Assignment Title granted by the Secretariat of Infrastructure, Communications and Transport to Public Trust No. 1936 (FONADIN) for the operation and exploitation of the Mexico-Toluca Intercity Train — SHCP — MX

DOF: 19/07/2022

TITLE of Assignment granted by the Secretariat of Infrastructure, Communications and Transport, in favor of public trust number 1936 named National Infrastructure Fund, constituted in the National Bank of Public Works and Services, National Credit Society, Development Banking Institution as Fiduciary Institution, for the operation and exploitation of the general rail communication route corresponding to the Mexico-Toluca intercity train, as well as for the provision of the public service of railway passenger transport in the regular intercity modality on said railway line.

A seal with the National Coat of Arms appears at the margin, which reads: United Mexican States.- COMMUNICATIONS.-

Secretariat of Infrastructure, Communications and Transport.

ASSIGNMENT GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE SECRETARIAT OF INFRASTRUCTURE, COMMUNICATIONS AND TRANSPORT, IN FAVOR OF PUBLIC TRUST NUMBER 1936 NAMED NATIONAL INFRASTRUCTURE FUND, CONSTITUTED IN THE NATIONAL BANK OF PUBLIC WORKS AND SERVICES, NATIONAL CREDIT SOCIETY, DEVELOPMENT BANKING INSTITUTION AS FIDUCIARY INSTITUTION, FOR THE OPERATION AND EXPLOITATION OF THE GENERAL RAIL COMMUNICATION ROUTE CORRESPONDING TO THE MEXICO-TOLUCA INTERCITY TRAIN, AS WELL AS FOR THE PROVISION OF THE PUBLIC SERVICE OF RAILWAY PASSENGER TRANSPORT IN THE REGULAR INTERCITY MODALITY ON SAID RAILWAY LINE, INCLUDING PERMITS TO PROVIDE REQUIRED AUXILIARY SERVICES.

BACKGROUND

On March 2, 1995, the reform to the fourth paragraph of Article 28 of the Political Constitution of the United Mexican States was published in the Official Gazette of the Federation (DOF) to replace the regime of exclusive state participation in railways as a strategic area and establish that they are a priority area for national development under the terms of Article 25 of the same Constitution, in order to allow participation of the social and private sectors in this activity, through the granting of concessions, assignments and permits, where the State will maintain or establish ownership of the respective communication routes in accordance with the laws governing the matter.

II.

On May 12, 1995, the Regulatory Law of Railway Service was promulgated with the objective of establishing the fundamental regulatory framework for the provision of railway service.

III.

Starting in 1997, the Federal Government implemented the process of opening up railways to private participation, through the extinction of the Decentralized Public Body Ferrocarriles Nacionales de México, the granting of various concessions to private companies and assignments to public entities for the provision of the trunk freight service and the cancellation of the regular intercity public passenger railway transport service, which was provided with obsolete equipment in a slow, inefficient manner and represented a considerable subsidy, in addition it shared the railway tracks with freight railways, significantly affecting its productivity. On the other hand, the needs for interurban land transport were met by public passenger road transport given the advancement of the highway network. Thus, by 2013, only the suburban passenger railway of the Valley of Mexico from Buenavista to Cuautitlán on a double electrified exclusive track and some tourist passenger railways operated.

IV.

On February 7, 2008, the Presidential Decree ordering the creation of FONADIN as a public trust not considered a parastate entity, constituted in BANOBRAS as a fiduciary institution, was published in the DOF, as a vehicle for coordination of the Federal Public Administration for investment in infrastructure, mainly in the areas of communications and transport, assisting in the conservation, operation and transfer of infrastructure projects with social impact or economic profitability.

On October 8, 2018, the Decree by which the Decree ordering the creation of FONADIN is reformed and added was published in the DOF, through which a second paragraph was added to Third Article and Articles Fourth and Tenth of said regulation were modified.

On November 15, 2021, the second reform to the Creation Decree of FONADIN was published in the DOF, through which the purposes of FONADIN were expanded to include areas of infrastructure associated with energy and urban, in addition to adding the possibility of acquiring, administering and ceding rights and obligations established in assignments; among others.

On May 6, 2008, the Fourth Modifying Agreement to the Administration and Payment Source Trust Contract number 1936 was signed, through which the Trust of the Support Fund for the Rescue of Concessioned Highways is modified to transform it into Trust Contract 1936 named FONADIN, in compliance with said Decree.

Currently, FONADIN is (i) holder of several concessions of general highway communication routes (more than 45 toll roads); (ii) provides financial support for the realization of other infrastructure projects with public and private investment with the surplus of the toll road and bridge network, and (iii) is a shareholder of Ferrocarriles Suburbanos, S.A.P.I. de C.V., society holding the Concession for the provision of the public service of railway passenger transport in the regular suburban modality on the Cuautitlán-Buenavista route, granted by the Secretariat on August 25, 2005.

VI.

Starting in 2012, in order to address the passenger transport problem currently present in the corridor encompassing the Metropolitan Zone of the Valley of Toluca and the section connecting with the Santa Fe and Observatorio zones of Mexico City, the Federal Government, through the Secretariat, prepared technical feasibility studies, market studies, investment and financing programs, as well as cost-benefit analysis of the project named "Mexico-Toluca Intercity Train", from which its social profitability is demonstrated, whose registration was obtained in the Public Portfolio of Programs and Investment Projects administered by the Investments Unit of the Secretariat of Finance and Public Credit, with key 13093110008.

VII.

In 2013, the Secretariat, with resources from the Federal Expenditure Budget, initiated the execution of the "Mexico-Toluca Intercity Train", which comprised the elaboration of the executive project, the acquisition of the Right of Way and the construction and equipping of the Railway Infrastructure, consisting of a double electrified railway track of approximately 58 kilometers with supply and installation of Railway Subsystems, for the circulation of Trains in both directions, with a trajectory originating at the Observatorio Terminal in the west of Mexico City and destination at the Zinacantepec Terminal in the Metropolitan Zone of the Valley of Toluca, with five Intermediate Stations, a Maintenance Workshop, Yards and Stables, as well as the acquisition of Railway Equipment consisting of 30 (thirty) Trains of five articulated cars for the provision of the Public Service of Railway Passenger Transport in the regular intercity modality on the Mexico-Toluca Railway line quickly, safely and with high quality in accordance with international standards and certifications.

VIII.

The Federal Government celebrated Framework Agreements for Coordination of Actions with the Governments of the State of Mexico and Mexico City to support the development of the "Mexico-Toluca Intercity Train" project, dated December 11, 2013 and April 9, 2014, published in the DOF on January 2, 2014 and August 6, 2014, respectively, in terms of what is provided in articles 115 fraction VI and 122, subsection "C" of the Political Constitution of the United Mexican States.

IX.

The Government of Mexico City works in coordination with the Secretariat for the modernization and transformation of the Modal Transfer Center (CETRAM) Observatorio and carries out the expansion and adaptation projects of lines 1, 9 and 12 of the Collective Transport System "Metro" that will interconnect with the Mexico-Toluca Intercity Train.

The Government of the State of Mexico works in coordination with the Secretariat to establish the adequate physical and operational integration of feeder routes and paths to the Terminals and Intermediate Stations of the Mexico-Toluca Intercity Train.

XI.

FONADIN is susceptible to receiving the Assignment Title, based on the following:

(a)

On June 8, 2016, through letter number 529-I-017/16, the Fiscal Attorney of the Federation, within the scope of its attributes, confirmed that FONADIN is an economic development trust and that, therefore, it is susceptible to receiving concessions from the Federal Government on the same terms as parastate entities, since it falls under the assumption provided in the third paragraph of Article 3° of the Credit Institutions Law (LIC).

(b)

On May 10, 2018, through letter number 4.3.-774/2018, the General Director of Railway and Multimodal Development requested the opinion of the Head of the Railway Transport Regulatory Agency regarding the appropriateness of granting FONADIN the Assignment Title of the "Mexico-Toluca Intercity Train", the above in terms of what is provided by fraction VI of article 6 bis and other relevant and applicable provisions of the Regulatory Law of Railway Service.

(c)

In response to said request, on May 14, 2018, through letter number 4.5.2.- 148/2018, the General Director of Legal Affairs of the Railway Transport Regulatory Agency concluded that FONADIN can be subject to concessions on the same terms as a parastate entity and that to be able to operate and exploit a general rail communication route and provide the Public Service of Railway Passenger Transport, as is the case of the "Mexico-Toluca Intercity Train", an Assignment Title must be granted to it.

Regarding this, in conformity with article 3°, third paragraph of the LIC, which establishes that "[a]ll public trusts for economic development may be granted concessions on the same terms as parastate entities", in concordance with article 10 of the Regulatory Law of Railway Service which provides that "The Secretariat may grant assignments to states, municipalities and parastate entities of the Federal Public Administration, without being subject to the bidding procedure referred to in this Law"; the Secretariat determined to assign the present Assignment Title to FONADIN, on the same terms as parastate entities, as it is an economic development trust.

XII.

On February 9, 2018 and September 24, 2019, the National Commission of Human Rights (CNDH) issued recommendations 2/2018 and 72/2019 respectively, related to the obligation of the Mexican State to guarantee, protect and promote human rights, carrying implicit the obligation of private companies to respect human rights, cooperation with the CNDH in investigations derived from their violation, in the imposition of sanctions and the order of precedence to demand responsibility in human rights; as well as guaranteeing them to elderly persons, granting preferential tariffs, discounts and/or payment exemptions when using passenger transport.

XIII.

On July 12, 2019, the National Development Plan 2019-2024 was published in the DOF, which, in Section III. Economy. Stimulate economic reactivation, the internal market and employment, states that one of the central tasks of the current Federal Government is to stimulate economic reactivation and achieve that the economy returns to grow at acceptable rates. For this, it is required, first of all, the strengthening of the internal market, which will be achieved with a salary recovery policy and a strategy for massive creation of productive, permanent and well-paid jobs.

Likewise, it disposes that the public sector will foster job creation through sectoral programs, regional projects and infrastructure works, but also facilitating access to credit for small and medium-sized enterprises (which constitute 93 percent and generate most of the jobs) and reducing and simplifying requirements for the creation of new companies.

XIV.

On July 2, 2020, the Sectoral Program of Communications and Transport 2020-2024 was published in the DOF, which as Priority Objective 2 proposes "Contribute to the country's development through the strengthening of transport with a long-term vision, regional approach, multimodal and sustainable, so that the population, particularly in regions of lower growth, has safe, quality transport services and national coverage", and in its priority Strategy 2.1 establishes "Stimulate airport and railway infrastructure projects based on regional development priorities and social inclusion, in order to improve coverage and promote greater territorial connectivity, particularly in areas of lower growth", which in turn includes specific actions 2.1.7 and 2.1.8, which consist of "Foster the construction of railway infrastructure for passenger transport to address transport demand in order to contribute to mobility, access to employment and well-being of the population" and "Complete the construction of the Mexico-Toluca Intercity Train, to improve the well-being of the population of those metropolitan areas".

XV.

On August 20, 2020, through letter number 4.3.-741/2020, the Secretariat communicated to FONADIN that the Federal Executive determined to grant to a public entity, such as the Economic Development Public Trust, FONADIN, the Assignment for the operation and exploitation of the general rail communication route of the Mexico-Toluca Intercity Train, as well as for the provision of the public service of railway passenger transport in the regular intercity modality on said route, taking into account the magnitude of the value of the public assets of the project and the importance of ensuring the generation of socioeconomic benefits. For this purpose, the fiduciary institution of FONADIN was requested to carry out the corresponding preparation work so that it is in conditions to receive the Assignment in terms of railway regulations, with the obligation to designate, as initial consideration, understood for this Assignment Title as Initial Contribution, for the granting in its favor of said Title, the necessary resources to conclude the construction of the infrastructure and equipping of the project.

XVI.

