Exhibit 4.3

LOAN AGREEMENT

BY AND BETWEEN

Vesta Bajío, S. de R.L. de C.V.,
Vesta Baja California, S. de R.L. de C.V.,
QVC, S. de R.L. de C.V.
QVCII, S. de R.L. de C.V., and

WTN DESARROLLOS INMOBILIARIOS DE MÉXICO, S. DE R.L. DE C.V.

each, a Mexican Sociedad de Responsabilidad Limitada de Capital Variable,

individually and collectively, as the context may require, as Borrower

AND

METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation,

as Lender

July 27, 2016

EXECUTION COPY

TABLE OF CONTENTS

PAGE

Article I
LOAN TERMS AND SECURITY

Article II
CONDITIONS PRECEDENT TO DISBURSEMENT

Article III
BORROWER REPRESENTATIONS, WARRANTIES AND COVENANTS

Article IV
INSURANCE

Article V
BOOKS, RECORDS AND ACCOUNTS

Article VI
LEASES AND OTHER AGREEMENTS AFFECTING THE TRUST PROPERTY

Article VII
ENVIRONMENTAL HAZARDS

Article VIII
CASUALTY, CONDEMNATION AND RESTORATION

Article IX
REPRESENTATIONS OF BORROWER

Article X
CHANGE IN OWNERSHIP, CONVEYANCE OF Trust PROPERTY

Article XI
DEFAULTS AND REMEDIES

Article XII
BORROWER AGREEMENTS AND FURTHER ASSURANCES

Article XIII
RECOURSE LIABILITIES

Article XIV
DEBT SERVICE RESERVE

Article XV
MISCELLANEOUS COVENANTS

EXECUTION COPY 

LOAN AGREEMENT
DEFINED TERMS

THIS LOAN AGREEMENT (this “Agreement”) is made as of the Execution Date by and between Borrower and Lender. All capitalized terms which are not defined in this Agreement shall have the respective meanings set forth in the Exhibits attached to this Agreement and the Pagaré or, if not defined therein, the respective meanings set forth in the Security Trust Agreement.

R E C I T A L S

A.  Lender has agreed to advance to Borrower the Loan in accordance with the terms and conditions set forth in this Agreement.

B.  The Loan is evidenced by the Pagaré.

C.  Immediately prior to the Execution Date, each Borrower held good, marketable and insurable title to the Real Property described and defined in Exhibit A attached to this Agreement owned by each such Borrower and good, sufficient legal title to all the items of Personal Property described and defined in Exhibit B attached to this Agreement owned by it.

D.  Pursuant to the Security Trust Agreement, each Borrower has transferred, or is simultaneously with the execution and delivery of this Agreement transferring, all of its right, title and interest in and to the Real Property and the Personal Property owned by each such Borrower to the Security Trustee as security for the Loan. The Real Property and Personal Property conveyed from time to time to the Security Trustee pursuant to the Security Trust Agreement, whether in connection with the disbursement of the Initial Funding or the Second Funding, a Substitution or otherwise, shall be referred to herein as the “Trust Property”.

E.  Each Borrower makes the following covenants and agreements for the benefit of Lender or any party designated by Lender, including any prospective purchaser of the Loan Documents or participant in the Loan (all of which are collectively referred to as “Lender”).

NOW, THEREFORE, IN CONSIDERATION of the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

Article I
LOAN TERMS AND SECURITY

Section 1.01   Amount of Loan.

(a)   Lender has agreed to make a loan to Borrower in an amount equivalent to the Total Loan Amount. The Loan will be comprised of two separate fundings: the Initial Funding and the Second Funding (each of the foregoing, a “Funding” and collectively, the “Fundings”). Disbursements of the Loan with respect to each Funding shall be made as follows:

(i)    The Initial Funding shall be funded in full in accordance with Section 2.01. There shall only be one Initial Funding Disbursement; and

(ii)    The Second Funding shall be funded in full on the date determined as provided in Section 2.02 provided that the conditions set forth in Section 2.02 are satisfied. If the Second Funding has not been funded by Lender on or prior the date that is thirty (30) days following the Initial Funding Disbursement Date (the “Second Funding End Date”), Lender shall thereafter have no obligation to make the Second

Funding Disbursement. The Second Funding Disbursement shall be considered an advance of the Loan, shall be added to the unpaid principal balance of the Loan as of the day such Second Funding Disbursement is made and shall be secured by the Security Trust Agreement. Borrower shall make a request for the Second Funding Disbursement no later than the tenth (10^th) day before the Second Funding End Date. It shall be an Event of Default hereunder if the Second Funding is not made on or prior to the Second Funding End Date due to reasons within the control of Borrower (including, without limitation, any failure of any Second Funding Disbursement Condition if such failed Second Funding Disbursement Condition was within Borrower’s control to satisfy). For the avoidance of doubt, it shall not be an Event of Default hereunder if the Second Funding is not made on or prior to the Second Funding End Date due to reasons within the control of Lender provided all Second Funding Disbursement Conditions within the control of Borrower have been satisfied on or before the Second Funding End Date.

Any amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed. Lender’s obligations to make any Disbursement in accordance with the terms and provisions of this Agreement are an independent contract made by Lender to Borrower separate and apart from any other obligation of Lender to Borrower under the other provisions of the Loan Documents and the Unsecured Indemnity Agreement. The obligations of Borrower under the Loan Documents and the Unsecured Indemnity Agreement shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender by reason of Lender’s failure to make the Second Disbursement.

(b)  Lender shall disburse (i) the Initial Funding Disbursement on the Initial Funding Disbursement Date and (ii) the Second Funding Disbursement upon satisfaction of the conditions set forth in Section 2.02. At least ten (10) days prior to the date of the Second Funding Disbursement and in no event later than the tenth (10^th) day before the Second Funding End Date (the date of such disbursement, the “Second Funding Disbursement Date”), Borrower shall deliver to Lender a completed Loan Request executed by Borrower in the form of Exhibit K (“Loan Request”) which shall identify the proposed Second Funding Disbursement Date (which shall be a Business Day).

Section 1.02   Term of Loan; Amounts In Us Dollars. The Loan shall be for a term commencing on the Execution Date and ending on August 1, 2026 (the “Maturity Date”), at which time all amounts owing under the Loan Documents shall be due and payable in full. All payments due to Lender under the Loan Documents and the Unsecured Indemnity Agreement, whether at the Maturity Date or otherwise, shall be paid in immediately available Dollars. On the Execution Date, Borrower shall pay to Lender the Loan Fee applicable to the Initial Funding and the Second Funding (i.e., in the amount of US$750,000.00); provided, however, in the event that Lender has not made the Second Funding as of the Second Funding End Date, Lender shall promptly refund to Borrower after the Second Funding End Date a portion of the Loan Fee in the amount of US$150,365.00.

Section 1.03   Interest Rate and Payment Terms.

(a)    The interest rate applicable to the Loan is four and fifty-five hundredths percent (4.55%) (the “Interest Rate”). Payments of interest and principal on the Loan shall be made by Borrower in accordance with the terms and conditions set forth in this Agreement, the Pagaré and the Security Trust Agreement. All monthly installments shall be applied first to the payment of interest and, to the extent applicable, second to the reduction of principal. Interest shall be calculated on a daily basis of the actual number of days elapsed over a 360-day year. On and prior to August 1, 2023, Borrower shall be required to make monthly payments of interest only on each monthly payment date, in accordance with the terms set forth in the Pagaré. After August 1, 2023, Borrower shall be required to make monthly payments of

interest and principal on each monthly payment date in accordance with the terms set forth in the Pagaré. The principal component of the monthly installments of principal and interest due on the Loan shall be paid in accordance with the thirty (30) year amortization schedule set forth in the Pagaré. The entire outstanding principal balance of the Loan, together with all accrued interest and all other sums due under the Loan Documents and the Unsecured Indemnity Agreement, shall be paid on the Maturity Date.

(b)    All payments to Lender pursuant to the Loan Documents and the Unsecured Indemnity Agreement will be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, levied, collected, withheld or assessed by any Mexican Governmental Authority (“Taxes”), other than withholding taxes at a rate of four and nine-tenths percent (4.9%) (or such other rate as may be applicable pursuant to, in the case of Lender, the United States-Mexico Income Tax Convention signed at Washington on September 18, 1992, along with a Protocol and an Additional Protocol that modified the Convention signed at Mexico City on September 8, 1994, as amended by the Protocol signed at Mexico City on November 26, 2002, as the same may be further amended, renegotiated, modified, replaced, supplemented or restated from time to time (the “US-Mexico Tax Treaty”), or, in the case of an assignee or transferee of Lender, the applicable income tax treaty, if any, and the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta)) on interest, fees and other such payments (as applicable) made by Borrower to Lender (“Excluded Taxes”). Lender shall, to the extent permitted by applicable law at the time and following written request of Borrower, provide Borrower with a copy of U.S. Internal Revenue Service Form 6166 (Certification of U.S. Tax Residency) for each calendar year during which the Loan is outstanding (a “Tax Certification”). In the event that, to Lender’s actual knowledge, the Tax Certification most recently delivered to Borrower becomes inaccurate in any material respect as a result of any factual change with respect to Lender, where the result of such factual change is a change in the applicable withholding rate, then, promptly after becoming aware of such factual inaccuracy, Lender agrees to deliver an updated Tax Certification to Borrower or notify Borrower of such inaccuracy.

(c)    If Borrower is required to deduct or withhold any Taxes other than Excluded Taxes, then Borrower will pay to Lender such additional amount as is necessary to ensure that the net amount actually received by Lender (free and clear of such Taxes, whether assessed against Borrower or Lender) will equal the full amount Lender would have received had no such deduction or withholding been required or made. As soon as possible, but in any event no later than fifteen (15) days following the date on which Borrower pays any Taxes to the Mexican tax authority, Borrower shall deliver to Lender the original or certified copy of a receipt or stamped tax return issued by such tax authority evidencing such payment and all other additional information and documents that Lender shall reasonably request relating to such payment.

(d)    Borrower shall timely pay the full amount of Excluded Taxes deducted or withheld to the relevant Mexican tax authority in accordance with applicable law. As soon as possible, but in any event not later than fifteen (15) Business Days following the date on which Borrower pays any Excluded Taxes to the Mexican tax authority, Borrower shall deliver to Lender the original or a certified copy of a receipt or stamped tax return issued by such tax authority, or other documentation reasonably acceptable to Lender, evidencing such payment and all other additional information and documents that Lender shall reasonably request relating to such payment.

(e)    In the event that Lender is unable to obtain a full tax credit on its United States tax return for any Excluded Taxes withheld by Borrower as provided herein and in the Loan Documents as a result of (i) the failure of any Borrower to furnish Lender with any of (A) a copy of the tax return filed with the relevant Governmental Authority, (B) the written evidence of payment of such Excluded Taxes to the Mexican tax authority or, (C) if reasonably required by Lender, a certificate of income tax

withholding or (ii) any other action or inaction of any Borrower that would reasonably be expected to cause the inability to obtain a full tax credit and which, in the case of inaction, follows a reasonable request of Lender of an action by Borrower, then Borrower will pay to Lender, within ten (10) Business Days after written demand therefor (which demand shall specify the reason for which Lender was unable to obtain the tax credit and confirm (1) that Lender was unable to claim such tax credit as a result of action or inaction of Borrower (and specifying such action or inaction) and (2) the amount of any such Excluded Taxes not fully credited on the United States tax return of Lender), such additional amount as is necessary, without duplication of any additional amounts paid pursuant to Section 1.03(c), to ensure that the net amount actually received by Lender (free and clear of Taxes, including Excluded Taxes for which Lender is unable to obtain a United States tax credit as described above) will equal the full amount Lender would have received had no such deduction or withholding for such Excluded Taxes been required or made. A certificate as to the reason for which Lender was unable to obtain the tax credit and confirming (1) that Lender was unable to claim such tax credit as a result of action or inaction of Borrower and (2) the amount of any such Excluded Taxes not fully credited on the United States tax return of Lender, delivered to Borrower by Lender in good faith, shall be conclusive and binding absent manifest error.

(f)    Borrower shall indemnify Lender, within ten (10) Business Days after written demand therefor for (i) the full amount of any Taxes (other than Excluded Taxes) paid by Lender with respect to any payment by or obligation of Borrower hereunder or under the Loan Documents (including such Taxes imposed on, asserted against or attributable to amounts payable as contemplated herein or in the Loan Documents) and any liability, including penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted; and (ii) the full amount of any Excluded Taxes not duly and timely paid by Borrower as required under Section 1.03(d) and any liability, including penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted, except to the extent the Excluded Taxes are paid by Lender and Lender is able to obtain a tax credit on its United States tax return with respect to such Excluded Taxes. A certificate as to the amount, of any Excluded Taxes not fully credited on the United States tax return of Lender, delivered to Borrower, and prepared by Lender, shall be conclusive and binding absent manifest error.

(g)    Notwithstanding anything to the contrary contained in this Section 1.03, if Lender assigns or transfers all or part of its interests in the Loan Documents or the Unsecured Indemnity Agreement, Borrower shall not be required to make any greater payment in respect of such interests pursuant to this Section 1.03 than Borrower would have been required to make in respect of the assigning Lender at the time of such assignment or transfer; provided, however, for the avoidance of doubt, nothing in this clause (g) shall limit (i) the rights of Lender to sell, transfer or assign all or a portion of its interest in the Loan to any assignee, participant or other transferee pursuant to Section 12.01 and (ii) the rights of such assignee, participant or other transferee under this Section 1.03 as a result in a change of law occurring after the date of such assignment or transfer.

Section 1.04   Acceleration.

(a)    The Loan may be accelerated, at the option of Lender, following an Event of Default hereunder or under the other Loan Documents. Upon such acceleration, the Accelerated Loan Amount (as defined below) shall be immediately due and payable, together with interest accrued pursuant to the terms of the Loan Documents and any other amounts then payable under the terms of the Loan Documents. The Default Interest Rate shall commence to accrue upon the occurrence of an Event of Default and shall continue so long as the Event of Default is continuing or, if the Loan has been accelerated, until the Accelerated Loan Amount is indefeasibly paid in full.

(b)    The Accelerated Loan Amount shall bear interest at the Default Interest Rate which shall never exceed the maximum rate of interest permitted to be contracted for under applicable law.

(c)    “Accelerated Loan Amount” shall mean the entire amount of the Secured Obligations and all other sums evidenced by and/or secured under the Loan Documents and the Unsecured Indemnity Agreement, including without limitation any Applicable Prepayment Fee and/or Late Charges.

Section 1.05   Prepayment. The Secured Obligations may not be prepaid in whole or in part at any time prior to the Maturity Date except as follows:

(a)    The Secured Obligations may not be prepaid in whole or in part at any time prior to August 1, 2021 (the “Lockout Date”).

(b)    The Secured Obligations may not be prepaid in whole or in part at any time prior to the Maturity Date except as follows: commencing on the Lockout Date (the period through but excluding the Lockout Date sometimes referred to herein as the “Lockout Period”), Borrower may prepay the Secured Obligations, in whole (but not in part except in connection with a Partial Release), upon payment of the Applicable Prepayment Fee, on not less than sixty (60) days’ prior written notice to Lender. Any tender of payment by Borrower (or any of them) or any other person or entity of the Secured Obligations, except as expressly provided in this Section 1.05, shall constitute a prohibited prepayment and the Applicable Prepayment Fee shall be payable thereon. Without limitation of the foregoing, if a prepayment of all or any part of the Secured Obligations is made (i) during the Lockout Period, (ii) following an Event of Default and an acceleration of the Maturity Date, or (iii) in connection with a purchase of any individual Trust Property, or a repayment of the Secured Obligations at any time before, during or after, a judicial or non-judicial foreclosure or sale of any individual Trust Property, then to compensate Lender for the loss of the investment, Borrower shall pay an amount equal to the Applicable Prepayment Fee.

(c)    Notwithstanding anything to the contrary contained herein, from and after the Open Date (such period, the “Open Period”), Borrower may prepay the Loan in full (but not in part) upon thirty (30) days’ prior written notice to Lender without the payment of the Applicable Prepayment Fee, provided Borrower shall pay to Lender all accrued interest through the date of such prepayment.

(d)    Borrower acknowledges that Lender has relied upon the anticipated investment return under the Pagaré in entering into transactions with, and in making commitments to, third parties, and that the tender of any prohibited prepayment shall, to the extent permitted by law, include the Applicable Prepayment Fee. Borrower agrees that the Applicable Prepayment Fee represents the reasonable estimate of Lender and Borrower of fair average compensation for the loss that may be sustained by Lender as a result of a prohibited prepayment of the Pagaré and it shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid under the Loan Documents. Notwithstanding the foregoing, the parties recognize and acknowledge that the Applicable Prepayment Fee constitutes for all purposes the payment of a fee and not a penalty.

(e)    EXCEPT AS EXPRESSLY PROVIDED HEREIN, BORROWER EXPRESSLY (1) WAIVES ANY RIGHTS IT MAY HAVE UNDER APPLICABLE LAW TO PREPAY THE PAGARÉ, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THE PAGARÉ, AND (2) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THE PAGARÉ IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THE PAGARÉ BY LENDER ON ACCOUNT OF ANY DEFAULT BY

BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THIS AGREEMENT, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE APPLICABLE PREPAYMENT FEE SPECIFIED IN THIS SECTION 1.05. BY EXECUTING THIS AGREEMENT, BORROWER AGREES THAT LENDER’S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THE PAGARÉ CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

(f)    Simultaneously with any Partial Release made in accordance with this Agreement, Borrower shall execute and deliver to Lender, subject to the simultaneous receipt of the Pagaré being replaced and cancelled a new Pagaré in form of Exhibit D hereto reflecting the revised outstanding principal amount and a revised repayment schedule for the Loan (which shall, for the avoidance of doubt, be prepared by Lender based on an amortization term equal to 360 months less the number of full interest accrual periods that have elapsed since the Execution Date and an assumed Interest Rate equal to the Interest Rate) after giving effect to such prepayment.

Section 1.06   Application of Payments. At the election of Lender, and to the extent permitted by applicable law, all payments made pursuant to the Loan Documents shall be applied in the order selected by Lender to any expenses, prepayment fees, the Applicable Prepayment Fee, Late Charges (as defined in the Pagaré), Escrow Deposits (as hereinafter defined), and other sums due and payable under the Loan Documents, and to unpaid interest at the Interest Rate or the Default Interest Rate, as applicable. The balance of any payments shall be applied to reduce the then unpaid outstanding principal balance of the Loan.

Section 1.07   Increased Costs. If, due to either (a) the introduction after the date hereof of or any change after the date hereof in or in the interpretation of any law or regulation or (b) the compliance with any guideline or request after the date hereof from any Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to Lender of agreeing to make or of making, funding or maintaining the Loan (including any increase in taxes other than net income taxes, franchise taxes or withholding taxes), then Borrower shall from time to time, upon demand by Lender pay to Lender additional amounts sufficient to compensate Lender for such increased cost (which demand shall specify such additional amount). A certificate as to the amount of such increased cost, submitted to Borrower by Lender shall be conclusive and binding for all purposes, absent manifest error. Failure or delay on the part of Lender to demand compensation pursuant to this Section 1.07 shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section 1.07 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that Lender notifies Borrower of the event giving rise to such increased costs or reductions, and of Lender’s intention to claim compensation therefor (except that, if the applicable event giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 1.08   Change in Law. Notwithstanding any other provision of the Loan Documents, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for Lender to make any disbursements or to continue to maintain the Loan at the applicable Interest Rate (as defined in the Pagaré) in accordance with the terms of the Loan Documents, then (absent the mutual written agreement of Borrower and Lender on an alternative interest rate), on notice thereof and demand therefor by Lender to Borrower, (1) the Loan shall at the option of Lender be due and payable one hundred twenty (120) days after written notice to Borrower or such earlier date upon which it shall become unlawful for Lender to

make any disbursements or to continue to maintain the Loan at the applicable Interest Rate in accordance with the terms of the Loan Documents, provided that, anything in this Agreement to the contrary notwithstanding, no Prepayment Fee or Default Prepayment Fee will be due in connection therewith and (2) Borrower agrees in writing to pay or reimburse Lender (and shall pay or reimburse Lender) in accordance with Section 11.06 hereof for the payment of any costs, expenses, penalties, fines or other sums incurred by Lender as a result of such unlawfulness which becomes payable at any time when the Loan is outstanding in accordance with the terms of Section 1.04.

Section 1.09   Security. To secure the payment of all amounts owed to Lender pursuant to the Pagaré and any other amounts required to be paid by Borrower under this Agreement and any of the other Loan Documents with interest at the rates set forth therein and the full performance by Borrower of all of the other terms, covenants and obligations set forth in the Loan Documents (collectively, the “Secured Obligations”), Borrower has contemporaneously herewith executed and delivered the Security Trust Agreement, pursuant to which Borrower has assigned, conveyed, granted, transferred and warranted all of its right, title and interest in and to the Trust Property to the Security Trustee, in trust, for the benefit of Lender.

Article II
CONDITIONS PRECEDENT TO DISBURSEMENT

Section 2.01   Initial Funding Disbursement. Borrower hereby agrees that Lender’s obligation to make the Initial Funding Disbursement shall be conditioned upon Borrowers’ satisfaction of any and all conditions required by Lender to be satisfied, including, without limitation, the following (the date of funding of the Initial Funding, the “Initial Funding Disbursement Date”):

(a)   Conditions set forth in that certain Letter from Lender to Borrower dated April 14, 2016 and accepted and agreed to by Borrower April 21, 2016, which have been satisfied on or before the Execution Date (excluding those applicable to the Second Funding Trust Property).

