Arm’s Length Contract. Brazil hereby acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to Brazil with respect to the offering of the Debt Securities contemplated hereby (including in connection with determining the terms of the offering of the Debt Securities) and not as a financial advisor or a fiduciary to, or an agent of, Brazil or any other person. Additionally, neither Underwriter is advising Brazil or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Brazil shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to Brazil with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of Brazil, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of Brazil or any other person.
Arm’s Length Contract. This Agreement has been negotiated "at arms length" by the parties hereto, each represented by counsel of its choice and each having an equal opportunity to participate in the drafting of the provisions hereof. Accordingly, in construing the provisions of this Agreement no party shall be presumed or deemed to be the "drafter" or "preparer" of the same.
Arm’s Length Contract. UMS hereby acknowledges and agrees that the Dealer Managers are acting solely in the capacity of an arm’s length contractual counterparty to UMS with respect to the transaction contemplated hereby (including in connection with determining the terms of the offering to purchase Old Bonds and to issue the Reopened Notes). Additionally, neither Dealer Manager is advising UMS or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. UMS shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Dealer Managers shall have no responsibility or liability to UMS with respect thereto, except as otherwise set forth herein. Any review by the Dealer Managers of UMS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Dealer Managers and shall not be on behalf of UMS or any other person. Please indicate your willingness to act as Dealer Managers on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Agreement, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, UNITED MEXICAN STATES By: Name: Gxxxxxx Xxxxxxxxx Regordosa Title: Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit of the United Mexican States Accepted as of the date first set forth above: BARCLAYS CAPITAL INC. By: Name: Title: MXXXXX SXXXXXX & CO. INCORPORATED By: Name: Title: Schedule I List of Old Bonds Maturity Outstanding Principal Date Series of Bonds Amount ISIN (mm/dd/yyyy) 8.125% Global Bonds due 2019 U.S.$2,025,434,000 US593048BN00 12/30/2019 8.00% Global Notes due 2022 U.S.$1,049,193,000 US91086QAJ76 09/24/2022 11.50% Global Bonds due 2026 U.S.$533,664,000 US593048AX90 05/15/2026 8.30% Global Notes due 2031 U.S.$2,691,426,000 US91086QAG38 08/15/2031 7.500% Global Notes due 2033 U.S.$2,485,878,000 US91086QAN88 04/08/2033 Schedule II Expense Allocation for the Invitation (Pursuant to Section 7 of the Dealer Managers Agreement) Dealer Managers’ UMS’s Category of Expense Share Share Fees and Disbursements of Dealer Managers’ Counsel (a) 100 % 0 % Fees and Disbursements of UMS’s Counsel (b) 0 % 100 % Bloomberg Roadshow Expenses 100 % 0 % L...
