Exhibit 4.2


 


 


 





SANTANDER ISSUANCES, 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


 


Subordinated 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 the Subordinated Debt Securities
Indenture, dated as of [Ÿ].


 





	Trust
Indenture Act Section
	Subordinated
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 Subordinated 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	12
	Section
    1.03.  Form of Documents Delivered to Trustee	12
	Section
    1.04.  Acts of Holders	13
	Section
    1.05.  Notices, Etc. to Trustee, Company or Guarantor	14
	Section
    1.06.  Notice to Holders; Waiver	15
	Section
    1.07.  Language of Notices, Etc	16
	Section
    1.08.  Conflict with Trust Indenture Act	16
	Section
    1.09.  Effect of Headings and Table of Contents	16
	Section
    1.10.  Successors and Assigns	16
	Section
    1.11.  Separability Clause	16
	Section
    1.12.  Benefits of Subordinated Debt Securities Indenture	16
	Section
    1.13.  Governing Law	16
	Section
    1.14.  Business   Days and Legal Holidays	17
	Section
    1.15.  Appointment of Agent for Service	17
	Section
    1.16.  Calculation Agent	18
	Section
    1.17.  Waiver of Jury Trial	18
	Section
    1.18.  Judgment Currency	18
	Article
    2 
Subordinated Debt Security Forms
	Section
    2.01.  Forms Generally	19
	Section
    2.02.  Form of Guarantee	19
	Section
    2.03.  Form of Trustee’s Certificate of Authentication	21
	Article
    3 
The Subordinated Debt Securities
	Section
    3.01.  Amount Unlimited, Issuable in Series	22
	Section
    3.02.  Denominations	24
	Section
    3.03.  Execution, Authentication, Delivery and Dating	25
	Section
    3.04.  Temporary Subordinated Debt Securities	26
	Section
    3.05.  Registration, Registration of Transfer and Exchange	27
	Section
    3.06.  Mutilated, Destroyed, Lost and Stolen Subordinated Debt Securities	30
	Section
    3.07.  Payment; Interest Rights Preserved	31
	Section
    3.08.  Persons Deemed Owners	33
	Section
    3.09.  Cancellation	34
	Section
    3.10.  Computation of Interest	34
	Section
    3.11.  CUSIP Numbers	35
	Section
    3.12.  Additional Subordinated Debt Securities	35



 






    i 


     


    

 


	Section
    3.13.  Correction of Minor Defects in or Amendment of Subordinated Debt Securities	35
	Section
    3.14.  Payments Subject to Fiscal Laws	35
	Article
    4 
Satisfaction and Discharge
	Section
    4.01.  Satisfaction and Discharge of Subordinated Debt Securities Indenture	36
	Section
    4.02.  Defeasance and Covenant Defeasance	37
	Section
    4.03.  Application of Trust Money	41
	Section
    4.04.  Repayment to Company	42
	Article
    5 
Remedies
	Section
    5.01.  Events of Default	42
	Section
    5.02.  Enforcement of Remedies	43
	Section
    5.03.  Collection of Indebtedness and Suits for Enforcement by the Trustee	43
	Section
    5.04.  Trustee May File Proofs of Claim	45
	Section
    5.05.  Trustee May Enforce Claims Without Possession of Subordinated Debt Securities	45
	Section
    5.06.  Application of Money Collected	46
	Section
    5.07.  Limitation on Suits	46
	Section
    5.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest, if any, and Additional Amounts	47
	Section
    5.09.  Restoration of Rights and Remedies	47
	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	48
	Section
    5.14.  Undertaking for Costs	49
	Article
    6 
The Trustee
	Section
    6.01.  Certain Duties and Responsibilities	49
	Section
    6.02.  Spanish Tax Procedures and Obligations of the Trustee	50
	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 Subordinated Debt Securities	53
	Section
    6.06.  May Hold Subordinated Debt Securities	54
	Section
    6.07.  Money Held in Trust	54
	Section
    6.08.  Compensation and Reimbursement	54
	Section
    6.09.  Disqualification; Conflicting Interests	55
	Section
    6.10.  Corporate Trustee Required; Eligibility	55
	Section
    6.11.  Resignation and Removal; Appointment of Successor	56



 






    ii 


     


    

 


	Section
    6.12.  Acceptance of Appointment by Successor	58
	Section
    6.13.  Merger, Conversion, Consolidation or Succession to 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	 
	Section
    6.17  Tax Withholding	 
	Article
    7 
Holders Lists and Reports by Trustee and Company
	Section
    7.01.  The Company or the 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	67
	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	70
	Section
    9.06.  Reference in Subordinated Debt Securities to Supplemental Indentures	70
	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
	Article
    11 
Redemption of Subordinated Debt Securities
	Section
    11.01.  Applicability of Article	76



 






    iii 


     


    

 


	Section
    11.02.  Election to Redeem; Notice to Trustee	76
	Section
    11.03.  Selection by Trustee of Subordinated Debt Securities to Be Redeemed	76
	Section
    11.04.  Notice of Redemption	77
	Section
    11.05.  Deposit of Redemption Price	77
	Section
    11.06.  Subordinated Debt Securities Payable on Redemption Date	78
	Section
    11.07.  Subordinated Debt Securities Redeemed in Part	78
	Section
    11.08.  Optional Redemption Due to Changes in Tax Treatment	78
	Section
    11.09.  Optional Redemption For Capital Disqualification Event	79
	Section
    11.10.  Optional Early Redemption (Call)	80
	Article
    12 
Subordination of Subordinated Debt Securities
	Section
    12.01.  Subordinated Debt Securities Subordinate to Claims of Senior Creditors	80
	Section
    12.02.  Status of the Subordinated Debt Securities	81
	Section
    12.03.  Provisions Solely to Define Relative Rights	81
	Section
    12.04.  Trustee to Effectuate Subordination	82
	Section
    12.05.  Trustee Not Fiduciary for Senior Creditors	82
	Section
    12.06.  Rights of Trustee as Senior Creditor; Preservation of Trustee’s Rights	82
	Section
    12.07.  Article Applicable to Paying Agents	82
	Article
13 
Guarantee
	Section
    13.01.  The Guarantee	83
	Section
    13.02.  Subordination of the Guarantee	83
	Section
    13.03.  Guarantee Unconditional, Etc	84
	Section
    13.04.  Reinstatement	85
	Section
    13.05.  Subrogation	85
	Section
    13.06.  Assumption By Guarantor	85
	Article
    14 
Spanish Bail-in and Resolution Actions
	Section
    14.01.  Agreement with Respect to Spanish Bail-in Power	86
	Section
    14.02.  Agreement with Respect to the Exercise of Resolution Tools	88


 



    iv 


     


    
 


SUBORDINATED
DEBT SECURITIES INDENTURE, dated as of [●], among SANTANDER ISSUANCES, 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 Subordinated Debt Securities Indenture to provide for the issuance from
time to time of its Subordinated Debt Securities (the “Subordinated Debt Securities”), to be issued in one
or more series, represented by one or more Global Securities in registered form, or represented by definitive Subordinated 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 Subordinated 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 Subordinated Debt Securities issued under
this Subordinated Debt Securities Indenture, and authenticated and delivered hereunder, the valid obligations of the Guarantor,
and to make this Subordinated Debt Securities Indenture a valid agreement of the Guarantor, in accordance with their and its terms,
have been done.


 


This Subordinated
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 Subordinated Debt Securities
Indenture and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE,
THIS SUBORDINATED DEBT SECURITIES INDENTURE WITNESSETH:


 


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


 






    1 


     


    

 


Article
1

Definitions and Other Provisions of General Application


 


Section 1.01.     
Definitions. For all purposes of this Subordinated 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 Subordinated


 


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 Subordinated
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
Subordinated 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


 






    2 


     


    

 


contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.


 


“Agents”
means the agents appointed in accordance with this Subordinated 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 Subordinated 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 Subordinated 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.


 






    3 


     


    

 


“Business
Day” means, unless otherwise provided in the form of Subordinated Debt Securities for any particular series pursuant
to the provisions of this Subordinated Debt Securities Indenture, any day, other than Saturday or Sunday, that is neither a Legal
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 Subordinated 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 Subordinated
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 Subordinated 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 Subordinated Debt Securities, the address set
forth in the supplemental indenture naming the Trustee for that particular series of Subordinated Debt Securities.


 


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


 






    4 


     


    

 


“CRR”
means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No. 648/2012 or such other regulation as may come into
effect in place thereof.


 


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


 


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


 


“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 (Capital Disqualification Event)” has the meaning set forth in Section 11.09.


 


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


 


“EUR”,
“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 specified 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 Subordinated 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 Subordinated Debt Securities,
authenticated and delivered to or on behalf of the Holder and registered in the name of the Holder or its nominee.


 






    5 


     


    

 


“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 Subordinated Debt Securities as set forth in ‎Section
13.01 endorsed on a Subordinated Debt Security authenticated and delivered pursuant to this Subordinated Debt Securities
Indenture, set forth in ‎‎Section 2.02.


 


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


 


“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 Subordinated Debt Security in global or definitive form is registered in the Subordinated 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 Subordinated 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 Subordinated Debt Security, means the Stated Maturity of any installment
of interest on such Subordinated 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 Subordinated Debt Security, means the date, if any, on which the principal or any installment of
principal of such Subordinated Debt Security becomes due and payable as therein or herein provided, whether by call for redemption,
repurchase, declaration of acceleration or otherwise.