(b)   Lender shall have received a Pagaré in the form of Exhibit D executed by Borrower in favor of Lender in the amount of the Initial Funding.

(c)   Lender shall have received an original of a letter executed by the notary public under which the Security Trust Agreement will be granted, in which such notary public certifies that all preventive notices (avisos preventivos) with respect to the assignment of the Trust Property (excluding the Second Funding Trust Property) in favor of the Trustee are in effect.

(d)   The Initial Funding Disbursement Date Shall occur no later than July 28, 2016.

(e)   In the event that the Initial Funding Disbursement Date is not the Execution Date, all representations and warranties made by Borrower in any Loan Document, the Unsecured Indemnity Agreement and in any certificate or other document delivered to Lender on the Execution Date shall be true and correct as of the Initial Funding Disbursement Date, and Borrower shall be deemed to remake each such representation and warranty upon Lender’s making of the Initial Funding.

Section 2.02   Second Funding Disbursement.

(a)   The Second Funding shall be funded in one advance on the Second Funding Disbursement Date in accordance with the terms of this Section 2.02.

(b)   Borrower hereby agrees that Lender’s obligation to make the Second Funding Disbursement shall be conditioned upon Borrowers’ satisfaction of any and all conditions required by Lender to be satisfied (the “Second Funding Disbursement Conditions”), including, without limitation, the following:

(i)   Lender shall have received an original of a letter executed by the notary public under which the Security Trust Agreement will be granted, in which such notary public certifies that all preventive notices (avisos preventivos) with respect to the assignment of the Second Funding Trust Property in favor of the Trustee are in effect.

(ii)   Borrower shall submit to Lender a Loan Request at least ten (10) days prior to the proposed Second Funding Disbursement Date (and no later than ten (10) days prior to the Second Funding End Date) and simultaneously with the Loan Request specify the anticipated Second Funding Disbursement Date;

(iii)   The proposed Disbursement Date for the Second Funding Disbursement does not occur after the Second Funding End Date;

(iv)  No default or Event of Default shall then exist under the Loan Documents or the Unsecured Indemnity Agreement;

(v)   Lender shall have received payment of, in the event that the Second Funding Disbursement Date occurs on a day other than the first day of a calendar month, interest accruing on the Second Funding from the Second Funding Disbursement Date through the end of the month in which the Second Funding Disbursement Date occurs (which amounts shall be deducted and retained by Lender from the Second Funding Disbursement);

(vi)  Borrower shall deliver to Lender a certification that all the representations and warranties set forth in in the Loan Documents and the Unsecured Indemnity Agreement are true and correct in all material respects as of the date of the making of the Second Funding Disbursement;

(vii)   Borrower shall have complied with the requirements set forth in Section 14.01 or Section 14.03 hereof;

(viii)    Lender shall have received replacement Pagaré in the form of Exhibit D hereto executed by Borrower in favor of Lender reflecting the Total Loan Amount and a revised repayment schedule for the Loan (which shall, for the avoidance of doubt, be prepared by Lender based on an amortization term equal to 360 months less the number of full interest accrual periods that have elapsed since the Execution Date and an assumed Interest Rate equal to the Interest Rate), together with evidence that Borrower has duly authorized and executed such replacement Pagaré. Except for the Total Loan Amount and the revised repayment schedule, the terms of the replacement Pagaré shall be same as the Pagaré delivered to Lender on the Execution Date;

(ix)  The Second Funding Trust Properties shall be transferred to the Security Trustee pursuant to the Security Trust Agreement (and thereafter become part of the Trust Property) free and clear of all liens and encumbrances and otherwise in a manner acceptable to Lender;

(x)   Borrower shall execute such amendments, ratifications and assumptions to the Loan Documents and Unsecured Indemnity Agreement reasonably requested by Lender in connection with the Second Funding Disbursement (including, without limitation, to cause the representations, covenants, indemnifications and other provisions of such agreements to apply to the Second Funding Trust Properties and to reflect that the Allocated Loan Amount for the Second Funding Trust Properties as determined by Lender in its sole discretion);

(xi)  Borrower shall deliver to Lender such opinions of counsel related to the Second Funding Disbursement reasonably required by Lender;

(xii)   Lender shall have received, at Borrower’s sole cost and expense, (1) title insurance policies for each of the Second Funding Trust Properties in form and substance satisfactory to Lender in all respects and (2) any endorsements to the title policies relating to the Trust Properties existing as of the Initial Funding Disbursement Date required by Lender relating to the addition of the Second Funding Trust Properties to the Security Trust, which endorsements shall be in form and substance satisfactory to Lender in all respects;

(xiii)   Borrower shall have delivered an Officer’s Certificate certifying that the requirements of this Section 2.02 have been satisfied;

(xiv)   Borrower shall have paid to Lender all out-of-pocket costs and expenses incurred by Lender in connection with the applicable Second Funding Disbursement, including, without limitation, title insurance premiums and the reasonable fees and expenses of Lender’s attorneys; and

(xv)  Since the Execution Date, there has been no material adverse change to (a) any of the Second Funding Trust Properties or (b) in the business, assets or financial condition of Borrower that is likely to have a material adverse impact on Borrower’s ability to perform its obligations under the Loan Documents or the Unsecured Indemnity Agreement.

(c)   Lender shall have no obligation to make the Second Funding Disbursement at any time during which a default or Event of Default is continuing. The making of the Second Funding Disbursement by Lender at the time when a default or Event of Default has occurred and is then continuing shall not be deemed a waiver or cure of that default or Event of Default, nor shall Lender’s rights and remedies be prejudiced in any manner thereby.

Article III
BORROWER REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01   Due Authorization, Execution, and Delivery.

(a)    Each Borrower represents and warrants that it is a sociedad de responsabilidad limitada de capital variable duly organized and validly existing under the laws of the United Mexican States (“Mexico”), that it has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted.

(b)    Each Borrower represents and warrants that the execution of the Loan Documents and the Unsecured Indemnity Agreement by such Borrower have been duly authorized and there is no provision in the organizational documents, or any other agreement, document or instrument of Borrower or under applicable law, requiring further consent for such action by any other person or entity.

(c)    Each Borrower represents and warrants that the execution, delivery and performance of the Loan Documents and the Unsecured Indemnity Agreement by such Borrower will not result in such Borrower’s being in default under any provision of its organizational documents. Each Borrower represents and warrants that the execution, delivery and performance of the Loan Documents and the Unsecured Indemnity Agreement by such Borrower will not result in such Borrower’s being in default under any provision of any encumbrance, trust agreement, lease, credit or other agreement to which it is a party or which affects it or the Trust Property or any portion thereof, except where such default does not, or is not reasonably likely to, result in a Material Adverse Effect.

(d)    Each Borrower represents and warrants that its legal representative has all the necessary powers and authorizations (organizational and otherwise) to execute and deliver the Loan Documents and the Unsecured Indemnity Agreement on its behalf, and that such powers and authorizations (organizational and otherwise) have not been revoked or limited in any way whatsoever.

(e)    Each Borrower represents and warrants that the Loan Documents and the Unsecured Indemnity Agreement have been duly authorized, executed and delivered by Borrower and constitutes legal, valid, and binding obligations of Borrower which are enforceable in accordance with their respective terms except as may be limited by applicable Bankruptcy Law and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f)    Borrower represents and warrants that there are no Liens (other than the Permitted Exceptions) filed against any Borrower or its properties that would be shown on a certificate of no Liens (constancia de folio mercantil y constancia de folio real sin anotaciones de gravamenes vigentes) issued by the public registry of commerce of the jurisdiction of each Borrower’s corporate domicile.

(g)    Each Borrower represents that the execution and delivery of the Loan Documents do not, and the performance by such Borrower of its obligations thereunder will not, (a) result in a violation of the laws of Mexico, or, to the best of each Borrower’s knowledge, the United States of America, and the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), or any order, writ, judgment, injunction, decree, determination or award binding on any Borrower or (b) result in a breach of, a default under, or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of any Borrower under, or result in or require the creation any Lien upon or security interest in any property of Borrower pursuant to the terms of, any agreement to which it is a party.

(h)    Except as previously disclosed to Lender in writing prior to the closing of the Loan (the “Disclosed Litigations”), each Borrower represents that there is no action, suit, investigation, litigation, or proceeding against such Borrower pending or, to the best of such Borrower’s knowledge, threatened before any court, governmental agency or arbitrator that challenges the legality, validity or enforceability of any Loan Document or the Unsecured Indemnity Agreement. Each Borrower represents that the Disclosed Litigations do not, and are not reasonably likely to, have a Material Adverse Effect.

(i)    All the representations and warranties made by Borrower in the Security Trust Agreement herein and in the Unsecured Indemnity Agreement are true, correct and accurate as of the date hereof.

Section 3.02   Performance by Borrower. Borrower shall pay the amounts owed under the Loan Documents and the Unsecured Indemnity Agreement to Lender and shall keep and perform each and every other obligation, covenant and agreement of the Loan Documents and the Unsecured Indemnity Agreement.

Section 3.03   Warranty of Title to Trust Property.

(a)    Each Borrower warrants that in accordance with the Security Trust Agreement and subject to the existing Lease Agreements and the Permitted Exceptions, it has lawfully transferred and conveyed to the Security Trustee or that on or before the Execution Date will have lawfully transferred and conveyed to the Security Trustee (A) good, marketable, indefeasible and insurable fee simple absolute title to that portion of the Trust Property comprised of Real Property, and (B) good, sufficient and legal title to that portion of the Trust Property comprised of Personal Property. Borrower further represents and warrants that all of the information on Exhibit G attached to this Agreement is true, accurate and complete in all material respects.

(b)    Each Borrower warrants that each individual Trust Property owned by it is (x) free from any conditions, limitations or restrictions on ownership except for the Permitted Exceptions, (y) not subject to any options or preemptive rights to purchase (including, without limitation, rights of first refusal or rights of first offer other than pursuant to the Lease Agreements or under applicable law) (and if subject to any such options or preemptive rights to purchase, all such options and preemptive rights to purchase have been duly waived to the extent described in the tenant estoppel certificates delivered to Lender in connection with the closing of the Loan with respect to existing Lease Agreements), and (z) current in the payment of all applicable Impositions (as defined below).

(c)    Borrower further covenants to warrant and forever defend and indemnify Lender and the Security Trustee from and against all persons or entities claiming any interest in the Trust Property (other than pursuant to the Permitted Exceptions) or any portion thereof.

Section 3.04   Taxes, Liens and Other Charges.

(a)    Borrower shall pay or cause to be paid all real estate, predial and other taxes, assessments, water charges, license or permit fees, Liens, fines, penalties, interest, contributions or other fiscal responsibilities, and other similar public and private claims which may be payable, assessed, levied, imposed upon or become a Lien on or against any portion of the Trust Property (all of the foregoing items are collectively referred to as the “Impositions”). Each Imposition shall be paid no later than the date on which such Imposition would become delinquent and Borrower shall produce to Lender receipts of the imposing authority, or other evidence reasonably satisfactory to Lender, evidencing the payment of the Imposition in full.

(b)    If Borrower elects by appropriate legal action to contest any Imposition, Borrower shall (1) (i) provide to Lender evidence of payment of the Imposition in full, or (ii) provide to Lender evidence of (A) payment of a bond or (B) any other guaranty permitted by applicable law, in order to secure in favor of the relevant Governmental Authority the full payment of the Imposition in an amount sufficient to pay the contested Imposition plus all fines, interest, penalties and costs which may become due pending the determination of the contest which such guaranty or bond shall remain in full force and effect for the duration of the contest proceeding, and if Borrower fails to comply with the foregoing, then (2) Borrower shall deposit cash with Lender as a reserve in an amount which Lender determines is sufficient to pay the Imposition plus all fines, interest, penalties and costs which may become due pending the determination of the contest. Upon Borrower’s deposits of this reserve with Lender or pursuant to the requirements of the legal action, as applicable, Borrower shall not be required to pay the Imposition

provided that the contest operates to prevent enforcement or collection of the Imposition, and the sale or forfeiture of, the Trust Property or any portion thereof, and is prosecuted with due diligence and continuity. Upon termination of any such proceeding or contest, Borrower shall pay the amount of the Imposition as finally determined in the proceeding or contest. Provided that there is not then an Event of Default, the monies which have been deposited with Lender pursuant to this Section 3.04 shall be applied toward such payment and the excess, if any, shall be returned to Borrower.

(c)    In the event of the passage, after the Execution Date, of any law which deducts from the value of any individual Trust Property, for the purposes of taxation, any lien or security interest encumbering such Trust Property, or changes in any way the existing laws regarding the taxation of security trust agreements, and/or security agreements or debts secured by these instruments, or changes the manner for the collection of any such taxes, and the law has the effect of imposing payment of any Imposition upon Lender, at Lender’s option, the Secured Obligations shall immediately become due and payable. Notwithstanding the preceding sentence, Lender’s election to accelerate the Loan shall not be effective if (i) Borrower is permitted by law (including, without limitation, applicable interest rate laws) to, and actually does, pay the Imposition or the increased portion of the Imposition and (ii) Borrower agrees in writing to pay or reimburse Lender in accordance with Section 11.06 hereof for the payment of any such Imposition which becomes payable at any time when the Loan is outstanding. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event that Borrower is not permitted by law to pay the Imposition or the increased portion of the Imposition, no Prepayment Fee or Default Prepayment Fee shall be payable by Borrower in connection with any prepayment or repayment of the Loan made pursuant to this Section 3.04(c).

(d)    Borrower represents and warrants that each Borrower is current in the payment of any and all Impositions which are due and payable as of the date hereof.

Section 3.05   Escrow Deposits.

(a)    Subject to Section 3.05(c) below, Borrower shall deposit with Lender, in an account to be designated by Lender, on the first day of each month an amount equal to one twelfth (1/12) of the amounts Lender has notified Borrower in writing are the amounts which Lender has reasonably determined are necessary to pay, on an annualized basis, (i) all Impositions, (ii) all premiums required to maintain the insurance policies more fully described in Article 4 (together with the Impositions, the “Payments”) until such time as Borrower has deposited an amount equal to the annual charges for the Payments (the “Escrow Deposits”) and on demand, Borrower shall pay to Lender from time to time any shortfall in the amounts required to pay the Payments. Borrower will furnish bills for all Payments to Lender on the earlier of thirty (30) days before any Payment shall become due or receipt of such bill. No payments shall be deemed to be trust funds and these funds may be commingled with the general funds of Lender. Lender shall have no obligation to pay interest to Borrower with respect to the Escrow Deposits. If no Event of Default shall exist, all Escrow Deposits shall be applied to the Payments prior to their becoming delinquent and the excess, if any, shall continue to be held as Escrow Deposits to be used as provided herein. If an Event of Default shall exist the Escrow Deposits shall be applied, at Lender’s option, to curing of such Event of Default or the payment of the Secured Obligations.

(b)    If any Escrow Deposit is not deposited in the account designated therefor by Lender within seven (7) days after the date on which such deposit is due, Lender shall have the option to charge Borrower a late fee equal to four percent (4%) of the amount of the deficiency.

(c)    Notwithstanding anything contained in this Agreement or the Security Trust Agreement to the contrary, Lender shall not require the Escrow Deposits unless and until any one of the following shall have occurred: (i)  a Default or an Event of Default exists under the Loan Documents or

the Unsecured Indemnity Agreement; (ii) there shall be a Transfer (as hereinafter defined) in violation of the terms of the Loan Documents; or (iii) at any time any Borrower fails to furnish to Lender and the Security Trustee, not later than ten (10) days before the dates on which any insurance premiums would become delinquent, receipts for the payment of such insurance premiums or appropriate proof of issuance of a new policy which continues in force the insurance coverage of the existing policy. If any of the foregoing events shall occur, Lender reserves the right to require Escrow Deposits from Borrower at any time in its absolute discretion notwithstanding the fact that the Event of Default shall have been cured, or that the Transfer shall later have been approved in writing or otherwise by Lender.

Section 3.06   Care And Use Of The Trust Property.

(a)    Borrower represents and warrants to Lender as follows:

(i)    All authorizations, approvals, licenses, and permits required for the occupancy of the “Improvements” (as defined in Exhibit A) for the Use have been obtained, paid for and are in full force and effect, and Borrower shall enforce the terms of the Lease Agreements (provided that it is understood that such enforcement shall be conducted in a manner consistent with Borrower’s standard management practices) to cause the tenants of the Trust Property to obtain and maintain in full force and effect all authorizations, approvals, licenses, and permits required for the operation and occupancy of the Improvements for the Use.

(ii)    The Improvements, all plazas, parking facilities and landscaping upon the described “Land” (as defined in Exhibit A) and their Use comply with (and no notices of violation have been received in connection with) all Requirements (other than with respect to de minimis violations that do not have, and are not reasonably likely to have, a Material Adverse Effect) and Borrower shall at all times comply with all present or future Requirements affecting or relating to the ownership, operation, construction, occupancy or Use of the Trust Property (other than with respect to de minimis violations that do not, and are not reasonably likely to have, have a Material Adverse Effect). Borrower shall furnish Lender, on request, proof of compliance with the Requirements (other than with respect to de minimis violations that do not have, and are not reasonably likely to have, a Material Adverse Effect). No Borrower shall use or permit the use of any individual Trust Property, or any part thereof, for any illegal purpose.

(iii)   Borrower has complied and shall comply with all requirements of all instruments and agreements affecting the Trust Property, whether or not of record, including without limitation all covenants and agreements by and between any Borrower and any Governmental Authority pertaining to the development, use, operation or occupancy of any individual Trust Property, or any portion thereof. Borrower, at its sole cost and expense, shall keep each individual Trust Property or cause each individual Trust Property to be kept in good order, condition, and repair, and make all necessary structural and non-structural, ordinary and extraordinary repairs to each individual Trust Property.

(iv)   Each Borrower shall abstain from, and not permit, the commission of waste to each individual Trust Property and shall not remove or alter in any substantial manner the structure or character of any Improvements without the prior written consent of Lender.

(v)    The zoning approval for each individual Trust Property is not dependent upon the ownership or use of any property which is not encumbered by the Loan Documents.

(vi)   Other than as disclosed in the Environmental Report, no power transformers located on any individual Trust Property, contain polychlorinated biphenyls or, except as permitted under Requirements of Environmental Laws (as hereinafter defined), any other Hazardous Material (as hereinafter defined) and any such power transformers are maintained in accordance with all applicable Mexican laws, including any applicable Requirements of Environmental Laws.

(vii)   Each individual Trust Property has access to public streets sufficient to support the operation and Use of such Trust Property. No rights, payments or licenses are required in addition to those which currently accompany the Trust Property in order to use such access.

(viii)   No Borrower owns any tangible Personal Property which is located at, or on, any Real Property, other than as described in the Security Trust Agreement and as set forth on Exhibit J attached hereto.

(b)    Subject to the provisions of any Lease Agreements in effect as of the Execution Date or otherwise approved by Lender, Lender shall have the right, at any time and from time to time during normal business hours (except in case of an emergency) upon prior reasonable notice to Borrower, to enter any individual Trust Property in order to ascertain Borrower’s compliance with the Loan Documents and the Unsecured Indemnity Agreement, to examine the condition of such Trust Property, to perform an appraisal, to undertake surveying or engineering work, and to inspect premises occupied by tenants. Borrower shall cooperate with Lender in the performance of these inspections. For so long as no Event of Default exists, not more than one visit per calendar year per individual Trust Property shall be made at the expense of Borrower; provided, however, that nothing in the foregoing provision shall limit Lender’s rights and Borrower’s obligations as set forth in Section 7.03 herein and in the Unsecured Indemnity Agreement; and provided, further, that Borrower shall not be required to pay travel expenses for employees of Lender in connection with any Trust Property visits and inspections for so long as no Event of Default exists. Lender shall endeavor to minimize interference with the ordinary course operations of the Trust Property with respect to these inspections. Borrower may elect to have a designated representative present during any such inspection, but for the avoidance of doubt, the presence of a Borrower representative shall not be a condition precedent to Lender’s right perform such inspections. For the avoidance of doubt, the frequency limitations set forth in this subsection (b) shall apply to each Trust Property individually and not in the aggregate (that is, Lender may visit each Trust Property at different times in any calendar year even if no Event of Default exists).

(c)    Each Borrower shall use, or cause to be used, each individual Trust Property continuously for the Use. No Borrower shall use, or permit the use of, any individual Trust Property for any other use without the prior written consent of Lender.

(d)    Without the prior written consent of Lender (which consent shall be deemed given if the Deemed Approval Requirements are satisfied), no Borrower shall (i) initiate or fail to diligently pursue any available remedy to contest a change in the zoning classification of, and/or restrictive covenants affecting, any individual Trust Property or seek any variance under existing zoning ordinances, (ii) use or permit the use of any individual Trust Property in a manner which may result in the Use becoming a non-conforming use under applicable zoning ordinances, or (iii) subject any individual Trust Property to restrictive covenants (except as expressly permitted herein).

(e)    No Borrower will remove the Personal Property without the prior written consent of Lender, except the items of Personal Property which are consumed or worn out in ordinary usage shall be promptly replaced by Borrower with other Personal Property of value equal to or greater than the value of the replaced Personal Property.

Section 3.07   Collateral Security Instruments. Borrower covenants and agrees that if Lender or the Security Trustee at any time holds additional security for any of the Secured Obligations, Lender may, so long as an Event of Default shall have occurred and be continuing, to the fullest extent permitted under applicable law, enforce its rights and remedies with respect to such additional security, at its option, either before, concurrently or after a sale of the Trust Property or any portion thereof is made pursuant to the terms of the Security Trust Agreement. Lender may, to the fullest extent permitted under applicable law, apply the proceeds of the additional security to the Secured Obligations without affecting or waiving any right to any other security, including the security under the Loan Documents, and without waiving any breach or default by Borrower under the Loan Documents or the Unsecured Indemnity Agreement.