On October 2, 2020, through letter number DPT/4050000/038/2020, the fiduciary institution of FONADIN informed the Secretariat that the Technical Committee of said trust, through Agreement CT/3ªORD/24-SEPTIEMBRE-2020/XVIII, issued in its Third Ordinary Session of 2020 authorized the following:

(i) carry out the appropriate actions so that the Secretariat of Communications and Transport (SCT) grants FONADIN the Assignment Title for the operation and exploitation of the General Rail Communication Route corresponding to the Mexico-Toluca Railway, and the provision of the Public Service of Railway Passenger Transport on said Railway, which is named Mexico-Toluca Intercity Train, and (ii) carry out the necessary management to obtain the necessary financing to pay SCT the initial consideration, understood for this Assignment Title as Initial Contribution, for the granting of the Assignment, which will be destined to conclude the construction, equipping and commissioning of the Project.

Likewise, the cited Agreement of the Technical Committee of FONADIN considers, among others, a periodic payment for availability service by the Secretariat to the Assignee, in the terms authorized by the Secretariat of Finance and Public Credit (SHCP).

XVII.

On April 29, 2021, through Agreement CT/3ªEXT/29-ABRIL-2021/II, the Technical Committee of FONADIN authorized the Secretariat as follows:

"... in relation to the railway project named 'Mexico-Toluca Intercity Train' (PROJECT), the granting of a Non-Recoverable Support in the modality of Contribution, up to the amount of $3,500 '000,000.00 (Three billion five hundred million pesos 00/100 M.N.) with Value Added Tax included (SUPPORT), in favor of the Secretariat of Communications and Transport (PROMOTER), through the General Directorate of Railway and Multimodal Development, for it to allocate by itself, or through the Government of Mexico City, to continue with the construction and equipping of the PROJECT, which includes non-recoverable associated expenses and work estimates generated prior to this authorization, understanding that, the PROMOTER must recognize the SUPPORT as investment of the Assignee when the granting of the Assignment Title of the PROJECT in favor of FONADIN is formalized ..." .

XVIII.

On August 24, 2021, following what was stated in Background XVI, through Agreement CT/7ªEXT/24-AGOSTO-2021/III-A, the Technical Committee of FONADIN authorized BANOBRAS in its capacity as Fiduciary Institution to sign the present Assignment Title.

"... in attention to the request of the Secretariat of Communications and Transport (SCT), the Fiduciary is authorized to sign in favor of FONADIN, the Assignment Title for up to 50 (fifty) years but no less than 47 (forty-seven) years, for the operation and exploitation of the General Rail Communication Route corresponding to the Mexico-Toluca Intercity Train, as well as for the provision of the Public Service of Railway Passenger Transport in the regular Interurbano modality on said Railway Line, understanding that the Fiduciary will prepare for this effect.

The above, since SCT will be responsible for carrying out the construction and equipping of the railway project named 'Mexico-Toluca Intercity Train' (PROJECT) until its completion, and to deliver to the Assignee the Infrastructure and Railway Equipment, with the Trains circulating and operating with efficiency and safety, after the satisfactory performance of pre-operational tests, with the required safety certifications ..." .

XIX.

On November 9, 2021, following what was stated in Background XVII, through Agreement CT/8ªEXT/9-NOVIEMBRE-2021/II, the Technical Committee of FONADIN authorized "... modify what was established in the AGREEMENT regarding the validity period of the Assignment Title, with the purpose that the Fiduciary signs it with a validity that starts from the date of its granting and concludes on February 8, 2058 (two thousand fifty-eight), according to the duration of the validity of FONADIN" .

XX.

On November 30, 2021, through letter number 400.1.410.21.262, the Investments Unit of SHCP issued a favorable opinion regarding the evaluation on the economic profitability of the Mexico-Toluca Intercity Train, object of the present Assignment Title, requested by the Secretariat in compliance with what is established in article 8 Bis, fraction I of the Law, with letters numbers 4.3.-914/2021 and 4.3.-1360/2021. Likewise, through letters numbers 349-B-397 and 349-B-412 dated August 31, 2021 and September 13, 2021, respectively, the Non-Tax Revenue Policy Unit of SHCP authorized the corresponding counterpayments proposed by the Secretariat with letter number 4.3.-915/2021 and addendum number 4.3.-939/2021, in terms of what is disposed in fraction III of said article of the Law.

XXI.

On March 4, 2022, following what was stated in Backgrounds XVII and XVIII, through Agreement CT/1ªORD/4-MARZO-2022/V-A, the Technical Committee of FONADIN "... authorizes the Fiduciary to issue the approval regarding the final version of the draft Assignment Title, which SICT sent to the Fiduciary on December 15, 2021, with the modification consisting in that FONADIN obligates itself to grant an Initial Contribution to SICT of 9,503 million pesos (mdp) at price value of March 2021 (two thousand twenty-one) and make a complementary investment of 816 mdp for the commissioning of the PROJECT (ADDITIONAL INVESTMENT) and that SICT obligates itself to grant a Payment for Availability Service if necessary, but without the latter establishing a multiannual commitment previously in the Federal Expenditure Budget ..." .

XXII.

On March 4, 2022, through Agreement CT/1ªORD/4-MARZO-2022/V-B, the Technical Committee of FONADIN authorized the Secretariat as follows:

"... in relation to the railway project named 'Mexico-Toluca Intercity Train' (PROJECT), the granting of an extension up to $2,000 '000,000.00 (two billion pesos 00/100 M.N.) (ADDITIONAL SUPPORT), regarding the Non-Recoverable Support in the modality of Contribution (SUPPORT), authorized through agreement CT/3ª EXT/29-ABRIL- 2021/II, to remain at $5,500 '000,000 (five billion five hundred million pesos 00/100 M.N.) with the value added tax included, in favor of the Secretariat of Infrastructure, Communications and Transport (PROMOTER), through the General Directorate of Railway and Multimodal Development, for it to allocate by itself, and/or through the Government of Mexico City, to continue with the construction, equipping and services related to the PROJECT, understanding that the PROMOTER will recognize the ADDITIONAL SUPPORT as investment of FONADIN as Assignee when the granting of the Assignment Title of the PROJECT in favor of FONADIN is formalized. "

XXIII.

The Secretariat is responsible for continuing with the construction and equipping of the Mexico-Toluca Intercity Train, until its completion and commissioning, for its delivery to the Assignee in operation and counting with the required safety certifications by applicable regulations, taking into consideration what is established in Condition 22. Payment for Availability Service and Financial Rebalancing of the present Assignment Title.

XXIV.

The Delegated Fiduciary of Public Trust 1936 named National Infrastructure Fund, has sufficient legal faculties and powers to sign the present Assignment Title on behalf of the Assignee, which have not been revoked or modified in any way, as evidenced in public deed number 49,452 dated April 12, 2021, passed before the notary of Licenciado Efraín Martín Virués y Lazos, Holder of Public Notary Office number 214 of Mexico City, whose first testimony was registered in the Public Registry of Property and Commerce with Commercial Folio number 80259 dated June 15, 2021. Likewise, it manifests that these faculties have not ended, nor have they been revoked, modified or limited in any way to this date.

XXV.

The Assignee designates as the address for receiving notifications the premises of BANOBRAS, located at Avenida Javier Barros Sierra number 515, Lomas Santa Fe Neighborhood, Álvaro Obregón Municipality, Postal Code 01219, in Mexico City.

Considering the background set forth and based on the provisions of Articles 36, fractions I, VII, VIII, XXIV, XXV and XXVII of the Organic Law of the Federal Public Administration; 1, 2 fractions I, II and VII, 3 fraction III, 4, 6 fraction VI, 9, 13, 16, 18, 19, 28 fraction V and 72 to 77 of the General Law of National Assets; Article 3, third paragraph of the Credit Institutions Law; 1, 2, 4, 5, 6 fraction II, 6 Bis, 7, 8, 8 Bis, 10, 11, 12, 13 14, 15 fraction I, 17 to 22, 24, 25, 37 fraction I, 38, 39, 40, 41, 44 fractions I and IV, 50, 53, 57, 59, 61 and 62 of the Regulatory Law of the Railway Service; 1, 2, 4, 12, 13, 14, 15, 26 fraction I, 58, 126, 134, 135, 176 and 198 of the Railway Service Regulations, and 4 and 5, fraction XI of the Internal Regulations of the Secretariat of Communications and Transport and other relevant and applicable provisions, the present Assignment is granted to FONADIN in accordance with the following:

CONDITIONS

CHAPTER ONE

DEFINITIONS

Definitions

The terms with an initial capital letter used in this Assignment Title and its Annexes shall have the following meanings, which may be used in singular or plural, and shall bind the Secretariat and the Assignee in accordance with their terms. The other terms in capital letters used in this instrument and which are not defined herein shall have the meaning attributed to them in the Law and the Regulations.

"Act of Delivery - Receipt of Assets": The document signed by the representative designated by the Secretariat and the legal representative of the Assignee, in which the physical and legal delivery to the Assignee of the Assets destined for the operation and exploitation of the Mexico-Toluca Railway and the provision of the Public Passenger Railway Transport Service is recorded, and which integrates all the legal documentation backing said delivery, in accordance with Condition 7. and Annex 10, of which the Act of Delivery-Receipt of Assets shall form part, as well as in accordance with Condition 14. and Annex 9 of this Assignment Title.

II.

"Agency": The Railway Transport Regulatory Agency, a decentralized administrative body of the Secretariat, created by Presidential Decree published in the DOF on August 18, 2016.

III.

"Annexes": The documents listed in Condition 53. of this Assignment Title and which form an integral part thereof.

IV.

"Initial Contribution": The total amount of economic resources that the Assignee undertakes to contribute to the Federal Government, through the Secretariat, for the granting of the Assignment, so that the Secretariat may use them to continue with the construction and equipment of the Mexico-Toluca Intercity Train, in the amount, timing and terms described in Condition 5. and in Annex 8 of this Assignment Title.

"Assignee": FONADIN, constituted and administered by the Banco Nacional de Obras y Servicios Públicos, Sociedad Nacional de Crédito, in its capacity as Fiduciary Institution.

VI.

"BANOBRAS": The Banco Nacional de Obras y Servicios Públicos, Sociedad Nacional de Crédito, Development Banking Institution.

VII.

"Assets": Collectively, the Real Estate Assets and the Movable Assets subject to this Assignment Title, which are described in Annex 1 and Annex 2.

VIII.

"Real Estate Assets": The real estate assets of the public domain of the Federation, which the Secretariat designates for the Mexico-Toluca Intercity Train, object of this Assignment Title, comprising the Right of Way and the Railway Infrastructure as described in Annex 1.

IX.

"Movable Assets": The movable assets of the public domain of the Federation, which the Secretariat designates for the provision of the Public Passenger Railway Transport Service and the Auxiliary Services required, object of this Assignment Title, which includes the Railway Equipment and the Equipment, as described in Annex 2.

"Fortuitous Event or Force Majeure": Means any event of nature, human acts and/or acts of authority, beyond the will of the Secretariat or the Assignee, that meet all of the following characteristics: (i) it prevents or delays the affected party from fulfilling its obligations under this Assignment; (ii) it is beyond the reasonable control of the affected party; (iii) it is not due to any act, event or condition caused by the fault, negligence or intentional act of the affected party, and (iv) it could not have been avoided by the party suffering it through the exercise of due diligence.

XI.

"Operational Control Center (OCC)": The installation located in Zinacantepec, State of Mexico, with the equipment and programs of the centralized control and information systems of the different railway subsystems with qualified and certified personnel, where Train dispatching is carried out and the movement and transit of Trains on the different sections of the Mexico-Toluca Railway are controlled, including the railway tracks in Yards, Stables and Maintenance Workshop, to provide the Public Passenger Railway Transport Service efficiently and safely, which also includes the energy control center, the telecommunications and signaling center and the monitoring center for Civil Railway Works, with the characteristics described in Annex 1 and Annex 2.

XII.

"Observatorio CETRAM": The modal transfer center, where different modes of passenger transport will converge, which includes or will include, once built: (i) the Terminals of lines 1, 9 and 12 of the STC Metro; (ii) the Observatorio Terminal of the Mexico-Toluca Intercity Train; (iii) the western terminal of intercity buses of Mexico City; (iv) stops for urban buses and taxi bays; (v) bays for private vehicle access; (vi) parking lots; (vii) pedestrian access and walkways, and (viii) other works, including integrated real estate and/or commercial developments.

