Common use of Government Securities Clause in Contracts

Government Securities. Notwithstanding anything to the contrary herein, if the Company or its designee determine on or prior to the relevant SOFR Determination Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions set forth in the Senior Non Preferred Debt Securities Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Floating Rate Notes. For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable for each Interest Period on the SNP 2028 Floating Rate Notes will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $400,000,000; provided, that the Company may, from time to time, without the consent of the Holders of the SNP 2028 Floating Rate Notes, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes constitute direct, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency of the Company, the payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes will be met after payment in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of the Company in accordance with Article 281 of the Spanish Insolvency Law.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Fourteenth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Security during the Floating Rate NotesPeriod. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Security during each Floating Rate Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin and the amount of interest that will be payable on the Security during each Floating Rate Interest Period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate. By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period and on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year during the Floating Rate Period. The Calculation Agent, initially limited the Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Fourteenth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Company in respect of principal under will pay interest on the SNP 2028 next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date. If any scheduled Floating Rate Notes Period Interest Payment Date, other than the applicable Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Floating Rate Period Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Seventeenth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Securities during the Floating Rate NotesPeriod. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Securities during each Floating Rate Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate. By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period and on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year during the Floating Rate Period. The Calculation Agent, initially limited The Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Seventeenth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Company in respect of principal under will pay interest on the SNP 2028 next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date. If any scheduled Floating Rate Notes Period Interest Payment Date, other than the applicable Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Floating Rate Period Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Fifteenth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Securities during the Floating Rate NotesPeriod. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Securities during each Floating Rate Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate. By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period and on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year during the Floating Rate Period. The Calculation Agent, initially limited The Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Fifteenth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Company in respect of principal under will pay interest on the SNP 2028 next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date. If any scheduled Floating Rate Notes Period Interest Payment Date, other than the applicable Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Floating Rate Period Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.

Government Securities. Notwithstanding anything to the contrary herein, if If the Company or its designee determine determines on or prior to the relevant SOFR Determination Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions set forth in the Senior Non Preferred Debt Securities Indenture below will thereafter apply to all determinations of the rate of interest payable on each series of the SNP 2028 Floating Rate Notes. For the avoidance of doubt, in In accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable rate for each Interest Period on each series of the SNP 2028 Floating Rate Notes will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin. This Note If a SOFR IndexStart or SOFR IndexEnd is one not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at xxxxx://xxx.xxxxxxxxxx.xxx/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so appear for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the series designated first preceding U.S. Government Securities Business Day for which SOFR was published on the face hereof, initially limited in aggregate principal amount to $400,000,000; provided, that SOFR Administrator’s Website. If the Company mayor its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to each series of the Floating Rate Notes in respect of such determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. Any determination, decision or election that may be made by the Company or its designee pursuant to the benchmark replacement provisions described herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) if made by the Company, will be made in its sole discretion; (iii) if made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company shall object; and (iv) shall become effective without the consent of from the Holders of any series of the SNP 2028 Floating Rate Notes, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or any other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposesparty. Any such additional SNP 2028 Floating Rate Notesdetermination, together with decision or election pursuant to the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and benchmark replacement provisions shall be included made by the Company or its designee (which may be the Company’s affiliate but in no event shall be the definition of “Senior Non Preferred Debt Securities” in initial Calculation Agent, the Base Indenture where Trustee or the context requiresinitial paying agent) on the basis as described above. The payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes constitute directCalculation Agent shall have no liability for not making any such determination, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (decision or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency of the Company, the payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes will be met after payment in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of the Company in accordance with Article 281 of the Spanish Insolvency Lawelection.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Seventeenth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Floating Rate NotesSecurities. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Securities during each Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Interest Period will be equal to the interest rate in effect for the immediately preceding Interest Period, or in the case of the Interest Determination Date prior to the first Interest Payment Date, the initial rate of interest which would have been applicable for the first Interest Period had the Securities been outstanding for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Issue Date (and applying the Margin). By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of the actual number of days in each Interest Period and a 360-day year. The Calculation Agent, initially limited The Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Seventeenth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Company in respect of principal under Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Interest Payment Date, other than the SNP 2028 Floating Rate Notes applicable Maturity Date, would fall on a day that is not a Business Day, such Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Fifteenth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Floating Rate NotesSecurities. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Securities during each Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Interest Period will be equal to the interest rate in effect for the immediately preceding Interest Period, or in the case of the Interest Determination Date prior to the first Interest Payment Date, the initial rate of interest which would have been applicable for the first Interest Period had the Securities been outstanding for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Issue Date (and applying the Margin). By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of the actual number of days in each Interest Period and a 360-day year. The Calculation Agent, initially limited The Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Fifteenth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Company in respect of principal under Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Interest Payment Date, other than the SNP 2028 Floating Rate Notes applicable Maturity Date, would fall on a day that is not a Business Day, such Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.

