Common use of Note Guarantees Clause in Contracts

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesSubject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantorseverally, unconditionally and on a senior basis guarantees to each Holder authenticated and delivered by the TrusteeTrustee (or the Authenticating Agent), to the Trustee and its successors and assigns (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (to the extent permitted by law) and all other obligations of the Obligations Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Obligationsor any performance so guaranteed for whatever reason, the “Guaranteed Obligations”)Guarantors will be jointly and severally obligated to pay the same immediately. Each Note Guarantor further agrees that its Note Guarantee herein constitutes this is a guarantee of payment when due (and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce any remedy hereunder or thereunder, any waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. (c) If any Holder, the Trustee is required by any court or otherwise to return to or for the benefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Until terminated in accordance with Section 10.06, each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor also agrees to pay, in addition to the amounts stated in Section 10.1(f), pay any and all costs and expenses (including reasonable counsel attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesSection 10.01. (f) The obligations Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of each Note Guarantor hereunder shall not creditors or should a receiver or trustee be subject to appointed for all or any reduction, limitation, impairment or termination for any reason (other than payment significant part of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromiseIssuer’s assets, and shall not be subject shall, to any defense of setoffthe fullest extent permitted by law, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, of principal of is rescinded, reduced, restored or interest on any of returned, the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashNotes shall, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the fullest extent not prohibited permitted by law); provided, that be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any delay by provision of any Guarantee shall be invalid, illegal or unenforceable, the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees thatvalidity, as between such Note Guarantor, on the one handlegality, and the Holders, on the other hand: (i) the maturity enforceability of the Obligations guaranteed hereby may remaining provisions shall not in any way be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction affected or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guaranteeimpaired thereby.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI hereof for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Subject to the provisions of this Article 10, each Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations principal of, premium, if any, Additional Interest, if any, and interest on the Notes and all other obligations of the Company under this Indenture (including under Section 7.07) and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such guaranteed Obligations, proceeding) (all the foregoing being hereinafter collectively called the “Guaranteed Guarantor Obligations”). Each Note Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guarantor Obligation. (b) Each Guarantor waives (to the extent lawful) presentation to, demand of, and protest to the Company of any of the Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. (c) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees waives any right to pay, in addition require that any resort be had by any Holder to any security held for payment of the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note GuaranteeGuarantor Obligations. (bd) In no event Except as set forth in Section 10.02 and Article 8, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Trustee or the Holders be obligated to take any actionGuarantor Obligations in full), obtain any judgment or file including any claim prior to enforcing of waiver, release, surrender, alteration or exercising any rights under any Note Guarantee. compromise, and shall not (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by law: reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Guarantor Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; ; (xiiivi) any change in the ownership of the Issuer; Company; (xivvii) any change default, failure or delay, willful or otherwise, in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any performance of the obligations of the Issuer under this Indenture Guarantor Obligations; or the Notes or of any Note Guarantor under its Note Guarantee; and (xviviii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note any Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (de) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwisesuch Guarantor is released from its Note Guarantee in compliance with Section 5.01, Section 10.02, Section 11.01 or Article 8. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, premium, if any, or interest or Additional Interest, if any, on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (if) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of: of (i) the unpaid amount of such Guarantor Obligations then due and owing; and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jg) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: , (i) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby; and and (ii) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this such Guarantor’s Note Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.01. (i) Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Note Guarantee.

Note Guarantees. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) Each Note Guarantor hereby fully the principal of (and unconditionally guaranteespremium, as primary obligor if any) and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and interest on the Trustee, the Notes will be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations (such guaranteed Obligations, automatic stay under Section 362(a) of the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, Federal Bankruptcy Code to the extent permitted by law: (i) ), together with interest on the overdue principal, if any, and interest on any claim as overdue interest, to the legalityextent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other agreement; (ii) circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any claim right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to the lack of authority any Note except by complete performance of the Issuer obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to execute or deliver the terms and conditions set forth in this Indenture, directly against each of the Notes Subsidiary Guarantors to enforce such Subsidiary Guarantor's Note Guarantee without first proceeding against the Company or any other agreement; (iii) diligenceSubsidiary Guarantor. Each Subsidiary Guarantor agrees that if, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) after the occurrence and during the continuance of any Default or an Event of Default under this IndentureDefault, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder of the Holders are prevented by applicable law from exercising their respective rights to assert any claim or demand accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy against with respect to the Issuer or any other Person under this IndentureNotes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may amount that would otherwise have been due and payable had such rights and remedies been permitted to be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had exercised by the Trustee or any Holder to any such collateral; (xii) the failure of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Holder to exercise any right or remedy against any other Note Subsidiary Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting any custodian, trustee, liquidator or other similar official acting in relation to amend, vary, reduce either the Company or otherwise affectany Subsidiary Guarantor, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right them to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against such Holder, the Note Guarantee of each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashSubsidiary Guarantors, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due extent theretofore discharged, shall be reinstated in full force and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) effect. Each Note Subsidiary Guarantor further agrees that, as between such Note each Subsidiary Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article Five hereof for the purposes of its the Note Guarantee hereinof such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Subsidiary Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Subsidiary Guarantor.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyhereby, jointly and severally with each other Note Guarantorseverally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of the Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Section 6.02 for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Section 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Subject to the limitations set forth in Schedule 10.1, each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 4.12 hereof hereby fully and unconditionally guaranteesirrevocably Guarantees (collectively, the “Note Guarantees”), as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, on a senior unsecured basis to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Obligations Issuers under this Indenture and the Notes, whether for payment of principal of, premium, or interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (such guaranteed Obligationsii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Any such Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any Notes held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by If any Note Guarantor makes payments under its Note Guarantee, each Note Guarantor hereunder shall not must contribute its share of such payments. Each Note Guarantor’s share of such payment will be affected by computed based on the absence proportion that the net worth of judicial request of payment by a Holder the relevant Note Guarantor represents relative to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 aggregate net worth of all the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesGuarantors combined. (f) The [Reserved]. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 4.12, 4.13, 8.01(b), 10.02, Schedule 10.1 and the terms of any Note Guarantee Supplement, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwiseotherwise unless such Note Guarantee has been released in accordance with this Indenture. (i) In Subject to the limitations set forth in Schedule 10.1, in furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and the Notes, (ii) accrued and unpaid interest on the Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, that ) and any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeAdditional Amounts. (j) Each Note Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 10.01. (k) Each Note GuaranteeGuarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (l) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably require to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesSubject to this Article 10, each of the Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantorseverally, unconditionally and on a senior basis guarantees to each Holder authenticated and delivered by the TrusteeTrustee (or the Authenticating Agent), to the Trustee and its successors and assigns (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (to the extent permitted by law) and all other obligations of the Obligations Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Obligationsor any performance so guaranteed for whatever reason, the “Guaranteed Obligations”)Guarantors will be jointly and severally obligated to pay the same immediately. Each Note Guarantor further agrees that its Note Guarantee herein constitutes this is a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further hereby agrees that its Note Guarantee constitutes an absolute obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce any remedy hereunder or thereunder, any waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all the Obligations of the Issuer hereunder and unconditional and continuing guaranteeunder the Notes). Each Note Guarantor hereby waives, to the fullest extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation topresentment, demand of payment from and protest to payment, filing of claims with a court in the Issuer event of any insolvency or bankruptcy of the Obligations Issuer, any right to require a proceeding first against the Issuer, protest, notice and notice all demands whatsoever and covenants that this Note Guarantee will not be discharged except by complete performance of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, obligations contained in the Notes and this Indenture or any other agreement; (v) notice of any Default or Event of Default under this Indenture, by release in accordance with the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Subject to this Article X, each Guarantor hereby jointly and severally, fully and unconditionally guaranteesguarantees the Notes and obligations of the Company hereunder and thereunder, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Section 6.2 hereof for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Section 6.2 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI hereof for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Subject to the provisions of this Section 10, each Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly on a joint and severally with each other Note Guarantorseveral basis, to each Holder of the Notes and the Trustee, Trustee the full due and punctual payment of the principal of (and premium, if any) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes), if any, on the Notes, when dueand as the same shall become due and payable, whether at maturityStated Maturity, by upon redemption, upon acceleration, by redemption upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company with respect to the Notes to any Holder or the Trustee hereunder or thereunder. Each Guarantor agrees that the Guarantor Obligations (will rank equally in right of payment with other Indebtedness of such guaranteed Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations, in which case the “Guaranteed Obligations”)obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees will rank junior in right of payment to such claims. (b) To evidence its Note Guarantee set forth in this Section 10.01, each Guarantor hereby agrees that this Indenture (or a supplement thereto, substantially in the form attached as Exhibit F hereto) and, in the case of additional Guarantors added pursuant to Section 9.01(i) hereof, a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto shall be executed on behalf of such Guarantor by an Officer of such Guarantor. (c) Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. (d) If an Officer whose signature is on this Indenture (or a supplement thereto) or any notation of Guarantee no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee of such Note shall be valid nevertheless. (e) Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Section 10.01 notwithstanding any extension or renewal of any Guarantor Obligation. (f) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guarantor Obligations. (g) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by the Trustee or any Holder to any such collateral;security held for payment of the Guarantor Obligations. (xiih) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change Except as set forth in the ownership of the Issuer; (xiv) any change in the lawsSection 10.04, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Guarantor Obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreementagreement or otherwise; (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise; (c) any waiver rescission, waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations, Guarantor Obligations or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note any Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hi) Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 5.01 or Section 8.01 hereof. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ij) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of: of (i) the unpaid amount of such Guarantor Obligations then due and owing; and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor whether or not a claim for postfiling or post-petition interest is allowed in such proceeding); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jk) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: , (ix) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby; and hereby and (iiy) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note Guarantee. (l) Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.01.