Section 3.08   Suits and Other Acts to Protect the Trust Property.

(a)    Borrower shall immediately notify Lender of the commencement, or receipt of notice, of any and all actions or proceedings or other material matter or claim affecting any individual Trust Property and/or the interests of Lender or the Security Trustee under the Loan Documents or the Unsecured Indemnity Agreement that has, or is reasonably likely to have, a Material Adverse Effect (collectively, “Actions”). Borrower shall appear in and defend any Actions.

(b)    Lender and the Security Trustee shall have the right, at the cost and expense of Borrower, to institute, maintain and participate in Actions and take such other action as it may deem appropriate in the good faith exercise of its discretion to preserve or protect any individual Trust Property and/or the interests of Lender or the Security Trustee under the Loan Documents or the Unsecured Indemnity Agreement. Any expenses paid by Lender or the Security Trustee under this Section 3.08 (including Lender’s reasonable counsel fees) shall be reimbursed by Borrower in accordance with Section 11.06 hereof.

Section 3.09   Liens and Encumbrances. Without the prior written consent of Lender, to be given in Lender’s sole and absolute discretion, other than the Permitted Exceptions, no Borrower shall create, place or allow to remain any lien or encumbrance on any individual Trust Property or any portion thereof, including mortgages, security trust agreements, security interests, conditional sales, mechanic or construction liens, tax liens or assessment liens regardless of whether or not they are subordinate to the lien created by the Loan Documents (collectively, “Liens and Encumbrances”, and each, a “Lien” or “Encumbrance”, respectively). If any Liens and Encumbrances are registered against the Trust Property or any portion thereof, Borrower shall initiate any required actions to obtain a discharge and release of any Liens and Encumbrances within thirty (30) days after receipt of notice of their existence and obtain such release and discharge within sixty (60) days of such registration.

Section 3.10   No Change in Fact or Circumstance. All information submitted by or on behalf of any Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by any Borrower in this Agreement or in any other Loan Document or the Unsecured Indemnity Agreement, are accurate, complete and correct in all material respects. There is no material fact presently known to any Borrower which has not been disclosed to Lender which adversely affects, nor as far as any Borrower can foresee, might adversely affect the Trust Property (taken as a whole), or the business, operations or condition (financial or otherwise) of any Borrower. There has been no

material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Trust Property (taken as a whole), or the business operations or the financial condition of any Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any information or information described in this Section 3.10 or any representation or warranty made herein to be materially misleading.

Section 3.11   Post-Closing Obligations. Borrower shall comply with each of the requirements set forth on Schedule 3.11 on or before the applicable dates described on Schedule 3.11.

Article IV
INSURANCE

Section 4.01   Required Insurance and Terms of Insurance Policies.

(a)    During the term of this Agreement, Borrower at its sole cost and expense must provide, or cause to be provided, insurance policies and certificates of insurance satisfactory to Lender as to amounts, types of coverage and the companies underwriting these coverages. In no event will such policies be terminated or otherwise allowed to lapse. Borrower shall be responsible for any deductibles thereunder. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement which each Borrower requires for its own protection or for compliance with applicable laws. Borrower’s insurance shall be primary and without contribution from any insurance procured by Lender.

(b)    Policies of insurance shall be delivered to Lender in accordance with the following requirements:

(1)    All Risk Property insurance on the Improvements, Fixtures and the Personal Property insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils”, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction endorsements, in each case (i) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost” of the Improvements, Fixtures and the Personal Property, which for purposes of this Article 4 shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation and with a Replacement Cost Endorsement; (ii) containing an agreed amount endorsement with respect to the Improvements, the Fixtures and the Personal Property waiving all co-insurance provisions; (iii) providing for no deductible in excess of US$25,000 (or the equivalent in Mexican Pesos); and (iv) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of any individual Trust Property shall constitute non-conforming structures or uses. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer.

(2)    Commercial General Liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or

about the Trust Property, or any portion thereof, such insurance (i) to be on the so-called “occurrence” form with a combined single limit of not less than the amount set forth in the Defined Terms; (ii) to continue at not less than this limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (iii) to cover at least the following hazards: (A) premises and operations; (B) products and completed operations on an “if any” basis; (C) independent contractors; (D) blanket contractual liability for all written and oral contracts; and (E) contractual liability covering the indemnities contained in this Agreement and the Security Trust Agreement.

(3)    Business Income insurance in an amount sufficient to prevent each Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover one (1) year’s “Business Income” (as hereinafter defined). The amount of such insurance shall be increased from time to time during the term of this Agreement as and when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income form occupancy of any individual Trust Property increases to reflect such rental increases. As used in this Agreement, the term “Business Income” shall mean the sum of (i) the total anticipated gross income from occupancy of the Trust Property, (ii) the amount of all charges (such as, but not limited to, operating expenses, insurance premiums and taxes) which are the obligation of tenants or occupants of the Trust Property, (iii) the fair market rental value of any portion of any individual Trust Property which is occupied by any Borrower, and (iv) any other amounts payable pursuant to leases of the Trust Property or any portion thereof.

(4)    If Lender reasonably determines at any time that any building comprising part of any individual Trust Property or portion thereof is located in an area having been identified by the National Water Commission report or similar (reasonably approved by Lender), in an area having special flood hazards and flood insurance is commercially available, Borrower will maintain a flood insurance policy with a generally acceptable insurance carrier, in an amount not less than one hundred percent (100%) of the Full Replacement Cost of the Improvements, the Fixtures and the Personal Property for such Trust Property.

(5)    During the period of any construction or renovation or alteration of the Improvements, and without duplication, the Borrower’s shall maintain, or cause its relevant contractor to maintain, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and, if required by law, Worker’s Compensation insurance covering all persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by the laws of the jurisdiction in which each applicable Trust Property is located. For the avoidance of doubt, “Workers’ Compensation Insurance” as referred to herein does not refer to Mexican social security requirements.

(6)    Only with respect to Borrower’s direct workers, and to the extent required under applicable Mexican law (it being acknowledged that, as of

the Execution Date, such is not required under Mexican law), Workers’ Compensation insurance, subject to the laws of the jurisdiction in which each applicable Trust Property is located, and employer’s liability insurance with a limit of at least US$1,000,000 (or the equivalent in Mexican Pesos) per accident and per disease per employee of Borrower, and US$1,000,000 (or the equivalent in Mexican Pesos) for disease in the aggregate in respect of any work or operations on or about each individual Trust Property, or in connection with each individual Trust Property or its operations (if applicable). For the avoidance of doubt, “Workers’ Compensation Insurance” as referred to herein does not refer to Mexican social security requirements.

(7)    With respect to the Borrowers’ own equipment, Boiler & Machinery insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of a covered accident or breakdown.

(8)    To the extent commercially available in Mexico, insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender.

(9)    Earthquake insurance only with respect to the Trust Properties located in earthquake prone areas issued by such companies and on such forms of insurance policies as is acceptable to Lender, to the extent such coverage is available.

(10)   Such other insurance as may from time to time be reasonably required by Lender against other insurable hazards, including, but not limited to, vandalism, sinkhole and mine subsidence.

(c)    The Security Trustee’s interest must be clearly stated by endorsement in the insurance policies described in this Section 4.01 as follows:

(1)    The policies of insurance referenced in subsections (b)(1), (b)(3), (b)(4), (b)(5), (b)(7), (b)(8) and (b)(9) of this Section 4.01 shall identify the Security Trustee as the loss payee.

(2)    The insurance policy referenced in subsection 4.01(b) (2) shall name the Security Trustee as an additional insured.

(3)    All of the policies referred to in Section 4.01 shall provide that no policy may be cancelled and/or materially changed by the Security Trustee, any Borrower or Manager without the prior written authorization of Lender.

(d)    All the insurance companies must be authorized to do business in Mexico and the jurisdiction where each individual Trust Property is located and be approved by Lender. The insurance companies must be one of the following: (i) Chubb de Mexico (Compañia de Seguros), S.A. de C.V., (ii) Grupo Nacional Provincial, S.A., (iii) AXA Seguros, S.A. de C.V. or (iv) any similar company of comparable financial strength in Mexico which has been previously approved in writing by Lender.

(e)    Certified copies of the policies, and any endorsements, shall be made available for inspection by Lender and/or the Security Trustee promptly upon request. If any policy is canceled before the Loan is satisfied, and Borrower fails to immediately procure replacement insurance, Lender reserves the right but shall not have the obligation immediately to procure, or cause to be procured, replacement insurance at Borrower’s cost.

(f)    Borrower shall be required during the term of the Loan to continue to provide Lender with original renewal policies or replacements of the insurance policies referenced in Section 4.01(b). Lender may accept Certificates of Insurance evidencing insurance policies referenced in subsections (b)(2), (b)(4), and (b)(6) of this Section 4.01 instead of requiring the actual policies. Lender shall be provided with renewal Certificates of Insurance, or Binders, not less than fifteen (15) days prior to each expiration. The failure of any Borrower to maintain the insurance required under this Article 4 shall not constitute a waiver of each Borrower’s obligation to fulfill these requirements.

(g)    All binders, policies, endorsements, certificates, and cancellation notices are to be sent to Lender and the Security Trustee at the Address for Insurance Notification as set forth in the Defined Terms until changed by notice from Lender or the Security Trustee, as applicable.

(h)    Borrower (or the applicable insurance company) shall provide Lender thirty (30) days’ notice of any cancellation of any of the insurance policies referred to in this Section 4.01.

Section 4.02   Adjustment of Claims. Borrower hereby authorizes and empowers Lender and, at Lender’s direction, the Security Trustee to settle, adjust or compromise any claims for damage to, or loss or destruction of, all or a portion of the Trust Property, regardless of whether there are Insurance Proceeds available or whether any such Insurance Proceeds are sufficient in amount to fully compensate for such damage, loss or destruction. “Insurance Proceeds” shall mean all proceeds under any policies of insurance payable to any Borrower in connection with any Real Property, whether or not such insurance coverage is specifically required under the terms of this Agreement.

Section 4.03   Assignment to Lender. In the event of the foreclosure of the Security Trust Agreement and/or other transfer of the title to all or any portion of any individual Trust Property in extinguishment of all or any portion of the Secured Obligations, all right, title and interest of any Borrower and the Security Trustee in and to any insurance policy, Insurance Proceeds, premiums or payments in satisfaction of claims or any other rights under such insurance policies and any other insurance policies covering such Trust Property shall pass to the transferee thereof.

Article V
BOOKS, RECORDS AND ACCOUNTS

Section 5.01   Books and Records. Borrower shall keep adequate books and records of account in accordance with applicable Financial Information Norms (“NIF’s”), or in accordance with other methods applicable to Borrower and acceptable to Lender, consistently applied and furnish to Lender:

(a)    an annual Excel file in electronic form which shall include without limitation, a then current rent roll (containing the information set forth in Section 5.01(b), and all income and expenses of the Trust Property (on an individual basis for each individual Trust Property and on an aggregate basis for all of the Trust Property), within forty-five (45) days after the end of each calendar year;

(b)    quarterly certified rent rolls signed and dated by each Borrower, detailing the names of all tenants of the Improvements, the portion of the Improvements occupied by each tenant, the base rent and any other charges payable under each Lease Agreement and the term of each Lease Agreement, including the expiration date, and any other information as is reasonably required by Lender, within forty-five (45) days after the end of each fiscal quarter;

(c)    a quarterly operating statement of the Trust Property (on an individual basis for each individual Trust Property and on an aggregate basis for all of the Trust Property), and year to date operating statements detailing the total revenues received, total expenses incurred, total cost of all capital improvements, total debt service and total cash flow, to be prepared and certified by Borrower in the form required by Lender, and if available, any quarterly operating statement prepared by an independent certified public accountant, within forty-five (45) days after the close of each fiscal quarter of each Borrower. Each such quarterly operating statement shall be submitted to Lender together with all supporting documentation necessary to permit Lender to calculate the DSCR as of the last day of such quarter;

(d)   the internal quarterly financial statements of each Borrower (on an individual basis for each Borrower) according to NIF’s, prepared and certified by an authorized officer of Borrower, within forty-five (45) days after the close of each fiscal quarter of each such Borrower;

(e)    an annual balance sheet and profit and loss statement for each Borrower (on an individual basis for each Borrower) according to NIF’s, prepared and certified by an authorized officer of Borrower, within forty-five (45) days after the close of each fiscal year of each Borrower; and an annual tax report (“Dictamen Fiscal”) for each Borrower prepared by an independent certified public accountant acceptable to Lender and submitted to the tax authorities, within thirty (30) days after submission of the annual tax report to the relevant tax authorities; and

(f)   an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Trust Property (on an individual basis for each individual Trust Property and on an aggregate basis for all of the Trust Property), including cash flow projections for the upcoming year and all proposed capital replacements and improvements within forty-five (45) days after the close of the third quarter of each Borrower.

Section 5.02   Property Reports. Upon request from Lender or the Security Trustee, or any of their respective representatives or designees, Borrower shall furnish in a timely manner to Lender and the Security Trustee:

(a)    property management report for the Trust Property (on an individual basis for each individual Trust Property), showing deposits received from tenants and any other information requested by Lender or the Security Trustee, in reasonable detail and certified by Borrower (or an officer, general partner, member or principal of Borrower if Borrower is not an individual) under penalty of perjury to be true and complete, but no more frequently than quarterly.

Section 5.03   Additional Matters.

(a)    Borrower shall furnish Lender with such other additional financial or management information (including, without limitation, and just if applicable, federal, state and municipal tax returns) as may, from time to time, be reasonably required by Lender or any rating agency approved by Lender (a “Rating Agency”) in form and substance satisfactory to Lender or the Rating Agency, and subject to the confidentiality provisions set forth herein.

(b)    Borrower shall furnish Lender or its representatives and designees convenient facilities for the examination and audit of any such books and records.

(c)    If available and if applicable, and without duplication of that set forth in Section 5.01 (e) above, Borrower shall furnish Lender with a certificate from an independent certified public accountant acceptable to Lender evidencing compliance by Borrower with all federal, state and municipal tax and custom laws, within forty-five (45) days after the end of each fiscal quarter.

(d)    If there shall occur any change to the information contained on Exhibit G and in any event within thirty (30) days after the end of each calendar year, Borrower shall provide a report supplementing Exhibit G as may be necessary for Exhibit G to be accurate and complete. Borrower shall furnish Lender or its representatives and designees convenient facilities for the examination and audit of any such books and records.

Article VI
LEASES AND OTHER AGREEMENTS AFFECTING THE TRUST PROPERTY

Section 6.01   Borrower’s Representations and Warranties. Borrower represents and warrants to Lender as follows as of the date hereof and as of each disbursement date:

(a)    There are no leases or occupancy agreements affecting the Trust Property except the leases and amendments listed on Exhibit G (as supplemented from time to time with the approval of Lender if so required hereunder) and Borrower has delivered to Lender and the Security Trustee true, correct and complete copies of all such Lease Agreements. As of any date on which the representations and warranties set forth in this Agreement shall be remade, the term “Lease Agreements” shall be deemed to include all Lease Agreements affecting the Trust Property that exist on and as of such date.

(b)    Except as shown on Exhibit G, there are no options in favor of any tenant of any individual Trust Property or any preferential rights of tenants to purchase any individual Trust Property or any right of first refusal to purchase any individual Trust Property, in each either pursuant to the corresponding Lease Agreement or pursuant to applicable law. Pursuant to the tenant estoppel certificates delivered to Lender in connection with the closing of the Loan with respect to existing Lease Agreements, any options to purchase, preferential rights to purchase or rights of first refusal to purchase of any current tenant with respect to the transfer of any Trust Property to the Security Trustee of the trust created under the Security Trust Agreement have been waived or have expired.

(c)    All Lease Agreements are in full force and effect without any oral or written modification except as set forth in writing in the copies delivered to Lender and the Security Trustee, and to the extent Lender’s approval of any Lease Agreement entered into after the Execution Date was required pursuant to the leasing guidelines described in Exhibit E (the “Leasing Guidelines”) such approval has been obtained.

(d)    There are no monetary or material non-monetary defaults by any Borrower under the Lease Agreements and, to the best knowledge of Borrower, there are no monetary or material non-monetary defaults by any tenants under the Lease Agreements or by any guarantors with respect to any Lease Agreements. The Lease Agreements are in full force and effect and constitute valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their terms, except as may be limited by applicable Bankruptcy Law and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e)    To the best knowledge of Borrower, none of the tenants now occupying ten (10%) or more of any Individual Trust Property or having one or more Lease Agreements affecting ten (10%) or more of any Individual Trust Property is the subject of any bankruptcy, concurso mercantil, reorganization or insolvency proceeding or any other debtor-creditor proceeding or similar proceeding under any Bankruptcy Law. The term “Bankruptcy Law” shall mean, with respect to any person or entity, any statute, law, code or regulation relating to bankruptcy, insolvency, receivership, suspension of payment, reorganization, rearrangement, winding-up, composition, liquidation, special liquidation, corporate restructuring, adjustment of debts or other relief for debtors, including, without limitation, the Mexican Ley de Concursos Mercantiles, any such statute, law, code or regulation to which such person or entity may at any time become subject pursuant to the laws of the United States of America, New York State or Mexico, as applicable.

(f)    Except only for rent and additional rent for the current month, no Borrower has accepted under any of the Lease Agreements any payment of rent or additional rent that is more than one (1) month’s rent or any security deposit in an amount that is more than two (2) months’ rent.

(g)    Borrower has deposited all security deposits delivered in connection with the Lease Agreements to the Security Trustee under the Security Trust Agreement. Any security deposits collected under any Lease Agreements (excluding amendments or extensions of existing Lease Agreements unless new security deposit monies are collected in connection therewith) shall be deposited by the tenants thereunder directly into the applicable collection trust account(s) held by the Security Trustee in accordance with the Security Trust Agreement, subject to the rights of Tenants pursuant to the Lease Agreements. Without limiting the foregoing, in the event Borrower receives any security deposits directly from any tenants, Borrower shall deposit such security deposits into the applicable collection trust account(s) held by the Security Trustee in accordance with the Security Trust Agreement, within five (5) days after receipt.

(h)    No Borrower has received notice from any tenant under any Lease Agreement that it is currently asserting any defense, set-off or counterclaim with respect to its tenancy or its obligations under its lease, and to the best knowledge of Borrower, no such defense, set-off or counterclaim currently exists.

(i)    Except as set forth on Exhibit G or in any tenant estoppel certificate delivered to Lender in connection with the closing of the Loan, there are no unfulfilled landlord obligations due to tenants for tenant improvements, moving expenses or rental concessions or other matters, and all credits required to be paid or contributed by each Borrower under each Lease Agreement has been paid or contributed in full.

(j)    None of the Lease Agreements or Lease Payments (Pagos de Arrendamiento, with respect thereto have been assigned, pledged, hypothecated or otherwise encumbered or transferred by any Borrower except to the extent provided in the Loan Documents.

(k)   True and complete copies of all Lease Agreements have been provided to Lender prior to the Execution Date. The Lease Agreements executed after the Execution Date shall be substantially in the form of Exhibit H.

(l)    No Lease Agreement may be amended, terminated or cancelled unilaterally by a tenant and no tenant may be released from its obligations, except in the event of (i) material damage to, or destruction of, the applicable Trust Property, or (ii) condemnation of all or substantially all of the demised premises under such Lease Agreement, in each case except as shown on Exhibit G or as provided by applicable law.

(m)   There are no contracts or agreements relating to the Trust Properties or any portion thereof requiring the payment of property management fees except for the Management Agreements, which Management Agreements may be terminated at any time without cause by Borrower on ninety (90) days’ written notice.

Section 6.02   Performance of Obligations.

(a)    Borrower shall perform all obligations of the lessor under any and all Lease Agreements. In the event any Borrower receives a notice of default under any of the Lease Agreements, Borrower shall forward a copy of such notice to each of Lender and the Security Trustee. If any of the acts described in this Section 6.02 are done other than as permitted herein, without the written consent of Lender, then at the option of Lender, they shall be of no force or effect with respect to Lender and shall constitute an Event of Default under this Agreement.

(b)    Borrower agrees to furnish Lender and the Security Trustee executed copies of all future Lease Agreements (including extensions of, and modifications or amendments to, existing Lease Agreements) entered into following the Execution Date within ten (10) Business Days of execution thereof. No Borrower shall, nor shall cause or permit any agent or representative of any Borrower, to without the express prior written consent of Lender (not to be unreasonably withheld, conditioned or delayed),

(i)    enter into or extend any Lease Agreement (other than extensions called for in the Lease with respect to which Borrower has no approval right) unless such Lease Agreement or extension thereof complies with the Leasing Guidelines which are attached to this Agreement as Exhibit E, or

(ii)    cancel or terminate any Lease Agreement (except in the case of a default relating to a Lease Agreement for less than 100,000 square feet of net leasable area) unless Borrower or any agent or representative of Borrower, has entered into a new Lease Agreement which complies with the Leasing Guidelines or has been approved by Lender in writing covering all of the premises of the Lease Agreement being terminated or surrendered, or

(iii)   modify or amend any Lease Agreements in any way which materially increases landlord’s obligations or liabilities or tenant’s rights and remedies or materially decreases landlord’s rights and remedies or tenant’s obligations and liabilities or reduces the rent or additional rent payable thereunder, or

(iv)   consent to an assignment of the tenant’s interest or to a subletting of any Lease Agreement unless the tenant remains liable under the Lease Agreement following the assignment or subletting, or

(v)    accept payment of advance rents in an amount in excess of one (1) month’s rent, or payment of any security deposit in an amount that is more than two (2) months’ rent, or

(vi)   enter into or grant any options, or rights of refusal, to purchase the Trust Property or any portion thereof.

