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1 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. DLA Piper Spain S.L.U. Paseo de la Castellana, 35 - 2° 28046 Madrid Spain T +34 91 788 7381 F +34 91 788 7399 W www.dlapiper.com

International Swaps and Derivatives Association, Inc. 360 Madison Avenue, 1610 East 53rd Street, 9th Floor New York, NY 1001710022 United States of America

RE: VALIDITY AND ENFORCEABILITY UNDER SPANISH LAW OF COLLATERAL ARRANGEMENTS UNDER THE ISDA CREDIT SUPPORT DOCUMENTS: COLLATERAL PROVIDER INSOLVENCY PROVIDER

Dear Sirs, In this memorandum we consider the validity and enforceability under Spanish Law of margin or collateral arrangements under one of the following standard form documents published by ISDA: (i) the 1994 Credit Support Annex governed by New York law (the "1994 NY Annex"); (ii) the 2016 Credit Support Annex for Variation Margin (VM) governed by New York law (the "VM NY Annex") and the Amendments for Independent Amounts to be included in Paragraph 13 of the New York law 2016 Credit Support Annex for Variation Margin (VM) (the “VM NY Annex IA Amendments”); (iii) the 2016 Phase One Credit Support Annex for Initial Margin (IM) governed by New York law (the "IM NY Annex"); (iv) the 1995 Credit Support Deed governed by English law (the "1995 Deed"); (v) the 2016 Phase One IM Credit Support Deed, governed by English law (the "IM Deed"); (vi) the 1995 Credit Support Annex governed by English law (the "1995 Transfer Annex"); or (vii) the 2016 VM Credit Support Annex governed by English law (the "VM Transfer Annex") and the Amendments for Independent Amounts to be included in Paragraph 11 of the English law 2016 Credit Support Annex for Variation Margin (VM) (the “VM Transfer Annex IA Amendments”); (viii) the ISDA Euroclear Security Agreement (the “Euroclear Security Agreement”);

(ix) the ISDA Euroclear Collateral Transfer Agreement (NY Law) (the “Euroclear NY CTA”)

(x) the ISDA Euroclear Collateral Transfer Agreement (Multi-Regime) (the “Euroclear Multi-Regime CTA”);

(xi) the ISDA Clearstream 2016 Security Agreement (the “Clearstream Security Agreement”);

(xii) the ISDA Clearstream 2016 Collateral Transfer Agreement (NY Law) (the “Clearstream NY CTA”); and (xiii) the ISDA Clearstream 2016 Collateral Transfer Agreement (Multi-Regime) (the “Clearstream Multi-Regime CTA”), in each case, when entered into to provide credit support for transactions ("Transactions") entered into pursuant to an ISDA master agreement1 (the "Master Agreement"). For the purposes of this letter: (i) "Annex" means each of the 1994 NY Annex, the VM NY Annex and the IM NY Annex; (ii) "Deed" means each of the 1995 Deed and the IM Deed; (iii) "Security Documents" means the Annexes and the Deeds; (iv) "IM Security Documents" means the IM NY Annex and the IM Deed; (v) "Non-IM Security Documents" means the 1994 NY Annex, the VM NY Annex and the 1995 Deed. (vi) "Transfer Annex" means each of the 1995 Transfer Annex and the VM Transfer Annex; and (vii) "Credit Support Documents" means the Security Documents and the Transfer Annexes. (viii) “Euroclear Documents” means the Euroclear Security Agreement, the Euroclear NY CTA and the Euroclear Multi-Regime CTA; and

(ix) “Clearstream Documents” means the Clearstream Security Agreement, the Clearstream NY CTA and the Clearstream Multi-Regime CTA.2

Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Master Agreement or the relevant Credit Support Document, as applicable. In this letter: (a) in relation to the Security Documents, the term "Security Collateral Provider" shall refer to the Pledgor (under an Annex) or the Chargor (under a Deed), as context requires; and (b) "Collateral Provider" means the Security Collateral Provider under a Security Document or the Transferor under a Transfer Annex, according to context, in relation to which "Collateral Taker" means the Secured Party or the Transferee, as the case may be. The term "Collateral", when used in this letter, is meant to refer, in the case of each Security Document, to any assets in which a security interest is created by the Security Collateral Provider in favor of the Secured Party and, in the case of each Transfer Annex, to any securities transferred as credit support or cash deposited, in either case, by the Transferor to or with the Transferee, as credit support for the obligations of the Collateral Provider under the relevant Master Agreement.

1 The various forms of master agreement published by ISDA include (a) the 1987 ISDA Interest Rate Swap Agreement, (b) the 1987 ISDA Interest Rate and Currency Exchange Agreement, (c) the 1992 ISDA Master Agreement (Multicurrency - Cross Border), (d) the 1992 ISDA Master Agreement (Local Currency - Single Jurisdiction) and (e) the 2002 ISDA Master Agreement. 2 The Euroclear Documents and the Clearstream Documents relate specifically to assumption (n) and related question C. 2 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. The issues you have asked us to address are set out below in italics, followed in each case by our analysis and conclusions. We indicate where relevant any assumptions that you have asked us to make. In addition, we make the following assumptions: (1) To the extent that any obligation arising under the Master Agreement, the Euroclear Documents, the Clearstream Documents or Credit Support Document falls to be performed in any jurisdiction outside Spain, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction. (2) Each party (a) is able lawfully to enter into the Master Agreement, the Euroclear Documents, the Clearstream Documents and the Credit Support Document under the laws of its jurisdiction of incorporation and under its relevant constitutional documents, (b) has taken all corporate action necessary to authorise its entry into the Master Agreement, the Euroclear Documents, the Clearstream Documents and the Credit Support Document, and (c) has duly executed and delivered the Master Agreement, the Euroclear Documents, the Clearstream Documents and the Credit Support Document. (3) If the Master Agreement is governed by New York law or English law, the Master Agreement (except, when used with the Transfer Annex, to the extent that the Transfer Annex relies on provisions of the Master Agreement for its effectiveness) would, when duly entered into by each party, constitute legally binding, valid and enforceable obligations of each party under Spanish law. (4) Each of the parties is acting as principal and not as agent in relation to its rights and obligations under the Master Agreement, the Euroclear Documents, the Clearstream Documents and Credit Support Document, and no third party has any right to, interest in, or claim on any right or obligation of either party under either document. (5) The terms of the Master Agreement, including each Transaction under the Master Agreement, the Euroclear Documents, the Clearstream Documents and the Credit Support Document are agreed at arms' length by the parties so that no element of gift or preference or undervalue from one party to the other party is involved and the entering into such Master Agreement and Transactions cannot be proved to have been entered into to defraud creditors for the purposes of the actions under Article 71 and ssq. of the Spanish Insolvency Law 22/2003 (the "Insolvency Law"). (6) At the time of entry into the Master Agreement, the Euroclear Documents, the Clearstream Documents and the Credit Support Document, no insolvency, rescue, or composition proceedings have commenced in respect of either party, and neither party is insolvent at the time of entering into the Master Agreement, the Euroclear Documents, the Clearstream Documents or the Credit Support Document or becomes insolvent as a result of entering into either document. (7) Each party, when transferring Collateral in the form of securities under the Credit Support Document, the Euroclear Documents or the Clearstream Documents , will have full legal title to such securities at the time of transfer, free and clear of any lien, claim, charge or encumbrance or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance or settlement system). (8) The debtor of the relevant credit right (a right assigned from a term loan or credit agreement) is not a consumer, a small company or a micro company as these are defined in Directive 2002/47, Directive 2008/48/CE and EC Recommendation 2003/361/CE save where the beneficiary or the provider of the Collateral is any of the parties listed in letter (b) onfrom page[3] [4] below. This memorandum is subject to the following:

3 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (a) The advice in this memorandum is only in relation to Spanish law as it stands at the date of this memorandum, and we have assumed that no law of a jurisdiction other than Spain adversely affects the conclusions in this memorandum. In particular this memorandum takes into account Royal Decree Law 5/2005 (RDL 5/2005) as amended and restated pursuant to Law 7/2011 (which entered into force on 1 July 2011) in respect of which the following should be considered: (i) RDL 5/2005 scope of application is financial contractual netting agreements and financial collateral agreements and on the basis of the information provided the Credit Support Documents will be eligible to benefit from RDL 5/2005 subject to the terms of this opinion. (ii) the provisions of RDL 5/2005 apply only to a limited number of parties as described in (b) below; (iii) netting agreements and collateral agreements need to comply with certain requirements in order to qualify for the benefits of the regulation as such requirements are laid out in our ISDA netting opinion dated 15 December 20158 June 2017; and (iv) such benefits extend to both, flexible perfection requirements and enforcement procedures and insolvency protection under the Insolvency Law. (v) On the basis that this opinion assumes that at least one party will be an entity covered by RDL 5/2005 the Security Documents will be financial collateral arrangements within the scope of and protected by RDL5/2005 provided that Eligible Collateral consisting of either cash credited to an account or the types of securities described in this opinion, is in fact delivered so as to be under the control of the Collateral Taker, as discussed below. (b) This opinion is given only in respect of Parties which are covered by RDL 5/2005 and specifically: public entities, the European Central Bank, the Bank of Spain, EU Central Banks, Central Banks of Third Party States, the BIS, multilateral development banks, the IMF and the EIB, banks, insurance companies, Sociedades de Valores (Securities Broker-Dealers), Agencias de Valores (Securities Brokers), Cajas de Ahorros (Savings Banks), Establecimientos Financieros de Crédito (Financial Credit Entities), Cooperativas de Crédito (Credit Unions), collective investment undertakings and its management companies, Spanish securitisation funds and its management companies, pension funds and other financial entities in accordance with Article 4.53.1 (22) of EC Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, secondary markets bodies and management companies of such secondary markets, clearing system companies, entities which are referred to in Law 41/1999 and equivalent entities which operate in the options, futures and derivatives markets. This opinion also covers, where applicable or relevant, individuals provided that the counterparty to such individual is any of a governing body of a secondary market, a clearing system company and central counterparty entity or any of the entities referred to in Law 41/1999, ordinary corporates and individuals. Where such entities are incorporated or formed under the laws of Spain, their status is governed by the following laws: (i) public entities are subject to Law 47/2003 of 26 November on the General Budget; (ii) the Bank of Spain is subject to Law 13/1994 of 1 June on the Autonomy of Bank of Spain; 4 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (iii) ordinary corporations (as are banks, insurance companies, Investment Services CompaniesCompañias and Establecimientos Financieros de Crédito) are subject to the Ley de Sociedades de Capital (Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Corporate Enterprises Act); (iv) banks are subject to Law 3/1994 of 14 April of EU Financial Credit Entities (Entidades de Crédito de la Comunidad Europea) and Law 10/2014 of 26 June on the management, supervision and solvency of credit institutions ("ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito"); (v) insurance companies arein essence subject to Royal Legislative Decree 6/2004 of 29 October and Law 20/2015 which revoked the Law 30/1995 on the Regulation and Supervision of Private Insurance and to Royal Decree 2486/1998 of 20 November on the Regulation and Supervision of Private Insurance;. (vi) Investment Services Companies (Securities Broker-Dealers and Securities Brokers) are subject to the Securities Market Law Real Decreto Legislativo 4/2015 del texto refundido de la Ley del Mercado de Valores ("Royal Legislative Decree 4/2015, of 23 October" or "the Securities Markets Law"); (vii) Cajas de Ahorros are subject to Law 26/2013 of 27 December on savings banks and banking foundations ("Ley 26/2013, de 27 de diciembre de cajas de ahorros y fundaciones bancarias") and Royal Decree Law 11/2010 of 9 July, on Governing Bodies of the Savings Bank ; (viii) Establecimientos Financieros de Crédito are subject to Law 5/2015 of 27 April on the Business Financial Promotion ("Ley 5/2015 de 27 de abril de Fomento de la Financiación Empresarial"); (ix) Cooperativas de Crédito are subject to Law 13/1989 of 26 May ("Ley 13/1989 de Cooperativas de Crédito"); (x) Collective Investment Undertakings (Instituciones de Inversión Colectiva) and their management companies are subject to Law 35/2003 of 4 November of Collective Investment Undertakings and Royal Decree 1082/2012 of 13 July approving the Regulation implemented Law 35/2003; (xi) Spanish Securitisation Funds and their management companies are subject to Law 5/2015 of 27 April on the Business Financial Promotion ("Ley 5/2015 de 27 de abril de Fomento de la Financiación Empresarial"); (xii) Pension funds are subject to Royal Legislative Decree Law 1/2002 of 29 November approving the Restated Text of the Law on Plans and Pension funds; (xiii) Secondary Markets bodies in Spain are subject to Royal Decree 726/1989 of 23 of June, Royal Decree 505/1987 of 3 of April and Ministerial Order of 1 August 1991 by virtue of which the AIAF Market is regulated, the Ministerial Order of 11 May 1993 approving amendments to the Rules and Bylaws of the AIAF Fixed Income Market and the Ministerial Order of 27 July 1995 approving the amendment of the authorization of the AIAF Fixed Income Market; (xiv) the remaining entities are subject, in addition to their specific regulations and where applicable, to the Corporate Enterprises Act and where they are incorporated or formed under the laws of another jurisdiction with a branch or branches located in this jurisdiction, they are subject to the Regulations of the Mercantile Registry of 19 July, 5 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. 1996 (Real Decreto 1784/1996, de 19 de julio por el que se regula el Reglamento del Registro Mercantil). Appendix B to this opinion contains a list of counterparties which elaborates on the denomination of some of the entities listed above as well as identifies other counterparties which are not covered by this opinion but which may trade in derivatives. In addition, the organisation of exchanges in Spain and the activities of their members are subject to the Securities Market Law. (a) As used in this memorandum, the term "enforceable" means that each obligation or document is of a type and form that should be enforced under Spanish law. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, among other things, the nature of the remedies awarded by courts. (b) The analysis that follows is based on general principles on Spanish contract law and Spanish insolvency law as this relates to the entering into collateral arrangements such as those referred to in the introduction to this opinion. Key to this analysis is Chapter II of RDL 5/2005. The relevant provisions of RDL 5/2005 are provided for the benefit of the reader of this opinion (in translation) in Appendix C .