 






    6 


     


    

 


“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.


 


“Original
Issue Discount Security” means any Subordinated Debt Security which provides for an amount less than the principal amount
to be due and payable upon a declaration of the Maturity thereof.


 


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


 


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


 


(ii) 
          Subordinated 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 Subordinated Debt Securities; provided,
that, if such Subordinated Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Subordinated Debt Securities Indenture or provision therefor satisfactory to the Trustee has been made;


 


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


 






    7 


     


    

 


provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Subordinated Debt Securities of any
series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount
of a Subordinated Debt Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Subordinated Debt Security, of the principal amount of such Subordinated Debt Security; and (ii) Subordinated
Debt Securities beneficially owned by the Company, the Guarantor or any other obligor upon the Subordinated 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 Subordinated Debt Securities for which a Responsible Officer of the Trustee has received an Officer’s Certificate
stating that such Subordinated Debt Securities are so beneficially owned shall be so disregarded; provided, further, however,
that Subordinated 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 Subordinated
Debt Securities and that the pledgee is not the Company, the Guarantor or any other obligor upon the Subordinated 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 Subordinated 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 Principal Paying Agent in respect of
the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Security means every previous Subordinated Debt Security evidencing all
or a portion of the same debt as that evidenced by such particular Subordinated Debt Security; and, for the purposes of this definition,
any Subordinated Debt Security authenticated and delivered under ‎Section
3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Subordinated Debt


 






    8 


     


    

 


Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Subordinated Debt Security.


 


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


 


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


 


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


 


“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 department (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 Subordinated Debt Securities Indenture and, for the 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
Creditors” means creditors of the Company whose claims are non-subordinated obligations of the Company, any Senior Subordinated
Obligations (as defined below) and any claim on the Company, which becomes subordinated as a consequence of article 92.1o
of the Spanish Insolvency Law.


 


“Senior
Subordinated Obligations” means any subordinated obligations of the Company which by law and/or their terms, and to
the extent permitted by Spanish law (including contractually subordinated obligations of principal related to instruments not
qualifying as Tier 2 Capital or Tier 1 Capital of Banco Santander), rank senior to the Subordinated Debt Securities of
any series.


 






    9 


     


    

 


“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).


 


“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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Security or such installment of principal or interest (and Additional Amounts, if any)
is due and payable.


 


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


 


“Subordinated
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 Subordinated Debt Securities established pursuant to ‎Section
3.01.


 






    10 


     


    

 


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


 


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


 


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


 





“Tier
1 Capital” means at any time, with respect to the Guarantor or the Group, as the case may be, the Tier 1 capital of
the Guarantor or the Group, respectively, as calculated by the Guarantor in accordance with Chapters 1, 2 and 3 (Tier 1 Capital,
Common Equity Tier 1 Capital and Additional Tier 1 capital) of Title I (Elements of own funds) of Part Two (Own Funds) of the
CRR and/or Applicable Banking Regulations at such time, including any applicable transitional, phasing in or similar provisions;





 


“Tier
2 Capital” means at any time, with respect to the Company or the Group, as the case may be, the Tier 2 capital of the
Company or the Group, respectively, as calculated by the Company in accordance with Chapter 4 (Tier 2 capital) of Title I (Elements
of own funds) of Part Two (Own Funds) of the CRR and/or Applicable Banking Regulations at such time, including any applicable
transitional, phasing in or similar provisions.


 


“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 Subordinated 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 Subordinated
Debt Securities, the Trustee named in the relevant indenture supplemental hereto as the Trustee for that particular series of
Subordinated 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 Subordinated Debt Securities of any series
shall mean the Trustee with respect to the Subordinated 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 ‎6.15, its territories and possessions.


 


“U.S.
Government Obligations” means securities that are non-callable 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
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


 






    11 


     


    

 


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 Subordinated 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 Subordinated Debt Securities Indenture, the Company or the Guarantor shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Subordinated 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 Subordinated 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 Subordinated 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 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.


 






    12 


     


    

 


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 Subordinated 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 Subordinated 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 Subordinated 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.


 


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


 


(d)            
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Subordinated Debt
Security shall bind every future Holder


 






    13 


     


    

 


of
the same Subordinated Debt Security and the Holder of every Subordinated 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 Subordinated 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 Subordinated Debt Security or such other Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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 Subordinated 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 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 Subordinated 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


 


(b)            
the Company or the 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 Subordinated Debt Securities Indenture or at any
other address previously furnished in writing to the Trustee by the Company or the Guarantor.


 






    14 


     


    

 


The Trustee
agrees to accept and act upon instructions or directions pursuant to this Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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 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.


 






    15 


     


    

 


Section 1.07.     
Language of Notices, Etc. Any notice under this Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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 Subordinated 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 Subordinated Debt Securities Indenture or in the Subordinated
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
Subordinated Debt Securities Indenture. Nothing in this Subordinated Debt Securities Indenture, in the Subordinated Debt
Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto and any
Subordinated Debt Securities Registrars or any Paying Agent or Calculation Agent with respect to any Subordinated Debt
Securities and their successors hereunder, and the Holders of Subordinated Debt Securities, any benefit or any legal or
equitable right, remedy or claim under this Subordinated Debt Securities Indenture.


 


Section 1.13.     
Governing Law. This Subordinated Debt Securities Indenture, the Subordinated 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), 


 






    16 


     


    

 


except
for ‎Section 12.01 and Section ‎13.02, which shall be governed by and construed in accordance with the
laws of Spain, and except that the authorization and execution of this Subordinated Debt Securities Indenture, the
Subordinated 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 Subordinated Debt Securities shall provide that, in any case
where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, of a Subordinated Debt Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision of this Subordinated Debt Securities Indenture
or the Subordinated Debt Securities other than a provision in the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities or this Subordinated
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 Subordinated 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 Subordinated 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 proceeding. To the extent that
the Company may be entitled, in any jurisdiction in which judicial proceedings may


 






    17 


     


    

 


at
any time be commenced with respect to or arising out of this Subordinated 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 Subordinated Debt Securities, any determination of the interest rate on, or other amounts in relation to, such
series of Subordinated Debt Securities in accordance with the terms of such series of Subordinated 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 SUBORDINATED 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 SUBORDINATED DEBT SECURITIES INDENTURE, THE SUBORDINATED 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 Subordinated Debt Securities Indenture and the Subordinated
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 independent from the other obligations contained in this


 






    18 


     


    

 


Subordinated
Debt Securities Indenture or the Subordinated 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

Subordinated Debt Security Forms


 


Section 2.01.     
Forms Generally. The Subordinated 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, 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
Subordinated 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 Subordinated Debt
Securities may be listed, all as determined by the officers executing such Subordinated Debt Securities and Guarantees, as evidenced
by their execution thereof.


 


Section 2.02.     
Form of Guarantee. The Guarantee shall be in substantially the following form:


 


GUARANTEE
OF BANCO SANTANDER, S.A.


 






    19 


     


    

 


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 Subordinated 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 Issuances, 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
14 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 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 Subordinated 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.


 


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


 


Dated:


 


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





	 



 


 









    20 


     


    

 


 


	 	 	 
	 	Name:	
	 	Title:	Authorized Signatory



 


 


Section 2.03.     
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 Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Subordinated Debt Securities
Indenture.


 


	Date:	 



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



 



    21 


     


    

 


Article
3

The Subordinated Debt Securities


 


Section 3.01.     
Amount Unlimited, Issuable in Series. The aggregate principal amount of Subordinated Debt Securities which may be
authenticated and delivered under this Subordinated Debt Securities Indenture is unlimited. The Subordinated 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 Subordinated Debt Securities of any series,


 


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


 


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


 


(c)            
any limit upon the aggregate principal amount of the Subordinated Debt Securities of the series which may be authenticated
and delivered under this Subordinated Debt Securities Indenture (except for Subordinated Debt Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Subordinated Debt Securities of the series pursuant
to ‎Section 3.04, ‎3.05, ‎3.06, ‎9.06 or 11.07 and except for any Subordinated 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 Subordinated Debt Securities of the
series is payable;


 


(e)            
the rate or rates, if any, at which the Subordinated 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 Subordinated 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 Subordinated 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


 






    22 


     


    

 


any)
and interest on Subordinated Debt Securities of such series, at least one of such Paying Agents having offices or agencies in
the Borough of Manhattan, The City of New York;


 


(h)           
other than with respect to any redemption of the Subordinated Debt Securities pursuant to ‎Section 11.08, whether
or not such series of Subordinated 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, Subordinated
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 Subordinated 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 Subordinated Debt Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;


 


(j)        
     if other than denominations of $1,000 and any multiple thereof, the denominations in which
Subordinated 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 Subordinated 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 Subordinated 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)           
if other than Dollars, provisions, if any, for the Subordinated Debt Securities of the series to be denominated, and payments
thereon to be made, in Foreign Currencies and specifying the Place of Payment and the manner of payment thereon and any other
terms with respect thereto;


 


(n)            
if other than the coin or currency in which the Subordinated 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 Subordinated Debt Securities of
such series shall be payable;


 


(o)            
if the principal of (and premium, if any) or interest, if any, on the Subordinated 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 Subordinated
Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may
be made;


 






    23 


     


    

 


(p)            
whether the Subordinated 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 Subordinated Debt Securities;


 


(q)            
if the Subordinated Debt Securities of such series are to be issuable in definitive form (whether upon original issue or
upon exchange of a temporary Subordinated 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;


 


(r)            
if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Subordinated 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;


 


(s)            
any other Events of Default or covenants with respect to the Subordinated Debt Securities of such series;


 


(t)            
if other than as provided in ‎Article 12, the subordination terms with respect to the Subordinated Debt Securities
of the series;


 


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


 


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


 


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


 


All Subordinated
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 Subordinated 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 Subordinated Debt Securities.