Note Guarantees. (a) Each Subject to the limitations set forth in Schedule 10.1, each Guarantor hereof hereby irrevocably Guarantees (collectively, the “Note Guarantor hereby fully and unconditionally guaranteesGuarantees”), as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, on a senior unsecured basis to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Obligations Issuers under this Indenture and the Notes, whether for payment of principal of, premium, or interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (such guaranteed Obligationsii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for payment obligations resulting from a Change of Control Triggering Event, fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Any such Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any Notes held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by If any Note Guarantor makes payments under its Note Guarantee, each Note Guarantor hereunder shall not must contribute its share of such payments. Each Note Guarantor’s share of such payment will be affected by computed based on the absence proportion that the net worth of judicial request of payment by a Holder the relevant Note Guarantor represents relative to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 aggregate net worth of all the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesGuarantors combined. (f) The Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b) and 10.02 the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwiseotherwise unless such Note Guarantee has been released in accordance with this Indenture. (ih) In Subject to the limitations set forth in Schedule 10.1, in furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and the Notes, (ii) accrued and unpaid interest on the Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, that ) and any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeAdditional Amounts. (ji) Each Note Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 10.01. (j) Each Note GuaranteeGuarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (k) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably require to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Issuers under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 12 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) . Each Guarantor waives notice of any Default default under the Securities or Event the Guaranteed Obligations. The obligations of Default under this Indenture, the Notes or any other agreement; each Guarantor hereunder shall not be affected by (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Notes Securities or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes Securities or any other agreement; ; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Guaranteed Obligations or any Holder to any such collateral; Guarantor; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the lawssuch Guarantor, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full12.02(b). (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as primary obligor applicable, unconditionally guarantee, on a joint and not merely as surety, jointly and severally with each other Note Guarantor, several basis to each Holder and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and punctual payment when dueAdditional Amounts, whether at maturityif any, by accelerationon, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the monetary obligations of the Issuer under this Indenture or and the Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension or renewal of any Note Guarantor Obligation. All payments under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuarantee will be made in U.S. dollars. (db) Each The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors further expressly waives irrevocably and unconditionally: hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Note Guarantee (i) Any including, for the avoidance of doubt, any right it which a Guarantor may have to first require any Holder to proceed against, initiate any actions before a court the seizure and sale of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Person (including amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita Indebtedness evidenced thereby and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexicoall demands whatsoever, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each covenant that their Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if including ‎‎Section 10.04. If at any time paymentany payment of principal of, premium, if any, interest, if any, or any part thereofAdditional Amounts, of principal of or interest if any, on any of the Obligations such Note is rescinded or must be otherwise be restored by any Holder or returned upon the insolvency, bankruptcy or reorganization of the Issuer Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or otherwisereturns as though such payment had become due but had not been made at such times. (ic) In furtherance of the foregoing The Guarantors also agree to pay any and not in limitation of any other right which all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay enforcing any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations rights under its Note Guaranteethis ‎‎Section 10.01. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as primary obligor applicable, unconditionally guarantee, on a joint and not merely as surety, jointly and severally with each other Note Guarantor, several basis to each Holder and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and punctual payment when dueAdditional Amounts, whether at maturityif any, by accelerationon, by redemption or otherwise, and all other monetary obligations of the Obligations Issuer under this Indenture and the Notes (such guaranteed Obligationsincluding obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor The Guarantors further agrees agree that its the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Note Guarantee herein constitutes will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a guarantee legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment when due with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Note Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and not a guarantee sale of collection) and agrees the assets of the Issuer to paysatisfy the outstanding principal of, in addition interest on or any other amount payable under each Note prior to the amounts stated in Section 10.1(frecourse against such Guarantor or its assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever, and each covenant that their Note Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable counsel fees and expensesattorneys’ fees) incurred by the Trustee or the Holders any Holder in enforcing or exercising any rights under any Note Guaranteethis Section 10.01. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, provided that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesAny Guarantor, as primary obligor and not merely as surety, hereby unconditionally and irrevocably guarantees, jointly and severally with each other Note Guarantorseverally, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligations Issuer under this Indenture and the Notes and (such guaranteed Obligations, b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (via) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viib) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inheld by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 5.01, any collateral securing this Indenture change in the ownership of such Guarantor. (c) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and the Notes compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral; (xii) the failure security held for payment of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuaranteed Obligations. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (je) Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and Guaranteed Obligations, and (iiy) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection. (f) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor on a joint and not merely as surety, jointly and severally with each other Note Guarantorseveral basis, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Seventh Supplemental Indenture) and to the TrusteeTrustee and its successors and assigns, (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of all monetary obligations of the Obligations Company under the Indenture (such guaranteed Obligations, including obligations to the “Guaranteed Obligations”)Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee obligations hereunder shall be unconditional, irrespective of payment when due the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (and not a guarantee of collection) and agrees to pay, in addition except to the amounts stated in Section 10.1(f), extent such judgment is paid) or any and all expenses (including reasonable counsel fees and expenses) incurred by waiver or amendment of the Trustee provisions of the Indenture or the Holders Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of such Guarantor (except that such waiver or amendment shall be effective in enforcing or exercising any rights under any Note Guaranteeaccordance with its terms). (b) In no event shall the Trustee or the Holders be obligated to take any actionEach Guarantor further agrees that its Guarantee constitutes a guarantee of payment, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guaranteeperformance and compliance and not merely of collection. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation waive presentment to, demand of payment from and protest to the Issuer Company of any its Guarantee, and also waives diligence, notice of the Obligations and acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes filing of claims with a court in the event of merger or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure bankruptcy of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes Company and any right to require that a proceeding first against the Company or any resort other Person. The obligations of a Guarantor shall not be had affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or the other Guarantor to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change Securities in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, enforcing any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor their respective rights under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations Any term or provision of each Note Guarantor hereunder this Seventh Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that can be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under hereby guaranteed without rendering this Seventh Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay as it relates to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the one hand, and the Holders, on the other hand: (i) the maturity rights of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guaranteecreditors generally.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesthat executes this Indenture or a supplemental indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby fully, unconditionally and irrevocably guarantees on a senior unsecured basis, jointly and severally with each other Note Guarantorseverally, to each Holder of the Notes of each series and to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes of each such series when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Obligations Issuer under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes of each such guaranteed Obligations, series (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guaranteeGuaranteed Obligation. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes of any series or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (via) the failure of any Holder, the Trustee or any Holder Agents to assert any claim or demand or to enforce any right or remedy against the Issuer Issuer, any other Guarantor or any other Person under this Indenture, the Notes of any series or any other agreement; agreement or otherwise; (viib) any extension or renewal of any obligation of the Obligations, this Indenture, Issuer under the Notes Indenture or any other agreement; Note, by operation of law or otherwise; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; ; or (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inexcept as set forth in Section 10.05, any collateral securing this Indenture change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and the Notes compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or any Holder Agents to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwiseGuaranteed Obligations. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) . Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the Holders, the Trustee and the Agents, on the other hand: , (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and Guaranteed Obligations, and (iiy) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor on a joint and not merely as surety, jointly and severally with each other Note Guarantorseveral basis, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Fourth Supplemental Indenture) and to the TrusteeTrustee and its successors and assigns, (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of all monetary obligations of the Obligations Company under the Indenture (such guaranteed Obligations, including obligations to the “Guaranteed Obligations”)Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee obligations hereunder shall be unconditional, irrespective of payment when due the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (and not a guarantee of collection) and agrees to pay, in addition except to the amounts stated in Section 10.1(f), extent such judgment is paid) or any and all expenses (including reasonable counsel fees and expenses) incurred by waiver or amendment of the Trustee provisions of the Indenture or the Holders Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of such Guarantor (except that such waiver or amendment shall be effective in enforcing or exercising any rights under any Note Guaranteeaccordance with its terms). (b) In no event shall the Trustee or the Holders be obligated to take any actionEach Guarantor further agrees that its Guarantee constitutes a guarantee of payment, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guaranteeperformance and compliance and not merely of collection. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation waive presentment to, demand of payment from and protest to the Issuer Company of any its Guarantee, and also waives diligence, notice of the Obligations and acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes filing of claims with a court in the event of merger or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure bankruptcy of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes Company and any right to require that a proceeding first against the Company or any resort other Person. The obligations of a Guarantor shall not be had affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Securities of any series. (d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing the Company or the other Guarantor to make such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any such Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change Securities in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, enforcing any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor their respective rights under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations Any term or provision of each Note Guarantor hereunder this Fourth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that can be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under hereby guaranteed without rendering this Fourth Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay as it relates to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the one hand, and the Holders, on the other hand: (i) the maturity rights of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guaranteecreditors generally.

Note Guarantees. (a) Each Note Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder of the Securities and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations principal of, premium, if any, and interest on the Securities and all other monetary obligations of the Company under this Indenture (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Note Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such guaranteed Obligations, proceeding) (all the foregoing being hereinafter collectively called the “Guaranteed Guarantor Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation. Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guarantor Obligations. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee Guarantee of payment when due (and not a guarantee Guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicableGuarantor Obligations. Except as set forth under Section 10.2, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Guarantor Obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes Securities, the other Securities Documents or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, the other Securities Documents or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereofHolder to exercise any right or remedy against any other Note Guarantor, or (f) any change in the ownership of the Company; (g) by any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in . Subject to the provisions of Section 10.23.13, the obligations of each Note Guarantor hereunder agrees that its Note Guarantee herein shall not be subject to any reduction, limitation, impairment remain in full force and effect until payment in full of all the Guarantor Obligations or termination for any reason other than payment such Note Guarantor is released from its Note Guarantee upon the merger or the sale of all the Capital Stock or assets of the Obligations Note Guarantor in full. (h) compliance with Section 10.2. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (i) . In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: of (i) the unpaid amount of such Guarantor Obligations then due and owing; and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law); provided) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, that any delay by reorganization or like proceeding relating to the Trustee in giving such written demand shall in no event affect Company or any Note Guarantor’s obligations under its Note Guarantee. (j) Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: , (ix) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby; and hereby and (iiy) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee. Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Note Guarantees. (a) Each Note Guarantor hereby The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as primary obligor applicable, unconditionally guarantee, on a joint and not merely as surety, jointly and severally with each other Note Guarantor, several basis to each Holder and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and punctual payment when dueAdditional Amounts, whether at maturityif any, by accelerationon, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the monetary obligations of the Issuer under this Indenture or and the Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Note Guarantor Obligation. All payments under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuarantee will be made in U.S. dollars. (db) Each The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors further expressly waives irrevocably and unconditionally: hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Note Guarantee (i) Any including, for the avoidance of doubt, any right it which a Guarantor may have to first require any Holder to proceed against, initiate any actions before a court the seizure and sale of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Person (including amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita Indebtedness evidenced thereby and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexicoall demands whatsoever, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each covenant that their Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in including Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if 10.04. If at any time paymentany payment of principal of, premium, if any, interest, if any, or any part thereofAdditional Amounts, of principal of or interest if any, on any of the Obligations such Note is rescinded or must be otherwise be restored by any Holder or returned upon the insolvency, bankruptcy or reorganization of the Issuer Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or otherwisereturns as though such payment had become due but had not been made at such times. (ic) In furtherance of the foregoing The Guarantors also agree to pay any and not in limitation of any other right which all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay enforcing any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations rights under its Note Guaranteethis Section 10.01. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesAny Subsidiary Guarantor, as primary obligor and not merely as surety, hereby unconditionally and irrevocably guarantees, jointly and severally with each other Note Guarantorseverally, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligations Company under the Indenture and the Notes and (such guaranteed Obligations, b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article X notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Subsidiary Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Subsidiary Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (via) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this the Indenture, the Notes or any other agreement; agreement or otherwise; (viib) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes or any other agreement; ; (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inheld by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 10.06, any collateral securing this Indenture change in the ownership of such Subsidiary Guarantor. (c) Each Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and the Notes compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral; (xii) the failure security held for payment of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuaranteed Obligations. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (je) Each Note Subsidiary Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its such Subsidiary Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and Guaranteed Obligations, and (iiy) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Subsidiary Guarantor for the purposes of this Note GuaranteeSection. (f) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Issuer under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Notes, whether for payment of principal of, or interest on, the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article XII notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligations. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) . Each Note Guarantor waives notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; ; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture held by the Collateral Agent for the benefit of the Holders and the Notes and any right to require that any resort be had by Trustee for the Trustee Guaranteed Obligations or any Holder to any such collateral; Note Guarantor; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor Guarantor, except in each case as a matter of law or equityprovided in Section 12.02(b). (dc) Each of Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed againstGuarantors, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from such that such Note Guarantor’s obligations would be less than the Issuer or any other Person (including any full amount claimed. Each Note Guarantor or hereby waives any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or used and depleted as payment of the Issuer’s or the such Note Guarantors’ Guarantor’s obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Issuer be sued prior to an action being initiated against such Note Guarantors;Guarantor. (ivd) To the extent applicableEach Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, the benefits performance and compliance when due (and not a guarantee of orden, excusión, división, quita collection) and espera and waives any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and to require that any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof resort be had by the Collateral Agent on behalf of the Código Civil Federal of Mexico, Holders and the Código Civil of each State Trustee to any security held for payment of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such any Note Guarantor as a matter of law or equity. (gf) Except as provided in Section 10.2, the obligations of each Each Note Guarantor hereunder agrees that its Note Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason other than remain in full force and effect until payment in full of all the Obligations in full. (h) Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law); provided, that any delay by ) and (iii) all other monetary obligations of the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeIssuer to the Holders and the Trustee. (jh) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 12.01. (i) Each Note GuaranteeGuarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor Restricted Subsidiary hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note GuarantorRestricted Subsidiary, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor Restricted Subsidiary further agrees (to the extent permitted by law) that its Note Guarantee herein constitutes a guarantee the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article XI notwithstanding any extension or renewal of payment when due (and not a guarantee of collection) and any Obligation. Each Restricted Subsidiary hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, Restricted Subsidiary waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Restricted Subsidiary waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Obligations. The obligations of each Restricted Subsidiary hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; Restricted Subsidiary; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityCompany. (dc) Each of the Note Guarantors further Restricted Subsidiary expressly waives waives, irrevocably and unconditionally: (i) Any any right it may have to first require the Trustee or any Holder to first proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer Company or any other Person (including any Note Guarantor or any other guarantor of the Notes) person, before claiming any amounts due from it under this Indentureany Restricted Subsidiary hereunder; (ii) Any any right to which it may be entitled to have the assets of the Issuer Company or any other Person (including any Note Guarantor or any other guarantor of the Notes) person first be used, applied or depleted as payment of the IssuerCompany’s or the Note GuarantorsRestricted Subsidiaries’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors Restricted Subsidiary hereunder; (iii) Any any right to which it may be entitled to have claims hereunder against it, or assets to be used or applied as payment, divided between the Note Guarantors;among different Restricted Subsidiaries; and (iv) To the extent applicable, the benefits of orden, excusión, divisióndivision, quita and espera and any right specified in articles Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 28392829, 2840, 2845, 2846, 2847 and any other related or applicable articles Articles that are not explicitly set forth herein because of Note Guarantorthe Company’s and each Restricted Subsidiary’s knowledge thereof of the Código Civil Federal of Mexicothereof, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesMexico. (fd) Each Restricted Subsidiary further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (e) The obligations of each Note Guarantor Restricted Subsidiary hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor Restricted Subsidiary herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor Restricted Subsidiary or would otherwise operate as a discharge of such Note Guarantor Restricted Subsidiary as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hf) Each Note Guarantor Restricted Subsidiary further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor Restricted Subsidiary by virtue hereof, upon the failure of the Issuer Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor Restricted Subsidiary hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jh) Each Note Guarantor Restricted Subsidiary further agrees that, as between such Note GuarantorRestricted Subsidiary, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor such Restricted Subsidiary for the purposes of this its Note Guarantee. (i) Each Note Guarantee is, to the extent and in the manner set forth in Article XII, subordinated and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of such Note Guarantor and is made subject to such provisions of this Indenture.

Note Guarantees. (a) Each Note New Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer under the Notes and the Indenture, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee under the Notes and the Indenture shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each Note Guarantor further agrees that its Note Guarantee herein constitutes of the guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each New Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Notes or the Holders be obligated Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a New Guarantor or Guarantor. (c) Each New Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the guarantee of such New Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note or as provided for in this Supplemental Indenture. Each of the New Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in the Indenture, directly against each of the New Guarantors to enforce such New Guarantor’s guarantee without first proceeding against the Company or any other New Guarantor further or Guarantor. Each New Guarantor agrees that its Note Guarantee constitutes if, after the occurrence and during the continuance of an absolute Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such New Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and unconditional payable had such rights and continuing guarantee. Each Note remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any New Guarantor hereby waivesor Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any New Guarantor or Guarantor, any amount paid by any of them to the Trustee or such Holder, the guarantee of each of the New Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note New Guarantor further agrees that, as between such Note each New Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Article VI of the Indenture for the purposes of its Note Guarantee hereinthe guarantee of such New Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article VI of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each New Guarantor for the purposes purpose of this Note Guaranteethe guarantee of such New Guarantor.

Note Guarantees. (a) Each Note Guarantor hereby The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as primary obligor applicable, unconditionally guarantee, on a joint and not merely as surety, jointly and severally with each other Note Guarantor, several basis to each Holder and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and punctual payment when dueAdditional Amounts, whether at maturityif any, by accelerationon, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the monetary obligations of the Issuer under this Indenture or and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Note Guarantor Obligation. All payments under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuarantee will be made in U.S. dollars. (db) Each The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors further expressly waives irrevocably and unconditionally: hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Note Guarantee (i) Any including, for the avoidance of doubt, any right it which a Guarantor may have to first require any Holder to proceed against, initiate any actions before a court the seizure and sale of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Person (including amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita Indebtedness evidenced thereby and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexicoall demands whatsoever, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each covenant that their Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in including Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if 10.04. If at any time paymentany payment of principal of, premium, if any, interest, if any, or any part thereofAdditional Amounts, of principal of or interest if any, on any of the Obligations such Note is rescinded or must be otherwise be restored by any Holder or returned upon the insolvency, bankruptcy or reorganization of the Issuer Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or otherwisereturns as though such payment had become due but had not been made at such times. (ic) In furtherance of the foregoing The Guarantors also agree to pay any and not in limitation of any other right which all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay enforcing any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations rights under its Note Guaranteethis Section 10.01. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor Restricted Subsidiary hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note GuarantorRestricted Subsidiary, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor Restricted Subsidiary further agrees (to the extent permitted by law) that its Note Guarantee herein constitutes a guarantee the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of payment when due (and not a guarantee of collection) and any Obligation. Each Restricted Subsidiary hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, Restricted Subsidiary waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Restricted Subsidiary waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Obligations. The obligations of each Restricted Subsidiary hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; Restricted Subsidiary; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityCompany. (dc) Each of the Note Guarantors further Restricted Subsidiary expressly waives waives, irrevocably and unconditionally: (i) Any any right it may have to first require the Trustee or any Holder to first proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer Company or any other Person (including any Note Guarantor or any other guarantor of the Notes) person, before claiming any amounts due from it under this Indentureany Restricted Subsidiary hereunder; (ii) Any any right to which it may be entitled to have the assets of the Issuer Company or any other Person (including any Note Guarantor or any other guarantor of the Notes) person first be used, applied or depleted as payment of the IssuerCompany’s or the Note GuarantorsRestricted Subsidiaries’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors Restricted Subsidiary hereunder; (iii) Any any right to which it may be entitled to have claims hereunder against it, or assets to be used or applied as payment, divided between the Note Guarantors;among different Restricted Subsidiaries; and (iv) To the extent applicable, the benefits of orden, excusión, divisióndivision, quita and espera and any right specified in articles Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 28392829, 2840, 2845, 2846, 2847 and any other related or applicable articles Articles that are not explicitly set forth herein because of Note Guarantorthe Company’s and each Restricted Subsidiary’s knowledge thereof of the Código Civil Federal of Mexicothereof, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesMexico. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) The Company will cause any Person that shall become a Material Domestic Subsidiary concurrently to become a Note Guarantor and to grant a Note Guarantee of the Company’s obligations under this Indenture and the Notes by executing a supplemental indenture substantially in the form of Exhibit F and providing the Trustee with an Officers’ Certificate and Opinion of Counsel; provided, however, that each Note Guarantor will be automatically and unconditionally released and discharged from its obligations under such Note Guarantee only in accordance with Section 10.2. (b) Each Note Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that its the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and Guarantor hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Note Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; ; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityCompany. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of the Note Guarantors further expressly payment when due (and not a guarantee of collection) and waives irrevocably and unconditionally: (i) Any any right it may have to first require that any resort be had by any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoObligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hf) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jh) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this its Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Company under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Notes, whether for payment of principal of, or interest on, the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article XII notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligations. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) . Each Note Guarantor waives notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; ; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture held by the Collateral Agent for the benefit of the Holders and the Notes and any right to require that any resort be had by Trustee for the Trustee Guaranteed Obligations or any Holder to any such collateral; Note Guarantor; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor Guarantor, except in each case as a matter of law or equityprovided in Section 12.02(b). (dc) Each of Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed againstGuarantors, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from such that such Note Guarantor’s obligations would be less than the Issuer or any other Person (including any full amount claimed. Each Note Guarantor or hereby waives any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) Company first be used, applied or used and depleted as payment of the IssuerCompany’s or the such Note Guarantors’ Guarantor’s obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Company be sued prior to an action being initiated against such Note Guarantors;Guarantor. (ivd) To the extent applicableEach Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, the benefits performance and compliance when due (and not a guarantee of orden, excusión, división, quita collection) and espera and waives any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and to require that any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof resort be had by the Collateral Agent on behalf of the Código Civil Federal of Mexico, Holders and the Código Civil of each State Trustee to any security held for payment of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such any Note Guarantor as a matter of law or equity. (gf) Except as provided in Section 10.2, the obligations of each Each Note Guarantor hereunder agrees that its Note Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason other than remain in full force and effect until payment in full of all the Obligations in full. (h) Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law); provided, that any delay by ) and (iii) all other monetary obligations of the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeCompany to the Holders and the Trustee. (jh) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 12.01. (i) Each Note GuaranteeGuarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any, and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees of the Guarantors shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Company, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such ObligationsObligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Issuers under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 12 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) . Each Guarantor waives notice of any Default default under the Securities or Event the Guaranteed Obligations. The obligations of Default under this Indenture, the Notes or any other agreement; each Guarantor hereunder shall not be affected by (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Notes Securities or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes Securities or any other agreement; ; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Guaranteed Obligations or any Holder to any such collateral; Guarantor; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change such Guarantor, except as provided in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equitySection 12.02(b). (dc) Each of the Note Guarantors further expressly Guarantor hereby waives irrevocably and unconditionally: (i) Any any right to which it may be entitled to have to first require its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) Issuers first be used, applied or used and depleted as payment of the IssuerIssuers’ or such Guarantor’s or the Note Guarantors’ obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Note Guarantors;Issuers be sued prior to an action being initiated against such Guarantor. (ivd) To the extent applicableEach Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, the benefits performance and compliance when due (and not a guarantee of orden, excusión, división, quita collection) and espera and waives any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and to require that any other related resort be had by any Holder or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof the Trustee to any security held for payment of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles.[omitted] (f) The Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note any Guarantor or would otherwise operate as a discharge of such Note any Guarantor as a matter of law or equity. (g) Except as provided Each Guarantor agrees that its Note Guarantee shall remain in Section 10.2, full force and effect until payment in full of all the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. (ih) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by applicable law); provided, that any delay by ) and (iii) all other monetary obligations of the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeIssuers to the Holders and the Trustee. (ji) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection 12.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. (k) Each Guarantor may, and upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally irrevocably and unconditionally guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Issuers under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Notes, whether for payment of principal of, interest on or Additional Interest, if any, in respect of the “Notes and all other monetary obligations of the Issuers under this Indenture and the Notes, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the "Guaranteed Obligations”"). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 11 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Guaranteed Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; ; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change such Guarantor, except as provided in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equitySection 11.03. (dc) Each of the Note Guarantors further expressly Guarantor hereby waives irrevocably and unconditionally: (i) Any any right to which it may be entitled to have to first require its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) Issuers first be used, applied or used and depleted as payment of the Issuer’s Issuers' or the Note Guarantors’ such Guarantor's obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Note Guarantors;Issuers be sued prior to an action being initiated against such Guarantor. (ivd) To the extent applicable, the benefits Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of orden, excusión, división, quita payment when due (and espera not a guarantee of collection) and waives any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and to require that any other related resort be had by any Holder or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof the Trustee to any security held for payment of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by Except as expressly set forth in Sections 8.01(b), 11.02, 11.03 and 11.07, the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note any Guarantor or would otherwise operate as a discharge of such Note any Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hf) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid amount of such Guaranteed Obligations then due and owing; and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jh) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection 11.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. Section 10.01 Guarantee. (a) Each Note Guarantor hereby fully and unconditionally guaranteesSubject to this Article 10, as primary obligor and not merely as suretyeach of the Guarantors hereby, jointly and severally with each other Note Guarantorseverally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture or the Notes as against either of the Issuers or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, premium, if any, on, and interest and Additional Interest, if any, on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest and Additional Interest, if any, on, the Notes, if lawful, and all other obligations of the Obligations Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Obligationsor any performance so guaranteed for whatever reason, the “Guaranteed Obligations”)Guarantors will be jointly and severally obligated to pay the same immediately. Each Note Guarantor further agrees that its Note Guarantee herein constitutes this is a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim this Indenture as to the lack of authority against either of the Issuer to execute or deliver this IndentureIssuers, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other agreement; (iii) circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentation topresentment, demand of payment from and protest to payment, filing of claims with a court in the Issuer event of any insolvency or bankruptcy of either of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this IndentureIssuers, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any resort be had Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the lawsHolder, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay , to do any other act or thing which may or might the extent theretofore discharged, will be reinstated in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityfull force and effect. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right Guarantor agrees that it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may will not be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified of subrogation in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, relation to the Holders an amount equal to the sum of: (i) the unpaid amount in respect of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee obligations guaranteed hereby until payment in giving such written demand shall in no event affect any Note Guarantor’s full of all obligations under its Note Guarantee. (j) guaranteed hereby. Each Note Guarantor further agrees that, as between such Note Guarantorthe Guarantors, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 hereof for the purposes of its this Note Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (ii2) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantor Guarantors for the purposes purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations hereunder (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that such Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any such Obligation. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all reasonable out-of-pocket expenses (including reasonable out-of-pocket counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture or the Notes; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture or the Notes; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (v) any change in the ownership of the Issuer. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations security held for payment of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityGuaranteed Obligations. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, Indenture or the Notes or any other agreementNotes, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (he) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (if) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations hereunder when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jg) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyGuaranteed Obligations; and (ii) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this its Note Guarantee.

