**Summary of the Trust**On March 23, 2005, Covisa, Alcali and Comercializadora, acting as Settlors and Beneficiaries inThird Place, executed the Trust with the Trustee (on July 18, 2008, ABN AMRO Bank (Mexico), S.A.Institución de Banca Multiple, Fiduciary Division, was replaced by Bank of America México, S.A.,Institución de Banca Múltiple, Grupo Financiero Bank of America, División Fiduciaria (“BofA”) asTrustee of the Trust), as amended on March 31, 2009. The main purpose of the Trust is the issuanceof Preferred Notes and Subordinated Notes according with written instructions received from theIssuance Committee and to comply with all the duties and obligations related to the Preferred Notesand the Subordinated Notes specified or contemplated by the Trust, the corresponding IssuanceCommittee Meeting, the Preferred Notes, the Subordinated Notes and all related agreements,respectively. Depending on the instructions by the Issuance Committee, the Preferred Notes and theSubordinated Notes could be privately or publicly offered and placed in Mexico or abroad.A brief summary of the main terms included in the Trust, as amended, is hereby presented. Suchsummary is not intended to be exhaustive or sufficient, so it is necessary to review the terms andconditions included in the Trust.**7.1 Creation of the Trust and Receivables Assignment.**The Settlors created the Trust as follows: a) by the irrevocable transfer of Ps. $1,000.00 (onethousand Mexican Pesos 00/100) as initial contribution to the Trust Estate; b) Covisa in itscapacity as Settlor of the Trust and according to the Assignment Agreement, irrevocably assignedand transferred to the Trust (i) the Covisa Receivables described on the Initial List, and (ii) allrights and proceeds as the case may be, resulting from the execution of such rights, but not theobligations related to them, and c) Alcali in its capacity of Settlor of the Trust irrevocablyassigned and transferred to the Trust: (i) the Alcali Receivables described on the Initial List,and (ii) all rights and proceeds as the case may be, resulting from the execution of such rights,but not the obligations related to them.**7.2. Parties of the Trust.**Settlors: Covisa and Alcali.Trustee: Bank of America México, S.A., Institución de Banca Múltiple, Grupo Financiero Bank ofAmerica, División Fiduciaria.Beneficiaries in First Place: Each one of the Preferred Holders, as for their right to receivepayment of principal and interests, and other amounts under the Preferred Notes, according to theterms and conditions set forth in the corresponding Preferred Notes and in the Trust.
 
 

 
Beneficiaries in Second Place: Each one of the Subordinated Holders, as for their right to receivepayment of principal and interests, and other amounts under the Subordinated Notes, according tothe terms and conditions set forth in the corresponding Subordinated Notes and in the Trust.Beneficiaries in Third Place: The Settlors, as for their right to receive back the assets andrights transferred to the Trust, and all the amounts and assets that at that moment may be in theTrust Estate, in the terms set forth in the Trust, once all principal, interests and other amountspayable under the Preferred Notes and the Subordinated Notes have been paid in full.**7.3 Trust Estate.**The Trust Estate will be formed by: a) the amounts and Receivables that the Settlors transfer tothe Trust according to Section 2 of the Trust, and the amounts and Receivables that Settlors maycontribute or transfer in the future according to the Assignment Agreement; b) the assets andproceeds in cash or in kind derived from the goods and rights mentioned above; c) the proceedsobtained as a result of the Issuance and placement of the Preferred Notes and the SubordinatedNotes, according to the Trust; d) the proceeds obtained as a result of the collection of theAssigned Receivables; e) any other goods or rights that may be part of the accounts or assets ofthe Trust or the Required Reserves; f) the interests or yield of any kind derived from theinvestment of the liquid assets of the Trust Estate; g) other goods or rights received by theTrustee to comply with the purposes of the Trust or as a consequence thereof, and h) any othergoods or rights that for any reason become part of the Trust Estate, including future contributionsthereto made by the Settlors.**7.4 Purpose of the Trust**The main purposes of the Trust are: a) the execution by the Trustee of the Assignment Agreement, sothat according to the terms of such agreement and the Trust, the Trustee acquires from theSettlors, as part of the Trust Estate, the Receivables. The Trustee shall notify the assignment ofthe Receivables to the respective debtors; b) the execution by the Trustee of the BondAdministration Agreement and the Master Services Agreements with the Master Servicer, in termssubstantially similar to models included as exhibits in the Trust, and to become a part of theSub-Servicing Agreements, in terms substantially similar to models included as exhibits in theTrust, so that, among other things, according to the terms of such agreements and of the Trust, theMaster Servicer, directly or through the Sub-Servicer as the case may be, may render collectionservices, and prepare and deliver the Master Management Reports and all related information thatmay be required according to such agreements; c) the supervision by the Trustee of all costs andexpenses of the Master Servicer and the Sub-Servicer, resulting from the Bond AdministrationAgreement, the Master Servicer Agreements and the Sub- Servicing Agreements, and the execution bythe Trustee of any amendment or termination to such agreements according to the instructionsreceived from the Technical Committee; d) the issuance of one or more Preferred Notes according tothe written instruction received from the Issuance
 
 

 
Committee, in terms and conditions instructed by such Committee; e) the execution by the Trustee ofany Purchase Agreement or Credit Agreement with the purchasers of the Preferred Notes, if any,according to the written instructions received from the Issuance Committee; f) the public orprivate issuance of additional Notes according to the written instructions received from theIssuance Committee, in the terms and conditions instructed by such Committee; g) the payment by theTrustee of any revolving credit lines pursuant to any Credit Agreement; h) pursuant to the terms ofthe Trust to pay any outstanding amount of the Emisión Ixe ‘09 (as such term is defined under thefirst amendment to the Trust) with the proceeds obtained from the issuance and placement ofadditional Preferred Notes; i) the issuance, placement and amendment of one or more SubordinatedNotes according to the written instruction received from the Issuance Committee and subject to theprior consent of the Subordinated Holders, in terms and conditions instructed by such Committee; j)the use and application of funds obtained from the issuance and placement of the Preferred Notesand Subordinated Notes pursuant to Section 8 of the Trust; (k) the opening of bank accounts and thecreation of funds as provided in Section 7 of the Trust and to keep them open as long as anyoutstanding amount of the Preferred Notes or the Subordinated Notes remains unpaid, for payments,transfers or deliveries of proceeds as may correspond, according to Sections 7, 8 and otherrelevant provisions of the Trust; l) to keep the Required Reserves in cash or Receivables,according to the provisions of the Assignment Agreement; m) to receive by electronic moneytransfer, deposit or any other way, from each of the Assigned Receivables Debtors, or from Covisaor Alcali, or from the Master Servicer or Sub-Servicer, as the case may be, the payment of theAssigned Receivables and any other resource contributed by the Settlors, and to apply suchproceeds according to the provisions of the Trust; n) to keep and manage the proceeds from theAssigned Receivables and any other resource contributed by the Settlors, and to apply such proceedsaccording to the provisions of the Trust; o) subject to the priority rules set forth in Section 8of the Trust, payment to the Preferred Holders with the proceeds derived from the AssignedReceivables and from any other income or asset of the Trust Estate, except from the amountsdeposited on the Guaranty Account, of the accrued interests and principal outstanding amount of thePreferred Notes, the premium if any, and other payable amounts according to the terms andconditions of the Preferred Notes; p) subject to the priority rules set forth in Section 8 of theTrust, payment to the Subordinated Holders with the proceeds derived from the Assigned Receivablesand from any other income or asset of the Trust Estate, including the amounts deposited on theGuaranty Account, of the accrued interest and principal outstanding amounts of the SubordinatedNotes, the premium if any, and other payable amounts according to the terms and conditions of theSubordinated Notes, in the understanding that, except for the amounts deposited on the GuarantyAccount which always will be available to pay the Subordinated Notes, the Trustee shall only usethe Trust Estate to pay Subordinated Notes after setting aside the necessary amounts to pay thePreferred Notes; q) the execution of investment agreements necessary or convenient to carry out thePermitted Investments according to the provisions of Section 9 of the Trust; r) the execution ofany agreement or document executed by the Settlors and the Subordinated Holders in connection withthe issuance, placement or amended of the Subordinated Notes; s) to (i) exchange the whole or partof the amounts received in
 