XIII.

"Receivables": The income that the Assignee has the right to collect, composed of Railway Revenues, the Availability Service Payment, charges derived from insurance policies, except for those amounts that must be destined for the repair and/or compensation of damage derived from the update of the insurable risk, and any other income, reimbursement, indemnification or settlement to which the Assignee is entitled in relation to this Assignment Title and, in accordance with Applicable Legislation.

XIV.

"Right of Way": The strip of land required for the construction, conservation, expansion, protection and, in general, for the proper use of the Mexico-Toluca Railway, whose dimensions and characteristics are established in Annex 1.

XV.

"Business Day": Any day of the calendar, except Saturdays, Sundays, January 1st; February 5th; March 21st; May 1st; May 5th; September 1st and 16th; November 20th; October 1st of every 6 (six) years, when it corresponds to the transmission of the Federal Executive Power, December 25th and any other day on which credit institutions are authorized to close in accordance with Applicable Legislation.

XVI.

"Natural Day": A calendar day.

XVII.

"DOF": The Official Gazette of the Federation.

XVIII.

"Equipment": The Movable Assets other than Railway Equipment, necessary for the operation and maintenance of the Mexico-Toluca Intercity Train, as described in Annex 2.

XIX.

"Transport Equipment": The Railway Equipment consisting of at least 20 (twenty) Trains or Electric Multiple Units (EMU) used for the provision of the Public Passenger Railway Transport Service on the Mexico-Toluca Railway, with the characteristics described in Annex 2, which includes the onboard equipment for the Railway Subsystems.

XX.

"Railway Equipment": The traction, trailing, maintenance or work vehicles that run on the railway tracks, which, for the purposes of this Assignment, includes the Transport Equipment, as described in Annex 2.

XXI.

"Intermediate Stations": The facilities where Trains stop for passengers to board and alight from the Public Passenger Railway Transport Service, located at intermediate points on the Mexico-Toluca Railway, which comprise the Stations named Pino Suárez in Toluca, Tecnológico in Metepec and Lerma in Lerma, in the State of Mexico, the Santa Fe Station in Cuajimalpa de Morelos and Vasco de Quiroga in Álvaro Obregón in Mexico City, as described in Annex 1, where at least the required Auxiliary Services of ordinary terminals established by the Regulations will be provided.

XXII.

"Delivery Date": The day on which the Assets are delivered and the Act of Delivery-Receipt of Assets is signed by the Secretariat in favor of the Assignee.

XXIII.

"Effective Date of Commencement of Operations": The date on which the Assignee effectively begins the provision of the Public Passenger Railway Transport Service in accordance with the provisions of this Assignment Title.

XXIV.

"Scheduled Date of Commencement of Operations": The date established for the commencement of operations of the Mexico-Toluca Intercity Train contained in the Business Plan.

XXV.

"FONADIN":

It is the Public Trust number 1936 named National Infrastructure Fund, constituted and administered by the Banco Nacional de Obras y Servicios Públicos, Sociedad Nacional de Crédito, in its capacity as Fiduciary Institution.

XXVI.

"Operation and Maintenance Expenses": Are the expenditures of the Assignee for the operation and exploitation of the Mexico-Toluca Railway and the Provision of the Public Passenger Railway Transport Service on said route, which comprises the following expense items: (i) taxes, duties and contributions; (ii) conservation, operation and exploitation of the Railway Infrastructure; (iii) maintenance of Railway Equipment; (iv) operation and control of Trains; (v) operation and exploitation expenses of Terminals, Intermediate Stations, Yards and Stables, Maintenance Workshop, administrative and service buildings; (vi) energy for the traction of Trains; (vii) auxiliary energy in the facilities; (viii) security; (ix) cleaning; (x) administrative expenses; (xi) supervision and inspection; (xii) insurance; (xiii) studies and advisory services, and (xiv) other related expenses that have been considered in the Business Plan or expressly authorized by the Secretariat. It being understood that the payment of interest, depreciation, amortization and income tax shall not be considered part thereof.

XXVII.

"Railway Infrastructure": The totality of the elements linked to the Mexico-Toluca Railway built and/or installed on the Right of Way, composed of (i) Civil Railway Works; (ii) the Railway Subsystems for the efficient and safe operation of Trains, and (iii) other works and installations destined for the provision of the Public Passenger Railway Transport Service in accordance with this Assignment Title.

XXVIII.

"Railway Revenues": The gross income obtained by the Assignee in the corresponding period, derived from: (i) the collection of Tariffs from Users for the Public Passenger Railway Transport Service in accordance with this Assignment Title; (ii) income from the performance of railway commercial activities, and (iii) net income from real estate commercial activities in accordance with this Assignment Title.

XXIX.

"Total Revenues": Are the income obtained by the Assignee composed of the sum of Railway Revenues and the Availability Service Payment.

XXX.

"INPC": The National Consumer Price Index published by the National Institute of Statistics and Geography.

XXXI.

"Assignee's Investment": Is the recoverable investment made by the Assignee with capital and/or debt resources, integrated by the following components:

a) The Initial Contribution, which FONADIN undertakes to deliver to the Secretariat for the granting of the Assignment Title, which it will use to continue the construction of the infrastructure and equipment of the Mexico-Toluca Intercity Train until its completion and commencement of operations, without FONADIN assuming construction risks, in accordance with Condition 5. and Annex 8;

b) The complementary investment required in Improvements to which FONADIN undertakes to carry out as Assignee for the commencement of operations of the Mexico-Toluca Intercity Train, which includes among others: (i) structuring costs and pre-operational expenses, (ii) signage of Terminals and Intermediate Stations, (iii) ticketing and access control subsystem in Terminals and Intermediate Stations, (iv) user information subsystem, (v) internet access for Users in Terminals, Intermediate Stations and on Trains, (vi) complementary works in Terminals, Intermediate Stations and modal transfer centers, (vii) working capital, and (viii) other Improvements for the efficient and safe operation of the Public Passenger Railway Transport Service in accordance with Condition 8.2 detailed in Annex 5, and

c) The investment in Improvements required during the term of the Assignment Title, after commencement of operations, in accordance with Condition 8.1.

XXXII.

"IVA": The value added tax.

XXXIII.

"Applicable Legislation": The Law and the Regulations, the General Law of Communication Highways, the General Law of National Assets, the Federal Administrative Procedure Law, the Codes: of Commerce, Federal Civil and Federal Civil Procedures, in accordance with Article 5 of the Law. Likewise, to the extent relevant and applicable, they shall be subject to the Credit Institutions Law, the General Law of Ecological Balance and Environmental Protection, the Federal Economic Competition Law, the Federal Budget and Fiscal Responsibility Law, the international treaties signed by the Federal Executive and approved by the Senate of the Republic, as well as other laws, regulations, decrees, Official Mexican Standards, Mexican Standards, the conditions established in this Assignment Title, the provisions issued by the Agency and the international standards that are applicable.

XXXIV.

"Law": The Regulatory Law of the Railway Service.

XXXV.

"Improvements": Any modification to the assigned assets when such modification has the effect of modernizing, reconstructing, conserving or maintaining the Railway Infrastructure, Systems and Railway Equipment in optimal operational conditions, or to expand its capacity or improve the efficiency or quality of the provision of the Public Passenger Railway Transport Service and Auxiliary Services and others required, prior written approval by the Secretariat.

XXXVI.

"Civil Railway Works": The civil works of the Railway Infrastructure: (i) of the surface sections, elevated viaducts and the bitunnel; (ii) of the Terminals and Intermediate Stations; (iii) of the Operational Control Center; (iv) the Yards and Stables; (v) Maintenance Workshop; (vi) auxiliary buildings, and (vii) all works and installations necessary to install and operate the Railway Subsystems.

XXXVII.

"Availability Service Payment": Is the periodic payment of economic resources that the Secretariat is obligated to make to the Assignee, by virtue of the latter conserving, maintaining and operating year after year the Railway Infrastructure and Railway Equipment available to provide the Public Passenger Railway Transport Service, on the Mexico-Toluca Railway, with the quality, safety, timeliness and periodicity, based on the quality standards and performance levels defined by the Secretariat in Annex 7, in accordance with what is established in Condition 22. and in Annex 17.

XXXVIII.

"Parties": Collectively, the Secretariat and the Assignee.

XXXIX.

"Yards and Stables": The civil works, installations and equipment with railway tracks, main and auxiliary required for the reception, formation and dispatch of Trains and for the safeguarding and inspection of Transport Equipment, located in Zinacantepec, State of Mexico with the characteristics detailed in Annex 1 and in Annex 2.

XL.

"Peso": Unit of the monetary system of the United Mexican States.

XLI.

"Business Plan": The document that shall contain, at least, the investment, construction, exploitation, conservation and modernization programs of the infrastructure; the goals of safety and operational efficiency indicators, administrative and of attention to the railway services that will be provided to Users; as well as the strategy to satisfy the social nature services established in Annex 13, which shall be updated every 3 years and delivered to the Secretariat for its authorization.

XLII.

"Intellectual Property": All trademarks, patents, industrial models, registered designs, copyrights, whether registered or pending registration, industrial secrets or other types of intellectual property rights that are created, acquired, transmitted, used or intended to be used by the Assignee or any personnel in charge thereof or third parties (for the use and benefit of the Assignee) for the provision of the Public Passenger Railway Transport Service and the fulfillment of its obligations under this Assignment Title, excluding rights over intellectual property of subcontractors that they obtain for their benefit and that they use for the purposes of this Assignment Title.

XLIII.

"Regulations": The Railway Service Regulations.

XLIV.

"Mexico-Toluca Route": Is the trajectory along which Trains travel on the Mexico-Toluca Railway for the provision of the Public Passenger Railway Transport Service in both directions from the Observatorio Terminal in Mexico City to the Zinacantepec Terminal in the Metropolitan Area of the Valley of Toluca, with Intermediate Stations, two in Mexico City: Santa Fe in Cuajimalpa de Morelos and Vasco de Quiroga in Álvaro Obregón and three in the Metropolitan Area of the Valley of Toluca: Pino Suárez in Toluca, Tecnológico in Metepec and Lerma in Lerma.

XLV.

"Secretariat": The Secretariat of Infrastructure, Communications and Transport (SICT).

XLVI.

"Public Passenger Railway Transport Service": The service provided by the Assignee, with the operation of Transport Equipment on the Mexico-Toluca Railway, destined for the transport of Users between Terminals and Intermediate Stations, in the regular intercity modal on the Mexico-Toluca Route, with the right to charge a Tariff to Users.

XLVII.

"Auxiliary Services": The services provided in the Terminals and Intermediate Stations, as well as in the Yards and Stables and Railway Equipment Maintenance Workshops, as detailed in Annex 3.

XLVIII.

"STC Metro": The decentralized public body of the public administration of Mexico City named: Collective Transport System, with its own legal personality and assets, responsible for the planning and operation of the Metro line network for mass passenger transport in Mexico City, created by presidential decree dated April 19, 1967, published in the DOF on April 29, 1967.

XLIX.

"Railway Subsystems": Is the set of electromechanical, electronic and telecommunications elements and installations, installed in the Civil Railway Works that are explicitly or implicitly required for the operation of Trains and the safe and efficient provision of the Public Passenger Railway Transport Service of the Mexico-Toluca Intercity Train and for the provision of the required Auxiliary Services, which includes the track, catenary, electrification, telecommunications, signaling and train control subsystems, tunnel equipment subsystem, civil railway works monitoring subsystem, ticketing and passenger access control subsystem, user information subsystem and other installations and/or components, according to the characteristics described in Annex 1 and in Annex 2.

"Maintenance Workshop": Are the facilities located in Zinacantepec, State of Mexico, with the necessary equipment and tools, including railway tracks, destined to provide the Auxiliary Maintenance Services for Railway Equipment with the characteristics described in Annex 1 and in Annex 2.

LI.

"Tariffs": The tariffs freely fixed by the Assignee related to the provision of the Public Passenger Railway Transport Service and registered with the Agency, to which it has the right to charge Users, in accordance with the provisions of Article 46 of the Law and 170 of the Regulations, as detailed in Annex 6.