 


Section 3.02.     
Denominations. The Subordinated 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 Subordinated
Debt Securities of any series, the Subordinated Debt Securities of each series shall be issuable


 






    24 


     


    

 


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 Subordinated 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 Subordinated Debt Securities may be manual or facsimile.
Subordinated Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officer
of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication
and delivery of such Subordinated Debt Securities.


 


At any time
and from time to time after the execution and delivery of this Subordinated Debt Securities Indenture, the Company may deliver
Subordinated Debt Securities of any series executed by the Company having endorsed thereon the Guarantee by the Guarantor to the
Trustee for authentication, together with a Company Order for the authentication and delivery of such Subordinated Debt Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Subordinated Debt Securities. In authenticating
such Subordinated Debt Securities and accepting the additional responsibilities under this Subordinated Debt Securities Indenture
in relation to such Subordinated 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 Subordinated Debt Securities Indenture.


 


If all the
Subordinated 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 Subordinated Debt Security, but such opinion and certificate,
with appropriate modifications, shall be delivered at or before the time of issuance of the first Subordinated Debt Security of
such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Subordinated 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 Subordinated Debt Securities Indenture relating to authentication and delivery of such Subordinated Debt Securities
continue to have been complied with.


 


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


 


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


 






    25 


     


    

 


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


 


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


 


If temporary
Subordinated Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Subordinated
Debt Securities, definitive Subordinated Debt Securities of such series to be prepared without unreasonable delay. After the preparation
of definitive Subordinated Debt Securities of such series, the temporary Subordinated Debt Securities of such series shall be
exchangeable for definitive Subordinated Debt Securities of such series containing identical terms and provisions upon surrender
of the temporary Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities
Indenture as definitive Subordinated Debt Securities of such series.


 






    26 


     


    

 


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 Subordinated 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 Subordinated Debt Securities Indenture.


 


Each Global
Security authenticated under this Subordinated 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 Subordinated Debt Security for all purposes of this Subordinated Debt Securities
Indenture. Except as otherwise specified as contemplated by ‎Section
3.01 hereof, each Global Security authenticated under this Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
Subordinated 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.


 






    27 


     


    

 


Any Global
Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by ‎Section
3.01, shall be exchangeable for Subordinated 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 Subordinated Debt Securities in definitive form and will
not be considered the holders thereof for any purpose under this Subordinated Debt Securities Indenture.


 


In the event
that a Global Security is surrendered for redemption 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 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 Subordinated 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 Subordinated Debt Securities Indenture.


 


In connection
with any exchange of interests in a Global Security for definitive Subordinated Debt Securities of another authorized form, as
provided in this Section 3.05, 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 Subordinated 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
Subordinated 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 Subordinated Debt Securities of authorized denominations as the portion of such Global
Security to be exchanged. Any


 






    28 


     


    

 


Global
Security that is exchangeable pursuant to this ‎Section 3.05
shall be exchangeable for Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture with respect
to the Subordinated Debt Securities.


 


(b)            
Except as otherwise specified pursuant to ‎Section 3.01, Subordinated Debt Securities of any series may only
be exchanged for a like aggregate principal amount of Subordinated Debt Securities of such series of other authorized denominations
containing identical terms and provisions. Subordinated 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 the Guarantor
shall endorse the Guarantee thereon, and the Trustee shall authenticate and deliver, in exchange therefor the Subordinated Debt
Security or Subordinated 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
“Subordinated Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Subordinated Debt Securities and of transfers of such Subordinated Debt Securities.
Except as otherwise specified pursuant to Section 3.01, the Trustee is hereby appointed “Subordinated Debt Security Registrar”
for the purpose of registering Subordinated Debt Securities and transfers of Subordinated Debt Securities as herein provided.


 


Subordinated
Debt Securities shall be transferable only on the Subordinated Debt Security Register. Upon surrender for registration of transfer
of any Subordinated 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 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 Subordinated 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 Subordinated Debt Security is


 






    29 


     


    

 


transferred,
a new Subordinated 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 Subordinated Debt Security.
The new Subordinated 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 Subordinated Debt Security Register. A new Subordinated 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 Subordinated
Debt Security. The new Subordinated 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.


 


All Subordinated
Debt Securities with a Guarantee endorsed thereon issued upon any registration of transfer or exchange of Subordinated 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 Subordinated Debt Securities Indenture, as the Subordinated Debt Securities surrendered upon such registration
of transfer or exchange.


 


Every Subordinated
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 Subordinated
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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Subordinated
Debt Securities being redeemed in part.


 


Section 3.06.     
Mutilated, Destroyed, Lost and Stolen Subordinated Debt Securities. If any mutilated Subordinated 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 Subordinated Debt Security, authenticate and deliver in exchange therefor
a new Subordinated Debt


 






    30 


     


    

 


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 Subordinated 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 Subordinated 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 Subordinated Debt Security a new Subordinated Debt Security of the same
series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.


 


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


 


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


 


The provisions
of this Section, as amended or supplemented pursuant to this Subordinated 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 Subordinated 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 Subordinated Debt Securities, interest, if any, and any Additional Amounts
on any Subordinated 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.


 






    31 


     


    

 


In the case
of Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of such
series (or their respective 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of such
series and the Special Record Date therefor having been so given, such Default Interest on the Subordinated Debt Securities of
such series shall be paid in the case of Subordinated Debt Securities to the Persons in whose names such Subordinated Debt Securities
(or their respective Predecessor Securities) are registered in the Subordinated 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


 






    32 


     


    

 


(b)            The
Company may make payment of any Default Interest on the Subordinated Debt Securities of any series to the Persons in whose names
the Subordinated Debt Securities are registered in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Subordinated 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 Subordinated Debt Security delivered under this Subordinated Debt Securities Indenture
upon registration of transfer of or in exchange for or in lieu of any other Subordinated Debt Security shall carry the rights
to interest accrued and unpaid, and to accrue, which were carried by such other Subordinated Debt Security.


 


Section 3.08.     
Persons Deemed Owners. Prior to due presentment of a Subordinated 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 Subordinated Debt Security is registered as the owner of such Subordinated Debt Security 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 Subordinated Debt
Security and for all other purposes whatsoever, whether or not such Subordinated 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 Subordinated Debt Securities of any series shall be reflected on the books and records of
the Subordinated Debt Security Registrar.


 








None
of the Company, the Guarantor, the Trustee, the Paying Agent or the Subordinated 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 Subordinated Debt Securities or with respect to the delivery to any Agent Member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or
with respect to such Subordinated Debt Securities. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Subordinated Debt Securities and this Subordinated 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
Subordinated 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 Company, the Trustee, the Paying Agent and the Subordinated 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 Subordinated Debt
Securities Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and
additional amounts, if any, and





 
 






    33 


     


    

 


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 Subordinated 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.


 


Each
Holder and beneficial owner that acquires its Subordinated 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 Subordinated Debt Securities
Indenture and the Subordinated Debt Securities to the same extent as the Holders and beneficial owners of the Subordinated
Debt Securities that acquire the Subordinated 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 Subordinated Debt
Securities, including in relation to the Spanish Bail-in Power.


 


Section 3.09.     
Cancellation. All Subordinated 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 Subordinated Debt Securities previously
authenticated and delivered hereunder and all Subordinated Debt Securities so delivered shall be promptly cancelled by the Trustee.
No Subordinated Debt Securities shall be authenticated in lieu of or in exchange for any Subordinated Debt Securities cancelled
as provided in this Section, except as expressly permitted by the provisions of the Subordinated Debt Securities of any series
or pursuant to the provisions of this Subordinated Debt Securities Indenture. The Trustee shall deliver to the Company all cancelled
Subordinated Debt Securities held by the Trustee.


 


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


 






    34 


     


    

 


Section 3.11.     
CUSIP Numbers. The Company in issuing any series of the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities. The Company may, from time to time, without the consent of the Holders
of the Subordinated Debt Securities of any series, issue additional Subordinated Debt Securities (“Additional Subordinated
Debt Securities”) of one or more of the series of Subordinated Debt Securities issued under this Subordinated 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 Subordinated
Debt Securities; provided, however, that such Additional Subordinated Debt Securities will not have the same CUSIP, ISIN
or other identifying number as the outstanding Subordinated Debt Securities of such series unless the Additional Subordinated
Debt Securities are fungible with the Subordinated Debt Securities for U.S. federal income tax purposes. Any such Additional Subordinated
Debt Securities, together with the Subordinated Debt Securities of the applicable series, will constitute a single series of Subordinated
Debt Securities under this Subordinated Debt Securities Indenture and shall be included in the definition of “Subordinated
Debt Securities” in this Subordinated Debt Securities Indenture where the context requires.


