Replacement of Provisions with Respect to Events of Default. With respect to the Senior Non Preferred Notes only, Section 5.01(a)(ii) of the Base Indenture is hereby replaced with the following: Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (except in any such case for the purpose of reconstruction or amalgamation or a merger, spin-off or any other structural modification (modificación estructural), provided that any entity that survives or is created as a result of such merger, spin-off or other structural modification is given a rating by an internationally recognized rating agency at least equal to the then current rating of the Company at the time of such transaction).
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Non Preferred Notes only, Section 5.01(ii) of the Base Indenture is hereby replaced with the following: Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (except in any such case for the purpose of reconstruction or amalgamation or a merger, spin-off or any other structural modification (modificación estructural) which has been previously approved by the Holders of at least a majority of the outstanding principal amount of the Senior Non Preferred Debt Securities of that series or a merger with, or spin-off or other structural modification into, another institution in this case even without being approved by Holders of the Senior Non Preferred Debt Securities of such series, provided that such merger, spin-off or other structural modification is carried out in compliance with the requirements set forth in Section 8.01).
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Preferred Notes only, Section 5.01(a) of the Base Indenture is hereby replaced with the following: Except as otherwise provided pursuant to Section 3.01, if any of the following events occurs and is continuing with respect to the Senior Preferred Debt Securities of any series, it shall constitute an “Event of Default”:
(i) Non-payment: default is made in the payment of any interest or principal due in respect of the Senior Preferred Debt Securities of that series or any of them and such default continues for a period of seven days (or such other period as may be specified pursuant to Section 3.01); or
(ii) Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (except in any such case for the purpose of reconstruction or amalgamation or a merger, spin-off or any other structural modification (modificación estructural), provided that any entity that survives or is created as a result of such merger, spin-off or other structural modification is given a rating by an internationally recognized rating agency at least equal to the then current rating of the Company at the time of such transaction).
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Non Preferred Notes only, Section 5.01(ii) of the Base Indenture is hereby replaced with the following: Winding up: any order is made by any competent court or resolution passed for the winding up or dissolution of Banco Santander (except in any such case for the purpose of reconstruction or a merger or amalgamation which has been previously approved by the holders of at least a majority of the outstanding principal amount of the second ranking senior debt securities of that series, or a merger, reconstruction or amalgamation, in this case even without being approved by holders of the second ranking senior debt securities of such series, provided that such merger, reconstruction or amalgamation is carried out in compliance with the requirements set forth in Section 8.01 of the Base Indenture).
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Preferred Notes, Section 5.01(a) of the Base Indenture is hereby replaced with the following:
(a) If any of the following events occurs and is continuing with respect to any series of Senior Preferred Debt Securities it shall constitute an “Event of Default”:
(i) Non-payment: default is made in the payment of any interest or principal due in respect of the Senior Preferred Debt Securities of such series and such default continues for a period of seven days; or
(ii) Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (for the avoidance of doubt, any reconstruction or amalgamation or a merger or spin-off or any other structural modification (modificación estructural) subject to the provisions of Article 8 will not be considered as a winding up Event of Default).
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Non Preferred Notes, Section 5.01(a) of the Base Indenture is hereby replaced with the following:
(a) If any of the following events occurs and is continuing with respect to the Senior Non Preferred Debt Securities of any series it shall constitute an “Event of Default”:
(i) Non-payment: default is made in the payment of any interest or principal due in respect of the Senior Non Preferred Debt Securities of that series and such default continues for a period of seven days.
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Preferred Notes only, Section 5.01(a) of the Base Indenture is hereby replaced with the following: Except as otherwise provided pursuant to Section 3.01, if any of the following events occurs and is continuing with respect to the Senior Preferred Debt Securities of any series, it shall constitute an “Event of Default”:
(i) Non-payment: default is made in the payment of any interest or principal due in respect of the Senior Preferred Debt Securities of that series or any of them and such default continues for a period of seven days (or such other period as may be specified pursuant to Section 3.01); or
(ii) Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (except in any such case for the purpose of reconstruction or amalgamation or a merger or spin-off or any other structural modification (modificación estructural) which has been previously approved by the Holders of at least a majority of the outstanding principal amount of the Senior Preferred Debt Securities of that series or a merger with, or spin-off or other structural modification into, another institution in this case even without being approved by Holders of the Senior Preferred Debt Securities of such series, provided that such merger, spin-off or other structural modification is carried out in compliance with the requirements set forth in Section 8.01.
Replacement of Provisions with Respect to Events of Default. With respect to the Senior Preferred Notes, Section 5.01(a) of the Base Indenture is hereby replaced with the following: Except as otherwise specified, as contemplated by Section 3.01, an Event of Default with respect to any series of Senior Preferred Debt Securities shall result if:
(i) Non-payment: default is made in the payment of any interest or principal due in respect of the Senior Preferred Debt Securities of that series or any of them and such default continues for a period of seven days (or such other period as may be specified pursuant to Section 3.01); or
(ii) Winding up: any order is made by any competent court or resolution passed for the winding up or liquidation of the Company (for avoidance of doubt, any reconstruction or amalgamation or a merger, spin-off or any other structural modification (modificación estructural), subject to the provisions of Article 8 will not be considered as a winding up event of default).
Replacement of Provisions with Respect to Events of Default. (a) With respect to the Senior Preferred Notes only, Section 5.01(a) of the Base Indenture is deleted and replaced with the following:
Replacement of Provisions with Respect to Events of Default. Section 7.01 of the Base Indenture is hereby replaced in its entirety with the following: The following are defined as “Events of Default” with respect to the Subordinated Notes:
(a) default is made in the payment of any installment of interest on any Subordinated Note when such interest shall have become due and payable and such default continues for a period of 30 days;
(b) default is made in the payment of the principal of or any premium on any Subordinated Note at its maturity or upon any redemption or by declaration or otherwise;
(c) default is made in the performance of any covenant of the Company that applies to the Subordinated Notes in the Indenture or any Subordinated Note, and continuance of such default for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of Outstanding Subordinated Notes a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture (each of the Events of Default described in the foregoing clauses (a), (b) and (c), a “Payment or Covenant Event of Default”);
(d) [Reserved];
(e) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law that:
(i) is for relief against the Company in an involuntary case; or
(ii) appoints a Bankruptcy Custodian of the Company or for all or substantially all of the property of the Company; or
(iii) orders the liquidation of the Company, and, in each case, the order or decree remains unstayed and in effect for 90 consecutive days; or
(f) the commencement by the Company of a voluntary proceeding under any applicable Bankruptcy Law or the consent by the Company to the entry of a decree or order for relief in an involuntary proceeding under any applicable Bankruptcy Law, or the consent by the Company to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or of all or substantially all of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission in writing by the Company of its inability to pay its debts generally as they become due.
