Common use of Exchange of Currencies Clause in Contracts

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico shall notify the Exchange Rate Agent at least seven Business Days prior to each Payment Date for a Multi-Currency Note on which, or with respect to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with U.S. dollars or purchase U.S. dollars with a Specified Currency. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second Business Day prior to the Payment Date, the Exchange Rate Agent shall purchase a given amount of the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructed, using its then prevailing internal conversion rate, which conversion shall be conducted in a commercially reasonable manner. In no event shall the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agent.

Exchange of Currencies. If Mexico desires (a) As provided in the Notes, payments of the principal of (and premium, if any) and interest on the Notes ("Note Payments") are to be made in U.S. dollars, provided that any Holder of Notes may elect to have his Note Payments made in the Specified Currency by filing a written request with the Paying Agent as provided in the Notes. At least ten calendar days prior to each Payment Date, the Corporation shall cause the Paying Agent to deliver a notice to the Exchange Rate Agent to purchase a given specifying (i) such Payment Date and (ii) the aggregate amount of Note Payments in the Specified Currency with to be converted into U.S. dollars or on such Payment Date, on the basis of written requests from Noteholders received by the Paying Agent as provided in the Notes (such aggregate amount of the Specified Currency to be converted on any Payment Date being referred to herein as the "Conversion Amount"). (b) The Exchange Rate Agent shall (subject to Section 3(g) below) obtain a quotation from a recognized foreign exchange dealer (which may be the Exchange Rate Agent) selected by it (the "Reference Dealer") for the purchase by such Reference Dealer of the Specified Currency in exchange for U.S. dollars with a given Specified Currencydollars, in an amount equal to the following procedures Conversion Amount in respect of each Payment Date. Such quotation shall be followed: (a) Mexico obtained as of approximately 11:00 a.m. New York City time on the second Business Day preceding the applicable Payment Date, for settlement of the related exchange transaction on such Payment Date, and such Reference Dealer shall notify be requested, in providing its quote, to indicate its willingness to enter into an exchange transaction at the rate so quoted. If the Exchange Rate Agent at least seven Business Days prior provides the quotation, it shall be under no obligation to each Payment Date for a Multi-Currency Note on which, or with respect to which, Mexico desires obtain any quotations from other foreign exchange dealers. Any quotations provided by the Exchange Rate Agent will be at a rate comparable to purchase a Specified Currency with U.S. dollars or purchase U.S. dollars with a Specified Currency. Such notice shall also specify the account (the “Designated Account”) rate at which the Exchange Rate Agent would be willing, at such time, to enter into a foreign exchange transaction in the relevant Conversion Amount with a counterparty that is authorized not a foreign exchange dealer. For the avoidance of doubt, the Corporation acknowledges and agrees that such quotation will entail a spread that will constitute a profit to debit the Exchange Rate Agent and will not necessarily be a mid-market rate. If the Conversion Amount is less than an amount on which the Exchange Rate Agent would engage in making payment a wholesale transaction in the ordinary course of its business, the Corporation acknowledges and agrees that the spread may be greater than on a transaction involving a Conversion Amount on which the Exchange Rate Agent would engage in a wholesale transaction in the ordinary course of its business. (c) The Exchange Rate Agent, on behalf of the Corporation, shall enter into an agreement, at the time of the determination of the Conversion Rate (as defined below) in respect of each Payment Date, for the sale of the Conversion Amount for U.S. dollars for delivery on the Payment Date, such agreement to be entered into with the Reference Dealer which shall have provided the relevant quotation, and such sale to be at the Conversion Rate. The Corporation shall be bound by such agreement as principal as if it had entered into such agreement directly and shall assert no objection thereto based, in whole or in part, upon the Conversion Rate. The Exchange Rate Agent shall notify the Corporation and the Paying Agent, by telex, telefax or telephone and confirmed promptly in writing, of the exchange rate for the Specified Currency or U.S. dollars, at which such agreement was entered into (such rate being referred to herein as the case may be"Conversion Rate"). (bd) On or before 11:00 a.m.Prior to each Payment Date, New York City time, the Exchange Rate Agent will give telephonic notice to the Corporation of the place (including the account number and related information) to which the Conversion Amount shall be paid on the Second second Business Day prior to the Payment Date to the Exchange Rate Agent by the Corporation. Such telephonic notice shall be confirmed in writing as soon as practicable thereafter in accordance with Section 9. In the event the Exchange Rate Agent fails to give such notice, the Corporation shall be entitled to rely on the payment instructions with respect to the immediately preceding Payment Date. (e) As early as practicable on the second Business Day prior to the Payment Date, the Exchange Rate Agent shall purchase a given amount Corporation will deposit the Conversion Amount into the account of