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1 Document comparison by Workshare Compare on 16 February :17:08 Input: Document 1 ID file://c:\users\lopezd\desktop\isda\2\2016\spain Collateral Provider Opinion - ISDA doc Description Spain Collateral Provider Opinion - ISDA Document 2 ID file://c:\users\lopezd\desktop\isda\2\spain Collateral Provider Opinion-ISDA doc Description Spain Collateral Provider Opinion-ISDA Rendering set DLA Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 148 Deletions 121 Moved from 0 Moved to 0 Style change 0 Format changed 2 Total changes Workshare Compare comparison of Spain Collateral Provider Opinion - ISDA doc and Spain Collateral Provider Opinion-ISDA doc. Performed on

2 DLA Piper Spain S.L.U. Paseo de la Castellana, Madrid Spain T F W International Swaps and Derivatives Association, Inc. 360 Madison Avenue, 1610 East 53 rd Street, 9th Floor New York, NY 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) (ii) (iii) (iv) the 1994 Credit Support Annex governed by New York law (the "1994 NY Annex"); 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 ); the 2016 Phase One Credit Support Annex for Initial Margin (IM) governed by New York law (the "IM NY Annex"); 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) (vii) (viii) the 1995 Credit Support Annex governed by English law (the "1995 Transfer Annex"); or 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 ); the ISDA Euroclear Security Agreement (the Euroclear Security Agreement ); (ix) (x) (xi) (xii) the ISDA Euroclear Collateral Transfer Agreement (NY Law) (the Euroclear NY CTA ) the ISDA Euroclear Collateral Transfer Agreement (Multi-Regime) (the Euroclear Multi-Regime CTA ); the ISDA Clearstream 2016 Security Agreement (the Clearstream Security Agreement ); the ISDA Clearstream 2016 Collateral Transfer Agreement (NY Law) (the Clearstream NY CTA ); and

3 (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 agreement 1 (the "Master Agreement"). For the purposes of this letter: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) "Annex" means each of the 1994 NY Annex, the VM NY Annex and the IM NY Annex; "Deed" means each of the 1995 Deed and the IM Deed; "Security Documents" means the Annexes and the Deeds; "IM Security Documents" means the IM NY Annex and the IM Deed; "Non-IM Security Documents" means the 1994 NY Annex, the VM NY Annex and the 1995 Deed. "Transfer Annex" means each of the 1995 Transfer Annex and the VM Transfer Annex; and "Credit Support Documents" means the Security Documents and the Transfer Annexes. Euroclear Documents means the Euroclear Security Agreement, the Euroclear NY CTA and the Euroclear Multi-Regime CTA; and 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) (b) 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 "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

4 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

5 (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) (ii) (iii) (iv) (v) 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. the provisions of RDL 5/2005 apply only to a limited number of parties as described in (b) below; 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 June 2017; and such benefits extend to both, flexible perfection requirements and enforcement procedures and insolvency protection under the Insolvency Law. 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 (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) (ii) public entities are subject to Law 47/2003 of 26 November on the General Budget; 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

6 (iii) (iv) 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); 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) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) 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"); 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 ; 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"); Cooperativas de Crédito are subject to Law 13/1989 of 26 May ("Ley 13/1989 de Cooperativas de Crédito"); 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; 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"); 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; 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; 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

7 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) (b) 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. 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

8 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. III. The Location of the Collateral Provider is in Spain and the Location of the Collateral is in Spain. 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

9 (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) (b) (c) (d) 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. 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. 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. 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

10 (e) (f) (g) (h) 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. 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. 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. 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. 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) (ii) (iii) (iv) 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)); 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); 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 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

11 (i) (j) (k) (l) (m) (v) 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. 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. 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. 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. 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). 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. 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

12 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 (n) (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. (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

13 arrangements described in assumption (nm) (Euroclear Documents and Clearstream Documents). Questions relating to the Security Documents (A) (B) (C) (D) 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 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. 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 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. 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 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. 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

14 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

15 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 securities 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

16 (a) (b) 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). 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