Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) Mexico agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees Upon the Registration of Applicable Securities pursuant to Section 5.1 or Section 5.2 hereof, the Company shall indemnify and hold harmless each Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of youApplicable Securities, the directors, officers, employees and agents of each of you their respective officers and directors and each person who controls each of you such Electing Holder, underwriter, selling agent or other securities professional within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, an “Indemnified Person”) against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Applicable Securities are to be registered under the Registration Statement, any preliminary prospectusSecurities Act, or the Prospectusany Prospectus contained therein, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any reasonable and documented legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) Mexico will the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you specifically such Indemnified Person or its agent expressly for inclusion therein use therein; and (ii) such indemnity with respect to any preliminary prospectus or provided, further, that the Prospectus Company shall not inure be liable to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage or damage, liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an action or proceeding in respect thereof) or expense arises out of or is based upon the use of any Prospectus after such time as the Company has advised the Electing Holder in writing that a post-effective amendment or supplement to the Prospectus) at thereto is required, except such Prospectus as so amended or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicosupplemented.

Indemnification and Contribution. (a) Mexico agrees Upon the Registration of Applicable Securities pursuant to Section 2, 3 or 4 hereof, the Company shall indemnify and hold harmless the Holders and each Underwriter, if any, which facilitates the disposition of Applicable Securities, and each of you, the directors, officers, employees their respective officers and agents of each of you directors and each person any Person who controls the Holders or each of you Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an “Indemnified Person”) against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Indemnified Person may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulationCanadian Securities Laws, at common law if applicable, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or corresponding Canadian Prospectus under which such Applicable Securities are to be registered or qualified under the Registration StatementSecurities Act or Canadian Securities Laws, any preliminary prospectusif applicable, or any Prospectus contained therein or furnished by the ProspectusCompany to any Indemnified Person, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any reasonable and documented legal or other expenses, as incurred, reasonably expenses incurred by them in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement or Canadian Prospectus, if applicable, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you specifically a Holder or other Indemnified Person or its agent expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or use therein; provided further, however, that the Prospectus Company shall not inure be liable to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the obligation of the Company to keep the same effective and current has expired, or (ii) the use of any Prospectus or Canadian Prospectus, if applicable, after such time as the Company has advised the Holders in writing that a post-effective amendment or supplement thereto is required, except such Prospectus or Canadian Prospectus, if applicable, as so amended or supplemented; and provided further, however, that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, to the extent that any loss, claim, damage, liability purchased (or action or proceeding in respect thereof) or expense arises out of the Notes which are matters described in the subject thereof if first proviso of this sentence or in (i) or (ii) above or such person did not receive Person’s failure to send or give a copy of the a corrected preliminary Prospectus (including, if permitted by law, an issuer free writing prospectus), supplement or an amendment or supplement Canadian Prospectus, if applicable, to the Prospectus) at Persons asserting an untrue statement or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the alleged untrue statement or omission or alleged omission prior to the time of a material fact contained sale of Applicable Securities to such Person if such statement or omission was timely corrected in such preliminary prospectus Prospectus, supplement or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Canadian Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico, if applicable.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each Holder of youTransfer Restricted Securities covered by any Shelf Registration Statement (including, the without limitation, each Initial Purchaser), its directors, officers, and employees and agents of each of you and each person person, if any, who controls each of you any such Holder within the meaning of either the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, expenses reasonably incurred by them such party in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that that: (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; and (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact made in any Shelf Registration Statement, or alleged omission made therein in reliance upon and any Prospectus, the indemnity agreement contained in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (iithis Section 5(a) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of the Holder or any indemnified party person who controls the Holder within the meaning of either the Securities Act or the Exchange Act from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are securities concerned, to the subject thereof if extent that any such person did not receive a copy loss, claim, damage or liability of the Prospectus Holders occurs under the circumstance where it shall have been established that: (or an w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to the Holder; (x) delivery of the Prospectus, and any amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is supplements thereto, was required by the Securities Act and to be made to such person; (y) the untrue statement or omission of a material fact contained in such preliminary prospectus or the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such person, at or prior to the Prospectus (written confirmation of the sale of such securities to such person, a copy of such amendments or an amendment or supplement supplements to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees This indemnity agreement will not apply to indemnify and hold harmless each Agent against any requirement under loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the laws of Mexico to pay any stamp or similar taxes in connection with any issuance Company of the Notes commencement of the Suspension Period pursuant to such Agent by MexicoSection 3(c)(vi).

Indemnification and Contribution. (a) Mexico In the case of each offering of Registrable Securities made pursuant to this ARTICLE III, the Company agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Selling Holder, each underwriter of youRegistrable Securities so offered and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act and the officers, directors, officersmembers, employees partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable expenses of investigation and reasonable attorney’s fees and disbursements), claims and damages, joint or several, to which you, they or any of you or them may become subject subject, under the Act, the Exchange Securities Act or other Federal otherwise, including any amount paid in settlement of any litigation commenced or state statutory law or regulation, at common law or otherwisethreatened, insofar as such losses, claimsliabilities, costs, claims and damages or liabilities (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, registration statement (or in any preliminary prospectusor final prospectus included therein or issuer free writing prospectus related thereto) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable to any Person in any such case to the extent that any such loss, claimliability, cost, claim or damage or liability arises out of or is based upon relates to any such untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made therein in reliance upon and in conformity with written information furnished to Mexico the Company in writing by any or on behalf of you such Person specifically for inclusion therein and use in such registration statement (ii) such indemnity with respect to or in any preliminary or final prospectus included therein or the Prospectus issuer free writing prospectus related thereto), offering memorandum or other offering document, or any amendment thereof or supplement thereto. Such indemnity shall not inure to the benefit remain in full force and effect regardless of any indemnified party from whom investigation made by or on behalf of any Selling Holder or any other holder and shall survive the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale transfer of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)securities. This The foregoing indemnity agreement will be is in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp Selling Holder, or similar taxes in connection with any issuance other holder or underwriter of the Notes to such Agent by MexicoRegistrable Securities or any controlling person of the foregoing and the officers, directors, members, partners, stockholders, Affiliates, employees, accountants, advisors and agents of each of the foregoing.

Indemnification and Contribution. (a) Mexico agrees Subject to the Priority of Payments set forth in Section 11.1 of the Indenture, the Co-Issuers shall indemnify and hold harmless the Placement Agent and each of youits affiliates, the directorstheir respective partners, officers, directors, agents and employees and agents of each of you and each person who controls each the Placement Agent or any of you its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Placement Agent Indemnified Person”), to the full extent lawful, from and against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, as the same are incurred, to which you, they or any of you or them the Placement Agent Indemnified Person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, Offering Materials or the Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, other than the Placement Agent Information or (2) are based upon a breach by either of the Co-Issuers of any of its representations, warranties or agreements contained in this Agreement, and will shall periodically reimburse each such indemnified party the Placement Agent for any and all legal or other expenses, as incurred, expenses reasonably incurred by them the Placement Agent and each other Placement Agent Indemnified Person in connection with investigating or defending defending, settling, compromising or paying any such losslosses, claimclaims, damagedamages, liability liabilities, expenses or actionactions as such expenses are incurred; provided, however, that (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such foregoing indemnity with respect to any preliminary prospectus untrue statement contained in or any statement omitted from the Prospectus Offering Memorandum (as the same may be amended or supplemented) shall not inure to the benefit of any indemnified party from whom the person asserting Placement Agent, if (x) such loss, liability, claim, damage or liability purchased expense resulted from the fact that the Placement Agent sold or placed Notes which are the subject thereof if such person did to a Person to whom there was not receive a copy of the Prospectus (sent or an amendment or supplement to the Prospectus) given, at or prior to the written confirmation of such sale or placement, as the sale case may be, a copy of the Offering Memorandum, as then amended or supplemented, (y) the Issuer shall have previously and timely furnished sufficient copies of the Offering Memorandum, as so amended or supplemented, to the Placement Agent in accordance with this Agreement and (z) the Offering Memorandum, as so amended or supplemented, would have corrected such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoomission.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of youUnderwriter, the directors, officers, employees and agents of each of you Underwriter and each person who controls each of you any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in any of such documents, in reliance upon and in conformity with written information furnished to Mexico the Company by any or on behalf of you the Underwriters specifically for inclusion therein and (ii) such indemnity therein; provided further, that with respect to any untrue statement or omission of material fact made in any preliminary prospectus or preliminary prospectus supplement, the Prospectus indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any indemnified party Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Notes which are Securities concerned, to the subject thereof if extent that any such person did not receive loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a copy court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus (or an amendment or supplement to the ProspectusUnderwriters, (x) at or prior to the confirmation delivery of the sale of such Notes Prospectus was required to be made to such person in any case where such delivery is required by the Act and person, (y) the untrue statement or omission of a material fact contained in such the preliminary prospectus or Prospectus was corrected in the Prospectus and (z) there was not sent or an amendment given to such person, at or supplement prior to the written confirmation of the sale of such Securities to such person, a copy of the Prospectus). This indemnity agreement will be in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees to The Partnership shall indemnify and hold harmless each of youUnderwriter, the directors, officers, employees and agents of each Underwriter, affiliates of you any Underwriter who have participated in the distribution of securities as underwriters, and each person person, if any, who controls each of you any Underwriter within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which youthat Underwriter, they director, officer, employee or any of you or them controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectusthe Basic Prospectus, the Pricing Disclosure Package or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Underwriter and each such indemnified party director, officer, employee or controlling person promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Partnership shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus, or in any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information concerning such Underwriter furnished to Mexico the Partnership through the Underwriters by or on behalf of any of you Underwriter specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such losstherein, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy information consists solely of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person information specified in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 9(e). This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Partnership may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Underwriter or to any director, officer, employee or controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicothat Underwriter.