If any of the action described in the above Section 6.02(b) (i) through Section 6.02(b) (vi) are taken other than as permitted herein without the written consent of Lender to the extent such consent is required to be obtained, then the taking of such action without Lender’s consent shall, at Lender’s option, constitute an Event of Default under this Agreement.

(c)    No Borrower shall, nor shall permit any agent or representative of any Borrower to, without Lender’s prior approval, execute any Lease Agreement (other than any extension or renewal of any Lease Agreement existing on the date hereof) if the rent payable thereunder is denominated in Pesos and the annual payments thereunder will cause the portion of the total annual gross income payable in Pesos for the Trust Properties in the aggregate to exceed twenty percent (20%) of the total annual gross income received from the Trust Properties in the aggregate (based on tenants who have accepted their respective spaces and are (x) paying rent or (y) in a free rent period with a definitive and unconditional commencement date and containing no tenant option or right to terminate).

Section 6.03   Recognition by Tenants. Each of the Lease Agreements affecting the Trust Property or any portion thereof and executed after the Execution Date shall contain a provision, satisfactory to Lender, to the effect that in the event of the foreclosure of the Trust Property or any portion thereof or any conveyance, sale or other transfer in lieu of foreclosure, (a) the particular Lease Agreement shall not be terminated and the tenant shall recognize the purchaser acquiring the Security Trustee’s interest in such Trust Property as its landlord pursuant to its existing Lease Agreement, and (b) the tenant shall waive, to the fullest extent permitted under applicable law, any right of first refusal, right of first offer or other similar right arising from or in connection with any such conveyance, sale or other transfer of the Trust Property or any portion thereof. Upon the reasonable request from Borrower, Lender shall enter into a subordination, attornment and non-disturbance agreement (an “SNDA”) with any tenant (other than an Affiliate of Borrower) pursuant to any future Lease Agreement approved by Lender (irrespective of whether Lender’s consent is otherwise required pursuant to the terms of this Agreement). All costs and expenses actually incurred by Lender in connection with the negotiation, preparation, execution and delivery of any SNDA, including, without limitation, reasonable fees and disbursements of Lender’s attorneys, shall be paid by Borrower or the applicable tenant. The SNDA shall be on Lender’s then current standard form with such customary and commercially reasonable changes as may be reasonably approved by Lender.

Section 6.04   Leasing Commissions, Management Agreements.

(a)    Borrower covenants and agrees that all future contracts and agreements relating to leasing of any individual Trust Property or any portion thereof shall provide (whether in the agreement itself or a separate subordination agreement) that the contract or agreement shall not be enforceable against Lender or the Security Trustee or any designee of Lender and that the payment of any sums under such contract or agreement shall be subordinate to all amounts owed under the Loan Documents. Lender will be provided evidence of Borrower’s compliance with this Section 6.04 upon request.

(b)    Each Borrower hereby agrees that, other than the Management Agreements, there presently are no contracts or agreements relating to the management of any individual Trust Property, or any portion thereof. The Management Agreements are in full force and effect and no event has occurred,

with the passage of time and/or the giving of notice would constitute a default thereunder. Borrower covenants and agrees that the Management Agreements shall provide (whether in the agreement itself or a separate subordination agreement) that the Management Agreements shall not be enforceable against Lender or the Security Trustee or any designee of Lender and that the payment of any sums under the Management Agreements shall be subordinate to all amounts owed under the Loan Documents.

(c)    Each applicable Borrower shall (i) diligently and promptly perform, observe and enforce all of the terms, covenants and conditions of the Management Agreements on the part of such Person to be performed, (ii) promptly notify Lender of any default beyond any applicable cure period under the Management Agreements of which such Borrower has actual knowledge; (iii) promptly deliver to Lender a copy of any notice of a default or other material notice received by such Borrower under the Management Agreements; (iv) promptly give notice to Lender of any written notice or other written information that any Borrower receives which indicates that Manager is terminating the Management Agreements or that Manager is otherwise discontinuing its management of the applicable Trust Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreements. No Borrower shall, without the prior written consent of Lender (which consent shall not be unreasonably withheld, delayed or conditioned), (i) surrender, terminate or cancel the Management Agreements, (ii) consent to any assignment of the Manager’s interest under the Management Agreements or otherwise replace Manager (except to an Affiliate of Borrower pursuant to a Qualified Management Agreement), (iii) renew or extend any Management Agreement or enter into any other new or replacement management agreement with respect to any individual Trust Property, other than a Qualified Management Agreement, (iv) reduce or consent to the reduction of the term of the Management Agreements; (v) increase or consent to the increase of the amount of any charges under the Management Agreements; or (vi) otherwise modify, change, alter or amend, in any material respect, or waive or release any of its material rights and remedies under, the Management Agreements in any material respect. Any future management agreement covering any portion of any individual Trust Property shall be subject to the prior written approval of Lender. As used herein “Qualified Management Agreement” shall mean, collectively, (a) either (i) a management agreement with the Manager or an Affiliate of Borrower substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with the Manager or an Affiliate of Borrower, which management agreement shall be reasonably acceptable to Lender in form and substance and (b) a consent of manager in substantially the form delivered in connection with the closing of the Loan (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such manager at Borrower’s expense.

Section 6.05   Assignment of Leases. As provided in the Security Trust Agreement, (i) all Lease Agreements (Contratos de Arrendamiento, as such term is defined in the Security Trust Agreement) shall be entered into by the individuals (delegados fiduciarios) appointed by the Security Trustee (acting in its capacity pursuant to the Security Trust Agreement) or by the individuals appointed by Borrower (as agent of the Security Trustee pursuant to a special power of attorney granted by the Security Trustee for such purpose), provided that such execution and delivery is in compliance with this Agreement and the Security Trust Agreement, (ii) all of the rights (but not the obligations), title and interest of the lessor and/or landlord, in and to all such Lease Agreements, including all rights to receive and collect any and all Lease Payments or other payments and security deposits thereunder, shall be irrevocably transferred and assigned to, and held directly by, the Security Trustee in accordance with the Security Trust Agreement as collateral security for the Loan and (iii) all obligations and/or liabilities on the part of lessor and/or landlord under such Lease Agreements shall be held solely by, and be enforceable solely against, Borrower (and each Borrower shall execute such Lease Agreements in its individual capacity with regard to such obligations and/or liabilities), and the Security Trustee, Lender and all assets constituting each individual Trust Property shall be irrevocably released from any such obligations and/or liabilities.

Section 6.06   Lease Payments. Borrower shall, in accordance with the requirements of the Security Trust Agreement, cause (or cause each Borrower (as applicable) to cause) all Lease Payments to be deposited into the applicable collection trust account(s) in accordance with the Security Trust Agreement.

Article VII
ENVIRONMENTAL HAZARDS

Section 7.01   Representations and Warranties. Except as disclosed in the Environmental Report, Borrower hereby represents, warrants, covenants and agrees to and with Lender that (a) no Borrower nor, to the best of each Borrower’s knowledge, after due inquiry, no tenant, subtenant or occupant of any individual Trust Property, has at any time placed, suffered or permitted, nor at any time will any Borrower place, suffer or permit the presence of any toxic waste or other Hazardous Materials (as defined in Section 7.05 hereof) or any contaminants, oil or pesticides at, on, under, within or about any individual Trust Property except as permitted under applicable Requirements of Environmental Law or as expressly approved by Lender in writing, (b) all operations or activities upon any individual Trust Property by Borrower, and any use or occupancy of any individual Trust Property by any Borrower are presently and shall in the future be in compliance with all Requirements of Environmental Laws and shall be conducted by Borrower in a manner that is reasonably likely not to result in a violation of any Requirements of Environmental Laws; (c) Borrower shall (i) use its commercially reasonable efforts to assure (A) that any tenant, subtenant or occupant of any individual Trust Property shall in the future be in compliance with all Requirements of Environmental Laws and (B) that no tenant, subtenant or occupant places, suffers or permits any toxic waste or other Hazardous Materials, or any contaminants, oil or pesticides at, on, under, within or about any individual Trust Property in violation of any Requirements of Environmental Law and (ii) enforce the terms of the Lease Agreements to cause tenants to comply with the foregoing clauses (i)(A) and (B) (provided that it is understood that such enforcement shall be conducted in a manner consistent with Borrower’s standard management practices); (d) no Borrower knows of, nor has received, any written or oral notice or other communication from any person or entity (including, without limitation, a Governmental Authority) relating to Hazardous Materials at any individual Trust Property or Remedial Work pertaining thereto, of possible liability of any person or entity pursuant to any Requirements of Environmental Laws or other environmental conditions, in each case, in connection with any individual Trust Property, or any actual administrative or judicial proceedings in connection with any of the foregoing, (e) Borrower (i) shall not do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off such Trust Property), impairs or may impair the value of any individual Trust Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to any individual Trust Property and (ii) shall (x) use its commercially reasonable efforts to not allow any tenant or other user of any individual Trust Property (in each case, in connection with any Trust Property) to do any of the foregoing such acts and (y) shall, promptly upon becoming aware of any such act, enforce the terms of the applicable Lease Agreement against any tenant of the property to rectify or prevent the foregoing; (f) Borrower (i) has obtained all permits or licenses required by any Requirements of Environmental Laws in connection with construction of the Improvements, the Lease Agreements require the applicable tenant to obtain any permits or licenses required by any Requirements of Environmental Laws in connection with the use of any portion of the Improvements and (ii) shall (A) use its commercially reasonable efforts to assure that each applicable tenant has obtained any such permits and licenses and (B) enforce the terms of the Lease Agreements to cause tenants to comply with the foregoing clause (ii)(A) (provided that it is understood that such enforcement shall be conducted in a manner consistent with Borrower’s standard management practices); (g) each Borrower will comply with all of the requirements and recommendations set forth in the Environmental Report performed prior to the date hereof as a condition of the Loan and will obtain and forward to Lender revised environmental site

assessments, if requested by Lender, and (h) Borrower has provided to Lender any and all written information relating to environmental conditions in, on, under or from any individual Trust Property that is known to any Borrower and that is contained in any Borrower’s files and records, including, without limitation, any reports relating to Hazardous Materials in, on, under or from any individual Trust Property and/or to the environmental condition of any individual Trust Property (other than attorney/client communications and attorney work product that is attorney-client privileged; for the avoidance of doubt, any report relating to Hazardous Materials prepared by non-legal professionals shall not be deemed attorney-client privileged irrespective of whether Borrower’s counsel commissioned such report).

Section 7.02   Remedial Work. In the event any remedial, response, abatement, cleanup, removal, containment, restoration, investigative, and monitoring work in connection with any Hazardous Materials (collectively, the “Remedial Work”) is reasonably necessary under the then existing Requirements of Environmental Laws because of, or in connection with, an Environmental Claim (as defined in the Unsecured Indemnity Agreement), Borrower shall within the 30-day period following written demand by Lender (or such shorter period of time as may be required under Requirements of Environmental Laws) perform or cause to be performed all Remedial Work. All Remedial Work shall be performed by one or more contractors selected by Borrower and approved in advance in writing by Lender and under the supervision of a consulting engineer approved in advance in writing by Lender. Subject to the terms and conditions of the Unsecured Indemnity Agreement, all costs and expenses of Remedial Work shall be paid by Borrower including, without limitation, Lender’s reasonable attorneys’, architects’ and/or consultants’ fees and costs incurred in connection with monitoring or review of the Remedial Work. In the event Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Lender may, but shall not be required to, cause such Remedial Work to be performed, subject to the provisions of Sections 11.05 and 11.06 hereof.

Section 7.03   Environmental Site Assessment. No more than once in any calendar year with respect to each individual Trust Property (unless during the existence of an Event of Default or in the event that Lender has a reasonable belief that (x) the Trust Property is not in compliance with all Requirements of Environmental Laws, (y) an environmental condition exists at a Trust Property reasonably likely to result in a violation of Requirements of Environmental Laws or (z) a “recognized environmental condition” (as defined by the then applicable environmental professional standards) exists at any Trust Property (each of the circumstances described in clauses (x), (y) and (z) being referred to herein as an “Environmental Issue”), Lender shall have the right, at any time and from time to time, to undertake, at the expense of Borrower, an environmental site assessment on any individual Trust Property, including any testing that Lender may determine, in its sole and absolute discretion, is necessary or desirable to ascertain the environmental condition of any individual Trust Property and the compliance of such Trust Property with Requirements of Environmental Laws. Borrower shall cooperate fully with Lender and its consultants performing such assessments and tests. For the avoidance of doubt, (a) the frequency limitations set forth in this Section 7.03 shall apply to each Trust Property individually and not in the aggregate (that is, Lender may require an environmental site assessment for each Trust Property at different times in any calendar year even if no Event of Default exists or Lender has no reasonable believe that any Environmental Issue exists) and (b) nothing in this Section 7.03 shall be construed to limit Lender’s right to perform any additional environmental testing if Lender, in its sole and absolute discretion, based on the results of the previous environmental site assessment, has a reasonable belief that any Environmental Issue exists.

Section 7.04   Unsecured Obligations. No amounts which may become owing by any Borrower to Lender under this Article 7 or under any other provision of this Agreement as a result of a breach of or violation of this Article 7 shall be secured by the Loan Documents. The obligations shall continue in full force and effect and any breach of this Article 7 shall constitute an Event of Default if (a) Borrower fails to pay any sum owing to Lender pursuant to this Article 7 within ten (10) days of the due

date of such payment, (b) the Remedial Work is not commenced or completed within the time periods set forth in Section 7.02 hereof, or (c) if Borrower shall default in the observance or performance of any other obligation, term, covenant, condition or warranty herein, and such default is not cured within any applicable cure periods set forth in this Article 7, if any, or if no such cure periods are set forth herein, within thirty (30) days after receipt of notice of such default. The Loan Documents shall not secure (a) any obligations evidenced by or arising under the Unsecured Indemnity Agreement (collectively, the “Unsecured Obligations”), or (b) any other obligations to the extent that they are the same or have the same effect as any of the Unsecured Obligations. The Unsecured Obligations shall continue in full force, and any breach or default of any such obligations shall constitute a breach or default under this Agreement but the proceeds of any foreclosure sale shall not be applied against the Unsecured Obligations. Nothing in this Section 7.04 shall in any way limit or otherwise affect the right of Lender to obtain, or cause to be obtained, a judgment in accordance with applicable law for any deficiency in recovery of all obligations that are secured by the Loan Documents following foreclosure, notwithstanding that the deficiency judgment may result from diminution in the value of the Trust Property by reason of any event or occurrence pertaining to Hazardous Materials or any Requirements of Environmental Laws.

Section 7.05   Hazardous Materials. “Hazardous Materials” shall mean any substance as is or shall become regulated by, classified as hazardous or toxic under, or that may form the basis of liability under, any Requirements of Environmental Laws, from time to time, including, without limitation, in whatever form, any hazardous wastes, hazardous materials, toxic substances, pollutants, hazardous materials, radioactive substances, radioactive waste, medical waste, hospital waste, petroleum or petroleum derived substances or wastes, asbestos, materials or constituents which contain asbestos, polychlorinated biphenyls or materials or constituents which contain polychlorinated biphenyls, or any hazardous or toxic constituent thereof, and in general any substance or material regulated by Requirements of Environmental Laws that is of a corrosive, reactive, explosive, toxic, flammable, or biologically infectious nature, or that has been mixed with substances or materials which have such characteristics, including any and all underground or ground container which contains any of the aforementioned substances or substances.

Section 7.06   Requirements of Environmental Laws. “Requirements of Environmental Laws” means all requirements of Mexican environmental, ecological or (insofar as they relate to any hazardous wastes, hazardous materials, toxic substances, pollutants, , radioactive substances or waste or hospital waste or medical waste) health or industrial hygiene laws, regulations, rules of jurisprudence, rules of common law, Official Mexican Norms, international treaties to which Mexico is a party, orders, decrees, judgments, injunctions, coordination agreements, criteria, provisions, procedures, standards, notices or valid and effective agreements related to each individual Trust Property, including, without limitation, all requirements imposed by any Mexican environmental permit, law, rule, order, or regulation of any Mexican federal, state, or local executive, legislative, judicial, regulatory, or administrative agency, which relate to (a) exposure to hazardous wastes, hazardous materials, toxic substances, pollutants, radioactive substances, radioactive waste, medical waste, hospital waste, petroleum or petroleum derived substances or wastes, asbestos, materials or constituents which contain asbestos, polychlorinated byphenyls or materials or constituents which contain polychlorinated biphenyls or any hazardous or toxic constituent thereof (“Hazardous Substances”); (b) pollution or protection of the air, surface water, ground water, land; (c) solid, gaseous, or liquid waste generation, treatment, storage, disposal, or transportation of any Hazardous Substance; or (d) regulation of the manufacture, processing, distribution and commerce, use, or storage of Hazardous Substances.

Section 7.07   Official Mexican Norms. “Official Mexican Norms” means any and all regulations (technical or otherwise) of mandatory compliance issued by Mexican competent authorities, including, without limitation, the Secretaría de Medio Ambiente y Recursos Naturales, the Comisión

Nacional del Agua, the Secretaría del Trabajo y Previsión Social, the Secretaría de Comunicaciones y Transportes and the Secretaría de Salud, that establish requirements, specifications, conditions, procedures, parameters and permissible limits which are applicable to products, processes, facilities, systems, activities, services or production methods regarding: (i) the pollution, contamination, remediation, protection, promotion, improvement, conservation and preservation of the quality of the air, water, soil and, in general, the environment and natural resources, and (ii) use, storage, disposal, treatment, handling, transportation, confinement, emission, discharge, potential release or release of, Hazardous Materials; Official Mexican Norms include, but are not limited to, NOM-052-SEMARNAT-2005, NOM-053-SEMARNAT-1993, NOM-138-SEMARNAT/SSA1-2012, NOM-147-SEMARNAT/SSA1-2004, NOM-085-SEMARNAT-2011, NOM-043-SEMARNAT-1993, and NOM-133-SEMARNAT-2000.

Article VIII
CASUALTY, CONDEMNATION AND RESTORATION

Section 8.01   Borrower’s Representations. Borrower represents and warrants as follows:

(a)    Except as expressly approved by Lender in writing, to Borrower’s knowledge, no casualty or damage to any part of the Trust Property which would cost more than US$50,000 (or the equivalent in Pesos) to restore or replace has occurred which has not been fully restored or replaced.

(b)   To Borrower’s knowledge, no part of any individual Trust Property has been taken in condemnation or other similar proceeding or transferred in lieu of condemnation, nor has any Borrower received notice of any proposed condemnation or other similar proceeding affecting any individual Trust Property.

(c)    There is no pending proceeding for the total or partial condemnation of any individual Trust Property.

Section 8.02   Restoration.

(a)    Borrower shall give prompt written notice of any casualty to any individual Trust Property to Lender whether or not required to be insured against. The notice shall describe the nature and cause of the casualty and the extent of the damage to the applicable Trust Property.

(b)    In the event of any damage to or destruction of any individual Trust Property, and regardless of whether (x) Net Insurance Proceeds (as hereinafter defined) are available therefor, or (y) any Lease Agreement contains provisions to the contrary, Borrower shall commence within ninety (90) days of the applicable damage or destruction (or such earlier date if required by any applicable Lease Agreement) and thereafter diligently pursue to completion the Restoration of the Trust Property. Pursuant to the Security Trust Agreement, Borrower has assigned to the Security Trustee all Insurance Proceeds which each Borrower is entitled to receive in connection with a casualty whether or not such insurance is required under this Agreement. In the event of any damage to or destruction of any individual Trust Property, and provided that (1) an Event of Default does not then currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security (as defined in subsection 8.02(c) hereof), and (ii) the repair, restoration and rebuilding of any portion of the Trust Property that has been partially damaged or destroyed (the “Restoration”) can be accomplished in full compliance with all Requirements for Restoration (other than with respect to de minimis violations that do not have, and are not reasonably likely to have, a Material Adverse Effect) to the same condition, character and general

utility as nearly as possible to that existing prior to the casualty and at least equal in value as that existing prior to the casualty, then Lender shall instruct the Security Trustee to hold and disburse the Insurance Proceeds (other than Business Income Insurance proceeds received by the Security Trustee) less the cost, if any, to Lender and the Security Trustee of recovering the Insurance Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees (the “Net Insurance Proceeds”) to Borrower for the Restoration of the applicable Trust Property.

(c)    For the purpose of this Article 8, the term “Impairment of the Security” shall mean any or all of the following: (i) if any damage, destruction, casualty or condemnation affects more than twenty-five percent (25%) of the net rentable area of any individual Trust Property, (ii) any Lease Agreement or Lease Agreements at any individual Trust Property has been cancelled, or shall contain (or there shall be the legal right to) any exercisable right to cancel as a result of the damage, destruction, condemnation or casualty and Tenant has not expressed in writing its intention to not cancel its respective Lease Agreement and to therefore remain at such individual Trust Property, (iii) the casualty, damage or condemnation occurs during the last year of the term of the Loan unless the Restoration of the Trust Property is estimated by a third party consultant selected by Lender to be completed no later than one hundred eighty (180) days prior to the Maturity Date, (iv) the term of, and proceeds derived from Borrower’s business interruption insurance (or other similar insurance) shall not be sufficient to fully cover the period that such Trust Property is undergoing restoration, or (v) Restoration of the applicable Trust Property is estimated to require more than one (1) year to complete from the date of the occurrence.