LII.

"Terminal": Are the facilities where the departure and arrival of Trains for passengers to board and alight takes place, which include the Real Estate Assets collectively, including their civil works, their equipment and the associated Railway Subsystems, as well as interconnection works with other modes of transport, located on the Mexico-Toluca Railway, and which comprise the Observatorio Terminal in Mexico City and the Zinacantepec Terminal, in the State of Mexico, as described in Annex 1, where there must be at least the user attention services and platforms established by the Regulations.

LIII.

"Assignment Title or Assignment": Is this document and its Annexes, through which the Secretariat grants the Assignee the operation and exploitation of the general railway communication route corresponding to the Mexico-Toluca Intercity Train, as well as for the provision of the Public Passenger Railway Transport Service in the regular intercity modal on the Mexico-Toluca Route on the Mexico-Toluca Railway.

LIV.

"Train": An operational unit integrated by several articulated cars with electric traction for the transport of passengers, which circulate on the Mexico-Toluca Railway, with the characteristics described in Annex 2.

LV.

"Mexico-Toluca Intercity Train": It is the railway project named: "Mexico-Toluca Intercity Train" which constitutes the railway system that will provide the Public Passenger Rail Transport Service in the interurban regular modality on the Mexico-Toluca Route, on the Mexico-Toluca Railway, which is part of the railway system.

LVI.

"Users": Any person who receives the Public Passenger Rail Transport Service, by paying a Fare.

LVII.

"Mexico-Toluca Railway": It is the general railway communication line that constitutes a main line, composed of the guided paths on which the Trains circulate in both directions with a trajectory originating at the Observatorio Terminal in Mexico City and destined for the Zinacantepec Terminal in the Metropolitan Area of the Valley of Toluca, which comprises the Right of Way and the Railway Infrastructure, with the characteristics described in Annex 1, for the provision of the Public Passenger Rail Transport Service in a safe and efficient manner.

SECOND CHAPTER

OBJECT, VALIDITY AND INITIAL CONTRIBUTION

Object and scope of the Assignment

2.1

Object. The Federal Government through the Secretariat grants in favor of FONADIN, this Assignment Title with the rights and obligations to:

The operation and exploitation of the general railway communication line corresponding to the Mexico-Toluca Intercity Train through the use and benefit of the Real Estate, which comprises the Right of Way and the Railway Infrastructure, whose characteristics are described in Annex 1; and

The provision of the Public Passenger Rail Transport Service in the interurban regular modality on the Mexico-Toluca Route on the Mexico-Toluca Railway, through the use and benefit of the Movable Property, whose characteristics are described in Annex 2.

2.2

Auxiliary Services. This Assignment Title includes the permits to provide the Auxiliary Services indicated in Annex 3, under the terms and conditions set forth in this instrument and in the cited Annex.

2.3

Scope. The Assignee will be responsible to the Secretariat for the object of the Assignment Title from the Delivery Date and, subsequently, from the Effective Date of Entry into Operation, as applicable, and until the date of termination of the validity of the Assignment Title, once the Secretariat has satisfactorily completed the pre-operational tests with the corresponding certifications and has delivered all guarantees of the Railway Infrastructure and Railway Equipment.

For this purpose, the Assignee undertakes to do the following:

The custody, conservation, maintenance, good use and inspection of the Right of Way and of the Railway Infrastructure, in accordance with Condition 9. and Annex 4 of this Assignment Title;

The operation of the Railway Infrastructure for the safe and efficient transit of the Trains;

The development, implementation and maintenance of the integrated safety management system of the Mexico-Toluca Railway;

The operation and maintenance of the equipment and programs that are part of the Railway Subsystems in terms of what is provided in Annex 4 of this Assignment Title;

The use, benefit, conservation and maintenance and inspection of the Railway Equipment in good condition, for the provision of the Public Passenger Rail Transport Service, in accordance with Condition 10. and Annex 4 of this Assignment Title; including the adequate operation and conservation of the Yards and Stabling and Maintenance Workshop.

The operation of the Trains and the provision of the Public Passenger Rail Transport Service on the Mexico-Toluca Railway, including the activities inherent to the Operational Control Center, in terms of the Assignment Title described in Annex 5 and the Applicable Legislation;

The collection of Fares for the provision of the Public Passenger Rail Transport Service, in terms of what is provided in Annex 6 of this Assignment Title and, if applicable, the other Total Revenues provided in the conditions and Annexes of this Assignment Title;

The compilation and archiving of information and data relating to the quality standards and performance levels established in Annex 7, in relation to the Assets and the provision of the Public Passenger Rail Transport Service; and

The other applicable provisions contained in the Assignment Title.

Limits of the rights of the Assignment

3.1

Exclusivity. The rights referred to in Condition 2. are granted exclusively during the validity of the Assignment Title, which comprises the entirety of the Mexico-Toluca Railway, as well as the rest of the assigned Assets.

3.2

Diverse purposes. The Assignee may not use, benefit from or exploit the rights granted by this Assignment Title and the assigned Assets, for purposes other than those established in this instrument, unless it has written authorization from the Secretariat, in accordance with what is established in the Applicable Legislation.

3.3

No ownership. This Assignment Title does not create any real right in favor of the Assignee, so the latter may not exercise acts of disposition with respect to the assigned Assets, understanding that the Assignee may exercise the broadest powers of administration over the assigned Assets, with the scope required to provide the Public Passenger Rail Transport Service, including, without limitation, to carry out under its own cost and responsibility any Improvements, replacements, repairs or rectifications, as necessary. For these purposes, acts of disposition are understood as any of the following acts:

Alienation, sale, payment in kind or any other act that implies a transmission of ownership;

Constitution, modification, transmission or extinction of real rights; and

Any analogous to the foregoing.

3.4

Possessory actions. This Assignment Title does not confer on the Assignee possessory actions over the assigned Assets, nor over the assets or facilities affected by them. The public domain assets of the Federation granted in this Assignment Title are inalienable, imprescriptible and unseizable and will not be subject to reivindicatory or possessory action, definitive or provisional, or any other by third parties.

Validity of the Assignment Title

This Assignment will have a validity that begins from the date of signing of the Assignment Title, and until February 8, 2058, in accordance with the duration of the validity of FONADIN, established in the Decree that reforms and adds the Decree that orders the creation of FONADIN, indicated in Antecedent IV.

In the event that the Assignee requires to extend the validity of the Assignment Title, it may request an extension in terms of what is provided in Condition 43. of this instrument.

Initial Contribution for the Assignment

The Assignee undertakes to deliver the economic resources to the Federal Government, through the Secretariat, corresponding to the Initial Contribution for the granting of the Assignment, in accordance with the amount, timing and terms indicated in Annex 8 of this Assignment Title, with the purpose that the Secretariat allocates it to continue with the construction and equipment of the Mexico-Toluca Intercity Train.

The Secretariat recognizes as part of said Initial Contribution, the amount of $5,500 ' 000,000.00 (five thousand five hundred million pesos 00/100 M.N.) with VAT included, granted by FONADIN in favor of the Secretariat, in accordance with the Agreements CT/3ª EXT/29-APRIL-2021/II and CT/1ªORD/4-MARCH-2022/V-B issued by the Technical Committee of said trust, so that the Secretariat allocates it to continue with the construction and equipment of the Mexico-Toluca Intercity Train.

Applicable Legislation

6.1

The operation and exploitation of the Mexico-Toluca Railway, as well as the provision of the Public Passenger Rail Transport Service and the Auxiliary Services required, as well as, the use and benefit of the assigned Assets and other rights and obligations established in this Assignment Title, will be subject to the Applicable Legislation.

6.2

The Assignee accepts that, if any legal provision or administrative provision of the Applicable Legislation were repealed, modified or added, it will be subject, at all times, to the new legislation and to the new legal and administrative provisions issued in this matter, from their entry into force.

THIRD CHAPTER

ASSIGNED ASSETS

Delivery of the Assets

7.1

Responsibility of the Secretariat. The Secretariat undertakes to continue with the construction of the Infrastructure and the equipment of the Mexico-Toluca Intercity Train until its completion, and to deliver to the Assignee the Assets in good condition in accordance with the characteristics described in Annex 1 and in Annex 2, with the Trains circulating and functioning with efficiency and safety. This, after the satisfactory pre-operational tests carried out by the Secretariat, with the required railway safety certifications, in accordance with what is described in Condition 14. and Annex 9; as well as having provided the respective training to the Assignee by the suppliers of the Railway Infrastructure and Railway Equipment, the delivery of the corresponding guarantees, the spare parts batches and the documentation, manuals and operating instructions, as established in Annex 10.

Mexico-Toluca Intercity Train Railway. The Secretariat will deliver to the Assignee the Right of Way and the Railway Infrastructure of the Mexico-Toluca Railway, completely equipped with the Railway Subsystems, including the subsystem for monitoring Civil Railway Work in accordance with Annex 1 and Annex 2, and verified by the Agency, for the efficient and safe circulation of the Trains with the quality and capacity for the provision of the Public Passenger Rail Transport Service;

Terminals and Intermediate Stations. The Secretariat will deliver to the Assignee the Terminals and Intermediate Stations described in Annex 1 and equipped in accordance with Annex 2 and what is stated in Articles 115, 116 and 117 of the Regulation;

Yards and Stabling and Maintenance Workshop. The Secretariat will deliver to the Assignee the Yards and Stabling for the formation and safeguarding of the Trains and the Railway Equipment Maintenance Workshop described in Annex 1 located in Zinacantepec, State of Mexico, with the Equipment described in Annex 2;

Buildings. The Secretariat will deliver to the Assignee the buildings for the Operational Control Center, administrative and service buildings described in Annex 1 located in Zinacantepec, State of Mexico; with the Equipment described in Annex 2; and

Railway Equipment. The Secretariat will deliver to the Assignee the Railway Equipment with the characteristics described in Annex 2, verified by the Agency and with the corresponding registration in the Mexican Railway Register, in accordance with the Law and the Regulation, as well as after the pre-operational tests in accordance with Annex 9.

In the event that it is necessary to have additional resources to the Initial Contribution, for the completion of the construction of the infrastructure and the equipment of the Mexico-Toluca Intercity Train, and its entry into operation on the Scheduled Date of Entry into Operation, the Secretariat will manage said resources before the SHCP, charged to the Federal Expenditure Budget.

In the event that the Secretariat does not have the allocation of resources from the Federal Expenditure Budget, the Secretariat will inform the Assignee of the need to have additional resources, so that together they carry out the actions corresponding to obtain additional financing and define its recovery scheme, in order to achieve that the Secretariat finishes the infrastructure and equipment of the Mexico-Toluca Intercity Train for its delivery to the Assignee.

7.2

Delivery and Acceptance Act of the Assets. On the Delivery Date, the Secretariat will deliver to the Assignee the Assets in terms of Condition 7.1, as well as the permits and authorizations necessary for the operation and exploitation of the Mexico-Toluca Railway, as well as for the provision of the Public Passenger Rail Transport Service, including all the technical and legal documentation that supports the delivery of the Assets subject of this Assignment Title, which are indicated in Annex 1 and in Annex 2 in accordance with the delivery-receipt procedure described in Annex 10, except for those licenses, permits, authorizations and certifications that correspond to the Assignee to obtain and/or update prior to the start of said operation and exploitation.

7.3

Signing of the Delivery and Acceptance Act of the Assets and technical and legal documentation. On the Delivery Date, the representatives of the Secretariat and the Assignee will meet in the offices of the Secretariat in order to sign the Delivery and Acceptance Act of the Assets, in accordance with the format provided by the Secretariat, by virtue of which it is established that, from that date, the operation and exploitation of the Mexico-Toluca Railway and the provision of the Public Passenger Rail Transport Service, will be the responsibility of the Assignee. This delivery will only take place after the pre-operational tests have been accredited with the corresponding certifications

Improvements to the Assets

8.1

Improvements.