 


Section 3.13.     
Correction of Minor Defects in or Amendment of Subordinated Debt Securities. If, after issuance of any Subordinated
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 Subordinated Debt Security or Global Security, as the case may be, or, with respect to
any Subordinated Debt Security (including any Global Security) issued on or after the date hereof, the Company, the Guarantor
and the Trustee agree to amend such Subordinated 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 Subordinated 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 Subordinated 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


 






    35 


     


    

 


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 Subordinated Debt Securities Indenture. This Subordinated Debt Securities Indenture
shall upon Company Request, cease to be of further effect with respect to Subordinated Debt Securities of any series (except as
to any surviving rights of registration of transfer or exchange of Subordinated 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 Subordinated Debt Securities Indenture with respect to the Subordinated Debt Securities of such series when:


 


(a)          
either


 


(i)           
all Subordinated Debt Securities of such series theretofore authenticated and delivered (other than (A) Subordinated Debt
Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section
3.06 and (B) Subordinated 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


 


(ii)           
all such Subordinated 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,


 


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 Subordinated Debt Securities denominated in Dollars) or Foreign Government
Securities (with respect to Subordinated Debt Securities denominated in the same Foreign Currency) maturing, in the case of (A)
and (B) above, as to principal and 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


 



    36 


     


    




 


its then customary
form, to pay, satisfy and discharge all claims with respect to such Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt
Securities Indenture with respect to the Subordinated 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 Subordinated Debt Securities which results in the cancellation,
or the conversion into other securities, of all the principal amount of, and interest on such Subordinated Debt Securities or
such Subordinated Debt Securities otherwise ceasing to be outstanding, the Subordinated Debt Securities Indenture shall be satisfied
and discharged as to such series.


 


Notwithstanding
any satisfaction and discharge of this Subordinated 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,
if cash, U.S. Government Obligations and/or Foreign Government Securities shall have been deposited with the Trustee pursuant
to subclause ‎4.01(a)(ii) of clause ‎4.01(a)
of this Section, the obligations of the Trustee under ‎Section
4.02 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 Subordinated Debt Securities of or within a series under subsection (b) of this Section 4.02 or (ii) covenant
defeasance of the Subordinated 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 Subordinated Debt Securities), shall be applicable to such Subordinated Debt Securities, and the Company
or the Guarantor may at its option by Company Order, at any time, with respect to such Subordinated Debt Securities, and the Guarantees
thereof, elect to have Section 4.02(b) (if applicable) or Section 4.02(c) (if applicable) be applied to such Outstanding Subordinated
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 Section 4.02(b) with
respect to any Subordinated Debt Securities of or


 






    37 


     


    

 





within
a series and the Guarantees thereof, the Company shall be deemed to have been discharged from its obligations with respect to
such Outstanding Subordinated 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 Subordinated Debt Securities and the Guarantor
shall be deemed to have satisfied all of its obligations under this Subordinated Debt Securities Indenture and with respect
to the Guarantees relating to such Subordinated Debt Securities, and such Subordinated 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 Subordinated 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 Subordinated Debt Securities, the
Guarantees thereof and this Subordinated Debt Securities Indenture insofar as such Subordinated 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 Subordinated Debt 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, if any, and Additional Amounts on such Subordinated Debt Securities when
such payments are due, (ii) the Company’s and the Guarantor’s obligations with respect to such Subordinated 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 Subordinated Debt Securities as contemplated by Section 10.04, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Section 4.02. The Company or the Guarantor may exercise
its option under this Section 4.02(b) notwithstanding the prior exercise of its option under subsection (c) of this Section
4.02 with respect to such Subordinated Debt Securities.


 


(c)            
Upon the Company’s or the Guarantor’s exercise of the above option applicable to this Section 4.02(c) with
respect to any Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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


 






    38 


     


    

 


herein
or in any other document and such omission to comply shall not constitute a default or an Event of Default, but, except as specified
above, the remainder of this Subordinated Debt Securities Indenture and such Subordinated 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 Subordinated
Debt 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 Subordinated Debt Securities, (A) an amount in Dollars or in such Foreign Currency
in which such Subordinated Debt Securities are then specified as payable at Stated Maturity, or (B) U.S. Government Obligations
applicable to such Subordinated Debt Securities (determined on the basis of the Currency in which such Subordinated 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 Subordinated 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 discharge, (y) the principal
of (and premium, if any) and interest, if any, on such outstanding Subordinated 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 Subordinated Debt Securities on the day on which such payments are due and payable in
accordance with the terms of this Subordinated Debt Securities Indenture and of such Subordinated Debt Securities.


 


(ii)          
Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this
Subordinated Debt Securities 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 Subordinated 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


 






    39 


     


    

 


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 Subordinated 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
Subordinated 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 Subordinated
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).


 


(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 Section 4.02(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.


 






    40 


     


    

 


(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 Section 4.02(e), the “Trustee”) pursuant to subsection (d) of Section 4.02
in respect of any Outstanding Subordinated Debt Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Subordinated Debt Securities and this Subordinated 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 Subordinated 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 Subordinated Debt Security pursuant to Section 3.01, if, after a deposit
referred to in Section 4.02(d)(i) has been made, (i) the Holder of a Subordinated 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 Subordinated Debt Security to receive payment
in a Currency other than that in which the deposit pursuant to Section 4.02(d)(i) has been made in respect of such Subordinated
Debt Security, or (ii) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 4.02(d)(i)
has been made, the indebtedness represented by such Subordinated 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), interest, if any, and
Additional Amounts, if any, on such Subordinated 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
Subordinated Debt Security into the Currency in which such Subordinated Debt 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.


 


(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


 






    41 


     


    

 


Foreign
Government Securities shall be applied by it, in accordance with the provisions of the Subordinated Debt Securities of such series,
and this Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture, the Subordinated 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 Subordinated
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 Subordinated Debt Securities to receive such payment from the money or U.S. Government Obligations held
by the Trustee or such Paying Agent.


 


Article
5

Remedies


 


Section 5.01.     
Events of Default. (a) Except as otherwise provided pursuant to Section 3.01, if any of the following events occurs
and is continuing with respect to the Subordinated Debt Securities of any series it shall constitute an “Event of Default”:


 


(i)            Non-payment:
default is made in the payment of any interest or principal due in respect of the Subordinated 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).


 


(ii)          
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 subordinated debt securities
of that series or a merger with another institution in this case even without being


 






    42 


     


    

 


approved
by Holders of the Subordinated 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).


 


(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 Subordinated 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.     
Enforcement of Remedies. (a) If an Event of Default occurs as set forth in paragraph (a)(i) of Section 5.01, then
the Trustee or the Holders of at least 25% in outstanding principal amount of the Subordinated Debt Securities of that series
may institute proceedings for the winding up or dissolution of the Company or the Guarantor but may take no further action in
respect of such default.


 


(b)            
If an Event of Default occurs as set forth in paragraph (a)(ii) of Section 5.01, then the Trustee or the Holders of at
least 25% in outstanding principal amount of the Subordinated Debt Securities of that series may declare such Subordinated Debt
Securities of such series immediately due and payable whereupon the Subordinated Debt Securities of such series shall, when permitted
by applicable Spanish insolvency law, become immediately due and payable at their Early Termination Amount together with all interest
(if any) accrued thereon.


 


(c)             Without
prejudice to paragraphs (a)(i) and (a)(ii) of Section 5.01, the Trustee or the holders of at least 25% in outstanding
principal amount of the Subordinated Debt Securities of any series may at their discretion and without further notice,
institute such proceedings against the Company or the Guarantor as they may think fit to enforce any obligation, condition or
provision binding on the Company or the Guarantor under the Subordinated Debt Securities of such series, provided that,
except as provided in Section 5.01(a)(ii) winding-up above, neither the Company nor the Guarantor shall as a consequence of such
proceedings be obliged to pay any sum or sums representing or measured by reference to principal or interest in respect of
the Subordinated Debt Securities of such series sooner than the same would otherwise have been payable by it or
any damages.


 


Section 5.03.     
Collection of Indebtedness and Suits for Enforcement by the Trustee. (a) If an Event of Default with respect to
the Subordinated 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 the Subordinated 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


 






    43 


     


    

 


any
covenant or agreement in this Subordinated 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, provided that, except as provided in (ii) of Section 5.02 above, neither the Company nor the Guarantor
shall as a consequence of such proceedings be obliged to pay any sum or sums representing or measured by reference to principal
or interest in respect of the Subordinated Debt Securities of such series sooner than the same would otherwise have been payable
by it or any damages.


 


The Holders
of Subordinated 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 Subordinated Debt Securities or this Subordinated Debt Securities Indenture (or
between the obligations under or in respect of any Subordinated Debt Securities and any liability owed 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 Subordinated Debt Securities, including under the Guarantee
thereon, shall not be an Event of Default in respect of such Subordinated Debt Securities or Guarantee, as applicable, if such
payment is withheld or refused and the Company or the Guarantor, as applicable, deliver an Opinion of Counsel concluding that
such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competent
jurisdiction, 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 Subordinated 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 Subordinated Debt Securities Indenture, or in any
Subordinated 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 Guarantee), 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,


 






    44 


     


    

 


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 Subordinated Debt Securities Indenture and the issue of the Subordinated Debt Securities
of a series, and the endorsement of the Guarantee 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 Subordinated 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 amalgamation or reconstruction
not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Subordinated 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; provided that the Company or the Guarantor, as the case may be, shall not, as a result of the bringing
of such proceedings, be obliged to pay any sum representing or measured by reference to principal, premium or interest on the
Subordinated Debt Securities sooner than the same would otherwise have been payable by it. 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 Subordinated 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 Subordinated Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting
any Subordinated Debt Securities or the rights of any Holder of any Subordinated Debt Security or to authorize the Trustee to
vote in respect of the claim of any such Holder in any such proceeding.