SUMMARY OF CREDIT SUPPORT DOCUMENTS

The following summary of the Credit Support Documents may be helpful for the reader of this opinion. All documents (other than the IM Security Documents) generally follow similar principles for determining the amount of credit support to be delivered or returned from time to time. The net mark-to-market value of the Transactions documented under the Master Agreement to which the Credit Support Document relates is determined at regular intervals specified by the parties (Valuation Dates) based on the amount that one party would be required to pay to the other if all outstanding Transactions between them were terminated as of the Valuation Date and a termination payment calculated in accordance with the close-out and netting provisions of Sections 5 and 6 of the Master Agreement. Under the 1994 NY Annex, the 1995 Deed and the 1995 Transfer Annex, the party that has the net exposure at each interval (the Collateral Taker) is entitled to hold Eligible Credit Support with a value equal to (x) its Exposure, plus (y) an add-on amount of Collateral, if applicable, in excess of the Exposure to account for potential volatility in future Exposure (determined in accordance with the Independent Amount applicable to each party), less (z) the Threshold amount, if applicable, representing the permitted unsecured risk applicable to that counterparty. Under the VM NY Annex and the VM Transfer Annex, the party that has the net exposure at each interval (the Collateral Taker) is entitled to hold Eligible Credit Support with a value equal to its Exposure. The secured party under the IM NY Annex and the IM Deed (the Collateral Taker) is entitled to hold, via a third-party custodian, Eligible Credit Support with a value equal to a certain amount of Collateral to account for potential future exposure (determined in accordance with the Delivery Amount (IM) applicable to the pledgor), less the Threshold amount, if applicable. Collateral will either be transferred to the Collateral Taker (or a third-party custodian to be held in an account in the name of the Collateral Provider and secured in favor of the Collateral Taker) or returned to the Collateral Provider depending on whether the amount of Collateral entitled to be held (the Credit Support Amount) is less than or greater than the Value of the Collateral transferred (subject to any 6 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. applicable Minimum Transfer Amount and rounding provisions specified by the parties in the relevant Credit Support Document). Under each Security Document, the Security Collateral Provider grants a security interest in the Collateral transferred to the Secured Party (or an account held with a third-party custodian). The precise nature of this security interest is determined by the applicable law. Under each Transfer Annex, the Transferor transfers outright full ownership in securities Collateral to the Transferee, subject to a conditional obligation to return equivalent fungible securities in various circumstances or, on default, to account for the value of those securities as part of the close-out netting calculations under Section 6(e) of the Master Agreement. Note that this is not intended to be a fiduciary transfer by way of security but an outright transfer of ownership under English law. This approach is analogous to a securities repurchase (repo) agreement, although, unlike a typical repo, the consideration for the transfer of securities is the Transferee’s agreement to perform under the Master Agreement; there is no cash consideration passing at the time of the delivery or redelivery of the securities. Under each Transfer Annex, the Transferor may provide cash Collateral. The Transferee is obliged to repay this amount in various circumstances, either with or without interest as the parties may agree, or, on default, to account for such amount as part of the close-out netting calculations under Section 6(e) of the Master Agreement. Note that cash Collateral is referred to commercially as "title transfer collateral" when provided under either Transfer Annex, but operates by the simple creation of debt obligations by way of payment rather than by way of transfer of ownership to any non-cash asset. In Part 2 of this letter, we are asked for our advice on each Transfer Annex. One of the critical issues is whether a court in Spain will respect the validity of the transfer approach or characterize it as a form of security interest. In this regard, we are asked to bear in mind that, unlike under the Security Documents, under each Transfer Annex the Transferee has complete and unrestricted use of the Collateral. Its only obligation is to return equivalent assets or, on default, to account for the value of those assets as part of the close-out netting calculations. In this way, the Transferor takes credit risk on the Transferee (since it retains no proprietary interest in the Collateral transferred) in the event of the Transferee’s insolvency and to the extent the Value of the Collateral transferred is greater than the Credit Support Amount.3

FACT PATTERNS You have asked us, when responding to each question, to distinguish between the following three fact patterns: I. The Location of the Collateral Provider is in Spain and the Location of the Collateral is outside Spain. II. The Location of the Collateral Provider is in Spain and the Location of the Collateral is in Spain. III. The Location of the Collateral Provider is outside Spain and the Location of the Collateral is in Spain. For the foregoing purposes: (a) the "Location" of the Collateral Provider is in Spain if it is incorporated or otherwise organised in Spain and/or if it has a branch or other place of business in Spain; and

3 If netting or set-off would not be enforceable upon the insolvency of the Transferee, the credit exposure of the Transferor could be for the full (gross) amount of the Credit Support Balance. 7 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (b) the "Location" of Collateral is the place where an asset of that type is located under the private international law rules of Spain. See our answer to question 2 for further details in this regard. Although we do not expressly refer to each fact pattern in our answer to each question, we have taken the fact patterns into consideration in developing our analysis. It should generally be clear from the context which of the fact patterns is being discussed in each case. For example, the use of the defined terms "Spanish Company" to refer to a counterparty clearly excludes fact pattern III. In addition, it should generally be clear from the terms of the question whether the Collateral is to be considered as located in Spain or in a foreign jurisdiction. Note that, as a general rule, neither the location nor the form of organisation of the Collateral Taker is relevant to consideration of the enforceability of a collateral arrangement against a Collateral Provider in the event of the insolvency of the Collateral Provider in Spain. Accordingly, the conclusions expressed in this memorandum should apply to any Collateral Taker's group company (or entity) taking Collateral under one of the forms of collateral arrangement discussed below.

PART 1: SECURITY INTEREST APPROACH PURSUANT TO THE SECURITY DOCUMENTS In this Part 1 of our memorandum, we consider issues relating to the creation, perfection, and enforcement of security interests created in respect of Collateral delivered under each of the Security Documents. For this purpose you have asked us to make the following assumptions: (a) The Security Collateral Provider has entered into a Master Agreement and a Security Document with a Secured Party. The parties have entered into either (i) a Master Agreement governed by New York law and an Annex, or (ii) a Master Agreement governed by English law and a Deed. (b) In respect of answering the questions in respect of the 1994 NY Annex, the 2016 VM NY Annex and the 1995 Deed, the parties will enter into (i) the 1994 NY Annex and/or the 2016 VM NY Annex in connection with a New York law governed ISDA Master Agreement; and (ii) the 1995 Deed in connection with an English law governed ISDA Master Agreement. (c) In respect of answering the questions in respect of IM Security Documents, each IM Security Document could be entered into in connection with either a New York law or English law governed ISDA Master Agreement and may be subject to a different governing law than the relevant ISDA Master Agreement (depending on whether the parties choose to align the governing law of the IM Security Document to (i) the Location of the relevant Custodial Account; or (ii) the governing law of the ISDA Master Agreement). The IM NY Annex forms a part of the relevant ISDA Master Agreement and therefore, unless revised by the counterparties, is subject to the same governing law as the relevant ISDA Master Agreement. In respect of an IM NY Annex entered into in connection with an English law governed ISDA Master Agreement, the parties will provide in paragraph 13 of the IM NY Annex that the Annex is governed by and construed in accordance with New York law. (d) Although each Security Document is a bilateral form (other than the IM Security Documents) in that it contemplates that either party may be required to post Collateral to the other depending on movements of exposure under the relevant Security Document, we assume, for the sake of simplicity, that the same party is the Security Collateral Provider at all relevant times under the applicable Security Document. In the case of the IM Security Documents, both parties will be required to post Collateral to the 8 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. other (either under the same IM Security Document or under separate IM Security Documents) in an amount that depends on the IM calculation provisions. For the sake of simplicity we are only asked to consider the Collateral posting leg of one party – issues relating to the insolvency of the Collateral Taker are considered in a separate opinion. (e) If the Master Agreement is governed by New York law or English Law, the Master Agreement and related security documentation would, when duly entered into, constitute legal, valid and binding obligations of each party under New York Law or English Law, as the case may be. (f) No provision of the Master Agreement or relevant Security Document has been altered in any material respect. The making of standard elections in Paragraph 13 of either Security Document and the specification of standard variables (consistently with the other assumptions in this memorandum) would not in our view constitute material alterations, except where expressly indicated in the discussion below. (g) Pursuant to the Security Document, the counterparties agree that Eligible Collateral will include cash credited to an account (as opposed to physical notes and coins) and certain types of securities (as further described below) that are located or deemed located either (i) in Spain, or (ii) outside Spain. (h) Any securities provided as Eligible Collateral consist of debt or equity securities issued where appropriate by (i) the Kingdom of Spain, (ii) the government of another member of the "G-10" group of countries, (iii) a Spanish Company or (iv) a Foreign Company and in the case of the 1994 NY Annex, the 2016 VM NY Annex and the 1995 Deed is held, in one of the following forms: (i) directly held bearer debt securities: by this we mean debt securities issued in certificated form, in bearer form (meaning that ownership is transferable by delivery of possession of the certificate) and, when held by a Secured Party as Collateral under a Security Document, held directly in this form by the Secured Party (that is, not held by the Secured Party indirectly with an Intermediary (as defined below)); (ii) directly held registered debt securities: by this we mean debt securities issued in registered form and, when held by a Secured Party as Collateral under a Security Document, held directly in this form by the Secured Party so that the Secured Party is shown as the relevant holder in the register for such securities (that is, not held by the Secured Party indirectly with an Intermediary); (iii) directly held dematerialised debt securities: by this we mean debt securities issued in dematerialised form and, when held by a Secured Party as Collateral under a Security Document, held directly in this form by the Secured Party so that the Secured Party is shown as the relevant holder in the electronic register for such securities (that is, not held by the Secured Party indirectly with an Intermediary); and (iv) intermediated debt securities: by this we mean a form of interest in debt securities recorded in fungible book-entry form in an account maintained by a financial intermediary (which could be a central securities depositary ("CSD") or a custodian, nominee or other form of financial intermediary, in each case an "Intermediary") in the name of the Secured Party where such interest has been credited to the account of the Secured Party in connection with a transfer of Collateral by the Security Collateral Provider to the Secured Party under a Security Document.

9 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. The precise nature of the rights of the Secured Party in relation to its interest in intermediated debt securities and as against its Intermediary will be determined, among other things, by the law of the agreement between the Secured Party and its Intermediary relating to its account with the Intermediary, as well as the law generally applicable to the Intermediary, and possibly by other considerations arising under the general law or the rules of private international law of Spain. The Secured Party's Intermediary may itself hold its interest in the relevant debt securities indirectly with another Intermediary or directly in one of the three forms mentioned in (i), (ii) and (iii). In practice, there is likely to be a number of tiers of Intermediaries between the Secured Party and the issuer of such securities, at least one of which will be an Intermediary that is a national or international CSD. (v) Equity securities which are admitted to listing in an official secondary market. We note that we provide no advice in this opinion in connection with any disclosure or other obligations under the laws of Spain in connection with holding of Spanish listed equities. We expect that the Secured Party will normally hold debt securities in the form of intermediated debt securities rather than directly in one of the three forms mentioned in (i), (ii) and (iii) above. (i) Any cash Collateral provided under the Security Document is denominated in a freely convertible currency and is held in an account under the control directly or indirectly of the Secured Party. The assumptions made in paragraphs (h) and (i) will be subject to modification as discussed below in (ia) paragraph (m) in respect of the IM Security Documents and (iib) paragraph (n) in respect of Collateral held in a central securities depository. (j) Pursuant to the Master Agreement, the Security Collateral Provider enters into a number of Transactions with the Secured Party. Such Transactions include any or all of the transactions described in Appendix A. Under the terms of each Security Document, the security interest created in the relevant Collateral secures the Obligations of the Security Collateral Provider arising under the Master Agreement as a whole, including the net amount, if any, that would be due from the Security Collateral Provider under Section 6(e) of the Master Agreement if an Early Termination Date were designated or deemed to occur as a result of an Event of Default in respect of the Security Collateral Provider. (k) In the case of questions 12 to 15 below, we are asked to assume that after entering into the Transactions and prior to the maturity thereof, the rights of the Security Collateral Taker under paragraph 8 of the relevant Annex or Deed (as applicable) have become exercisable following the occurrence of any of the relevant pre-conditions specified in the Annex or Deed (which shall comprise solely of the events listed in Paragraph 8 or as an election in the pro-forma Paragraph 13) which are then continuing, but that an insolvency proceeding has not been instituted (which is addressed separately in assumption (L) and questions 16 to 18 below). (l) In the case of questions 16 to 18 below, we are asked to assume that an Event of Default under Section 5 (a) (vii) of the Master Agreement with respect to the Security Collateral Provider has occurred and a formal bankruptcy, insolvency, liquidation, reorganization, administration or comparable proceeding (collectively, the "insolvency") has been instituted by or against the Security Collateral Provider. (m) With respect to IM Security Documents only, if any of the Collateral provided under any IM Security Document is held in an account which may hold cash (in a freely convertible currency) and securities (a "Custodial Account") with a third-party custodian ("Custodian"), we are 10 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. asked to assume it is held in the following form: (x) the Custodian holds the Collateral in the Collateral Provider's name pursuant to a custodial agreement between the Collateral Provider and custodian; (y) the Custodial Account is used exclusively for the Collateral provided by the Collateral Provider; and (z) the Collateral Provider, the Collateral Taker and the Custodian have entered into an agreement (which may be a separate control agreement or may be part of the custodial agreement) under which the Collateral Taker can take control of the margin under certain circumstances. Where this is the arrangement between the Custodian, the Collateral Taker and the Collateral Provider the requirements under RDL 5/2005 are satisfied provided the Custodian acts in the interests and for the benefit of the Collateral Taker. (n) In certain circumstances, "initial margin" Collateral may be held at a central securities depository. In these circumstances, wethe parties will not enter into an IM Security Document. Instead, we are asked to assume that (x) the Custodian is a central securities depository and holds the Collateral in the Custodian’s name, acting in its own name but for the account of the Collateral Taker; (yw) the Collateral is held in an account within Euroclear or Clearstream; (x) the parties have entered into securities documents and/or other agreements governing the pledge of the Collateral held by the central securities depository and movement of the Collateral into and out of the Custodial Account; and (z) such securities documents and/or other agreementsthe Euroclear Documents or the Clearstream Documents (as applicable) and other relevant documentation with Euroclear or Clearstream, which collectively establish collateral arrangements within Euroclear or Clearstream (as applicable) and set forth (i) the manner in which the Collateral is held in Euroclear or Clearstream and (ii) the manner in which the automated transfers of Collateral by Euroclear or Clearstream will be effected (i.e., upon receipt of matching instructions from the Collateral Provider and Collateral Taker as to the overall amount of initial margin Collateral that is required in respect of such Collateral Provider’s posting obligation, Euroclear or Clearstream, as applicable, will calculate any excess or deficit and make the relevant transfers accordingly on behalf of the parties in discharge of their obligations to one another); and (y) the Euroclear Documents or the Clearstream Documents and the other documents referred to in (x) (as applicable) are enforceable in accordance with their terms under applicable law (which may be different than the law of Spain). Where this is

With regard to the foregoing, we note that:

(I) in the case of Euroclear, the Collateral is held in a “Pledged Securities Account” and a “Pledged Cash Account” opened in the Euroclear System in the name of Euroclear acting in its own name but for the account of the Collateral Taker (as pledgee under the pledge granted under the Euroclear Security Agreement) and to be operated in accordance with the relevant Euroclear documents referred to at (x) above; and

(II) in the case of Clearstream, the Collateral is held in a “Collateral Account” opened in the Clearstream system in the name of the Collateral Provider and pledged to the Collateral Taker pursuant to the Clearstream Security Agreement and to be operated in accordance with the relevant Clearstream documents referred to at (x) above. Where the arrangement between the CustodianEuroclear or Clearstream (as the case may be), the Collateral Taker and the Collateral Provider the requirements under RDL 5/2005 are satisfied provided the Custodian actsEuroclear or Clearstream (as the case may be) act in the interests and for the benefit of the Collateral Taker. (n) (o) The parties may enter into more than one Credit Support Document and may also enter into 11 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. arrangements described in assumption (nm) (Euroclear Documents and Clearstream Documents).