the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructed, using its then prevailing internal conversion rate, which conversion shall be conducted in a commercially reasonable manner. In no event shall the Exchange Rate Agent be liable specified pursuant to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”)Section 3(d) above. On the Payment Date, the Exchange Rate Agent will: shall (i) debit exchange the Designated Account Conversion Amount for U.S. Dollars pursuant to the Required Amountagreement referred to in Section 3(c) above, (ii) effect such exchange, deduct all currency exchange costs pursuant to Section 4 hereof and (iii) transfer such amount the remaining U.S. dollars to, or as directed by, the Paying Agent, on behalf of the Specified Currency or Corporation, for payment to the Holders of the Notes in accordance with their terms. (f) In the event that the Exchange Rate Agent enters into an agreement pursuant to Section 3(c) above but is unable to convert the entire Conversion Amount to U.S. dollars, as for whatever reason, then the case may be, Corporation shall remit to the relevant Paying AgentAgent on the Payment Date an amount in U.S. dollars equal to the amount which would have been received on conversion, at the Conversion Rate, of that portion of the Conversion Amount remaining unconverted, and such unconverted portion of the Conversion Amount shall be returned to the Corporation. (g) If the Exchange Rate Agent is not willing to provide a quotation in respect of a particular Payment Date, it will make a good faith attempt to obtain quotations from three other Reference Dealers. If none of such Reference Dealers is willing to provide a quotation, (i) the Exchange Rate Agent shall notify the Corporation and the Paying Agent accordingly, by telex, telefax or telephone and confirmed promptly in writing and (ii) no conversion shall be made on such Payment Date and all Note Payments on such Payment Date shall be made in the Specified Currency.

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico The Bank shall notify or cause the Trustee to notify the Exchange Rate Agent at least seven three Business Days prior to each Payment Date for a Multiof the aggregate amount of Specified Currency due to all holders of Foreign-Currency Note on which, or with respect Notes scheduled to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized As near as practicable to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second second Business Day prior immediately preceding the applicable Payment Date, the Exchange Rate Agent will solicit or cause the solicitation of bid quotations from three or, if three are not available, then two Recognized Foreign Exchange Dealers (as defined in Section 7 hereof), one of which may be the Exchange Rate Agent, for the purchase of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are appropriate and not inconsistent with the above) with such Recognized Foreign Exchange Dealer as shall have submitted the highest bid. If some but not all of the Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date bear interest based on LIBOR (or any Benchmark Replacement (as defined in the Prospectus) or any other substitute or successor base rate to LIBOR) or EURIBOR, such second preceding Business Day will be determined for this purpose as if none of those Notes bore interest based on LIBOR or EURIBOR. If the Exchange Rate Agent determines that at least two such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Bank for payment on the Payment Date (without converting the same into U.S. dollars) to the Bank’s paying agent as provided below. Upon the determination of an exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as soon as practicable notify the Bank of such exchange rate. (b) As early as practicable, on the Payment Date, the Bank shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedBank’s paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for written instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico The Bank shall notify or cause the Trustee to notify the Exchange Rate Agent at least seven three Business Days prior to each Payment Date for a Multiof the aggregate amount of Specified Currency due to all holders of Foreign-Currency Note on which, or with respect Notes scheduled to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized As near as practicable to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second second Business Day prior immediately preceding the applicable Payment Date, the Exchange Rate Agent will solicit or cause the solicitation of bid quotations from three or, if three are not available, then two Recognized Foreign Exchange Dealers (as defined in Section 7 hereof), one of which may be the Exchange Rate Agent, for the purchase of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are appropriate and not inconsistent with the above) with such Recognized Foreign Exchange Dealer as shall have submitted the highest bid. If some but not all of the Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date bear interest based on LIBOR or EURIBOR, such second preceding Business Day will be determined for this purpose as if none of those Notes bore interest based on LIBOR or EURIBOR. If the Exchange Rate Agent determines that at least two such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Bank for payment on the Payment Date (without converting the same into U.S. dollars) to the Bank’s paying agent as provided below. Upon the determination of an exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as soon as practicable notify the Bank of such exchange rate. (b) As early as practicable, on the Payment Date, the Bank shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedBank’s paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for written instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.