 


The provisions
of this ‎Section 5.04 are subject to the provisions of ‎Article
12.


 


Section 5.05.     
Trustee May Enforce Claims Without Possession of Subordinated Debt Securities. All rights of action and claims under
this Subordinated Debt Securities Indenture or the Subordinated Debt Securities may be prosecuted and enforced by the


 






    45 


     


    

 


Trustee
without the possession of any of the Subordinated 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 (subject, with regard to the Company, to the provisions of ‎Article
12, and with regard to the Guarantor, to the provisions of ‎Section
13.02) be for the ratable benefit of the Holders of the Subordinated 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 Subordinated Debt Securities Indenture,
in respect of any series of Subordinated Debt Securities shall, subject to the provisions of ‎Section
5.03 in relation to waiver and set-off, ‎Article 12 in relation
to subordination and ‎Section 13.02 in relation to subordination
of the Guarantee, 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
Subordinated Debt Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 


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


 


SECOND:
Subject to Section 12.01, 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 Subordinated 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 Subordinated 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 Subordinated Debt Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Subordinated 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 Subordinated
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 Subordinated Debt Securities of such
series shall have made written request


 






    46 


     


    

 


to
the Trustee to institute proceedings in accordance with ‎5.02 to ‎5.05 hereof in respect of such Event of
Default in its own name, as Trustee hereunder;


 


(c)             such
Holder of a Subordinated 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 Subordinated Debt Securities of such series;


 


it being understood and intended
that no one or more Holders of Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture, except in the manner herein provided
and for the equal and ratable benefit of all Holders of Subordinated Debt Securities of such series.


 


Section 5.08.     
Unconditional Right of Holders to Receive Principal, Premium and Interest, if any, and Additional Amounts. Subject
to ‎Article 12 in relation to subordination of Subordinated
Debt Securities and ‎Section 13.02 in relation to subordination
of the Guarantee, and notwithstanding any other provision in this Subordinated Debt Securities Indenture, the Holder of any Subordinated
Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium,
if any) and interest, if any, and Additional Amounts on such Subordinated Debt Security on the respective Stated Maturities as
expressed in such Subordinated 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 Subordinated Debt Security has instituted
any proceeding to enforce any right or remedy under this Subordinated 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 Subordinated 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 Subordinated Debt Securities shall continue as though no such proceeding had been instituted.


 






    47 


     


    

 


Section 5.10.     
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Subordinated Debt Securities in the last paragraph of ‎Section
3.06 and without prejudice to ‎Section 5.02, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Subordinated 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, subject as aforesaid, 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
Debt Securities of such series, provided that


 


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


 


(b)            
the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Subordinated
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


 






    48 


     


    

 


Subordinated
Debt Securities of any series may on behalf of the Holders of all the Subordinated 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 Subordinated
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 Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture agree, and each Holder of any
Subordinated 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 Subordinated 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
Subordinated 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 Subordinated Debt Security on or after the respective Stated Maturities
expressed in such Subordinated 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 Subordinated Debt
Securities Indenture, and no implied covenants or obligations shall be read into this Subordinated 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


 






    49 


     


    

 


opinions
expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated
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 Subordinated 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 Subordinated 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 Subordinated 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 paragraph (c) shall not be construed to limit the effect of paragraphs (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 Subordinated 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 Subordinated Debt Securities Indenture with
respect to the Subordinated Debt Securities of such series.


 


(d)            
No provision of this Subordinated 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 Subordinated 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 Subordinated Debt Securities hereunder, the


 






    50 


     


    

 


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 Subordinated Debt Securities Indenture.
The Company or the Guarantor shall be responsible for the payment of any and all amounts due under the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of such series.


 


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


 


(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 a 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 Subordinated 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


 






    51 


     


    

 


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 conclusive reliance thereon;


 


(e)             the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Subordinated
Debt Securities Indenture at the request or direction of any of the Holders pursuant to this Subordinated 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;


 


(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 Subordinated Debt Securities Indenture,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(i)            
anything in this Subordinated 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


 






    52 


     


    

 


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
Subordinated Debt Securities and/or this Subordinated 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 Subordinated
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 Subordinated 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 Subordinated Debt Securities. The recitals contained herein and in the Subordinated 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 responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Subordinated Debt Securities Indenture or of
the Subordinated Debt Securities, except that the Trustee represents and warrants that it has duly authorized, executed and
delivered this Subordinated Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Subordinated Debt Securities or the proceeds thereof. The Trustee shall not be
responsible to make any calculation with respect to any matter under this Subordinated 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 Subordinated Debt Securities Indenture. No provision of this Subordinated 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


 






    53 


     


    

 


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 Subordinated Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Subordinated
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 Subordinated Debt Securities and, subject to ‎6.09
and ‎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, Subordinated 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 Subordinated 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 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


 






    54 


     


    

 


powers
or duties hereunder, or in connection 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 Subordinated 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 Subordinated 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 Subordinated
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 Subordinated Debt Securities, the satisfaction and discharge of this Subordinated
Debt Securities Indenture, the resignation or removal of the Trustee, the termination for any reason of this Subordinated 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 Subordinated 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


 






    55 


     


    

 


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 Subordinated 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 Subordinated
Debt Securities of such series.


 


(c)            
The Trustee may be removed at any time with respect to the Subordinated Debt Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Subordinated 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
Subordinated Debt Securities of such series.


 


(d)            
If at any time:


 


(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 Subordinated 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 Subordinated Debt Security for
at least six months, or


 






    56 


     


    

 


(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 Subordinated 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 Subordinated 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 Subordinated
Debt Security for at least six months (and, in the case of ‎Section
6.11(d)(i) above, who is a Holder of a Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of such series
(it being understood that any successor Trustee may be appointed with respect to the Subordinated 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 Subordinated 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 Subordinated
Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Subordinated
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 Subordinated 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 Subordinated Debt
Securities of any series shall have been so appointed by the Company or the Holders of Subordinated Debt Securities of such series
and accepted appointment in the manner hereinafter required by ‎Section 6.12, any Holder who has been a bona fide Holder
of a Subordinated 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 Subordinated 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 Subordinated
Debt Securities of any series and each appointment of a successor Trustee with respect to the Subordinated Debt Securities


 






    57 


     


    

 


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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
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 Subordinated 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 Subordinated Debt Securities of such series to which the


 






    58 


     


    

 


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 paragraph
(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 to 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 Subordinated
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 Subordinated Debt Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Subordinated 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 Subordinated 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 Subordinated Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate
Subordinated 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 Subordinated Debt Securities, and Subordinated Debt Securities so authenticated
shall be entitled to the benefits of this Subordinated 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 Subordinated Debt Securities Indenture to the
authentication and delivery of Subordinated Debt Securities by the Trustee or the Trustee’s certificate of 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


 






    59 


     


    

 


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 Subordinated 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 Subordinated 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:


 


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


 


	THE BANK OF NEW YORK MELLON, as Trustee
	 
	 
	By:	 
	 	as Authenticating Agent



	By:	 
	 	Authorized Signatory




    60 


     


    
 


Section
6.16.  Appointment of Additional Trustees. The Company and the Guarantor may appoint a Trustee for a particular
series of Subordinated Debt Securities other than the Trustee named in the first paragraph of this Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture with respect to the Subordinated Debt Securities of such
series.


 


Section 6.17.  
Tax Withholding. Any amounts to be paid by the Company on the Subordinated 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 Subordinated Debt Securities
and the Subordinated 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 Subordinated
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.


 


 




    61 


     


    

 


Article
7

Holders Lists and Reports by Trustee and Company


 


Section 7.01.     
The Company or the Guarantor to Furnish Trustee Names and Addresses of Holders. The Company (or the Guarantor, if
applicable) with respect to any series of Subordinated 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 Subordinated Debt Securities and Subordinated 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 Subordinated 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 Subordinated Debt Securities so long as the Trustee acts as Subordinated Debt Security
Registrar with respect to such series of Subordinated 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 Subordinated 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 Subordinated Debt Securities of any series to communicate with other Holders with respect
to their rights under this Subordinated Debt Securities Indenture or under the Subordinated 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 Subordinated 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 ‎Section 7.02(b)
or otherwise made pursuant to the Trust Indenture Act.


 


Section 7.03.     
Reports by Trustee.


 






    62 


     


    

 


(a)            
On or before May 15 in each year following the date hereof, so long as any Subordinated Debt Securities are Outstanding
hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act a 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 Subordinated Debt Securities are listed, with the Commission and with
the Company and the Guarantor. The Company will notify the Trustee when Subordinated 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 ‎Article 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 ‎Article
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 Subordinated 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


 






    63 


     


    

 


any
information, documents and reports required to be filed by the Company pursuant to paragraphs (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 Subordinated Debt Securities of any series Outstanding under this Subordinated 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) and interest and Additional Amounts, if any,
on all the Subordinated Debt Securities in accordance with the provisions of such Subordinated Debt Securities and this Subordinated
Debt Securities Indenture and, in the case of the Guarantor, the guarantee provision in Article 13, and the performance of every
covenant of this Subordinated 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


 






    64 


     


    

 


indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with; and


 


(d)            
if the successor entity is not the Guarantor, the Guarantor shall, by amendment to the Subordinated Debt Securities Indenture,
unconditionally guarantee all of the obligations of such successor entity under the Subordinated Debt Securities of such series
and the Subordinated 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 and Section 5.01 above, Additional Amounts under the Subordinated 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 Subordinated 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 and Section 5.01 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 the 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 Subordinated Debt Securities Indenture or the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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


 






    65 


     


    

 


amendment
to the Subordinated Debt Securities Indenture, unconditionally guarantee (such guarantee shall be given on a basis
consistent with  Article Twelve hereof) all of the obligations of such successor entity under the Subordinated Debt
Securities of such series and the Subordinated Debt Securities Indenture as so modified by such amendment;


 


(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 Subordinated Debt Securities Indenture with respect to any such Subordinated Debt Securities with the same
effect as if such successor entity had been named as the Company in this Subordinated 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 Subordinated Debt Securities except as described in the following paragraph.