(d)    If the Net Insurance Proceeds are to be used for the Restoration in accordance with this Article 8, Borrower shall comply with Lender’s Requirements For Restoration as set forth in Section 8.04 below. Upon Borrower’s satisfaction and completion of the Requirements For Restoration and upon confirmation that there is no Event of Default then existing under the Loan Documents or the Unsecured Indemnity Agreement, Lender shall instruct the Security Trustee to pay any remaining Restoration Funds (as defined in Section 8.04 below) then held by the Security Trustee to Borrower.

(e)    In the event that the conditions precedent to Lender’s disbursement of the Net Insurance Proceeds for the Restoration set forth in this Section 8.02 have not been met, Lender may, at its option, apply the Net Insurance Proceeds to the reduction of the Secured Obligations in such order as Lender may determine and unless Borrower, within ninety (90) days of the date that Lender notifies Borrower in writing that it will not disburse the Net Insurance Proceeds pursuant to this Section 8.02, (1) obtains the release of the applicable affected Trust Property from the Security Trust in accordance with Section 10.09 or (2) substitutes a Replacement Property for the applicable affected Trust Property in accordance with Section 10.09, Lender may declare the entire Secured Obligations immediately due and payable. In the event the Net Insurance Proceeds are applied to the reduction of the Secured Obligations pursuant to the terms hereof, no Prepayment Fee shall be due in connection with such application. After a Property Release or Substitution of the affected Trust Property in accordance with Section 10.09 or payment in full of the Secured Obligations, any remaining Restoration Funds shall be paid to Borrower.

Section 8.03   Condemnation.

(a)    If the Trust Property or any portion thereof is taken by reason of any condemnation or similar eminent domain proceeding, or by a grant or conveyance in lieu of condemnation or eminent domain (a “Condemnation”), the Security Trustee, for the benefit of Lender, shall be entitled to all compensation, awards, damages, proceeds and payments or relief for the Condemnation (the “Condemnation Proceeds”). At Lender’s option, Lender or the Security Trustee shall be entitled to commence, appear in and prosecute in its own name any action or proceeding or to make any compromise or settlement in connection with such Condemnation, and Borrower shall deliver

to Lender upon demand all such powers of attorney and other authorizations or consents that may be reasonably necessary in connection therewith.

(b)    In the event of any Condemnation of all or any portion of any individual Trust Property, and regardless of whether Net Condemnation Proceeds are available therefor, Borrower shall commence and diligently pursue to completion the Restoration of the Trust Property that has not been taken. Each Borrower assigns to Lender all Condemnation Proceeds which such Borrower is entitled to receive. In the event of any Condemnation, and provided that (1) an Event of Default does not then currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security, and (ii) the Restoration of any portion of the Trust Property that has not been taken can be accomplished in full compliance with all Requirements for Restoration to the same condition, character and general utility as nearly as possible to that existing prior to the taking and at least equal in value as that existing prior to the taking, then Lender shall hold and disburse the Condemnation Proceeds, less the cost, if any, to Lender of recovering the Condemnation Proceeds including, without limitation, reasonable attorneys’ fees and expenses, and adjusters’ fees (the “Net Condemnation Proceeds”), to Borrower for the Restoration of each applicable individual Trust Property.

(c)    In the event the Net Condemnation Proceeds are to be used for the Restoration, Borrower shall comply with Lender’s Requirements For Restoration as set forth in Section 8.04 below. Upon Borrower’s satisfaction and completion of the Requirements For Restoration and upon confirmation that there is no Event of Default then existing under the Loan Documents or the Unsecured Indemnity Agreement, Lender shall pay any remaining Restoration Funds (as defined in Section 8.04 below) then held by Lender to Borrower.

(d)    In the event that the conditions precedent to Lender’s disbursement of the Net Condemnation Proceeds for the Restoration set forth in this Section 8.03 have not been met, Lender may, at its option, apply the Net Condemnation Proceeds to the reduction of the Secured Obligations in such order as Lender may determine and unless Borrower, within ninety (90) days of the date that Lender notifies Borrower in writing that it will not disburse the Net Condemnation Proceeds pursuant to this Section 8.03, (1) obtains the release of the applicable affected Trust Property from the Security Trust in accordance with Section 10.09 or (2) substitutes a Replacement Property for the applicable affected Trust Property in accordance with Section 10.09, Lender may declare the entire Secured Obligations immediately due and payable. In the event the Net Condemnation Proceeds are applied to the reduction of the Secured Obligations pursuant to the terms hereof, no Prepayment Fee shall be due in connection with such application. After a Property Release or Substitution of the affected Trust Property in accordance with Section 10.09 or payment in full of the Secured Obligations, any remaining Restoration Funds shall be paid to Borrower.

Section 8.04   Requirements for Restoration. Unless otherwise expressly agreed in a writing signed by Lender, the following are the “Requirements For Restoration”:

(a)    In the event that the work related to any applicable Restoration has a projected total cost in excess of US$500,000, prior to the commencement of any Restoration work (the “Work”), Borrower shall provide Lender for its review and written approval (i) complete plans and specifications for the Work which (A) have been approved by all relevant Governmental Authorities, (B) have been approved by an architect satisfactory to Lender (the “Architect”) and (C) are accompanied by Architect’s signed statement of the total estimated cost of the Work (the “Approved Plans and Specifications”); (ii) the amount of money which Lender reasonably determines (which determination shall factor, to the extent available, the statement of the Architect, the Approved Plans and Specifications, any work contracts and/or other information delivered to Lender relating to the proposed Restoration) will be sufficient when added to the Net Insurance Proceeds or Net Condemnation Proceeds to pay the entire cost

of the Restoration (collectively referred to as the “Restoration Funds”); (iii) evidence that the Approved Plans and Specifications and the Work are in compliance with all Requirements; (iv) an executed contract for construction with a contractor satisfactory to Lender (the “Contractor”) in a form approved by Lender in writing (a “Construction Contract”); and (v) a surety bond endorsed to Lender in a manner acceptable to Lender and/or guarantee of payment with respect to the completion of the Work. The bond or guarantee shall be reasonably satisfactory to Lender in form and amount and shall be signed by a surety or other persons or entities who are acceptable to Lender. With respect to any applicable Restoration that has a projected cost of less than or equal to US$500,000, Borrower shall provide Lender a copy of the Approved Plans and Specifications and the Construction Contract, but Lender’s approval shall not be required in connection therewith.

(b)    No Borrower shall commence the Work, other than temporary work to protect any individual Trust Property or prevent interference with business, until Borrower shall have complied with the requirements of subsection (a) of this Section 8.04. Provided that the conditions precedent to Lender’s disbursement of the Net Insurance Proceeds set forth in Section 8.02(b), in the case of a casualty, or Net Condemnation Proceeds set forth in Section 8.03(b), in the case of a Condemnation, for the Restoration have been met and Borrower is diligently pursuing the Restoration as required hereunder, then, (i) if the Net Proceeds shall be less than or equal to US$500,000.00 (the "Restoration Threshold") and the costs of completing the Work shall be less than or equal to the Restoration Threshold, the Net Insurance Proceeds or Net Condemnation Proceeds, as applicable, will be disbursed by Lender to Borrower upon receipt and (ii) if the Net Insurance Proceeds or Net Condemnation Proceeds, as applicable, are greater than the Restoration Threshold or the costs of completing the Work is equal to or greater than the Restoration Threshold, so long as there does not then currently exist an Event of Default and the following conditions have been complied with or, in Lender’s sole and absolute discretion, waived, Lender shall disburse the Restoration Funds in increments to Borrower, from time to time as the Work progresses:

(i)    Architect shall be in charge of the Work;

(ii)    Lender shall disburse, or cause to be disbursed, the Restoration Funds through the Insurance Proceeds Account, upon not less than ten (10) days’ prior written notice from Borrower to Lender and Borrower’s delivery to Lender of (A) Borrower’s written request for payment (a “Disbursement Request for Payment”) accompanied by a certificate by Architect in form and substance satisfactory to Lender which states that (1) all of the Work completed to that date has been completed in compliance with the Approved Plans and Specifications and in accordance with all Requirements (other than with respect to de minimis violations that do not have, and are not reasonably likely to have, a Material Adverse Effect), (2) the amount requested has been paid or is then due and payable and is properly a part of the cost of the Work, and (3) when added to all sums previously paid by Lender, the requested amount does not exceed the value of the Work completed to the date of such certificate; and (B) evidence satisfactory to Lender that the balance of the Restoration Funds remaining after making the payments shall be sufficient to pay the balance of the cost of the Work. Each Disbursement Request for Payment shall be accompanied by waivers of liens (or similar instruments) covering that part of the Work previously paid for, if any; and

(iii)   The final Disbursement Request for Payment shall be accompanied by (A) a final certificate of occupancy or other evidence of approval of appropriate Governmental Authorities for the use and occupancy of the Trust Property, (B) evidence that the Restoration has been completed in accordance with the Approved Plans and Specifications and all Requirements (other than with respect to de minimis violations that

do not have, and are not reasonably likely to have, a Material Adverse Effect), (C) evidence that the costs of the Restoration have been paid in full or will be paid in full with the applicable disbursement, and (D) evidence that no mechanics’ or materialmen’s liens or other similar liens for labor or material supplied in connection with the Restoration are outstanding against the Trust Property, including final waivers of liens (or similar instruments) covering all of the Work and, if available under applicable law, a certificate of no liens confirming that no encumbrance exists on or affects the Trust Property other than the Permitted Exceptions.

(c)    If (i) within ninety (90) days after the occurrence of any damage, destruction or condemnation requiring Restoration, any Borrower fails to submit to Lender and receive Lender’s approval of plans and specifications or fails to deposit with Lender the additional amount necessary to accomplish the Restoration as provided in subsection (a)(ii) above, or (ii) after such plans and specifications are approved by all required Governmental Authorities and Lender, any Borrower fails to commence promptly or diligently continue to completion the Restoration, or (iii)  any Borrower becomes delinquent in payment to mechanics, materialmen or others for the costs incurred in connection with the Restoration (provided that Borrower shall have the right to contest same in the same manner applicable to contesting Impositions as set forth in Section 3.04(b)), or (iv) there exists an Event of Default, then, in addition to all of the rights herein set forth and after ten (10) days’ written notice of the non fulfillment of one or more of these conditions, Lender may apply the Restoration Funds to reduce the Secured Obligations in such order as Lender may determine, and at Lender’s option and in its sole and absolute discretion, Lender may declare the Secured Obligations immediately due and payable together with the Applicable Prepayment Fee.

Article IX
REPRESENTATIONS OF BORROWER

Section 9.01   ERISA. Borrower hereby represents and warrants, that (i) it is a Mexican entity and only does business in Mexico, (ii) it has no employees working in the United States of America and (iii) that the foregoing representations in (i) and (ii) shall remain true until the indefeasible payment in full of the Secured Obligations.

Section 9.02   Non-Relationship. No Borrower nor any partner, shareholder, member, director, or officer of any Borrower nor, to any Borrower’s knowledge, any person who is a Borrower’s Constituent (as defined in Section 9.03 hereof) is (a) a director or officer of Metropolitan Life Insurance Company, (b) a parent, son or daughter of a director or officer of Metropolitan Life Insurance Company, or a descendent of any of them, (c) a stepparent, adopted child, stepson or stepdaughter of a director or officer of Metropolitan Life Insurance Company, or (d) a spouse of a director or officer of Metropolitan Life Insurance Company.

Section 9.03   No Adverse Change. Borrower hereby represents and warrants that:

(a)    There has been no material adverse change from the conditions shown in the application submitted for the Loan by Borrower (the “Application”) or in the materials submitted in connection with the Application in the credit rating or financial condition of any Borrower, the partners, shareholders, members or beneficiaries of any Borrower or any entity which is a partner, shareholder, member or beneficiary of any Borrower, respectively as the case may be (collectively, the “Borrower’s Constituents”). Borrower represents and warrants that the organizational chart attached as Exhibit I hereto is true and correct as of the Execution Date.

(b)    Borrower has delivered to Lender true and correct copies of all of each Borrower’s organizational documents and except as expressly approved by Lender in writing, there have been no changes in any Borrower’s Constituents since the date that the Application was executed by Borrower.

(c)    No Borrower nor any of Borrower’s Constituents is involved in any bankruptcy, concurso mercantil, reorganization, insolvency, dissolution, suspension of payment, liquidation or similar proceeding under any Bankruptcy Law, and to the best knowledge of each Borrower, no such proceeding is contemplated or threatened.

(d)    Each Borrower has received reasonably equivalent value for the granting of the Security Trust Agreement, the other Loan Documents and the Unsecured Indemnity Agreement.

(e)    No Borrower nor any of Borrower’s Constituents has been convicted of, or been indicted for a felony criminal offense.

(f)    No Borrower nor any of Borrower’s Constituents is in default under any mortgage, security trust agreement, note, pagaré, loan or credit agreement.

(g)    No Borrower nor any of Borrower’s Constituents is involved in any litigation, arbitration, or other proceeding or governmental investigation pending which if determined adversely would materially affect any Borrower’s ability to perform in accordance with the Loan Documents or the Unsecured Indemnity Agreement.

(h)    Borrower represents and warrants that (i) on or before the date hereof, each direct owner of each Borrower has confirmed the accuracy of the representations and warranties set forth in this Section 9.03 applicable to such Borrower, (ii) each such direct owner confirmed to such Borrower that said representations and warranties pertaining to such direct owner are not misleading in any respect (in each case, without regard to any knowledge qualifier) and (iii) no Borrower is aware of any change in any such representations or warranties as of the date they were made.

(i)    As of Execution Date, and taking into account its obligations under the Loan Documents and the Unsecured Indemnity Agreement, and any rights of contribution with respect to any payments thereunder, each Borrower (i) owns assets the fair saleable value of which are greater than the total amount of liabilities (including any contingent obligations) of such Borrower; (ii) has capital that is sufficient in relation to its business as presently conducted and for any transaction that such Borrower has undertaken or presently contemplates; and (iii) does not intend to incur and does not believe that it will incur debts beyond its ability to pay as they become due.

Section 9.04   Compliance with Laws, Including Anti-Terrorism, Bribery, KYC and Anti Money Laundering Laws.

(a)    Borrower represents that, and agrees to furnish Lender on request evidence confirming that: no Borrower nor any direct or indirect owner of any interest in any Borrower and no legal or beneficial interest in a partner, member, shareholder, beneficiary, officer, or director of any Borrower is or will be held, directly or indirectly, by persons or entities for which entering into transactions with such a person or entity are prohibited by the U.S. Office of Foreign Assets Control, the USA Patriot Act, the regulations thereunder, or any Presidential Executive Order or any other similar applicable law, ordinance, order, rule, or regulation. Each Borrower has implemented procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure the foregoing representations and warranties remain true and correct during the term of the Loan. Lender acknowledges

that Parent, the owner of direct and indirect interests in each Borrower, is a publicly traded company and that the foregoing representations by Borrower with respect to owners of interests of publicly traded shares in Parent are limited to the actual knowledge of Borrower (which, for purposes of this subsection (a), the knowledge of Borrower shall be deemed to mean the actual or constructive knowledge of Parent after reasonable inquiry).

(b)    No Borrower nor any of its subsidiaries, if any, nor, to the knowledge of each Borrower, any director, officer, agent, employee, partner, member, beneficiary or Affiliate of each Borrower or any of its subsidiaries is aware of, has taken, or will take any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or (ii) any other applicable laws and regulations relating to bribery or corruption (the “Anti-Corruption Laws”); and each Borrower, has conducted, and will continue to conduct, their businesses in compliance in all material respects with the FCPA and the Anti-Corruption Laws and have retained, and will continue to retain, accurate books and records and instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(c)    No Borrower nor any direct or indirect owner of any interest in any Borrower is engaged in any money laundering scheme or activity. No person or entity has a direct or indirect financial interest in any individual Trust Property other than as disclosed to Lender. All funds being invested by each Borrower in each individual Trust Property have been and are derived from permissible sources and all Loan proceeds shall be used in a permissible manner. Each Borrower and Borrower’s Constituents have implemented procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure the foregoing representations and warranties contained in this Section 9.04(c) remain true and correct during the term of the Loan.

(d)    Each Borrower shall comply at all times with the requirements of all laws and regulations applicable to it, including without limitation, all money laundering, Anti-Corruption Laws, and anti-terrorist laws and regulations.

(e)    If (i) there is the introduction of or any change in any law or regulation made after the date of this Agreement relating to “know your customer” or similar identification procedures, or (ii) there is any change in the status of any Borrower or the Constituent Parties after the date hereof, including without limitation, any change in management control, or (iii) Lender proposes to assign or transfer any of its rights or obligations under this Agreement, each Borrower shall, upon Lender’s request, promptly comply with “know your customer” or similar identification procedures and supply such documentation and other evidence as is reasonably requested by Lender (or the proposed new lender) so that Lender is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations.

Article X
CHANGE IN OWNERSHIP, CONVEYANCE OF Trust PROPERTY

Section 10.01   Conveyance of Trust Property, Change in Ownership and Composition.

(a)    No Borrower shall cause or permit, without the prior written consent of Lender, at Lender’s sole discretion: (i) any individual Trust Property, the reversion or beneficiary rights or any

residual or other interest in any individual Trust Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of (provided that the transfer and conveyance of the Trust Property, or any other assets that constitute the Trust Property, to the Security Trustee pursuant to the Security Trust Agreement shall be permitted hereunder); or (ii) any transfer, assignment or conveyance of any direct or indirect interest in any Borrower; (iii) any merger, reorganization, dissolution or other change in the ownership or organizational structure or form of any Borrower, including, without limitation, any conversion of any Borrower; or (iv) any change (directly or indirectly) in the effective legal control of the management and affairs of any Borrower to occur (collectively, the “Transfers”). At all times until the Secured Obligations are repaid in full, Parent shall continue to own one hundred percent (100%) of the direct or indirect ownership interests in each Borrower and each individual Trust Property and shall continue to maintain effective legal control of the management and affairs of each Borrower and each individual Trust Property. For the avoidance of any doubt, no Borrower shall issue, or cause to be issued, any additional rights, shares, certificates or other instruments with respect to its ownership interests to any Person other than Parent and/or any direct or indirect subsidiary of Parent (provided that Parent shall continue to own one hundred percent (100%) of the direct or indirect ownership interests in each Borrower).

(b)    The prohibitions on transfer shall not be applicable to (i) Transfers as a result of the death of a natural person who is a Borrower; (ii) Transfers in connection with estate planning by a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either; (iii) any Lease Agreements existing as of the date hereof or entered into after the Execution Date in accordance with the terms hereof; or (iv) any Transfers (including, for the avoidance of doubt, issuances, redemptions and capital returns or reductions) of shares of stock or other equity interests (including, without limitation, certificados bursátiles fiduciarios) in or issued by Parent (or any direct or indirect owner of such entity), provided in each case (x) such shares of stock or other equity interests in or issued by such entity are (or in connection with an issuance, will be simultaneously with such issuance) and remain listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores) and (y) no change of the effective legal control of the management and affairs of any Borrower shall occur as a result of such Transfer.

(c)    Upon request from Lender, Borrower shall promptly provide to Lender a revised version of the organizational chart delivered to Lender in connection with the closing of the Loan reflecting the direct and indirect ownership interests in any Borrower, which organizational chart shall be in form and substance satisfactory to Lender.

Section 10.02   Prohibition on Subordinate Financing. No Borrower shall incur or permit the incurring of (a) any financing in addition to the Loan that is secured by a Lien, security interest or other encumbrance of any part of the Trust Property or (b) any pledge or encumbrance of any direct or indirect interest in any Borrower (except to the extent permitted pursuant to Section 10.01(b)(iv). For the avoidance of doubt, the parties hereto acknowledge that Borrowers are not special purpose entities and own assets other than each Trust Property and portions thereof, and any other assets owned by Borrowers are free from any lien or encumbrance granted to Lender pursuant to the Loan Documents.

Section 10.03   Restrictions on Additional Obligations. During the term of the Loan, no Borrower shall, without the prior written consent of Lender, become liable with respect to any indebtedness or other obligation, in each case relating to any individual Trust Property, except for (a) the Loan, (b) Lease Agreements entered into in the ordinary course of owning and operating the Trust Property for the Use, (c) other liabilities incurred in the ordinary course of owning and operating the Trust Property for the Use but excluding any loans or borrowings secured by any Trust Property, (d) liabilities or indebtedness relating to other properties (other than the Trust Property) of the Borrowers so long as not secured by any Trust Property, (e) liabilities or indebtedness disclosed in writing to and approved by

Lender on or before the Execution Date, and (f) any other single item of indebtedness or liability relating to the Trust Properties which does not at any time exceed US$50,000 (or the equivalent from time to time in Pesos) or, when aggregated with other items of indebtedness or liability, does not at any time exceed US$200,000 (or the equivalent from time to time in Pesos).

Section 10.04   Statements Regarding Ownership. Each Borrower agrees to submit or cause to be submitted to Lender within thirty (30) days after December 31st of each calendar year during the term of this Agreement and ten (10) days after any written request by Lender, a sworn, notarized certificate, signed by an authorized (a) individual who is Borrower or one of the individuals comprising Borrower, (b) member of Borrower, (c) partner of Borrower or (d) officer of Borrower, as the case may be, stating whether (i) any part of any individual Trust Property, or any interest in any individual Trust Property, has been conveyed, transferred, assigned, encumbered, or sold, and if so, to whom; (ii) any conveyance, transfer, pledge or encumbrance of any interest in any Borrower has been made by Borrower and if so, to whom; or (iii) there has been any change in any Borrower’s Constituents from those on the Execution Date, and if so, a description of such change or changes.

