Bail-in Power means any 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 the BRRD, including its articles 48 and 59 (including but not
limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), (ii) the SRM Regulation and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (or an affiliate of
such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms or such other directive as may come into effect in place thereof, as amended from time to time.
RD 1012/2015 means
Royal Decree 1012/2015, of 6 November developing Law 11/2015, as amended or superseded from time to time.
Regulated
Entity means any entity to which BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.
Relevant Resolution Authority means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European
Single Resolution Board, as the case may be, according to Law 11/2015, and any other entity with the authority to exercise the Bail-in Power or any other resolution power from time to time.
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 a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No. 1093/2010,
as amended or replaced from time to time.
The exercise of the Bail-in Power by the Relevant
Resolution Authority with respect to the Subordinated Notes shall not constitute an event of default and the terms and conditions of the Subordinated Notes shall continue to apply in relation to the residual principal amount of, or outstanding
amount payable with respect to, the Subordinated Notes subject to any modification of the amount of distributions payable to reflect the reduction of the principal amount, and any further modification of the terms that the Relevant Resolution
Authority may decide in accordance with applicable laws and regulations relating to the resolution of credit institutions, investment firms and/or Company entities incorporated in the relevant member state.
No repayment or payment of Amounts Due, if any, on the Subordinated Notes, will become due and payable or be paid after the exercise of any 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.
By its acquisition of this Note, each Holder of this Note, (which, for the purposes of this clause, includes each holder of a beneficial
interest in this Note), 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 the Bail-in Power by the Relevant Resolution Authority with respect to this
Note.
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