 


Any Subordinated
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 Subordinated 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.


 






    66 


     


    

 


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 of the Company and Guarantor, as the case may be, 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:


 


(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 Subordinated 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 Subordinated
Debt Securities (and, if such covenants are to be for the benefit of fewer than all series of Subordinated 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 Subordinated Debt Securities Indenture, or any supplemental indenture,
provided that any such change or elimination shall become effective only when there is no outstanding Subordinated 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 Subordinated Debt Securities;


 


(f)            
to establish the form or terms of Subordinated Debt Securities of any series as permitted by ‎Section 2.01 or
‎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 Subordinated
Debt Securities of one or more series and to add to or change any of the provisions of this Subordinated 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 Subordinated Debt Securities Indenture as permitted by ‎Section
1.08;


 






    67 


     


    

 


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


 


(l)            
with respect to any Subordinated Debt Security (including a Global Security) issued on or after the date hereof, to amend
any such Subordinated Debt Security to conform to the description of the terms of such Subordinated Debt Security in the prospectus,
prospectus supplement, product supplement, pricing supplement or any other similar offering document related to the offering of
such Subordinated 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 Subordinated Debt Securities of each series affected by such supplemental Subordinated
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 Subordinated Debt Securities Indenture or of modifying in any manner the rights of the Holders of Subordinated Debt Securities
of such series under this Subordinated Debt Securities Indenture; provided, however, that no such supplemental indenture may,
without the consent of the Holder of each Outstanding Subordinated Debt Security affected thereby,


 


(a)            
change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Subordinated
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 Subordinated Debt Securities, or the currency of payment of the principal
amount of, premium, if any, or interest on, any such Subordinated 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 Subordinated 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 Subordinated Debt Securities Indenture or of certain defaults hereunder
and their consequences) provided for in this Subordinated Debt Securities Indenture; or


 






    68 


     


    

 


(c)             modify
the subordination provisions of Article 12 or Section 13.02; or


 


(d)            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
Subordinated Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Subordinated Debt Security affected thereby; provided, however, 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 Sections 6.12(b) and 9.01(j); or


 


(e)           
change in any manner adverse to the interests of the Holders of any Subordinated Debt Securities, the subordination provisions
of the Subordinated Debt Securities or 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 Subordinated 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 Subordinated Debt Securities Indenture which has
expressly been included solely for the benefit of one or more particular series of Subordinated Debt Securities, or which modifies
the rights of the Holders of Subordinated Debt Securities of such series with respect to such covenant or other provision, shall
be deemed not to affect the rights under this Subordinated Debt Securities Indenture of the Holders of Subordinated 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 Subordinated 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 Subordinated
Debt Securities Indenture and that such supplemental indenture constitutes a legal, valid and binding obligation of the Company
and 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 Subordinated Debt Securities Indenture
or otherwise.


 


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


 






    69 


     


    

 


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 Subordinated Debt Securities to Supplemental Indentures. Subordinated Debt Securities of any series
authenticated and delivered after the execution of 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 shall so determine, new Subordinated 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 Subordinated Debt Securities may be authenticated and delivered
by the Trustee in exchange for Outstanding Subordinated 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 Subordinated Debt Securities that it
will (subject to ‎Section 3.07 and to the subordination provisions in Article 12 and Section 13.02) duly and punctually
pay to the Holders the principal of (and premium, if any) and interest, if any, and Additional Amounts on the
Subordinated Debt Securities of that series in accordance with the terms of the Subordinated Debt Securities and this
Subordinated 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 Subordinated 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 Subordinated Debt Securities an office or agency where Subordinated Debt Securities of that series may be presented or surrendered
for payment, where Subordinated 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 Subordinated Debt Securities of that series
and this Subordinated Debt Securities Indenture may be served; provided, however, that at the option of the Company in the case
of definitive Subordinated 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 Subordinated Debt Security Register. With respect to
the Subordinated 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 Subordinated
Debt Securities of any series and this Subordinated Debt Securities Indenture may be served. The Company and the


 






    70 


     


    

 


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.


 


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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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;


 






    71 


     


    

 


(b)           
give the Trustee notice of any default by the Company (or the Guarantor or any other obligor upon the Subordinated 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 Subordinated 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.


 


The Company
may at the time, for the purpose of obtaining the satisfaction and discharge of this Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of the particular series of such amounts as would have been received by them had no such withholding
or deduction been required. 


 






    72 


     


    

 


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


 


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


 


(ii)           to,
or to a third party on behalf of, a Holder in respect of whose series of Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt Securities of such series do not comply with exemption requirements specified
in the Reply to a Consultation of the Directorate General


 






    73 


     


    

 


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 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 Subordinated Debt Securities, notice to that effect shall have been duly given to the Holders of the relevant series of Subordinated
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 Subordinated 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 Subordinated 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 (Capital Disqualification
Event), Early Redemption Amount (Call) 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 Section 3.01.


 


Unless the
context requires otherwise, any references in this Subordinated Debt Securities Indenture to payment of principal of or interest
on a Subordinated Debt


 






    74 


     


    

 


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 Subordinated 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 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 Subordinated 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,
each of 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 Subordinated Debt Securities relating to any original issue discount, including, without
limitation, Form 8821, Form 1099-OID or any successor forms.


 






    75 


     


    

 


Article
11

Redemption of Subordinated Debt Securities


 


Section 11.01. 
Applicability of Article. Subordinated Debt Securities of any series shall be redeemable in accordance with their
terms and (except as otherwise specified pursuant to ‎Section
3.01 for Subordinated Debt Securities of any series) in accordance with this ‎Article
11. Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable law. The Subordinated Debt Securities of any series may not be redeemed in whole or in part at the option of the Holder thereof.


 


Section 11.02. 
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Subordinated Debt Securities shall
be evidenced by a Board Resolution. Unless otherwise provided as contemplated by ‎Section
3.01 with respect to any series of Subordinated Debt Securities, the Company shall, at least 30 days prior, but
not nor 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 Subordinated Debt Securities of such series
to be redeemed and, if applicable, the tenor of the Subordinated Debt Securities to be redeemed. In the case of any redemption
of Subordinated Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in
the terms of such Subordinated Debt Securities or elsewhere in this Subordinated Debt Securities Indenture, the Company shall
furnish the Trustee with respect to such Subordinated Debt Securities with an Officer’s Certificate evidencing compliance
with or waiver of such provision.


 


Section 11.03. 
Selection by Trustee of Subordinated Debt Securities to Be Redeemed. Unless otherwise provided as contemplated by
‎Section 3.01 with respect to any series of Subordinated Debt
Securities, if fewer than all the Subordinated Debt Securities of any series are to be redeemed, the particular Subordinated Debt
Securities to be redeemed shall be selected not less than 30 days nor more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Subordinated 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 Subordinated Debt Securities of that series or any multiple thereof) of the
principal amount of Subordinated Debt Securities of such series of a denomination larger than the minimum authorized denomination
for Subordinated Debt Securities of that series.


 


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


 


For all purposes
of this Subordinated Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption
of Subordinated Debt


 






    76 


     


    

 


Securities
shall relate in the case of any Subordinated Debt Securities redeemed or to be redeemed only in part, to the portion of the principal
amount of such Subordinated 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 Subordinated
Debt Securities, notice of redemption shall be given not less than 30 days nor more than 60 days prior to the
Redemption Date to each Holder of Subordinated 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 Subordinated Debt Securities subject to redemption;


 


(b)            
the Redemption Date;


 


(c)            
the Redemption Price,


 


(d)            
if fewer than all the Outstanding Subordinated Debt Securities of any series are to be redeemed, the principal amount of
the Subordinated Debt Securities to be redeemed, (except in the case of a redemption pursuant to Section 11.08 or 11.09, which
must be a redemption in full)


 


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


 


(f)            
the place or places where such Subordinated 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 Subordinated Debt Securities.


 





Any 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 Subordinated 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 Subordinated 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


 






    77 


     


    

 


Date)
accrued but unpaid interest on, all the Subordinated Debt Securities which are to be redeemed on that date.


 


Section 11.06. 
Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the
Subordinated 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 Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security
for redemption in accordance with said notice, such Subordinated 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 Subordinated 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 Subordinated Debt Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular or Special Record Date according to the terms of the Subordinated Debt Securities and the provisions of
‎Section 3.07. Subordinated Debt Securities in definitive
form shall be presented for redemption to the Paying Agent.


 


If any Subordinated
Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security
shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions
of ‎Section 3.07.


 


Section 11.07. 
Subordinated Debt Securities Redeemed in Part. Any Subordinated 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 Subordinated Debt Security without service charge, a new Subordinated Debt
Security or Subordinated 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 Subordinated Debt Security so surrendered.
If a Global Security is surrendered, the new Subordinated Debt Security will also be a Global Security.