Exchange of Currencies. If Mexico desires The Company shall cause the Exchange Rate Agent Trustee to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico shall notify the Exchange Rate Agent at least seven two Business Days prior to each day on which principal of (and premium, if any) or interest on the Notes shall be payable (each a "Payment Date for a Multi-Currency Note on which, or with respect to which, Mexico desires Date") of the Exchange Rate Agent to purchase a aggregate amount of Specified Currency with payable to all holders of Foreign Currency Notes scheduled to receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before As of 11:00 a.m., New York City time, on the Second second Business Day prior next preceding the applicable Payment Date, the Exchange Rate Agent will solicit bid quotations from three Recognized Foreign Exchange Dealers (as defined in Section 3 hereof) for the purchase by the quoting Recognized Foreign Exchange Dealer of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are not inconsistent with the above) with such Recognized Foreign Exchange Dealers as shall have submitted the highest bid. The Exchange Rate Agent shall notify the Company and the Paying Agent, by telex, telefax or telephone and confirmed promptly in writing or in any other manner satisfactory to the Company or the Paying Agent, (i) of the highest exchange rate quoted in the bids received from the Recognized Foreign Exchange Dealers or (ii) if such bids are not available from the Recognized Foreign Exchange Dealers. If such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Company for payment on the Payment Date to the Company's paying agent as provided below. Prior to each Payment Date, the Exchange Rate Agent will give telephonic notice to the Company of the place (including the account number and related information) to which the conversion amount shall be paid on the Payment Date to the Exchange Rate Agent by the Company. Such telephonic notice shall be confirmed in writing as soon as practicable thereafter in accordance with Section 11. In the event the Exchange Rate Agent fails to give such notice, the Company shall be entitled to rely on the payment instructions with respect to the immediately preceding Payment Date. As early as practicable on the Payment Date, the Company shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedCompany's paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico The Bank shall notify or cause the applicable Trustee to notify the Exchange Rate Agent at least seven three Business Days prior to each Payment Date for a Multiof the aggregate amount of Specified Currency due to all holders of Foreign-Currency Note on which, or with respect Notes scheduled to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized As near as practicable to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second second Business Day prior immediately preceding the applicable Payment Date, the Exchange Rate Agent will solicit or cause the solicitation of bid quotations from three or, if three are not available, then two Recognized Foreign Exchange Dealers (as defined in Section 7 hereof), one of which may be the Exchange Rate Agent, for the purchase of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are appropriate and not inconsistent with the above) with such Recognized Foreign Exchange Dealer as shall have submitted the highest bid. If some but not all of the Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date bear interest based on EURIBOR, such second preceding Business Day will be determined for this purpose as if none of those Notes bore interest based on EURIBOR. If the Exchange Rate Agent determines that at least two such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Bank for payment on the Payment Date (without converting the same into U.S. dollars) to the Bank’s paying agent as provided below. Upon the determination of an exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as soon as practicable notify the Bank of such exchange rate. (b) As early as practicable, on the Payment Date, the Bank shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedBank’s paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for written instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico The Bank shall notify or cause the Trustee to notify the Exchange Rate Agent at least seven three Business Days prior to each Payment Date for a Multiof the aggregate amount of Specified Currency due to all holders of Foreign-Currency Note on which, or with respect Notes scheduled to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized As near as practicable to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second second Business Day prior immediately preceding the applicable Payment Date, the Exchange Rate Agent will solicit or cause the solicitation of bid quotations from three or, if three are not available, then two Recognized Foreign Exchange Dealers (as defined in Section 7 hereof), one of which may be the Exchange Rate Agent, for the purchase of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are appropriate and not inconsistent with the above) with such Recognized Foreign Exchange Dealer as shall have submitted the highest bid. If some but not all of the Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date bear interest based on LIBOR (or any substitute or successor base rate to LIBOR) or EURIBOR, such second preceding Business Day will be determined for this purpose as if none of those Notes bore interest based on LIBOR or EURIBOR. If the Exchange Rate Agent determines that at least two such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Bank for payment on the Payment Date (without converting the same into U.S. dollars) to the Bank’s paying agent as provided below. Upon the determination of an exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as soon as practicable notify the Bank of such exchange rate. (b) As early as practicable, on the Payment Date, the Bank shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedBank’s paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for written instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.