Indemnification and Contribution. (a) Mexico agrees to The Company will indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Agent and each person person, if any, who controls each of you any Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they such Agent or any of you or them such controlling person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectus, Statement or the Prospectus, or in any amendment thereof or supplement thereto, or any preliminary prospectus relating to the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such indemnified party controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them such Agent or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any such documents in reliance upon and in conformity with written information furnished to Mexico the Company by any of you such Agent through the Lead Agent specifically for inclusion therein use therein; and (ii) such indemnity provided further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or relating to the Prospectus Securities, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any indemnified party Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extant that any such loss, claim, damage or liability purchased of such Agent or such controlling person results from the Notes which are the subject thereof if such person did not receive fact that a copy of the Prospectus (was not sent or an amendment or supplement given to the Prospectus) any person at or prior to the written confirmation of the sale of such Notes Securities to such person in (provided that such Prospectus did not contain any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in or alleged untrue statement or omission and such preliminary prospectus or Prospectus was corrected delivered to such Agent by the Company on a timely basis enabling such Agent so to send or give a copy of such Prospectus in the Prospectus (or an amendment or supplement to the Prospectusaccordance with such Agent’s customary procedures). This indemnity agreement will be in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees a. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 2 or Section 3, the Company will indemnify and hold harmless each seller of yousuch Restricted Stock thereunder, the directors, officers, employees and agents each underwriter of each of you such Restricted Stock thereunder and each person other person, if any, who controls each of you any such seller or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration StatementSecurities Act pursuant to Section 2 or Section 3, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party seller, each such underwriter and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged an untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you seller, any underwriter or any controlling person specifically for inclusion therein and (iiuse in such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 6(a) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure apply to the benefit amounts paid in settlement of any indemnified party from whom the person asserting such loss, claim, damage damage, liability or liability purchased the Notes which are the subject thereof action if such person did not receive a copy settlement is effected without the consent of the Prospectus Company (which consent shall not be unreasonably withheld or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectusdelayed). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any Participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Notes, to the extent permitted by law, the Company shall indemnify and hold harmless each Holder of you, the directors, officers, employees and agents of each of you Registrable Notes included within any such Shelf Registration Statement and each person Participating Broker-Dealer or Initial Purchaser selling Exchange Notes, its officers and directors and each Person, if any, who controls each of you any such Person within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or otherwise, and to reimburse you and such controlling person or persons, if any, for any legal or other Federal expenses incurred by you or state statutory law or regulation, at common law or otherwisethem in connection with defending any action, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any alleged untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement or in any preliminary prospectus, or the Prospectus, or if the Company shall furnish or cause to be furnished to you any amendments or any supplements to any Prospectus, in any amendment thereof Prospectus covering Registrable Notes or supplement theretoExchange Notes, as applicable, as so amended or supplemented, or arise out of or are based upon the any alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises actions arise out of or is are based upon any such untrue statement or alleged untrue statement or omission, or untrue statement or omission which was made in a Registration Statement or alleged omission made therein in a Prospectus, or in such Prospectus as so amended or supplemented, in reliance upon and in conformity with written information furnished in writing to Mexico the Company by or through any Initial Purchaser or Participating Broker-Dealer expressly for use therein or with any statements in or omissions from that part of you specifically for inclusion therein the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of any indenture trustee under an indenture of the Company, and (ii) such except that this indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party Participating Broker-Dealer and Initial Purchaser (or of any person controlling any Initial Purchaser or Participating Broker-Dealer) on account of any losses, claims, damages, liabilities or actions arising from whom the person asserting such loss, claim, damage or liability purchased sale of the Notes which are the subject thereof to any person if such person did not receive loss arises from the fact that a copy of the Prospectus (Prospectus, as the same may then be supplemented or an amendment or supplement amended to the Prospectus) at extent such Prospectus was provided to such Initial Purchaser or Participating Broker-Dealer by the Company (excluding, however, any document then incorporated or deemed incorporated therein by reference), was not sent or given by such Initial Purchaser or Participating Broker-Dealer to such person with or prior to the written confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act involved and the alleged omission or alleged untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus untrue statement was corrected in the Prospectus (as supplemented or an amendment amended at the time of such confirmation, and such Prospectus, as amended or supplement supplemented, was timely delivered to such Initial Purchaser or Participating Broker-Dealer by the Prospectus)Company. This Each Initial Purchaser or Participating Broker-Dealer agrees promptly after the receipt by such Initial Purchaser or Participating Broker-Dealer of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement will contained in this Section 4(a) may be sought by such Initial Purchaser or Participating Broker-Dealer, or by any person controlling such Initial Purchaser or Participating Broker-Dealer, to notify the Company in addition writing of the commencement thereof, but the omission so to notify the Company of any such action shall not release the Company from any liability which Mexico it may have to such Initial Purchaser or Participating Broker-Dealer or to such controlling person otherwise havethan on account of the indemnity agreement contained in this Section 4(a). Mexico further agrees to indemnify and hold harmless each Agent In case any such action shall be brought against any requirement under Initial Purchaser or Participating Broker-Dealer or any such person controlling any Initial Purchaser or Participating Broker-Dealer or such Initial Purchaser or Participating Broker-Dealer shall notify the laws Company of Mexico the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the extent that it shall wish, including the selection for counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the Company elects to direct such defense and selects such counsel (hereinafter, Company's counsel), such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have the right to employ its own counsel, but in any such case, the fees and expenses of such counsel shall be at the expense of such Initial Purchaser or Participating Broker-Dealer or controlling person unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any stamp such action (including any impleaded parties) include both such Initial Purchaser or similar taxes Participating Broker-Dealer or any controlling person and the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Initial Purchaser or Participating Broker-Dealer or any controlling person may arise (and the Company's counsel shall have concurred in good faith with such advice) and for this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any issuance one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the Notes to same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Agent Initial Purchaser or Participating Broker-Dealer or any controlling person (plus any local counsel retained by Mexicosuch Initial Purchaser or Participating Broker-Dealer or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by such Initial Purchaser or Participating Broker-Dealer or any controlling person).

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any of the Restricted Stock or Additional Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless each seller of yousuch Restricted Stock and Additional Restricted Stock thereunder, the directors, officers, employees each underwriter of such Restricted Stock and agents of each of you Additional Restricted Stock thereunder and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock or Additional Restricted Stock was registered under the Registration StatementSecurities Act pursuant to Sections 4, 5 or 6, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party seller, each such underwriter and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; action as the same are incurred, provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you such seller, any such underwriter or any such controlling person in writing specifically for inclusion therein and (ii) use in such indemnity with respect to any preliminary registration statement or prospectus or from a failure of such seller to comply with the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy prospectus delivery requirements of the Prospectus (or an amendment or supplement to Securities Act if the Prospectus) at or prior to the confirmation of the sale of such Notes Company has delivered to such person in seller any case where reasonable number of correct or corrected prospectuses requested by such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoseller.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Underwriter and each person who controls each of you any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Securities Act, the Securities Exchange Act Act, or any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other Federal expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or state statutory law defending any such losses, claims, damages, or regulationliabilities, at common law or otherwisein connection with defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, Statement or the Prospectus, or in either such document as amended or supplemented (if any amendment thereof amendments or supplement theretosupplements thereto shall have been furnished), or arise out of any preliminary Prospectus (if and when used prior to the date hereof), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing indemnity agreement, and will reimburse each such indemnified party for any legal or other expenses, insofar as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect it relates to any preliminary prospectus or the Prospectus Prospectus, shall not inure to the benefit of any indemnified party from whom Underwriter (or to the benefit of any person asserting who controls such lossUnderwriter) on account of any losses, claimclaims, damage damages or liability purchased liabilities arising out of the sale of any of the Senior Notes which are the subject thereof by such Underwriter to any person if such person did not receive it shall be established that a copy of the Prospectus Prospectus, excluding any documents incorporated by reference (as supplemented or an amendment amended, if the Company shall have made any supplements or supplement amendments which have been furnished to the Prospectus) Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of such Notes to such person in any case where such delivery is required by the Securities Act and the untrue statement Company satisfied its obligations pursuant to Section 6(a) hereof, if the misstatement or omission of a material fact contained in leading to such preliminary prospectus loss, claim, damage or Prospectus liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or an amendment supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or supplement to liability; and provided further, however, that the Prospectus). This indemnity agreement will be contained in addition this Section 9(a) shall not apply to any liability which Mexico may such losses, claims, damages, liabilities, expenses or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise havein writing to The Company by or on behalf of any Underwriter for use in the Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any preliminary Prospectus. Mexico further agrees to indemnify The indemnity agreement of The Company contained in this Section 9(a) and hold harmless each Agent against the representations and warranties of The Company contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any requirement under investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the laws of Mexico to pay any stamp or similar taxes in connection with any issuance delivery of the Notes to such Agent by MexicoSenior Notes.

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each the seller of yousuch Registrable Securities, the directors, and its directors and officers, employees and agents each underwriter of each of you such Registrable Securities, and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or other Federal or state statutory law or regulation, at common law Blue Sky laws or otherwise, insofar in so far as such losses, claims, damages or liabilities (or actions in respect thereof): (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretoto such Registration Statement, and any document incorporated therein by reference; or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse such seller, underwriter and each such indemnified party controlling person for any legal or any other expenses, as incurred, expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission made therein prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to Mexico the Company, in writing, by any or on behalf of you such seller, underwriter or controlling person specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected use in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicopreparation thereof.

Indemnification and Contribution. (a) Mexico agrees to The Company will indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Agent and each person person, if any, who controls each of you any Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they such Agent or any of you or them such controlling person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectus, Statement or the Prospectus, Prospectus (or in any amendment thereof or supplement thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information relating to the Program Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will, and will as such expenses are incurred, reimburse each Agent and each such indemnified party controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them such Agent or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any such documents in reliance upon and in conformity with written information furnished to Mexico the Company by any of you such Agent specifically for inclusion therein use therein; and (ii) such indemnity provided further, that with respect to any preliminary prospectus untrue statement or omission or alleged untrue statement or omission made in any Time of Sale Information relating to the Prospectus Program Securities, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any indemnified party Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the applicable Program Securities, to the extent that any such loss, claim, damage or liability purchased of such Agent or such controlling person results from the Notes which are the subject thereof if such person did not receive fact that a copy of the Prospectus any subsequent Time of Sale Information (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of which did not contain any such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission or alleged untrue statement or omission) was delivered to such Agent by the Company on a timely basis enabling such Agent so to send, give or make available a copy of a material fact contained such subsequent Time of Sale Information in accordance with such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)Agent’s customary procedures. This indemnity agreement will be in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees to The Seller and the Servicer shall, jointly and severally, indemnify and hold harmless each of youUnderwriter, the directorseach person, officersif any, employees and agents of each of you and each person who controls each of you any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Control Person”) and the respective officers, directors, agents and employees of any of the foregoing harmless against any and all losses, claims, damages or liabilities, joint or several, to which you, they such Underwriter or any of you or them Control Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectusthe Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, or which information shall of necessity appear only in the Final Prospectus), the Ratings Free Writing Prospectus, the Final Prospectus, any Form ABS-15G furnished to the Commission on XXXXX with respect to the transactions contemplated by this Agreement (each, a “Furnished ABS-15G”) or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party Underwriter and Control Person for any legal or other expenses, as incurred, expenses reasonably incurred by them such Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico neither the Seller nor the Servicer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and the Underwriter Information (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectusas defined below). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Shares, each underwriter of yousuch Registrable Shares, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or other Federal or state statutory law or regulation, at common law Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse such seller, underwriter and each such indemnified party controlling person for any legal or any other expensesexpenses reasonably incurred, as such expenses are incurred, reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission made therein final prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to Mexico the Company, in writing, by any or on behalf of you such seller, underwriter or controlling person specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected use in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicopreparation thereof.

Indemnification and Contribution. (a) Mexico agrees to The Company and each Guarantor, jointly and severally, shall indemnify and hold harmless each of youUnderwriter, the its directors, officers, employees and agents of each of you officers and each person person, if any, who controls each of you any Underwriter within the meaning of either the Act or the Exchange Act Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which youthat Underwriter, they director, officer or any of you or them controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) any act or failure to act, or any alleged act or failure to act, by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable in the case of any matter covered by this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse that Underwriter and each such indemnified party director, officer and controlling person promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them that Underwriter, director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Preliminary Prospectus, the Disclosure Package any Issuer Free Writing Prospectus or the Prospectus, as applicable, or in any such amendment or supplement, in reliance upon and in conformity with the written information furnished to Mexico the Company by or on behalf of any of you Underwriter specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person described in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 8(e). This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Company or any of the Guarantors may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Underwriter or to any officer, employee or controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoUnderwriter.

Indemnification and Contribution. (a) Mexico agrees to a. The Company shall indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Initial Purchaser and each person Holder of Transfer Restricted Securities covered by any Shelf Registration Statement, and each director, officer, partner, member and employee of the Initial Purchaser or such Holder, as applicable, and each Person, if any, who controls each of you the Initial Purchaser or any such Holder, as applicable, within the meaning of either the 1933 Act or the Exchange 1934 Act (collectively referred to for purposes of this Section 5 as an “Indemnified Holder”) against any and all losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which you, they or any of you or them may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, expenses reasonably incurred by them such party in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that that: (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information; (ii) with respect to any such untrue statement or alleged untrue statement or omission of material fact made in any Shelf Registration Statement, or alleged omission made therein in reliance upon and any Prospectus, the indemnity agreement contained in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (iithis Section 5(a) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party an Indemnified Holder from whom the person Person asserting any such loss, claim, damage or liability purchased the Notes which are securities concerned, to the subject thereof if extent that any such person did not receive a copy loss, claim, damage or liability of such Indemnified Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus Prospectus, and any amendments and supplements thereto, to such Indemnified Holder; (or an x) delivery of the Prospectus, and any amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is supplements thereto, was required by the 1933 Act and to be made to such Person; (y) the untrue statement or omission of a material fact contained in such preliminary prospectus or the Prospectus was corrected in amendments or supplements thereto timely provided to such Indemnified Holder; and (z) there was not received by such Person, at or prior to the Prospectus (written confirmation of the sale of such securities to such Person, a copy of such amendments or an amendment or supplement supplements to the Prospectus); and (iii) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim, damage or liability if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability which Mexico that the Company may otherwise have. Mexico further agrees This indemnity agreement will not apply to indemnify and hold harmless each Agent against any requirement under loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the laws of Mexico to pay any stamp or similar taxes in connection with any issuance Company of the Notes commencement of the Suspension Period pursuant to such Agent by MexicoSection 3(c)(vii).

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Shares, each underwriter of yousuch Registrable Shares, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or other Federal the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state statutory law securities or regulation, at common law Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretoto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case to if the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to Mexico the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Stockholder hereunder shall be limited to an amount equal to the proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 6 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of you specifically allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 6, in no case shall any one Stockholder be liable or responsible for inclusion therein and any amount in excess of the net proceeds received by such Stockholder from the offering of Registrable Shares; PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (iiwithin the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such indemnity fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any preliminary prospectus action, suit, proceeding or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoclaim settled without its written consent.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify indemnify, defend and hold harmless each of youthe Underwriter, the directorsits affiliates, officersdirectors and officers and employees, employees and agents of each of you and each person person, if any, who controls each of you the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which you, they the Underwriter or any of you or them such person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any preliminary prospectussubsequent time pursuant to Rule 430A, 430B or 430C, as applicable, of the Rules and Regulations, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party the Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable for any such losses, claims, damages, liabilities, expenses or actions in any such case to the extent that any such loss, claim, damage damage, liability, expense or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you the Underwriter or the Selling Stockholder specifically for inclusion therein and (ii) such indemnity with respect to use in the preparation thereof, including any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy description of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required transaction provided by the Act and the untrue statement or omission of a material fact contained Underwriter in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.Schedule I.