 

 
Dollars as a result of the Issuance of the Subordinated Notes, or as a result of the collection of any of the Assigned Receivables intoPesos, as appropriate, on the dates that this may result necessary or convenient; (ii) exchange theamounts in Pesos of the Trust Estate into Dollars as long as is necessary to cover the amounts owedin Dollars for the maintenance expenses of the Issuance outside of Mexico, and the amounts owed tothe Subordinated Holders, complying at all times with the order or priority set forth in the Trust,and (iii) execute currency exchange swap agreements or any other similar agreements that may benecessary or convenient according to the instructions received from the Technical Committee; t)pursuant to the instructions given by the Technical Committee to the Trustee, to hire theindependent auditor to audit the Trust financial statements, Trust accounts, and the MasterServicer reports; u) the execution by the Trustee of any contracts, agreements, and relateddocuments, and to carry out all other necessary acts to comply with the Purposes of the Trust; v)drafting and delivery to the CNBV (if required), the BMV, the Technical Committee, the Settlors,the Rating Agencies, the Preferred Holders and the Subordinated Holders the Trustee Reports and anyother information and reports related to the Trust, with the frequency and under terms andconditions set forth in the Trust and applicable law; w) the prepayment by the Trustee of theoutstanding amounts of the Preferred Notes and the Subordinated Notes in the terms and conditionsinstructed for such purpose by the Settlors; x) subject to the authorization by the Settlors andpursuant to the instructions issued by the Technical Committee, the execution by the Trustee of anycontract with any person intending to become a party to the Trust as additional settlor, and y)once all principal and interest, as well as other payable amounts according to the Preferred Notes,the Subordinated Notes, and the Trust, are paid in full, to terminate the Trust and deliver to theSettlors in their capacity as Beneficiaries in Third Place, based on applicable proportionsaccording to the written instructions received from the Technical Committee, any remaining amountsthat may be part of the Trust Estate, and return to them the Assigned Receivables , and any otherassets or rights that may be part of the Trust Estate at that moment.**7.5 Funds and Accounts.**According to the provisions of the Trust, the Trustee opened and shall keep open the Trust bankaccounts during the existence of the Trust, and created and shall keep the Trust funds describedbelow, as well as any other account or fund that may be necessary or convenient to comply with thepurposes of the Trust, including but not limited to, the Required Reserves that the Trustee mustkeep (in cash or in Receivables) according to the terms of the Assignment Agreement. Unlessexpressly provided to the contrary in the Trust, the Trustee shall not (i) make payments, transfersor deliveries for any concept if the corresponding accounts do not have the necessary balance tocover such payments, nor shall (ii) use the balance of a particular account or fund to makepayments, transfers or deliveries that shall be paid or covered from a different account or fund.
 
 

 
**A. Income Account.**The Trustee shall keep a bank account (the “Income Account”) into which allamounts in cash resulting from the Assigned Receivables shall be deposited, whether such amountsare deposited by the Debtors of such Receivables, or transferred by the Trustee from other bankaccounts as mentioned hereinafter, or by the Settlors inany other case, and any other income in cash received by the Trustee for any other concept. Ifnecessary, the Trustee shall open additional bank accounts, in Pesos or Dollars, in other bankinginstitutions with the purpose of collecting the Receivables. The Trustee shall immediately withdrawany amounts deposited in such accounts and transfer them to the Income Account. Any and all amountsdeposited in such other accounts shall be considered for all effects related to the Trust and theTransaction Contracts, as if they were deposited into the Income Account.**B. Maintenance Fund.**The Trustee shall daily set aside from the amounts deposited in the IncomeAccount (and if the case may be, in the other accounts mentioned under Section A above) the amountsnecessary to create and preserve a fund (the “Maintenance Fund”) to pay the correspondingMaintenance Expenses of the following calendar month, and shall use such amounts to pay theMaintenance Expenses. If it is necessary to pay Maintenance Expenses in Dollars, the Trustee mayexchange to Dollars the corresponding amounts according with the provisions of Section 7 of theTrust.**C. Reserve Fund.**The Trustee shall daily set aside from the amounts deposited in the Income Account(and from the other accounts mentioned on Section B above, as appropriate) the amounts necessary tocreate and preserve a fund (the “Reserve Fund”) to pay any applicable tax amount that according toapplicable law the Trustee shall withhold from the amounts payable to the Holders, as appropriate,and to pay any amount of principal and interests to the Holders of the Notes on the next PaymentDate. From the Issuance Date and, thereafter, within 3 (three) Business Days following each PaymentDate, the Trustee will determine the amount that shall be kept in the Reserve Fund to cover the taxpayments that according to applicable law the Trustee shall withhold from the amounts to be paid tothe Holders, as appropriate, and to cover the payments of ordinary and delinquent interests due andnot paid in previous Payments Dates, and to cover the payment of interests and principal that wouldhave to be made on the next Payment Date. The amounts on the Reserve Fund shall be used first topay any amount due to the Preferred Notes. Once all due amounts to the Preferred Notes have beenpaid, the balance of the Reserve Fund, if any, may be exchanged to Dollars, according to theprovisions of Subsection G of Section 7 of the Trust, and applied to the Subordinated Notes. Incase that, immediately after making the aforementioned payments in each Payment Date there wereremaining amounts in the Reserve Fund, the Trustee shall transfer the balance to the General Fund.**D. General Fund**. All the amounts in the Income Account (and in the other accounts mentioned inSubsection B above) after separating the necessary amounts to maintain the required balances in theMaintenance Fund and the Reserve Fund, shall become part of the General Fund, and unless they haveto be used for other concepts as provided in Section 8 of the Trust, they will be used by theTrustee during the Revolving Period to acquire and pay Receivables on the dates and for thepercentages determined according to the Assignment Agreement, as long as the required Aforo is metpursuant to the Assignment Agreement. At the end of the Revolving Period, the amounts that werepart of the General Fund shall be used, first to pay any outstanding amount of the Preferred Notes,then to pay any outstanding amount of the Subordinated Notes, and finally, anyremaining amount shall be returned to the Settlors at the termination of the Trust. In case that inany Cut-off Date the Master Servicer determines the need for additional contributions to the TrustEstate with the purpose of keeping the required Aforo according to the Assignment Agreement, theSettlors may deposit any additional amounts in the Income Account. The amounts in cash depositedtherein shall be credited to the General Fund.
 