Questions relating to the Security Documents (A) For Non-IM Security Documents, would any of our responses to questions 1 through 21 that we provided as of the last date such responses were provided with respect to Spain (15 December 20156 September 2016) be different as a result of (a) any changes in law in Spain, (b) the inclusion of Security Documents in this opinion that were not previously included, or (c), the inclusion of equity securities as Eligible Collateral described in assumption (h)(iv)? If so, please comment specifically on any such changes. No. (B) For the IM Security Documents only, we assume that the Collateral will be held in a Custodial Account with a Custodian as described in assumption (m) above and not pursuant to assumptions in (h)(i), (h)(ii), (h)(iii) and (i) above or assumption (n) above. Would any of our responses to questions 1 through 21 below with respect to Collateral held pursuant the custodial arrangement described in assumption (m) above be different than the responses to such questions that we provided as of 15 December 20156 September 2016 were provided with respect to Spain as a result of (a) any changes in law in Spain, (b) the inclusion of the IM Security Documents in this opinion, (c) the inclusion of equity securities as Eligible Collateral described in assumption (h)(iv), or (d) the holding of the Collateral pursuant to one of the custodial arrangements described in (m) above? No. Please describe any requirements that the custodial arrangements described in assumption (m) above must meet to permit the Collateral Taker to exercise its rights as secured party. None other than that under the Custodian Account. theThe Custodian must act in the interest and for the benefit of the Collateral Taker. (C) AssumeWe are asked to assume that the Collateral will be held in a central securities depository by Euroclear or Clearstream as described in assumption (n) above and not pursuant to assumptions (h)(i)-(iv) and (i) above or assumption (m) above. (i) Would any of our responses to questions 1 through 9 and 12-21 below with respect to Collateral held pursuant the custodial arrangement described in assumption (n) aboveby Euroclear or Clearstream be different than the responses to such questions that we provided as of 15 December 2015September 2016 with respect to Spain as a result of the holding of the Collateral pursuant to one of the custodial arrangements then described in (n) above? No. (ii) Please describe any requirements that the custodial arrangements described in assumption (nm) above must meet to permit the Collateral Taker to exercise its rights as secured party. There are no particular requirements which from a legal point of reviewview must be met by the relevant custodial agreement to permit the exercise by the Collateral Taker to exerciseof its rights as secured party. (D) We are asked to assume that the VM NY Annex is amended by the VM NY Annex IA Amendments. We are asked, in this respect to confirm that our responses to questions 1 through 21 below will not be different than the responses to such questions that we provided as 12 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. of the last date such responses were provided with respect to Spain as a result of the inclusion of the VM NY Annex, as amended by the VM NY Annex IA Amendments, in this opinion. No Validity of Security Interests: Creation and Perfection 1. Under the laws of Spain, what law governs the contractual aspects of a security interest in the various forms of Eligible Collateral deliverable under the Security Documents? Would the courts of Spain recognise the validity of a security interest created under each Security Document assuming it is valid under the governing law of such Security Document taking into account assumptions (B) and (C) above? In accordance with Article 10.1 of the Spanish Civil Code, "[…] the possession, property and other rights over immovable assets […] will be governed by the law of the place where the assets are located. The same law will be applicable to moveable assets […]". As a result of this provision the creation of a security interest in favour of the Secured Party will be governed by the law of the jurisdiction where the relevant Eligible Collateral is located (hereinafter, such law shall be referred to as the "lex situs"). Generally therefore, under Spanish law, the validity of a security interest created under a Security Document requires this to be governed by the relevant lex situs even if such security interest is valid under the governing law of such Security Document (e.g. the contractual undertaking of the parties will not in this respect prevail). Notwithstanding the above, where Title I, Chapter II of RDL 5/2005 (Articles 2 to 17) applies, the law governing the creation of security over securities represented in account entries (anotaciones en cuenta) will be that of the jurisdiction where the "principal account" is located, it being understood that the principal account is that in which the account entry, by virtue of which the pledge is registered in the name of the beneficiary, is made. Where the location of the principal account is Spain or where the object of the security is cash or securities different from securities represented in account entries, and such cash or securities are located in Spain, Spanish law will apply to the creation of the security interest under Spanish law. In addition, when the subject matter of the Collateral are credit rights, the law applicable and which determines the effectiveness vis-à-vis the debtor or third parties of the assignment or of a pledge created over such credit right will be that which governs the assigned credit right or the pledged credit right. 2. Under the laws of Spain, what law governs the proprietary aspects of a security interest (that is, the formalities required to protect a security interest in Collateral against competing claims) granted by the Security Collateral Provider under each Security Document (for example, the law of the jurisdiction of incorporation or organisation of the Security Collateral Provider, the jurisdiction where the Collateral is located, or the jurisdiction of location of the Secured Party's Intermediary in relation to Collateral in the form of indirectly held securities)? What factors would be relevant to this question? Where the location (or deemed location) of the Collateral is the determining factor, please briefly describe the principles governing such determination under the law of Spain with respect to the different types of Collateral. In particular, please describe how the laws of Spain apply to each form in which securities Collateral may be held under (x) the Non-IM Security Documents pursuant to assumption (I) above; (y) the IM Security Documents pursuant to assumption (m) above and (z) the arrangements described in assumption (nm) above. 13 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Generally in accordance with Article 10.1 of the Spanish Civil Code, the perfection of a security interest is governed by the relevant lex situs. However, where RDL 5/2005 applies in respect of securities represented in account entries, the jurisdiction of the "principal account" of such account entries will govern the perfection of such security interest. With respect to the issue of how the laws of Spain apply to Collateral securities from the point of view of determining where they are located, other than in respect of account entry securities (in respect of which see (c) below), there are no legal or regulatory provisions which set out the principles governing the determination of the location of any assets under the laws of Spain. However, we argue that the location (or deemed location) of each type of Eligible Collateral is as follows: (a) Cash The place where the entity with which the cash is deposited is located. (b) Certificated securities in bearer or registered form The location of certificated securities should be deemed to be the country where the certificates are held by the Pledgor or its custodian (and not, in respect of securities in registered form, the place of the register). (c) Dematerialised securities and immobilised securities held in an account with a CSD The law of the place where the account entry by virtue of which the beneficiary registers its security interest in respect of the relevant securities24. 3. Would the courts of Spain recognise a security interest in each type of Eligible Collateral created under each Security Document? In answering this question, we are asked to bear in mind the different forms in which securities Collateral may be held, as described in assumption (g) above with respect to Non-IM Security Documents, in assumption (m) above with respect to IM Security Documents and in assumption (n) .We are also asked to indicate, in relation to cash Collateral, if our answer depends on the location of the account in which the relevant deposit obligations are recorded and/or upon the currency of those obligations. Yes, the courts of Spain will recognise a security interest in each type of Eligible Collateral provided that it has been created in accordance with the appropriate law (as to which, see answers to questions 1 and 2 above). Where the Eligible Collateral (or principal account, in the case of book entry securities) is located in Spain, the specific rules which apply to the creation of a security interest where RDL 5/2005 applies are as follows: 1. The collateral arrangements must be evidenced in writing or in a legally equivalent form. It is not required in this respect for the constitution, validity, perfection, enforceability or admissibility in evidence of the collateral arrangement that this be evidenced in a public deed. 2. The constitution of the security right will require, in addition, the delivery of the secured asset and evidence of this in writing. For this purpose:

24 Care should be taken where the internal rules of the relevant CSDs determine that title over the immobilised securities held with such CSDs are deemed to have been transferred to the relevant CSD. Where this is the case the transferor (former holder of title) retains only a right to the delivery of equivalent securities, and therefore the Eligible Collateral should not be the relevant immobilised securities (since they belong to the relevant CSD) but the right to re-delivery of equivalent securities. 14 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (a) It will be understood that a security has been validly created when the secured asset has been delivered, transferred, registered or otherwise designated so as to be in the possession or under the control of the collateral taker or of a person acting on the collateral taker’s behalf and evidenced in writing. In the case of the securities represented in a book entry, the security interest is created upon the entry in the securities registry of the new ownership or of the pledge. In case of credit rights it will be required that the credit right is included in a list of credits which are provided to the secured party in writing or in an equivalent legal form (but we also note that notice to the obligor is required to avoid the obligor discharging its debt obligation to its original debtor). (b) Evidence in writing of the contribution (iei.e. delivery) of the financial collateral must allow the identification of its object. For this, it will be sufficient to prove that the object of the financial collateral, represented through an account entry, has been paid or constitutes a credit in the account registry. 4. What is the effect, if any, under the laws of Spain of the fact that the amount secured or the amount of Eligible Collateral subject to the security interest will fluctuate under the Master Agreement and the relevant Security Document (including as a result of entering into additional Transactions under the Master Agreement from time to time)? Under Article 1861 of the Spanish Civil Code, the amount secured may fluctuate under the Master Agreement and the relevant Security Document (including as a result of entering into additional Transactions under the Master Agreement) provided it does so in accordance with the terms agreed between the parties. However, if as a result of fluctuations, the relevant Security Document (including as a result of entering into additional Transactions under the Master Agreement) requires the posting of additional Eligible Collateral this will require the creation and perfection of a new security interest (which will not impact on the one already created). However where RDL 5/2005 applies, the parties can agree that, in the case of variations of the price of the secured asset or on the amount of the relevant financial obligation initially established, the new values or cash will have to be contributed or remitted, in order to establish a balance between the value of the collateral obligation and the value of the collateral created to secure it and such additional collateral will be considered part of the original security interest with no further action required (provided that it is delivered so as to be in the possession and control of the Collateral Taker). (a) would the security interest be valid in relation to future obligations of the Security Collateral Provider? Yes, the security interest will be valid in relation to future obligations of Security Collateral Provider under the Master Agreement (including those obligations which are the result of entering into additional Transactions under the Master Agreement from time to time). Future obligations should be able to be identified with certainty as and when they arise, by reference to the terms of the Security Document (which will include future obligations arising under Section 6 of the Master Agreement). The entering into new Transactions under the Master Agreement pursuant to the relevant Confirmations will be in compliance with the requirement under Spanish law that future obligations are sufficiently identified.

15 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. For the above purposes, it is understood that the security interest in any specific Collateral would only be relevant in relation to future obligations, if ever, at the time such future obligations arise and then only in relation to Collateral held at that time (b) would the security interest be valid in relation to future Collateral (that is, Eligible Collateral not yet delivered to the Secured Party at the time of entry into the relevant Security Document)? Yes, subject to the valid creation and perfection of such security interest under the relevant laws (as to which, see answers to questions 1 and 2). Where the Eligible Collateral is deemed located in Spain, the delivery of additional collateral will have to comply with the requirements described in 5.1 and 5.2 below. For the above purposes, it is understood that the security interest in Collateral to be delivered at some point in the future after the time of entry into the relevant Security Document would not take effect in relation to such Collateral until the Collateral had been delivered to the Secured Party in accordance with the Security Document. (c) is there any difficulty with the concept of creating a security interest over a fluctuating pool of assets, for example, by reason of the impossibility of identifying in the Security Documents the specific assets transferred by way of security? Yes. Pursuant to the laws of Spain, the assets must be clearly identified. Therefore, charges over a fluctuating pool of assets are not possible. However, assuming that each specific delivery to the Secured Party and return by the Secured Party of Collateral under the Security Document from time to time would be properly recorded by the Secured Party, so that, while the pool of Collateral would change from time to time, at any specific time the composition of the pool of Collateral could be clearly identified by the Secured Party, this would not cause any difficulty and the security interested would be recognised under Spanish law. (d) is it necessary under the laws of Spain for the amount secured by each Security Document to be a fixed amount or subject to a fixed maximum amount? Generally no. However, the creation of a security interest over movable assets located or deemed to be located in Catalonia is subject to specific rules35. (e) is it permissible under the laws of Spain for the Secured Party to hold Collateral in excess of its actual exposure to the Security Collateral Provider under the related Master Agreement? Yes, provided that it has been agreed by the parties that excess may be held. 5. Assuming the courts of Spain would recognise the security interest in each type of Eligible Collateral created under each Security Document, is any action (filing, registration, notification, stamping, notarisation or any other action or the obtaining of any governmental, judicial, regulatory or other order, consent or approval) required in Spain to perfect that security interest? If so, please indicate what actions must be taken and how such actions may differ depending upon the type of Eligible Collateral in question? Two alternatives can be discussed: where RDL 5/2005 applies and where RDL 5/2005 does not

35 Catalonian Law 5/2006 in respect of in rem rights. The security interest over movable assets in Catalonia is regulated in Fifth Book, Title VI. Chapter IX Real Guaranty Rights. 16 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. apply. 5.1 If RDL 5/2005 applies (i) Where Eligible Collateral is located in Spain The Security Document may be a private document (e.g. it is not required that the Security Document is granted in front of a notary or in a public document status) and there must be a transfer, delivery or book-entry registration of the securities, as the case may be, or the deposit or the transfer of cash. Specifically; 1. The collateral arrangements must be evidenced in writing or in a legally equivalent form, with no formal act required for the constitution, validity, perfection, enforceability or admissibility in evidence. 2. The constitution of the security right will require, in addition, the delivery of the secured asset and evidence of this in writing. For this purpose: (a) It will be understood that a security has been validly delivered when the secured asset has been delivered, transferred, registered or otherwise designated so as to be in the possession or under the control of the collateral taker or of a person acting on the collateral taker’s behalf. In the case of the securities represented in an accounting entry, it will be understood that the collateral has been constituted and delivered upon the entry in the accounting registry of the new ownership or of the pledge. (b) Evidence in writing or in a legally equivalent form of the delivery of the financial collateral must allow the identification of its object. For this, it will be sufficient to prove that the object of the financial collateral represented in book entry form, has been paid or constitutes a credit in the account registry (i.e. the account entry is sufficient evidence in writing). 3. In respect of credit rights it is required that such credit rights are included in a list of credits which is provided to the secured party in writing or in an equivalent legal form. Article 85 of the Spanish Insolvency Law establishes (referring to the lodging of claims) that "The notice shall be made in writing, signed by the creditor, by any other party with an interest in the credit, or by whoever proves sufficient representation thereof […]. The notice may also be served by electronic means" (ii) Eligible Collateral is not located in Spain. There are no formalities which need to be complied with under Spanish Law. However there may be formalities to be complied with which are imposed by the relevant law which may be (although this is not a Spanish law issue) the lex situs or the law chosen by the parties in which respect please refer to our answer below in 5.2 (second paragraph). 5.2 If RDL 5/2005 does not apply Where Eligible Collateral is located in Spain, perfection of the security interest in such Eligible Collateral will require the following: (i) the relevant Security Document must be executed before a Spanish Notary

17 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Public; (ii) Article 90.6 of the Spanish Insolvency Law establishes that the following shall be considered specially privileged claims: "Claims guaranteed by a pledge constituted in a public deed or on the pledged goods or rights that are in the possession of the creditor or a third party. In the case of pledge claims, it shall suffice for these to be recorded in a document with an authentic date to enjoy security over pledge claims". (iii) where Eligible Collateral is a cash deposit, and such cash deposit is held in an account with a credit entity other than Secured Party, notice of the creation of the security interest shall be served to such party; (iv) where Eligible Collateral is certificated shares in registered form, notice of the creation of the security interest shall be served to the relevant issuer; and (v) where Eligible Collateral is book-entry securities, the security interest must be recorded in the relevant book-entry register. Where Eligible Collateral is not located in Spain then the actions and formalities required to perfect the security interest in such Eligible Collateral will be governed by the relevant law which, may be lex situs. However, consideration should be given to the relationship between lex situs and lex concursus; as the law applicable to the insolvency of the relevant party, the provisions of which are mandatory. If the relevant insolvency law requires for the security interest to be effective that certain formalities are met, then those formalities should be met. We are of the opinion that, generally, in a situation where Spanish insolvency law applies (by reason of the fact that the Defaulting Party is a Spanish entity) the formalities required under Spanish law to enjoy a security interest which is insolvency proof will be those required (directly or indirectly) under Spanish insolvency laws as discussed in this opinion. The above, however, should be considered on a case by case basis against the following background regulations: Article 201 of the Insolvency Law which provides that "The effects of insolvency over in rem rights […] over assets of the insolvent […] which at the time of the declaration of insolvency are located in the territory of another State will be exclusively governed by the law of such State" The above provision would suggest that foreign law in rem rights would be respected in a Spanish insolvency (and therefore, fully recognised as such). However, the position is not straightforward. Article 201 of the Insolvency Law departs from the "strict immunity" system which is recognised under Article 58 of the EU Insolvency Regulation to EU Member States (Council regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings)Recast 2015/848 (the "Insolvency Regulation"). The reason for this is that the Insolvency Law provision requires, in order to isolate the relevant right, that it is considered an in rem right under the lex situs, but does not (as the EU Insolvency Regulation provides) offer guidance as to what would be the minimum elements for such right to be recognised as such under the lex concursus. As a result of this, the interpretation and effects of such provision are unclear and have

18 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. been the subject of considerable debate amongst scholars4. Article 58 of the Insolvency Regulation provides that: "Article 58 Third parties' rights in rem 1. The opening of insolvency proceedings shall not affect the rights in rem of creditors or third parties in respect of tangible or intangible, moveable or immoveable assets - both specific assets and collections of indefinite assets as a whole which change from time to time - belonging to the debtor which are situated within the territory of another Member State at the time of the opening of proceedings. 2. The rights referred to in paragraph 1 shall in particular mean: (a) the right to dispose of assets or have them disposed of and to obtain satisfaction from the proceeds of or income from those assets, in particular by virtue of a lien or a mortgage; (b) the exclusive right to have a claim met, in particular a right guaranteed by a lien in respect of the claim or by assignment of the claim by way of a guarantee; (c) the right to demand the assets from, and/or to require restitution by, anyone having possession or use of them contrary to the wishes of the party so entitled; (d) a right in rem to the beneficial use of assets. 3. The right, recorded in a public register and enforceable against third parties, under which a right in rem within the meaning of paragraph 1 may be obtained, shall be considered a right in rem. 4. Paragraph 1 shall not preclude actions for voidness, voidability or unenforceability as referred to in Article 4(2)(m)." We are not able to reach a final conclusion (even when the collateral is in Spain) and suggest that where RDL5/2005 does not apply, the position should be looked at on a case by case basis. 6. If there are any other requirements to ensure the validity or perfection of a security interest in each type of Eligible Collateral created by the Security Collateral Provider under each Security Document, please indicate the nature of such requirements. For example, is it necessary as a matter of formal validity that the Security Document be expressly governed by the law of Spain or translated into any other language or for the Security Document to include any specific wording? No. There are no further requirements to ensure the validity / perfection of the security interest. Are there any other documentary formalities that must be observed in order for a security interest created under each Security Document to be recognised as valid and perfected in Spain?