Exchange of Currencies. If Mexico desires (a) As provided in the Notes, payments ----------------------- of the principal of (and premium, if any) and interest on the Notes ("Note Payments") are to be made in U.S. dollars, provided that any Holder of Notes may elect to have his Note Payments made in the Specified Currency by filing a written request with the Paying Agent as provided in the Notes. At least ten calendar days prior to each Payment Date, the Corporation shall cause the Paying Agent to deliver a notice to the Exchange Rate Agent to purchase a given specifying (i) such Payment Date and (ii) the aggregate amount of Note Payments in the Specified Currency with to be converted into U.S. dollars or on such Payment Date, on the basis of written requests from Noteholders received by the Paying Agent as provided in the Notes (such aggregate amount of the Specified Currency to be converted on any Payment Date being referred to herein as the "Conversion Amount"). (b) The Exchange Rate Agent shall (subject to Section 3(g) below) obtain a quotation from a recognized foreign exchange dealer (which may be the Exchange Rate Agent) selected by it (the "Reference Dealer") for the purchase by such Reference Dealer of the Specified Currency in exchange for U.S. dollars with a given Specified Currencydollars, in an amount equal to the following procedures Conversion Amount in respect of each Payment Date. Such quotation shall be followed: (a) Mexico obtained as of approximately 11:00 a.m. New York City time on the second Business Day preceding the applicable Payment Date, for settlement of the related exchange transaction on such Payment Date, and such Reference Dealer shall notify be requested, in providing its quote, to indicate its willingness to enter into an exchange transaction at the rate so quoted. If the Exchange Rate Agent at least seven Business Days prior provides the quotation, it shall be under no obligation to each Payment Date for a Multi-Currency Note on which, or with respect to which, Mexico desires obtain any quotations from other foreign exchange dealers. Any quotations provided by the Exchange Rate Agent will be at a rate comparable to purchase a Specified Currency with U.S. dollars or purchase U.S. dollars with a Specified Currency. Such notice shall also specify the account (the “Designated Account”) rate at which the Exchange Rate Agent would be willing, at such time, to enter into a foreign exchange transaction in the relevant Conversion Amount with a counterparty that is authorized not a foreign exchange dealer. For the avoidance of doubt, the Corporation acknowledges and agrees that such quotation will entail a spread that will constitute a profit to debit the Exchange Rate Agent and will not necessarily be a mid-market rate. If the Conversion Amount is less than an amount on which the Exchange Rate Agent would engage in making payment a wholesale transaction in the ordinary course of its business, the Corporation acknowledges and agrees that the spread may be greater than on a transaction involving a Conversion Amount on which the Exchange Rate Agent would engage in a wholesale transaction in the ordinary course of its business. (c) The Exchange Rate Agent, on behalf of the Corporation, shall enter into an agreement, at the time of the determination of the Conversion Rate (as defined below) in respect of each Payment Date, for the sale of the Conversion Amount for U.S. dollars for delivery on the Payment Date, such agreement to be entered into with the Reference Dealer which shall have provided the relevant quotation, and such sale to be at the Conversion Rate. The Corporation shall be bound by such agreement as principal as if it had entered into such agreement directly and shall assert no objection thereto based, in whole or in part, upon the Conversion Rate. The Exchange Rate Agent shall notify the Corporation and the Paying Agent, by telex, telefax or telephone and confirmed promptly in writing, of the exchange rate for the Specified Currency or U.S. dollars, at which such agreement was entered into (such rate being referred to herein as the case may be"Conversion Rate"). (bd) On or before 11:00 a.m.Prior to each Payment Date, New York City time, the Exchange Rate Agent will give telephonic notice to the Corporation of the place (including the account number and related information) to which the Conversion Amount shall be paid on the Second second Business Day prior to the Payment Date to the Exchange Rate Agent by the Corporation. Such telephonic notice shall be confirmed in writing as soon as practicable thereafter in accordance with Section 9. In the event the Exchange Rate Agent fails