In the event of assumption of the Companys obligations in connection with a merger,
consolidation, amalgamation, conveyance, transfer or lease of substantially all of its assets, the Company shall be released from all obligations and covenants under the Indenture or this Preferred Security, as the case may be, and the successor
corporation formed by such consolidation or amalgamation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under
the Indenture with the same effect as if such successor corporation had been named as the Company.
Any holding company of the Company or
any wholly-owned subsidiary of the Company (the successor entity) may, without the consent of the Holders of the Preferred Securities, assume the obligations of the Company (or of any Person which shall have previously assumed the
obligations of the Company) under the Preferred Securities, subject to the conditions set forth in Section 9.03 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture).
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 the Indenture with respect to the Preferred Securities with the same effect as if such successor entity had been named as the Company in the Indenture, and the Company or any legal and valid successor entity which shall theretofore
have become such in the manner prescribed herein, shall be released from all liability as obligor upon the Preferred Securities.
In the
event of any merger, consolidation, amalgamation, conveyance, transfer, lease or assumption permitted as provided above under this section Company May Consolidate, Etc., Only on Certain Terms. Assumption, Additional Amounts under
the Preferred Securities will thereafter be payable in respect of taxes imposed by the successor corporations or successor entitys, as the case may be, jurisdiction of incorporation or tax residence (subject to exceptions equivalent to
those that apply to the obligation to pay Additional Amounts pursuant to Section 11.04 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture) in respect of taxes imposed in the Kingdom of
Spain) rather than taxes imposed by the Kingdom of Spain. Additional Amounts with respect to payments of Distributions due prior to the date of such merger, consolidation, amalgamation, conveyance, transfer, lease or assumption will be payable only
in respect of taxes imposed by the Kingdom of Spain.
The successor corporation or successor entity, as the case may be, will also be
entitled to redeem the Preferred Securities in the circumstances described in, and in accordance with, the section Optional Redemption due to a Tax Event and to substitute or modify the terms of the Preferred Securities in the
circumstances described in, and in accordance with, the section Substitution and Modification of the Preferred Securities, except that if such successor corporation or successor entity, as the case may be, is not
incorporated or tax resident in the Kingdom of Spain (i) references to the Kingdom of Spain in the definition of Tax Event shall be deemed to refer to the successor corporations or successor entitys, as the case may be,
jurisdiction of incorporation or tax residence, and (ii) the change in, or amendment to, the laws or regulations of such jurisdiction of incorporation or tax residence or of any political subdivision thereof or any authority or agency therein
or thereof having power to tax, or the change in the application or binding official interpretation or administration of any such laws or regulations giving rise to a Tax Event shall become effective subsequent to the date of any such merger,
consolidation, amalgamation, conveyance, transfer, lease or assumption permitted under this section Company May Consolidate, Etc., Only on Certain Terms. Assumption.
Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power.
Notwithstanding anything to the contrary in the Preferred Securities, the Indenture or any other agreements, arrangements, or understandings between the Company and any Holder, by its acquisition of any Preferred Security, each Holder (which, for
the purposes of the below, includes each holder of a beneficial interest in any Preferred Security) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish
Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Preferred Securities, and may include and result in any of the following,
or some combination thereof: (A) the reduction or cancellation of all, or a portion, of the Amounts Due on the Preferred Securities; (B) the conversion of all, or a portion, of the Amounts Due on the Preferred Securities into shares, other
securities or other obligations of the Company or another Person (and the issue to or conferral on the Holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Preferred
Securities; (C) the cancellation of the Preferred Securities; (D) the inclusion of a maturity date for the Preferred Securities or the amendment or alteration thereof, or the amendment of the Liquidation Preference or Distributions
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