4 Please note that a new Insolvency Regulation has been approved in Regulation (EU) 2015/848 of 20 May 2015 which will be of application as of June 2017. Article 5 of Council Regulation (EU) No 1346/2000 will, on equivalent terms, be article 8 of the new Regulation. 19 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Please refer to our response to question 5 above. 7. Assuming that the Secured Party has obtained a valid and perfected security interest in the Eligible Collateral under the laws of Spain, to the extent such laws apply, by complying with the requirements set out in the responses to questions 1 to 6 above, will the Secured Party or the Security Collateral Provider need to take any action thereafter to ensure that the security interest in the Eligible Collateral continues and/or remains perfected, particularly with respect to additional Collateral pledged from time to time whenever the Credit Support Amount exceeds the Value of the Collateral held by the Secured Party? Generally no. However the posting of additional Collateral shall require compliance with the regime described in our response to questions 4 and 5 above, namely, appropriate transfer of collateral and evidence of this in writing which allows for identification of its object. 8. Assuming that (a) pursuant to the laws of Spain, the laws of another jurisdiction govern the creation and/or perfection of a security interest in the Eligible Collateral pledged pursuant to each Security Document and (b) the Secured Party has obtained a valid and perfected security interest in the Eligible Collateral under the laws of such other jurisdiction, will the Secured Party have a valid security interest in the Collateral so far as the laws of Spain are concerned? Yes. Lex situs will apply to the creation of security in respect of such collateral under Spanish private international law. Is any action (filing, registration, notification, stamping or notarisation or any other action or the obtaining of any governmental, judicial, regulatory or other order, consent or approval) required under the laws of Spain to establish, perfect, continue or enforce this security interest? Are there any other requirements of the type referred to in question 6 above? As a general rule, no action is required under the laws of Spain to establish, perfect, continue or enforce the security interest which is contemplated in this question 8 (e.g. one which is created under the laws of another jurisdiction and where Spanish law recognises that the laws of such other jurisdiction governs the creation/perfection of a security interest in the Eligible Collateral). However, if the collateral provider is an entity subject to insolvency proceedings in Spain, then, if RDL 5/2005 does not apply, the enforcement of collateral will need to respect general Spanish insolvency provisions. 9. Are there any particular duties, obligations, or limitations imposed on the Secured Party in relation to the care of the Eligible Collateral held by it pursuant to each Security Document? So far as the laws of Spain are concerned, the Secured Party, or a third party on behalf of the Secured Party, must hold in custody the relevant Eligible Collateral and will be liable to the Pledgor for any damages or losses sustained by the Eligible Collateral while held in custody, unless they arise from Force Majeure56. 10. Please note that pursuant to the terms of each Deed and the IM NY Annex, the Secured Party is not permitted to use any Collateral securities it holds. This is because (a) at the time that the 1995 Deed was published, it was thought, as a matter of English law, that any such use is or may be incompatible with the limited nature of the interest that the Secured Party has in the Collateral, and (b) the rules promulgated by various regulators prohibit the use of any Collateral securities held by the Secured Party due to the Collateral being "initial margin" . On

56 Force Majeure under Spanish law means that no one shall be liable for those events that could not have been foreseen, or that having been foreseen are unavoidable, except for those cases expressly stated in the law. 20 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. the other hand, unless otherwise agreed to by the parties, Paragraph 6(c) of the 1994 NY Annex and the VM NY Annex grants the Secured Party broad rights with respect to the use of Collateral, provided that it returns equivalent Collateral when the Pledgor is entitled to the return of Collateral pursuant to the terms of the 1994 NY Annex or the VM NY Annex, as applicable. Such use might include pledging or rehypothecating the securities, disposing of the securities under a securities repurchase (repo) agreement or simply selling the securities. Do the laws of Spain recognize the right of the Secured Party so to use such Collateral pursuant to an agreement with the Pledgor? 10.1. If RDL 5/2005 applies, then the Secured Party can dispose of the Collateral if the exercise of this right of use is allowed under the relevant agreement. 10.2. If RDL 5/2005 does not apply: Pursuant to Article 1.870 of the Spanish Civil Code, the Secured Party cannot use the pledged assets without authorisation of the Pledgor. Therefore the Secured Party will have the right to use the pledged assets where there is an agreement with the Pledgor to that effect. The right of use, however authorised as it may be, does not amount to a right of the Secured Party to dispose of the relevant assets (i.e it is a limited right the extent to which will depend on the nature of the asset which is given as collateral). Thus, the Secured Party may not pledge or rehypothecate the securities, dispose of the securities under a securities repurchase agreement or simply sell the securities. Where the Collateral is not in Spain and the governing law is not Spanish law enforcing such right may be challenged by a Spanish court. Notwithstanding the above, some Spanish legal doctrine has contended that the Secured Party may dispose of the Collateral where such Collateral is cash or fungible securities. This theory however has not been tested in the Spanish courts67 nor would it be in compliance with the regulations on book-entry securities which do not allow pledged securities to be disposed of unless security over the pledged securities is enforced. We are of the view that where the agreement provides for the right to sell the Collateral and return "equivalent" fungible securities or cash, the right to dispose should be recognised provided that the obligation of the Secured Party to return such Collateral is itself secured (and for this purpose a right to set-off will not be an equivalent security). In particular, how does such use of the Collateral affect, if at all, the validity, continuity, perfection or priority of a security interest otherwise validly created and perfected prior to such use? Where the security interest is governed by the laws of Spain (iei.e. where the collateral is located in Spain) and authorisation has been given to the Secured Party to dispose of the securities, any such disposal (in breach of a legally recognised enforcement procedure) could be treated under Spanish law as null and void with the effect that the disposal would be deemed illegal. The above answer is given on the basis that RDL 5/2005 does not apply. Where RDL 5/2005 applies, please refer to our answer in Section 10.1 above.

67However, in its judgment of November 3rd, 1993, Audiencia Provincial de Madrid found the security taker liable for damages caused to the security provider as a consequence of its refusal to substitute encumbered securities when their stock price was falling down. 21 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Are there any other obligations, duties or limitations imposed on the Secured Party with respect to its use of the Collateral under the laws of Spain? No. 11. What is the effect, if any, under the laws of Spain on the validity, continuity, perfection or priority of a security interest in Eligible Collateral under each Security Document of the right of the Security Collateral Provider to substitute Collateral pursuant to Paragraph 4(d) (or in the case of the IM Deed, Paragraph 4(e)) of each of the Annex and Deed? How does the presence or absence of consent to substitution by the Secured Party affect your response to this question? We are asked to comment specifically on whether the Pledgor and the Secured Party are able validly to agree in the Security Document that the Pledgor may substitute Collateral without specific consent of the Secured Party and whether and, if so, how this may affect the nature of the security interest or otherwise affect your conclusions regarding the validity or enforceability of the security interest. Note that the parties may also give upfront consent in the IM Security Documents to any substitution made by the Security Collateral Provider and/or the Custodian in accordance with the terms of the agreement described in Assumption (mn). The substitution of Collateral, pursuant to the right afforded to the Pledgor, will be possible under RDL 5/2005 only if consent of the collateral provider is granted. The cancellation of an existing security interest and the creation of a new security interest will require the consent of the Secured Party and the creation and perfection rules discussed in 4 and 5 above will apply to the new replacement collateral. Where the security interest is not governed by Spanish law (which will be the case if the Collateral is located outside Spain unless Article 12 of the Spanish Civil Code applies in respect of which please see our answer 1 above), and where RDL 5/2005 applies, this question will be governed by New York law or English law or any other relevant law, as such law will be the lex situs or the law chosen by parties (although this is not a Spanish law issue). If the Eligible Collateral is located in Spain and RDL 5/2005 does not apply, the rules of the Spanish Civil Code will apply. Under such rules consent of the Pledgor will be required to carry out such substitution. Where Eligible Collateral is not in Spain and RDL 5/2005 does not apply the rules of the lex situs will be applicable. In any of these two alternatives, where the Pledgor is insolvent, the insolvency administrators will recognise under any of the EU Insolvency Regulation or article 201 of the Insolvency Law the creation of such security and its terms (please refer to question 5 above). Enforcement of rights under the Security Documents by the Secured Party in the absence of an insolvency proceeding NoteWe are asked to note the additional assumption in (jk) above which applies to questions 12 to 15 below. 12. Assuming that the Secured Party has obtained a valid and perfected security interest in the Eligible Collateral under the laws of Spain, to the extent such laws apply, by complying with the requirements contained in the responses to questions 1 to 6 above as applicable, what are the formalities (including the necessity to obtain a court order or conduct an auction), notification requirements (to the Security Collateral Provider or any other person) or other procedures, if any, that the Secured Party must observe or undertake in exercising its rights as a Secured Party under each Security Document, such as the right to liquidate Collateral? For example, is it free to sell the Collateral (including to itself) and apply the proceeds to satisfy the Security Collateral Provider's outstanding obligations under the Master Agreement? Do such formalities or procedures differ depending on the type of Collateral involved? 22 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. The laws of Spain will apply if the relevant Eligible Collateral is located in Spain as Spanish laws will govern the creation (and enforcement) of the security interest. If this is the case, in exercising its rights as a Secured Party, it must comply with the enforcement requirements set forth in the relevant Spanish laws and/or regulations. A distinction should be made if RDL 5/2005 applies or not. A. If RDL 5/2005 applies: The Secured Party will be entitled to enforce the Collateral in accordance with the terms of the relevant collateral arrangement. In accordance with RDL 5/2005, enforcement over public debt, securities (valores negociables), credit rights and cash enjoys a specific, more flexible procedure under its Article 11. (i) Public debt (e.g. debt issued by the Spanish Kingdom or Autonomous Communities) and securities (valores negociables) Public debt and securities which are listed may be sold in the relevant secondary market through its governing bodies. The sale of unlisted securities is also possible although appropriate valuation mechanisms will need to be put in place (this may include a third party - accountant or expert - valuation which must fulfil a commercial reasonability test pursuant to art. 13 of RDL 5/2005). Prior notice to the Pledgor is not required unless expressly provided for in the relevant security instrument of the "principal" obligation (iei.e. in the relevant ISDA Master Agreement or the Credit Support Document). It will also be possible to foreclose (iei.e. appropiate) over the relevant assets if agreement has been reached between the parties in this respect and appropriate valuation mechanisms have been put in place in respect of the relevant assets. (ii) Cash Enforcement may be carried out by set-off. (iii) Credit Rights Enforcement may be carried out by means of a sale and appropriation or set-off of the value or contribution of such value to the fulfilment of the principal financial obligations. B. If RDL 5/2005 does not apply: The Secured Party is not free, in general, to sell the Collateral other than in accordance with the Spanish enforcement proceedings. Spanish legislation provides two different types of enforcement proceedings: (a) judicial proceedings which are conducted by the relevant court, and (b) non-judicial proceedings which do not require the intervention of the court. The following can be identified as non-judicial proceedings: (i) Notarial sale Article 1.872 of the Spanish Civil Code allows for any pledge to be enforced by liquidating the assets pledged through one or (subject to art. 75.2 of Law of Notarial Function 28/05/1862) more public sales conducted by a Spanish Notary Public and applying the proceeds to satisfy the Pledgor's obligations. The Pledgor has to be served prior notice of any such sales. 23 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (ii) Rights of set-off over cash deposits Supreme Court judgments dated 19 April 1997, 7 October 1997, 25 June 2001, 26 September 2002, 10 March 2004 and 30 November 2006 have established a line of jurisprudence which implicitly admits the creation of a pledge over payment rights although imposing on the constitution of the pledge the traditional requirements which apply to pledges expressly recognised in the Spanish Civil Code, e.g. pledges over movable assets (shares, securities, etc.). In this respect, although criticised by certain commentators, the Supreme Court judgments conclude that in order to constitute the pledge it will be necessary to: - notify the relevant obligor (in our case the counterparty which under the relevant contract is under a duty to make the payment); and - grant the pledge document in a public deed. The judgments of the Spanish Supreme Court above have recognised the right of a Secured Creditor to set off any amounts due by the Pledgor against the cash Collateral deposited in an account held with the Secured Creditor provided that the two conditions above are satisfied. (iii) Pledge over securities listed in Spain in guarantee of loan agreements Article 322 of the Spanish Commercial Code 1885 provides for a specific enforcement proceeding which applies only to facility agreements (loans/credits) secured by a pledge over securities listed in any official Spanish securities market. Such proceeding allows the selling of the securities in the relevant secondary market through its governing bodies. Prior notice to the Pledgor is not required, unless expressly provided otherwise in the relevant agreement. Finally, it must always be borne in mind that, as a matter of Spanish law, no creditor can enforce any security interest granted by the relevant Pledgor, unless: (i) the rights of the creditor arise from any of the so-called títulos ejecutivos listed in Article 517 of the Spanish Civil Proceedings Act, which in broad terms include any of the following: (1) final and enforceable judgement; (2) final and enforceable decision of an arbitrator; (3) judicial resolutions approving judicial transactions and agreements achieved during the procedure; (4) public deeds ("escritura pública") granted before Spanish notaries (subject to different resolutions depending on whether the same are original copies or not); (5) policies ("póliza") of mercantile agreements executed by the parties before a Spanish notary (certified on an original by the relevant notary); (6) bills ("títulos") in bearer or registered form, duly issued, representing executable obligations and the coupons; 24 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (7) certificates in force issued by the entities in charge of the accounting registries in relation to the securities represented by book-entries; (8) the writ establishing the maximum amount to be claimed as a compensation due to facts covered by the compulsory civil liability insurance for the use of motor vehicles; and (9) other judicial resolutions and documents that, by virtue of the Spanish Civil Procedure Act or other law, will attach execution rights. (ii) the amount claimed by such creditor is liquid and certain. Calculations made by the creditor are not sufficient for the relevant amount claimed by it to be deemed to be liquid and certain. Therefore, unless such amount is clearly shown in the relevant agreement (e.g. the principal of a loan), or can be calculated pursuant to a simple mathematical operation in accordance with the provisions of the relevant agreement (e.g. the fixed-rate interest accrued under a loan), enforcement is only possible if a judgment stating the amount owed by the debtor has been previously obtained. However, Article 572 of the Spanish Civil Procedure law provides for an exemption to the above requirement. Pursuant to Article 572, in relation to agreements executed before a Spanish notary public, the amount claimed by the relevant creditor shall be presumed to be certain and liquid, provided that it had been agreed in the relevant public deed that the amount due and payable was that calculated by the creditor in accordance with the provisions of the relevant agreement and such amount has been notified to the debtor. Notwithstanding the above and where the principal obligation is not governed by Spanish law: (a) it has not been tested before the Spanish courts, as far as we are aware, whether Article 572 applies or not to agreements governed by the laws of a jurisdiction other than Spain. However, we are aware of at least one case in which application of Article 1.435 (which was the Article of the former Spanish Civil Procedure law which is equivalent to Article 572 of the now applicable law) to an agreement governed by the laws of England was upheld by the governing body of ana Spanish Securities Market in connection with the specific enforcement proceeding provided in Article 322 of the Spanish Commercial Code 1885; and (b) although the literal wording of Article 572 refers to "transactions deriving from agreements formalised in a public deed" (thus including not only facilities but also other types of agreements), it cannot be discounted that there is a risk that the Spanish courts find that Article 572 must only apply to facility (loans/credit type instruments) agreements. 13. Assuming that (a) pursuant to the laws of Spain, the laws of another jurisdiction govern the creation and/or perfection of a security interest in the Eligible Collateral transferred by way of security pursuant to each Security Document (for example, because such Collateral is located or deemed located outside Spain), and (b) the Secured Party has obtained a valid and perfected security interest in the Eligible Collateral under the laws of such other jurisdiction, are there

25 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. any formalities, notification requirements or other procedures that the Secured Party must observe or undertake in Spain in exercising its rights as a Secured Party under each Security Document? Except in the case of insolvency proceedings (in which case mandatory Spanish insolvency law will apply) under the laws of Spain, where the laws of another jurisdiction validly govern the creation and/or perfection of a security interest, the exercise of the Secured Party's rights shall comply with the laws of the relevant foreign jurisdiction. We note however that where the laws of the foreign jurisdiction applicable to the security interest do not require that the Pledgor is given prior actual notice of the commencement of any enforcement procedure and an agreement in this respect has been reached by the parties in the relevant agreement, this may be deemed by Spanish courts to contravene the Spanish public policy rules and may not be enforceable against a Spanish counterparty, unless such agreement were recognised under Spanish law (i.e if RDL 5/2005 applied). 14. Are there any laws or regulations in Spain that would limit or distinguish a creditor's enforcement rights with respect to Collateral depending on (a) the type of transaction underlying the creditor's exposure, (b) the type of Collateral or (c) the nature of the creditor or the debtor? Where RDL5/2005 applies the rules which apply to collateral enforcement are different from the general rules. (i) The type of transaction underlying the creditor's exposure RDL 5/2005 requires in order for ana special enforcement procedure to apply, that the transaction comply with the objective requirements laid out in the law. Debate has been held in respect of which transactions are eligible in order to benefit from the provisions of the law. This debate however is not critical to the analysis carried out in this opinion given that we are assuming that only RDL 5/2005 qualifying transactions will be documented under the relevant ISDA Master Agreement and no controversy arises in respect of this being eligible under RDL 5/2005. All transactions listed in Appendix A to this Memorandum are qualifying transactions for the purpose of RDL 5/2005. (ii) The type of Collateral As discussed in 12 above, Spanish legislation and Spanish courts recognise non-judicial enforcement proceedings in respect of certain types of Collateral (e.g. cash, securities (valores negociables). Where RDL 5/2005 applies, the Collateral can only be public debt, securities, cash, equity or credit rights in order to enjoy a flexible enforcement procedure. We note in this respect that Eligible Collateral covered by this opinion and described in assumption (h) fall within the scope of RDL 5/2005. (iii) The nature of the creditor or the debtor Under RDL 5/2005 at least one of the parties to the contractual netting agreement must be: . a public entity,; . the European Central Bank, the Bank of Spain, EU Central Banks, Central Banks of Third Party States, the BIS, multilateral development banks, the IMF and the EIB, ;