to give such notice, the Corporation shall be entitled to rely on the payment instructions with respect to the immediately preceding Payment Date. (e) As early as practicable on the second Business Day prior to the Payment Date, the Exchange Rate Agent shall purchase a given amount Corporation will deposit the Conversion Amount into the account of the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructed, using its then prevailing internal conversion rate, which conversion shall be conducted in a commercially reasonable manner. In no event shall the Exchange Rate Agent be liable specified pursuant to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”)Section 3(d) above. On the Payment Date, the Exchange Rate Agent will: shall (i) debit exchange the Designated Account Conversion Amount for U.S. Dollars pursuant to the Required Amountagreement referred to in Section 3(c) above, (ii) effect such exchange, deduct all currency exchange costs pursuant to Section 4 hereof and (iii) transfer such amount the remaining U.S. dollars to, or as directed by, the Paying Agent, on behalf of the Specified Currency or Corporation, for payment to the Holders of the Notes in accordance with their terms. (f) In the event that the Exchange Rate Agent enters into an agreement pursuant to Section 3(c) above but is unable to convert the entire Conversion Amount to U.S. dollars, as for whatever reason, then the case may be, Corporation shall remit to the relevant Paying AgentAgent on the Payment Date an amount in U.S. dollars equal to the amount which would have been received on conversion, at the Conversion Rate, of that portion of the Conversion Amount remaining unconverted, and such unconverted portion of the Conversion Amount shall be returned to the Corporation. (g) If the Exchange Rate Agent is not willing to provide a quotation in respect of a particular Payment Date, it will make a good faith attempt to obtain quotations from three other Reference Dealers. If none of such Reference Dealers is willing to provide a quotation, (i) the Exchange Rate Agent shall notify the Corporation and the Paying Agent accordingly, by telex, telefax or telephone and confirmed promptly in writing and (ii) no conversion shall be made on such Payment Date and all Note Payments on such Payment Date shall be made in the Specified Currency.

Exchange of Currencies. If Mexico desires (a) As provided in the Notes, ---------------------- payments of the principal of (and premium, if any) and interest on the Notes ("Note Payments") are to be made in U.S. dollars, provided that any Holder of Notes may elect to have his Note Payments made in the Specified Currency by filing a written request with the Paying Agent as provided in the Notes. At least ten calendar days prior to each Payment Date, the Corporation shall cause the Paying Agent to deliver a notice to the Exchange Rate Agent to purchase a given specifying (i) such Payment Date and (ii) the aggregate amount of Note Payments in the Specified Currency with to be converted into U.S. dollars or on such Payment Date, on the basis of written requests from Noteholders received by the Paying Agent as provided in the Notes (such aggregate amount of the Specified Currency to be converted on any Payment Date being referred to herein as the "Conversion Amount"). (b) The Exchange Rate Agent shall (subject to Section 3(g) below) obtain a quotation from a recognized foreign exchange dealer (which may be the Exchange Rate Agent) selected by it (the "Reference Dealer") for the purchase by such Reference Dealer of the Specified Currency in exchange for U.S. dollars with a given Specified Currencydollars, in an amount equal to the following procedures Conversion Amount in respect of each Payment Date. Such quotation shall be followed: (a) Mexico obtained as of approximately 11:00 a.m. New York City time on the second Business Day preceding the applicable Payment Date, for settlement of the related exchange transaction on such Payment Date, and such Reference Dealer shall notify be requested, in providing its quote, to indicate its willingness to enter into an exchange transaction at the rate so quoted. If the Exchange Rate Agent at least seven Business Days prior provides the quotation, it shall be under no obligation to each Payment Date for a Multi-Currency Note on which, or with respect to which, Mexico desires obtain any quotations from other foreign exchange dealers. Any quotations provided by the Exchange Rate Agent will be at a rate comparable to purchase a Specified Currency with U.S. dollars or purchase U.S. dollars with a Specified Currency. Such notice shall also specify the account (the “Designated