 

 
**E. Guaranty Account**. The Trustee will open a bank account (the “Guaranty Account”) for the amountsto be deposited pursuant to Section 8, Subsection B of the Trust, that will be used as collateralto cover any unpaid amount to the Subordinated Holders. The Trustee shall use such amounts, onlyand exclusively, to make payments of the Subordinated Notes as applicable, or to make withdrawalsand transfers to the General Fund as instructed in writing by the Master Servicer.**F. Currency Exchange**. If it becomes necessary to exchange amounts from Pesos to Dollars or viceversa, from the accounts and funds of the Trust, the Trustee shall notify such need to the Settlorsand will carry out the corresponding currency exchanges with the institution selected by theSettlors. In the event that the Settlors fail to notify the selected institution to the Trustee,then the Trustee shall carry out the corresponding currency exchanges with Bank of America, S.A.,Institución de Banca Múltiple, Grupo Financiero Bank of America at the most favorable exchangerate.**H. Account Statements**. Within the first 10 (ten) Business Days of any calendar month, the Trusteeshall deliver to the Settlors and to the Preferred Holders, an account statement describing all thetransactions performed in the last month with respect to each of the funds and accounts of theTrust. With respect to bank accounts in other banks, the Trustee shall only be bound to deliver theaccount statements prepared by the corresponding bank no later that the next Business Day afterreceiving them.**7.6. Payment Priority**.The Trustee shall make the payments mentioned below in the following order:A. Proceedsobtained from the Ixe ‘09 Issuance (as such term is defined in the first amendment tothe Trust). The Proceeds obtained from the Ixe ‘09 Issuance shall be applied in the followingorder: (i) in first place to pay the loan granted by the Bank to Covisa; (ii) in second place topay the Issuance Expenses as set forth in the corresponding Issuance Committee meeting; (iii) inthird place, to the Maintenance Fund, to pay the Maintenance Expenses of the month following theDate of the Ixe ‘09 Issuance according to the provisions of Section 7, Subsection B of the Trust;(iv) in fourth place, to the Reserve Fund to pay in the next Payment Date any tax amount withheldfrom the Notes Holders, and to pay in the next Payment Date any amount due to the Notes Holderspursuant to the Transaction Documents, and (v) in fifth place the remaining balance of the Ixe ‘09Issuance and placement of the Notes to the Settlors.
 
 

 
B. Proceeds obtained from subsequent issuance of Notes. The Proceeds obtained from the issuance ofNotes after the Date of the Ixe ‘09 Issuance shall be applied in the following order: (i) in firstplace to pay any outstanding amount of the Ixe ‘09 Issuance; (ii) in second place to pay theIssuance Expenses of the corresponding Notes; (iii) in third place, to the Maintenance Fund, to paythe Maintenance Expenses of the month following the Date of the Issuance; (iv) in fourth place, tothe Reserve Fund to pay in the next Payment Date any tax amount withheld from the Notes Holders,and to pay in the next Payment Date any amount due to the Notes Holders pursuant to the TransactionDocuments, and (v) in fifth place the remaining balance to the General Fund.C. Proceeds resulting from the Assigned Receivables. The Proceeds generated by the AssignedReceivables and any other amount that is deposited in the Income Account (or in the other accountsmentioned in Section 7, Subsection B of the Trust), shall be applied according to the followingpriority order:1. The amounts that each month are deposited in the Maintenance Fund, shall be applied on eachSet-off Date to the payment of the Maintenance Expenses, in the case that the amounts in theMaintenance Fund are not enough to cover such payment, then the Trustee will pay the remainingamount with funds from the General Fund. In the event of an Event of Default or an EarlyAmortization Event, the Trustee will not pay the Rating Agencies fees in this priority order butaccording to the provisions of paragraph 6 of this Subsection C, Section 8 of the Trust;2. The amounts in the Reserve Fund shall be applied in first place to the payment of accrued andunpaid penalty interests with respect to the Preferred Notes on each corresponding Payment Date, incase that in any Payment Date the amounts of the Reserve Fund are not enough to make such payment,the Trustee will use funds from the General Fund to pay the remaining amounts;3. The amounts in the Reserve Fund shall be applied in second place to the payment of the accruedand unpaid ordinary interests with respect to the Preferred Notes on each corresponding PaymentDate, in case that in any Payment Date the amounts of the Reserve Fund are not enough to make suchpayment, the Trustee will use funds from the General Fund to pay the remaining amounts;4. As long as the payments of principal and interests amounts of the Preferred Notes are current,and as long as after making the corresponding payments the required Aforo is maintained accordingto the Assignment Agreement, the amounts of the Reserve Fund shall be applied in third place to payon each Payment Date any tax withheld by the Trustee from the amounts to be paid to theSubordinated Holders, and subsequently, to pay any delinquent and ordinary accrued and unpaidinterests of the Subordinated Notes. If after making the corresponding payments, the required Aforoaccording to the Assigned Agreement is not maintained, then the Trustee shall not make suchpayments. In case that the amounts of the Reserve Fund are not enough to pay the tax amounts andinterest that correspond to the Subordinated Notes, the Trustee shall take from the General Fundthe necessary amounts to pay the remaining balance. In case that theamounts in the General Fund are not enough for such payment, the Trustee shall take the amountsdeposited in the Guaranty Account to pay the corresponding amounts to the Subordinated Holders,according to the provisions of the Subordinated Notes;
 
 

 
5. The amounts in the Reserve Fund shall be applied in fourth place to pay totally or partially theoutstanding principal amount of the Preferred Notes pursuant to the following:a) Regarding the Ixe ‘09 Issuance, to pay partially or totally the outstanding principal amount ofthe Preferred Notes (i) as of the Expected Prepayment Date, pursuant to Paragraph 3 Section AClause 12, or (ii) in any other date prior to the Expected Prepayment Date in the event of a RatingDowngrading to the Preferred Notes to a rate lower than “mx.AA-” in the scale used by Standard &Poors de México, S.A. de C.V. (or any equivalent rating), in such case, the Revolving Period willnot end and the Trustee shall separate from the Income Account all additional amounts necessary topay in each of the following Payment Dates a sixth part of the total outstanding principal amountof the Preferred Notes, or (iii) in any other date prior to the Expected Prepayment Date upon theoccurrence of an Event of Default or an Early Amortization Event, and if the Preferred Holdersdeclare the termination of the Revolving Period, then the Trustee shall use all the amounts in theReserve Fund, and if such amounts are not enough, shall use all the amount in the General Fund, topay the total outstanding amounts of principal and interest of the Preferred Notes. In case ofsub-paragraph (i) or (ii) above, all amounts exceeding the required Aforo shall be used to payprincipal and interest of the Subordinated Notes pursuant to paragraphs 4 and 7 Section C Clause 8;b) Regarding subsequent issuance of Notes, to pay partially or totally the outstanding principalamount of the Preferred Notes (i) as of the Expected Prepayment Date, pursuant to Paragraph 3Section A Clause 12, or (ii) in any other date prior to the Expected Prepayment Date upon theoccurrence of an Event of Default or an Early Amortization Event, and if the Preferred Holdersdeclare the termination of the Revolving Period, then the Trustee shall use all the amounts in theReserve Fund, and if such amounts are not enough, shall use all the amount in the General Fund, topay the total outstanding amounts of principal and interest of the Preferred Notes. In case ofsub-paragraph (i) above, all amounts exceeding the required Aforo shall be used to pay principaland interest of the Subordinated Notes pursuant to paragraphs 4 and 7 Section C Clause 8;6. Upon the occurrence of an Event of Default or an Early Amortization Event once the PreferredNotes have been fully amortized, the amounts of the Reserve Fund shall be applied in fifth place tothe payment of the Rating Agencies fees that may still be outstanding, in case that the amounts ofthe Reserve Fund are not enough to make such payments, the Trustee shall use funds from the GeneralFund to pay the remaining balance;7. If payments of principal and interest under the Preferred Notes are current all and as long asafter making the corresponding payments the required Aforo is maintained according to theAssignment Agreement, the amounts of the Reserve Fund shall beapplied in sixth place as of the Subordinated Notes Expected Prepayment Date to pay partially ortotally the outstanding principal amount of the Subordinated Notes;
 