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will, to the extent permitted by law, indemnify and hold harmless each selling Stockholder (including each member, partner, officer or director thereof), each underwriter of yousuch seller of such Registrable Shares, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Securities Act or the Exchange Act against any and all expenses, losses, claims, damages or liabilities, joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or other Federal or state statutory law or regulation, at common law Blue Sky laws or otherwise, including any of the foregoing incurred in connection with the settlement of any commenced or threatened litigation, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with the offering covered by such Registration Statement; and the Company will reimburse such seller, underwriter and each such indemnified party controlling person for any legal or any other expenses, as incurred, expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission made in such Registration Statement, final prospectus, or alleged omission made therein any such amendment or supplement, in reasonable reliance upon and in conformity with written information furnished (or not furnished in the case of an omission or alleged omission) to Mexico the Company, in writing, by or on behalf of any of you seller, underwriter or controlling person specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected use in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicopreparation thereof.

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any of the Shares hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each of youthe Selling Holders, the each of their respective directors, officers, employees employees, advisors and agents agents, each Person who participates as an underwriter in the offering or sale of such securities, each director, officer, employee, advisor and agent of each of you underwriter and each person Person, if any, who controls each of you such Selling Holder or any such underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act “Holder Covered Persons”) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which you, they or any of you or them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any related registration statement filed under the Registration StatementSecurities Act, any preliminary prospectusprospectus or final prospectus included therein, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any prospectus, in light of the circumstances under which they were made), and the Company will reimburse each such indemnified party Holder Covered Person, as incurred, for any legal or any other expenses, as incurred, expenses reasonably incurred by them such Holder Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense (or action or proceeding in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Mexico the Company after the Separation Date by any of you such Selling Holder or such underwriter specifically for inclusion therein use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and the other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement and (ii) such indemnity with respect to any preliminary prospectus no person or entity guilty of fraudulent misrepresentation (within the Prospectus shall not inure to the benefit meaning of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy Section 11(f) of the Prospectus (Securities Act) will be entitled to contribution from any person or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale entity who was not guilty of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicofraudulent misrepresentation.

Indemnification and Contribution. (a) Mexico agrees to The Company will indemnify and hold harmless each of youUnderwriter, the directors, officers, employees and agents of each of you its officers and directors and affiliates and each person person, if any, who controls each of you such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any preliminary prospectus, Statement or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will promptly reimburse each such indemnified party Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them such Underwriter in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third- party witness in connection with, any such loss, action or claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement or Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to Mexico the Company by any of the Underwriters through you specifically expressly for inclusion therein and (ii) such use therein; provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus or the Preliminary Prospectus shall not inure to the benefit of any indemnified party Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the Notes which are the subject thereof Securities, or any person controlling such Underwriter, if such person did not receive a copy of the Prospectus (as then amended or an amendment supplemented if the Company shall have furnished any amendments or supplement supplements thereto) was not sent or given by or on behalf of such Underwriter to the Prospectus) such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such Notes the Securities to such person in any case where such delivery is required by the Act person, and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in if the Prospectus (as so amended or an amendment or supplement to supplemented) would have cured the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes defect giving rise to such Agent by Mexicolosses, claims, damages or liabilities.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of youthe Underwriter, the directorsits affiliates, officersdirectors and officers and employees, employees and agents of each of you and each person person, if any, who controls each of you the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which you, they the Underwriter or any of you or them such person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any preliminary prospectussubsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party the Underwriter for any documented legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you the Underwriter specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected use in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicopreparation thereof.

Indemnification and Contribution. (a) Mexico agrees The Company and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless each of youUnderwriter, the directors, officers, employees and agents of each of you and each person person, if any, who controls each of you any Underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they such Underwriter or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Effective Prospectus or Final Prospectus, or the Prospectusany amendment or supplement thereto, or in any amendment Blue Sky application or other written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof or supplement thereto, (a "Blue Sky Application") or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and each such indemnified party controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico the Company and the Selling Shareholders will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus or Final Prospectus or such amendment or such supplement or any Blue Sky Application in reliance upon and in conformity with written information furnished to Mexico the Company by any of you Underwriter specifically for inclusion use therein (it being understood that the only information so provided by the Underwriters is the information included in the last paragraph on the cover page and (ii) such indemnity with respect to any preliminary prospectus or in the Prospectus shall not inure to first, third and fourth paragraphs under the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person caption "Underwriting" in any case where such delivery is required by the Act Preliminary Prospectus and the untrue statement or omission of a material fact contained in such preliminary prospectus or Final Prospectus was corrected in and the Prospectus (or an amendment or supplement to the Effective Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees Underwriter from and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them the Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any preliminary prospectusother information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, or if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party the Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you specifically for inclusion therein use in the preparation thereof; it being understood and (ii) such indemnity with respect to any preliminary prospectus or agreed that the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy only information furnished by you consists of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of information described as such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 6(f). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees Underwriter from and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any preliminary prospectusother information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, or if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to Mexico the Company by you, or by any of you Underwriter through you, specifically for inclusion therein use in the preparation thereof; it being understood and (ii) such indemnity with respect to any preliminary prospectus or agreed that the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy only information furnished by an Underwriter consists of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of information described as such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 6(g). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees to To the extent permitted by law, Buyer will indemnify and hold harmless each the Sellers, officers and directors of youthe Company, the directors, officers, employees partners of Peninsula and agents of each of you any underwriter (as defined in the Securities Act) and each person person, if any, who controls each any of you them or such underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or expressly incorporated by reference in the Registration Statementany such registration statement, including any preliminary prospectus, prospectus or the Prospectus, final prospectus contained therein or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse the Sellers, the officers and directors of the Company, Peninsula and each such indemnified party underwriter or controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the Buyer's consent (i) Mexico will which consent shall not be unreasonably withheld or delayed), nor shall the Buyer be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in connection with such registration statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to Mexico by any of you specifically expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes use in connection with such registration by Sellers or by any issuance of the Notes to such Agent underwriter selected by MexicoSeller, or any person controlling such underwriter.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 2 or 3, the Company will indemnify and hold harmless each seller of yousuch Restricted Stock thereunder, the directors, officers, employees and agents each underwriter of each of you such Restricted Stock thereunder and each person other person, if any, who controls each of you such seller or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilitiesliabilities (including, without limitation, any legal or other expenses reasonably incurred by such Shareholder or any such controlling person in connection with defending or investigating any such action or claim), joint or several, to which yousuch seller, they underwriter or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Restricted Stock was registered under the Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party seller, each such underwriter and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you such seller, any such underwriter or any such controlling person in writing specifically for inclusion therein and (ii) use in such Registration Statement or prospectus. It is agreed that the indemnity with respect to any preliminary prospectus or the Prospectus agreement contained in this Section 7 shall not inure apply to the benefit amounts paid in settlement of any indemnified party from whom the person asserting such loss, claim, damage damage, liability or liability purchased the Notes which are the subject thereof action if such person did not receive a copy settlement is effected without the consent of the Prospectus Company (which consent shall not be unreasonably withheld or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectusdelayed). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each Holder of youSecurities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each of you such Holder and each person who controls each of you any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary prospectus, Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico the Company by or on behalf of any of you such Holder specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)therein. This indemnity agreement will be in addition to any liability which Mexico the Company may otherwise have. Mexico further The Company also agrees to indemnify or contribute as provided in Section 6(d) to the Losses of any underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and hold harmless each Agent against any requirement under person who controls such underwriter on substantially the laws of Mexico to pay any stamp or similar taxes in connection with any issuance same basis as that of the Notes to indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such Agent by Mexicoagreement, as provided in Section 4(o) hereof.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any preliminary prospectussubsequent time pursuant to Rules 430A and 430C of the Rules and Regulations, or if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to Mexico the Company by you, or by any of you Underwriter through you, specifically for inclusion therein and (ii) use in the preparation thereof. In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such indemnity with respect to any preliminary prospectus claim, action, investigation, inquiry or other proceeding, notwithstanding the Prospectus shall not inure absence of a judicial determination as to the benefit propriety and enforceability of the Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any indemnified such interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from whom time to time by U.S. Bank, N.A. (the person asserting “Prime Rate”). Any such loss, claim, damage or liability purchased the Notes interim reimbursement payments which are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the subject thereof if such person did not receive a copy of Prime Rate from the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale date of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)request. This indemnity agreement will shall be in addition to any liability liabilities which Mexico the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees to The Company will indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act Remarketing Agent against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Remarketing Agent may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, General Disclosure Package or the Prospectus, Prospectus (or in any amendment thereof or supplement thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) in the event any Remarketing Agent is named as a defendant in any proceeding relating to the remarketing of the Notes, except to the extent finally judicially determined to be due to its gross negligence or willful misconduct; and will reimburse each such indemnified party Remarketing Agent for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico the Company by or on behalf of any of you Remarketing Agent, specifically for inclusion therein and (ii) such use in the preparation thereof; provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus the Registration Statement, General Disclosure Package or the Prospectus shall not inure to the benefit of any indemnified party Remarketing Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Remarketing Agent where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the time when sales of the Notes are first made (the “Time of Sale”) the Company shall have notified such Remarketing Agent that the Registration Statement, General Disclosure Package or Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Registration Statement, General Disclosure Package, Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus was provided to such Remarketing Agent far enough in advance of the Time of Sale so that such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus could have been provided to such person prior to the Time of Sale, (iii) the Remarketing Agent did not send or give such corrected Registration Statement, General Disclosure Package, Prospectus or Issuer Free Writing Prospectus to such person at or prior to the Time of Sale of the Securities to such person, and (iv) such loss, claim, damage or liability purchased would not have occurred had the Notes which are Remarketing Agent delivered the subject thereof if such person did not receive a copy of the corrected Registration Statement, General Disclosure Package, Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes Issuer Free Writing Prospectus to such person as provided for in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus clause (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoiii) above.

Indemnification and Contribution. (a) Mexico agrees to The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless each of youInitial Purchaser, the its affiliates, directors, officers, officers and employees and agents of each of you and each person person, if any, who controls each of you any Initial Purchaser within the meaning of either the Act or the Exchange Act Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which youthat Initial Purchaser, they affiliate, director, officer, employee or any of you or them controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any of the Registration StatementPreliminary Offering Memorandum, the Disclosure Package, any preliminary prospectus, Issuer Written Communication or the Prospectus, Offering Memorandum or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any of the Preliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and will that is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that neither the Company nor any Guarantor shall be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct), and shall reimburse each Initial Purchaser and each such indemnified party affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them that Initial Purchaser, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will not neither the Company nor any Guarantor shall be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Preliminary Offering Memorandum, the Disclosure Package, any Issuer Written Communication or the Offering Memorandum, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to Mexico the Company through the Representative by any or on behalf of you such Initial Purchaser specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy information consists solely of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person information specified in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 7(e). This The foregoing indemnity agreement will be is in addition to any liability which Mexico that the Company or any of the Guarantors may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Initial Purchaser or to any affiliate, director, officer, employee or controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicothat Initial Purchaser.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 2 or 3, the Company will indemnify and hold harmless each seller of yousuch Registrable Securities thereunder and such seller's agents, the directorsemployees, directors and officers, employees from and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such seller may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Registration StatementSecurities Act pursuant to Sections 2 or 3, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for or (iii) any legal or other expensesviolation of any applicable securities law, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by such seller or an authorized officer of any such seller acting on behalf of you such seller and each other person, if any, who controls such seller within the meaning of the Securities Act, or in writing by an authorized officer of the seller of Registrable Securities or by an officer or duly authorized agent or employee of such seller of Registrable Securities specifically for inclusion therein and (ii) use in such indemnity with respect to registration statement or prospectus, and, provided further, however, that the Company will not be liable in any preliminary prospectus or the Prospectus shall not inure such case to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage damage, liability or liability purchased action arises out of or is based upon an untrue or alleged untrue statement or omission or an alleged omission made in any preliminary prospectus or final prospectus if (1) the Notes which are Company delivered to such Holder the subject thereof if final prospectus or prospectus supplement, (2) such person did not receive Holder failed to send or deliver a copy of the Prospectus (final prospectus or an amendment or prospectus supplement to the Prospectus) at with or prior to the delivery of written confirmation of the sale of the Registrable Securities, and (3) the final prospectus or prospectus supplement would have corrected such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoomission.