Account”) rate at which the Exchange Rate Agent would be willing, at such time, to enter into a foreign exchange transaction in the relevant Conversion Amount with a counterparty that is authorized not a foreign exchange dealer. For the avoidance of doubt, the Corporation acknowledges and agrees that such quotation will entail a spread that will constitute a profit to debit the Exchange Rate Agent and will not necessarily be a mid-market rate. If the Conversion Amount is less than an amount on which the Exchange Rate Agent would engage in making payment a wholesale transaction in the ordinary course of its business, the Corporation acknowledges and agrees that the spread may be greater than on a transaction involving a Conversion Amount on which the Exchange Rate Agent would engage in a wholesale transaction in the ordinary course of its business. (c) The Exchange Rate Agent, on behalf of the Corporation, shall enter into an agreement, at the time of the determination of the Conversion Rate (as defined below) in respect of each Payment Date, for the sale of the Conversion Amount for U.S. dollars for delivery on the Payment Date, such agreement to be entered into with the Reference Dealer which shall have provided the relevant quotation, and such sale to be at the Conversion Rate. The Corporation shall be bound by such agreement as principal as if it had entered into such agreement directly and shall assert no objection thereto based, in whole or in part, upon the Conversion Rate. The Exchange Rate Agent shall notify the Corporation and the Paying Agent, by telex, telefax or telephone and confirmed promptly in writing, of the exchange rate for the Specified Currency or U.S. dollars, at which such agreement was entered into (such rate being referred to herein as the case may be"Conversion Rate"). (bd) On or before 11:00 a.m.Prior to each Payment Date, New York City time, the Exchange Rate Agent will give telephonic notice to the Corporation of the place (including the account number and related information) to which the Conversion Amount shall be paid on the Second second Business Day prior to the Payment Date to the Exchange Rate Agent by the Corporation. Such telephonic notice shall be confirmed in writing as soon as practicable thereafter in accordance with Section 9. In the event the Exchange Rate Agent fails to give such notice, the Corporation shall be entitled to rely on the payment instructions with respect to the immediately preceding Payment Date. (e) As early as practicable on the second Business Day prior to the Payment Date, the Exchange Rate Agent shall purchase a given amount Corporation will deposit the Conversion Amount into the account of the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructed, using its then prevailing internal conversion rate, which conversion shall be conducted in a commercially reasonable manner. In no event shall the Exchange Rate Agent be liable specified pursuant to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”)Section 3(d) above. On the Payment Date, the Exchange Rate Agent will: shall (i) debit exchange the Designated Account Conversion Amount for U.S. Dollars pursuant to the Required Amountagreement referred to in Section 3(c) above, (ii) effect such exchange, deduct all currency exchange costs pursuant to Section 4 hereof and (iii) transfer such amount the remaining U.S. dollars to, or as directed by, the Paying Agent, on behalf of the Specified Currency or Corporation, for payment to the Holders of the Notes in accordance with their terms. (f) In the event that the Exchange Rate Agent enters into an agreement pursuant to Section 3(c) above but is unable to convert the entire Conversion Amount to U.S. dollars, as for whatever reason, then the case may be, Corporation shall remit to the relevant Paying AgentAgent on the Payment Date an amount in U.S. dollars equal to the amount which would have been received on conversion, at the Conversion Rate, of that portion of the Conversion Amount remaining unconverted, and such unconverted portion of the Conversion Amount shall be returned to the Corporation. (g) If the Exchange Rate Agent is not willing to provide a quotation in respect of a particular Payment Date, it will make a good faith attempt to obtain quotations from three other Reference Dealers. If none of such Reference Dealers is willing to provide a quotation, (i) the Exchange Rate Agent shall notify the Corporation and the Paying Agent accordingly, by telex, telefax or telephone and confirmed promptly in writing and (ii) no conversion shall be made on such Payment Date and all Note Payments on such Payment Date shall be made in the Specified Currency.