 

 
8. Once all the above payments are made, the amounts in the General Fund shall be applied to payany compensation or indemnity amounts to the Trustee pursuant to Clause 18 of the Trust; in casesuch compensations were not fully covered according to the provisions of paragraph 1 of thissection C and Clause 19, and only for the difference described on such Clause 19;9. Upon a guarantor default of the Subordinated Notes’ default that according to the documentsrelated to the Issuance and placement of the Subordinated Notes shall result in setting asideamounts from the Guaranty Account, and the reception by the Trustee of written instructions to sucheffect by the Master Servicer, and as long as the payment of all principal and interest under thePreferred Notes are current, then the Trustee shall set aside from the General Fund the amountsindicated in writing by the Master Servicer and deposit them in the Guaranty Account until thebalance of such account reaches US $1,500,000.00 (One Million Five Hundred Thousand Dollars 00/100)or its equivalent in Mexican Pesos in each case the Master Servicer shall instruct the deposit ofthe largest available amount from the General Fund in order to reach as soon as possible theaforementioned total balance. Once the total balance of the Guaranty Account reaches such amount,the Trustee shall stop making any deposits in the Guaranty Account. The Master Servicer shall givethe above mentioned instructions to the Trustee once he has verified the existence of a default bythe Subordinated Notes guarantor that according to the provisions of the documents related to theIssuance and offering of the Subordinated Notes, shall result in setting aside amounts in theGuaranty Account. The Master Servicer shall make that verification on his behalf or on behalf ofthe majority of the Subordinated Holders upon a written request. Once the event that caused thedeposit of amounts in the Guaranty Account ceases to exist, and in the other cases provided for inthe documents executed with the Subordinated Holders, the Trustee would be able to withdraw fromthe amounts deposited in the Guaranty Account and transfer them to the General Fund, according tothe specific written instructions by the majority of the Subordinated Holders with copy to theMaster Servicer;10. Unless they shall be used for the payment of other concepts according to the provisions ofClause 8 of the Trust, all amounts in the General Fund shall be used during the Revolving Period toacquire and pay Receivables according to the provisions of Clause 7, Section D of the Trust, in theunderstanding that as of the Expected Prepayment Date the Tustee shall separate from the IncomeAccount all additional amounts necessary to pay in each of the following Payment Dates one sixthof the total outstanding principal amount of the Preferred Notes. In case of termination of theRevolving Period for any cause, all the amounts that were part of the General Fund shall be appliedto the payment of the above mentioned concepts, in the priority order set forth herein.11. Once the Subordinated Notes have been fully amortized, and as long as there is not anyMaintenance Expenses outstanding balance, all the remaining amounts shall bedelivered to the Beneficiaries in Third Place, in the proportion corresponding to theircontributions, according to the provisions of the Trust.
 
 

 
**7.7. Obligations of the Trust Settlors.**The obligations of the Trust Settlors are the following: a) To comply in all material aspects withapplicable law and with the payment of tax obligations, including those related to the payment ofVAT with respect to the Assigned Receivables, and the delivery of documents that evidence suchpayments, and with any other obligation set forth in the Trust; b) To take any other additionalrequired action to execute the Assignment to the Trust of the Receivables, and if necessary, tostart any reasonable required legal action to defend such assignment, and to cooperate with theTrustee, the Master Servicer, and the Sub-Servicer to sue the Debtors of Assigned Receivables, incase of default of their payment obligations, according to the provisions of the Master ServicesAgreements, and the Sub-Servicing Agreements; c) To notify the assignment of the AssignedReceivables to their corresponding Debtors, and to instruct such Debtors to make the correspondingpayments to the Income Account or to any other account opened by the Trustee, according to theprovisions of Clause 7, Section A; d) To act as depositary of the Trust with respect to all incomereceived from the Assigned Receivables , and to immediately deposit such income in the IncomeAccount (in any case no later than the third Business Day following the date of receipt; e) Deliverto the Trustee, the Preferred Holders, and the Subordinated Holders, prior to April 30 of eachyear, a copy of their corresponding audited financial statements for the previous accounting year;f) If applicable with respect to the Notes issued by the Trust, to deliver to the CNBV the requiredinformation of the Settlors pursuant to the *Ley del Mercado de Valores*, and to deliver to the BMV,as appropriate, the information referred to in provision 4033.00 and Section Second, Chapter 5 ofthe BMV Internal Rules, so that in case of default with such obligations, the disciplinary andcorrective measures shall be applied through the corresponding bodies and proceedings. Likewise,they shall appoint the persons in charge of delivering the aforementioned information, and g)Deliver to the Trustee all reasonable information that it may request within a reasonable period oftime considering the nature of the requested information**7.8. Issuance Committee and Technical Committee of the Trust**. According to the provisions ofArticle 80, third paragraph of the Financial Institutions Act of Mexico, the Trust created anIssuance Committee and a Technical Committee.A. The Issuance Committee.1. The Issuance Committee shall be formed by 3 (three) members, initially appointed by theSettlors. As of the date of Ixe ‘09 Issuance of Preferred Notes the Settlors shall appoint 2 (two)members of the Issuance Committee and the Preferred Holders shall appoint 1 (one) member of theIssuance Committee.
 
 

 
2. The authority and rights of the Issuance Committee will only include(a) Regarding the Ixe ‘09 Issuance: (i) the authorization and written instruction to the Trustee tocarry out the Ixe ‘09 Issuance of Preferred Notes to be issued under the Trust; (ii) defining theterms and conditions of the Preferred Notes of the Ixe ‘09 Issuance, not included already in theTrust Agreement or in the related Operating Agreements, including but not limited to, the principalamount, the interest rate, and other related terms, conditions and characteristics of suchIssuance, (iii) to instruct the Trustee to execute all necessary documents and agreement to carryout the Ixe ‘09 Issuance of Preferred Notes, and to carry out all necessary amendments to the otherTransaction Contracts; (iv) to authorize the expenses and fees of the Trustee, the Master Servicer,the Sub-Servicer and the Rating Agencies, and all other Issuance Expenses necessary to carry outthe Ixe ‘09 Issuance of Preferred Notes; (v) to instruct the Trustee to pay the fees and expensesmentioned in number (iv) above on the issuance date with the funds of the Trust Estate, and (vi) toinstruct the Trustee to execute all the Operating Agreements and amendment agreements thereto.(b) Regarding any Additional Issuances: (i) the authorization and written instruction to theTrustee to carry out one or more additional issuances of Preferred Notes or Subordinated Notes tobe issued under the Trust; (ii) defining the terms and conditions of the Preferred Notes and theSubordinated Notes, not included already in the Trust Agreement or in the related OperatingAgreements, including but not limited to, the principal amount, the interest rate, and otherrelated terms, conditions and characteristics of such Issuance, (iii) to instruct the Trustee toexecute all necessary documents and agreement to carry out such additional issuances of PreferredNotes and Subordinated Notes, and to carry out all necessary amendments to the other TransactionContracts; (iv) to authorize the expenses and fees of the Trustee, the Master Servicer, theSub-Servicer and the Rating Agencies, and all other Issuance Expenses necessary to carry out suchadditional issuances of Preferred Notes and Subordinated Notes; (v) to instruct the Trustee to paythe fees and expenses mentioned in number (iv) above on the issuance date with the funds of theTrust Estate, and (vi) to instruct the Trustee to execute all other necessary document orinstrument to carry out such additional issuances.B. The Technical Committee.The Technical Committee shall be formed by 3 (three) members and their corresponding substitutes.The members of the Technical Committee shall be appointed according to the following: (a) TheSettlors will have the right to jointly appoint 1 (one) member of the Technical Committee and hiscorresponding substitute; (b) The Preferred Holders will have the right to appoint 2 (two) membersof the Technical Committee and their corresponding substitutes; (c) the principal and alternatemembers of the Technical Committee will have the same rights and authority; (d) The appointment ofthe principal and alternate members of the Technical Committee will take place by written notice tothe Trustee who shall keep a registry of the members of the Technical Committee; (e) The presidentof the Technical Committee will be appointed by the majority of its members and will not have atie-breaking vote, and (f) the appointment of the Technical Committee members will be honorary sothey will not receive any compensation for their services.
 