26 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. . banks, insurance companies, Sociedades de Valores (Securities Broker-Dealers), Agencias de Valores (Securities Brokers), Cajas de Ahorros (Savings Banks), Establecimientos Financieros de Crédito (Financial Credit Entities), Cooperativas de Crédito (Credit Unions), ; . collective investment undertakings and its management companies, Spanish securitisation funds and its management companies, pension funds and other financial entities in accordance with Article 4.53.1 (22) of EC Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC relating to the taking up and pursuit of the business of credit institutions.; . secondary markets bodies and management companies of such secondary markets, clearing system companies, entities which are referred to in Law 41/1999 and equivalent entities which operate in the options, futures and derivatives markets,; or . individuals provided that the counterparty to such individual is any of a governing body of a secondary market, a clearing system company and central counterparty entity or any of the entities referred to in Law 41/1999 of 12 November. RDL 5/2005 will also apply to financial contractual netting agreements and financial collateral arrangements where one of the parties is a legal entity, not included in any of the related categories above, provided that the other party belongs to any of such categories. For example, are there any types of "statutory liens" that would be deemed to take precedence over a creditor's security interest in the Collateral? No. Where RDL 5/2005 applies, financial collateral agreements shall not be limited, restricted or somehow affected by the initiation of an insolvency proceeding or winding up proceeding and may be immediately enforced in a separate proceeding and on the terms agreed by the parties and in accordance with RDL 5/2005. Thus, any "statutory lien" established in favour of a third party will not impede or have any impact on the enforcement of the financial collateral. 15. How would your response to questions 12 to 14 change, if at all, assuming that an Event of Default ,exists with respect to the Secured Party in addition to the Security Collateral Provider (for example, would this affect this ability of the Secured Party to exercise its enforcement rights with respect to the Collateral)? Where an Event of Default, Relevant Event or Specified Condition, as the case may be, exists with respect to the Secured Party in addition to the Security Collateral Provider, the Secured Party will be able, provided that RDL 5/2005 applies, to exercise its enforcement rights. Where such Event of Default, Relevant Event or Specified Condition has occurred such right of enforcement, on insolvency, will be questioned if RDL 5/2005 does not apply. Enforcement of rights under the Security Documents by the Secured Party after commencement of an insolvency proceeding Note the additional assumption in (k) above which applies to questions 16 to 18 below.

27 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. 16. How are competing priorities between creditors determined in Spain? What conditions must be satisfied if the Secured Party's security interest is to have priority over all other claims (secured or unsecured) of an interest in the Eligible Collateral? Where RDL 5/2005 applies, the relevance of the priorities described above should be considered in the context of the privilege or special treatment, which is afforded under RDL 5/2005, to financial collateral. In this respect, irrespective of the nature of the security which is created over the relevant collateral (e.g. whether this is created pursuant to the Transfer Annex or any of the Security Documents), the Law provides that "the commencement of a winding-up or an administrative liquidation proceeding, shall not be the cause to declare void or terminate a financial collateral arrangement or the provision of financial collateral under such arrangement, provided that the financial collateral arrangement has come into existence, or the financial collateral has been provided prior to the commencement of such proceeding; or in a prescribed period prior to the commencement of such proceeding or measures or by reference to the making of any order or the taking of any other event in the course of such proceedings or measures. […]" The above would allow us to conclude that upon insolvency: - the termination of the contractual netting agreement is specifically allowed; - the enforcement of the collateral is permitted; and - upon enforcement of the collateral, the creditor is entitled to claim against the insolvency estate the net amount which results from the calculation determined pursuant to the terms of the contractual netting agreement. This net amount will be calculated pursuant to the terms of the Master Agreement and the Secured Party entitled to apply the collateral pursuant to the collateral agreement which is related to it. If the collateral is not sufficient to cover full payment of the net amount, the Secured Party will be an unsecured creditor for the balance in the bankruptcy of the Security Collateral Provider. 17. Would the Secured Party's rights under each Security Document, such as the right to liquidate the collateral, be subject to any stay or freeze or otherwise be affected by commencement of the insolvency (that is, how does the institution of an insolvency proceeding change your responses to questions 12 and 13 above, if at all)? If RDL 5/2005 applies, no, provided that fraud cannot be proven by the insolvency administrators, in entering into the margin arrangements. Where RDL 5/2005 does not apply, a two year period (the "Suspect Period") in certain circumstances applies in respect of transactions entered into by the insolvent where a presumption is made that the contract is in prejudice to the counterparty. In the Suspect Period the insolvency administrators may seek to question contracts of any nature entered into by the insolvent. In addition, under article 56 of the Insolvency Law a freeze on enforcement rights of up to a maximum of one year also applies. 18. Will the Security Collateral Provider (or its administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official) be able to recover any transfers of Collateral made to the Secured Party during a certain "suspect period" preceding the date of the insolvency as a result of such a transfer constituting a "preference" (however called and whether or not fraudulent) in favour of the Secured Party or on any other basis?

28 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Yes. However, where RDL 5/2005 applies, the ability to recover any transfer of collateral will be limited to instances in which there is proof of fraud by the Collateral Taker. See our explanations to question 17 above. If so, how long before the insolvency does this suspect period begins? See our answer in 17 above. If such a period exists, would the substitution of Collateral by a counterparty during this period invalidate an otherwise valid security interest if the substitute Collateral is of no greater value than the assets it is replacing? See our answer in 17 above. Would the posting of additional Collateral pursuant to the mark-to-market provisions (or the IM calculation provisions in the case of the IM Security Documents) of the Security Documents during the suspect period be subject to avoidance, either because the Collateral was considered to relate to an antecedent or pre-existing obligation or for some other reason? No where RDL 5/2005 applies unless fraud can be proved.

Miscellaneous 19. Would the parties' agreement on governing law of each Security Document and submission to jurisdiction be upheld in Spain, and what would be the consequences if they were not? Yes, the parties agreement on governing law in respect of each security document and submission to jurisdiction will be upheld. We note however our answer to question 2 in respect of the conflict of laws position The IM NY Annex forms part of and is subject to the ISDA Master Agreement. Where the relevant ISDA Master Agreement is governed by English law, but the parties will provide in paragraph 13 of the IM NY Annex that the Annex is governed by and construed in accordance with New York law, the governing law of the ISDA Master AgrementAgreement will accordingly be split (i.e., dépeçage) – English law will govern the pre-printed ISDA Master Agreement, the Schedule and the Transactions but New York law will govern the IM NY Annex. The English jurisdiction provision of the ISDA Master Agreement would apply to the entire agreement including the IM NY Annex. Would the split governing law affect your answer above? No. , the split will not affect our answer above. The IM Deed may be entered into in connection with either an English law ISDA Master Agreement or a New York law governed ISDA Master Agreement but as it as a separate agreement and does not form part of the relevant ISDA Master Agreement. It is assumed that the differences in governing law between the relevant ISDA Master Agreement and the IM Deed will not affect our answer above which assumption is correct. Pursuant to Article 10.1 of the Spanish Civil Code, the creation of a security interest is governed by the relevant lex situs. This means that the courts of Spain would generally not recognise the validity of a security interest created under a Security Document where such security is not enforceable under the relevant lex situs even if such security interest is valid under the governing law of such Security Document (as an exception, pursuant to Article 12.2 of the Spanish Civil Code, the courts of Spain would recognise the validity of a security interest in Eligible Collateral located outside

29 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Spain created under a Security Document governed by the laws of Spain if such security interest is valid pursuant to the conflict of law rules of the relevant lex situs. This rule is known as reenvío de retorno). Submission to jurisdiction will be upheld in accordance with the provisions of the EU Regulation 1215/2012, 12 December 2012 on Jurisdiction and Enforcement of Judgements in Civil and Commercial Matters (the "EU Regulation 1215/2012"). 20. Are there any other local law considerations that you would recommend the Secured Party to consider in connection with taking and realising upon the Eligible Collateral from the Security Collateral Provider? Prior to taking and realising any Eligible Collateral, we would recommend, in common to other financial or security transactions, inter alia: (i) a review of the constitutional documents of the Security Collateral Provider (since such constitutional documents could provide for any specific requirement or restriction to the legal provisions on taking and realising Collateral); (ii) a review of the authority (e.g. power of attorney) of the Security Collateral Provider's representatives; (iii) consideration of all relevant legislation applicable to the Security Collateral Provider (since such legislation could provide for any specific requirement or/and exemption to the general legal provisions on taking and realising Collateral); and (iv) consideration of any case law further to the date hereof (since many of the issues dealt with herein depend or rely on jurisprudence). 21. Are there any other circumstances you can foresee that might affect the Secured Party's ability to enforce its security interest in Spain? No absent fraud, force majeure or generally any other factors or elements which may impact on the ability to validly enter and perform obligations under contract.

PART 2 TITLE TRANSFER APPROACH PURSUANT TO THE TRANSFER ANNEX APPROACH In this Part 2 of our memorandum, we consider issues relating to the Transfer Annex. For this purpose you have asked us to assume the same facts as set forth in Part 1, but on the assumption that the parties have entered into a Transfer Annex in connection with a Master Agreement rather than a Security Document. For this purpose, assumptions (a) to (k) should be read as modified by the following: references to the "Security Document(s)" should be deemed to be references to the "Transfer Annex"; references to the "Security Collateral Provider" and "Secured Party" should be deemed to be references to "Transferor" and "Transferee", respectively; and references to "Eligible Collateral" should be deemed to be references to "Eligible Credit Support". Assumptions (L) and (M) in Part 1 will not apply to this Part 2. In addition we make the following additional assumption:

30 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. The Transferor has entered into a Master Agreement governed by English law and a Transfer Annex with the Transferee78 Pursuant to the terms of each Transfer Annex, and as a matter of English law, transfers of Eligible Credit Support involve an outright transfer of title, free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system). If an Event of Default exists with respect to either party, an amount equal to the Value of the Credit Support Balance is deemed to be an Unpaid Amount under the Master Agreement and therefore is taken into account for purposes of determining the amount due upon close-out of the Transaction pursuant to Section 6(e) of the Master Agreement. Although such arrangement has an economic effect similar to the Collateral arrangements evidenced by the Security Documents, neither Transfer Annex is intended to create any form of security interest. There are also significant differences to the rights of the parties under each Transfer Annex, as further described in your instruction letter dated 20 May 2016 ("the Instruction Letter"). We assume that transfers under each Transfer Annex would not be recharacterized as creating a form of security interest by an English court, provided that the relevant Transfer Annex was not amended in any material way and provided further that the parties by their conduct did not otherwise clearly evidence an intention to create a security interest in the transferred Collateral.

Questions relating to the Transfer Annexes For Transfer Annexes, would any of our responses to questions 22 through 29 that we provided as of the last date such responses were provided with respect to Spain be different as a result of (a) any changes in law in Spain, (b) the inclusion of the VM Transfer Annex in this opinion that was not previously included, or (c), the inclusion of equity securities as Eligible Collateral described in assumption (f)(v)? No. 22. Would the laws of Spain characterise each transfer of Eligible Credit Support as effecting an unconditional transfer of ownership in the assets transferred? Where RDL 5/2005 applies, the transfer will be characterised as unconditional provided that it is agreed upon in a private document (which the Transfer Annex is) and the Eligible Credit Support is so transferred. This will also be the case where the ElegibleEligible Collateral is outside Spain provided that under the relevant lex situs such unconditional transfer is recognised. Where RDL 5/2005 does not apply, the transfer of Eligible Credit Support under the Transfer Annex may amount to a transfer of title as security and, therefore, its validity and effectiveness under the laws of Spain need to be examined under both the Spanish conflicts of laws rules and the principles of Spanish law relating to transfer of title as security. Pursuant to Article 10.1 of the Spanish Civil Code, the transfer of title to an asset is governed by the law of the jurisdiction where the asset is located (lex situs). This means that the principles of Spanish law relating to transfer of title as security shall only apply to transfers of Eligible Credit Support located in Spain.

78 PleaseWe assume for purposes of yourour analysis of the Transfer Annex that it is being used together with either 1992 version of the Master Agreement or the 2002 ISDA Master Agreement. Given that the Collateral arrangements in the Transfer Annex are deemed to constitute a Transaction for purposes of the Master Agreement and that the Transfer Annex contemplates physical delivery of Eligible Credit Support in the form of securities, the Transfer Annex cannot be used with either 1987 version of the Master Agreement without significant amendment (see footnote 2 on page 3). 31 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Under the laws of Spain, the creation of security by way of outright transfer of title is deemed to be a negocio indirecto (indirect agreement) or negocio fiduciario. The main feature of negocios indirectos is that they have an effect (e.g. transfer of title) which exceeds the true purposes of the parties when entering into them (e.g. taking security). Although the majority of the judgments rendered by the Spanish Supreme Court have upheld the validity and enforceability inter partes of negocios indirectos, the effectiveness against third parties of transfer of title as security under Spanish law is unclear, since case law of the Spanish Supreme Court is not unanimous89. As a result we cannot confirm that where RDL 5/2005 does not apply a Spanish Court would recognise each transfer of Eligible Credit Support as effecting an unconditional transfer of ownership in the assets transferred. Where RDL 5/2005 doesn’t apply and Eligible Credit Support is outside of Spain the Spanish court would uphold the transfer if valid under the law of the lex situs. Is there any risk that any such transfer would be recharacterised as creating a security interest? If so, is there any way to minimise such risk? What would be the specific consequences of such a recharacterisation (referring back to issues related to perfection, priority and formal requirements for establishing both as discussed with regard to the Security Documents in Part 1 above). Where RDL 5/2005 applies, no such risk exists. However, where RDL 5/2005 does not apply, any of the following is a possible scenario: - Spanish courts may characterise each transfer of Eligible Credit Support as effecting an unconditional transfer of ownership in the assets transferred. - Spanish courts may find the transfer will not be effective against third parties (e.g. other creditors of the Transferor). As a consequence, any creditors of the Transferor might try to seek enforcement of their claims against the Eligible Credit Support transferred by the Transferor to the Transferee. - Finally, the Spanish courts may recharacterise such transfer of title as creating a security interest. In this case, such so- recharacterised security interest will only be enforceable against third parties if all the requirements for the perfection of a security interest have been met. Given that the ruling of the relevant Spanish Court will depend on the circumstances of the case presented to it we can not suggest which of the three outcomes above is most likely to be the result. Accordingly we can not suggest a sufficiently sound way of minimising this risk. 23. Assuming that the Transferee receives an absolute ownership interest in the Eligible Credit Support, will it need to take any action thereafter to ensure that its title therein continues? Are there any filing or perfection requirements necessary or advisable, including taking any of the actions referred to in question 5? Are there any other procedures that must be followed or consents or other governmental or regulatory approvals that must be obtained to establish, enforce or continue such an ownership interest? Where RDL 5/2005 applies, no further action will be required to continue the ownership interest. Except in the case of book entry securities where the transfer must be entered in the relevant account(s).