Exchange of Currencies. If Mexico desires the Exchange Rate Agent to purchase a given Specified Currency with U.S. dollars or U.S. dollars with a given Specified Currency, the following procedures shall be followed: (a) Mexico The Bank shall notify or cause the Trustee to notify the Exchange Rate Agent at least seven three Business Days prior to each Payment Date for a Multiof the aggregate amount of Specified Currency due to all holders of Foreign-Currency Note on which, or with respect Notes scheduled to which, Mexico desires the Exchange Rate Agent to purchase a Specified Currency with receive payments in U.S. dollars or purchase U.S. dollars with a Specified Currencyon such Payment Date. Such notice shall also specify the account (the “Designated Account”) which the Exchange Rate Agent is authorized As near as practicable to debit in making payment for the Specified Currency or U.S. dollars, as the case may be. (b) On or before 11:00 a.m., New York City time, on the Second second Business Day prior immediately preceding the applicable Payment Date, the Exchange Rate Agent will solicit or cause the solicitation of bid quotations from three or, if three are not available, then two Recognized Foreign Exchange Dealers (as defined in Section 7 hereof), one of which may be the Exchange Rate Agent, for the purchase of the aggregate amount of the Specified Currency which is to be exchanged for payment in U.S. dollars on such Payment Date. The settlement date for the exchange of such Specified Currency for U.S. dollars shall be the applicable Payment Date. The Exchange Rate Agent shall enter into an agreement to trade such currencies (in such amounts and upon such terms as indicated above and upon such further terms as are appropriate and not inconsistent with the above) with such Recognized Foreign Exchange Dealer as shall have submitted the highest bid. If some but not all of the Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date bear interest based on LIBOR or EURIBOR, such second preceding Business Day will be determined for this purpose as if none of those Notes bore interest based on LIBOR or EURIBOR. If the Exchange Rate Agent determines that at least two such bids are not available, the Exchange Rate Agent will transmit the total amount of the Specified Currency received from the Bank for payment on the Payment Date to the Bank’s paying agent as provided below. Upon the determination of an exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as soon as practicable notify the Bank of such exchange rate. (b) As early as practicable, on the Payment Date, the Bank shall remit to the Exchange Rate Agent the aggregate amount of Specified Currency payable to all holders of Foreign-Currency Notes scheduled to receive payments in U.S. dollars on such Payment Date. As promptly as practicable thereafter on the Payment Date, the Exchange Rate Agent shall purchase a given will exchange such amount of Specified Currency for U.S. dollars and transmit the U.S. dollars received upon exchange from the Specified Currency or U.S. dollars, as the case may be with, respectively, U.S. dollars or such Specified Currency for delivery on the Payment Date. The Exchange Rate Agent shall convert, subject to applicable laws or regulations, the Specified Currency or U.S. dollars, as the case may be, to the currency as instructedBank’s paying agent, using its then prevailing internal conversion rate, which conversion shall be conducted or in a commercially reasonable manner. In no event shall accordance with the Exchange Rate Agent be liable to any party for the conversion rate so obtained. The Exchange Rate Agent may earn a normal and customary spread for written instructions of such conversion. The Exchange Rate Agent shall notify Mexico and the Trustee of the rate of exchange. At or before the opening of business on the Payment Date, Mexico shall deposit in the Designated Account the amount of U.S. dollars or Specified Currency, as the case may be, required for such purchase on such Date (the “Required Amount”). On the Payment Date, the Exchange Rate Agent will: (i) debit the Designated Account for the Required Amount, (ii) effect such exchange, and (iii) transfer such amount of the Specified Currency or U.S. dollars, as the case may be, to the relevant Paying Agentpaying agent.