 

 
The authority and rights of the Technical Committee shall be the following: (a) supervise the dueapplication of the amounts in the Trust Estate; (b) notify in writing to the Trustee, theresignation and appointment of the members of the Technical Committee; (c) review, analyze andapprove the monthly statements delivered by the Trustee; (d) instruct the Trustee with regard toall the actions that shall be taken by it to comply with the purposes of the Trust, but only inthose cases not expressly provided for in the Trust Agreement; (e) In case of Default by the MasterServicer or if the Master Servicer Agreements are terminated for any reason, (i) appoint a newMaster Servicer, (ii) negotiate the terms and conditions for the execution of the correspondingBond Administration Agreement or Master Servicer Agreements, and (iii) instruct the Trustee toexecute the new Bond Administration Agreement or Master Servicer Agreements; (f) In case of Defaultby the Sub-Servicer, or in case the Sub- Servicing Agreements are terminated for any cause, (i)appoint a new Sub-Servicer, as appropriate, to render the management and collection services withrespect to the Assigned Receivables, (ii) negotiate the terms and conditions for the execution ofthe corresponding Sub-Servicing Agreements; (iii) instruct the Trustee to execute the newSub-Servicing Agreements; (g) supervise and procure that the Trustee complies with its disclosinginformation obligations according to the provisions of the Trust; (h) instruct the Trustee tomodify the Trust pursuant to Clause 20 of the Trust; (i) substitute the Trustee according to theprovisions of the Trust; (j) the remaining acts that may correspond to the Technical Committeepursuant to the Trust and the other Transaction Contracts, with the understanding that in thosecases in which the Technical Committee approval is required without setting a deadline for suchapproval, the Technical Committee shall render its corresponding resolution within 90 (ninety)calendar days following the date such matter was filed for approval, or, if due to the absence ofsuch resolution the rights of the Preferred Holders are affected, according to the correspondingPreferred Note, the Preferred Holders shall adopt the corresponding resolution.**8. Summary of the Assignment Agreement.**On March 23, 2005, simultaneously with the execution of the Trust, Covisa, Alcali andComercializadora (merged into Covisa effective as of June 1, 2008), in their capacity of assignors,executed the Receivables Assignment Agreement with the Trustee of the Trust at that moment, in itscapacity of Assignee.On March 31, 2009, after prepaying the total outstanding amount of the “Certificados BursátilesPreferentes” issued by the Trust, Covisa, Alcali and BofA, as Trustee of the Trust, with theconsent of Rabobank, as the holder of the Subordinated Notes, executed a first amendment agreementto the Receivables Assignment Agreement by virtue of which the Assignment Agreement was amended andrestated in its entirety.On June 25, 2009, Covisa, Alcali and BofA, as Trustee of the Trust, with the consent of Rabobank,as the holder of the Subordinated Notes, executed a second amendment agreement to the ReceivablesAssignment Agreement by virtue of which some formulasin the Assignment Agreement were amended to adjust the Required Reserves pursuant to a request ofStandard & Poors.
 
 

 
A brief summary of the main relevant provisions of the Assignment Agreement is presented below.Such summary does not pretend to be exhaustive or sufficient, hence it is necessary to refer to theterms and conditions contained in the Assignment Agreement.**8.1 Receivables Assignment.**A. Assignment. In accordance with articles 389, 390, 391 and other relevant articles of theCommercial Code of Mexico, and with articles 2029, 2032, 2033, 2046 and other relevant articles ofthe Civil Code for the Federal District of Mexico and the corresponding Civil Codes for the rest ofthe states of the Mexican Republic, and in accordance with the provisions of the Trust, theAssignors assigned in favor of the Assignee, and the Assignee accepted the assignment of allReceivables in existence or to be created starting from March 31, 2005, derived from PurchaseOrders of goods or services which were delivered by each of the Clients of the Assignors, exceptfor their respective affiliates, within Mexican territory. The Assignors delivered to the Assigneea list of the Clients whose Receivables were assigned by the Assignment Agreement (withoutprejudice that in the future it may be possible to assign Receivables of new Clients included inDaily Lists and duly notified pursuant to the Assignment Agreement). The assignment of suchReceivables includes all rights that legally or de facto derived from them, without any limitationwhatsoever, including Guarantees, Collections, as well as any accrued interests and accessories, ifany, or to be accrued with respect to such Receivables, as from the agreed date, provided howeverthat the assignment does not include the Assignor’s obligations related to such Receivables. TheAssignee ratified its acceptance of such assignments for all purposes and effects as provided inthe Assignment Agreement. The Receivables of each of such Clients will be individually identifiedon the Daily Lists, in accordance with the provisions of Section 3, Subsection B of the AssignmentAgreement.B. Identification of the Assigned Receivables. The Assignors assigned in favor of the Assignee, andthe Assignee accepted the assignment of the Receivables identified in the Daily Lists pursuant tothe Assignment Agreement, including all rights that legally or de facto derived from them, withoutany limitation whatsoever, including Guarantees, Collections, as well as any accrued interest andaccessories, if any, or to be accrued with respect to such Receivables. The Assignee ratified itsacceptance of such assignments for all purposes and effects as provided in the AssignmentAgreement. In addition, in accordance with the provisions of the Assignment Agreement, the Assigneewill not acquire Receivables which derive from Purchase Orders of Affiliates of the Assignors.
 
