Common use of Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities Clause in Contracts

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary or the Custodian may, and upon instructions of the Issuer shall, require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 hereto; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination may be suspended in particular instances or generally, when the Receipt register is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended, subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary or the Custodian may, and upon instructions of the Issuer Bank shall, require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them for payment of any of the following (unless payable by the Issuer Bank as set forth in Section 5.9 Exhibit D hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individualstax) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-/dealer or any other person authorized under Spanish Law law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 Exhibit D hereto; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with the execution or delivery of Transfer Documentsa Poliza; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Bank for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended, subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Bank not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerBank's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: ; (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 hereto; Exhibit B (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts, their split-up Receipts or combination the withdrawal of Deposited Securities generally may be suspended suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances or generallymay be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement Agreement, or the provisions of or governing Deposited Securities, in connection with voting at any meeting (Junta General de Accionistas) of Shareholders or any the payment of dividends. The surrender of outstanding Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and withdrawal of Deposited Securities may not be suspendedinterest in such Shares to the Depositary, subject only to (i) temporary delays caused by closing holds such Shares for the transfer books account of the Depositary Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or the Issuer or the deposit time of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (iidelivery specified) the payment of fees, taxes and similar charges, and (iiiz) compliance with any U.S. all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or foreign laws or governmental regulations relating disregard such limit from time to time as it deems appropriate. Such collateral, but not the Receipts or to earnings thereon, shall be held for the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's Company’s compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: ; (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 hereto; Exhibit B (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts, their split-up Receipts or combination the withdrawal of Deposited Securities generally may be suspended suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances or generallymay be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company at any 6 <PAGE> time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement Agreement, or the provisions of or governing Deposited Securities, in connection with voting at any meeting (Junta General de Accionistas) of Shareholders or any the payment of dividends. The surrender of outstanding Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and withdrawal of Deposited Securities may not be suspendedinterest in such Shares to the Depositary, subject only to (i) temporary delays caused by closing holds such Shares for the transfer books account of the Depositary Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or the Issuer or the deposit time of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (iidelivery specified) the payment of fees, taxes and similar charges, and (iiiz) compliance with any U.S. all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or foreign laws or governmental regulations relating disregard such limit from time to time as it deems appropriate. Such collateral, but not the Receipts or to earnings thereon, shall be held for the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor presenter of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents3.01; and (dc) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Receipts and , provided that the withdrawal of Deposited Securities may be suspended only for reasons specified in General Instruction I.A. (1) to Form F-6 under the Securities Act of 1933. The Depositary will not be suspendedissue Receipts against rights to receive Shares (except for evidence of rights to receive Shares from the Company, subject only to (i) temporary delays caused by closing the or any registrar, transfer books agent, clearing agency or other entity involved in ownership or transaction records in respect of the Depositary Shares) unless such rights are fully collateralized with cash or United States government securities. Such collateral, but not the Issuer or earnings thereon, shall be held for the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of receipts against rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon (including any distributions on Class B Shares and Triton Delaware Preferred Stock) or the withdrawal of any Deposited Securities, the Depositary or the Custodian may, and upon instructions of the Issuer shall, Issuers may require of the Holder, the presentor presenter of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, thereto and (ii) any stock transfer or registration fees for the registration of transfers of the Class B Shares or Triton Delaware Preferred Stock which are a part of the Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoregister; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for the Class B Shares or the Triton Delaware Preferred Stock which are a part of the Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the either Issuer for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders holders of the Class B Shares or the Triton Delaware Preferred Stock which are a part of the Shares or any payment of dividends. The surrender Depositary will not issue Receipts for rights to receive Shares (except for evidence of outstanding Receipts and withdrawal of Deposited Securities may not be suspendedrights to receive Shares from Triton Cayman, subject only to (i) temporary delays caused by closing the or any registrar, transfer books agent, clearing agency or other entity involved in ownership or transaction records in respect of the Depositary Shares) unless such rights are fully collateralized with cash or United States government securities. Such collateral, but not the Issuer or earnings thereon, shall be held for the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal benefit of the Deposited SecuritiesHolders. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Triton Cayman not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerTriton Cayman's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company, the Trustee or the Custodian may, and upon instructions of the Issuer shall, may require of from the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents3.01; and (dc) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender Depositary may issue Receipts against rights to receive Shares from the Company, the Trustee or any registrar, transfer agent, clearing agency or the entity recording Share ownership or transactions. Unless requested in writing by the Company and the Trustee to cease doing so on at least two business days prior notice, the Depositary may issue Receipts against other rights to receive Shares only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities held by the Depositary for the benefit of outstanding Holders (but such collateral shall not constitute Deposited Securities), (y) each recipient of such Receipts represents and withdrawal agrees in writing with the Depositary that such recipient or its customer (a) beneficially owns such Shares, (b) assigns all beneficial right, title and interest therein to the Depositary for the benefit of Deposited Securities may not be suspendedthe Holders, subject only to (ic) temporary delays caused by closing holds such Shares for the transfer books account of the Depositary or and (d) will deliver such Shares to the Issuer or the deposit of Shares Custodian as soon as practicable and promptly upon demand therefor but in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, no event more than five days after demand therefor and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to all such Receipts evidence not more than 20% of all American Depositary Shares (excluding those evidenced by such Receipts). Such collateral, but not the Receipts or to earnings thereon, shall be held for the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company, the Trustee or the Custodian may, and upon instructions of the Issuer shall, may require of from the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents3.01; and (dc) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender Depositary may issue Receipts against rights to receive Shares from the Company, the Trustee or any registrar, transfer agent, clearing agency or the entity recording Share ownership or transactions. Unless requested in writing by the Company and the Trustee to cease doing so on at least two business days prior