The Assignee will be obliged to carry out at its exclusive cost and responsibility, all the Improvements that are necessary and introduce new technologies for the benefit of the efficiency, safety and modernization of the Mexico-Toluca Railway and the Railway Equipment for the provision of the Public Passenger Rail Transport Service, informing the Secretariat of the technological innovations it implements for the improvement of the service and, if applicable, carrying out the investments in the expansion of the required capacity. Likewise, contract, if considered necessary, the ISA certifications (by its initials in English, Independent Safety Assessor) of maintenance and safety for railway operation.

Without prejudice to the rights and obligations that this Assignment Title confers on the Assignee, all Improvements that are carried out, with prior approval of the Secretariat, on the assigned Assets will immediately become part of the public domain of the Federation, regardless of the Validity of the Assignment and, understanding that said Improvements must in no way prevent or hinder the operational continuity and safety of the Mexico-Toluca Railway and the provision of the Public Passenger Rail Transport Service.

8.2

Improvements prior to the Date of Entry into Operation

The Assignee must carry out as a recoverable complementary investment, the following Improvements at its exclusive cost and responsibility, with prior authorization of the Secretariat, and if applicable of the Agency, before the Date of Entry into Operation and the provision of the Public Passenger Rail Transport Service, in accordance with Annex 8.

The supply and installation of the Ticketing Subsystem as well as the User information and attention Subsystem in accordance with Annex 5.

Design and construction of urban road works and/or parking that are part of the scope of the Terminals and Intermediate Stations, which the Assignee considers pertinent to allow configuring them as modal transport centers and to improve accessibility.

The design, supply and installation of signage in the Terminals, Intermediate Stations and Transport Equipment, in accordance with what is described in Annex 7.

The supply and installation of the wireless internet access communication system for Users in the Terminals, Intermediate Stations and on board the Transport Equipment in accordance with Annex 7.

The Assignee must have systems and equipment for the attention of any contingency that arises in the provision of the Public Passenger Rail Transport Service, within the Mexico-Toluca Railway and in the facilities of the Terminals, Intermediate Stations, Yards and Stabling and the Maintenance Workshop in accordance with Annex 7.

Conservation, maintenance and inspection of the Railway Infrastructure

9.1

Conservation and maintenance actions. It is the obligation of the Assignee to carry out conservation and maintenance and inspection actions on the Assets for the operation and exploitation of the Mexico-Toluca Railway, contracting the update of the corresponding certifications, as well as for the provision of the Public Passenger Rail Transport Service under the terms and conditions established in Annex 4, such that the entirety of the elements of the Mexico-Toluca Railway are safe, clean, operational and in good condition in accordance with: (i) the norms, standards and/or recommendations of the manufacturers, (ii) the terms established in this Assignment Title and (iii) the Applicable Legislation, including the provisions issued by the Agency, this being non-limiting.

9.2

Conservation and maintenance of Civil Railway Work.
The Assignee must operate, conserve and maintain the Civil Railway Work of the Mexico-Toluca Railway in good condition and functioning, so that it provides safety and efficiency in the service as established in Annex 4, and in accordance with articles 42 to 47 of the Regulation.

Railway Track. The Assignee will operate, conserve and maintain the works and railway tracks of the surface viaduct, elevated and the tunnel.

Works for Railway Subsystems. The Assignee will conserve the works and installations of the Railway Subsystems such as the Operational Control Center, buildings for electrical substations, electrical control centers, signaling, telecommunications and ticketing.

Terminals and Intermediate Stations. The Assignee will operate and maintain the Terminals and Intermediate Stations subject to what is established in the Applicable Legislation.

Yards and Stabling and Maintenance Workshop. The Assignee will operate, conserve and maintain the Yards and Stabling and the Maintenance Workshop located in Zinacantepec, State of Mexico, with its Equipment, in accordance with the Applicable Legislation.

Auxiliary buildings. The Assignee will operate, conserve and maintain the administrative and various service buildings included in the Assignment Title.

9.3

Operation, conservation and maintenance of Railway Subsystems. The Assignee must operate, conserve and maintain the Railway Subsystems of the Mexico-Toluca Railway in good condition, so that it provides safety and efficiency in the service as established in Annex 4, in accordance with articles 42 to 47 of the Regulation.

Track Subsystem. The Assignee must conserve and manage the adequate state of the Mexico-Toluca Railway, internal and external state of the rails, welds, switch hardware and their accessories, special devices, gauge, including the alignment and leveling of the rails with the fastenings and, if applicable, the rectification or replacement, for the safe and efficient circulation of the Trains, with the support of the instrumentation and real-time monitoring subsystem of the state of the railway tracks that the Secretariat will install and deliver to the Assignee.

Traction electric power supply subsystem. The Assignee will maintain and operate the power supply subsystem for traction with catenary of the Trains on the electrified railway track and its inherent services.

Substations and electrical subsystems. The Assignee will operate, conserve and maintain the substations and the auxiliary electrical systems for lighting, signaling and telecommunications, as well as air conditioning, electric stairs, elevators, Fire Detection and Protection Systems, ticketing and ventilation that are necessary for the operation of Terminals, stations Yards and Stabling, Maintenance Workshop and auxiliary buildings, in accordance with applicable regulations.

Energy Supply. The Assignee must contract at its cost the supply of electrical energy necessary for the power supply subsystem for the movement of the Trains and contract the supply of medium and low voltage electrical energy for the substations and auxiliary electrical subsystems.

Telecommunications subsystems. The Assignee must operate, conserve and maintain the networks and telecommunications services and systems necessary for the functioning of the Mexico-Toluca Intercity Train. For this purpose, the Assignee must:

9.3.5.1

Operate, maintain and conserve the installations and equipment of the private fiber optic networks, fixed telecommunications and mobile radiocommunication for the operation of the Trains on the Mexico-Toluca Railway and the Public Passenger Rail Transport Service.

9.3.5.2

Receive from the Secretariat the license for the use of the GSM-R frequencies obtained before the Federal Telecommunications Institute, necessary for voice and data radiocommunications for the operation of the Trains without interference with other frequencies, and as Assignee maintain said license valid.

9.3.5.3

Contract the telecommunications services required with third parties authorized for interconnection with public telecommunications networks.

In all cases, the applicable provisions in telecommunications matters must be observed.

Signaling and control subsystems. The Assignee must operate, conserve and maintain the signaling and control systems necessary for the safe and efficient functioning, based on the project of the "Mexico-Toluca Intercity Train" for the operation of the Trains on the Mexico-Toluca Railway with the support of the Operational Control Center. For these purposes, the Assignee must:

9.3.6.1

Operate, conserve and maintain the signaling and control subsystem, installed on the Mexico-Toluca Railway and with the equipment on board the Transport Equipment, and

9.3.6.2

Operate, conserve and maintain the Operational Control Center.

Electromechanical subsystems. The Assignee shall operate, conserve and maintain the electromechanical equipment installed in the Terminals and in the tunnel.

Video surveillance, alarms and contingency response subsystem. The Assignee shall operate, conserve and maintain the video surveillance, alarm and contingency response systems on the Mexico-Toluca Railway, Terminals, Yards and Shunting Areas and Maintenance Workshops.

Railway Civil Works monitoring subsystem. The Assignee shall operate, conserve and maintain the sensors and communication equipment, as well as the computing equipment and programs that allow the Operational Control Center to know in real time the state of the Railway Civil Works.

10.

Ticketing subsystem. The Assignee shall operate, conserve and maintain the equipment, programs, and services to carry out access control for Users at the entrances and exits of Intermediate Stations and Terminals, as well as the issuance of electronic tickets, cards and QR codes and everything related to electronic payment, collection and distribution of income derived from the charging of Tariffs to Users.

9.4

Inspection of Railway Infrastructure. The Assignee must always have qualified personnel to perform the inspection of the Railway Infrastructure, including all Assets that comprise it, such as the Railways and the Railway Subsystems for electrification, signaling, train operation control and telecommunications and prepare inspection reports and their registration, subject to verification by the Agency in accordance with articles 43 and 44 of the Regulations. In case of defects in the Railway Infrastructure, the Assignee must immediately adopt corrective measures in accordance with article 45 of the Regulations.

10.

Maintenance, custody and inspection of Rolling Stock

10.1

The Assignee shall use, utilize, conserve and maintain the Rolling Stock specified in Annex 2, and in accordance with what is established in Annex 4, in good condition for the provision of the Public Passenger Railway Transport Service on the Mexico-Toluca Railway with safety and efficiency, hiring the corresponding certifications and complying with the technical, physical and mechanical conditions and specifications that are established in the manuals, official standards or any other applicable provision for such effect; for which, the Assignee will carry out the corresponding inspections and the Secretariat and/or the Agency, as appropriate, will carry out the corresponding verifications, in terms of the Applicable Legislation.

10.2

The Assignee will receive from the Secretariat the Transport Equipment with the registration and assignment of license plate by the Agency with the corresponding verification, after having successfully carried out the pre-operational tests.

10.3

The Transport Equipment must have onboard equipment of the Railway Subsystems for train traffic control and its safe and efficient circulation on the Mexico-Toluca Railway, which will be subject to inspection, maintenance and periodic tests.

10.4

The Assignee must carry out periodic inspections and tests on the Transport Equipment with qualified and certified personnel, who must make a report of each inspection, in accordance with the Regulations. Only certified Rolling Stock previously inspected and approved by qualified personnel of the Assignee may circulate on the Mexico-Toluca Railway, which may also be verified by the Secretariat and/or the Agency.

10.5

The Yard and Shunting Area and Maintenance Workshop delivered by the Secretariat to the Assignee, with the characteristics detailed in Annex 1, must have the custody area, installations and equipment adequate and necessary to carry out preventive maintenance, scheduled major maintenance and corrective maintenance for the assigned Transport Equipment, in accordance with what is established in Annex 3 and in Annex 4.

10.6

If applicable, the Assignee must complete the additional installations and equipment required and ensure that trained personnel is available, either directly or through the hiring of third parties, as well as safety and environmental protection measures and equipment, in addition to the manuals, standards, technical information and services to provide maintenance services as established in the Law and the Regulations.

10.7

The person in charge of the Maintenance Workshop will sign and provide the Assignee with a certificate with the specifications of the work performed and will keep a logbook with the specifications of the maintenance and/or repairs performed on each Rolling Stock. Likewise, the Assignee must prepare a record of the work performed per unit, which will be available to the Secretariat and/or the Agency for verification.

FOURTH CHAPTER

PROVISION OF THE PUBLIC PASSENGER RAILWAY TRANSPORT SERVICE

11.

Conditions for the provision of services

The Assignee undertakes to provide the Public Passenger Railway Transport Service in the regular interurban modality between the Terminals of the Mexico-Toluca Intercity Train, with the Rolling Stock and on the Mexico-Toluca Railway, permanently, uniformly and in conditions of safety, equity and non-discrimination, regarding opportunity, quality and price, in accordance with article 24 of the Law and in terms of what is provided by Chapter VIII of Title Three of the Regulations, from Annex 5 and the service quality indicators and performance levels established in Annex 7.

12.

Characteristics and standards of quality, efficiency and safety

12.1

The Assignee will be responsible for ensuring that the Public Passenger Railway Transport Service and the Auxiliary Services required meet the characteristics and standards of quality, efficiency and safety indicated in Annex 7 and the Applicable Legislation.

12.2

Safety in the provision of the Public Passenger Railway Transport Service and in the Auxiliary Services required is the responsibility of the Assignee, who must carry out all actions required for such effect, so that the Railway Infrastructure, the Transport Equipment and the services comply with safety standards in accordance with the Applicable Legislation.

12.3

The Assignee will provide the Public Passenger Railway Transport Service regularly subject to a schedule and itinerary, which must be submitted for approval and registration with the Agency and placed in announcements at the Terminals and Intermediate Stations, in addition to being available with their respective Tariffs through user information systems on public telecommunications and information networks.

12.4

The Public Passenger Railway Transport Service must be provided with universal accessibility characteristics for people with disabilities and/or elderly persons and pregnant women, in the Transport Equipment and in the infrastructure of the Terminals and Intermediate Stations.

12.5

The Public Passenger Railway Transport Service may be divided into classes according to the characteristics and configuration of the Transport Equipment with which it is provided and in accordance with what is established in the Law and the Regulations.

13.