Indemnification and Contribution. (a) Mexico agrees In connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or the Initial Purchaser, as applicable, who seeks to sell New Securities, the Company and the Trust shall indemnify and hold harmless each Holder of you, the directors, officers, employees and agents of each of you Transfer Restricted Securities included within any such Shelf Registration Statement and each person participating Broker-Dealer or Initial Purchaser selling New Securities, and each person, if any, who controls each of you any such person within the meaning of either Section 15 of the Securities Act or the Exchange Act (each, a "Participant") from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which you, they such Participant or any of you or them controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any such Registration Statement, Statement or any preliminary prospectus, or the Prospectus, prospectus forming part thereof or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and which is referred to in or induced as part of any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above and will shall reimburse each such indemnified party Participant promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them such Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that (i) Mexico will the Company and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in any such Registration Statement or any prospectus forming part thereof or in any such amendment or supplement in reliance upon and in conformity with written information furnished to Mexico the Company or the Trust by or on behalf of any of you Participant specifically for inclusion therein therein; and (ii) such indemnity with respect PROVIDED FURTHER that as to any preliminary prospectus or Prospectus, the Prospectus indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any indemnified party from whom the such Participant or any controlling person asserting of such Participant on account of any loss, claim, damage damage, liability or liability purchased action arising from the Notes which are sale of the subject thereof New Securities to any person by that Participant if such person did not receive (i) that Participant failed to send or give a copy of the Prospectus (Prospectus, as the same may be amended or an amendment or supplement supplemented, to that person within the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is time required by the Securities Act and (ii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to Prospectus, unless, in each case, such failure resulted from non-compliance by the ProspectusCompany and the Trust with Section 6(c). This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Company and the Trust may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Participant or to any controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicothat Participant.

Indemnification and Contribution. (a) Mexico agrees to The Company will, and hereby does, indemnify and hold harmless harmless, in the case of any registration statement filed pursuant to Section 1 or 2, each seller of youany Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, employees partners, agents and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act Affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which you, they such seller or underwriter or any of you such director, officer, partner, agent, Affiliate or them controlling person may become subject under the ActSecurities Act or otherwise, including, without limitation, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisereasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any preliminary prospectus, final prospectus or the Prospectussummary prospectus contained therein, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse such seller or underwriter and each such indemnified party director, officer, partner, agent, Affiliate and controlling Person for any legal or any other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Mexico the Company by any or on behalf of you such seller or underwriter, as the case may be, specifically stating that it is for inclusion therein use in the preparation thereof; and (ii) such indemnity with respect provided, further, that the Company shall not be liable to any preliminary prospectus Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the Prospectus shall not inure meaning of the Securities Act, in any such case to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage damage, liability (or liability purchased the Notes which are the subject thereof if action or proceeding in respect thereof) or expense arises out of such person did not receive Person's failure to send or give a copy of the Prospectus (final prospectus, as the same may be then supplemented or an amendment or supplement amended, to the Prospectus) Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of such Notes Registrable Securities to such person in any case where Person if such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement such final prospectus and such final prospectus was required to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes delivered to such Agent Person. Such indemnity shall remain in full force and effect regardless of any investigation made by Mexicoor on behalf of such seller or any such director, officer, partner, agent, Affiliate or controlling person and shall survive the transfer of such securities by such seller.

Indemnification and Contribution. (a) Mexico agrees to The Issuer shall indemnify and hold harmless each of youHolder, the such Holder’s officers, directors, officers, partners and employees and agents of each of you and each person person, if any, who controls each of you such Holder within the meaning of either the Securities Act or the Exchange Act (each, an “Indemnified Holder”), from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which you, they or any of you or them such Indemnified Holder may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as any such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, any preliminary prospectus, Statement or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse each such indemnified party Indemnified Holder promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Shelf Registration Statement or Prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to Mexico the Issuer by any or on behalf of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or Holder; provided, further, that the Prospectus Issuer shall not inure to the benefit of be liable for any indemnified party from whom the person asserting such loss, liability, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement expense to the Prospectus) at or extent that it arises from a sale of Transfer Restricted Securities occurring during a Suspension Period, provided that Issuer shall have provided such Holder a Suspension Notice with respect to such Suspension Period prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicosale.

Indemnification and Contribution. (a) Mexico agrees to The Company shall indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Standby Purchasers and each person other Person who participated in the offering of any Securities hereunder and each other Person, if any, who controls each of you either Standby Purchaser or such participating Person within the meaning of either the Securities Act or (all such Persons being hereinafter referred to, collectively, as the Exchange Act “Standby Indemnified Persons”), against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them the Standby Indemnified Persons may become subject as a result of (i) any breach by the Company of any of its representations or warranties contained herein or in any certificate delivered hereunder or (ii) this Agreement or the performance of the transactions contemplated hereby, including under the Act, the Exchange Securities Act or any other Federal statute or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each such indemnified party Standby Indemnified Person for any reasonable legal or any other expenses, as incurred, expenses reasonably incurred by them such Standby Indemnified Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case to any Standby Indemnified Person to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement actual or alleged untrue statement or omission actual or alleged omission made therein in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to Mexico the Company by any of you such Standby Indemnified Person specifically for inclusion therein use therein. Such indemnity shall remain in full force and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit effect regardless of any indemnified party from whom the person asserting such loss, claim, damage investigation made by or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale on behalf of such Notes to Standby Indemnified Person, and shall survive the transfer of such person in any case where Securities or New Shares by such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoStandby Indemnified Person.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold harmless and pay and reimburse, each of youInvestor selling such Registrable Securities thereunder, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you such Investor within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they such Investor or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, registration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse each such indemnified party Investor and controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon any such the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you such Investor or any such controlling person (whether or not the Investor or controlling person asserting the claims for indemnification) in writing specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or use in the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue registration statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoprospectus.

Indemnification and Contribution. (ai) Mexico agrees In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to this paragraph 4, the Company will indemnify and hold harmless each seller of yousuch Restricted Stock thereunder, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you such seller within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they such seller or any of you or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration StatementSecurities Act pursuant to this paragraph 4, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party seller and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (A) so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you such seller or any such controlling person in writing specifically for inclusion therein use in such registration statement or prospectus, or (B) contained in a preliminary prospectus and (ii) such indemnity with respect subsequently corrected in a final or amended prospectus copies of which were delivered to any preliminary prospectus such seller or the Prospectus shall not inure to the benefit of any indemnified party from whom the such controlling person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive on a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicotimely basis.

Indemnification and Contribution. (a) Mexico agrees Each Offeror agrees, -------------------------------- jointly and severally, to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Underwriter and each person who controls each of you any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Securities Act, the Securities Exchange Act Act, or any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other Federal expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or state statutory law defending any such losses, claims, damages, or regulationliabilities, at common law or otherwisein connection with defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, Statement or the Prospectus, or in either such document as amended or supplemented (if any amendment thereof amendments or supplement theretosupplements thereto shall have been furnished), or arise out any Preliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing agreement, and will reimburse each such indemnified party for any legal or other expenses, insofar as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect it relates to any preliminary prospectus or the Prospectus Preliminary Prospectus, shall not inure to the benefit of any indemnified party from whom Underwriter (or to the benefit of any person asserting who controls such lossUnderwriter) on account of any losses, claimclaims, damage damages or liability purchased liabilities arising out of the Notes which are sale of any of the subject thereof Capital Securities by such Underwriter to any person if such person did not receive it shall be established that a copy of the Prospectus Prospectus, excluding any documents incorporated by reference (as supplemented or an amendment amended, if Dominion shall have made any supplements or supplement amendments which have been furnished to the Prospectus) Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of such Notes to such person in any case where such delivery is required by the Securities Act and the untrue statement Offerors satisfied their obligations pursuant to Section 5(a) hereof, if the misstatement or omission of a material fact contained in leading to such preliminary prospectus loss, claim, damage or Prospectus liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or an amendment supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or supplement to liability; and provided further, however, that the Prospectus). This indemnity agreement will be contained in addition this Section 8(a) shall not apply to any liability which Mexico may such losses, claims, damages, liabilities, expenses or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise havein writing to Offerors by or on behalf of any Underwriter for use in the Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any Preliminary Prospectus. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance The indemnity agreement of the Notes to Offerors contained in this Section 8(a) and the representations and warranties of the Offerors contained in Section 1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such Agent by Mexicocontrolling person, and shall survive the delivery of the Capital Securities.

Indemnification and Contribution. (a) Mexico agrees to To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the selling Holder, any broker/dealer acting on behalf of you, the directors, officers, employees and agents of each of you any selling Holder and each person officer and director of such selling Holder, such underwriter, such broker/dealer and each person, if any, who controls each of you such selling Holder, underwriter or broker/dealer within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, in any preliminary prospectus, prospectus or the Prospectus, final prospectus relating thereto or in any amendment thereof amendments or supplement theretosupplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they are made; and will reimburse each such indemnified party selling Holder, such underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the liability of the Company to each selling Holder hereunder shall be limited to the gross proceeds (inet of underwriting discounts and commissions, if any) Mexico will received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement, provided, further that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that any such loss, claim, damage or liability it arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to Mexico expressly for use in connection with the Registration Statement or any such preliminary prospectus or final prospectus by the selling Holder, any of you specifically underwriter for inclusion therein and (ii) such indemnity them or controlling person with respect to any preliminary prospectus or the Prospectus them. This Section 8(a) shall not inure to the benefit of any indemnified party from whom the selling Holder with respect to any person asserting such loss, claimdamage, damage liability or liability purchased the Notes which are the subject thereof if such person did not receive action as a copy result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in Section 10 hereof) or selling in violation of Section 5(c) of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoSecurities Act.

Indemnification and Contribution. (a) Mexico agrees In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company shall indemnify and hold harmless each of youHolder, the directors, its officers, employees directors and agents affiliates, each underwriter of each of you Registrable Securities so offered and each person Person, if any, who controls each any of you the foregoing Persons within the meaning of either the Securities Act or the Exchange Act (“Holder Indemnitees”), from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, to which you, they or any of you or them may become subject subject, under the Act, the Exchange Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other Federal or state statutory law or regulation, at common law or otherwiseexpenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages damages, liabilities or liabilities (or actions in respect thereof) actions, shall arise out of, or should be based upon, any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered and relating to action taken or action or inaction required of the Company in connection with such offering, or shall arise out of, or shall be based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, registration statement (or in any preliminary prospectusor final prospectus included therein) relating to the offering and sale of such Registrable Securities, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable to any Holder Indemnitee in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made therein in reliance upon and in conformity with written information furnished to Mexico the Company in writing by any or on behalf of you such Holder specifically for inclusion therein and use in the preparation of the registration statement (ii) such indemnity with respect to or in any preliminary or final prospectus included therein), or the Prospectus any amendment thereof or supplement thereto. Such indemnity shall not inure to the benefit remain in full force and effect regardless of any indemnified party from whom investigation made by or on behalf of any Holder and shall survive the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale transfer of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)securities. This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Company may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoHolder Indemnitee.

Indemnification and Contribution. (ai) Mexico agrees In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Section 5, the Company will, to the extent permitted by law, indemnify and hold harmless the Subscriber, each of youthe officers, the directors, officersagents, employees affiliates, members, managers, control persons, and agents principal shareholders of the Subscriber, each underwriter of you such Registrable Securities thereunder and each person other person, if any, who controls each of you such Subscriber or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which youthe Subscriber, they or any of you such underwriter or them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities was registered under the Registration StatementSecurities Act pursuant to Section 5, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances when made, and will subject to the provisions of Section 5(e)(iii) reimburse the Subscriber, each such indemnified party underwriter and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Subscriber to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) Mexico will not be liable in any the Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person asserting the claim from which such case damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you such Subscriber in writing specifically for inclusion therein and (ii) use in such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue registration statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoprospectus.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 4.1 or 4.2 hereof, the Company will indemnify and hold harmless Investor, its directors and its officers (provided Investor is a seller of Registrable Securities thereunder), each underwriter of yousuch Registrable Securities thereunder, the directors, officers, employees and agents of each of you and each person other person, if any, who controls each of you Investor, its directors and its officers or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages damages, or liabilities, joint or several, to which youInvestor, they its directors and officers, such underwriter or any of you or them such person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which any shares of Registrable Securities were registered under the Registration StatementSecurities Act pursuant to Section 4.1, 4.2, or 4.3 hereof, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectusany amendment or supplement thereof, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Investor, its directors and officers, each such indemnified party underwriter and each such controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability liability, or action; providedPROVIDED, howeverHOWEVER, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by any of you an Investor, its directors and its officers, such underwriter and such controlling person in writing specifically for inclusion therein and (ii) use in such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue registration statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicoprospectus.