Section 10.05   Compliance with Laws. Notwithstanding anything to the contrary contained herein (and without limiting any other obligations set forth in the Loan Documents or the Unsecured Indemnity Agreement), any Transfer (whether or not such Transfer requires Lender’s consent) shall not be permitted if such Transfer results (or would result) in a breach or other violation of Section 9.04 hereof or any of the provisions of the Loan Documents pertaining to ERISA.

Section 10.06   Partial Releases. From and after the end of the Lockout Period (unless pursuant to Section 10.09 which may occur prior to the end of the Lockout Period), Borrower shall have the right to cause the release of any individual Trust Property (the “Release Property”) from the Security Trust Agreement (each, a “Property Release”), which release shall be made pursuant to the terms of the Security Trust Agreement, in the event that each of the following conditions is satisfied as reasonably determined by Lender (except to the extent a different standard for Lender determination is set forth in any such condition, in which case such different standard shall apply):

(a)    no Default or Event of Default has occurred and is then continuing under this Agreement, any of the other Loan Documents or the Unsecured Indemnity Agreement and no such Default or Event of Default would exist immediately following the Property Release;

(b)    Borrower shall have given Lender written notice of such prospective Property Release not less than thirty (30) days before the date on which such Property Release occurs (the “Release Date”);

(c)    Borrower shall prepay a portion of the Loan in the amount of one hundred ten percent (110%) of the Allocated Loan Amount applicable to such Release Property and simultaneously with such prepayment, Borrower also shall pay to Lender the Applicable Prepayment Fee relating to such prepayment (unless pursuant to Section 10.09), and without duplication, all accrued and unpaid interest and any and all amounts due and payable by Borrower under this Agreement and the other Loan Documents with respect to such Released Property (and, for the avoidance of any doubt, all accrued and unpaid interest and any and all amounts due and payable by Borrower under this Agreement not paid on such Release Date shall be paid on the next payment date in accordance with this Agreement and the Pagaré). Following such partial principal prepayment, the monthly installments of interest and, as applicable, principal, shall be revised to reflect the reduced outstanding principal amount and the revised repayment schedule for the Loan (which shall, for the avoidance of doubt, be prepared by Lender based on an amortization term equal to 360 months less the number of full interest accrual periods that have elapsed since the Execution Date and an assumed Interest Rate equal to the Interest Rate);

(d)    following such Property Release, the DSCR of all of the Trust Properties remaining in the Trust Property subsequent to the Property Release shall be equal to or greater than the DSCR immediately prior to the Property Release;

(e)    following such Property Release, the LTV Ratio of the Trust Properties remaining in the Trust Property subsequent to the Property Release is equal to or less than the LTV Ratio of the Trust Properties immediately prior to the Property Release but in no event greater than fifty percent (50%);

(f)    the aggregate Allocated Loan Amounts of all properties previously subject to a Property Release prior to the proposed Property Release (together with the Allocated Loan Amount of the Release Property) shall not exceed (a) prior to the making of the Second Funding Disbursement, twenty-five percent (25%) of the initial Loan amount (i.e., US$31,307,750.00) and (b) from and after the making of the Second Funding Disbursement, twenty-five percent (25%) of the Total Loan Amount (i.e., US$37,500,000.00). In the event that (A)(i) the aggregate Allocated Loan Amounts of all properties previously subject to a Property Release exceeds twenty-five percent (25%) of the applicable maximum amount set forth in the preceding sentence and (ii) Borrower subsequently seeks to effect a Property Release with respect to the Elring Klinger Mexico or Zeller Plastic Mexico Trust Properties solely in connection with any or both of the tenants at such Trust Properties exercising their preferential right to purchase such Trust Property or (B) a Rosarito Required Release (as defined on Schedule 3.11) occurs, the condition set forth in this subsection (f) shall not be required to be satisfied in connection with such release of such affected Trust Property provided all other conditions set forth in this Section 10.06 have been satisfied;

(g)    In the event that two or more individual Trust Properties are contiguous and the Release Property is so contiguous to one or more of the other Trust Properties not being released (the “Remaining Property”), Borrower shall have delivered evidence that would be satisfactory to Lender that, immediately after giving effect to the Property Release, that:

(i)    the Remaining Property shall (A) comply in all respects with all applicable Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, and not result in a violation of any lease, (B) be legally subdivided, and (C) constitute one or more separate tax lots; and

(ii)    (A) Borrower has entered into all reciprocal easements, cross-easements and mutual or non-exclusive easements or similar rights (each of which shall be in such form and substance as would be satisfactory to Lender) for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services necessary for the operation of the Remaining Property following such Property Release and such easements and/or rights shall be conveyed to the Security Trust or (B) evidence that such reciprocal easements, cross-easements and mutual or non-exclusive easements and/or similar rights are not (1) required by any Governmental Authority, (2) necessary or the operation of the Remaining Property and (3) required under any Lease Agreement or other agreement affecting the Remaining Property at the time of the Property Release;

(h)    Lender determines in its sole but reasonable discretion that, after giving effect to the Property Release, the credit quality of the tenants in occupancy, the average remaining lease term, and the lease expiration profile of the tenants at the Trust Properties not being released are not adversely affected as a result of such Property Release;

(i)    Following the Property Release, Peso denominated rents shall not exceed twenty percent (20%) of total annual gross income for the Trust Properties in the aggregate not being released (based on tenants who have accepted their respective spaces and are (x) paying rent or (y) in a free rent period with a definitive and unconditional commencement date and containing no tenant option or right to terminate);

(j)    Borrower shall pay all costs and expenses incurred by any Borrower and Lender (including the Security Trustee) in connection with the Property Release, including without limitation any and all recording or transfer taxes, commissions and fees related to such Property Release including documentation costs and reasonable attorney’s fees and disbursements, notary fees, Security Trustee’s fees and registration costs; and

(k)    Borrower shall deliver to Lender an officer’s certification certifying that all the conditions set forth in this Section 10.06 have been satisfied.

Upon satisfaction of the conditions set forth in Section 10.06 for a particular Property Release, Lender and Borrower shall deliver to the Security Trustee a joint written notice confirming that the release conditions have been met and satisfied by Borrower, together with a description of the Trust Property being released. Upon the release of the applicable individual Trust Property in accordance with the foregoing, Borrower shall be released from its obligations under the Loan Agreement and the Unsecured Indemnity Agreement solely with respect to such individual Trust Property for acts or events first arising after the applicable Property Release. No Property Release shall release the applicable Borrower from its obligations under the Loan Documents or the Unsecured Indemnity Agreement for any acts or events occurring or obligations arising prior to or on the Release Date or for any acts or events occurring or obligations arising in connection with any Trust Properties which are not released whether such acts or events occur before or after such Property Release. Upon request by Lender, Borrower shall execute without any cost or expense to Lender such documents and agreements as Lender shall require in its reasonable discretion to evidence and effectuate the ratification of said obligations. Upon request by Borrower, Lender shall, and shall cause the Security Trustee to, execute, at Borrower’s sole cost and expense, such documents and agreements as Borrower shall reasonably request to evidence and effectuate such release.

Section 10.07   Substitution of Properties. Notwithstanding anything to the contrary contained in this Article 10, Borrower may, at any time, cause the release of one or more (but not more than fifteen (15) individual Trust Properties in the aggregate, except as provided below) individual Trust Properties (the “Substituted Property”) from the Security Trust Agreement and the substitution of one or more replacement properties (the “Replacement Property”) for each individual Trust Property so released (each, a “Permitted Property Substitution”) provided that each of the following terms and conditions are satisfied with respect to each Permitted Property Substitution as reasonably determined by Lender (except a different standard for Lender determination is set forth in any such condition, in which case such different standard shall apply):

(a)    no Default or Event of Default has occurred and is then continuing under this Agreement, any of the other Loan Documents or the Unsecured Indemnity Agreement and no such Default or Event of Default would exist immediately following the Permitted Property Substitution;

(b)    Borrower shall have given Lender written notice of such prospective Permitted Property Substitution not less than forty-five (45) days before the date on which such Permitted Property Substitution is scheduled to occur the actual date of the consummation of the Permitted Property Substitution (the “Substitution Date”) and concurrently therewith (i) provides Lender all such information concerning the proposed Replacement Property and the Substituted Property as required in

the conditions set forth in this Section 10.07 and (ii) pays to Lender a processing fee in the amount equal to 0.10% of the Allocated Loan Amount of the Substituted Property;

(c)    The Allocated Loan Amount of the Substitute Property in connection with the proposed Permitted Property Substitution, when added to all the Allocated Loan Amounts relating to previous Permitted Property Substitutions, shall not exceed twenty-five percent (25%) of (a) prior to the making of the Second Funding Disbursement, twenty-five percent (25%) of the initial Loan amount (i.e., US$31,307,750.00) and (b) from and after the making of the Second Funding Disbursement, twenty-five percent (25%) of the Total Loan Amount (i.e., US$37,500,000.00) ; provided, however, if an Impairment of the Security as defined in Section 8.02(c)(i) relates to any individual Trust Property, Borrower shall have the right to replace, within forty-five (45) days of the occurrence of such Impairment of the Security, such individual Trust Property pursuant to the terms of this Section 10.07, even if such substitution will cause the aggregate Allocated Loan Amount of all Permitted Property Substitutions to exceed twenty-five percent (25%) of the applicable maximum amount set forth in the preceding sentence. The condition set forth in this subsection (c) shall not be required to be satisfied in connection with the Required Rosarito Substitution (as defined on Schedule 3.11) provided all other conditions set forth in this Section 10.07 have been satisfied. In the event that (i) the aggregate Allocated Loan Amounts of all properties previously subject to a Permitted Property Substitution exceeds twenty-five percent (25%) of the applicable maximum amount set forth in the preceding sentence and (ii) Borrower subsequently seeks to effect a Permitted Property Substitution with respect to the Elring Klinger Mexico or Zeller Plastic Mexico Trust Properties solely in connection with any or both of the tenants at such Trust Properties exercising their preferential right to purchase such Trust Property, the condition set forth in this subsection (c) shall not be required to be satisfied in connection with such substitution of such affected Trust Property provided all other conditions set forth in this Section 10.07 have been satisfied;

(d)    The estimated fair market value of the Replacement Property is equal to or greater than that of the Substituted Property at the time of such substitution (as such fair market value is determined by Lender in its sole and absolute discretion);

(e)    Following such Permitted Property Substitution, the LTV Ratio of the Trust Properties in the Trust Property following the Permitted Property Substitution is equal to or less than the LTV Ratio of the Trust Properties immediately prior to the Permitted Property Substitution but in no event greater than fifty percent (50%);

(f)    Following such Permitted Property Substitution, the DSCR of all of the Trust Properties in the Trust Property subsequent to the Permitted Property Substitution shall be equal to or greater than the DSCR immediately prior to the Permitted Property Substitution;

(g)    The Replacement Property must have net operating income as of the Substitution Date equal to or greater than the net operating income of the Substituted Property immediately prior to such Permitted Property Substitution as determined by Lender in its sole and absolute discretion;

(h)    Not more than fifteen (15) individual Trust Properties may be subject to any Permitted Property Substitution during the term of the Loan; provided, however, that (x) the Required Rosarito Substitution (as defined on Schedule 3.11) shall not be counted as a Permitted Property Substitution with respect to the condition set forth in this subsection (h) and (y) in the event that (i) fifteen (15) Permitted Property Substitutions have previously occurred and (ii) Borrower subsequently seeks to effect a Permitted Property Substitution with respect to the Elring Klinger Mexico or Zeller Plastic Mexico Trust Properties solely in connection with any or both of the tenants at such Trust Properties exercising their preferential right to purchase such Trust Property, the condition set forth in this

subsection (h) shall not be required to be satisfied in connection with such substitution of such affected Trust Property provided all other conditions set forth in this Section 10.07 have been satisfied;

(i)   The Replacement Property must be no less than ninety percent (90%) leased under Lease Agreements acceptable to Lender with acceptable third party tenants in occupancy, paying rent (or in a free rent period with a definitive and unconditional commencement date and containing no tenant option or right to terminate) and not in default under their respective Lease Agreement;

(j)   The tenant credit quality, lease expiration profile and average remaining lease term with respect to all Lease Agreement at the Replacement Property are reasonably acceptable to Lender;

(k)    Lender shall have received estoppel certificates in form and substance satisfactory to Lender from all tenants at the Replacement Property;

(l)    Lender determines in its sole but reasonable discretion that after giving effect to the Permitted Property Substitution, the geographic diversification of the Trust Properties is not materially adversely affected as a result of such Permitted Property Substitution;

(m)   The Replacement Property shall consist of a fee simple interest in the proposed property, which fee simple interest shall be owned by Borrower;

(n)   The Replacement Property must satisfy Lender’s then-current environmental and engineering standards and comply with all Requirements of Environmental Laws;

(o)   The Replacement Property must satisfy Lender’s then-current insurance and underwriting requirements. Borrower shall also provide Lender with insurance endorsements or certificates evidencing compliance with the provisions of Article 4 with respect to the Replacement Property;

(p)   The Replacement Property must comply with all title, land use, and other Requirements then in effect and applicable to the Replacement Property;

(q)    The Replacement Property must be of generally similar quality to or better in quality than the Substituted Property,

(r)    The location of the Replacement Property shall be acceptable to Lender in its sole and absolute discretion;

(s)   The Replacement Property is a fully constructed bulk warehouse, distribution, or generally similar industrial property that in any case is acceptable to Lender in all respects in its sole and absolute discretion.

(t)    Following each Permitted Property Substitution, Peso denominated rents shall not exceed twenty percent (20%) of the total annual gross income received from the Trust Properties in the aggregate (based on tenants who have accepted their respective spaces and are (x) paying rent or (y) in a free rent period with a definitive and unconditional commencement date and containing no tenant option or right to terminate);

(u)    The Replacement Property shall be transferred to the Security Trustee pursuant to the Security Trust Agreement (and thereafter become part of the Trust Property) free and clear of all liens and encumbrances and otherwise in a manner acceptable to Lender;

(v)    In the event that two or more Trust Properties are contiguous and the Substituted Property is so contiguous to a “Remaining Property”), Borrower shall have delivered evidence that would be satisfactory to Lender that, immediately after giving effect to the Permitted Property Substitution, that:

(i)   the Remaining Property shall (A) comply in all respects with all applicable Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, and not result in a violation of any lease and (B) be legally subdivided; and

(ii)    (A) each applicable Borrower has entered into all reciprocal easements, cross-easements and mutual or non-exclusive easements or similar rights (each of which shall be in such form and substance as would be satisfactory to Lender) for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services necessary for the operation of the Remaining Property following such Permitted Property Substitution and such easements and/or rights shall be conveyed to the Security Trust or (B) evidence that such reciprocal easements, cross-easements and mutual or non-exclusive easements and/or similar rights are not (1) required by any Governmental Authority, (2) necessary or the operation of the Remaining Property and (3) required under any Lease Agreement or other agreement affecting the Remaining Property at the time of the Property Release;

(w)   Each applicable Borrower shall (and if the Replacement Property is to be owned by an Affiliate of any Borrower, Borrower shall cause such Affiliate to) execute such amendments, ratifications and assumptions to the Loan Documents and Unsecured Indemnity Agreement reasonably requested by Lender in connection with the Permitted Property Substitution (including, without limitation, to cause the representations, covenants, indemnifications and other provisions of such agreements to apply to the Replacement Property and to reflect that the Allocated Loan Amount for the Substituted Property shall thereafter be the Allocated Loan Amount for the Replacement Property);

(x)   Lender shall have received a current survey for the Replacement Property in form and substance satisfactory to Lender;

(y)   Borrower shall deliver or cause to be delivered to Lender updates or, if the Replacement Property is to be owned by an Affiliate of any Borrower, originals, in either case certified by Borrower or such Affiliate, as applicable, of all organizational documentation related to each Borrower or such Affiliate, as applicable (including, without limitation, resolutions of each Borrower or such Affiliate, as applicable, authorizing the substitution and any actions taken in connection with such Substitution);

(z)   Borrower shall deliver to Lender such opinions of counsel related to the Permitted Property Substitution reasonably required by Lender;

(aa)   Lender shall have received annual operating statements and occupancy statements for the Replacement Property for the most current completed fiscal year and a current operating statement for the Substituted Property, each certified by Borrower to Lender as being true and correct in all material respects and a certificate from Borrower certifying that there has been no material

adverse change in the financial condition of the Replacement Property since the date of such operating statements;

(bb)   The Replacement Property shall constitute one or more separate tax lots;

(cc)   Lender shall have received copies of all contracts and agreements relating to the leasing, operation and management of the Replacement Property, each of which shall be in a form and substance satisfactory to Lender;

(dd)   Borrower shall pay all fees, costs, and expenses incurred by any Borrower, Lender and Security Trustee in connection with the substitution of the Replacement Property for the Substituted Property), including without limitation all survey costs, costs of inspections and reports required in connection therewith, appraisal fees, brokerage commissions (other than brokers claiming through Lender) title charges, registration charges, appraisers, architect’s, engineer’s, environmental consultant’s and reasonable attorney’s fees and expenses, notary fees, Security Trustee’s fees, and reasonable travel expenses of any such third party consultants (to the extent not covered by such third parties’ fees); and

(ee)   Borrower shall deliver to Lender an officer’s certification certifying that all the conditions set forth in this Section 10.07 have been satisfied.

Upon satisfaction of the conditions set forth in this Section 10.07 for a particular Permitted Property Substitution, Lender and Borrower shall deliver to the Security Trustee a joint written notice confirming that the substitution conditions have been met and satisfied by Borrower, together with a description of the Replacement Property and the Substituted Property. Upon the release of the applicable Substituted Property in accordance with the foregoing, Borrower shall be released from its obligations under the Loan Agreement and the Unsecured Indemnity Agreement solely with respect to such Substituted Property for acts or events first arising after the applicable Permitted Property Substitution. No release of a Substituted Property shall release any Borrower from its obligations under the Loan Documents or the Unsecured Indemnity Agreement for any acts or events occurring or obligations arising prior to or on the effective date of the release of the Trust Property from the Security Trust Agreement or for any acts or events occurring or obligations arising in connection with any Trust Properties which are not released, whether such acts or events occur before or after such Permitted Property Substitution. Upon request by Lender, Borrower shall execute without any cost or expense to Lender such documents and agreements as Lender shall require in its reasonable discretion to evidence and effectuate the ratification of said obligations.

Section 10.08   Deemed Approval for Easements. With respect to any request for Lender consent to the granting of any easements, restrictions, covenants, reservations and rights of way for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or other purposes, Lender’s consent thereto shall be deemed given if the Deemed Approval Requirements are satisfied.

Section 10.09   Casualty/Condemnation Release or Substitution. In the event that the conditions precedent to Lender’s disbursement of the Net Insurance Proceeds or Condemnation Proceeds for the Restoration set forth in Section 8.02 or 8.03 have not been met, Borrower shall have the right to cause (1) a Property Release, which release shall be pursuant to the terms of Security Trust Agreement, provided that each of the conditions precedent set forth in Section 10.06 are satisfied or (2) a Permitted Property Substitution provided that each of the conditions precedent set forth in Section 10.07 are satisfied and, in each case, provided, further, however, that in determining whether any condition precedent has been met, the conditions shall be determined with respect to the affected Trust Property

immediately prior to the Casualty or Condemnation and not immediately prior to the Property Release or Permitted Property Substitution, as the case may be (i.e., references to the state of the affected Trust Property, whether there has been an adverse effect on the affected Trust Property, whether the Substituted Property is of the same quality as the Replacement Property and other similar references shall be deemed to mean the applicable affected Trust Property immediately prior to the Casualty or Condemnation). Upon satisfaction of the conditions set forth in Section 10.07 for a particular Permitted Property Substitution, Lender and Borrower shall deliver to the Security Trustee a joint written notice confirming that the substitution conditions have been met and satisfied by Borrower, together with a description of the Replacement Property and the Substituted Property. Upon satisfaction of the conditions set forth in Section 10.06 for a particular Property Release, Lender and Borrower shall deliver to the Security Trustee a joint written notice confirming that the release conditions have been met and satisfied by Borrower, together with a description of the Trust Property being released. Upon the release of the applicable individual Trust Property in accordance with the foregoing, Borrower shall be released from its obligations under the Loan Agreement and the Unsecured Indemnity Agreement solely with respect to such individual Trust Property for acts or events first arising after the Property Release or Permitted Property Substitution, as applicable. No Property Release or Permitted Property Substitution shall release the applicable Borrower from its obligations under the Loan Documents or the Unsecured Indemnity Agreement for any acts or events occurring or obligations arising prior to or on the Release Date or for any acts or events occurring or obligations arising in connection with any Trust Properties which are not released whether such acts or events occur before or after such Property Release or Permitted Property Substitution. Upon request by Lender, Borrower shall execute without any cost or expense to Lender such documents and agreements as Lender shall require in its reasonable discretion to evidence and effectuate the ratification of said obligations. Upon request by Borrower, Lender shall, and shall cause the Security Trustee to, execute, at Borrower’s sole cost and expense, such documents and agreements as Borrower shall reasonably request to evidence and effectuate such release or substitution.