89Although it remains unclear, Supreme Court Judgment of 24 June 2010 may be suggesting that the special regime on transfer title collateral agreements should be applicable also outside the scope of RDL 5/2005. 32 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. However, where RDL 5/2005 does not apply, it may be advisable that each Transfer of Eligible Credit Support is evidenced before a Spanish Notary Public in order for it to be effective vis à vis third parties. Moreover, where Eligible Credit Support are book-entry securities, the transfer of such Eligible Credit Support must be recorded in the relevant book-entry register. 24. What is the effect, if any, under the laws of Spain of the right of the Transferor to exchange Eligible Credit Support pursuant to Paragraph 3(c) of the Transfer Annex? We are asked to comment specifically on whether the Transferor and the Transferee are able validly to agree in the Security Document that the Transferor may exchange Collateral without specific consent of the Transferee and whether and, if so, how this may affect your conclusions regarding the validity or enforceability of the Transfer Annex. Exchange of Eligible Credit Support will always amount to a new transfer of Eligible Credit Support. However, lack of consent to carry out such an exchange may render the relevant exchange invalid (although we note that the parties may agree to such exchange in the Security Document and not upon each exchange ocurringoccurring). 25. The Transferee's rights in relation to the transferred Eligible Credit Support upon the occurrence of an Event of Default will be governed by Section 6 of the Master Agreement. Assuming that Section 6 of the Master Agreement is valid and enforceable in Spain insofar as it relates to the determination of the net amount payable by either party on the termination of the Transactions, could you please confirm that Paragraph 6 of the Transfer Annex would also be valid to the extent it provides for the Value of the Credit Support Balance to be included in the calculation of the net amount payable under Section 6 (e) of the Master Agreement. Where RDL 5/2005 applies, yes. 26. Would the rights of the Transferee be enforceable in accordance with the terms of the Master Agreement and the Transfer Annex, irrespective of the insolvency of the Transferor? The rights of the Transferee under the Master Agreement and, in particular, the calculation of the net amount payable under Section 6(e) of the Master Agreement, will be enforceable in the event of the insolvency of the Transferor when RDL 5/2005 applies. 27. Will the Transferor (or its administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official) be able to recover any transfers of Eligible Credit Support made to the Transferee during a certain "suspect period" preceding the date of the insolvency? Where RDL 5/2005 applies, the ability to recover any transfer of Eligible Credit Support will be limited by the receivers having to prove that fraud existed in the entering into the relevant agreement. If so, how long before the insolvency does this suspect period begin? Two years. If such a period exists, would the substitution of Eligible Credit Support by a counterparty during this period invalidate an otherwise valid transfer assuming the substitute assets are of no greater value than the asset they are replacing? No in the absence of fraud when RDL 5/2005 applies.

33 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Would the transfer of additional Eligible Credit Support pursuant to the mark-to-market provisions of the Transfer Annex during the suspect period be subject to avoidance, either because it was considered to relate to an antecedent or pre-existing obligation or for some reason? Where RDL 5/2005 applies, it will be required that fraud is proven by the receivers in respect of the relevant transfer of additional Credit Support. Provided the Master Agreement and the relevant Transactions have been entered into before the Suspect Period, we do not believe that the transfer of additional Credit Support within the Suspect Period should be subject to rescission so long as such posting does not arise out of any amendment to the original terms of the Master Agreement and/or the Transactions made by the parties within the Suspect Period and takes place en condiciones de mercado (on market terms). Therefore, we are of the opinion that where: (a) the transfer of additional Credit Support has been expressly and initially provided for in a relevant agreement entered into before the Suspect Period; (b) the relevant agreement sets out the procedures (frequency, amount, etc.) applicable to such transfer; and (c) the value of the Eligible Credit Support transferred is determined on an objective and indisputable basis (e.g. in relation to securities, the quotation in the relevant market on the transfer date), then, there would be no reasonable ground to consider that any transfer of additional Credit Support made within the Suspect Period in accordance with the provisions of the relevant Master Agreement is in fraud to the insolvency estate. 28. Would the parties' agreement on governing law of the Transfer Annex and submission to the jurisdiction be upheld in Spain, and what would be the consequences if it were not? Pursuant to Article 10.1 of the Spanish Civil Code, the creation of security by the Transferor is governed by the relevant lex situs. Submission to jurisdiction will be upheld in accordance with the provisions of the EU Regulation 1215/2012. Our answer above aside we are specifically asked to comment on what may be the consequences of Brexit for the recognition and enforcement of judgments issued by an English court is sought in an EU court. Any post-Brexit outcome in this respect will depend on the final negotiated UK position and the then rules of private international law of Spain.

It is anticipated that there will likely be procedural and substantive conditions which are not currently applicable. We are not however able to anticipate these now.

29. Is the Transfer Annex in an appropriate form to create the intended outright transfer of ownership in the Eligible Credit Support to the Transferee? If there are any other requirements to ensure the validity of such transfer in each type of Eligible Credit Support by the Transferor under the Transfer Annex, please indicate the nature of such requirements. For example, are there any requirements of the type referred to in question 6? Pursuant to Article 10.1 of the Spanish Civil Code, the transfer of title to an asset is governed by the law of the jurisdiction where the asset is located (lex situs). This means that the

34 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. principles of Spanish law shall only apply to transfers of Eligible Credit Support located in Spain. Where the assets are deemed located in Spain and RDL 5/2005 applies, yes and there are no further requirements. PART 3 MISCELLANEOUS Close-out Amount Protocol We are also requested to adviceadvise on the Close-out Amount Protocol. The 2009 ISDA Close-out Amount Protocol was published on Monday February 27, 2009. The purpose of the Protocol is to facilitate amendment of existing 1992 ISDA Master Agreements to replace Market Quotation and (subject to the election to preserve Loss provisions) Loss with Close-out Amount. A copy of the protocol is attached for your convenience. We can assume that as a matter of the relevant governing law of the agreement the amendments are valid and enforceable. Since all opinions commissioned by ISDA assume (as requested by ISDA) that the governing law of the agreement is either New York or English law, counsel in England and Wales and counsel in New York have each agreed to confirm not only that that the amendments made by the Protocol do not affect the conclusions reached in their opinions but also that they are valid and legally enforceable as a matter of their law. On the basis that the amendments made by the Protocol to the 1994 NY Annex, 1995 Deed and 1995 Transfer Annex do not alter the security or transfer provisions of the documents but merely seek to ensure that the exposure calculation reflects the amended close-out amount calculations, this amendment will not affect the conclusions reached in our collateral opinion dated 15 December 2015.herein. Collateral Agreement Negative Interest Protocol We are requested to adviceadvise on the Collateral Agreement Negative Interest Protocol. The 2014 ISDA Collateral Agreement Negative Interest Protocol was published on May 12, 2014. The purpose of the Protocol is to allows adherent parties to address the uncertainty created by negative interest rates by allowing them to modify provisions in ISDA-published collateral agreements such that if an interest amount for an interest period is negative, the party pledging cash collateral pays the absolute value of that interest amount to the collateral receiver for that interest period. On the basis that the amendments made by the Protocol to the Credit Support Documents do not alter the security or transfer provisions of the documents but merely seek to ensure that parties can account for negative interest amounts on cash collateral, we confirm that this amendment will not affect the conclusions reached in our collateral opinion dated 15 December 2015.herein.

------**------We confirm that as of the date of this opinion there are no other developments pending in the current regulatory or legal environment which will have an impact on the conclusions in this opinion. This memorandum is addressed to ISDA solely for its benefit and the benefit of its members in relation to their use of one or more of the Master Agreements. No other person may rely on this letter for any purpose without our prior written consent. This memorandum may, however, be shown by an ISDA or

35 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. its member to their professional advisers and/or a competent regulatory or supervisory authority for suchan ISDA member for purposes of information only, on the basis that we assume no responsibility to such authority or any other person as a result, or otherwise.

Iñigo Gomez-Jordana 6 September 201615 February 2018 Partner DLA Piper International LLP Senior Partner, DLA Piper Spain SAU

36 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. APPENDIX A DECEMBER 2015 CERTAIN TRANSACTIONS UNDER THE ISDA MASTER AGREEMENTS

Basis Swap. A transaction in which one party pays periodic amounts of a given currency based on a floating rate and the other party pays periodic amounts of the same currency based on another floating rate, with both rates reset periodically; all calculations are based on a notional amount of the given currency. Bond Forward. A transaction in which one party agrees to pay an agreed price for a specified amount of a bond of an issuer or a basket of bonds of several issuers at a future date and the other party agrees to pay a price for the same amount of the same bond to be set on a specified date in the future. The payment calculation is based on the amount of the bond and can be physically-settled (where delivery occurs in exchange for payment) or cash-settled (where settlement occurs based on the difference between the agreed forward price and the prevailing market price at the time of settlement). Bond Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to purchase (in the case of a call) or sell (in the case of a put) a specified amount of a bond of an issuer, such as Kingdom of Sweden or Unilever N.V., at a specified strike price. The bond option can be settled by physical delivery of the bonds in exchange for the strike price or may be cash settled based on the difference between the market price of the bonds on the exercise date and the strike price. Bullion Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to purchase (in the case of a call) or sell (in the case of a put) a specified number of Ounces of Bullion at a specified strike price. The option may be settled by physical delivery of Bullion in exchange for the strike price or may be cash settled based on the difference between the market price of Bullion on the exercise date and the strike price. Bullion Swap. A transaction in which one party pays periodic amounts of a given currency based on a fixed price or a fixed rate and the other party pays periodic amounts of the same currency or a different currency calculated by reference to a Bullion reference price (for example, Gold-COMEX on the COMEX Division of the New York Mercantile Exchange) or another method specified by the parties. Bullion swaps include cap, collar or floor transactions in respect of Bullion. Bullion Trade. A transaction in which one party agrees to buy from or sell to the other party a specified number of Ounces of Bullion at a specified price for settlement either on a "spot" or two-day basis or on a specified future date. A Bullion Trade may be settled by physical delivery of Bullion in exchange for a specified price or may be cash settled based on the difference between the market price of Bullion on the settlement date and the specified price. For purposes of Bullion Trades, Bullion Options and Bullion Swaps, "Bullion" means gold, silver, platinum or palladium and "Ounce" means, in the case of gold, a fine troy ounce, and in the case of silver, platinum and palladium, a troy ounce (or in the case of reference prices not expressed in Ounces, the relevant Units of gold, silver, platinum or palladium). Buy/Sell-Back Transaction. A transaction in which one party purchases a security (in consideration for a cash payment) and agrees to sell back that security (or in some cases an equivalent security) to the other party (in consideration for the original cash payment plus a premium). Cap Transaction. A transaction in which one party pays a single or periodic fixed amount and the other 37 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. party pays periodic amounts of the same currency based on the excess, if any, of a specified floating rate (in the case of an interest rate cap), rate or index (in the case of an economic statistic cap) or commodity price (in the case of a commodity cap) in each case that is reset periodically over a specified per annum rate (in the case of an interest rate cap), rate or index (in the case of an economic statistic cap) or commodity price (in the case of a commodity cap). Collar Transaction. A collar is a combination of a cap and a floor where one party is the floating rate, floating index or floating commodity price payer on the cap and the other party is the floating rate, floating index or floating commodity price payer on the floor. Commodity Forward. A transaction in which one party agrees to purchase a specified quantity of a commodity at a future date at an agreed price, and the other party agrees to pay a price for the same quantity to be set on a specified date in the future. A Commodity Forward may be settled by the physical delivery of the commodity in exchange for the specified price or may be cash settled based on the difference between the agreed forward price and the prevailing market price at the time of settlement. Commodity Index Transaction. A transaction, structured in the form of a swap, cap, collar, floor, option or some combination thereof, between two parties in which the underlying value of the transaction is based on a rate or index based on the price of one or more commodities. Commodity Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to purchase (in the case of a call) or sell (in the case of a put) a specified quantity of a commodity at a specified strike price. The option can be settled either by physically delivering the quantity of the commodity in exchange for the strike price or by cash settling the option, in which case the seller of the option would pay to the buyer the difference between the market price of that quantity of the commodity on the exercise date and the strike price. Commodity Swap. A transaction in which one party pays periodic amounts of a given currency based on a fixed price and the other party pays periodic amounts of the same currency based on the price of a commodity, such as natural gas or gold, or a futures contract on a commodity (e.g., West Texas Intermediate Light Sweet Crude Oil on the New York Mercantile Exchange); all calculations are based on a notional quantity of the commodity. Contingent Credit Default Swap. A Credit Default Swap Transaction under which the calculation amounts applicable to one or both parties may vary over time by reference to the mark-to-market value of a hypothetical swap transaction. Credit Default Swap Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to enter into a Credit Default Swap. Credit Default Swap. A transaction in which one party pays either a single fixed amount or periodic fixed amounts or floating amounts determined by reference to a specified notional amount, and the other party (the credit protection seller) pays either a fixed amount or an amount determined by reference to the value of one or more loans, debt securities or other financial instruments (each a "Reference Obligation") issued, guaranteed or otherwise entered into by a third party (the "Reference Entity") upon the occurrence of one or more specified credit events with respect to the Reference Entity (for example, bankruptcy or payment default). The amount payable by the credit protection seller is typically determined based upon the market value of one or more debt securities or other debt instruments issued, guaranteed or otherwise entered into by the Reference Entity. A Credit Default Swap may also be physically settled by payment of a specified fixed amount by one party against delivery of specified obligations ("Deliverable Obligations") by the other party. A Credit Default Swap

38 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. may also refer to a "basket" (typically ten or less) or a "portfolio" (eleven or more) of Reference Entities or may be an index transaction consisting of a series of component Credit Default Swaps. Credit Derivative Transaction on Asset-Backed Securities. A Credit Default Swap for which the Reference Obligation is a cash or synthetic asset-backed security. Such a transaction may, but need not necessarily, include "pay as you go" settlements, meaning that the credit protection seller makes payments relating to interest shortfalls, principal shortfalls and write-downs arising on the Reference Obligation and the credit protection buyer makes additional fixed payments of reimbursements of such shortfalls or write-downs. Credit Spread Transaction. A transaction involving either a forward or an option where the value of the transaction is calculated based on the credit spread implicit in the price of the underlying instrument. Cross Currency Rate Swap. A transaction in which one party pays periodic amounts in one currency based on a specified fixed rate (or a floating rate that is reset periodically) and the other party pays periodic amounts in another currency based on a floating rate that is reset periodically. All calculations are determined on predetermined notional amounts of the two currencies; often such swaps will involve initial and or final exchanges of amounts corresponding to the notional amounts. Currency Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to purchase (in the case of a call) or sell (in the case of a put) a specified amount of a given currency at a specified strike price. Currency Swap. A transaction in which one party pays fixed periodic amounts of one currency and the other party pays fixed periodic amounts of another currency. Payments are calculated on a notional amount. Such swaps may involve initial and or final payments that correspond to the notional amount. Economic Statistic Transaction. A transaction in which one party pays an amount or periodic amounts of a given currency by reference to interest rates or other factors and the other party pays or may pay an amount or periodic amounts of a currency based on a specified rate or index pertaining to statistical data on economic conditions, which may include economic growth, retail sales, inflation, consumer prices, consumer sentiment, unemployment and housing. Emissions Allowance Transaction. A transaction in which one party agrees to buy from or sell to the other party a specified quantity of emissions allowances or reductions at a specified price for settlement either on a "spot" basis or on a specified future date. An Emissions Allowance Transaction may also constitute a swap of emissions allowances or reductions or an option whereby one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to receive a payment equal to the amount by which the specified quantity of emissions allowances or reductions exceeds or is less than a specified strike. An Emissions Allowance Transaction may be physically settled by delivery of emissions allowances or reductions in exchange for a specified price, differing vintage years or differing emissions products or may be cash settled based on the difference between the market price of emissions allowances or reductions on the settlement date and the specified price. Equity Forward. A transaction in which one party agrees to pay an agreed price for a specified quantity of shares of an issuer, a basket of shares of several issuers or an equity index at a future date and the other party agrees to pay a price for the same quantity and shares to be set on a specified date in the future. The payment calculation is based on the number of shares and can be physically-settled (where delivery occurs in exchange for payment) or cash-settled (where settlement occurs based on the difference between the agreed forward price and the prevailing market price at the time of settlement). Equity Index Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to receive a payment equal to the amount by which an equity index either exceeds (in the case of a call) or is less than (in the case of a put) a specified strike 39 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. price. Equity Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to purchase (in the case of a call) or sell (in the case of a put) a specified number of shares of an issuer or a basket of shares of several issuers at a specified strike price. The share option may be settled by physical delivery of the shares in exchange for the strike price or may be cash settled based on the difference between the market price of the shares on the exercise date and the strike price. Equity Swap. A transaction in which one party pays periodic amounts of a given currency based on a fixed price or a fixed or floating rate and the other party pays periodic amounts of the same currency or a different currency based on the performance of a share of an issuer, a basket of shares of several issuers or an equity index, such as the Standard and Poor’s 500 Index. Floor Transaction. A transaction in which one party pays a single or periodic amount and the other party pays periodic amounts of the same currency based on the excess, if any, of a specified per annum rate (in the case of an interest rate floor), rate or index level (in the case of an economic statistic floor) or commodity price (in the case of a commodity floor) over a specified floating rate (in the case of an interest rate floor), rate or index level (in the case of an economic statistic floor) or commodity price (in the case of a commodity floor). Foreign Exchange Transaction. A deliverable or non-deliverable transaction providing for the purchase of one currency with another currency providing for settlement either on a "spot" or two-day basis or a specified future date. Forward Rate Transaction. A transaction in which one party agrees to pay a fixed rate for a defined period and the other party agrees to pay a rate to be set on a specified date in the future. The payment calculation is based on a notional amount and is settled based, among other things, on the difference between the agreed forward rate and the prevailing market rate at the time of settlement. Freight Transaction. A transaction in which one party pays an amount or periodic amounts of a given currency based on a fixed price and the other party pays an amount or periodic amounts of the same currency based on the price of chartering a ship to transport wet or dry freight from one port to another; all calculations are based either on a notional quantity of freight or, in the case of time charter transactions, on a notional number of days. Fund Option Transaction: A transaction in which one party grants to the other party (for an agreed payment or other consideration) the right, but not the obligation, to receive a payment based on the redemption value of a specified amount of an interest issued to or held by an investor in a fund, pooled investment vehicle or any other interest identified as such in the relevant Confirmation (a "Fund Interest"), whether i) a single class of Fund Interest of a Single Reference Fund or ii) a basket of Fund Interests in relation to a specified strike price. The Fund Option Transactions will generally be cash settled (where settlement occurs based on the excess of such redemption value over such specified strike price (in the case of a call) or the excess of such specified strike price over such redemption value (in the case of a put) as measured on the valuation date or dates relating to the exercise date). Fund Forward Transaction: A transaction in which one party agrees to pay an agreed price for the redemption value of a specified amount of i) a single class of Fund Interest of a Single Reference Fund or ii) a basket of Fund Interests at a future date and the other party agrees to pay a price for the redemption value of the same amount of the same Fund Interests to be set on a specified date in the future. The payment calculation is based on the amount of the redemption value relating to such Fund Interest and generally cash-settled (where settlement occurs based on the difference between the agreed forward price and the redemption value measured as of the applicable valuation date or dates).