Indemnification and Contribution. (a) Mexico agrees to indemnify For purposes of this Exhibit A, unless the context otherwise requires, “Midtown” shall include Midtown, any affiliated entity, and hold harmless each of youtheir respective officers, the directors, officersemployees, employees partners and agents of each of you and each person who controls each of you controlling persons within the meaning of either the Act or federal securities laws and the Exchange Act successors, assigns, heirs and personal representatives of the foregoing persons (collectively, the “Indemnified Persons”). The Company shall indemnify, defend and hold Midtown harmless against any and all losses, claims, damages or damages, liabilities, joint or severalcosts and expenses (including, to which youwithout limitation, they or any of you or them may become subject under the Act, the Exchange Act legal or other Federal expenses incurred in connection with investigating, preparing to defend or state statutory law defending against any action, claim, suit or regulationproceeding, at common law whether commenced or otherwisethreatened and whether or not Midtown is a party thereto, insofar or in appearing or preparing for appearance as such lossesa witness), claimsbased upon, damages relating to or liabilities (or actions in respect thereof) arise arising out of or are based upon in connection with advice or services rendered or to be rendered pursuant to the Agreement, the transaction contemplated thereby or Midtown’s actions or inactions in connection with any untrue statement such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged untrue statement misstatement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the offering materials and (ii) any omission or alleged omission to state therein from any offering materials, including, without limitation of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading), and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case except to the extent that any such loss, claim, damage damage, liability, cost or liability arises out expense results solely from the gross negligence or bad faith of Midtown in performing the services which are the subject of the Agreement. If for any reason the foregoing indemnification is unavailable to Midtown or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished insufficient to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or hold it harmless, then the Prospectus Company shall not inure contribute to the benefit amount paid or payable by Midtown as a result of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased in such proportion as is appropriate to reflect the Notes which are relative benefits received by the subject thereof Company and its stockholders on the one hand and Midtown on the other hand, or, if such person did allocation is not receive a copy permitted by applicable law, not only such relative benefits but also the relative fault of the Prospectus Company and Midtown, as well as any relevant equitable considerations; provided, however, that, to the extent permitted by applicable law, Midtown shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received from the Company in connection with the engagement. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Relative benefits to Midtown, on the one hand, and the Company and its stockholders, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by the Company or its stockholders, as the case may be, pursuant to the potential transaction, whether or not consummated, contemplated by the engagement bears to (ii) all fees paid to Midtown by the Company in connection with the engagement. Midtown shall not have any liability to the Company in connection with the engagement, except to the extent of its gross negligence or willful misconduct. The Company also agrees to promptly upon demand reimburse Midtown for its legal and other expenses reasonably incurred by it in connection with investigating, preparing to defend, or defending any lawsuits, investigations, claims or other proceedings in connection with any matter referred to in or otherwise contemplated by the Agreement; provided, however, that in the event a final judicial determination is made to the effect that Midtown is not entitled to indemnification hereunder, Midtown will remit to the Company any amounts that have been so reimbursed. The Company shall not be liable for any settlement of any action, claim, suit or proceeding (or an amendment for any related losses, damages, liabilities, costs or supplement expenses) if such settlement is effectuated without its written consent, which shall not be unreasonably withheld. The Company further agrees that it will not settle or compromise or consent to the Prospectusentry of any judgment in any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not Midtown is a party therein) at or prior to unless the confirmation Company has obtained an unconditional release of Midtown, from all liability arising therefrom. The reimbursement, indemnity and contribution obligations of the sale of such Notes to such person Company set forth in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will this Agreement shall be in addition to any liability which Mexico the Company may otherwise havehave to Midtown. Mexico further agrees Any Indemnified Persons that are not signatories to indemnify and hold harmless each Agent against any requirement under the laws this Agreement shall be deemed to be third party beneficiaries of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.this Agreement. EXHIBIT B EXCLUDED TRANSACTIONS

Indemnification and Contribution. (a) Mexico agrees to The Company and the Trust, jointly and severally, shall indemnify and hold harmless each of youUnderwriter, the directors, officers, its officers and employees and agents of each of you and each person person, if any, who controls each of you any Underwriter within the meaning of either the Act or the Exchange Act Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which youthat Underwriter, they officer, employee or any of you or them controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, either of the Registration Statement, any preliminary prospectus, Statements or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, either of the Registration Statements or the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Underwriter and each such indemnified party officer, employee or controlling person promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Company and the Trust shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statements or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to Mexico the Company through the Representatives by any or on behalf of you such Underwriter specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such losstherein, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy information consists solely of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person information specified in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 8(e). This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Company or the Trust may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Underwriter or to any officer, employee or controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicothat Underwriter.

Indemnification and Contribution. (a) Mexico The Company agrees to (A) indemnify and hold harmless harm less each holder of youRegistrable Securities (including the Initial Purchaser which holds Registrable Securities, the directorsincluding Resale Securities, officersfor its own account) (each, employees and agents of each of you a "Resale Initial Purchaser") and each person person, if any, who controls each of you any such person within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee or agent of each such Person (each a "Holder Indemnified Party") against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become are subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulationAct, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof,) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement covering Registrable Securities held by such person or any Prospectus relating to any such Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretothereto and all documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will (B) reimburse each such indemnified party Holder Indemnified Party for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liabil ity or actionaction as such expenses are incurred; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or in any amendment thereof or sup plement thereto, in reliance upon and in conformity with written information furnished relating to Mexico such holder provided by such holder to the Company by any of you holder specifically for inclusion use therein and (ii) such collectively, the "Holder Information"); provided, further, however, that the indemnity obligations arising out of this Section 8 with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting holder or any controlling Person of such loss, claim, damage or liability purchased the Notes which are the subject thereof holder if such person did not receive holder failed to send or deliver to the Person asserting any such losses a copy of the final Prospectus (or an amendment or supplement to the Prospectus) at with or prior to the delivery of the written confirmation of the sale of the Registrable Securities or the Exchange Securities, as the case may be, and such Notes to such person in any case where such delivery is required by the Act and final Prospectus would have cured the untrue statement or omission of a material fact contained in giving rise to such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)losses. This indemnity agreement will be in addition to any liability which Mexico the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each Holder of youBonds or Exchange Bonds, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, Registration Rights Agreement ----------------------------- employees and agents of each of you such Holder and each person Person who controls each of you any such Holder within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary prospectus, Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico the Company by or on behalf of any of you such Holder specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)therein. This indemnity agreement will be in addition to any liability which Mexico the Company may otherwise have. Mexico further The Company also agrees to indemnify or contribute as provided in Section 6(d) hereof to Losses of any underwriter of Bonds or Exchange Bonds, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and hold harmless each Agent against any requirement under Person who controls such underwriter on substantially the laws of Mexico to pay any stamp or similar taxes in connection with any issuance same basis as that of the Notes to indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) hereof and shall, if requested by any selling Holder, enter into an underwriting agreement reflecting such Agent by Mexicoagreement, as provided in Section 4(p) hereof.

Indemnification and Contribution. (a) Mexico 8.1 The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Underwriters and each person person, if any, who controls each of you the Underwriters within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, amounts paid in settlement or liabilities, joint or several, to which you, they the Underwriters or any of you or them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, amounts paid in settlement or liabilities (or actions in respect thereof) arise out of or are based upon upon: (a) any breach of any representation or warranty of the Company contained in Section 1 of this Agreement; (b) any untrue statement or alleged untrue statement of a any material fact contained in (i) the registration statement originally filed with respect to the Shares or any amendment thereto, the Registration Statement, any preliminary prospectusPreliminary Prospectus or the Prospectus or any amendment or supplement thereto or (ii) any application or other document, or the Prospectus, or in any amendment thereof or supplement thereto, executed by the Company or arise out of or are based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "Application"); or (c) the omission or alleged omission to state therein in such registration statement or any amendment thereto, the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse reimburse, as incurred, the Underwriters and each such indemnified party controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them the Underwriters or such controlling persons in connection with investigating investigating, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability liability, action, investigation, litigation or actionproceeding; provided, however, provided however that (i) Mexico the Company will not be liable to the Underwriters or any controlling person of any Underwriter in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in (i) the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Application in reliance upon and in conformity with written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use therein and this indemnity is subject to the condition that, insofar as it relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a Preliminary Prospectus but eliminated or remedied in the Prospectus, it shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting the claim purchased the Shares (or to the benefit of any person who controls such Underwriter) if a copy of the Prospectus was not sent or given to such person at or prior to the time required by the Act and the Company has provided the Underwriter with such Prospectus by such time and the receipt of the Prospectus by such person would have constituted the sole defense to the claim asserted by such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company will not, without the prior written consent of the Underwriters, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Underwriter or person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Underwriters and each such controlling person from all liability arising out of such claim, action, suit or proceeding. 8.2 The Selling Shareholder agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 20 21 of the Exchange Act from and against any losses, claims, damages, amounts paid in settlement or liabilities, joint or several, to which the Underwriters or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, amounts paid in settlement or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any breach of any representation or warranty of the Selling Shareholder contained in Section 2 of this Agreement; (b) any untrue statement or alleged untrue statement of any material fact relating to the Selling Shareholder contained in (i) the registration statement originally filed with respect to the Shares or any amendment thereto, the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or (ii) any Application, executed by or based upon written information furnished by or on behalf of the Selling Shareholder; or (c) the omission or alleged omission to state in such registration statement or any amendment thereto, the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact relating to the Selling Shareholder required to be stated therein or necessary to make the statements therein not misleading; and will reimburse, as incurred, the Underwriters and each such controlling person for any legal or other expenses reasonably incurred by the Underwriters or such controlling persons in connection with any loss, claim, damage, liability, action, investigation, litigation or proceeding. This indemnity agreement will be in addition to any liability which the Selling Shareholder may otherwise have. The Selling Shareholder will not, without the prior written consent of the Underwriters, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Underwriter or person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Underwriters and each such controlling person from all liability arising out of such claim, action, suit or proceeding. Notwithstanding anything in this Section 8.2 to the contrary, the Selling Shareholder's obligations under this Section 8.2 shall not exceed the Proceeds to Selling Shareholder (as set forth on the cover page of the Prospectus) from the sale by the Selling Shareholder of its Firm Shares pursuant to this Agreement. 8.3 Each Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Selling Shareholder and the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities to which the Selling Shareholder, the Company or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application, or (b) the omission or the alleged omission to state therein a material fact required to be stated in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application, or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to Mexico the Company by any of you such Underwriter specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure use therein; and, subject to the benefit of limitation set forth immediately preceding this clause, will reimburse, as incurred, any indemnified party from whom legal or other expenses reasonably incurred by the Selling Shareholder, Company or any such director, officer or controlling person asserting in connection with investigating or defending any such loss, claim, damage damage, liability or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person any action in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)respect thereof. This indemnity agreement will be in addition to any liability which Mexico any Underwriter may otherwise have. Mexico further agrees 21 22 8.4 Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnify and hold harmless each Agent be made against the indemnifying party under this Section 8, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any requirement indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under the laws this Section 8 for any legal or other expenses, other than reasonable costs of Mexico to pay any stamp or similar taxes investigation, subsequently incurred by such indemnified party in connection with any issuance the defense thereof, unless (a) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence or (b) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the Notes indemnifying party. After such notice from the indemnifying party to such Agent indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by Mexicosuch indemnified party without the consent of the indemnifying party. 8.5 In circumstances in which the indemnity agreement provided for in the preceding sections of this Section 8 is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Shares or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof as well as other equitable considerations). The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (before deducting expenses) received by the Company and the Selling Shareholder bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Shareholder or the Underwriters, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances. The Company, the Selling Shareholder and the Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this Section 8.5. Notwithstanding any other provision of this Section 8.5, (i) the Selling Shareholder's obligations to make contributions hereunder shall be limited to an amount that does not exceed the Proceeds to Selling Shareholder (as set forth on the cover page of the Prospectus) from the sale of its Firm Shares pursuant to this Agreement, (ii) no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the total public offering price of the Shares 22 23 purchased by such Underwriter under this Agreement, less the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and (iii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8.5, each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act of Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company and each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company. 9.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of youUnderwriter, the directorstheir affiliates, officers, employees directors and agents of each of you officers and each person person, if any, who controls each of you any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them Underwriter may become subject subject, under the Securities Act, BC Securities Laws or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectusinformation deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, or if applicable, the Canadian Base Prospectus, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, the Canadian Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any amendment thereof materials or supplement theretoinformation provided to investors by, at the instruction of, the Company in connection with the marketing of the offering of the Common Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, with respect only to the Canadian Base Prospectus, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, the Canadian Final Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or Marketing Materials, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party the Underwriters for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Canadian Base Prospectus, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, the Canadian Final Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information provided in writing to the Company by the Underwriters through the Representatives specifically for use therein; it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in Section 6(f). To the extent that any reimbursement payment is so held to Mexico by any of you specifically for inclusion therein and (ii) have been improper, the Underwriters that received such indemnity with respect to any preliminary prospectus or the Prospectus payment shall not inure promptly return it to the benefit of any indemnified party from whom the person asserting or parties that made such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicopayment.