Article XI
DEFAULTS AND REMEDIES

Section 11.01   Events of Default. Any of the following shall be deemed to be a material breach of Borrower’s covenants in this Agreement and shall constitute an “Event of Default”:

(a)    The failure of any Borrower to pay (i) any installment of principal, interest or principal and interest, any required escrow deposit or any other sum required to be paid under any of the Loan Documents, whether to Lender or the Security Trustee or otherwise, within seven (7) days of the due date of such payment or (ii) all amounts due under the Pagaré on the Maturity Date;

(b)    The failure of any Borrower to perform or observe any other term, provision, covenant, condition or agreement under any of the Loan Documents or the Unsecured Indemnity Agreement for a period (x) of more than thirty (30) days after receipt of notice of such failure, or (y) which extends beyond any cure period specifically set forth in this Agreement;

(c)    The filing by any Borrower of a voluntary petition or application for relief under any present or future Bankruptcy Law, the filing against any Borrower of an involuntary petition or application for relief under any present or future Bankruptcy Law which is not dismissed within sixty (60) days, or any Borrower’s adjudication as a bankrupt or insolvent, or the filing by any Borrower of any petition, application for relief or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, suspension of payments, liquidation, dissolution or similar relief for itself under any present or future Bankruptcy Law, or any Borrower’s seeking or consenting to or acquiescing in the appointment of any trustee, custodian, conservator, receiver or liquidator of any Borrower of all or any substantial part of the Trust Property or of any or all of the Lease Payments or any other assets that

constitute the Trust Property, or the making by any Borrower of any general assignment for the benefit of creditors, or the admission in writing of its inability to pay its debts generally as they become due;

(d)    If any warranty, representation, certification, financial statement or other information made or furnished at any time pursuant to the terms of the Loan Documents or the Unsecured Indemnity Agreement by any Borrower or by any other person or entity otherwise liable under any of the Loan Documents or the Unsecured Indemnity Agreement shall be materially false or misleading, provided, however, if such false or misleading warranty, representation, certification, or other information shall have been made unintentionally and is susceptible of being cured and does not relate to any financial information pertaining to any Trust Property or Borrower, then Borrower shall have a period of thirty (30) days after Borrower receives a notice from Lender (or becomes aware), to cure or cause to be cured such default;

(e)    If any Borrower shall suffer or permit any individual Trust Property, or any part of any individual Trust Property, to be used in a manner that (x) could reasonably be expected to (i) impair the state of title to such Trust Property, (ii) create rights of adverse use or possession, or (iii) constitute an implied dedication of any part of such Trust Property; provided, however, it shall not be an Event of Default under this subsection (x) if the breach described in this subsection (x) is cured by Borrower within thirty (30) days after receipt of notice of such breach or (y) results in (i) an impairment the state of title to the Trust Property, (ii) a creation of rights of adverse use or possession, or (iii) an implied dedication of any part of the Trust Property;

(f)    If any Borrower shall, without the prior written consent of Lender, take any action to assign or otherwise transfer (i) any individual Trust Property or any portion thereof (except to the extent expressly permitted under and in accordance with this Agreement) or (ii) any of their respective rights or obligations under the Loan Documents or the Unsecured Indemnity Agreement;

(g)    Any Transfer shall occur, except to the extent expressly permitted under and in accordance with this Agreement);

(h)    If any Borrower shall take any action to create, or shall permit the creation of, any Lien or Encumbrance on any Trust Property (other than Permitted Exceptions), which such Borrower shall not have removed within fifteen (15) days of the creation of such Lien or Encumbrance through the posting of a bond or other means available under applicable law, or any condition, limitation or restriction on ownership, or any option or preemptive right (including, without limitation, any right of first refusal to purchase or right of first offer affecting any individual Trust Property or any portion thereof;

(i)    If there shall be (i) any financing in addition to the Loan that is secured by a lien, security interest or other encumbrance of any part of any individual Trust Property, or (ii) any pledge or encumbrance of a partnership, member, shareholder, or other direct or indirect beneficial interest in any Borrower (other than as expressly permitted under and in accordance with this Agreement);

(j)    If any Borrower (or any person or entity on their behalf) challenges any procedure initiated by the Security Trustee or Lender in connection with (A) the delivery by any such Person of the legal and physical possession of all of the Trust Property (or any portion thereof) to the Security Trustee or, pursuant to Lender’s written instructions, the Security Trustee’s designee in accordance with the provisions of the Security Trust Agreement or (B) the enforcement of the rights and/or remedies of Lender or the Security Trustee under the Security Trust Agreement, the Loan Documents or the Unsecured Indemnity Agreement (in each of clause (A) and clause (B) (other than any challenge by Borrower that the applicable Event of Default does not exist); or

(k)    If any Borrower shall default or fail to perform under the Unsecured Indemnity Agreement executed by Borrower in favor of Lender, in each case beyond any applicable notice and cure periods.

Borrower shall notify Lender in writing, within two (2) Business Days following the date of the occurrence of any event that constitutes, or after notice or passage of time or both could constitute, an Event of Default.

Section 11.02   Remedies upon Default. During the continuance of an Event of Default, the Secured Obligations shall, at the option of Lender, become immediately due and payable, without further notice or demand and from and after an Event of Default, the Secured Obligations shall bear interest at the Default Interest Rate. During the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under the Loan Documents or the Unsecured Indemnity Agreement, or at law or in equity, may be exercised by Lender, acting in its sole discretion at any time and from time to time, whether or not all or any portion of the Secured Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Trust Property or all or any portion of the Trust Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender in its sole discretion may determine, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents or the Unsecured Indemnity Agreement.

Section 11.03   Application of Proceeds. In the event of the sale of the Trust Property, any individual Trust Property or any portion thereof pursuant to the Security Trust Agreement or Lender’s realization upon any other collateral that may secure the Loan, to the extent permitted by law, Lender shall determine in its sole discretion the order in which the proceeds resulting therefrom shall be applied to the payment of the Secured Obligations, including without limitation, the expenses incurred by Lender in connection with any sale or other realization upon such collateral and all proceedings in connection therewith, including reasonable attorneys’ fees and disbursements; withholding taxes, Impositions, insurance premiums, liens, and other charges and expenses; the outstanding principal balance under the Pagaré, any accrued interest, any prepayment fees, the Applicable Prepayment Fees, Late Charges and any other amounts owed under any of the Loan Documents or the Unsecured Indemnity Agreement.

Section 11.04   Waiver of Jury Trial. To the fullest extent permitted by law, Borrower and Lender HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the Pagaré, the Security Trust Agreement, this Agreement, any of the other Loan Documents or the Unsecured Indemnity Agreement, or the enforcement of any remedy under any law, statute, or regulation. Neither party will seek to consolidate any such action in which a jury has been waived with any other action in which a jury trial cannot or has not been waived. Each party has received the advice of counsel with respect to this waiver.

Section 11.05   Lender’s Right to Perform Borrower’s Obligations. Borrower agrees that, if any Borrower fails to perform any act or to pay any money which such Borrower is required to perform or pay under the Loan Documents or the Unsecured Indemnity Agreement, Lender may make the payment or perform the act at the cost and expense of Borrower and in Borrower’s name or in its own name. Any money paid by Lender under this Section 11.05 shall be reimbursed to Lender in accordance with Section 11.06. Lender shall use commercially reasonable efforts to notify Borrower of any such payment or performance by Lender; provided, however, that any failure by Lender to so notify Borrower

shall not affect, impair or otherwise limit any rights Lender may have under the Loan Documents or the Unsecured Indemnity Agreement.

Section 11.06   Lender Reimbursement. All payments made, or funds expended or advanced by Lender pursuant to the provisions of any of the Loan Documents or the Unsecured Indemnity Agreement, shall (a) become a part of the Secured Obligations, (b) become due and payable by Borrower within five (5) Business Days from the date of demand by Lender, (c) bear interest at the Interest Rate from the date of demand by Lender and (d) if not paid within five (5) Business Days of such demand, the failure to make such payment shall constitute an Event of Default and such payments shall bear interest at the Default Interest Rate.

Section 11.07   Fees and Expenses. Borrower shall pay or, on demand, reimburse Lender for the payment of, all reasonable fees and disbursements as may be incurred by Lender or the Security Trustee in connection with the granting, administration, closing and consummation of the transactions contemplated by the Loan Documents (including, without limitation, (a) the preparation, negotiation, delivery and execution of the Loan Documents and the Unsecured Indemnity Agreement, and (b) reviewing and approving proposed Lease Agreements), or (c) otherwise attributable or chargeable to the owner of any individual Trust Property, including, without limitation, costs of inspections and reports required under the Loan Documents and the Unsecured Indemnity Agreement, appraisal fees, brokerage commissions, title charges, title insurance premiums, title insurance endorsement fees, registration fees, fees of notaries public, fees of translators, the Security Trustee’s fees and expenses, escrow fees, architect’s, engineer’s environmental consultant’s and reasonable attorney’s fees and expenses and disbursements, and (d) Borrower’s completion of any post-closing obligations under the Loan Documents. If Lender or the Security Trustee becomes a party (by intervention or otherwise) to any action or proceeding affecting, directly or indirectly, any Borrower, any individual Trust Property or the title thereto or any of the interests of Lender or the Security Trustee therein, or employs an attorney to collect any amounts owed under the Loan Documents or the Unsecured Indemnity Agreement or to enforce performance of the obligations, covenants and agreements of the Loan Documents or the Unsecured Indemnity Agreement, Borrower shall reimburse Lender or the Security Trustee in accordance with Section 11.06 above for all expenses, costs, charges and legal fees incurred by Lender or the Security Trustee, as the case may be (including, without limitation, the fees and expenses of experts and consultants), whether or not suit is commenced.

Section 11.08   Waiver of Consequential Damages. Borrower covenants and agrees that in no event shall Lender or the Security Trustee be liable for consequential damages, and to the fullest extent permitted by law, each Borrower expressly waives all existing and future claims that it may have against Lender or the Security Trustee for consequential damages.

Section 11.09   Attorney-In-Fact. Each Borrower hereby irrevocably appoints and constitutes Lender as Borrower’s true and lawful attorney-in-fact, coupled with an interest and with full power of substitution, for the purpose of taking any of the actions described herein and all acts incidental thereto including, without limitation, to preserve any rights of any Borrower whatsoever in respect of any part of the Trust Property or any portion thereof; provided, however, that Lender shall not exercise such power of attorney unless an Event of Default exists. Each Borrower hereby releases, discharges and waives all claims of any kind or nature against Lender arising out of any action taken or omission made by Lender in exercising such authority. The exercise by Lender of any of its options or rights pursuant to this Agreement shall not be considered a waiver by Lender of any default or Event of Default by any Borrower under the Loan Documents, and/or the Unsecured Indemnity Agreement.

Article XII
BORROWER AGREEMENTS AND FURTHER ASSURANCES

Section 12.01   Participation and Sale of Loan.

(a)    Lender may sell, transfer or assign all or a portion of its interest or one or more participation interests in the Loan and the Loan Documents and the Unsecured Indemnity Agreement, at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan and may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents with a trust that may issue securities (the “Securities”). Lender and, at Lender’s direction, the Security Trustee may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities (each, an “Investor”), any prospective Investor or any Rating Agency rating or assigning value to such Securities, all documents and information which Lender or the Security Trustee now has or may hereafter acquire relating to the Secured Obligations, Borrower, the Security Trustee, and any individual Trust Property, whether furnished by Borrower, the Security Trustee or otherwise, as Lender determines necessary or desirable; provided, however, that Lender shall require each such prospective Investor to execute a confidentiality agreement in substantially the same form as the confidentiality agreement executed by Borrower and Lender before the closing of the Loan. Lender shall use commercially reasonable efforts to notify Borrower of any sale, transfer or assignment of all or any portion of its interest in the Loan (other than with respect to participation interests which Lender shall not be required to so notify the Borrower); provided, however, that any failure by Lender to so notify Borrower shall not result in any liability to Lender or affect, impair or otherwise limit any rights Lender may have under the Loan Documents or the Unsecured Indemnity Agreement.

(b)    Borrower will cooperate with Lender, the Security Trustee and the Rating Agencies in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lender may release or disclose, or cause to be released or disclosed, to potential purchasers or transferees of the Loan, or potential participants in the Loan, originals or copies of the Loan Documents and Unsecured Indemnity Agreement, title information, engineering reports, financial statements, operating statements, appraisals, leases, rent rolls, and all other materials, documents and information in Lender’s or the Security Trustee’s possession or which Lender or the Security Trustee is entitled to receive under the Loan Documents and the Unsecured Indemnity Agreement with respect to the Loan, Borrower, the Security Trustee, or any individual Trust Property. Borrower shall also furnish to such Investors, prospective Investors or Rating Agency any and all information concerning any individual Trust Property, the Lease Agreements, the financial condition of any Borrower as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale, transfer or participation interest; provided, however, Borrower shall not be required to deliver or disclose any information (other than such information which is otherwise required to be provided by Borrower pursuant to any other provisions of the Loan Documents or the Unsecured Indemnity Agreement) if Borrower has a legal obligation not to disclose such information unless (i) Borrower would not be so prohibited from disclosing such information if delivered pursuant to a confidentiality agreement and (ii) the applicable requesting party delivers a confidentiality agreement to Borrower, in substantially the same form as the confidentiality agreement executed by Borrower and Lender before the closing of the Loan, with respect to such information. Borrower shall provide estoppel certificates and any other documentation to such Investor, prospective Investors and/or Rating Agency as may reasonably be required by Lender. Borrower shall not be required to (i) reimburse Lender for any costs or expenses of Lender incurred in connection with any sale, assignment or other transfer of its interests under the Loan Documents and the Unsecured Indemnity Agreement or (ii) incur any cost or expense (except to a de minimis extent) in connection with Borrower’s satisfying its cooperation obligations pursuant to this subsection (b); and to the extent that any action required by this subsection (b), including without limitation the delivery of legal opinions, would reasonably require Borrower to incur expenses in excess

of those contemplated in this clause (ii) Borrower shall not be required to take any such action unless Lender shall have expressly agreed to assume such expenses.

(c)    Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right to bifurcate the Loan (or any portion thereof) into two or more component pagarés, which pagarés may be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the pagarés immediately following such bifurcation shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan immediately following such reallocation shall equal the interest rate which was applicable to the Loan immediately prior to such bifurcation. Borrower shall cooperate with all reasonable requests of Lender in order to bifurcate the amount of the Loan and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, one or more new component notes to replace the original Pagaré, all in form and substance reasonably satisfactory to Lender, provided that such documents shall contain terms, provisions and clauses (x) no less favorable to Borrower than those contained herein and in the Pagaré, and (y) which do not increase Borrower’s obligations hereunder or decrease Borrower’s rights under the Loan Documents. If Lender redefines the interest rate, the amount of interest payable under the modified pagarés, in the aggregate, shall at all times equal the amount of interest which would have been payable under the Pagaré at the Interest Rate. In the event any Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, each Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions described in this clause (c), Borrower ratifying all that such attorney shall do by virtue thereof.

Section 12.02   Replacement of Pagaré. Upon the loss, theft, destruction or mutilation of any Pagaré (a “Lost Pagaré”), Lender shall initiate the proceeding under Mexican law to replace the Lost Pagaré pursuant to the provisions of law, and Borrower shall cooperate in good faith with Lender in order to obtain the cancellation of the Lost Pagaré and, upon issuance of a resolution by the competent courts of such cancellation, shall take such actions as are required by law to replace the Lost Pagaré with a replacement pagaré identical in form, scope and substance to the Lost Pagaré, and dated the date of such Lost Pagaré, and Borrower shall, within five (5) days of such resolution, deliver such replacement pagaré to Lender. Upon the execution and delivery of the replacement pagaré, all references in any of the Loan Documents to the Lost Pagaré shall refer to the replacement pagaré. All costs and expenses of Borrower arising from, or in connection with, Borrower’s cooperation pursuant to this Section 12.02, including, without limitation, reasonable fees and disbursements of Borrower’s attorneys, shall be paid by Lender.

Section 12.03   Borrower’s Estoppel. Within ten (10) days after a request by Lender, Borrower shall furnish an acknowledged written statement in form satisfactory to Lender (a) setting forth the amounts owed under any of the Loan Documents or the Unsecured Indemnity Agreement, (b) stating either that no offsets or defenses exist against such amounts, or if any offsets or defenses are alleged to exist, their nature and extent, (c) stating whether any default then exists under the Loan Documents or the Unsecured Indemnity Agreement or any event has occurred and is continuing, which, with the lapse of time, the giving of notice, or both, would constitute such a default, and (d) any other matters as Lender may reasonably request. If Borrower does not furnish an estoppel certificate within the 10-day period, Borrower appoints Lender as its attorney-in-fact to execute and deliver the certificate on its behalf, which power of attorney shall be coupled with an interest and with full power of substitution and shall be irrevocable.

Section 12.04   Further Assurances. Borrower agrees that it shall, without expense to Lender or the Security Trustee, execute, acknowledge and deliver all further acts, deeds, conveyances, security trust agreements, assignments, security agreements, and other similar documents as Lender shall

from time to time reasonably require, to perfect, assign, transfer, protect and maintain unto the Security Trustee the title to any individual Trust Property and unto Lender the rights and remedies conveyed, assigned or granted by the Loan Documents or the Unsecured Indemnity Agreement or which any Borrower may become bound to convey or assign to Lender or the Security Trustee, or for carrying out the intention or facilitating the performance of the terms of the Loan Documents and the Unsecured Indemnity Agreement, or for registering or reregistering the Security Trust Agreement or any of the other Loan Documents; provided, however, that such documents, agreements or instruments shall not expand Borrower’s obligations or abrogate Borrower’s rights under the Loan Agreement, the Unsecured Indemnity Agreement or any other Loan Document in any material respect (provided that, for the avoidance of doubt, correcting any errors consistent with the intent of the Loan Documents or the Unsecured Indemnity Agreement shall not be deemed a material expansion of obligations or abrogation of rights). If any Borrower fails to comply with the terms of this Section 12.04, Lender may, at Borrower’s expense, perform, or cause to be performed, each Borrower’s obligations for and in the name of each Borrower, and each Borrower hereby irrevocably appoints Lender as its attorney in fact to do so; provided, however, that Lender shall not exercise such power of attorney unless an Event of Default exists. The appointment of Lender as attorney-in-fact is coupled with an interest and with full power of substitution, to act in its name and stead to make and execute all documents necessary or desirable to effect such transactions.

Section 12.05   UCC Financing Statements. Each Borrower hereby represents that (i) it is a Mexican entity and only does business in Mexico, and (ii) it has no properties nor any other assets in the United States of America. In the event that following the date hereof (and without limiting any other provision of this Agreement) any Borrower or Personal Property is located in any state of the United States, within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) or would otherwise be subject to the UCC, each Borrower hereby authorizes Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, as applicable to all or part of the Personal Property and as necessary or required in connection herewith. For purposes of such filings, Borrower agrees to furnish any information requested by Lender promptly upon request by Lender. Each Borrower also ratifies its authorization for Lender to have filed any like initial financing statements, amendments thereto or continuation statements, if filed prior to the date of the Security Trust Agreement. Each Borrower hereby irrevocably appoints Lender as its attorney in fact to execute any such documents and otherwise carry out the purposes of this Section 12.03, to the extent that Borrower’s authorization above is not sufficient and Borrower fails or refuses to promptly execute such documents. To the extent permitted by law, Borrower hereby ratifies all acts said attorneys-in-fact have lawfully done in the past or shall lawfully do or cause to be done in the future by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Article XIII
RECOURSE LIABILITIES

Section 13.01   Recourse Liabilities.

(a)    Except as provided in this Section 13.01, Lender shall look solely to the Trust Property, any other assets that constitute the Trust Property and any other security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower upon the occurrence of an Event of Default. However, nothing contained herein or in any of the other Loan Documents or the Unsecured Indemnity Agreement shall limit the rights of Lender to proceed against Borrower, on a full recourse basis (i) to recover any losses, damages, costs and/or expenses arising from the failure of any Borrower to enforce, or Lender enforcing, any Lease Agreements entered into by Borrower or its Affiliates as tenant, guarantees, or other agreements entered into by Borrower in a

capacity other than as borrower or any policies of insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or physical waste; (iii) to recover any Net Condemnation Proceeds or Net Insurance Proceeds or other similar funds which have been misapplied by any Borrower or which, under the terms of the Loan Documents, should have been paid to the Security Trustee or Lender, including, without limitation; (iv) to recover any tenant security deposits, tenant letters of credit or other deposits or fees paid to any Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than thirty (30) days which have not been delivered to the Security Trustee or Lender; (v) to recover Lease Payments and other payments received by any Borrower after the first day of the month in which an Event of Default occurs and prior to the date Lender acquires title to the Trust Property which have not been applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Trust Property; (vi) to recover damages, costs and expenses arising from, or in connection with, the provisions of this Agreement pertaining to environmental matters (including, without limitation, Hazardous Materials) or the Unsecured Indemnity Agreement; (vii) to recover damages arising from any Borrower’s failure to comply with the provisions of the Loan Documents pertaining to ERISA, the USA Patriot Act or the Foreign Corrupt Practices Act; (viii) to recover any and all Loan amounts arising from or relating to the failure to perfect the transfer in favor of the Security Trustee of the Trust Property and/or any other collateral transferred or purported to be transferred pursuant to the Security Trust Agreement in accordance with applicable law, including, without limitation, rejection (with or without cause) of the registration of the Security Trust Agreement in any required public registry of property in accordance with the terms and conditions set forth in the Security Trust Agreement; (ix) to recover all amounts due and payable under Sections 11.06 and 11.07 of this Agreement, including out of pocket expenses incurred by Lender and/or the Security Trustee pursuant to the Security Trust Agreement and any amount expended by Lender and/or the Security Trustee, in connection with the foreclosure of the Security Trust Agreement; and further including without limitation, any claim, liability, costs or expenses in connection with the operation, management and/or leasing of the Trust Property following any Event of Default and prior to the judicial or extra-judicial sale of the Trust Property or any portion thereof; (x) to recover the full amount, including, without limitation, any damages, charges, levies, imposts, costs and expenses, arising from the failure of any Borrower to comply with the provisions of the Loan Documents pertaining to Taxes and Excluded Taxes; (xi) to recover employee, labor and/or income tax payments and liabilities of Borrower to which any Trust Property is subject, including litigation expenses related thereto, attributable to any period prior to the date Lender or any Affiliate, acquires the Trust Property either by judicial or extra-judicial sale of the Trust Property; (xii) to recover any losses, damages, costs and/or expenses resulting from the failure to pay Impositions and/or insurance premiums during any period during which Lender shall have suspended the collection of Impositions and/or insurance premiums pursuant to the provisions of this Agreement; (xiii) [reserved]; and (xiv) to recover any financial losses suffered by Lender if any of the covenants or warranties (as distinguished from a misrepresentation not constituting a breach of clause (ii) above) described in Sections 6.01(a) through Section 6.01(g) are breached with respect to future Leases or any of the actions set forth in Section 6.02(b)(i) through Section 6.02(b) (vi) or Section 6.02(c) are taken other than as permitted herein without the written consent of Lender.