 


Section 11.08. 
Optional Redemption Due to Changes in Tax Treatment. Unless otherwise provided as contemplated by ‎Section
3.01 with respect to any series of Subordinated Debt Securities, if, in relation to the Subordinated 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 Subordinated Debt Securities of


 






    78 


     


    

 


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 Subordinated Debt Securities or the value of such deduction to
the Company would be materially reduced or (c) the applicable tax treatment of the Subordinated 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 and a copy of the Regulator’s consent to the
redemption, the Company may, at its option and having given no less than 30 nor more than 60 days’ notice (ending, in
the case of Subordinated Debt Securities which bear interest at a floating rate, on a day upon which interest is payable) to
the Holders of the Subordinated 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 Subordinated Debt Securities of such series (in accordance
with the requirements of Applicable Banking Regulations in force at the relevant time) 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 pursuant to Section 3.01), together with accrued interest (if any)
thereon; provided, however, that (i) in the case of (a) above, no such notice of redemption may be given earlier than 90 days
(or, in the case of Subordinated 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 applicable to the Subordinated 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 Subordinated Debt Securities of such series
then due and (ii) redemption for taxation reasons pursuant to this Section 11.08 may only take place in accordance
with Applicable Banking Regulations in force at the relevant time and is subject to the prior consent of the Regulator
with respect to the Subordinated Debt Securities of such series.


 


Section 11.09. 
Optional Redemption For Capital Disqualification Event. Unless otherwise provided as contemplated by ‎Section
3.01 with respect to any series of Subordinated Debt Securities, if, in relation to the Subordinated Debt Securities of any series,
(i) there is a change in Spanish law, Applicable Banking Regulations or any change in the application or official interpretation
thereof that the Company or the Guarantor determines results or is likely to result in the entire outstanding aggregate principal
amount of Subordinated Debt Securities of such series ceasing to be included in, or counting towards, the Guarantor’s and/or
the Group’s Tier 2 Capital 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 Guarantor stating that the said circumstances
prevail and describing the facts leading thereto and a copy of the Regulator’s consent to the redemption, the Company may,
at its option and having given no less than 30 nor more than 60 days’ notice (ending, in the case of Subordinated


 






    79 


     


    

 


Debt
Securities which bear interest at a floating rate, on a day upon which interest is payable) to the holders of the
subordinated 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 Subordinated Debt Securities of such series in accordance with the requirements
of Applicable Banking Regulations in force at the relevant time) at their early capital disqualification event redemption
amount (the “Early Redemption Amount (Capital Disqualification Event)”) (which shall be their principal amount or
at such other Early Redemption Amount (Capital Disqualification Event) except as may be specified in or determined
pursuant to Section 3.01), together with accrued interest (if any) thereon; provided, however, that the Regulator consents
to redemption of the Subordinated Debt Securities of such series.


 


Redemption
for regulatory reasons is subject to the prior consent of the Regulator and may only take place in accordance with Applicable
Banking Regulations in force at the relevant time.


  







Section 11.10. 
Optional Early Redemption (Call). Unless otherwise provided as contemplated by ‎Section
3.01 with respect to any series of Subordinated Debt Securities, the Company may, upon the expiration of the appropriate notice
pursuant to Section 11.04, and subject, to the prior consent of the Regulator, redeem in whole (but not, except as otherwise specified
pursuant to Section 3.01, in part) the Subordinated Debt Securities of such 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 be specified in or determined pursuant to Section 3.01), together with accrued interest (if any) thereon.










 


Redemption
at the option of the Company pursuant to this Section 11.10 is subject to the prior consent of the Regulator and may only take
place in accordance with Applicable Banking Regulations in force at the relevant time.


 











If the Subordinated
Debt Securities of any series are to be redeemed in part only on any date in accordance with this ‎Section
11.10, the Subordinated 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 Subordinated 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 Subordinated Debt Securities of any such series may be cleared and of any listing authority,
stock exchange and/or quotation system on which the Subordinated Debt Securities of such series may be listed and/or quoted.



 


Section 11.11. 
Repurchase of Subordinated Debt Securities. Unless otherwise provided as contemplated by ‎Section
3.01 with respect to the any series of Subordinated Debt Securities, the Company, Guarantor and any of their respective subsidiaries
or any third party designated by any of them, may, in accordance with Applicable Banking Regulations, at any time repurchase Subordinated
Debt Securities of any series in the open market or otherwise and at any price.


  


Article
12

Subordination of Subordinated Debt Securities


 


Section 12.01. 
Subordinated Debt Securities Subordinate to Claims of Senior Creditors.  The Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of the Subordinated Debt Securities of any series by his acceptance thereof,
likewise covenants and agrees, that the Subordinated Debt Securities of such series constitute direct, unconditional, subordinated
and unsecured obligations of the Company and, upon the insolvency of the Company (and unless they qualify as more subordinated
claims pursuant to the Spanish Insolvency Law or equivalent legal provisions which


 






    80 


     


    

 


replace
them in the future, and subject to any applicable legal and statutory exceptions) rank, under Article 92.2 of the Spanish Insolvency
Law (or equivalent legal provisions which replace, substitute or amend it in the future) pari passu without preference
or priority among themselves and:


 





(i)           
senior to (1) those contractually subordinated obligations of principal related to instruments qualifying as Tier 1 Capital
of the Guarantor, (2) those subordinated obligations which qualify as subordinated claims pursuant to Articles 92.3 to 92.7 of
the Spanish Insolvency Law or equivalent legal provisions which replace them in the future and (3) any other subordinated obligations
which by law or their terms, and to the extent permitted by Spanish law, rank junior to the subordinated debt securities of such
series;


 


(ii)           
pari passu with all of the Company’s other contractually subordinated obligations of principal related to
instruments qualifying as Tier 2 Capital of the Guarantor; and


 


(iii)          junior to any non-subordinated obligations of the Company, any Senior Subordinated Obligations and any claim on the Company
that becomes subordinated as a consequence of article 92.1o of the Spanish Insolvency Law.


 


The provisions
of this ‎Article 12 shall apply only to rights or claims payable
under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges,
expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under ‎Section
 6.08 hereof, or the rights and remedies of the Trustee in respect thereof.


 


The Company
agrees with respect to any series of Subordinated Debt Securities and each Holder of Subordinated Debt Securities of any series,
by his or her acquisition of a Subordinated Debt Security will be deemed to have agreed to the subordination as described in this
Section 12.01. Each such Holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise
be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Subordinated
Debt Security. In addition, each holder of Subordinated Debt Securities of any series by his or her acquisition of such Subordinated
Debt Securities authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate
to effectuate the subordination of the such Subordinated Debt Securities as provided in this Subordinated Debt Securities Indenture
and appoints the Trustee his attorney-in-fact for any and all such purposes.





 


Section 12.02. 
Status of the Subordinated Debt Securities. The Subordinated Debt Securities of any series constitute direct, unconditional,
subordinated and unsecured obligations of the Company.


 


Section 12.03. 
Provisions Solely to Define Relative Rights. The provisions of this ‎Article
12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Debt Securities
of each series on the one hand and the


 






    81 


     


    

 


Senior
Creditors on the other hand. Nothing contained in this Article or elsewhere in this Subordinated Debt Securities Indenture or
in such Subordinated Debt Securities is intended to or shall (a) impair, as among the Company and the Holders of the Subordinated
Debt Securities, the obligation of the Company or the Guarantor, which is absolute and unconditional, to pay to the holders of
such claims the principal of, premium, if any, and interest, if any, on such Subordinated Debt Securities as and when the same
shall become due and payable in accordance with their terms and the terms of the subordinated guarantee and this Subordinated
Debt Securities Indenture; or (b) affect the relative rights against the Company or the Guarantor of the Holders of such Subordinated
Debt Securities; or (c) prevent the Trustee or the Holder of any Subordinated Debt Securities of the series from exercising all
remedies otherwise permitted by applicable law upon default under this Subordinated Debt Securities Indenture, subject to the
rights, if any, under this Article of the Senior Creditors to receive cash, property or securities otherwise payable or deliverable
to the Trustee or such holder.


 


Section 12.04. 
Trustee to Effectuate Subordination. Each Holder of a Subordinated Debt Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of
the Subordinated Debt Securities provided in this Article 12 and appoints the Trustee his attorney-in-fact for any and all such
purposes.


 


Section 12.05. 
Trustee Not Fiduciary for Senior Creditors. With respect to the Senior Creditors, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set forth in this Subordinated Debt Indenture, and
no implied covenants or obligations with respect to the Senior Creditors shall be read into this Subordinated Debt Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the Senior Creditors and shall not be liable to any
such holders if it shall  mistakenly pay over or distribute to Holders of Subordinated Debt Securities of the series or to the
Company or to any other Person cash, property or securities to which any Senior Creditors shall be entitled by virtue of this
Article or otherwise.


 


Section 12.06. 
Rights of Trustee as Senior Creditor; Preservation of Trustee’s Rights. The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article with respect to any claims of Senior Creditors which may at any
time be held by it, to the same extent as any other Senior Creditor, and nothing in this Subordinated Debt Securities Indenture
or the Trust Indenture Act shall deprive the Trustee of any of its rights as such holder.


 


Nothing in
this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06 and ‎Section
6.08.


 


Section 12.07. 
Article Applicable to Paying Agents. At all times when a Paying Agent other than the Trustee shall have been appointed
by the Company or the Guarantor and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending to and including such


 






    82 


     


    

 


Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition
to or in place of the Trustee; provided, however, that ‎Section
12.06 shall not apply to the Company, the Guarantor or any Affiliate of the Company or the Guarantor if the Company or the Guarantor
or such Affiliate acts as Paying Agent.