Operation rules and service program

13.1

Operation rules. In the provision of the Public Passenger Railway Transport Service, the Assignee must comply with the operation rules in the form and terms established in Annex 5.

13.2

Service program. The Assignee must present the first annual service program for registration with the Agency at least 3 (three) months before the Scheduled Date of Entry into Operation and will remain valid until the end of the corresponding calendar year. The service program governing subsequent years must be presented to the Agency, no later than the last business day of September of the year immediately preceding the one in which it is to take effect.

13.3

Internal transport regulations and schedules. Before starting operations, the Assignee must present to the Agency, for approval and registration, the internal transport regulations and respective schedules, in accordance with what is established in the Law and the Regulations.

14.

Pre-operational tests and Scheduled Date of Entry into Operation

14.1

Pre-operational tests. The Secretariat jointly with the Assignee, directly or indirectly, will carry out the pre-operational functioning tests of the Mexico-Toluca Intercity Train in accordance with the specifications and work program contained in Annex 9. For the carrying out of these tests, the Assignee must have the necessary trained personnel and must previously have received from the Secretariat the integration protocols of the Railway Subsystems and of the Transport Equipment described in Annex 12.

14.2

Obligation of the Secretariat regarding the Scheduled Date of Entry into Operation. The Secretariat undertakes in this act to allow the Assignee to use, operate, exploit and utilize the Assigned Assets in their entirety and in full working order, no later than 30 (thirty) Natural Days prior to the Scheduled Date of Entry into Operation, in order to provide the Public Passenger Railway Transport Service, once the Secretariat through the General Directorate of Multimodal and Railway Development and the Agency have verified the characteristics of the Railway Infrastructure and the Railway Equipment, as well as that the pre-operational tests, comply with quality, efficiency and safety standards, in accordance with the corresponding certifications.

14.3

Scheduled Date of Entry into Operation. Once the Delivery Date has occurred and the certifications, licenses and authorizations from the Secretariat, the Agency and other competent authorities have been obtained, the Assignee undertakes to start providing the Public Passenger Railway Transport Service within a period not greater than 30 (thirty) Natural Days. For this purpose, (i) the Secretariat must have fulfilled all its obligations under this Assignment Title, so that the Assignee can start providing the Public Passenger Railway Transport Service on the Scheduled Date of Entry into Operation and (ii) the Assignee must notify in writing to the Secretariat and the Agency of the Scheduled Date of Entry into Operation, with at least 5 (five) Natural Days in advance of the start of operations of the Mexico-Toluca Intercity Train.

15.

Operating personnel of the Transport Equipment and the Operational Control Center

15.1

Federal Railway License. The personnel who operate or assist in the operation of the Transport Equipment and the Operational Control Center must obtain the federal railway license issued by the Agency and undergo the corresponding medical examinations. On its part, the Assignee is obliged to supervise and verify that its personnel and the personnel who operate the Transport Equipment and the Operational Control Center comply with the aforementioned, in accordance with the Applicable Legislation.

15.2

Training. The Assignee will have the obligation, in accordance with the Applicable Legislation, to provide personnel with the training and coaching required so that the provision of services is efficient and safe. The Assignee will establish permanent updated training and coaching programs for its personnel in accordance with the Applicable Legislation.

15.3

Certification. The Secretariat and/or the Agency, without prejudice to the powers corresponding to the Secretariat of Labor and Social Welfare, in coordination with other competent federal authorities, will determine the general guidelines applicable to the definition of those knowledge, skills and abilities that require certification, as necessary to guarantee safety in the provision of the Public Passenger Railway Transport Service. Such certification will be subject to the regime established by the mentioned authorities and with strict adherence to the Applicable Legislation.

16.

Hiring of third parties for the operation and exploitation of the Assignment

16.1

The Assignee, in order to carry out the provision of the Public Passenger Railway Transport Service and the Auxiliary Services, must do so with its own personnel and/or with specialized technical support from third parties, or it may hire the provision of said services with entities that demonstrate the necessary experience and/or capacity for such effect, with prior written authorization from the Secretariat. The Assignee may contract with third parties the execution of works it carries out with prior written authorization from the Secretariat, as well as specialized services for operation, conservation, maintenance or others, in terms of clause 16.3.

16.2

Notwithstanding the above, the Assignee will be, in all cases, the sole responsible party before the Secretariat, before the Agency and before third parties, for the conservation, maintenance, operation and exploitation of the Mexico-Toluca Railway and the Rolling Stock, as well as for the provision of the Public Passenger Railway Transport Service and the Auxiliary Services required, as well as for the use and utilization of the Assigned Assets, responding for the damages and losses that, if any, are caused by the third parties with whom it contracts, in accordance with article 7 of the Law. For the case of hiring third parties who carry out the operation and maintenance of the Assigned Assets, and if applicable, the Improvements, the Secretariat within the scope of its powers will provide the Assignee with the technical support and whatever is required in the process of contracting with third parties of the mentioned services.

16.3

The Assignee must notify in writing to the Secretariat of the operation contracts and specialized conservation and maintenance or other services contracts it enters into in terms of this Condition 16., specifying the duration, type and scope of the services and the experience in the matter of the hired third parties. Likewise, it will inform in writing to the Secretariat of the termination of said contracts.

16.4

In the event that the Assignee needs to replace a contractor, the Assignee must notify in writing to the Secretariat, the hiring of the new contractor and inform and prove, in terms of the Applicable Legislation, the solvency, experience and capacity of this one for the execution of the object of this Assignment Title.

17.

Designation of the technical manager

The Assignee undertakes to designate, before the start of operations, a technical manager for the conservation, operation and maintenance of the Railway and Rolling Stock of the Mexico-Toluca Intercity Train, as well as for the provision of the Public Passenger Railway Transport Service, who will have the necessary powers to represent the Assignee and bind it before the Secretariat and the Agency, regarding compliance with the commitments and obligations established therein.

The change of technical manager or the modification of its powers must be notified in writing to the Secretariat and to the Agency within ten business days following when this occurs.

18.

Interruption of the Public Passenger Railway Transport Service

18.1

Interruption of the Public Passenger Railway Transport Service.

In those cases where, in accordance with the terms established in the Law and the Regulations, the Assignee is authorized to interrupt the provision of the Public Passenger Railway Transport Service and/or of the Auxiliary Services, totally or partially and temporarily or permanently, the Secretariat may grant the Assignment or permits to third parties to provide the interrupted service;

In the case of article 169 of the Regulations, relating to the permanent interruption of some track section, the rights granted to the Assignee in this Assignment Title will be extinguished and the Assets, if any, will revert to the Nation in terms of Condition 47.; and

In the case of temporary interruption of the Public Passenger Railway Transport Service for causes not attributable to the Assignee, it must request in writing the authorization from the Secretariat complying with the procedure established in article 167 of the Regulations.

19.

Imposition of Modalities

In any event of Force Majeure or Fortuitous Event, with prior technical and operational opinion, in writing from the Agency, the Secretariat will be empowered to impose modalities in the operation and the provision of the Public Passenger Railway Transport Service, as in the provision of the Auxiliary Services required, in the terms established in articles 23 of the Law and 160 to 163 of the Regulations, if applicable, the Assignee will receive the corresponding indemnification for the affectation resulting from the imposed modality subject to the Applicable Legislation.

20.

Tariffs and application rules

20.1

In the terms established in articles 46 of the Law and 170 of the Regulations, the Assignee undertakes to carry out the exploitation of the Mexico-Toluca Railway for the provision of the Public Passenger Railway Transport Service, in accordance with the tariff regulation bases contained in Annex 6 and apply its update in accordance with what is provided in said Annex. The Tariffs must be registered with the Agency, prior to their application, including their modification, in accordance with what is provided in the Applicable Legislation.

20.2

The Assignee may modify the tariff regulation bases, with prior written authorization from the Agency, when it proves convenient and thereby does not negatively affect the financial position of the Assignee or its ability to cover the commitments assumed by it.

20.3

The Assignee undertakes that the registered Tariffs are subject to the application rules established in Annex 6.

21.

Business Plan

The Assignee must present in writing to the Secretariat the Business Plan for its authorization, within the term provided in Condition 53., which will form part of the Assignment Title as Annex 13, which must be updated by the Assignee and authorized by the Secretariat every 3 (three) years, in accordance with what is established in article 15 of the Regulations.

The Assignee must carry out, at a minimum, the Investor Investment commitments established in the Business Plan, in accordance with what is established in article 15 of the Regulations; it must not have as an effect a reduction in the investment planned in the originally authorized Business Plan. The Business Plan will be confidential and will remain such in the Secretariat's registry.

The investment commitments contained in the Business Plan will be established in real pesos and must be updated for inflation.

The Business Plan must include a projection of the annual cash flow of the Mexico-Toluca Intercity Train during the validity of the Assignment Title, with the estimates of: (i) Railway Revenues; (ii) other revenues; (iii) Operation and Maintenance Expenses, (iv) the Investor Investment, (v) debt service payment and (vi) recovery of the Assignee's capital.

The Business Plan additionally will contain the investment, construction, exploitation, conservation and modernization programs of the infrastructure; the goals of the security and operational, administrative and service attention efficiency indicators that will be provided to users.

22.

Payment for Availability Service and Financial Rebalancing

22.1

Availability Service Payment. The Availability Service Payment corresponds to the minimum amount of additional resources for each year; equivalent to the missing cash amount of the Railway Revenues, necessary to cover Operation and Maintenance Expenses and ensure the recovery of the Assignee's Investment with its minimum return, in the terms and conditions established in Annex 17 of this Assignment Title.

22.2

The Secretariat in this act undertakes, unconditionally and irrevocably, in accordance with the authorization granted by the Ministry of Finance and Public Credit (SHCP), to incorporate in the corresponding period in the Federal Expenditure Budget the amount corresponding to the Availability Service Payment, by virtue of the fact that the Assignee operates, maintains and conserves year after year the Railway Infrastructure and the Railway Equipment available to provide the Public Passenger Railway Transport Service, on the Mexico-Toluca Railway, with the quality, safety, timeliness and periodicity, based on the terms of service provision established in Annex 5 and the quality standards and performance levels defined by the Secretariat in Annex 7, in case:

i) The level of User capacity and Railway Revenues reached by the Mexico-Toluca Intercity Train results substantially lower than projected in the Business Plan (Annex 13), or,

ii) The Operation and Maintenance Costs are substantially higher than those established in the Business Plan (Annex 13).

Likewise, the Secretariat in this act undertakes, unconditionally and irrevocably, to transfer to the Assignee the economic resources corresponding to the Availability Service Payment, in the terms and conditions established in Annex 17 of this Assignment Title, and for the amounts and periodicity indicated therein, with the resources that have been assigned to it in the Federal Expenditure Budget for this effect.

In the event of an interruption of the Public Passenger Railway Transport Service, for any of the causes foreseen in the Law, the Secretariat will be obliged to continue delivering to the Assignee the Availability Service Payment.

22.3

Financial Rebalancing. In the event that the Assignee proves that the Mexico-Toluca Intercity Train is in a situation of long-term financial unviability in terms of Annex 18, the Assignment may be rebalanced. The Assignee, together with the Secretariat, and if applicable the Agency, will evaluate and if applicable, implement, in the following order, actions tending to rebalance the Assignment:

Modify the tariff regulation bases, with prior written authorization from the Agency.

Restructure the debt obtained to finance the Assignee's Investment.

Extend the validity of the Assignment in accordance with Condition 43.

Contribution by the Federal Government.

The other actions established in Annex 18.

22.4

Railway Revenue Surplus. Once the Assignee's Investment has been recovered with a minimum return, as defined in Annex 13; the Assignee, after covering Operation and Maintenance Expenses and additional investment requirements for Improvements approved by the Secretariat, shall allocate the surplus from Railway Revenues to finance other Federal Government infrastructure projects, in accordance with applicable regulations.

23.

Fortuitous Event or Force Majeure

23.1

In the event that any Fortuitous Event or Force Majeure occurs during the construction, operation, and exploitation of the Mexico-Toluca Intercity Train, proceedings shall follow what is established in Annex 20.