 

 
C. Conditions Precedent. The obligation of the Assignee of acquiring the Receivables each BusinessDay pursuant to the Assignment Agreement, is subject to compliance of the following conditionsprecedent on each Business Day, unless the Assignee resigns to comply with them: a) the recordingof the Assignment Agreement in the Public Registry of Commerce located in the corporate domicile ofthe Assignors, provided however, ifthe Assignment Agreement was not recorded within 30 (thirty) days from the Issuing Date, theAssignee would stop paying Considerations derived from the Receivables until the respectiverecording takes place (the Assignment Agreement was duly recorded within such period); b) that theRevolving Period had not ended, and c) that the representations and guarantees of the Assignorspursuant to the Assignment Agreement be true and correct in all material respects. The Assigneewill acquire Receivables during the Revolving Period up to the maximum amounts permitted for sucheffects by the Trust. The Revolving Period will automatically end upon the occurrence of any of theevents referred to in paragraphs 1, 5, 9, 10, 11y 12 of Section 8 Subsection A of the AssignmentAgreement.D. Existence and Legitimacy of the Receivables. Pursuant to article 391 and other relevant articlesof the Commercial Code of Mexico and articles 2042 an other relevant articles of the Civil Code forthe Federal District of Mexico and the corresponding articles of the Federal Civil Code and theCivil Codes for the states of the Mexican Republic, the Assignors guarantee to the Assignee theexistence and legitimacy of the Assigned Receivables, but not the solvency of the Debtors, hencethe Assignee will not have rights, actions or claims of any kind against the Assignors with respectto the solvency of the Debtors of the Assigned Receivables.E. Eligibility Requirements. The Assignee will rely on the information provided by the MasterServicer, as provided in the Bond Administration Agreement, and the Master Servicer Agreement, ifapplicable, with respect to the amounts and percentages of the Assigned Receivables whichconstitute Eligible Rights.F. Assignment Execution.1. Daily Lists. Each Business Day during the term of the Assignment Agreement, the Assignors maydeliver to the Assignee through the Master Servicer a list of the Receivables transferred to theAssignee in such date, where the respective Consideration and the information set forth in theAssignment Agreement will be specified. The Daily Lists will be prepared by the Master Servicer, inits capacity as agent of the Assignors in accordance with the provisions of the Master ServicerAgreements. The Assignors, as of the date of execution of the Assignment Agreement acknowledged andratified the assignment of all and each of the Receivables included in any of such Daily Lists. TheDaily Lists may be delivered through electronic means. The data messages transferred by such meanswill be valid and binding for the parties of the Assignment Agreement, in accordance with theprovisions of article 93 and other relevant articles of the Commercial Code of Mexico and any otherapplicable legal provisions.The Assignors will deliver to the Assignee through the Sub-Servicer within the following 5 (five)Business Days from the date of delivery of each Daily List, the respective Purchase Orders and allthe respective information related to the Receivables included in each of the Daily Lists, (i) dulyendorsed in favor of the Assignee as provided in the Assignment Agreement, in cases where thenature of the documents containing the Receivables allows so, or (ii) with a legend in terms of theAssignment Agreement.
 
 

 
2. Legends. All documents containing Receivables, including without limitation invoices and anyother non-negotiable instruments, shall contain a legend in the following terms:“This document and all Receivables covered by it have been assigned to the irrevocable issuance,administration, and payment Trust number F/251 created on March 23, 2005, in Bank of America, S.A.,lnstitución de Banca Multiple, Grupo Financiero Bank of America, Trust Division”.Those documents containing Assigned Receivables which constitute negotiable instruments shall havethe following endorsement:“Endorsed in favor of Bank of America, S.A., lnstitución de Banca Multiple, Grupo Financiero Bankof America, Trust Division, in its capacity as trustee of the irrevocable Trust, for the issuance,administration and payment number F/251 created on March 23, 2005, in such institution”.In case of substitution of the Trustee pursuant to the provisions of the Trust Agreement, suchlegends shall be modified accordingly.3. Other documents. In addition, the Assignors shall execute any additional documents orinstruments as reasonably required by the Assignee that are required for the perfection of theassignment of the Assigned Receivables and the Guarantees, if such is the case.G. Assignment Notice. The Assignee will have the right to notify the respective Debtors theassignment of Assigned Receivables in accordance with the provisions of articles 389 of the GeneralLaw for Negotiable Instruments and Credit Transactions of Mexico, 390 of the Commercial Code ofMexico, 2036 and other relevant articles of the Civil Code for the Federal District and thecorresponding provisions of the Federal Civil Code and the Civil Codes for the states of theMexican Republic. Notwithstanding the above, the Assignors committed at the execution of theAssignment Agreement to notify immediately after the execution of the agreement and no later thanthe following 30 (thirty) Business Days, before a notary public, or before two witnesses, asprovided in applicable law, to the Debtors of the Assigned Receivables, the assignment of suchReceivables in favor of the Assignee, and to notify them the corresponding Income Account or anyother bank account of the Assignee created for those purposes pursuant to Section 7 Subsection B ofthe Trust Agreement and to instruct them to make all payments as of such date in connection withthe Assigned Receivables precisely in such Income Account or to any other bank account mentionedabove. Such notices shall as well refer to the assignment of such Debtor’s Receivables to becarried out in the future.Additionally, the Assignors committed to notify in writing, immediately after each subsequentassignment of Receivables, before a notary public or before two witnesses, as provided inapplicable law, to each of the Debtors of the Assigned Receivables, not previously notified, theassignment of such Receivables and the corresponding Income Account or any other bank account ofthe Assignee opened for those purposes pursuant toSection 7 Subsection B of the Trust Agreement and to instruct them to make all payments as of suchdate in connection with the Assigned Receivables precisely in such Income Account or to any otherbank account mentioned above. Such notices shall as well refer to the assignment of such Debtor’sReceivables to be carried out in the future.
 
 

 
The Assignors committed to deliver to the Assignee, through the Sub-Servicer and within 10 (ten)days following the date when such notifications take place, the documents, records, deeds orpolicies where each notification is contained. The above mentioned notifications shall be made interms substantially similar to formats attached to the Assignment Agreement for such purposes.If the Assignors obtain in writing from the Debtors of the Assigned Receivables the acknowledgementand acceptance of the Assignment, it will not be necessary to make the notification with the abovementioned formalities.In case that, notwithstanding the above, the Debtors of the Assigned Receivables continue to makethe payment in the Collection Accounts or in any other account of the Assignors, or by any othermeans, to the Assignors and not to the Assignee, the Assignors will be considered as depositariesof the Assignee regarding the amounts so received, and shall withdraw such amounts and any of theproceeds generated from the Collection Accounts or from any other account of the Assignor, ifapplicable, and immediately deposit them in the Income Account, in any event no later than thethird Business Day following the date of receipt thereof.H. Revolving Period Termination. At the end of the Revolving Period, the Assignee must stopacquiring Receivables from the Assignors, and will deliver to each Debtor that was notified of theassignment in terms of Section 3 Subsection G of the Assignment Agreement, all notices that may benecessary or convenient, pursuant to the instructions given for such purposes by the Assignors inconnection with the new Receivables to be generated in the future.**8.2 Eligibility Requirements.**A. Master Servicer’s Statement. In accordance with the provisions of the Bond AdministrationAgreement, the Master Servicer will determine which Receivables comply with the EligibilityRequirements set forth in Section 2 Subsection B of the Assignment Agreement.
 