notice, the Depositary may issue Receipts against other rights to receive Shares only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities held by the Depositary for the benefit of outstanding Holders (but such collateral shall not constitute Deposited Securities), (y) each recipient of such Receipts represents and withdrawal of Deposited Securities may not be suspended, subject only to agrees in writing with the Depositary that such recipient or its customer (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividendsbeneficially owns such Shares, (ii) assigns all beneficial right, title and interest therein to the payment Depositary for the benefit of feesthe Holders, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating holds such Shares for the account of the Depositary and (iv) will deliver such Shares to the Custodian as soon as practicable and promptly upon demand therefor but in no event more than five days after demand therefor and (z) all such Receipts or to evidence not more than 20% of all American Depositary Shares (excluding those evidenced by such Receipts). Such collateral, but not the withdrawal earnings thereon, shall be held for the benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of the first paragraph of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect theretothereto (including, without limitation, any such tax, charge or fee of the type referred to in Section 3.02), (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoparagraph (8) of the form of Receipt; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit AgreementAgreement or as may be established by the Central Bank or the SVS. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of the first paragraph of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders shareholders or any payment of dividends. Subject to this Deposit Agreement, the Depositary may issue Receipts against rights to receive Shares from the Company, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The surrender of outstanding Depositary will not issue Receipts against other rights to receive Shares unless (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, that it has assigned all beneficial right, title and withdrawal of Deposited Securities may not be suspended, subject only interest in such Shares to (i) temporary delays caused by closing the transfer books Depositary for the benefit of the Depositary Holders and that it will deliver such Shares upon the Depositary’s request (no evidence of ownership is required or the Issuer or the deposit time of delivery specified) and (z) all such Receipts represent not more than 20% of Shares in connection with voting at a shareholders' meetingactually deposited. Such collateral, or but not the payment earnings thereon, shall be held for the benefit of dividendsthe Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, (ii) including without limitation earnings on the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating collateral securing such rights. Subject to the Receipts or provisions of this Section 2.06 with respect to the withdrawal issuance of Receipts against rights to receive Shares, neither the Depositary nor the Custodian shall lend Deposited Securities. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's Company’s compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Depositary may issue Receipts and withdrawal of Deposited Securities may not be suspended, subject only against rights to (i) temporary delays caused by closing receive Shares from the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meetingCompany, or the payment of dividendsany registrar, (ii) the payment of feestransfer agent, taxes and similar charges, and (iii) compliance with any U.S. clearing agency or foreign laws other entity recording Share ownership or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securitiestransactions. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's Company’s compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.5, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoparagraph (8) of the Receipt attached as Exhibit A to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.5, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender Depositary may issue Receipts against rights to receive Shares from the Company, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary will not issue Receipts against other rights to receive Shares unless (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares and will deliver them upon the Depositary’s request (no evidence of outstanding ownership is required or time of delivery specified) and (z) all such Receipts and withdrawal represent not more than 20% of Deposited Securities may Shares actually deposited. Such collateral, but not the earnings thereon, shall be suspended, subject only to (i) temporary delays caused by closing held for the transfer books benefit of the Holders. The Depositary or may retain for its own account any compensation for the Issuer or issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securitiescollateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's Company’s compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: ; (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 hereto; Exhibit B (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts, their split-up Receipts or combination the withdrawal of Deposited Securities generally may be suspended suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances or generallymay be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement Agreement, or the provisions of or governing Deposited Securities, in connection with voting at any meeting (Junta General de Accionistas) of Shareholders or any the payment of dividends. The surrender of outstanding Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and withdrawal of Deposited Securities may not be suspendedinterest in such Shares to the Depositary, subject only to (i) temporary delays caused by closing holds such Shares for the transfer books account of the Depositary Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or the Issuer or the deposit time of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (iidelivery specified) the payment of fees, taxes and similar charges, and (iiiz) compliance with any U.S. all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or foreign laws or governmental regulations relating disregard such limit from time to time as it deems appropriate. Such collateral, but not the Receipts or to earnings thereon, shall be held for the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company to not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor presenter of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.1; (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents3.01; and (dc) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination may be suspended or the withdrawal of Deposited Securities maybe suspended, in particular instances or generally, when the Receipt Register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and withdrawal of Deposited Securities may not be suspendedinterest in such Shares to the Depositary, subject only to (i) temporary delays caused by closing holds such Shares for the transfer books account of the Depositary Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or the Issuer or the deposit time of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (iidelivery specified) the payment of fees, taxes and similar charges, and (iiiz) compliance with any U.S. all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released Receipts), provided, however, that the Depositary reserves the right to change or foreign laws or governmental regulations relating disregard such limit from time to time as it deems appropriate. Such collateral, but not the Receipts or to earnings thereon, shall be held for the withdrawal benefit of the Deposited SecuritiesHolders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the IssuerCompany's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8States.

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt, the delivery of any distribution thereon or or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may, and upon instructions of the Issuer shall, may require of the Holder, the presentor of the Receipt or the depositor of Shares: (a) payment of a sum sufficient to pay or reimburse any of them it for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Section 5.9 heretoExhibit B to this Deposit Agreement; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.13.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares may be suspended, deposits of Shares may be refused, or the registration of transfer of Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities may be suspended suspended, in particular instances or generally, when the Receipt register or any register for Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Issuer Company for any reason, including without limitation any requirement of law or of any government or governmental body or commission, any provision of this Deposit Agreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Depositary may issue Receipts and withdrawal of Deposited Securities may not be suspended, subject only against rights to (i) temporary delays caused by closing receive Shares from the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meetingCompany, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Issuer not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws in the United States including, without limitation, the laws referenced in Section 7.8.any