Catalogue of Exceptions to the Negative Pledge Clause of the Mexican New Restructure
Section 5.12 ofthe Old New Noney Agreement of 1990
SECTION 5.12. Purchase
of
Advances. (a) General Definitiom. This Section sets forth procedures for certain purchases of Advances. Por purposes oftrus Section, the following terms have the following mean-ings:.. Section 5. 12 Notice" means a notice substantially in the form ofScheduJe P delivered to the Agent under this Section upon the purchase of an Advance (or portion thereof) by the Borrower under this Section .
.. Section 5.12. Notice Acknowledgment" means, for each
pur-chase of an Advance (or portion thereof) by the Borrower described in a Section 5.12 Notice, a notice substantially in the form ofSchedule G delivered by the Agent to the Bank and the Borrower pursuant to trus Section 5.12 acknowledging the details of such purchase.
(b) Purchase
of
Advances. Subject to agreement between the purchaser and any Bank, the Borrower or (subject to Section 12.10 (b»an o emmcntJI Agcnc ma purcha e aU r J portlon fthe Advance held b u h Bank; pnlll,dl'd that
(i) u h pur hase is made pur;uant to an ffer madc to aU Banks pr" rala ln accordan e wlth the pnnclpal amount of thelr Advance on the Jme term , and
(li) unmedlately after and g1V1ng effect to u h purcha e, the um of(x) the U . . DoUar equlvalent (as detemuned ln ca h
U ed dunng the a1endar ear 111 wlu h such purchase IS made for ali purcha!le ofindebtedne (otherthan pur h e ofNew Money B nds) ubJect to the req\l1rements of e tlon 5.12 (b) (ti) of any MeXlcan D bt Agrcement (indudmg tlus Agrecment) and (y) the amount of Av.ulable Assets pledged dunng uch calendar year m accordance W1th cctlon 8.02 (a) (XlU) and (XlV) doe not exceed the um of(l) the aggregate ofthe am untsspeclfied m dau es (A) and (B) of ectlon 8.02 (a) (XIii) and (2) the amount permmed under ectlon .02 (a) (XIV).
Upon the pUTchase of aU or a portlon of an Advance by the Borrower, uch Advance (or portlon thereoQ haU be deemed canceUed and haU ccase to be an "Advance" and "Extemallndebtednes " for aU purpo e of tlu Agreement and the Borrower shaU have no further obligatlon hereunder m re pect of any uch Advance (or portlon thereoQ, and the Borrower and such Bank haU debver to the Agent a ectlon 5.12 Notlce reducmgthe prinCipal amount of each uch Advance by the pnnclpal amount of uch Advance (or portlon thereoQ purchased by the Borrower.
(C) E.:wepllo/lsjor Cerra,,, P"rc!lases
of
dVQllces b)' Mexicall Ballks.(i) The reqUlrements of ectlon 5.12 (b) (i) and (li) haU not apply to the purchase of any Advance (or portion thereot) by any MeXlcan Bank (A) for Its tradmg account in the ordinary course ofbu me ~, (B) for its own account or for the account of another Govemmental Agency (includmg the Borrower), in each case to the extent that such Advance (or portlon thereoQ so purchased IS used to make a ection 5.11 Quallfied lnvestment or ( ) for the account o( any cuSlomer that IS not a Govemmen-tal Agency.
(ii) The rcqUlrements ofSecuon 5.12 (b) (i) shaU not apply to the purchase of Jny Adance (or portlon thereol) by a MexlCan Bank (or any peclal Purpose Affihate) for Its own account or for the account of another Governmental Agency (includmg the Borrower),1n ea h case to the extent that the Advance (orportlon thereol) ~o purchased IS pledged to secure External Indebtedness of su h Mexlcan llank (or any peclal Purpose Affihate) or Governmental Agency.
(d) Limited Respotlsibility
of
Agmt. The Agent shall have no re ponsiblüty to reVlew or venfy (i) the accuracy of the statements of the llank and the Borrower contalned ln any Sectlon 5.12 Nonce or other nonce recelVed by It under thJS Sectlon 5.12, (ii) that any purchase under thlS ection 5.12. satisfies the reqUlrements of subsectlOn (b) or (c) above, or (iii) that any requued authonzation for any purchase of Advance under dus ecUon 5.12 has been obtamed. The Agent shaJI be entitled to rely upon the information contamed in each ection 5.12 Notlce as to whether the reqUlrements of this eCUon 5.12 have been atisfied. Prompdy after Its recelpt of a ection 5.12 Notlce, the Agent shaU confirm that the InformatlOn set forth therem IS conSlStent wlth its records and, upon mch confirmation, promptly acknowledge such NOllce. Each eCtlon 5.12 Notice shaJI be effeCtlve upon acknowledg-ment (mcluding acknowledgacknowledg-ment by telex or facslImle transnusslOn) by the Agent pursuant to a Section 5.12 Notlce Acknowledgment.(e) Elfecc
of
a Sec/iotl 5.12 Transac/ion. It IS understood and the parnes concur that any purchase or canceUation of an Advance (or portlOn thereol) hereunder pursuant to this Sectlon 5.12, or any purchase or canceUatlon of any Other Indebtedness pursuant to Section 5.12 of any other Mexican Debt Agreement, shaJI not constltute for the purposes of dus Agreement receipt of a payment in respect of any Advance hereunder or of any Other Indebtedness so purchased or canceUed and shaJI not (i) gJve ri e to a prepayment obügation under ection 4.02 or (ii) be subJect to the shanng requirements ofSection 5.03. Any purchase of a pornon of an Advance pursuant to this Section 5.12 shall be appüed ratably to the prinCIpal in tallments of uch Advance.(I) Closing Date for a eaion 5. 12 Pllrchase. The Borrower and the Bank hall give the Agent not les than ten calendar days' nonce of any proposed purchase by the Borrower under trus Section, and the c10sing date for any such purchase shall be subject to mUNaI agreement between the Borrower and the Agent in order to facilitate the efficient admirus-tratlon of tIu Agreement.
(g) pedal Provisioll for atices to tire Agem. Each Sectlon 5.12 otlce IS a ommurucanon to the Agent from both the Borrower and Bank. Each uch N tice peclfies the amount of the reducnon in the pnnClpal amount of one or more Advan e . The foml of each such e oon 5. L Notice reqwr that both the Borrower and uch Bank send each such Nonce to the Agent. The requirement of joint nonce by the Borro er and the Bank may be sansfied in any one of three ways:
(i) b jomt ignature and dehvery (includmg delivery by fa ínule tran nu IOn) to the Agent by the Borrower and a Bank of m uch Notice;
(ü) by eparate transmittal to the Agent (including telex or fac inule tran mi ion) by each of the Borrower and a Bank of a sub tannally idenocal Notice; or
(iü) by transmittal to the Agent (including telex or facsinule transmis IOn) by either the Borrower or a Bank of any uch Nooce, followed by the Agent' receipt of wntten con6r-mation (includmg telex or facsinule transrnission) by the other parry to such Notice of the mforrntion set forth in such Nooce, wluch confim1ation shall be in forrn and sub rance satisfactory to the Agent.
(h) Expel/Ses to IIIe Age"t. The Bank or Banks parry to each purchase of Advance by the Borrower under this Section shall pay the reasonable expenses of the Agent to adnunister and record such purchase, unless the Borrower shall otherwise agree to pay such expenses.