Note Guarantees. (a) Each Note Subsidiary Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Subsidiary Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Subsidiary Guarantor further agrees (to the extent permitted by law) that its Note Guarantee herein constitutes a guarantee the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of payment when due (and not a guarantee of collection) and any Obligation. Each Subsidiary Guarantor hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Subsidiary Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Subsidiary Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Subsidiary Guarantor; ; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityCompany. (dc) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored had by any Holder upon the bankruptcy or reorganization to any security held for payment of the Issuer or otherwiseObligations. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of, premium, if any, and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the Holders or the Trustee or Collateral Agent hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Issuers, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor further shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as otherwise provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal of, premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuers or any other Guarantor. Each Guarantor agrees that its if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waivesof each of the Guarantors, to the extent permitted by law: theretofore discharged, shall be reinstated in full force and effect. This paragraph (id) shall remain effective notwithstanding any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI hereof for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Guarantor Guarantor, if any, hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, unconditionally and irrevocably guarantees the Notes and Obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed other Obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Issuer, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waiveswaives the benefits of diligence, to presentment, demand for payment, filing of claims with a court in the extent permitted by law: (i) any claim as to the legality, validity, regularity event of insolvency or enforceability bankruptcy of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority either of the Issuer to execute or deliver this IndentureIssuer, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy to require a proceeding first against the Issuer or any other Person under Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the Obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Notes Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other agreement;Guarantor. (viid) If any extension Holder or renewal the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the ObligationsGuarantors, this Indentureto the extent theretofore discharged, the Notes or shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI hereof for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such ObligationsObligations as provided in Article VI hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Subsidiary Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Subsidiary Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Subsidiary Guarantor further agrees (to the extent permitted by law) that its Note Guarantee herein constitutes a guarantee the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of payment when due (and not a guarantee of collection) and any Obligation. Each Subsidiary Guarantor hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Subsidiary Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Subsidiary Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Subsidiary Guarantor; ; or (xiiivi) any change in the ownership of the Issuer;Company. (xivc) Each Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any change in the laws, rules or regulations of right to require that any jurisdiction; (xv) resort be had by any present or future action of Holder to any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any security held for payment of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityObligations. (d) Each of the Note Subsidiary Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer Company or any other Person (including any Note Subsidiary Guarantor or any other guarantor of the Notesguarantor) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer Company or any other Person (including any Note Subsidiary Guarantor or any other guarantor of the Notesguarantor) first be used, applied or depleted as payment of the IssuerCompany’s or the Note Subsidiary Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Subsidiary Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Subsidiary Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, divisióndivision, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Subsidiary Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) . The obligations assumed by each Note Subsidiary Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer Company or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Subsidiary Guarantor hereby expressly waives the provisions of such articles. (fe) The obligations of each Note Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Subsidiary Guarantor or would otherwise operate as a discharge of such Note Subsidiary Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hf) Each Note Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jh) Each Note Subsidiary Guarantor further agrees that, as between such Note Subsidiary Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the TrusteeTrustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any, and interest on the Notes shall be paid in full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such guaranteed Obligationsother obligations, the “Guaranteed Obligations”)same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantor further agrees that its Note Guarantee herein constitutes Guarantees of the Guarantors shall be a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Trustee validity, regularity or enforceability of the Holders be obligated Notes or this Indenture, the absence of any action to take enforce the same, any actionwaiver or consent by any Holder with respect to any provisions hereof or thereof, obtain the recovery of any judgment against the Issuer, any action to enforce the same or file any claim prior to enforcing other circumstance which might otherwise constitute a legal or exercising any rights under any Note Guaranteeequitable discharge or defense of a Guarantor. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waiveswaives the benefits of diligence, to presentment, demand for payment, filing of claims with a court in the extent permitted by law: (i) any claim as to the legality, validity, regularity event of insolvency or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority bankruptcy of the Issuer to execute or deliver this IndentureIssuer, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy to require a proceeding first against the Issuer or any other Person under Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Notes Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other agreement; (vii) any extension or renewal Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of the Obligations, this Indenturean Event of Default, the Notes Trustee or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or provisions to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of this Indenturethe Holders, upon demand therefor, the Notes amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any other agreement;of the Holders. (ixd) If any Holder or the existence Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature contrary action which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had taken by the Trustee or any Holder in reliance upon such amount required to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. be returned. This paragraph (d) Each shall survive the termination of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note each Guarantor, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such ObligationsObligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purposes purpose of this the Note GuaranteeGuarantee of such Guarantor.

Note Guarantees. (a) Each Note Guarantor hereby fully fully, unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of the Obligations (such guaranteed Obligations, the “"Guaranteed Obligations”"). Each Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article IX notwithstanding any extension or renewal of any Obligation. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of the Company. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoObligations. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesSubject to this Article 12, as primary obligor and not merely as suretyeach of the Guarantors hereby, jointly and severally with each other Note Guarantorseverally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee, to the Collateral Agent and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on, the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Obligations (such guaranteed ObligationsCompany to the Holders, the “Guaranteed Obligations”)Collateral Agent or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Note Guarantor further agrees that its Note Guarantee herein constitutes this is a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of the Notes or this Indenture, the Notes absence of any action to enforce the same, any waiver or consent by any Holder of the Notes, the Collateral Agent or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other agreement; (ii) any claim as to the lack circumstance which might otherwise constitute a legal or equitable discharge or defense of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) a Guarantor. Each Guarantor hereby waives diligence, presentation topresentment, demand of payment from and protest to payment, filing of claims with a court in the Issuer event of any insolvency or bankruptcy of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this IndentureCompany, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any resort be had Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by any of them to the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Holder, each Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its ’s Note Guarantee; and (xvi) any other act or thing or omission or delay , to do any other act or thing which may or might the extent theretofore discharged, will be reinstated in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityfull force and effect. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right Guarantor agrees that it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may will not be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified of subrogation in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, relation to the Holders an amount equal to the sum of: (i) the unpaid amount in respect of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee obligations guaranteed hereby until payment in giving such written demand shall in no event affect any Note Guarantor’s full of all obligations under its Note Guarantee. (j) guaranteed hereby. Each Note Guarantor further agrees that, as between such Note Guarantorthe Guarantors, on the one hand, and the Holders, the Collateral Agent and the Trustee, on the other hand: , (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its Note Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such Obligationsobligations as provided in Article 6, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by each of the Guarantors for the purpose of its Note Guarantee. (e) All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (i) the ratio of (A) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (B) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its Note Guarantee in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Note Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for the purposes of this Section 12.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note GuaranteeGuarantee (including in respect of this Section 12.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 12.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 12.01(e).

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default default or Event event of Default default under this Indenture, the Notes or any other agreement; (v) notice of any Default default or Event event of Default default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the IssuerCompany; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notesguarantor) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer Company or any other Person (including any Note Guarantor or any other guarantor of the Notesguarantor) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer Company or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, provided that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully unconditionally and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, irrevocably Guarantees to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligations Company under this Indenture and the Notes and (such guaranteed b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the "Guarantee Obligations, the “Guaranteed Obligations”"). Each Note Guarantor further agrees that its Note the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to payObligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Note Guarantor and that such Note Guarantor will remain bound under this Article XI notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuarantee Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer Company of any of the Guarantee Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Note Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guarantee Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (via) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viib) any extension or renewal of the Obligationsany thereof, this Indenture, the Notes or any other agreement; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inheld by any Holder or the Trustee for the Guarantee Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantee Obligations; or (f) any change in the ownership of any Note Guarantor. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, any collateral securing this Indenture performance and the Notes compliance when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral;security held for payment of the Guarantee Obligations. (xiid) Each Note Guarantee is, to the extent and in the manner set forth in Article XII, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of such Note Guarantor and is made subject to such provisions of this Indenture. (e) Except as expressly set forth in Section 8.01 (b) and Section 11.05, the Guarantee Obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantee Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantee Obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or Indenture, the Notes or any other agreement, by any waiver or modification of any Note Guarantor under its Note Guarantee; and (xvi) thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guarantee Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of principal, premium, if any, or interest on any of the Obligations Guarantee Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ig) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of, premium, if any of the Obligations or interest on any Guarantee Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guarantee Obligation, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashcash of Cash Equivalents, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid amount of such Obligations then due and owing; and Guarantee Obligations, (ii) accrued and unpaid interest on such Guarantee Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by ) and (iii) all other monetary Guarantee Obligations of the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeCompany to the Holders and the Trustee. (jh) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guarantee Obligations Guaranteed hereby until payment in full in cash or Cash Equivalents of all Guarantee Obligations and all obligations to which the Guarantee Obligations are subordinated as provided in Article XII. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Guarantee Obligations guaranteed Guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its such Note Guarantor's Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations guaranteed Guaranteed hereby; and , and (iiy) in the event of any such declaration of acceleration of such ObligationsGuarantee Obligations as provided in Article VI, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 11.01. (i) Each Note GuaranteeGuarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