Government Securities. Notwithstanding anything to the contrary herein, if If the Company or its designee determine determines on or prior to the relevant SOFR Determination Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions set forth in the Senior Non Preferred Debt Securities Indenture below will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Floating Rate NotesSecurities. For the avoidance of doubt, in In accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable rate for each Interest Period on the SNP 2028 Floating Rate Notes Securities will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin. This Note If a SOFR IndexStart or SOFR IndexEnd is one not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at xxxxx://xxx.xxxxxxxxxx.xxx/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so appear for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the series designated first preceding U.S. Government Securities Business Day for which SOFR was published on the face hereof, initially limited in aggregate principal amount to $400,000,000; provided, that SOFR Administrator’s Website. If the Company mayor its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Securities in respect of such determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. Any determination, decision or election that may be made by the Company or its designee pursuant to the benchmark replacement provisions described herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) if made by the Company, will be made in its sole discretion; (iii) if made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company shall object; and (iv) shall become effective without the consent of from the Holders of the SNP 2028 Floating Rate NotesSecurities or any other party. Any determination, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, having the same ranking and same interest rate, maturity, redemption terms and other terms, except for the price decision or election pursuant to the publicbenchmark replacement provisions shall be made by the Company or its designee (which may be the Company’s affiliate but in no event shall be the initial Calculation Agent, original the Trustee or the initial paying agent) on the basis as described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. The interest accrual daterate and amount of interest to be paid on the Securities for each Interest Period will be determined by the Calculation Agent. The Bank of New York Mellon Trust Company, issue date and first interest payment date, N.A. will initially serve as the SNP 2028 Floating Rate Notes; providedCalculation Agent. All determinations made by the Calculation Agent shall, howeverin the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders of the Securities. So long as Compounded SOFR is required to be determined with respect to the Securities, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such additional SNP 2028 Floating Rate Notes will not have Calculation Agent shall fail duly to establish Compounded SOFR for any Interest Period, or the same CUSIPCompany proposes to remove such Calculation Agent, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless Company shall appoint another Calculation Agent. None of the additional SNP 2028 Floating Rate Notes are fungible with Trustee, the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with paying agent and the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and Calculation Agent shall be included in under any obligation (i) to monitor, determine or verify the definition unavailability or cessation of “Senior Non Preferred Debt Securities” in SOFR or the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes constitute directSOFR Index, unconditionalor whether or when there has occurred, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject or to give notice to any other ranking that may apply transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. None of the Trustee, the paying agent and the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth herein as a result of the unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a result of any mandatory provision failure, inability, delay, error or inaccuracy on the part of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilitiestransaction party in providing any direction, (ii) junior to instruction, notice or information required or contemplated herein and reasonably required for the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency performance of the Company, the payment obligations of the Company in respect of principal under the SNP 2028 Floating Rate Notes will be met after payment in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of the Company in accordance with Article 281 of the Spanish Insolvency Lawsuch duties.

Government Securities. Notwithstanding anything to clauses (1) and (2) of the contrary hereindefinition of “SOFR” above, if the Company or its designee determine (in consultation with the Company) determines on or prior to the relevant SOFR Interest Determination Time Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions “Benchmark Transition Provisions” set forth in Annex I to the Senior Non Preferred Debt Securities Fifth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the SNP 2028 Securities during the Floating Rate NotesPeriod. For the avoidance of doubt, in In accordance with and subject to the benchmark replacement provisionsBenchmark Transition Provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for on the Securities during each Floating Rate Interest Period on the SNP 2028 Floating Rate Notes will be an annual determined by reference to a rate per annum equal to the sum Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate. By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the applicable margin. This Note is one Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the series designated Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. Subject to the limitations specified on the face hereofreverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period and on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year during the Floating Rate Period. The Calculation Agent, initially limited the Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in aggregate principal amount any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to $400,000,000; provided, that the Company may, from time to time, without Fifth Supplemental Indenture. All calculations made by the consent Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the SNP 2028 Floating Rate NotesSecurities, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, 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 SNP 2028 Floating Rate Notes; provided, however, that such additional SNP 2028 Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding SNP 2028 Floating Rate Notes unless the additional SNP 2028 Floating Rate Notes are fungible with the SNP 2028 Floating Rate Notes for U.S. federal income tax purposes. Any such additional SNP 2028 Floating Rate Notes, together with the SNP 2028 Floating Rate Notes, will constitute a single series of SNP 2028 Floating Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires. The payment obligations of the Company in respect of principal under and the SNP 2028 Floating Rate Notes constitute directTrustee, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency absent manifest error. None of the Company, the payment obligations of Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor. If any scheduled Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Company in respect of principal under will pay interest on the SNP 2028 next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date. If any scheduled Floating Rate Notes Period Interest Payment Date, other than the applicable Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be met after payment postponed to the next succeeding Business Day, except that if that Business Day falls in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and future subordinated obligations (créditos subordinados) of next succeeding calendar month, the Company in accordance with Article 281 of Floating Rate Period Interest Payment Date will be the Spanish Insolvency Lawimmediately preceding Business Day.