Indemnification and Contribution. (a) Mexico In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to indemnify and hold harmless each of youHolder, the its officers and directors, officers, employees and agents each underwriter of each of you Registrable Securities so offered and each person person, if any, who controls each any of you the foregoing persons within the meaning of either the Act or the Exchange Act Securities Act, from and against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, to which you, they or any of you or them may become subject subject, under the Act, the Exchange Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any reasonable legal or other Federal or state statutory law or regulation, at common law or otherwiseexpenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) shall arise out of of, or are shall be based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, registration statement (or in any preliminary or final prospectus included therein) or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company -------- ------- shall not be liable to a particular Holder in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Holder furnished to the Company in writing by or on behalf of such Holder and identified in such writing as being specifically for use in the preparation of the registration statement (or in any preliminary or final prospectus included therein) or any amendment or supplement thereto. Such indemnity shall remain in full force and affect regardless of any investigation made by or on behalf of a Holder and shall survive the transfer of such securities. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to each Holder, any of such Holder's directors or officers, underwriters of the Registrable Securities or any controlling person of the foregoing; provided, -------- further, that this indemnity does not apply in favor of any underwriter or ------- person controlling an underwriter (or if a Selling Holder offers Registrable Securities directly without an underwriter, the Selling Holder) with respect to any loss, liability, claim, damage or liability arises expense arising out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus if a copy of a final prospectus was not sent or given by or on behalf of an underwriter (or the Prospectus shall not inure Selling Holder, if the Selling Holder offered the Registrable Securities directly without an underwriter) to the benefit of any indemnified party from whom the person asserting such loss, claim, damage damage, liability or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) action at or prior to the written confirmation of the sale of such Notes to such person in any case where such delivery is the Registrable Securities as required by the Securities Act and the such untrue statement or omission of a material fact contained had been corrected in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicofinal prospectus.

Indemnification and Contribution. (a) Mexico agrees to To the extent permitted by law, the Buyer will indemnify and hold harmless each of youthe Stockholders, the their respective officers and directors, officers, employees and agents of each of you any underwriter (as defined in the Securities Act) and each person person, if any, who controls each of you such Stockholders or such underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or expressly incorporated by reference in the Registration Statementany such registration statement, including any preliminary prospectus, prospectus or the Prospectus, final prospectus contained therein or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingtherein, and will reimburse each of the Stockholders and their respective officers and directors and each such indemnified party underwriter or controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 14.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Buyer (iwhich consent shall not be unreasonably withheld or delayed) Mexico will not nor shall the Buyer be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in connection with such registration statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to Mexico by any of you specifically expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes use in connection with such registration by the Stockholders or any issuance of person controlling the Notes to Stockholders or by any such Agent underwriter selected by Mexicothe Stockholders, or any person controlling such underwriter.

Indemnification and Contribution. (a) Mexico agrees to The Company shall indemnify and hold harmless each of you, the directors, officers, employees Initial Purchaser from and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which you, they or any of you or them such Initial Purchaser may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Final Memorandum (as amended or supplemented) or any preliminary prospectus, Preliminary Memorandum (as amended or the Prospectus, supplemented) or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Final Memorandum (as amended or supplemented) or any Preliminary Memorandum (as amended or supplemented) a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will shall reimburse each such indemnified party Initial Purchaser promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them such Initial Purchaser in connection with investigating investigating, preparing to defend or defending against any such loss, claim, damage, liability or action, as such expenses are incurred; provided, however, that (i) Mexico will the Company shall not be liable under this Section 7(a) in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Memorandum (as amended or supplemented) or the 38 38 Final Memorandum (as amended or supplemented) in reliance upon and in conformity with written information furnished to Mexico the Company by any of you Initial Purchaser specifically for inclusion therein therein; and (ii) such indemnity with respect provided further that as to any preliminary prospectus or the Prospectus Preliminary Memorandum this indemnity agreement shall not inure to the benefit of any indemnified party Initial Purchaser on account of any loss, claim, damage, liability or action arising from whom the sale of Securities to any person asserting by that Initial Purchaser if such loss, claim, damage damage, liability or liability purchased action is a result of the Notes which are fact that both (i) to the subject thereof if such person did not receive extent required by applicable law, a copy of the Prospectus (Final Memorandum, as the same may be amended or an amendment supplemented, was not sent or supplement given to the Prospectus) such person at or prior to the written confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act Securities and (ii) the untrue statement or omission alleged untrue statement of a material fact contained or omission or alleged omission to state a material fact in such preliminary prospectus or Prospectus Preliminary Memorandum was corrected in the Prospectus (or an amendment or supplement to Final Memorandum, unless such failure resulted from non-compliance by the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection Company with any issuance of the Notes to such Agent by MexicoSection 5(a) herein.

Indemnification and Contribution. (a) Mexico agrees In the event of any registration of any Registrable Securities hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each of youthe United Parties, the directors, their respective directors and officers, employees each other person who participates as an underwriter in the offering or sale of such securities, each officer and agents director of each of you underwriter, and each person other person, if any, who controls each of you the United Parties or any such underwriter within the meaning of either the Act or the Exchange Securities Act against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which you, they or any of you or them such person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any preliminary prospectusprospectus or final prospectus included therein or filed under Rule 424(b) under the Securities Act, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such indemnified party person for any legal or any other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, provided that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information expressly furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required Company by the Act and the untrue statement United Parties or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes underwriter for use in connection with the preparation thereof. Such indemnity shall remain in full force and effect regardless of any issuance investigation made by or on behalf of the Notes United Parties or any such underwriter and shall survive the transfer of such securities by the United Parties. The Company also shall agree to provide provision for contribution as shall be reasonably requested by any underwriters in circumstances where such Agent by Mexicoindemnity is held unenforceable.

Indemnification and Contribution. (a) Mexico agrees In connection with any Shelf Registration Statement, the Trust and the Company, jointly and severally, agree to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you Electing Holder and each person who controls each of you any such Electing Holder within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary prospectus, prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company and the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico the Company by or on behalf any of you such Electing Holder specifically for inclusion therein and (ii) such indemnity and, provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or prospectus, the Prospectus indemnity agreement contained in this subsection (a) shall not inure to the benefit of any indemnified party Electing Holder or person who controls any such Electing Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Electing Holder under the Act in connection with such purchase and any such loss, claim, damage or liability purchased of such Electing Holder results from the Notes which are the subject thereof if fact that there was not sent or given to such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) person, at or prior to the written confirmation of the sale of such Notes Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission person, a copy of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement if the Company has previously furnished such quantity of copies thereof to the Prospectus)such Electing Holder. This indemnity agreement will be in addition to any liability which Mexico the Company or the Trust may otherwise have. Mexico further agrees The Trust and the Company, jointly and severally, also agree to indemnify and hold harmless each Agent against or contribute to Losses (as defined below) of, as provided in Section 5(d), any requirement underwriters of Securities registered under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance Shelf Registration Statement, their officers, directors, employees and agents and each person who controls such underwriters on substantially the same basis as that of the Notes to indemnification of the Electing Holders provided in this Section 5(a) and shall, if requested by any Electing Holder, enter into an underwriting agreement reflecting such Agent by Mexicoagreement, as provided in Section 3(o) and Section 6 hereof.

Indemnification and Contribution. (a) Mexico agrees to UCAR will indemnify and hold harmless each Underwriter and each Selling Stockholder and each of you, the directors, their respective officers, employees and agents of each of you directors (as applicable) and each person who controls each of you such Underwriter or Selling Stockholder within the meaning of either the Act or (collectively, for the Exchange Act purposes of this Section 7(a), the "Indemnified Persons") against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Indemnified Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or or, actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any preliminary prospectus, the Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (or, in the Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such indemnified party Indemnified Person for any legal or other expenses, as incurred, expenses reasonably incurred by them such Indemnified Person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico UCAR will not be liable in any such case to any Indemnified Person to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Excluded Information or Stockholder Information; provided further, however, that as to any preliminary prospectus this Section 7(a) shall not inure to the benefit of any Underwriter on account of any loss, claim, damage, liability or action from the sale of the Offered Securities to any person by an Underwriter if that Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person if required under the Act, and the untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus, unless, in either case, such failure to deliver the Prospectus (or an amendment or supplement to the Prospectuswas a result of noncompliance by UCAR with Section 5(a)(iii). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 3, the Company shall, and hereby does, indemnify and hold harmless harmless, to the full extent permitted by law, each seller of youRegistrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, and their respective directors, officers, employees partners, members and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act agents, against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses whatsoever, as incurred, joint or several, to which you, they such seller or underwriter or any of you such director, officer, partner, member, agent or them controlling person may become subject under the ActSecurities Act or otherwise including, without limitation, the Exchange Act reasonable fees and expenses paid in reasonable settlement of any litigation, or other Federal any investigation or state statutory law proceeding by any government agency or regulationbody, at common law commenced or otherwisethreatened, or of any claim whatsoever, incurred in investigating, preparing or defending against any litigation or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of legal counsel (including those incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration StatementSecurities Act pursuant to Section 3, any preliminary prospectus, summary prospectus or the Prospectusfinal prospectus contained therein, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleadingmisleading or arise out of any violation or alleged violation by the Company of any Federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with such registration statement, and will shall pay or reimburse each such indemnified party seller or underwriter and each such director, officer, partner, member and controlling Person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished by any such seller or underwriter and each such director, officer, partner, member and controlling Person as the case may be, in writing specifically for use in such registration statement, prospectus, amendment or supplement, and provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of such Person's failure to send or is based upon any such give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the written confirmation of the sale of such Notes Registrable Securities to such person in any case where Person if such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, partner, member, agent or controlling person and shall survive the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws transfer of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent securities by Mexicosuch seller.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless (i) each of you, the directors, officers, employees and agents of each of you Initial Purchaser/Placement Agent and each person Holder, (ii) each person, if any, who controls each of you an Initial Purchaser/Placement Agent or a Holder within the meaning of either the Securities Act or the Exchange Act and (iii) the respective officers, directors, partners, employees, representatives and agents of each Initial Purchaser/Placement Agent and each Holder or any person who controls any of the foregoing (each person referred to in clause (i), (ii) or (iii) are referred to collectively as the "Indemnified Parties''), from and against any and all losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, judgments, expenses, liabilities or actions relating to purchases and sales of the Securities) to which you, they or any of you or them each Indemnified Party may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, judgments, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, Statement or Prospectus including any preliminary prospectus, or the Prospectusdocument incorporated by reference therein, or in any amendment thereof or supplement theretothereto or in any preliminary Prospectus relating to such Registration Statement, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction in respect thereof; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus relating to such Registration Statement in reliance upon and in conformity with written information pertaining to such Holder or furnished to Mexico the Company by or on behalf of such Holder or any of you participating underwriter specifically for inclusion therein and (ii) such indemnity with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or Prospectus relating to such Registration Statement, the Prospectus indemnity agreement contained in this subsection (a) shall not inure to the benefit of any indemnified party Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Shares or Additional Shares concerned, to the extent that a prospectus relating to such Shares or Additional Shares was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability purchased results from the Notes which are the subject thereof if fact that there was not sent or given to such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) person, at or prior to the written confirmation of the sale of such Notes Shares or Additional Shares to such person person, a copy of the final Prospectus if the Company had previously furnished copies thereof to such Holder, and (iii) in the case of a Suspension Event, the Company shall not be liable for any case where such loss, claim, damage or liability resulting from a sale of Shares or Additional Shares by any Holder occurring prior to delivery is required by the Act and the untrue statement or omission Company of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This End of Suspension Notice; provided, further, however, that this indemnity agreement will be in addition to any liability which Mexico the Company may otherwise havehave to such Indemnified Party. Mexico further agrees to The Company shall also indemnify underwriters, their officers and hold harmless directors and each Agent against any requirement under person who controls such underwriters within the laws of Mexico to pay any stamp or similar taxes in connection with any issuance meaning of the Notes Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders if requested by such Agent by MexicoHolders.