(b)    Nothing contained herein or in any of the other Loan Documents or the Unsecured Indemnity Agreement shall limit the rights of Lender to proceed against Borrower on a recourse basis for the entire amount of the Secured Obligations in the event that (i) there is a Transfer, except as permitted in the Loan Documents or otherwise approved by Lender; (ii) any Borrower commences a voluntary bankruptcy, concurso mercantil, or insolvency proceeding or an involuntary bankruptcy, concurso mercantil, or insolvency proceeding is commenced against any Borrower and is not dismissed within ninety (90) days after such commencement and/or (iii) there is any financing in addition to the Loan that is secured by a Lien, security interest or other encumbrance of the Trust Property or any portion thereof or any other rights or assets that constitute (or should constitute) part of the Trust Property. Notwithstanding the foregoing, each Borrower shall not be personally liable for payment of the

Loan merely by reason of an involuntary bankruptcy of any Borrower (irrespective of its duration) as to which the following conditions are satisfied: (1) such involuntary bankruptcy is not solicited, procured or supported by any Borrower or any Related Person (defined below); (2) there is no secondary financing which is prohibited by the Loan Documents, and such Borrower has not incurred liabilities, loans or borrowings with respect to the Trust Property in violation of Section 10.03; (3) such Borrower and each Related Person in such involuntary bankruptcy proceeding has not contested or objected to Lender’s motions and/or requests to obtain relief from the automatic stay (or Mexican equivalent thereof) and to obtain adequate protection for Lender; (4) neither such Borrower nor any Related Person has proposed or in any way supported any plan of reorganization which in any way modifies or seeks to modify any provisions of the Loan Documents or the Unsecured Indemnity Agreement or any of Lender’s rights under the Loan Documents or the Unsecured Indemnity Agreement; and (5) neither such Borrower nor any Related Person proposed or consented to any use of cash collateral except with Lender’s consent, which may be withheld in Lender’s sole discretion. As used herein, a “Related Person” shall mean any person or entity which is an Affiliate of any Borrower.

(c)    Nothing contained herein or in any of the other Loan Documents or the Unsecured Indemnity Agreement shall limit the rights of Lender to proceed against any Borrower on a full recourse basis for the entire amount of the Secured Obligations if (i) the Security Trustee fails to hold at any time and for any reason whatsoever, valid, legal and perfected title to the assets constituting any individual Trust Property (or any portion thereof) (except as a result of any negligence or willful misconduct by Lender), or any Borrower fails to maintain, protect, defend or enforce title to such applicable Trust Property (or any portion thereof), or to pay in full any and all costs and expenses which are necessary or convenient in connection therewith, in each case in accordance with and pursuant to the Security Trust Agreement; (ii) any Borrower withholds relevant, material information adverse to the value or prospects of the Trust Property (or any portion thereof) which is otherwise required to be delivered as required pursuant to the Loan Documents; (iii) any Borrower challenges any procedure initiated by the Security Trustee or Lender in connection with (A) the delivery by any Borrower of the legal and physical possession of all of the Trust Property (or any portion thereof) to the Security Trustee or, pursuant to Lender’s written instructions, the Security Trustee’s designee in accordance with the provisions of the Security Trust Agreement, or (B) the enforcement of the rights and/or remedies of Lender or the Security Trustee under the Security Trust Agreement, (iv) any Borrower fails to comply with the requirements of the Loan Documents relating to waiving, modifying or otherwise amending any of the Lease Agreements or any other rights transferred or purported to be transferred to the Security Trustee pursuant to the Security Trust Agreement which results in a material diminution in the value of the Trust Property; and/or (v) any tax claim, any labor award or any judgment is issued with respect to the Trust Property (or any portion thereof) giving any individual or entity other than the Security Trustee or Lender any right, claim or preference over the Trust Property (or any portion thereof), unless any such claim, award or judgment is finally and indefeasibly discharged and revoked within sixty (60) days after any such claim, award or judgment was issued (other than claims constituting Impositions being contested in accordance with Section 3.04(b) hereto or labor claims being contested in accordance with the terms of Section 8.04(c) hereto).

(d)    Each Borrower’s obligations pursuant to this Article XIII shall survive (i) performance and repayment of the Loan, (ii) release of security provided in connection with the Loan (including the re-conveyance of all or any portion of any individual Trust Property to Borrower in accordance with the Security Trust Agreement), (iii) bankruptcy sale, or foreclosure or extra-judicial sale under the Security Trust Agreement and/or any of the other Loan Documents, (iv) any transfer or assignment in lieu of foreclosure relating to any individual Trust Property, and (v) transfer of all of Lender’s rights in the Loan, the Loan Documents, and the Trust Property or other collateral securing the Loan.

Article XIV
DEBT SERVICE RESERVE

Section 14.01   Debt Service Reserve Requirement. Contemporaneously with the execution and delivery hereof, Borrower has delivered to Lender US$1,528,981.58 (the “Debt Service Reserve”) to be held by Lender as additional collateral for the Loan, subject, however, to Lender’s right to withdraw the Debt Service Reserve as set forth in this Agreement. In the event that Lender has not made the Second Funding as of the Second Funding End Date, Lender shall promptly refund to Borrower after the Second Funding End Date a portion of the Debt Service Reserve in the amount of US$306,540.42. The Debt Service Reserve shall at all times be equal to US$1,528,981.58 (unless Lender has not made the Second Funding as of the Second Funding End Date, in which case the Debt Service Reserve shall at all times be equal to US$1,222,441.16). Lender agrees not to withdraw the Debt Service Reserve unless an Event of Default shall exist. If an Event of Default shall exist, the Debt Service Reserve shall be applied as Lender may elect in its sole discretion, including without limitation to (i) the curing of the Event of Default or (ii) the payment of the Secured Obligations.

Section 14.02   Debt Service Reserve Account. The Debt Service Reserve shall be held in an interest bearing account. Lender shall not be liable for any loss caused by the failure, suspension, bankruptcy, concurso mercantil or dissolution of the institution in which the Debt Service Reserve is held. Interest earned on the Debt Service Reserve shall be added to the Debt Service Reserve, and be a part thereof. Borrower shall be responsible for the payment of any charges or taxes applicable to the Debt Service Reserve, or the interest earned thereon. The Debt Service Reserve shall not be deemed to constitute trust funds and the Debt Service Reserve may be commingled with the general funds of Lender.

Section 14.03   Option to Provide Letter Of Credit. Following the making of the Second Funding Disbursement (or if the Second Funding Disbursement is not made on or before the Second Funding End Date, following the Second Funding End Date), Borrower shall have a one-time right to replace the entire Debt Service Reserve with an unconditional, clean, irrevocable letter of credit which (i) is payable to Lender as beneficiary, (ii) has an expiration date not earlier than one year from the date of issuance and which states that it is deemed to be automatically extended without amendment for one year from the expiry date thereof, or any future expiration date, unless forty-five (45) days prior to an expiration date the issuer notifies Lender by registered mail that it elects not to renew the Letter of Credit, in which case Borrower shall immediately replace the Letter of Credit, (iii) be fully transferable more than once by the beneficiary thereunder and (iv) otherwise shall be in form, scope and substance satisfactory to Lender (such letter of credit together with any amendments, modifications, extensions, renewals, supplements or replacements thereof approved in writing by Lender, collectively, the “Letter of Credit”). Such Letter of Credit shall be in a face amount at all times equal to US$1,528,981.58 (unless Lender has not made the Second Funding as of the Second Funding End Date, in which case the Letter of Credit shall be in the face amount at all times equal to US$1,222,441.16). Such Letter of Credit shall be issued by United States national bank or other institution satisfactory to Lender and shall constitute an irrevocable obligation to make payment to Lender in the full amount outstanding under such Letter of Credit. Lender agrees not to draw down on the Letter of Credit until there exists an LC Draw Event (as defined below). Any such Letter of Credit shall provide, among other things, that it may be drawn upon after presentation to the issuer, at an address in New York City, of (i) the original Letter of Credit and (ii) a draft drawn at sight on the issuer.

Section 14.04   LC Draw Events. Lender shall be entitled to immediately draw the full amount of the Letter of Credit upon the occurrence of any of the following (each, an “LC Draw Event”):

(a)    any Event of Default under any of the Loan Documents;

(b)    any Borrower’s failure to obtain a replacement Letter of Credit, which shall comply with the terms of this Article 14, within thirty (30) days after receipt of notice from Lender that Lender has determined that the issuer of the then existing Letter of Credit is financially unsound.

Section 14.05   Renewal of Letters Of Credit. Borrower shall take all necessary action to maintain the Letter of Credit in full force and effect until such time as the Secured Obligations are paid in full. If the Letter of Credit shall not be extended, renewed or replaced prior to the forty-fifth (45^th) day before its expiration date with an extended, renewed or replacement Letter of Credit that complies with this Article 14 and is otherwise in form, scope and substance acceptable to Lender, Lender shall have the right to immediately draw the full amount of such Letter of Credit in accordance with the terms thereof. All amounts so drawn by Lender under such Letter of Credit shall be applied to the payment of the Secured Obligations.

Section 14.06   Assignment of Letter Of Credit. In the event of any assignment or other transfer of Lender’s interest in this Loan or the Secured Obligations, Lender shall have the right to transfer all of its right, title and interest in and to the Letter of Credit to the assignee or transferee thereof and the Letter of Credit shall expressly provide that such transfers can be made without the prior consent of the issuer. Following any such transfer, Borrower shall look solely to the new lender in respect of all matters relating to such Letter of Credit. Without limiting of the foregoing, Borrower, upon ten (10) days’ prior written notice, will deliver a replacement or substitute Letter of Credit naming the new lender as the beneficiary thereof. Borrower shall be responsible for any and all fees incurred in connection with the transfer of the Letter of Credit.

Article XV
MISCELLANEOUS COVENANTS

Section 15.01   Prohibitions of Assignment. No Borrower may assign or otherwise transfer its rights and/or obligations under this Agreement whether voluntarily or by operation of law, without Lender’s prior approval, which may be given or withheld in its sole discretion.

Section 15.02   No Waiver. No single or partial exercise by Lender, or delay or omission in the exercise by Lender, of any right or remedy under the Loan Documents or the Unsecured Indemnity Agreement shall preclude, waive or limit the exercise of any other right or remedy. Lender shall at all times have the right to proceed against any portion of, or interest in, the Trust Property without waiving any other rights or remedies with respect to any other portion thereof. No right or remedy under any of the Loan Documents or the Unsecured Indemnity Agreement is intended to be exclusive of any other right or remedy but shall be cumulative and may be exercised concurrently with or independently from any other right and remedy under any of the Loan Documents or the Unsecured Indemnity Agreement or under applicable law. Any waiver of any breach or default or Event of Default must be in writing and signed by the non-defaulting party to be effective.

Section 15.03   Notices. All notices, demands and requests given or required to be given by, pursuant to, or relating to, this Agreement shall be in writing. All notices shall be deemed to have been properly given if delivered: (a) personally, return receipt requested; or (b) by reputable international overnight courier service, return receipt requested. All notices shall be delivered to the parties at the addresses set forth in the Defined Terms (or at such other addresses as shall be given in writing by any party to the others) and shall be deemed complete upon receipt or refusal to accept delivery as indicated in the return receipt or in the receipt of such courier service.

Section 15.04   Broker. Borrower represents and warrants to Lender that no Borrower has dealt with any broker in connection with the Loan or the negotiation and/or execution of this

Agreement. Borrower shall be solely responsible for the payment of any brokerage fees or commission due to the Broker in connection with the transactions contemplated by the Loan Documents. Borrower shall indemnify and hold Lender harmless from, the payment of any brokerage commissions or fees of any kind and any legal fees and/or expenses incurred by Lender in connection with any claims arising from or relating to the breach of the foregoing representation or covenant by any Borrower.

Section 15.05   Heirs and Assigns; Terminology.

(a)    This Agreement applies to Lender, each Borrower and their respective heirs, legatees, devisees, administrators, executors, successors and assigns. The term “Borrower” shall include both each original Borrower and any subsequent owner or owners of each individual Trust Property, or any portion thereof (other than the Security Trustee).

(b)    In this Agreement, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

Section 15.06   Severability. If any provision of this Agreement should be held unenforceable or void, then that provision shall be separated from the remaining provisions and shall not affect the validity of this Agreement except that if the unenforceable or void provision relates to the payment of any monetary sum, then, Lender may, at its option, declare the Secured Obligations immediately due and payable.

Section 15.07   Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York (including without limitation, Section 5-1401 of the New York General Obligations Law).

Section 15.08   Consent to Jurisdiction and Service of Process.

(a)    All judicial proceedings brought against any Borrower or Lender arising out of or relating to this Agreement shall be brought in any State or Federal Court of competent jurisdiction in the State of New York. Borrower and Lender irrevocably accepts for itself, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and expressly and irrevocably waives any other jurisdiction that could apply by virtue of its present or future domicile or any other reason, waives defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In the event that a judicial proceeding is brought against any Borrower in the State of New York, each Borrower irrevocably designates and appoints CT Corporation System, with an office on the date hereof at 111 Eighth Avenue, New York, New York, 10011, U.S.A., and such other persons or entities as may hereafter be selected by Borrower irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. A copy of any such process so served shall be sent by internationally recognized overnight mail or courier service to Borrower at its address provided in the Defined Terms hereof; provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by any Borrower refuses to accept service, service of process sufficient for personal jurisdiction in any action against any Borrower in the State of New York may be made by any manner permitted by applicable law. Nothing herein shall affect (i) the right to serve process in any judicial proceeding brought in any of the aforesaid courts in any manner permitted by applicable law, or (ii) the right to enforce any judgment entered in any judicial proceeding brought in any of the aforesaid courts in any other jurisdiction to the fullest extent permitted under applicable law. Such designation and appointment of the Process Agent shall be irrevocable until all principal and interest and all other amounts payable under this Agreement, the Pagaré, the other Loan Documents and the

Unsecured Indemnity Agreement have been paid in full in accordance with the provisions hereof and thereof. If such Process Agent shall cease so to act or is dissolved without leaving a successor, each Borrower covenants and agrees to designate irrevocably and appoint without delay another such process agent satisfactory to Lender and to deliver promptly to Lender evidence in writing of such other process agent’s appointment and acceptance. Borrower shall give prompt notice of any change of address of the Process Agent hereunder.

(b)    Each Borrower shall deliver to Lender on or prior to the Execution Date, an irrevocable special power of attorney in favor of the Process Agent (in the form of Exhibit F), for lawsuits and collections duly granted, executed and delivered by such entity in a public deed and before a Mexican notary public.

Section 15.09   Waiver of Immunities. To the extent that any Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and its obligations under the Loan Documents and the Unsecured Indemnity Agreement.

Section 15.10   Judgment Currency.

(a)    If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under the Loan Documents or the Unsecured Indemnity Agreement from Dollars (the “Original Currency”) into another currency (the “Other Currency”), Borrower agrees, to the fullest extent permitted by applicable law, that the rate of exchange used shall be that at which financial institutions, in accordance with normal banking procedures, could purchase the Original Currency with the Other Currency on the Business Day immediately preceding the day on which any such judgment, or any relevant part thereof, is paid or otherwise satisfied.

(b)    All sums payable under the Loan Documents and the Unsecured Indemnity Agreement shall be payable in Dollars. The obligations of Borrower in respect of any sum due from it to Lender under the Loan Documents or the Unsecured Indemnity Agreement shall, notwithstanding any judgment in Pesos, be discharged only to the extent that on the Business Day following receipt by Lender of any sum adjudged to be so due in Pesos, Lender may, in accordance with its normal operations, purchase Dollars with such Pesos. If the Dollars so purchased is less than the sum originally due to Lender in Dollars, Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Lender against such loss. If the amount of the Dollars so purchased exceeds the sum originally due to Lender in Dollars, Lender shall remit such excess to Borrower.

Section 15.11   Captions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope or intent of any provisions of this Agreement.

Section 15.12   Time of the Essence. Time shall be of the essence with respect to all of each Borrower’s obligations under the Loan Documents and the Unsecured Indemnity Agreement.

Section 15.13   No Modifications. This Agreement may not be changed, amended or modified, except in a writing expressly intended for such purpose and executed by Borrower and Lender.

Section 15.14   Entire Agreement. This Agreement, the Pagaré, the Security Trust Agreement, the other Loan Documents and the Unsecured Indemnity Agreement constitute the entire

agreement among Borrower and Lender with respect to the subject matter hereof and all understandings, oral representations and agreements heretofore or simultaneously had between or among the parties are merged in, and are contained in, such agreements, documents and instruments.

Section 15.15   Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Signature and acknowledgement pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature and acknowledgement pages are physically attached to the same instrument.

Section 15.16   No Third Party Beneficiaries. Nothing contained herein is intended or shall be deemed to create or confer any rights upon any third person not a party hereto, whether as a third party beneficiary or otherwise, except as expressly provided herein.

Section 15.17   Joint and Several Liability. Each entity comprising Borrower expressly agrees that it will be jointly and severally liable for the due and timely payment and satisfaction of any and all obligations arising from or relating to this Agreement, the other Loan Documents and the Unsecured Indemnity Agreement. In addition, each entity comprising Borrower acknowledges and agrees, expressly and irrevocably, that Lender may demand from such entity the total or partial payment and/or satisfaction of each and every one of the obligations of Borrower derived from or in connection with this Agreement, the other Loan Documents and the Unsecured Indemnity Agreement.

Section 15.18   Construction. The parties hereto acknowledge that (x) the defined term “Borrower” has been defined to individually and collectively, as the context may require, include each entity listed in the definition of “Borrower” and (y) without limiting the joint and several nature of the obligations of Borrower as described in Section 15.17 subject to the other provisions of this Section 15.18, all covenants, representations, terms and conditions contained in this Agreement applicable to Borrower shall be deemed to apply to each Borrower individually and to the Trust Propert(y)(ies) owned by such Borrower, and (z) the defined term “Trust Property” has been defined to individually and collectively, as the context may require, include each individual Trust Property referenced on Exhibit A. It is the intent of the parties hereto in making any determination under this Agreement, including, without limitation, in determining whether (i) a breach of a representation, warranty or a covenant has occurred, (ii) there has occurred a Default or Event of Default, or (iii) an event has occurred which would create recourse obligations under Article 13 of this Agreement, that any such breach, occurrence or event with respect to any Borrower or any individual Trust Property shall be deemed to be such a breach, occurrence or event with respect to all Borrowers and Trust Properties, as applicable, and that all Borrowers and Trust Properties, as applicable, need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Borrower and every Trust Property.

Section 15.19   Confidentiality. Lender acknowledges and agrees that it has policies and procedures in place with respect to clients’ privacy and confidential information and Lender will (i) adhere to such policies and procedures (as they may be revised from time to time) with respect to any such information obtained from Borrower pursuant to the terms hereof and (ii) in connection therewith, treat such information consistently with how Lender treats similar information of similar borrowers of loans of similar type and size as the Loan. For the avoidance of doubt, in the event that Lender transfers the Loan, this provision will apply to any transferee that becomes a Lender hereunder (with respect to such Person’s own policies and procedures).

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused this Agreement to be executed by their respective duly authorized representative(s) as of the Execution Date.

Loan Agreement - Borrowers’ Signature Page (Vesta II)

Loan Agreement - Borrowers’ Signature Page (Vesta II)

Loan Agreement - Lenders’ Signature Page (Vesta II)

EXHIBIT A

REAL PROPERTY

The “Real Property” shall consist of that the real property described on Schedule 1 attached hereto and made a part hereof, together with all of the following items:

Schedule 1 to Exhibit A

EXECUTION COPY

EXHIBIT B

PERSONAL PROPERTY

The “Personal Property” shall consist of all personal property that relates to any Real Property in all of its forms that any Borrower or the Security Trustee now or hereafter owns or in which any Borrower or the Security Trustee now or hereafter acquires an interest or right, including, without limitation, those in which any Borrower or the Security Trustee has an interest in mass or a joint or other interest or right of any kind, those which are now or hereafter located on the Real Property, and those in transit thereto or in any other location, or used or useful in the operation, use or occupancy of the Real Property or the construction of any improvements thereon, including, without limitation, all right, title and interest of any Borrower or the Security Trustee in and to the following items (expressly excluding, however, trade fixtures and other personal property of tenants of the Real Property), in each case to the extent entrusted to the Security Trustee pursuant to the Security Trust Agreement:

EXECUTION COPY

EXHIBIT C

ALLOCATED LOAN AMOUNTS

EXHIBIT D

FORM OF PAGARÉ

[See attached]

Execution Version