40 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Fund Swap Transaction: A transaction a transaction in which one party pays periodic amounts of a given currency based on a fixed price or a fixed rate and the other party pays periodic amounts of the same currency based on the redemption value of i) a single class of Fund Interest of a Single Reference Fund or ii) a basket of Fund Interests. Interest Rate Option. A transaction in which one party grants to the other party (in consideration for a premium payment) the right, but not the obligation, to receive a payment equal to the amount by which an interest rate either exceeds (in the case of a call option) or is less than (in the case of a put option) a specified strike rate. Interest Rate Swap. A transaction in which one party pays periodic amounts of a given currency based on a specified fixed rate and the other party pays periodic amounts of the same currency based on a specified floating rate that is reset periodically, such as the London inter-bank offered rate; all calculations are based on a notional amount of the given currency. Longevity/Mortality Transaction. (a) A transaction employing a derivative instrument, such as a forward, a swap or an option, that is valued according to expected variation in a reference index of observed demographic trends, as exhibited by a specified population, relating to aging, morbidity, and mortality/longevity, or (b) A transaction that references the payment profile underlying a specific portfolio of longevity- or mortality- contingent obligations, e.g. a pool of pension liabilities or life insurance policies (either the actual claims payments or a synthetic basket referencing the profile of claims payments). Physical Commodity Transaction. A transaction which provides for the purchase of an amount of a commodity, such as oil including oil products, coal, electricity or gas, at a fixed or floating price for actual delivery on one or more dates. Property Index Derivative Transaction. A transaction, often structured in the form of a forward, option or total return swap, between two parties in which the underlying value of the transaction is based on a rate or index based on residential or commercial property prices for a specified local, regional or national area. Repurchase Transaction. A transaction in which one party agrees to sell securities to the other party and such party has the right to repurchase those securities (or in some cases equivalent securities) from such other party at a future date. Securities Lending Transaction. A transaction in which one party transfers securities to a party acting as the borrower in exchange for a payment or a series of payments from the borrower and the borrower’s obligation to replace the securities at a defined date with identical securities. Swap Deliverable Contingent Credit Default Swap. A Contingent Credit Default Swap under which one of the Deliverable Obligations is a claim against the Reference Entity under an ISDA Master Agreement with respect to which an Early Termination Date (as defined therein) has occurred. Swap Option. A transaction in which one party grants to the other party the right (in consideration for a premium payment), but not the obligation, to enter into a swap with certain specified terms. In some cases the swap option may be settled with a cash payment equal to the market value of the underlying swap at the time of the exercise. Total Return Swap. A transaction in which one party pays either a single amount or periodic amounts based on the total return on one or more loans, debt securities or other financial instruments (each a "Reference Obligation") issued, guaranteed or otherwise entered into by a third party (the "Reference Entity"), calculated by reference to interest, dividend and fee payments and any appreciation in the market value of each Reference Obligation, and the other party pays either a single amount or periodic amounts determined by reference to a specified notional amount and any depreciation in the market 41 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. value of each Reference Obligation. A total return swap may (but need not) provide for acceleration of its termination date upon the occurrence of one or more specified events with respect to a Reference Entity or a Reference Obligation with a termination payment made by one party to the other calculated by reference to the value of the Reference Obligation. Weather Index Transaction. A transaction, structured in the form of a swap, cap, collar, floor, option or some combination thereof, between two parties in which the underlying value of the transaction is based on a rate or index pertaining to weather conditions, which may include measurements of heating, cooling, precipitation and wind.

42 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. APPENDIX B SEPTEMBER 2009

CERTAIN COUNTERPARTY TYPES910

Covered by Description Legal form(s) and naming 1011 opinion convention

Yes Bank/Credit Institution. A legal entity, which may "Banco" /"Caja de Ahorros" be organized as a corporation, partnership or in (See some other form, that conducts commercial subparagraph Banks are subject, amongst banking activities, that is, whose core business (iii) under the other regulations, to Law typically involves (a) taking deposits from private heading 3/1994 of 14 April of EU individuals and/or corporate entities and (b) Introduction of Financial Credit Entities; Law making loans to private individual and/or corporate this opinion). 10/2014 of 26 June on the borrowers. This type of entity is sometimes referred management, supervision and to as a "commercial bank" or, if its business also solvency of credit institutions includes investment banking and trading activities, and Royal Decree 84/2015, of a "universal bank". (If the entity only conducts 13 February, which develops investment banking and trading activities, then it Law 10/2014. falls within the "Investment Firm/Broker Dealer" category below.) This type of entity is referred to as a "credit institution" in European Community (EC) Savings banks are subject, legislation. This category may include specialised amongs other regulations, to types of bank, such as a mortgage savings bank Law 10/2014 of 26 June on the (provided that the relevant entity accepts deposits management, supervision and and makes loans), or such an entity may be solvency of credit institutions; considered in the local jurisdiction to constitute a Law 26/2013 of 27 December separate category of legal entity (as in the case of a savings banks and banking building society in the United Kingdom (UK)). foundations and related regional regulations (regulación autónomica).

Yes Central Bank. A legal entity that performs the function of a central bank for a Sovereign or for an

910 In these definitions, the term "legal entity" means an entity with legal personality other than a private individual. 1011 We insert the word "covered" next to the relevant counterparty which is "covered" for the purposes of RDL5/2005. Please note however that, in order for the netting agreement to benefit from insolvency law specific protections under RDL 5/2005 at least one of the counterparties to the netting agreement needs to be any of the entities listed in Subparagraphs the (i) to (iv) of page 1 of this opinion. In addition to the above, where our opinion refers to eligibility of certain counterparties for insolvency protection under RDL 5/2005, this does not equate to such counterparties being allowed under their own statutory rules to enter into derivatives, since certain entities such as for example insurance companies or collective investment undertakings are subject to specific legislation which requires that where they enter into a derivative contract they comply with certain specific requirements, which we do not list in this opinion. 43 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. area of monetary union (as in the case of the (See European Central Bank in respect of the euro zone) subparagraph which includes a public entity. (ii) under the heading Introduction of this opinion).

Yes, provided Corporation. A legal entity that is organized as a "Sociedad Anónima" or "SA" / that the other corporation or company rather than a partnership, is "Sociedad de Responsabilidad party to the engaged in industrial and/or commercial activities Limitada" or "SL" netting and does not fall within one of the other categories agreement is a in this Appendix B. party listed in These entities are subject, Article 4.1 of amongst other regulations, to Royal Decree Royal Legislative Decree Law 5/2005 1/2010, of 2 July, approving (i.e. those the Corporate Enterprises Act. mentioned in subparagraphs (i) to (iv) under the heading Introduction of this opinion).

No. Hedge Fund/Proprietary Trader1112. A legal entity, which may be organized as a corporation, Such entities partnership or in some other legal form, the exist in Spain principal business of which is to deal in and/or but are not manage securities and/or other financial contemplated instruments and/or otherwise to carry on an for the investment business predominantly or exclusively purposes of as principal for its own account. the netting legislation.

Yes Insurance Company. A legal entity, which may be Can take the legal form of a organised as a corporation, partnership or in some limited liability corporation (See other legal form (for example, a friendly society or but also a mutual, cooperative subparagraph industrial & provident society in the UK), that is ("Sociedad Corporativa"), (iii) under the licensed to carry on insurance business, and is "mutualidad de prevision heading typically subject to a special regulatory regime and social" ("MPS") (which is akin Introduction of

1112 Although not "covered" by the opinion (as per footnote 13 to Appendix B), netting legislation would apply if the other party to the netting agreement is a party listed in Article 4.1 of Royal Decree Law 5/2005 (i.e. those mentioned on subparagraphs (i) to (iv) of page 1 of our opinion). 44 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. a special insolvency regime in order to protect the this opinion). to a building society). Should interests of policyholders. contain the words "seguro" or "reaseguro" or both depending on its purpose.

These entities areInsurance companies in essence subject, amongst other regulations, to Royal Legislative Decree 6/2004,2004 of 29 October, that and Law 20/2015 which revoked the Law 30/1995, of 8 November,1995 on the Regulation and Supervision of Private Insurance, as amended by law 5/2009 of 29 June and by law 6/2009 of 3 July; and to Royal Decree 2486/1998,1998 of 20 November, on the Regulation and Supervision of Private Insurance as amended pursuant to Royal Decree 239/2007 of 16 February; and by the Order of the Ministry of Economy and Finance 339/2007, of 16 February as amended by the Order of the Ministry of Economy and Finance 1928/2009, of 10 July, by Ministerial Order ECC/243/2014 of 20 February and Ministerial Order ECC/335/2012 of 22 February.

Yes International Organization. An organization of Sovereigns established by treaty entered into (See between the Sovereigns, including the International subparagraph Bank for Reconstruction and Development (the (ii) under the World Bank), regional development banks and heading similar organizations established by treaty. Introduction of this opinion).

Yes Investment Firm/Broker Dealer. A legal entity, "Sociedad de Valores", which may be organized as a corporation, (See "Agencia de Valores", partnership or in some other form, that does not subparagraph "Sociedad Gestora de conduct commercial banking activities but deals in (iii) under the Carteras" / "S.V." / "A.V." and/or manages securities and/or other financial heading instruments as an agent for third parties. It may also Introduction of 45 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. conduct such activities as principal (but if it does so this opinion). exclusively as principal, then it most likely falls These entities are subject, within the "Hedge Fund/Proprietary Trader" amongst other regulations, to category above.). Its business normally includes the Securities Markets Law holding securities and/or other financial among others, pursuant to Law instruments for third parties and operating related 47/2007, of 2119 December, cash accounts. This type of entity is referred to as a which implements MiFID in "broker-dealer" in US legislation and as an Spain; and Royal Decree "investment firm" in EC legislation. 217/2008, of 15 February, on legal framework applicable to investment firms and other entities which carry out investment advice activities.

Yes Investment Fund (and its management entity). A "Instituciones de Inversión legal entity or an arrangement without legal (See Coletictiva" or "IIC" / personality (for example, a common law trust) subparagraph "Sociedad Gestora" or "SG de established to provide investors with a share in (iii) under the IIC" profits or income arising from property acquired, heading held, managed or disposed of by the manager(s) of Introduction of These entities are subject, the legal entity or arrangement or a right to payment this opinion). amongst other regulations, to determined by reference to such profits or income. Law 35/2003 of 4 November This type of entity or arrangement is referred to as a 2003 on Spanish investment "collective investment scheme" in EC legislation. It funds, as amended; Royal may be regulated or unregulated. It is typically Decree 1082/2012 of 13 July administered by one or more persons (who may be that approves Regulation of private individuals and/or corporate entities) who Law 35/2003; and Order have various rights and obligations governed by EHA/888/2008 issued by the general law and/or, typically in the case of Ministry of Economy and regulated Investment Funds, financial services Finance of 27 March 2008 legislation. Where the arrangement does not have concerning financial separate legal personality, one or more transactions in derivative representatives of the Investment Fund (for instruments by financial example, a trustee of a unit trust) contract on behalf Spanish investment funds. of the Investment Fund, are owed the rights and owe the obligations provided for in the contract and are entitled to be indemnified out of the assets comprised in the arrangement.

Yes if it 1213 "Ayuntamiento" ("corporación Local Authority . A legal entity established to qualifies as a municipal") / "Diputación administer the functions of local government in a public entity particular region within a Sovereign or State of a Provincial" /"Área Federal Sovereign, for example, a city, county, (See Metropolitana" / borough or similar area. subparagraph "Mancomunidades"

1213 Although not "covered" by the opinion if it does not qualify as a public entity, (as per footnote 13 to Appendix B), netting legislation would apply if the other party to the netting agreement is a party listed in Article 4.1 of Royal Decree Law 5/2005 (i.e. those mentioned on subparagraphs (i) to (iv) of page 1 of our opinion). 46 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (i) under the heading These entities are subject, Introduction of amongst other regulations, to this opinion). Law 47/2003 of 26 November on the General Budget; and related regional regulations.

No. Such Partnership. A legal entity or form of arrangement "Sociedad Colectiva" or "S.C." entities exist in without legal personality that is (a) organised as a / "Sociedad Regular Colectiva" Spain but are general, limited or some other form of partnership or "S.R.C." not and (b) does not fall within one of the other contemplated categories in this Appendix B. If it does not have for the legal personality, it may nonetheless be treated as purposes of though it were a legal person for certain purposes the netting (for example, for insolvency purposes) and not for legislation. other purposes (for example, tax or personal liability).

Yes Pension Fund. A legal entity or an arrangement "Fondo de Pensiones" without legal personality (for example, a common (See law trust) established to provide pension benefits to subparagraph These entities are subject, a specific class of beneficiaries, normally (iii) under the amongst other regulations, to sponsored by an employer or group of employers. It heading Royal Legislative Decree is typically administered by one or more persons Introduction of 1/2002, of 29 November, (who may be private individuals and/or corporate this opinion). amending and restating Law entities) who have various rights and obligations 8/1987 regulating the regime of governed by pensions legislation. Where the pension funds; Royal Decree arrangement does not have separate legal 304/2004, of 20 February, personality, one or more representatives of the approving the Regulation of Pension Fund (for example, a trustee of a pension pension funds; and in the Order scheme in the form of a common law trust) contract EHA/407/2008 of the Ministry on behalf of the Pension Fund and are owed the of Economy and Finance rights and owe the obligations provided for in the 407/2008, of 7 February. contract and are entitled to be indemnified out of the assets comprised in the arrangement.

Yes Sovereign. A sovereign nation state recognized "Administración General del internationally as such, typically acting through a (See Estado" / "Ministerios" direct agency or instrumentality of the central subparagraph ("Ministerio de Economía y government without separate legal personality, for (i) under the Hacienda", "Ministerio de example, the ministry of finance, treasury or heading Fomento" and so on). national debt office. This category does not include Introduction of a State of a Federal Sovereign or other political this opinion). These entities are subject, sub-division of a sovereign nation state if the amongst other regulations, to sub-division has separate legal personality (for Law 47/2003 of 26 November example, a Local Authority) and it does not include on the General Budget. any legal entity owned by a sovereign nation state

47 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. (see "Sovereign-owned Entity").

Yes if it 1314 These entities are subject, Sovereign Wealth Fund . A legal entity, often qualifies as a amongst other regulations, to created by a special statute and normally wholly public entity owned by a Sovereign, established to manage assets Law 47/2003 of 26 November of or on behalf of the Sovereign, which may or may (See on the General Budget. not hold those assets in its own name. Such an subparagraph entity is often referred to as an "investment (i) under the authority". For certain Sovereigns, this function is heading performed by the Central Bank, however for Introduction of purposes of this Appendix B the term "Sovereign this opinion). Wealth Fund" excludes a Central Bank.