23.2

In any event of Fortuitous Event or Force Majeure that prevents the continuity of the execution programs for the Civil Railway Works of the Mexico-Toluca Intercity Train, including the execution programs under the responsibility of the Government of Mexico City, which may consequently generate a delay in the dates referred to in fractions XXII, XXIII, and XXIV of Chapter One, item 1 "Definitions" of this Assignment Title, the Secretariat shall inform the Assignee in writing immediately, so that, in coordination with said Assignee, actions necessary to obtain additional financing, if applicable, are carried out.

24.

Transport Plan

24.1

The Secretariat, within the scope of its authority, shall cooperate with the Government of the State of Mexico in the reordering of collective transport routes and road works for modal interconnection with the Terminals and Intermediate Stations located in the Metropolitan Zone of the Valley of Toluca, in accordance with the agreements entered into to promote the use and exploitation of the Mexico-Toluca Intercity Train.

24.2

The Secretariat, within the scope of its authority, shall cooperate with the Government of Mexico City for the reordering of urban collective transport routes and the construction of road works connecting to the Observatorio Terminal, and the Santa Fe and Vasco de Quiroga Intermediate Stations, as well as for the expansion and adaptation of lines 1, 9, and 12 of the STC-Metro for modal interconnection at the Observatorio CETRAM with the Mexico-Toluca Intercity Train, in accordance with the agreements entered into to promote the use and exploitation of the Mexico-Toluca Intercity Train.

25.

Insurance

The Assignee is obligated to hold the insurance policies that, in accordance with the Law and Regulations, it must contract.

25.1

Risks to be covered. The Assignee, in compliance with the provisions of this Assignment Title, shall be responsible for damages caused to third parties in their persons and property, and to the general communication routes, when such damages are caused by the provision of the service; therefore, it is obligated to contract insurance that:

Covers the liabilities and risks indicated in articles 50 and 53 of the Law and 176 to 182, 188, 189, 194, 195, and 196 of the Regulations and other applicable provisions, in accordance with Applicable Legislation, which must meet at minimum the requirements established in Annex 14;

Covers all risks to the Assets against any event of Fortuitous Event or Force Majeure; and

Establishes risk assessments, the amount of which must be sufficient, in accordance with said assessments, to cover the corresponding indemnities.

25.2

Guarantees for Users of the Public Passenger Railway Transport Service and insurance for the Assets of the Mexico-Toluca Intercity Train. The Assignee shall contract guarantees and insurance for the following parties derived from the operation, exploitation, maintenance, and conservation of the Mexico-Toluca Intercity Train:

To Users for damages they may suffer in their person or luggage during the provision of the Public Passenger Railway Transport Service, in accordance with articles 50 and 52 of the Law, which shall be approved by the Secretariat;

To third parties, for damages caused to their persons or property, general communication routes, and any other damage that may arise from the operation of the Railway Equipment, in accordance with article 53 of the Law, which shall be approved by the Secretariat; and

For the Railway Infrastructure and Railway Equipment of the Mexico-Toluca Intercity Train, for unforeseen damages, authorized by the Secretariat.

The Assignee is obligated to present in writing to the Secretariat the insurance policy(ies) covering the protections indicated in the regulatory provisions, 30 (thirty) Calendar Days before the Scheduled Date of Entry into Operation.

The Assignee must present in writing to the Secretariat the insurance policies contracted to cover commercial, railway, and real estate activities in accordance with Condition 29.

25.3

Validity and registration. The insurance policies and their renewals must be approved by the Secretariat and remain in force at all times from the Delivery Date and throughout the Validity of this Assignment Title and, where applicable, its extensions.

26.

Surveillance

26.1

In accordance with article 198 of the Regulations, the surveillance of the Mexico-Toluca Railway and the assigned Assets shall be the responsibility of the Assignee, which must be carried out in accordance with applicable legal provisions and the guidelines established by the Agency for this purpose. The Agency may conduct verification visits to ensure that security and surveillance are carried out in accordance with said provisions and guidelines, without prejudice to the powers corresponding to other authorities under the current legal framework.

26.2

In accordance with the foregoing, it shall be the responsibility of the Assignee to provide surveillance services and the operation of installed security systems, including but not limited to, the video surveillance subsystem, alarms, and contingency response, the access control system, and local and remote control posts for the Mexico-Toluca Railway and on the Railway Equipment. Furthermore, it must ensure that these are in optimal conditions for operation and immediate use.

27.

Environmental Protection

27.1

Environmental legislation. The Assignee must comply with legal, regulatory, and administrative provisions, applicable international treaties, and, in general, with Applicable Legislation regarding ecological balance and environmental protection.

27.2

Environmental remediation. In accordance with what is established in environmental audits, the competent authority in the matter will verify the corresponding remediation works, according to the program presented by the Assignee.

27.3

Assignee's Liability. The Assignee shall be responsible for: (i) damages that, in matters of ecology and environmental protection, arise from the time it receives the Assets after the signing of the Asset Delivery-Receipt Act and that result from acts or omissions attributable to it, in accordance with Applicable Legislation; (ii) carrying out corrections, modifications, and surface and infrastructure works on Real Estate Assets required to comply with what is established in environmental audits; and (iii) executing actions for the remediation of environmental damages.

27.4

Secretariat's Liability. The Secretariat shall be liable to the Assignee for damages, losses, legal costs, sanctions, and obligations arising in this matter related to the Real Estate Assets before the date of signing the Asset Delivery-Receipt Act or after it has been signed, in the event that they are a consequence of acts, omissions, or hidden defects prior to the signing of the Asset Delivery-Receipt Act.

27.5

Change in environmental legislation.

In the event that, as a result of modifications to any legal or administrative instrument in matters of ecology or environmental protection, obligations or commitments arise that differ from those established in the Applicable Legislation in force on the date of granting this Assignment Title, the Secretariat shall in no case have the obligation to indemnify, restore, or in any way cover the Assignee for the works, constructions, conditioning, or modifications of any kind that the Assignee must carry out in relation to the operations or activities subject to this Assignment, nor cover any amount that the Assignee incurs for such reason, and shall have no liability towards the latter or third parties; and

The provisions stated in the preceding paragraph do not apply to modifications in soil, subsoil, and groundwater contamination standards derived from legislative changes or administrative provisions made after the issuance date of this Assignment Title; in which case, the responsibility and rehabilitation, as well as damages, losses, legal costs, sanctions, civil, administrative, and criminal obligations, shall correspond to the Secretariat, regarding acts and omissions that had their origin or cause prior to the entry into force of this Assignment and are attributable to it, in the terms and conditions established in Applicable Legislation.

28.

Urban Development

The Assignee must take actions and consider necessary provisions to guarantee the safety of inhabitants and proper functioning on the Mexico-Toluca Intercity Train Railway, the circulation of Trains, and the provision of the Public Passenger Railway Transport Service within the limits of a populated center, and comply with what is provided in article 30 of the Law.

29.

Other Obligations

From the Effective Date of Entry into Operation until the date of fulfillment of the Assignment Title's validity, the Assignee must:

29.1

Take all reasonable precautions for the protection of life and property located in, or related to, all or part of the Mexico-Toluca Railway, the provision of the Public Passenger Railway Transport Service, and the assigned Assets.

29.2

Notify in writing to the Secretariat, the Agency, and other competent authorities regarding any accident(s) or serious damage(s) indicated in article 46 of the Regulations, within a period not exceeding 24 (twenty-four) hours from when the accident occurred or when knowledge of said event was obtained.

FIFTH CHAPTER

ECONOMIC, SOCIAL, OR CULTURAL ACTIVITIES

30.

Economic, social, or cultural activities

In accordance with what is stated in articles 16 and 72 of the General Law of National Assets, the Assignee may use or exploit the assigned Assets for the realization of economic, social, or cultural activities, always observing what is established in Applicable Legislation and this Assignment Title. Contracts that the Assignee enters into with third parties for this purpose must not contravene, evade, or nullify any of the Conditions of this Assignment Title, nor exceed the Validity Period of the Assignment. The activities referred to in this Condition must be subject to the regulations of the matter and the conditions established in Annex 4.

30.1

Economic activities will be classified as:

Railway commercial activities. Those that the Assignee may carry out in areas designated for such purposes in the Terminals and Intermediate Stations, as well as on the Transport Equipment used to provide the Public Passenger Railway Transport Service, including but not limited to, static and dynamic advertising; and

Real estate commercial activities. Those that the Assignee may carry out itself or through a third party by using and exploiting the existing Right of Way or Railway Infrastructure built for this purpose, such as offices, restaurants, parking lots, advertising, or other similar or analogous activities, subject to prior approval of the executive project and risk study and, where applicable, a business plan in accordance with Applicable Legislation.

31.

Leasing

31.1

Use of Terminals and Intermediate Stations. The Assignee, with prior written authorization from the Secretariat, may lease or grant usage rights over portions of the Terminals and/or Intermediate Stations, provided that such portions are to be used in activities directly related to the subject matter of this Assignment Title or to carry out any of the activities indicated in Condition 30., in which case, the lessee shall be jointly liable regarding the use of the area granted for lease and the activities carried out, understanding that in this case, the Assignee will maintain all obligations derived from this Assignment.

31.2

No subleasing. The respective contracts must establish the prohibition for the lessee to sublease the portion of the Terminals and Intermediate Stations granted for lease.

31.3

No real rights. This Assignment Title does not create real rights over the Terminals and Intermediate Stations in favor of the Assignee or third parties, in accordance with article 16 of the General Law of National Assets. This Condition and corresponding legal provisions will be included in the respective lease contracts.

32.

Preeminence of the Public Passenger Railway Transport Service

Under no circumstances shall the activities mentioned in Condition 30. obstruct the provision of the Public Passenger Railway Transport Service, nor endanger the safety of Users or the assigned Assets. In the event of a violation of the foregoing, the Secretariat shall order in writing the Assignee to carry out the necessary actions to remedy the situation.

SIXTH CHAPTER

GENERAL PROVISIONS

33.

Assignee's Representatives Accredited before the Secretariat

The Assignee must accredit in writing to the Secretariat and the Agency during the validity of the Assignment Title, the authorized legal representative(s), whose powers shall be those of the Trustee Delegate of the Trust Institution in FONADIN, who has powers for acts of administration or through special attorneys-in-fact who have powers for acts of administration in relation to this Assignment, which must be formalized in the applicable legal instrument for this purpose. Furthermore, it is the obligation of the Assignee to inform in writing to the Secretariat and the Agency of any changes for their authorization.

34.

Assignment of Rights of the Assignment

Except in cases where the Secretariat has previously authorized it in writing, the Assignee may not assign, totally or partially, the rights and obligations derived from this Assignment Title, nor the Assets affected by the same instrument; therefore, the Assignee must comply with what is provided in article 18 of the Law. The Secretariat reserves the power to restrict the assignment of rights of the granted Assignment and must ensure that the assignee meets the requirements and capacities that the Law requires to be the holder of an Assignment for the purpose of this, in accordance with article 14 of the Regulations.

The Secretariat may authorize the Assignee to assign totally or partially the rights and obligations of the Assignment Title, in accordance with article 18 of the Law. In the case of a total assignment of the rights and obligations of the Assignment Title, the Secretariat will establish as a condition that the assignee is an entity of the Federal Public Administration's parastatal sector. In this case, the assignee entity will assume the obligation to recover the Assignee's Investment with its minimum return and transfer it to FONADIN.

If the assignment of the Assignment is applicable, the Assignee and the interested party must observe the applicable provisions regarding concentrations referred to in the Federal Economic Competition Law.

The Assignee may irrevocably assign, with prior written authorization from the Secretariat, the Receivable Rights, understanding that at all times the Operation and Maintenance Expenses of the Mexico-Toluca Intercity Train must be covered in accordance with this Assignment Title.

35.

Encumbrances

The Assignee may not pledge the rights derived from this Assignment Title without prior written authorization from the Secretariat. Notwithstanding the foregoing, the Assignee may constitute encumbrances on the rights derived from this Assignment, in accordance with what is provided in article 13 of the Law.

36.

