Identification
of the securities..............................................................


 






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2.2 Fecha
de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados) ............................................................


 


2.2 Income
payment date (or refund if the securities are issued at discount or are segregated) ............................................................


 


2.3 Importe
total de los rendimientos (o importe total a reembolsar si son valores emitidos al descuento o segregados.....................................................


 


2.3 Total
amount of income (or total amount to be refunded if the securities are issued at discount or are segregated)


 


2.4 Importe
correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero
A.


 


2.4 Amount
corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country A.


 


2.5 Importe
correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero
B.


 


2.5 Amount
corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country B.


 


2.6 Importe
correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero
C.


 


2.6 Amount
corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country C.


 


Lo que
declaro en......................a .... de......................de ....


 


I declare
the above in.................. .... on the.... of................... ... of....


 


(1)
En caso de personas, físicas o jurídicas, no residentes sin establecimiento permanente se hará constar
el número o código de identificación que corresponda de conformidad con su país de residencia


 


(1)
In case of non-residents (individuals or corporations) without permanent establishment in Spain it shall be included the
number or identification code which corresponds according to their country of residence.


 




 


 






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