Note Guarantees. (a) Each Note Guarantor hereby fully unconditionally and unconditionally irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantorseverally, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligations Issuers under this Indenture and the Notes and (such guaranteed Obligations, b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guaranteeGuaranteed Obligation. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (via) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viib) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inheld by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 10.07 hereof, any collateral securing this Indenture change in the ownership of such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and the Notes compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee or any Holder to any such collateral; (xii) the failure security held for payment of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change Guaranteed Obligations. Except as expressly set forth in the ownership of the Issuer; (xiv) any change in the lawsSections 10.02 and 10.07 hereof, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner manner, or to any extent extent, vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) . Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if if, at any time time, payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. (i) . In furtherance of the foregoing foregoing, and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i1) the unpaid amount of such Obligations then due and owing; and Guaranteed Obligations, (ii2) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, ) and (3) all other monetary Guaranteed Obligations of the Issuers to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any delay by the Trustee right of subrogation in giving such written demand shall respect of any Guaranteed Obligations until payment in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its Note such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and Guaranteed Obligations, and (iiy) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations under the Notes and the Indenture (such guaranteed Obligations, the “Guaranteed Obligations”). Each Unless terminated hereunder, each Note Guarantor further agrees (to the extent permitted by law) that its the Obligations under the Notes and the Indenture may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation under the Notes and the Indenture. Each Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and Guarantor hereby agrees to pay, in addition to the amounts stated in Section 10.1(f)above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations under the Notes or the Indenture and also waives notice of protest for nonpayment; (iv) the occurrence . Each Note Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default the Obligations under this Indenture, the Notes or any other agreement; the Indenture. The Obligations of each Note Guarantor hereunder shall not be affected by (vii) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and Holder or the Trustee for the Obligations under the Notes and any right to require that any resort be had by or the Trustee or any Holder to any such collateral; Indenture; (xiiv) the failure of the Trustee or any Holder to exercise any right or remedy against any the other Note Guarantor; ; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityCompany. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (hc) Each Note Guarantor further agrees that its Note Guarantee herein shall continue constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be effective or be reinstated, as the case may be, if at had by any time payment, or Holder to any part thereof, of principal of or interest on any security held for payment of the Obligations is rescinded or must otherwise be restored by any Holder upon under the bankruptcy or reorganization of the Issuer or otherwiseNotes. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Subject to the limitations set forth in Schedule 10.1, each Guarantor hereby, jointly and severally, irrevocably Guarantees (collectively, the “Note Guarantor hereby fully and unconditionally guaranteesGuarantees”), as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, on a senior unsecured basis to each Holder and to the TrusteeTrustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, (i) the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Obligations Issuers under this Indenture and the Notes, whether for payment of principal of, premium, or interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (such guaranteed Obligationsii) 57 the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for payment obligations resulting from a Change of Control Triggering Event, fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Any such Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Guarantor, and that such Guarantor shall remain bound under this Article 10 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note GuaranteeGuaranteed Obligation. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of any Holder, or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence release of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted Notes held by any Note Guarantor Holder or the Issuer against Trustee for the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee Guaranteed Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change such Guarantor, except as provided in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equitySection 10.02(c). (dc) Each of the Note Guarantors further expressly Guarantor hereby waives irrevocably and unconditionally: (i) Any any right to which it may be entitled to have to first require its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) Issuers first be used, applied or used and depleted as payment of the IssuerIssuers’ or such Guarantor’s or the Note Guarantors’ obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Note Guarantors;Issuers be sued prior to an action being initiated against such Guarantor. (ivd) To the extent applicable, the benefits Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of orden, excusión, división, quita payment when due (and espera not a guarantee of collection) and waives any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and to require that any other related resort be had by any Holder or applicable articles that are not explicitly set forth herein because of the Trustee to any Note Guarantor’s knowledge thereof held for payment of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by If any Guarantor makes payments under its Note Guarantee, each Note Guarantor hereunder shall not must contribute its share of such payments. Each Guarantor’s share of such payment will be affected by computed based on the absence proportion that the net worth of judicial request of payment by a Holder the relevant Guarantor represents relative to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 aggregate net worth of all the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesGuarantors combined. (f) The Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b) and 10.02 the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not 58 be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwiseotherwise unless such Note Guarantee has been released in accordance with this Indenture. (ih) In Subject to the limitations set forth in Schedule 10.1, in furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Note any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and the Notes, (ii) accrued and unpaid interest on the Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, that ) and any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note GuaranteeAdditional Amounts. (ji) Each Note Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection 10.01. (j) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (k) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably require to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Subject to this Article 10, each Guarantor hereby fully and unconditionally guaranteeshereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantorseverally, unconditionally and on a senior basis guarantees to each Holder authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest, and premium, if any, on the Notes (to the extent permitted by law) and all other obligations of the Obligations Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Obligationsor any performance so guaranteed for whatever reason, the “Guaranteed Obligations”)Guarantors will be jointly and severally obligated to pay the same immediately. Each Note Guarantor further agrees that its Note Guarantee herein constitutes this is a guarantee of payment when due (and not a guarantee of collection. (b) Each Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce any remedy hereunder or thereunder, any waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. (c) If any Holder, the Trustee is required by any court or otherwise to return to or for the benefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee, or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Until terminated in accordance with Section 10.06, each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor also agrees to pay, in addition to the amounts stated in Section 10.1(f), pay any and all costs and expenses (including reasonable counsel attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articlesSection 10.01. (f) The obligations Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of each Note Guarantor hereunder shall not creditors or should a receiver or trustee be subject to appointed for all or any reduction, limitation, impairment or termination for any reason (other than payment significant part of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromiseIssuer’s assets, and shall not be subject shall, to any defense of setoffthe fullest extent permitted by law, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, of principal of is rescinded, reduced, restored or interest on any of returned, the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cashNotes shall, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the fullest extent not prohibited permitted by law); provided, that be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any delay by the Trustee in giving such written demand shall in no event affect provision of any Note Guarantor’s obligations under its Note Guarantee. (j) Each Note Guarantor further agrees thatGuarantee shall be invalid, as between such Note Guarantorillegal or unenforceable, on the one handvalidity, legality, and the Holders, on the other hand: (i) the maturity enforceability of the Obligations guaranteed hereby may remaining provisions shall not in any way be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction affected or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guaranteeimpaired thereby.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment when due, whether at stated maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Issuer under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Notes, whether for payment of principal of, or interest on, the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, any without notice or further assent from each such Note Guarantor, and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each that each such Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guaranteeshall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Note Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vii) the failure of any Holder or the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viiii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; thereof; (viiiiii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; (ixiv) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, held by any collateral securing this Indenture and the Notes and any right to require that any resort be had by Holder or the Trustee for the Guaranteed Obligations or any Holder to any such collateral; of them; (xiiv) the failure of the Trustee or any Holder or Trustee to exercise any right or remedy against any other Note Guarantor; guarantor of the Guaranteed Obligations; or (xiiivi) any change in the ownership of the Issuer; (xiv) any change such Note Guarantor, except as provided in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Section 10.06. Each Note Guarantor under hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary Guarantors, such that such Note Guarantor’s obligations would be less than the risk of each full amount claimed. Each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly hereby waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or used and depleted as payment of the Issuer’s or the such Note Guarantors’ Guarantor’s obligations hereunder, hereunder prior to any amount amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between require that the Issuer be sued prior to an action being initiated against such Note Guarantors; Guarantor. Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (ivand not a guarantee of collection) To and waives any right to require that any resort be had by any Holder or the extent applicableTrustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.02, 10.02, 10.06 and 11.01, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such any Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each . Each Note Guarantor hereunder agrees that its Note Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason other than remain in full force and effect until payment in full of all the Obligations in full. (h) Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest interest, if any, on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (i) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such Obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law); provided, ) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. Each Note Guarantor agrees that it shall not be entitled to any delay by right of subrogation in relation to the Trustee Holders in giving such written demand shall respect of any Guaranteed Obligations guaranteed hereby until payment in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 10.01. Each Note GuaranteeGuarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby fully and fully, unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations under this Indenture and the Notes. Each Note Guarantor further agrees (to the extent permitted by law) that the Obligations under this Indenture and the Notes may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation under this Indenture and the Notes. Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations under this Indenture and the Notes and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Obligations under this Indenture. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against such guaranteed ObligationsNote Guarantor under this Indenture, the “Guaranteed Obligations”). Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of the Company. (c) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure security held for payment of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equityObligations. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations under this Indenture or the Notes or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the ObligationsObligations under this Indenture or the Notes, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (he) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations under this Indenture or the Notes is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer Company or otherwise. (if) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Obligations under this Indenture or the Notes when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations under this Indenture or the Notes then due and owing; and (ii) accrued and unpaid interest on such Obligations under this Indenture or the Notes then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (jg) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations under this Indenture or the Notes guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations under this Indenture or the Notes guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such ObligationsObligations under this Indenture or the Notes, such Obligations under this Indenture or the Notes (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this its Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully jointly and severally irrevocably and unconditionally guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor, to each Holder Noteholder and to the Trustee, Trustee and its successors and assigns the full and punctual payment when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Obligations Company under this Indenture (such guaranteed Obligationsincluding obligations to the Trustee) and the Notes, whether for payment of principal of the Notes and all other monetary obligations of the Company under this Indenture and the Notes, whether for fees, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 17 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Noteholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Noteholder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Noteholder or Trustee to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 17.02(b). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and waives any right to require that any resort be had by any Noteholder or the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of MexicoGuaranteed Obligations. (e) The obligations assumed by Note Guarantee of each Note Guarantor hereunder shall not be affected by is, to the absence of judicial request extent and in the manner set forth in Article 18, subordinated and subject in right of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 prior payment in full of the Código Civil Federal principal of Mexico and the Código Civil of each State premium, if any, and interest on all Senior Indebtedness of the Mexican Republic and the Federal District of Mexico and each relevant Note Guarantor hereby expressly waives the and is made subject to such provisions of such articlesthis Indenture. (f) The Except as expressly set forth in Sections 17.02 and 17.06, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Noteholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such any Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Each Note Guarantor hereunder agrees that its Note Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason other than remain in full force and effect until payment in full of all the Obligations in full. (h) Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Noteholder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. (ih) In furtherance of the foregoing and not in limitation of any other right which any Noteholder or the Trustee or any Holder has at law or in equity against each any Note Guarantor by virtue hereof, upon the failure of the Issuer Company to pay any of the Obligations Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Noteholders or the Trustee an amount equal to the sum of:unpaid amount of such Guaranteed Obligations. (i) the unpaid amount Each Note Guarantor agrees that it shall not be entitled to any right of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only subrogation in relation to the extent not prohibited by law); provided, that Noteholders in respect of any delay by Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Trustee Guaranteed Obligations are subordinated as provided in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) Article 18. Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the HoldersNoteholders and the Trustee, on the other hand: , (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 7 for the purposes of its any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby; and , and (ii) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 7, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Note Guarantor for the purposes of this Section 17.01. (j) Each Note GuaranteeGuarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Section 17.01. (k) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Note Guarantees. (a) Each Note Guarantor hereby The Guarantors, by execution of a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in such Supplemental Indenture, unconditionally guaranteesguarantee, as primary obligor on a joint and not merely as surety, jointly and severally with each other Note Guarantor, several basis to each Holder and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and punctual payment when dueAdditional Amounts, whether at maturityif any, by accelerationon, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment; (iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement; (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement; (vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement; (viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest in, any collateral securing this Indenture and the Notes and any right to require that any resort be had by the Trustee or any Holder to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the monetary obligations of the Issuer under this Indenture or and the Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Note Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note Guarantor under its or this Indenture, any failure to enforce the provisions of any Note Guarantee; and (xvi) or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other act or thing or omission or delay to do any other act or thing circumstance which may otherwise constitute a legal or might equitable discharge of a surety or guarantor (except payment in any manner full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any extent vary Note, or alter the risk Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of each Note Guarantor payment, filing of claims with a court in the event of merger or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Note Guarantors further expressly waives irrevocably and unconditionally: Guarantee (i) Any including, for the avoidance of doubt, any right it which a Guarantor may have to first require any Holder to proceed against, initiate any actions before a court the seizure and sale of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Person (including amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita Indebtedness evidenced thereby and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexicoall demands whatsoever, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each covenant that their Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in including Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if 10.04. If at any time paymentany payment of principal of, premium, if any, interest, if any, or any part thereofAdditional Amounts, of principal of or interest if any, on any of the Obligations such Note is rescinded or must be otherwise be restored by any Holder or returned upon the insolvency, bankruptcy or reorganization of the Issuer Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or otherwisereturns as though such payment had become due but had not been made at such times. (ic) In furtherance of the foregoing The Guarantors also agree to pay any and not in limitation of any other right which all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay enforcing any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations rights under its Note Guaranteethis Section 10.01. (j) Each Note Guarantor further agrees that, as between such Note Guarantor, on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purposes of this Note Guarantee.

Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guaranteesGuarantor, by executing a supplementary indenture in the form of Exhibit D hereto, as a primary obligor and not merely as a surety, hereby fully, unconditionally and irrevocably guarantees on a senior unsecured basis, jointly and severally with each other Note Guarantorseverally, to each Holder and to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Obligations Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all such guaranteed Obligations, obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to paythe Guaranteed Obligations may be extended or renewed, in addition to the amounts stated whole or in Section 10.1(f)part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee extension or the Holders in enforcing or exercising renewal of any rights under any Note Guarantee. (b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee. (c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guaranteeGuaranteed Obligation. Each Note Guarantor hereby waives, to the extent permitted by law: (i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement; (ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement; (iii) diligence, waives presentation to, demand of of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment; (iv) the occurrence . Each Guarantor waives notice of any Default or Event of Default default under this Indenture, the Notes or any other agreement; the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement; (via) the failure of any Holder, the Trustee or any Holder Agents to assert any claim or demand or to enforce any right or remedy against the Issuer Issuer, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement; agreement or otherwise; (viib) any extension or renewal of any obligation of the Obligations, Issuer under this Indenture, the Notes Indenture or any other agreement; Note, by operation of law or otherwise; (viiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; ; or (ixd) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer; (x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issuer against the Holders or the Trustee; (xi) any impairment, taking, furnishing, exchange or release of, or failure to perfect or obtain protection of any security interest inexcept as set forth in Section 10.05, any collateral securing this Indenture change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and the Notes compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or any Holder Agents to any such collateral; (xii) the failure of the Trustee or any Holder to exercise any right or remedy against any other Note Guarantor; (xiii) any change in the ownership of the Issuer; (xiv) any change in the laws, rules or regulations of any jurisdiction; (xv) any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Issuer under this Indenture or the Notes or of any Note Guarantor under its Note Guarantee; and (xvi) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (d) Each of the Note Guarantors further expressly waives irrevocably and unconditionally: (i) Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) before claiming from it under this Indenture; (ii) Any right to which it may be entitled to have the assets of the Issuer or any other Person (including any Note Guarantor or any other guarantor of the Notes) first be used, applied or depleted as held for payment of the Issuer’s or the Note Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Note Guarantors hereunder; (iii) Any right to which it may be entitled to have claims hereunder divided between the Note Guarantors; (iv) To the extent applicable, the benefits of orden, excusión, división, quita and espera and any right specified in articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2838, 2839, 2840, 2845, 2846, 2847 and any other related or applicable articles that are not explicitly set forth herein because of Note Guarantor’s knowledge thereof of the Código Civil Federal of Mexico, and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico. (e) The obligations assumed by each Note Guarantor hereunder shall not be affected by the absence of judicial request of payment by a Holder to the Issuer or by whether any such person takes timely action pursuant to articles 2848 and 2849 of the Código Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico and each Note Guarantor hereby expressly waives the provisions of such articles. (f) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwiseGuaranteed Obligations. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Note Guarantor or would otherwise operate as a discharge of such Note Guarantor as a matter of law or equity. (g) Except as provided in Section 10.2, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than payment of the Obligations in full. (h) Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Issuer or otherwise. (i) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Note Guarantor’s obligations under its Note Guarantee. (j) . Each Note Guarantor further agrees that, as between such Note Guarantorit, on the one hand, and the Holders, the Trustee and the Agents, on the other hand: , (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and Guaranteed Obligations, and (iiy) in the event of any such declaration of acceleration of such ObligationsGuaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purposes of this Note GuaranteeSection. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Agents in enforcing any rights under this Section.