 

 
B. Eligibility Requirements. In accordance with the Assignment Agreement, in order for anyReceivables to be considered as an Eligible Right, such Receivables must comply with the followingeligibility requirements: a) that it not be a Cancelled Receivable Right or a Matured ReceivableRight or a Receivable Right whose Debtor is a Debtor of Matured Receivables; b) that suchReceivables be generated in the normal course of business of the Assignors, respectively; c) thatit not be a credit for sale of products to Affiliates of any of the Assignors; d) that thecorresponding Debtor not be a government or governmental entity; e) that they constitute validpayment obligations enforceableagainst the corresponding Debtor; f) that the corresponding Debtor has received from the respectiveAssignor a written notice of the Assignment and instructions in order to make the payments in theIncome Account of the Trust; g) (i) that the original payment period does not exceed 120 (onehundred and twenty) natural days from the date in which it was generated, and that the paymentperiod on the date when such Receivables is transferred to the Assignee not be longer than 60(sixty) natural days, unless the Master Servicer agrees to the contrary prior to the assignment ofthe corresponding Receivables, and (ii) if such Receivables expires and becomes enforceable beforethe Payment Date; provided however that the value in Pesos of Receivables with payment terms longerthan 60 (sixty) natural days since the date on which such Receivables were transferred to theAssignee with the consent of the Master Servicer according to subsection (i) above, shall notexceed 5% (five percent) of the value in Pesos of the total Eligible Rights Assigned on thescheduled date of termination, unless the consent of the Technical Committee is obtained andprovided that once the payment term of such Receivables is equal to or less than 60 (sixty) naturaldays, such Receivables will not be taken into account for the calculation of the 5% limit mentionedabove; h) that the rights of the Assignors over their respective Receivables be free from any lien,and that on the assignment date according to the Assignment Agreement, the corresponding Debtorhas no set-off right or any claim whatsoever, except for any agreed discount or claim fornon-compliance of agreed guarantees pursuant to the Purchase Order, provided however that: (i) ifthe respective claim, demand, set off, or legal action only affects a portion of the remainingbalance of the respective Receivables, then it will be considered that the non-affected portion ofsuch Receivables complies with the eligibility requirement pursuant to the Assignment Agreement,and (ii) the Receivables against a Debtor which in turn has accounts for collection against thecorresponding Assignor, will comply with the eligibility requirements pursuant to the AssignmentAgreement, if and only if the Debtor signs an agreement in reasonably acceptable terms for theAssignor pursuant to which such Debtor resigns its right a set off of the amounts that any of theAssignors owes him against the amounts owed pursuant to the Receivables; (i) that such Receivablesbe in force and constitutes a valid obligation of the corresponding Debtor, which is enforceableagainst such Debtor, in accordance with its terms and conditions; (j) that the Receivables and thePurchase Order from which it is derived do not breach any legal applicable provision whatsoever;(k) that such Receivables have them generated in accordance to applicable requirements pursuant tothe Collections and Credit Policies; (l) that any of the Assignors has complied with its mainobligations in accordance to the respective Purchase Order; (m) that there be no material breach inthe agreed representations of the corresponding Purchase Order; (n) that the consent of therespective Debtor be not required in order to assign the Receivables pursuant to the AssignmentAgreement; (o) that the Assignors be the legitimate holders of such Receivables and that whenassigning it to the Assignee, the latter acquires all the rights over it free from of any liens andclaims except for the provisions of paragraph (o) above, (p) that the total of the AssignedEligible Rights in Dollars does not exceed 4% (four percent) of the total Assigned Receivables ,(q) that such Receivables complies with the rest of the requirements as agreed by the partiespursuant to the Assignment Agreement, and (r) that with respect to Alcali’s Receivables, the totalof Alcali’s Eligible Rights Assigned do not exceed 23% (twenty three percent) of the total AssignedReceivables.
 
 

 
**8.3 Consideration**.A. Initial Consideration. Initially, the amounts for the payment of the Eligible Rights Assignedwill derive from the Issuance and offering of the Preferred Notes and from one part of the proceedsof the Issuance and offering of the Subordinated Notes, and the amounts for the payment of theNon-Eligible Rights Assigned will derive only from the issuance and offering of the SubordinatedNotes, in accordance with the provisions of the Trust.B. Determination of the Consideration for Subsequent Assignments. Subject to the provisions of thefollowing Subsection D, and to the rest of the applicable provisions of the Assignment Agreement,the Consideration for the Assigned Receivables by the Assignors to the Assignee pursuant to theAssignment Agreement, will be the value that each such Receivables has, pursuant to thecorresponding invoices and other related documentation, (i) including the corresponding VAT, and(ii) with reductions that correspond for any Dilution, due to discounts or other reductions agreed,as applicable, pursuant to the provisions contained in the documentation of such Receivables.C. Payment Date of the Initial Assignment Consideration. The Assignee will pay the correspondingamounts pursuant to Section 4 Subsection B of the Assignment Agreement, starting on the IssuanceDate, as the copy of the notifications to the Clients (or the evidence of the acknowledgement ofthe Assignment by them) are being delivered to the Assignee pursuant to the provisions ofSubsection G (Notification of the Assignment) of Section 8.1 above. Any remaining portion will becovered pursuant to the provisions of the following Subsection D or, if applicable, at the momentof the termination of the Trust through the delivery of the remaining amounts in the Trust Estatepursuant to the provisions of the Trust Agreement.D. Master Payment for Subsequent Assignments Consideration. The Aforo will be determined by theAssignee through the Master Servicer in each Assignor’s Payment Date. The Consideration of AssignedReceivables will be paid by the Assignee to any of the Assignors, as it may correspond. during theBusiness Day on which the respective Assignment takes place, if and only if the notice to theClients was delivered when necessary, pursuant to the provisions of Subsection F (AssignmentsPerfection) of Section 8,1 above, provided however, that the Assignee will only pay suchConsideration if after making the corresponding payment, the Aforo is still equal or higher than 1(one). For purposes of determining the amounts that shall be delivered to the Assignors in eachAssignor’s Payment Date, the following rules will apply: a) in case that after giving effect to thetotal payment of the Consideration the required Aforo is met, the Assignee will make such paymentin full to the Assignors, and b) in case it is not possible to make the total payment of theConsideration without defaulting with the required Aforo, the Assignee will make a partial paymentof the Consideration up to the possible amount, if applicable, and will pay the rest of theConsideration as soon as possible defaulting with the required Aforo, unless the Assignors proceedaccording to Subsection E below, in which case when receiving the cash or the additional EligibleRights, as the case may be,the Assignee will increase the partial payment or will conduct the total payment, as it maycorrespond, no later than the Business Day following to the date in which the Assignees carry outany of the actions mentioned in such Subsection E, if applicable (any remaining portion will becovered at the moment of termination of the Trust by delivering the remaining amounts in the TrustEstate in accordance with such Trust).
 
 