Yes if it "Organismos Públicos": 1415 Sovereign-Owned Entity . A legal entity qualifies as a "Organismos Autónomos", wholly or majority-owned by a Sovereign, other public entity "Entidades Públicas than a Central Bank, or by a State of a Federal Empresariales", "Agencias Sovereign, which may or may not benefit from any (See Estatales". immunity enjoyed by the Sovereign or State of a subparagraph Federal Sovereign from legal proceedings or (i) under the "Sociedades Mercantiles execution against its assets. This category may heading Estatales" include entities active entirely in the private sector Introduction of "Sociedades Mercantiles" without any specific public duties or public sector this opinion). (owned in more than 51% by mission as well as statutory bodies with public the State) duties (for example, a statutory body charged with regulatory responsibility over a sector of the "Entidades Reguladoras" domestic economy). This category does not include local governmental authorities (see "Local These entities are subject, Authority"). amongst other regulations, to Law 47/2003 of 26 November on the General Budget; and related regional regulations, where applicable.

Yes if it "Comunidades Autónomas" / 1516 State of a Federal Sovereign . The principal qualifies as a "Ciudades Autónomas" political sub-division of a federal Sovereign, such public entity as Australia (for example, Queensland), Canada These entities are subject, (for example, Ontario), Germany (for example, (See amongst other regulations, to subparagraph

1314 Although not "covered" by the opinion if it does not qualify as a public entity, (as per footnote 13 to Appendix B), netting legislation would apply if the other party to the netting agreement is a party listed in Article 4.1 of Royal Decree Law 5/2005 (i.e. those mentioned on subparagraphs (i) to (iv) of page 1 of our opinion). 1415 Please note that autonomous regions and Local Authorities can also have their own Corporate Entities, Public Bodies (Sociedades Mercantiles, Organismos etc.). Although not "covered" by the opinion if it does not qualify as a public entity, (as per footnote 13 to Appendix B), netting legislation would apply if the other party to the netting agreement is a party listed in Article 4.1 of Royal Decree Law 5/2005 (i.e. those mentioned on subparagraphs (i) to (iv) of page 1 of our opinion). 1516 Although Spain cannot be considered a federal state, the Autonomous Regions are political subdivisions (which comprises the Local Authorities) that can be considered equivalent to States of a Federal Sovereign for the purpose of this Appendix. 48 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Nordrhein-Westfalen) or the United States of (i) under the Law 47/2003 of 26 November America (for example, Pennsylvania). This heading on the General Budget; and category does not include a Local Authority. Introduction of related regional regulations. this opinion).

ADDITIONAL COUNTERPARTY TYPES

Yes Clearing System Company (See subparagraph (iv) under the heading Introduction of this opinion).

Yes "Fondo de Titulizaciones de Spanish Securitization Fund (and its management Activos o Hipotecaria" or entity) (See "FTA"/"FTH" / "Sociedad subparagraph Gestora" or "SG de FTA/FTH". (iii) under the heading These entities are subject, Introduction of amongst other regulations, to this opinion). Law 5/2015 of 27 April.

Yes Secondary Market Body under Law 24/1988 "Sociedades Rectoras". (which includes Spanish stock exchanges and (See equivalent trading platforms) subparagraph (iv) under the heading Introduction of this opinion).

Yes Central Counterparty entities, Settlement Agents as provided in Law 41/1999 of 12 November (See subparagraph (iv) under the heading Introduction of this opinion).

Yes, provided Individual "Personas Físicas". that the other party to the netting agreement is a party listed in 49 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. Article 4.1 of Royal Decree Law 5/2005 (i.e. those mentioned in subparagraphs (i) to (iv) of under the heading Introduction of this opinion).

50 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. APPENDIX C SEPTEMBER 2009 " CHAPTER II […] Article 7. Object of the financial collateral. The secured asset must consist exclusively of: a) Cash, understood as the money contributed to any account and in any currency. b) Negotiable securities and other financial instruments, as defined in Law 24/1988, of 28th July, of the Securities Market, and ancillary rules, and any direct or indirect right over them. c) Credit rights by which is meant those of an economic nature which derive from an agreement by virtue of which a credit entity grants credit by means of a loan agreement or a credit agreement. The above notwithstanding it may not be the object of a financial collateral credit rights where the debtor is a consumer, a small company or a micro company as these are defined in the applicable legislation save where the beneficiary or the provider of the collateral is any of the entities which are listed in letter b) paragraph 1 of Article 4 of this Royal Decree Law. Article 8. Formal requirements. 1. Financial collateral arrangements regulated in this Chapter must be evidenced in writing or in a legally equivalent form with no further formal act required for the constitution, validity, perfection, enforceability or admissibility in evidence of that agreement. 2. The constitution of the security right will require, in addition to the above-mentioned agreement, the delivery of the secured asset and evidence of this in writing or in a legally equivalent form. For this purpose: a) It will be understood that a security has been validly created when the secured asset has been delivered, transferred, registered or otherwise designated so as to be in the possession or under the control of the collateral taker or of a person acting on the collateral taker’s behalf. The right of substitution or to withdraw excess financial collateral in favour of the collateral provider or when the object of the collateral are credit rights, the right to receive proceeds in respect of such rights until further notice, will be understood without prejudice of the financial collateral which has been granted to the collateral taker in accordance with what has been provided for herein. In the case of securities represented in book entry, it will be understood that the collateral has been constituted and contributed upon the entry in the book entry registry of the new ownership or of the pledge. b) The evidence in writing of the contribution of the financial collateral must allow the identification of its object. For this, it will be sufficient to prove that the object of the financial collateral, represented through a book entry, has been paid or constitutes a credit in the account referred to in paragraph 1 of Article 17 and that, in the case that the object of the collateral is cash, that it has been paid or constitutes a credit in the account designated for that purpose. As far as credit rights are concerned, it will be sufficient for the purposes to identify such credit rights and to prove the contribution of such credit rights as financial collateral as between the

51 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. parties or as against the debtor or any third parties, that the credit right is included in a list of credits which is provided to the collateral taker in writing or in an equivalent legal form. Notwithstanding the above, where a debtor which discharges its debt prior to being notified its payment obligation has been assigned as collateral will be discharged from its payment obligation against the assignee. 3. Recording by electronic means and any other durable medium shall be considered as evidenced in writing or in a legally equivalent form. 4. The constitution of financial collateral in favour of the entities in Article 4.1.d) can be carried out by a unilateral statement of the owner of the financial collateral in the book entry account, in the way determined by the relevant rules and without the need to comply with any formality acts that conditions its constitution, validity or enforceability. 5. A debtor of a credit right may validly waive in writing or by any other equivalent legal means to any of the following: a) Set-off rights as against the creditor or any third party to whom such creditor may have transferred, pledged or in any way participated such credit right as a collateral; and b) Any rights which is enjoyed by virtue of bankruptcy rules and which in the absence of such waiver will restrict the ability of the creditor to facilitate information in respect of such debtor or may limit its ability to do it for the purposes of using the relevant credit right as collateral. Article 9. Rights of substitution and rights of use of financial collateral under security financial collateral arrangements. 1. When the financial collateral agreement foresees it and in the terms therein established, the collateral taker is entitled to exercise, at the latest on the due date for the performance of the relevant financial obligations covered by the security financial collateral arrangement, a right of substitution, consisting of a right of use of the object of such financial collateral arrangement, against the simultaneous contribution of an object of substantially equivalent value to substitute the initial one. 2. To the extent that the terms of a security financial collateral arrangement so provide, the collateral taker is entitled to exercise a right of use, consisting of the right to use and dispose of financial collateral provided under a security financial collateral arrangement as the owner of it in accordance with the terms of such financial collateral arrangement. If the collateral taker exercises a right of use, he thereby incurs an obligation to transfer equivalent collateral to replace the original financial collateral at the latest on the due date of the performance of the relevant financial obligations covered by the security financial collateral arrangement. Alternatively, the collateral taker shall, on the due date for the performance of the relevant financial obligations, transfer equivalent collateral. To the extent that the terms of a security financial collateral arrangement so provide, the collateral taker instead of the transfer of equivalent collateral, shall set off the value of the equivalent collateral against or apply it in discharge of the relevant financial obligations. 3. For the purpose of the preceding paragraph, an equivalent collateral means: a) in relation to cash: a payment of the same amount and in the same currency;

52 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. b) in relation to financial instruments or negotiable instruments of the same issuer or debtor, forming part of the same issue or class and of the same nominal amount, currency and description or, where a financial collateral arrangement provides for the transfer of other assets following the occurrence of any event relating to or affecting any financial instruments or negotiable instruments provided as financial collateral, those other assets. 4. The substitution or the disposal of the financial collateral will not affect such financial collateral, so that the equivalent collateral transferred shall be subject to the same financial collateral agreement to which the original financial collateral was subject, and shall be treated as having been provided under the security financial collateral arrangement at the same time as the original financial collateral was first provided. 5. The provisions of this article will not apply to a disposal right when the subject matter of a financial collateral is a credit right nor when the substitution right refers to a non-fungible credit right. Article 10. Additional collateral The parties can agree that, in the case of variations on the price of the secured asset or on the amount of the relevant financial obligations initially established, new values or cash will have to be contributed or as the case may be and if so agreed, returned, in order to establish balance between the value of the collateral obligation and the value of the collateral created to secure it. In this case, such values or cash will be considered as part of the initial collateral and will be treated as if they had been contributed, simultaneously, to the initial object of the financial collateral. Article 11. Enforcement of financial collateral arrangements. 1. It is considered as an enforcement event, an event of default or any similar event as agreed between the parties on the occurrence of which, under the terms of a financial collateral arrangement or by transaction of law, the collateral taker is entitled to realise or appropriate financial collateral; or a close-out netting provision comes into effect, if this provision is provided in the financial collateral arrangement. To the extent that the here-above provision establishes, a close-out netting provision will be a provision of a financial collateral arrangement by which, on the occurrence of an enforcement event, the following effects will take place: a) The obligations of the parties are accelerated so as to be immediately due and expressed as an obligation to pay an amount representing their estimated current value, or are terminated and replaced by an obligation to pay such an amount. b) An account is taken of what is due from each party to the other in respect of such obligations, and a net sum equal to the balance of the account is payable by the party from whom the larger amount is due to the other party. 2. On the occurrence of an enforcement event, the collateral taker shall be able to realise in the following manners, any financial collateral provided under, and subject to the terms agreed in, a security financial collateral arrangement: a) Financial instruments by sale or appropriation, in accordance, when it corresponds, to the procedure provided in article fifteen and by setting off their value against, or applying their value in discharge of, the relevant financial obligations. b) Cash by setting off the amount against or applying it in discharge of the relevant financial obligations.

53 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. c) When it refers to credit rights by means of a sale and appropriation or set-off of its value or contribution of such value to the fulfilment of the principal financial obligations. 3. Appropriation is possible only if: a) This has been agreed by the parties in the security financial collateral arrangement; and b) The parties have agreed in the security financial collateral arrangement on the valuation of the financial instruments or negotiable instruments. 4. The manner of realising the financial collateral shall, unless specifically provided for and agreed to in the security financial collateral arrangement, be without any requirements such as the delivery of prior notice of the intention to realise; the approval of terms by any court, public officer or other person; the realisation be conducted by public auction or in any other prescribed manner; or the lapse of any additional time period. 5. In the event of disposal of the financial collateral regulated in article 9, if an enforcement event occurs while an obligation to transfer equivalent collateral under a title financial collateral arrangement remains outstanding, the obligation can be fulfilled under a close-out netting provision. Article 12. Enforcement procedure of financial collateral arrangements. 1. If the object of the collateral financial arrangement is transferable securities or other financial instruments registered in a participating entity in a Spanish compensation and liquidation system; and for the purposes of the liquidation of the relevant financial obligations and the enforcement of the financial collateral, the collateral taker can request the sale of the securities financial collateral or order a free of charge transfer to his account; in order to achieve this the collateral taker will be required to notify the collateral depositary of the occurrence of an event of default or any other reason by virtue of which an early termination is declared and that the financial netting agreement and the financial collateral arrangement will be settled. The collateral depositary, after the verification of the identity of the collateral taker and the signatory’s capacity to carry out the requirement, will adopt, on the same day of the receiving of the requirement or, if it is not possible, on the following day, the necessary measures to alienate or transfer the securities financial collateral through the corresponding member of the secondary market. 2. If the object of the collateral financial arrangement is cash, and where the liquidation of the relevant financial obligations has taken place and the enforcement of the financial collateral, the collateral taker as a result of such settlements can order for the cash to be transferred. To achieve this, the collateral take will be required to issue a notice to the collateral provider in which it will be stated that there has been an event of default or any other reason by virtue of which an early termination is declared and that the financial netting agreement and the financial collateral arrangement will be settled. The depositary credit institution, after the verification of the identity of the collateral taker and the signatory’s capacity to carry out the requirement, will adopt, on the same day of the receiving of the requirement the necessary measures to carry out the required transfers. 3. The requirement for the enforcement of the financial collateral must be issued by the collateral taker and will contain, at least, the following data: a) Date and type or agreement name of the arrangement or the contractual netting agreement regulating the relevant financial agreements.

54 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. b) Names and details of the parties of such arrangement or contractual netting agreement. c) Name and details of the collateral depositary. d) Statement declaring that there has been an event of default or any other reasons by virtue of which an early termination is declared and that the financial netting agreement and the financial collateral arrangement will be settled. e) Order of sale or transfer of the securities or order of transfer in cash. Article 13. Protection of the interest of the parties and third parties. The right of substitution or the right of use of a financial collateral, the enforcement of the financial collateral, the contribution of additional financial collateral, the contribution of equivalent collateral and the netting liquidations will be carried out to the effect that both the valuation of financial collateral and the calculation of the relevant financial obligations are conducted in a commercially reasonable manner. To that effect and without prejudice of the procedures agreed by the parties, the valuations and necessary calculations must comply with the current value of the negotiable securities transferred as collateral. In any case, any excess collateral, once the debt has been satisfied, will be returned to the collateral provider. SECTION 3 INSOLVENCY PROVISIONS EFFECTS. Article 14. Winding-up proceedings and reorganisation measures. 1. Reorganisation and winding-up measures can consist of the commencement of a winding-up proceeding or an administrative liquidation proceeding. 2. In case of commencement of a winding-up proceeding, the following is to be considered: a) Reorganisation measures in Spain, the commencement of the winding-up proceedings as provided in the Spanish Insolvency Law 22/2003, of 9 July. b) Winding-up proceeding in Spain, the commencement of the liquidation phase in the winding-up proceeding, as provided in the Spanish Insolvency Law 22/2003, of 9 July. Article 15. Effects on financial collaterals. 1. The commencement of a winding-up or an administrative liquidation proceeding, shall not be the cause to declare void or terminate a financial collateral arrangement or the provision of financial collateral under such arrangement, provided that the financial collateral arrangement has come into existence, or the financial collateral has been provided prior to the commencement of such proceeding; or in a prescribed period prior to the commencement of such proceeding or measures or by reference to the making of any order or the occurrence of any other event in the course of such proceedings or measures. 2. Where a financial collateral arrangement has come into existence, or financial collateral has been provided on the day of, but after the moment of the commencement of, winding-up proceedings or reorganisation measures, the collateral shall be legally enforceable and binding on third parties if the collateral taker can prove that he was not aware, and should not be aware of the commencement of such proceedings or measures. 3. The commencement of a winding-up or an administrative liquidation proceeding, shall not be the cause to declare void or terminate the provision of financial collateral, additional financial

55 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018. collateral or substitute or replacement financial collateral under such an obligation or right, provided that such provision was made on the day of the commencement of winding-up proceedings or administrative liquidation proceedings, but prior to the order or decree making that commencement or in a prescribed period of time prior to the commencement of winding-up proceedings or administrative liquidation proceedings or by reference to the making of any order or the occurrence of any other event in the course of such proceedings; and/or the relevant financial obligations were incurred prior to the date of the provision of the financial collateral, additional financial collateral or equivalent financial collateral. 4. Financial collateral arrangements will not be limited, restricted or affected in any way by the commencement of the winding-up proceeding or an administrative liquidation proceeding, and will be enforced, immediately and separately in accordance with the terms of the agreement between parties and as provided in this section. 5. Financial collateral arrangement and the provision of financial collateral prior to the commencement of the winding-up proceedings, can only be declared void by virtue of article 71 of Law 22/2003 of 9 July on Insolvency, by the insolvency administration which for this purpose will need to prove that [such financial collateral arrangements and the provision of financial collateral] was entered into to defraud creditors. […]

56 Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA 06092016.doc and Spain Collateral Provider Opinion-ISDA 15 02 2018.doc. Performed on 16/02/2018.