Indemnification and Contribution. (a) Mexico agrees to indemnify For purposes of this Exhibit A, unless the context otherwise requires, “Midtown” shall include Midtown, any affiliated entity, and hold harmless each of youtheir respective officers, the directors, officersemployees, employees partners and agents of each of you and each person who controls each of you controlling persons within the meaning of either the Act or federal securities laws and the Exchange Act successors, assigns, heirs and personal representatives of the foregoing persons (collectively, the “Indemnified Persons”). The Company shall indemnify, defend and hold Midtown harmless against any and all losses, claims, damages or damages, liabilities, joint or severalcosts and expenses (including, to which youwithout limitation, they or any of you or them may become subject under the Act, the Exchange Act legal or other Federal expenses incurred in connection with investigating, preparing to defend or state statutory law defending against any action, claim, suit or regulationproceeding, at common law whether commenced or otherwisethreatened and whether or not Midtown is a party thereto, insofar or in appearing or preparing for appearance as such lossesa witness), claimsbased upon, damages relating to or liabilities (or actions in respect thereof) arise arising out of or are based upon in connection with advice or services rendered or to be rendered pursuant to the Agreement, the transaction contemplated thereby or Midtown’s actions or inactions in connection with any untrue statement such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged untrue statement misstatement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the offering materials and (ii) any omission or alleged omission to state therein from any offering materials, including, without limitation of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading), and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case except to the extent that any such loss, claim, damage damage, liability, cost or liability arises out expense results solely from the gross negligence or bad faith of Midtown in performing the services which are the subject of the Agreement. If for any reason the foregoing indemnification is unavailable to Midtown or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished insufficient to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or hold it harmless, then the Prospectus Company shall not inure contribute to the benefit amount paid or payable by Midtown as a result of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased in such proportion as is appropriate to reflect the Notes which are relative benefits received by the subject thereof Company and its stockholders on the one hand and Midtown on the other hand, or, if such person did allocation is not receive a copy permitted by applicable law, not only such relative benefits but also the relative fault of the Prospectus Company and Midtown, as well as any relevant equitable considerations; provided, however, that, to the extent permitted by applicable law, Midtown shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received from the Company in connection with the engagement. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Relative benefits to Midtown, on the one hand, and the Company and its stockholders, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by the Company or its stockholders, as the case may be, pursuant to the potential transaction, whether or not consummated, contemplated by the engagement bears to (ii) all fees paid to Midtown by the Company in connection with the engagement. Midtown shall not have any liability to the Company in connection with the engagement, except to the extent of its gross negligence or willful misconduct. The Company also agrees to promptly upon demand reimburse Midtown for its legal and other expenses reasonably incurred by it in connection with investigating, preparing to defend, or defending any lawsuits, investigations, claims or other proceedings in connection with any matter referred to in or otherwise contemplated by the Agreement; provided, however, that in the event a final judicial determination is made to the effect that Midtown is not entitled to indemnification hereunder, Midtown will remit to the Company any amounts that have been so reimbursed. The Company shall not be liable for any settlement of any action, claim, suit or proceeding (or an amendment for any related losses, damages, liabilities, costs or supplement expenses) if such settlement is effectuated without its written consent, which shall not be unreasonably withheld. The Company further agrees that it will not settle or compromise or consent to the Prospectusentry of any judgment in any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not Midtown is a party therein) at or prior to unless the confirmation Company has obtained an unconditional release of Midtown, from all liability arising therefrom. The reimbursement, indemnity and contribution obligations of the sale of such Notes to such person Company set forth in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will this Agreement shall be in addition to any liability which Mexico the Company may otherwise havehave to Midtown. Mexico further agrees Any Indemnified Persons that are not signatories to indemnify this Agreement shall be deemed to be third party beneficiaries of this Agreement. EXHIBIT B Midtown Partners & Co., LLC 0000 Xxxx Xxxxxxxxx Xxxxxx Tampa, FL 33624 Phone: 000.000.0000 ♦ Fax: 000.000.0000 August 5, 2009 CONFIDENTIAL Generex Biotechnology Corporation 00 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX X0X 0X0 XXXXXX Attention: Xxxx X. Xxxxxxxx, Executive Vice-President Xxxx X. Xxxxx, Chief Financial Officer Re: Amendment to Letter Agreement dated June 8, 2009 Dear Sirs: Reference is hereby made to a letter agreement by and hold harmless each Agent against any requirement under between Midtown Partners & Co., LLC (“Midtown”) and Generex Biotechnology Corporation (“Generex”, collectively the laws of Mexico “Parties”) dated June 8, 2009 (the “Agreement”). The Parties hereby agree to pay any stamp or similar taxes extend the Term, as defined in connection with any issuance Section 5 of the Notes Agreement, through September 30, 2009. If the foregoing correctly sets forth our understanding with respect to such Agent the proposed amendment to the Agreement, please so confirm by Mexicosigning and returning one copy of this letter. MIDTOWN PARTNERS & CO., LLC By: /s/ Xxxxx Xxxxxx Date: _____________________ Xxxxx Xxxxxx, President GENEREX BIOTECHNOLOGY CORPORATION By: /s/ Xxxx X. Xxxxxxx Date: August 5, 2009 Xxxx X. Xxxxxxx, President & CEO By: /s/ Xxxx X. Xxxxx Date: August 5, 2009 Xxxx X. Xxxxx, Chief Financial Officer

Indemnification and Contribution. (a) Mexico agrees to The Initial Issuers will jointly and severally indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act Initial Purchaser against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Initial Purchaser may become subject subject, under the Act, Securities Act or the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectusOffering Circular, or the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party Initial Purchaser for any legal or other expenses, as incurred, expenses reasonably incurred by them such Initial Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico -------- ------- neither Initial Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to Mexico the Initial Issuers by any of you Initial Purchaser through CSFBC specifically for inclusion therein use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (iib) such below; and provided further, that the -------- ------- foregoing indemnity with respect to any the preliminary prospectus or the Prospectus offering circular shall not inure to the benefit of any indemnified party Initial Purchaser from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement Notes, to the Prospectus) extent that any such losses, claims, damages or liabilities of such Initial Purchaser result from a fact that such Initial Purchaser sold Notes to a person in an initial resale to whom there was not sent or given at or prior to the written confirmation of the sale of such Notes, a copy of the final offering circular (as amended and supplemented), if the Initial Issuers had previously furnished such amendments or supplements to such Initial Purchaser prior to confirmation of the sale of such Notes to such person in any case where by such delivery is required by the Act Initial Purchaser and the losses, claims, damages or liabilities of such Initial Purchaser result from an untrue statement or omission of a material fact contained in such the preliminary prospectus or Prospectus offering circular, which was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicofinal offering circular.

Indemnification and Contribution. (a) Mexico agrees to The Company shall indemnify and hold harmless each of youHolder, the directors, such Holder’s directors and officers, employees and agents of each of you and each person who participates in the offering of such Registrable Securities, including underwriters (as defined in the Securities Act), and each person, if any, who controls each of you such Holder or participating person within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of a any material fact contained in such registration statement on the Registration Statement, effective date thereof (including any preliminary prospectus, prospectus filed under Rule 424 under the Securities Act or the Prospectus, any amendments or in any amendment thereof or supplement supplements thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each such indemnified party Holder, such Holder’s directors and officers, such participating person or controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (ithe indemnity agreement contained in this Section 8(a) Mexico will shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); provided, further, that the Company shall not be liable to any Holder, such Holder’s directors and officers, participating person or controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in connection with such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to Mexico by any of you specifically expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes use in connection with such registration by any issuance such Holder, such Holder’s directors and officers, participating person or controlling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder, such Holder’s directors and officers, participating person or controlling person, and shall survive the Notes to transfer of such Agent securities by Mexicosuch Holder.

Indemnification and Contribution. (a) Mexico agrees to The Company shall indemnify and hold harmless each of youthe Holder, the directors, Holder's directors and officers, employees and agents of each of you and each person who participates in the offering of such Registrable Securities, including underwriters (as defined in the Securities Act), and each person, if any, who controls each of you the Holder or participating person within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of a any material fact contained in such registration statement on the Registration Statement, effective date thereof (including any preliminary prospectus, prospectus filed under Rule 424 under the Securities Act or the Prospectus, any amendments or in any amendment thereof or supplement supplements thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each the Holder, the Holder's directors and officers, such indemnified party participating person or controlling person for any legal or other expenses, as incurred, expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the indemnity agreement contained in this Section 8 shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Company; provided, further, that the Company shall not be liable to the Holder, the Holder's directors and officers, participating person or controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in connection with such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to Mexico by any of you specifically expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes use in connection with any issuance of such registration by the Notes to such Agent by MexicoHolder, the Holder's directors and officers, participating person or controlling person.

Indemnification and Contribution. 28. 29 (a) Mexico The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the Act or the Exchange Act Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Underwriter may become subject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or other Federal otherwise, specifically including, without limitation, losses, claims, damages or state statutory law or regulation, at common law or otherwiseliabilities related to negligence on the part of any Underwriter, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any representation, warranty, agreement or covenant of the Company herein contained or any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectusPreliminary Prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, ; and will agrees to reimburse each such indemnified party Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further, that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, charges, liabilities or litigation based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus was corrected has not been sent or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes given to such person in any case where such delivery is within the time required by the Act and the untrue statement or omission Rules and Regulations thereunder, unless such failure is the result of a material fact contained noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in such preliminary prospectus or Prospectus was corrected in this Section 8(a) shall extend upon the Prospectus (or an amendment or supplement same terms and conditions to, and shall inure to the Prospectus)benefit of each person, if any, who controls any Underwriter within the meaning of the Act. This indemnity agreement will shall be in addition to any liability liabilities which Mexico the Company may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees The Company and each Selling Stockholder that is an officer of the Company, jointly and severally, agree to indemnify and hold harmless each of youUnderwriter and its affiliates, the directors, officers, employees directors and agents of each of you officers and each person person, if any, who controls each of you such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulationotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company and/or such Selling Stockholders, at common law or otherwiseas the case may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any preliminary prospectussubsequent time pursuant to Rules 430A and 430(C) of the Rules and Regulations, or if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not neither the Company nor any Selling Stockholder shall be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to Mexico the Company by you, or by any of you Underwriter through you, specifically for inclusion therein use in the preparation thereof; and further provided, however, that in no event shall any such Selling Stockholder be liable under the provisions of this Section 6 for any amount in excess of the lesser of (i) the aggregate liability under this Section 6 multiplied by a fraction, (A) the numerator of which is the aggregate amount of proceeds such Selling Stockholder received from the sale of the Securities pursuant to this Agreement, and (B) the denominator of which is the aggregate amount of proceeds the Company and all Selling Stockholders received from the sale of the Securities pursuant to this Agreement, and (ii) the aggregate amount of proceeds such Selling Stockholder received from the sale of the Securities pursuant to this Agreement. The foregoing indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of the Underwriters or any indemnified party from whom their affiliates, directors and officers and each person, if any, who controls such Underwriter within the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy meaning of Section 15 of the Prospectus (Act or an amendment or supplement to the Prospectus) at or prior to the confirmation Section 20 of the sale Exchange Act with respect to any losses, claims, damages or liabilities arising from the claim of such Notes a particular purchaser relating to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained if, (i) prior to the Time of Sale the Company shall have notified the Underwriters through the Representatives in writing in accordance with Section 11 hereof that the Preliminary Prospectus or any other part of the Time of Sale Disclosure Package contains such preliminary prospectus untrue statement of material fact or Prospectus omits to state therein a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in the Prospectus (or an amendment or supplement to the ProspectusTime of Sale Disclosure Package and such amendment or supplement was provided to the Underwriters prior to the Time of Sale, and (iii) the information contained in such corrected Time of Sale Disclosure Package was not conveyed to such purchaser at or prior to the Time of Sale. In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s and/or the Selling Stockholder’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the Company, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by U.S. Bank (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement will shall be in addition to any liability liabilities which Mexico the Company or the Selling Stockholders may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees Upon the registration of the Registrable Shares pursuant to Section 2 or 3 of this Agreement, the Company will indemnify and hold harmless the Licensors and each Underwriter, selling agent or other securities professional, if any, that facilitates the disposition of the Registrable Shares, and each of you, the directors, officers, employees their respective officers and agents of each of you directors and each person Person who controls each of you the Licensors, such Underwriter, selling agent or other securities professional within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an "Indemnified Person"), against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares are to be registered under the Registration Statement, any preliminary prospectusSecurities Act, or any Prospectus contained therein or furnished by the ProspectusCompany to any Indemnified Person, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any legal or other expenses, as incurred, documented expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as promptly as practicable after such expenses are incurred; provided, however, that (i) Mexico the Company will not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you specifically such Indemnified Person or its agent(s) expressly for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or use therein; provided further, however, that the Prospectus shall Company will not inure be liable to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) the use of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired, or (ii) the use of any Prospectus after such time as the Company has advised the Licensors in writing that a supplement thereto or a post-effective amendment to the Registration Statement is required; and provided further, however, that the Company will not be liable to any Indemnified Person to the extent that any loss, claim, damage, liability purchased the Notes which are the subject thereof if (or action or proceeding in respect thereof) or expense arises out of such person did not receive Indemnified Person's failure to send or give a copy of the Prospectus (or an amendment final prospectus or supplement to the Prospectus) Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of such Notes the Registrable Shares to such person in any case where Person if such delivery is required by the Act and the untrue statement or omission of a material fact contained was timely corrected in such preliminary final prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexicosupplement.

