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provisions applies to a transfer or assignment of the debt, nor
to the transfer or assignment of a participation therein, by a
bank domiciled in the United States. Respondent also notes that
under New York case law any prohibition on assignment must be
express.
The vague limitations on transferability of Mexican
Government debt on which petitioner relies are largely
meaningless in this case. Under the Debt Participation and
Capitalization Agreement and the Restructure Agreement, the
Mexican Government expressly consented to the transfer of its
US$1,200,000 debt, or of a “participation” therein, to
petitioner. The Mexican Government thereby is to be regarded as
having waived whatever restrictions generally would have applied
to such a transfer of Mexican Government debt to petitioner.
Arguments as to petitioner's alleged lack of an ownership
interest in the debt are clearly erroneous and are rejected.
Similarly, the argument must be rejected that any ownership
interest or participation of petitioner in the debt occurred for
such a momentary period of time that such interest or
participation should be disregarded. It was petitioner's
provision of the US$600,000 that caused the NMB Bank to
relinquish the US$1,200,000 Mexican Government debt -- hardly an
economic fact that we can ignore.
It does appear that another New York-based bank did act as a
mere agent in the debt-equity-swap transaction before us. That
bank’s mere agency role has been ignored for purposes of the
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