 
E. Reestablishment of the Aforo. In case that in any of the Cut-off Dates the required Aforo is notmet, the Assignee will notify such event to the Assignors, who in such case may assign additionalEligible Rights to the Assignee or make additional cash contributions to the Trust Estate, so thatafter making the corresponding payment, the required Aforo is met pursuant to the AssignmentAgreement.F. Other Payment Terms and Conditions. All the amounts that the Assignee owes to the Assignorspursuant to the Assignment Agreement will be paid in immediate available funds, without anywithholding or deduction whatsoever by depositing the due amounts in the account that the Assignorsindicate in writing for those purposes.**8.4. Determinations; Settlement.**A. Determinations. Pursuant to the Assignment Agreement, on each Monthly Report Date during theterm of the Assignment Agreement the following will be made:I. Aforo Level. The Assignee, through the Master Servicer will determine the Aforo on eachAssignor’s Payment Date based on the Daily Reports which the Master Servicer will deliver pursuantto the Bond Administration Agreement. In case that on any Assignor’s Payment Date the Aforo is lessthan the required Aforo pursuant to Section 8.3 Subsection D above, the Assignee, through theMaster Servicer, will immediately notify such event in writing to the Assignors, who mayreestablish it as from such notice in accordance with the provisions of Subsection E of saidsectionIn such case, the Assignee, through the Master Servicer, will determine if the Aforo Level will beincreased during the following 10 (ten) Business Days and if at the end of such period thoseincreases, measured in Pesos, represent a sufficient amount in order to cover the Partial Cost ofInterest, it will notify it in writing to the Assignors with a copy to the Preferred Holders at theend of each subsequent 10 (ten) Business Days period until the Aforos reaches the required levelspursuant to Section 8.3 Subsection D above.In all calculations that have to be made pursuant to this Agreement, the Master Servicer willconsider the VAT within the amounts of the Assigned Receivables.2. Deemed Collections. The Assignee, through the Master Servicer will determine during therespective Settlement Period if: a) the Remaining Balance of any Receivables has been reduced orcancelled as a consequence of the respective goods or services being defective, or if some cashdiscounts have been applied, or if any other adjustment has been made by the Debtor, or as a resultof any governmental action, or b) the Remaining Balance of any Receivables has been reduced orcancelled as a consequence of any setoff resulting from any claim of the corresponding Debtor, or c) the Remaining Balance of anyReceivables has been reduced or cancelled as a consequence of the Assignors’ obligation to, as itmay correspond, paying any reimbursements or reductions, or d) the Remaining Balance of anyReceivables resulted lower than the amount considered to calculate the Total Net Balance (except bythe fact of having received Collections, or that such Receivables has been converted in an MaturedReceivables), or e) any of the representations by the Assignors in the Assignment Agreement aremisleading or false in any material aspect in connection with any Receivables on the date when suchReceivables was transferred to the Assignee.
 
 

 
In any of those events, it will be deemed that any of the Assignors, as it may correspond, receiveda payment of such Receivables (the “Deemed Collections”) (i) in case of paragraphs (a) to (c)above, for up to the amount of the reduction or cancellation, (ii) in case of paragraph (d) above,for up to the difference between the real Remaining Balance and the amount considered for thecalculation of the Total Net Balance, and (iii) in case of paragraph (e) above, for up to theRemaining Balance of such Receivables.In any of such cases, any of the Assignors, as it may correspond, shall reimburse to the Assigneethe amount of such Deemed Collection or assign to the Assignee additional Eligible Rights for avalue equal to such Deemed Collection no later than the following 10 (ten) Business Days after thedate on which the Assignors received from the Assignee (directly or through the Master Servicer) anotice in writing for such purposes. In case that the respective Assignor performs the above, theAssignee may set-off such Deemed Collections against the payable Considerations to the respectiveAssignor for the assignment of Eligible Rights in the following Calculation Periods.B. Settlement Dates. In each Settlement Date during the term of this Agreement, the Assignor, basedon the Reports made by the Master Servicer, will make the payment of the Consideration to theMaster Servicer and the rest of the Maintenance Expenses that are payable in such date inaccordance with the provisions established such purposes in the Bond Administration Agreement andin the Trust Agreement.C. Changes to the Concentration Limit by each Client. In case that the Master Servicer and theRating Agencies determine any modification to the Concentration Limit for each Client, the Assignormust present such information to the Assignees (directly or through the Master Servicer) with thelongest anticipation possible to the date on which such change will be effective. The AssignmentAgreement contains an exhibit setting forth the Concentration Limits by each Client higher than 3%and applicable to specific Clients in the execution date of the Assignment Agreement. Such Clientsare the following:     Client Concentration Limit Cerveceria Modelo unlimited Nestlé de Mexico  7.5%Avon  6%
 
 

 
The above mentioned percentages may vary during the term of the Assignment Agreement. In addition,during the term of the Assignment Agreement, it will be possible to add other specific Clientswhich Receivables may have Concentration Limits by Client higher than 3%.**8.5. Anticipated Termination.**A. Anticipated Termination Events. In accordance with the provisions of the Assignment Agreement,any of the following events will constitute an Anticipated Termination Event:1. Lack of Payment. Any Event of Default that causes the Early Amortization of the Notes, asprovided in the corresponding resolutions of the Issuance Committee and the corresponding Notes;2. Non-Compliance with the Assignment. In case that the Assignors breach their obligation toexecute and deliver the required documentation, as provided in the Assignment Agreement;3. Non-Compliance with the Acquisition. In case that the Assignee breaches its obligation toacquire Receivables, as provided in the Assignment Agreement;4. False representations and Warranties. In case that any representation or warranty made by theAssignors in the Assignment Agreement or any other information provided by the Assignors resultfalse, incorrect or incomplete in any material respect;5. Non-Compliance with the Aforo. In case that during any consecutive 10 (ten) Business Days periodthroughout the term of the Assignment Agreement, the required Aforo is not met pursuant to Section8.3 Subsection D above, and if at the end of such period the Aforo level is not increased to coverthe corresponding Partial Cost of Interest pursuant to paragraph 1, Section 5 Subsection A of theAssignment Agreement, regardless of weather such increases are made automatically or through anassignment of additional Eligible Rights or through the contributions of additional cash amounts tothe Trust Estate;6. Attachments. If any of the assets of the Assignors with an aggregate total value equal or higherthan U$25,000,000 (Twenty Five Million Dollars) is totally or partially attached by judicial oradministrative authority, or by any authority of any other kind, in order to secure the payment ofdebts for an amount equal or higher than the one mentioned above, and if the execution of suchattachments has an adverse and material effect in the rights of the Preferred Holders, unless suchattachments, at the Assignor’s discretion, is notoriously inapplicable or if it may be challengedin good faith by any of the Assignors and such challenge has a good chance of success;7. Taxes. If the Assignors, as the case may be, stop paying any material tax debt of theircompanies, or any contributions to the Instituto Mexicano del Seguro Social, to the Instituto pareel Fomento Nacional de la Vivienda para los Trabajadores or to the Sistema de Ahorro para elRetiro, and if such non-compliance has a material adverse effect for theAssignors, as it may correspond, except for those cases when such payment is being challenged ingood faith by the Assignors through the adequate procedures and subject to the previousimplementation of the corresponding reserves;
 
 

 
8. Labor Conflicts. If the employees of any of the Assignors’ companies initiate a legitimatestrike which prevents the normal course of the operations of any of the Assignors, and such strikelasts for over 45 days, and if at the Rating Agencies’ discretion it has a material adverse effectin the rights of the Preferred Holders;9. Master Servicer Agreements, Sub-Servicing Agreements and Bond Administration Agreement. In casethat any of the Master Services Agreements, the Sub-Servicing Agreements, or the BondAdministration Agreement are terminated and a new agreement with a Substitute Master Servicer or aSubstitute Sub-Manager has not been executed, as the case may be, within the periods provided inthose agreements;11. Average Default Ratio. If at any Monthly Report Date the Master Servicer reports that theAverage Default Ratio of the last Calculation period is higher than 3% (three percent);12. Rate for the Three Month Dilution Average. If at any Monthly Report Date the Master Servicerreports that the Rate of Dilution for the last 3 (three) Calculation periods is higher than to 5%(five percent), or13. Early Amortization Events. Upon the occurrence of an Early Amortization Event of PreferredNotes and the Revolving Period is terminated pursuant to the Trust.B. Early Termination Consequences. Upon the occurrence of an Early Termination Event, the Assignoror the Assignees, as the case may be, may terminate the Assignment Agreement by a simple writtennotice given to the other party.