Indemnification and Contribution. (a) Mexico A.__ The Depositor agrees to indemnify and hold harmless each of youUnderwriter, the directors, officers, employees each Underwriter's respective officers and agents of each of you directors and each person person, if any, who controls each of you such Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which you, they such Underwriter or any of you or them such controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and will shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses, as incurred, expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico will the Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to Mexico the Depositor by any or on behalf of you such Underwriter through the Representative, specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)therein. This The foregoing indemnity agreement will be is in addition to any liability which Mexico the Depositor may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws Underwriter or any such officer or director or any controlling person of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoUnderwriter.

Indemnification and Contribution. (a) Mexico agrees to The Issuer and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of youAgent, the directors, officers, employees its directors and agents of each of you officers and each person person, if any, who controls each of you such Agent within the meaning of either Section 15 of the Act or the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them such Agent may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement theretothereto (including the Pricing Supplement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party Agent for any legal or other expenses, as incurred, expenses reasonably incurred by them such Agent in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico neither the Issuer nor the Guarantors will not be liable to any Agent, its directors and officers and each person, if any, who controls such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any of such documents in reliance upon and in conformity with written information furnished to Mexico the Issuer by any of you such Agent specifically for inclusion therein and (ii) use therein, unless such indemnity with respect to any preliminary prospectus loss, claim, damage or liability arises out of the Prospectus offer or sale of Securities occurring after the Agent has notified the Issuer in writing that such information should no longer be used therein. The foregoing indemnification shall not inure to the benefit of any indemnified party Agent (or any of its directors or officers, or any person controlling such Agent) from or through whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the Notes which are Securities concerned, to the subject thereof if such person did not receive a copy of extent that the Prospectus (or an amendment or supplement relating to such Securities was required to be delivered by such Agent under the Prospectus) Act in connection with such purchase and was not so delivered at or prior to the written confirmation of the sale of such Notes Securities to such person in any case person, and where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or the Prospectus was corrected in the Prospectus (or an amendment or supplement to if the Prospectus). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance Issuer had previously furnished copies of the Notes Prospectus as so amended or supplemented (exclusive of material incorporated by reference in the Registration Statement) to such Agent by Mexicoin sufficient time for such Agent to deliver the Prospectus as so amended or supplemented prior to the consummation of such purchase.

Indemnification and Contribution. (a) Mexico The Company agrees to indemnify and hold harmless each of youthe Underwriter, the directorsits affiliates, officers, employees directors and agents of each of you officers and each person person, if any, who controls each of you the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them the Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any preliminary prospectusother information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, or if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party the Underwriter for any legal or other expenses, as incurred, expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) Mexico the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to Mexico the Company by any of you specifically for inclusion therein use in the preparation thereof; it being understood and (ii) such indemnity with respect to any preliminary prospectus or agreed that the Prospectus shall not inure to only information furnished by the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy Underwriter consists of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of information described as such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the ProspectusSection 6(g). This indemnity agreement will be in addition to any liability which Mexico may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.

Indemnification and Contribution. (a) Mexico agrees In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the Company will indemnify and hold harmless each of youthe Purchaser, the directors, and its officers, employees and agents of each of you directors and each person other person, if any, who controls each of you the Purchaser within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which youthe Purchaser, they or any of you or them such persons may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration StatementSecurities Act pursuant to Section 9, any preliminary prospectusprospectus or final prospectus contained therein, or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Purchaser, and each such indemnified party person for any reasonable legal or other expenses, as incurred, reasonably expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to Mexico by the Purchaser or any of you such person in writing specifically for inclusion therein use in any such document. (b) In the event of a registration of the Registrable Securities under the Securities Act pursuant to Section 9, the Purchaser will indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (iior actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such indemnity with respect Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the Prospectus shall omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not inure misleading, and will reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Purchaser will be liable in any such case if and only to the benefit of extent that any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy arises out of the Prospectus (or is based upon an amendment untrue statement or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the alleged untrue statement or omission of a material fact contained or alleged omission so made in such preliminary prospectus or Prospectus was corrected conformity with information furnished in the Prospectus (or an amendment or supplement writing to the Prospectus)Company by the Purchaser specifically for use in any such document. This indemnity agreement will (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in addition writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which Mexico it may otherwise havehave to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. Mexico further agrees to indemnify and hold harmless each Agent In case any such action shall be brought against any requirement indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under the laws of Mexico to pay this Section 9.6(c) for any stamp or similar taxes legal expenses subsequently incurred by such indemnified party in connection with the defense thereof; if the indemnified party retains its own counsel, then the indemnified party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either (i) the Purchaser, or any controlling person of the Purchaser, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Purchaser or controlling person of the Purchaser in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Purchaser is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Purchaser will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 10. OFFERING RESTRICTIONSERROR! REFERENCE SOURCE NOT FOUND.. Right of First Refusal. ERROR! REFERENCE SOURCE NOT FOUND. Offering RestrictionsExcept as previously disclosed in the SEC Reports or in the Exchange Act Filings, or stock or stock options granted to employees or directors of the Company; or equity or debt issued in connection with an acquisition of a business or assets by the Company; or the issuance by the Company of stock in connection with the establishment of a joint venture partnership or licensing arrangement (these exceptions hereinafter referred to as the "EXCEPTED ISSUANCES"), the Company will not issue any securities with a variable/floating conversion feature which are or could be (by conversion or registration) free-trading securities (i.e. common stock subject to a registration statement) prior to the full repayment or conversion of the Note; provided, however, that nothing in the foregoing shall prohibit the issuance of securities exempt from registration and freely tradeable pursuant to Rule 144 of the Securities Act. In addition, if the Company issues any shares of Common Stock or securities convertible into shares of Common Stock at a discount to the market price of the Common Stock, or with a conversion price that is at a discount to the market price, the Company will not grant demand registration rights, and will only grant piggy back registration rights upon the issuance of the Notes to Common Stock or upon the conversion of such Agent by Mexicosecurities into shares of Common Stock, as the case may be. 11.

Indemnification and Contribution. (a) Mexico agrees to indemnify For purposes of this Exhibit A, unless the context otherwise requires, “Placement Agents” shall include Xxxxx Capital Solutions, Inc., Axiom Capital Management, Inc. any affiliated entity, and hold harmless each of youtheir respective officers, the directors, officersemployees, employees partners and agents of each of you and each person who controls each of you controlling persons within the meaning of either the Act or federal securities laws and the Exchange Act successors, assigns, heirs and personal representatives of the foregoing persons (collectively, the “Indemnified Persons”); The Company shall indemnify, defend and hold the Placement Agents harmless against any and all losses, claims, damages or damages, liabilities, joint or severalcosts and expenses (including, to which youwithout limitation, they or any of you or them may become subject under the Act, the Exchange Act legal or other Federal expenses incurred in connection with investigating, preparing to defend or state statutory law defending against any action, claim, suit or regulationproceeding, at common law whether commenced or otherwisethreatened against the Placement Agents, insofar or in appearing or preparing for appearance as such lossesa witness), claimsbased upon, damages relating to or liabilities (or actions in respect thereof) arise arising out of or are based upon in connection with advice or services rendered or to be rendered pursuant to the Agreement, the transaction contemplated thereby or the Placement Agents’ actions or inactions in connection with any untrue statement such advice, services or transaction (including, but not limited to, any liability arising out of (i) any misstatement or alleged untrue statement misstatement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the offering materials and (ii) any omission or alleged omission to state therein from any offering materials, including, without limitation of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading), and will reimburse each such indemnified party for any legal or other expenses, as incurred, reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico will not be liable in any such case except to the extent that any such loss, claim, damage damage, liability, cost or liability arises out expense results solely from the negligence, bad faith, unauthorized actions or willful misconduct of or the Placement Agents in performing the services which are the subject of the Agreement. If for any reason the foregoing indemnification is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico by any of you specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure unavailable to the benefit Placement Agents or insufficient to hold them harmless, then the Company shall contribute to the amount paid or payable by the Placement Agents as a result of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased in such proportion as is appropriate to reflect the Notes which are relative benefits received by the subject thereof Company and its stockholders on the one hand and the Placement Agents on the other hand, or, if such person did allocation is not receive a copy permitted by applicable law, not only such relative benefits but also the relative fault of the Prospectus Company and the Placement Agents, as well as any relevant equitable considerations. No person guilty of fraudulent misrepresentation (as such term has been interpreted under Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Relative benefits to the Placement Agents, on the one hand, and the Company and its stockholders, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value paid or received by the Company or its stockholders, as the case may be, pursuant to the transaction, bears to (ii) all fees paid to the Placement Agents by the Company in connection with the engagement, the Placement Agents shall not have any liability to the Company in connection with the engagement, except to the extent of its negligence, bad faith actions, unauthorized actions, its willful misconduct or any other legitimate breach of this Agreement. The Company also agrees to promptly upon demand reimburse the Placement Agents for their legal and other expenses reasonably incurred by them in connection with investigating, preparing to defend, or defending any lawsuits, investigations, claims or other proceedings in connection with any matter referred to in or otherwise contemplated by the Agreement; provided, however, that in the event a final judicial determination is made to the effect that the Placement Agents were not entitled to indemnification hereunder, the Placement Agents will immediately remit to the Company any amounts that have been so reimbursed. The Company shall not be liable for any settlement of any action, claim, suit or proceeding (or an amendment for any related losses, damages, liabilities, costs or supplement expenses) if such settlement is effectuated without its written consent, which shall not be unreasonably withheld. The Company further agrees that it will not settle or compromise or consent to the Prospectus) at entry of any judgment in any pending or prior to threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder unless the confirmation Company has obtained an unconditional release of the sale Placement Agents, from all liability arising therefrom. The reimbursement, indemnity and contribution obligations of such Notes to such person the Company set forth in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus). This indemnity agreement will this Agreement shall be in addition to any liability which Mexico the Company may otherwise have. Mexico further agrees have to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by MexicoPlacement Agents.

Indemnification and Contribution. (a) Mexico agrees The Company and the Controlling Shareholder, severally but not jointly, agree to indemnify and hold harmless each of youUnderwriter, the directors, officers, employees and agents of each of you Underwriter and each person who controls each of you any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the ADR Registration StatementStatement as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectusprospectus supplement relating to the Securities, or the Final Prospectus, any Issuer Free Writing Prospectus, Road Show Script, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses, as incurred, expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) Mexico the liability of the Controlling Shareholder pursuant to this Section 8(a) shall be limited to an amount equal to the product of (x) the number of ADSs sold by the Controlling Shareholder in the offering contemplated hereunder and (y) the net offering price per ADS (net of underwriting discount and commissions but before expenses), and (ii) the Company and the Controlling Shareholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Mexico the Company by or on behalf of any of you Underwriter through the Representatives specifically for inclusion therein and (ii) such indemnity with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any indemnified party from whom the person asserting such loss, claim, damage or liability purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or an amendment or supplement to the Prospectus) at or prior to the confirmation of the sale of such Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus or Prospectus was corrected in the Prospectus (or an amendment or supplement to the Prospectus)therein. This indemnity agreement will be in addition to any liability which Mexico that the Company or the Controlling Shareholder may otherwise have. Mexico further agrees to indemnify and hold harmless each Agent against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes to such Agent by Mexico.