Reserve for Labor Liabilities

The Assignee is obligated to establish a reserve to cover contingent labor liabilities that arise during the validity of the Assignment Title, which must be established in strict compliance with what is provided by Financial Reporting Standard D-3 "Employee Benefits" (NIF D-3), issued by the Mexican Council for Financial Reporting Standards, A.C. (CINIF), which replaces Bulletin D3 "Labor Obligations" of the Mexican Institute of Public Accountants, or that financial reporting standard which is in force. The foregoing, understanding that this obligation will not apply to the Assignee in the event that it does not have the corresponding personnel for the fulfillment of its obligations under the Assignment Title, due to having subcontracted activities that result in the hiring of the respective personnel, in which case, the Assignee will ensure that subcontractors comply with Applicable Legislation for such purposes.

37.

Contributions

37.1

Rights. The Assignee shall pay the Federal Government the fees for the rights that correspond, in accordance with what is established in the Federal Rights Law, in the terms and with the periodicity indicated in said instrument.

37.2

Considerations to the Federal Government. The Assignee shall pay the Federal Government the considerations indicated in Antecedent XX.

37.3

Taxes and other contributions. The Assignee shall be the only one obligated to pay the federal, state, and municipal taxes and other contributions payable in relation to the assigned Assets, the provision of the Public Passenger Railway Transport Service, and, in general, derived from the object of this Assignment Title, in strict compliance with Applicable Legislation.

37.4

Assignee's Liability. It is the obligation of the Assignee to determine, calculate, and pay all contributions under its charge.

38.

Permits and Authorizations

38.1

From the Delivery Date, the Assignee must timely obtain and maintain in force and effect, the permits, licenses, authorizations, and any other similar or analogous that it requires to fulfill the object of this Assignment Title at the Federal, State, and Municipal levels.

38.2

The Assignee must implement security and evacuation protocols for the Mexico-Toluca Railway and obtain the permits, licenses, and authorizations required for these purposes.

39.

Accounting and Statistical Information

39.1

The Assignee is obligated to maintain in automated systems, statistical records on railway operations and movements, efficiency and productivity indicators in general, and make them known in writing to the Secretariat and the Agency when they require them, in the terms and deadlines established by applicable provisions.

The Assignee must use an accounting system in accordance with Applicable Legislation and, based on said system, must deliver reports to the Secretariat in accordance with the guidelines indicated in Annex 15.

39.2

Without prejudice to what is stated in Condition 39.1, the Secretariat and the Agency may, at any time, request in writing from the Assignee legal, accounting, financial, or any other information they deem convenient, related to railway activities, as well as conduct surveys directly with Users of the Mexico-Toluca Intercity Train regarding the provision of the Public Passenger Railway Transport Service.

40.

Verification

40.1

In accordance with articles 6 Bis and 57 of the Law, the Secretariat and the Agency will verify compliance with Applicable Legislation and this Assignment Title in the terms that legally proceed, for which the Assignee will allow, at any time, access to its facilities to verifiers from the Secretariat and the Agency.

40.2

The Secretariat and the Agency, themselves or through verifiers, may request in writing from the Assignee, reports with data that allow them to know the operation and exploitation of the Public Passenger Railway Transport Service.

40.3

The Assignee must have a program authorized by the corresponding authorities to address contingencies or accidents that may occur, which must be made known in writing to the Agency, 15 (fifteen) Calendar Days in advance of the start of operations, in accordance with what is established in article 200 of the Regulations.

41.

Guarantees at the Assignee's Expense

Within the term of 30 (thirty) Calendar Days counted from the Delivery Date, the Assignee must grant a guarantee for the fulfillment of its obligations related to the provision of the Public Passenger Railway Transport Service, in the terms and conditions indicated in Annex 16.

42.

Intellectual Property

42.1

From the signing of this Assignment Title and in accordance with applicable legal provisions, the Secretariat and/or Agency will authorize the Assignee, at no cost, the use of Intellectual Property. The Secretariat will ensure that the Assignee obtains all necessary licenses, permits, or consents to access the Intellectual Property of the Mexico-Toluca Intercity Train.

42.2

The Assignee will not acquire rights or usage licenses for data or any other type of intangible assets and Intellectual Property owned by the Secretariat and/or the Agency or on the

which the Secretariat and/or Agency has the right to use, regardless of whether such use is necessary or not for the object and purposes of this Assignment Title, which shall remain exclusively in the ownership, use, or benefit of the Secretariat and/or the Agency.

42.3

The Assignee acknowledges that the Secretariat shall be the sole holder of Intellectual Property rights over developments written or created by the Assignee, in compliance with the obligations derived from this Assignment Title, in accordance with Applicable Legislation.

42.4

On the date of fulfillment of the term of the Assignment Title, the Assignee must:

Deliver in writing to the Secretariat any rights regarding Intellectual Property, including patents, copyright licenses, and computer programs necessary for the operation of the Mexico-Toluca Intercity Train, excluding those programs developed or acquired by a service provider contracted by the Assignee, for its own use and not solely for the use and operation of the Assigned Assets; and

Ensure that the Secretariat is the holder, licensee, or successor of all rights of Intellectual Property related to the Assigned Assets, including the intellectual property of everything related to the modernization of the assigned systems and trains, except that developed for the own use of any subcontractor or of the Assignee.

42.5

The Assignee must indemnify the Secretariat for any damage it suffers by virtue of a claim for infringement of the use of any Intellectual Property, or because the use of materials, machinery, or equipment in relation to the provision of the Public Service of Passenger Railway Transport infringes the Intellectual Property rights of a third party, unless such infringement is caused by the unauthorized use of that Intellectual Property by the Secretariat.

42.6

The Assignee must make backup copies and keep in its custody all the information, material, and documents that make up the project information in accordance with Applicable Legislation. Without prejudice to the foregoing, the Assignee must deliver in writing to the Secretariat for its approval, its proposals for backup, custody, and storage of such information, material, and documents, and the Secretariat shall have the right to object in writing, such proposals, with justified cause.

42.7

The Secretariat may request in writing, at any time, that the Assignee deliver to it a copy of all or any part of the project information during the term of the Assignment Title. The Assignee must deliver it without delay and must provide any explanation, update, or training regarding it if so requested by the Secretariat.

CHAPTER SEVENTH

TERMINATION AND JURISDICTION

43.

Extension

The Assignee may request an extension of the term of the Assignment Title, in terms of what is provided by articles 8 Bis, 11 of the Law, 17 of the Regulations and, where applicable, 73 of the General Law of National Assets.

44.

Fulfillment of the Assignment Term

The Assignment shall extinguish, automatically and without the need for any declaration by the Secretariat, on the date when the term of the Assignment Title is fulfilled, unless it is extended in accordance with what is established in this Assignment Title.

45.

Termination

This Assignment shall terminate for any of the causes indicated in article 20 of the Law, and 74 of the General Law of National Assets, as applicable and as established in
Annex 19.

In the event of termination of this Assignment, the Federal Government, through the Secretariat or the competent Department, shall assume the outstanding balance of the debt contracted to carry out the Assignee's Investment; as well as the recovery of the invested capital of the Assignee with a minimum return as established in Annex 19.

Likewise, the Assignment shall terminate, without liability for the Parties, in the event that the Annexes are not signed within the period established in Condition 53 of this Assignment Title.

46.

Sanctions

46.1

Failure to comply with the obligations of the Assignee shall be sanctioned in accordance with what is provided by the Law and other current and applicable provisions.

47.

Revocation

47.1

This Assignment may be revoked for any of the causes indicated in article 21 of the Law.

48.

Modification of conditions

The conditions established in this Assignment Title may be reviewed and modified in writing, by agreement between the Secretariat and the Assignee, in accordance with Applicable Legislation.
Except for what refers to Annex 1 and Annex 2, which describe the Movable and Immovable Assets, the other Annexes may be modified in accordance with the applicable legal and administrative provisions, without this implying a modification to this Assignment Title.

49.

Reversion

In the event of termination of the Assignment Title in accordance with what is provided in articles 14 of the Law and 89 of the General Law of Communication Routes, for whatever its cause, the Assigned Assets shall revert to the Nation in good operational and conservation condition, in accordance with the respective Mexican official standards and at no cost to the Federal Government, as well as all works and Improvements carried out by the Assignee, and which are attached to them, with only natural, moderate deterioration and derived from proper use, therefore, in the contrary case, the Assignee shall effect, at its own expense, the repairs that are required at the time of the return or, failing that, indemnify the Federal Government for the defects that the Assets may have suffered due to improper use, or as a consequence of their deficient or inappropriate maintenance.

50.

Right of Preference

50.1

In accordance with the second paragraph of article 14 of the Law, the Federal Government shall have the right of preference with respect to any third party, on equal terms, if applicable, if the Assignee intends to alienate or assign, in one or in a succession of acts, the assets owned by the Assignee and other assets that are indispensable for the continued provision of the Public Service of Passenger Railway Transport, at the price that is determined in accordance with the appraisal that is carried out, in accordance with what is established in the Applicable Legislation.

50.2

The Secretariat shall resolve, in writing, what is pertinent within a period of 30 (thirty) Natural Days, counted from when the Assignee notifies it in writing of its decision to alienate the assets cited in the previous paragraph. If this period elapses without the Secretariat issuing any resolution, it shall be understood that, with respect to said assets, its right of preference has expired.

51.

Jurisdiction

The resolution of any disputes related to the validity or legality related to the Assignment, shall be settled by the competent Federal Courts with headquarters in Mexico City, in accordance with article 4 of the Law and other provisions contained in Applicable Legislation, the Parties waiving any other jurisdiction that may correspond to them by reason of their current or future domicile or any other reason.

52.

Publication

The Assignee shall request from the corresponding area of the Secretariat of the Interior, the publication in the DOF of this Assignment Title, with the exception of its Annexes, and any modification to it, within a period not exceeding 60 (sixty) Natural Days counted from the date of its granting, understanding that the Assignee will cover the cost of such publication in the form and applicable terms.

The signing of this instrument by the Assignee implies acceptance of all and each of the conditions established therein.

53.

Annexes

The Annexes referred to in this Assignment Title, listed below, form an integral part of it and must be carried out within 180 (one hundred eighty) Natural Days following the issuance of this instrument, this period may be extended for the same time.

The Annexes may be classified in accordance with the Federal Transparency Law and Access to Public Information, General Transparency Law and Access to Public Information, as well as the general guidelines on classification and declassification of information and, if applicable, public versions of them will be prepared. All references to Annexes made in the present Assignment Title correspond to the Annexes thereof, unless expressly indicated otherwise.

Annex 1

Description of Immovable Assets

Annex 2

Description of Movable Assets

Annex 3

Description of Auxiliary Services

Annex 4

Operation and maintenance of the Mexico-Toluca Intercity Train

Annex 4.1 Railway Civil Works

Annex 4.2 Railway Subsystems and Operational Control Center

Annex 4.3 Railway Equipment

Annex 4.4 Yards and Stables

Annex 4.5 Maintenance Workshop

Annex 4.6 Auxiliary Buildings

Annex 5

Terms of the provision of the Public Service of Passenger Railway Transport

Annex 6

Rates and their Application Rules

Annex 7

Quality standards and performance levels

Annex 8

Initial Contribution for the Assignment and Complementary Investment

Annex 9

Pre-operational Tests and Safety Certifications

Annex 10

Act and procedure for the delivery and receipt of Assets and legal documents

Annex 11

Improvements

Annex 12

Protocols for the integration of Railway Subsystems and Transport Equipment

Annex 13

Business Plan

Annex 14

Insurance

Annex 15

Guidelines applicable to reports prepared by the Assignee for the Secretariat

Annex 16

Performance Bond

Annex 17

Payment for Availability Service and its Application Rules

Annex 18

Financial Rebalancing

Annex 19

Early Termination

Annex 20

Fortuitous Event or Force Majeure

This Assignment Title is granted in Mexico City on the 25th day of the month of May of 2022. - For the Secretariat: Secretary of Infrastructure, Communications and Transport, Ing. Jorge Arganis Díaz Leal. - Initials. - For the Assignee: Fiduciary Delegate of Public Trust 1936 named National Infrastructure Fund, Ing. Carlos Mier y Terán Ordiales. - Initials.

(R. 523539)

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