 


Article
13

Guarantee


 


Section 13.01. 
The Guarantee. The Guarantor hereby unconditionally guarantees to each Holder of a Subordinated Debt Security the
due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated
Debt Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such
Subordinated Debt Security and any and all amounts due under this Subordinated Debt Securities Indenture, including as may be
modified pursuant to exercise of the Bail-in Power under Article 14 of the Subordinated Debt Securities 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 such Subordinated Debt Security and of this Subordinated Debt Securities Indenture. In case of the failure of
the Company to punctually pay any such principal, premium, interest, Additional Amounts or sinking fund payment and any and all
amounts due and owing under this Subordinated Debt Securities Indenture (including, but not limited to, the fees, expenses and
indemnities of the Trustee), the Guarantor hereby agrees to 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.


 


Section 13.02. 
Subordination of the Guarantee. The Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities by his acceptance thereof, likewise covenants and agrees, that the obligations of the Guarantor with respect
to any series of subordinated debt securities constitute direct, unconditional, subordinated and unsecured obligations of the
Guarantor which, upon the insolvency of the Guarantor (and unless they qualify as more subordinated claims pursuant to the Spanish
Insolvency Law or equivalent legal provision which replace them in the future, and subject to any applicable legal and statutory
exceptions) shall rank, under Article 92.2 of the Spanish Insolvency Law (or equivalent legal provisions which replace, substitute
or amend it in the future),


 


(i)            senior
to (1) contractually subordinated obligations of principal related to instruments qualifying as Tier 1 Capital of the
Guarantor, (2) those subordinated obligations which qualify as subordinated claims pursuant to Articles 92.3 to 92.7 of
the Spanish Insolvency Law or equivalent legal provisions which replace them in the future and  (3) any other subordinated obligations which by law or their
terms, and to the extent permitted by Spanish law, rank junior to the Guarantor’s obligations under the subordinated
guarantees;


 






    83 


     


    

 


(ii)           
pari passu with all other contractually subordinated obligations of principal related to instruments qualifying
as Tier 2 Capital of the Guarantor and any other subordinated obligations which by law and/or their terms, and to the extent permitted
by Spanish law, rank pari passu with the Guarantor’s obligations under the subordinated guarantee; and


 


(iii)          
junior to any non-subordinated obligations of the Guarantor, any other subordinated obligations which by law and/or their
terms, and to the extent permitted by Spanish law, rank senior to the Guarantor’s obligations under the subordinated guarantees
(including contractually subordinated obligations of principal related to instruments not qualifying as Tier 2 Capital or Tier
1 Capital of the Guarantor), and any claim on the Guarantor that becomes subordinated as a consequence of article 92.1o
of the Spanish Insolvency Law.



  





The Guarantor
agrees with respect to any series of Subordinated Debt Securities and each holder of Subordinated Debt Securities of any series,
by his or her acceptance of a Guarantee will be deemed to have agreed to the subordination of the Guarantee pursuant to this Section
13.02. Each such Holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded
to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Guarantee. In
addition, each holder of Subordinated Debt Securities of any series by his or her acceptance thereof authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Guarantee
as provided in this Section 13.02 and appoints the Trustee his attorney-in-fact for any and all such purposes.


 







Section 13.03. 
Guarantee Unconditional, Etc. The obligations of the Guarantor under the Guarantee constitute direct, unconditional,
subordinated 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 Subordinated
Debt Security or this Subordinated Debt Securities Indenture, any failure to enforce the provisions of any Subordinated Debt Security
or this Subordinated Debt Securities Indenture, or any waiver, modification, consent or indulgence granted with respect thereto
by the Holder of such Subordinated 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 Subordinated 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 Subordinated Debt Securities and the complete performance of all other
obligations


 






    84 


     


    

 


contained
in the Subordinated 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 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 13.04. 
Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time
payment on any Subordinated 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 13.05. 
Subrogation. The Guarantor shall be subrogated to all rights of the Holder of any Subordinated 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 Subordinated Debt Securities shall have been paid in full.


 


Section 13.06. 
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 Subordinated Debt Securities and under the Subordinated 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 Subordinated Debt Securities as obligor on the Subordinated
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 Subordinated
Debt Securities and under the Subordinated 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 Subordinated Debt Securities, the
Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under ‎Section 13.01
with respect to such series of Subordinated Debt Securities. Such assumption shall result in the Subordinated Debt Securities
of such series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the
Subordinated 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


 






    85 


     


    

 


such
Subordinated Debt Securities as obligor on the Subordinated Debt Securities of such series.


 


Article
14

Spanish Bail-in and Resolution Actions


 


Section
14.01.  Agreement and Acknowledgement with Respect to
the Exercise of the Spanish Bail-in Power. (a) Notwithstanding any other term of the Subordinated Debt Securities of
any series or any other agreements, arrangements, or understandings between the Company and any Holder of the Subordinated
Debt Securities of any series, by its acquisition of the Subordinated Debt Securities of any series, each Holder (which, for
the purposes of this clause, includes each Holder of a beneficial interest in the Subordinated 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 Subordinated Debt Securities of such series;


 


(B)            the
conversion of all, or a portion, of the Amounts Due on the Subordinated 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 Subordinated 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 Subordinated Debt Securities of such series;


 


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


 


(D)           
the amendment or alteration of the maturity of the Subordinated Debt Securities of such series or amendment of the amount
of interest payable on the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Debt
Securities of any series, the Company or the Guarantor will provide a written notice to the holders of the Subordinated Debt Securities
of such series through DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power. The Company or the Guarantor
will also deliver a copy of such notice to the Trustee for information purposes.


 


(e)            
By its acquisition of the Subordinated Debt Securities of any series, each Holder of the Subordinated Debt Securities of
such series, (which, for the purposes of this clause, includes each holder of a beneficial interest in the Subordinated 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


 






    86 


     


    

 


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


 


(f)            
Additionally, by its acquisition of the Subordinated Debt Securities of any series, each holder of the Subordinated 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 Subordinated Debt Securities of
such series with respect to any portion of the Subordinated Debt Securities of such series that are written-down, converted to
equity and/or cancelled under the Subordinated Debt Securities Indenture, which authorizes holders of a majority in aggregate
outstanding principal amount of the outstanding Subordinated Debt Securities of such series to direct certain actions relating
to the Subordinated Debt Securities of such series; and


 


(ii)           
the Subordinated 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 Subordinated Debt Securities of
any series remain outstanding, there will at all times be a Trustee for the Subordinated Debt Securities of such series in accordance
with the Subordinated 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 Subordinated Debt Securities Indenture, including to the extent no additional supplemental
indenture or amendment is agreed upon in the event the Subordinated 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 Subordinated Debt Securities of any series, each Holder of the Subordinated 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 Subordinated
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.


  






    87 


     


    

 


(h)             By
purchasing the Subordinated Debt Securities of any series, each Holder (including each beneficial owner) of the Subordinated
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 Subordinated Debt Securities of such series to take any and all
necessary action, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Subordinated Debt
Securities of such series as it may be imposed, without any further action or direction on the part of such
Holder.


 


Section
14.02.  Agreement and Acknowledgement with Respect to the Exercise of Resolution Tools. (a)Notwithstanding any other
term of the Subordinated Debt Securities of any series or any other agreements, arrangements, or understandings between the Company
and any Holder of the Subordinated Debt Securities of any series, by its acquisition of the Subordinated 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 Subordinated Debt Securities of any series, each Holder of the Subordinated Debt Securities of
such series, (which, for the purposes of this clause, includes each holder of a beneficial interest in the Subordinated 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 Subordinated Debt Securities of any series, each Holder of the Subordinated Debt
Securities of such series acknowledges and agrees that, upon the exercise of any resolution power by the relevant resolution authority
the Subordinated 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 Subordinated Debt Securities of such series), provided, however, that notwithstanding the exercise of any resolution tool
by the relevant resolution authority, so long as the Subordinated Debt Securities of any series remain outstanding, there will
at all times be a Trustee for the Subordinated Debt Securities of such series in accordance with this Subordinated 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 Subordinated Debt Securities Indenture, including to the extent no additional supplemental indenture or amendment is agreed
upon in the event the Subordinated Debt Securities of such series remain outstanding following the completion of the exercise
of the resolution tool.


 






    88 


     


    

 


(d)            
By its acquisition of the Subordinated Debt Securities of any series, each Holder (including each beneficial owner) of
the Subordinated 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 Subordinated Debt Securities of such series to take any and
all necessary action, if required, to implement the exercise of any 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 Subordinated 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 Subordinated Debt Securities Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes.


 


[Signature
Page Follows]


 




    89 


     


    

 


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


 


	SANTANDER ISSUANCES, S.A. UNIPERSONAL
	 
	 
	By:	 
	 	Name:	
	 	Title:	


 


 

 


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



	By:	 
	 	Name:	
	 	Title:	
	 	 	 
	 	 	 



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





    90 


     


    

 


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 Subordinated Debt Securities


 


		1.	Delivery of the Payment
Information Certificate: In connection with each payment of income under the Subordinated 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 Subordinated
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 Subordinated 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



 






    91 


     


    

 


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 Subordinated 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.



 





    92 


     


    

 


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.


 






    93 


     


    

 


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..............................................................


 






    94 


     


    

 


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.


 




 






    95