Common use of FIBRA Clause in Contracts

FIBRA. The main purpose of the Trust is the acquisition or construction of real estate properties in Mexico destined for lease or the acquisition of the right to obtain income from the lease of such real estate properties, as well as to grant financing for such purposes secured by the respective leased real estate properties directly or through trusts (including, without limitation, through Investment Trusts), in accordance with Articles 187 and 188 of the LISR and other applicable tax provisions. For purposes of the above, the parties hereto agree to observe the following provisions: (i) at least 70% (seventy percent) of the Trust Estate shall be invested, directly or through trusts (including, without limitation, through Investment Trusts), in Real Estate Assets, and the remainder of such estate shall be invested in Permitted Investments; (ii) the real estate properties constructed or acquired shall be destined for lease and shall not be sold within a period of 4 (four) years following the date of construction completion or acquisition, respectively; provided, that the Trust shall not dispose of the trust certificates it acquires from any Investment Trust before a 4 (four) year period as of the acquisition date to the extent such acquisition breaches the real estate property disposal restriction referred to in this paragraph (ii), in both cases, without the prior consent of the Ordinary Holders Meeting; (iii) the Trustee shall distribute to the Holders at least once a year, in each case no later than March 15, at least 95% (ninety-five percent) of the Tax Result of the immediately preceding Fiscal Year generated by the assets that comprise the Trust Estate; provided, that in the event the Tax Result of a Fiscal Year is greater than amount distributed to the Holders up to March 15 of the immediately succeeding year, the Trustee shall pay the applicable income tax for such difference at a rate of 30% (thirty percent), on behalf of and without identifying the Holders, within the 15 (fifteen) calendar days following such March 15; (iv) the Trust shall comply with all other requirements set forth under Articles 187 and 188 of the LISR and other applicable tax provisions to qualify as a FIBRA; (v) the Manager shall determine the Tax Result, Tax Profit and Tax Loss of the Trust for each Fiscal Year; (vi) the Holders of the CBFIs that are required to do so shall accumulate the Tax Result distributed by the Trustee or the relevant financial intermediary and may credit any withheld income tax; (vii) the financial intermediaries shall withhold from the Holders any income tax derived from each Distribution, except in the event the Holders are exempt or are Foreign Pension Funds (Fondos de Pensiones y Jubilaciones Extranjeros) or in case the applicable tax provisions provide other exceptions; (viii) the holders may not consider as tax creditable (acreditable) the VAT credited by the Trustee, nor may they consider as tax creditable (acreditable) the VAT that is transferred to the Trust. The Holders may not compensate, credit or request the return of the balance in their favor, generated by the operations of the Trust or by the tax referred to herein, in accordance with Article 74 of the Regulations of the LIVA. The Trustee shall file the relevant VAT return requests; and (ix) for purposes of the LISR, the LIVA and other applicable tax provisions, the Trustee shall issue on behalf of the Holders the relevant receipts (comprobantes), transferring expressly and on a separate basis, the VAT, and the Trustee shall be jointly responsible (responsable solidario) with the Holders for the VAT payable for the activities carried out through the Trust.

FIBRA. The main purpose of the Trust is the acquisition or construction of real estate properties in Mexico destined for lease or the acquisition of the right to obtain income from the lease of such real estate properties, as well as to grant financing for such purposes secured by the respective leased real estate properties directly or through trusts (including, without limitation, through Investment Trusts), in accordance with Articles 187 and 188 of the LISR and other applicable tax provisions. For purposes of the above, the parties hereto agree to observe the following provisions: (i) at least 70% (seventy percent) of the Trust Estate shall be invested, directly or through trusts (including, without limitation, through Investment Trusts), in Real Estate Assets, and the remainder of such estate shall be invested in Permitted Investments; (ii) the real estate properties constructed or acquired shall be destined for lease and shall not be sold within a period of 4 (four) years following the date of construction completion or acquisition, respectively; provided, that the Trust shall not dispose of the trust certificates it acquires from any Investment Trust before a 4 (four) year period as of the acquisition date to the extent such acquisition breaches the real estate property disposal restriction referred to in this paragraph (ii), in both cases, without the prior consent of the Ordinary Holders Meeting; (iii) the Trustee shall distribute to the Holders at least once a year, in each case no later than March 15, at least 95% (ninety-five percent) of the Tax Result of the immediately preceding Fiscal Year generated by the assets that comprise the Trust Estate; provided, that in the event the Tax Result of a Fiscal Year is greater than amount distributed to the Holders up to March 15 of the immediately succeeding year, the Trustee shall pay the applicable income tax for such difference at a rate of 30% (thirty percent), on behalf of and without identifying the Holders, within the 15 (fifteen) calendar days following such March 1515make Distributions to the Holders, in cash or in CBFIs, as provided by Article XII of this Agreement and Articles 187 and 188 of the LISR and other applicable tax provisions to qualify as a FIBRA; (iv) the Trust shall comply with all other requirements set forth under Articles 187 and 188 of the LISR and other applicable tax provisions to qualify as a FIBRA; (v) the Manager shall determine the Tax Result, Tax Profit and Tax Loss of the Trust for each Fiscal Year; (vi) the Holders of the CBFIs that are required to do so shall accumulate the Tax Result distributed by the Trustee or the relevant financial intermediary and may credit any withheld income tax; (vii) each Holder authorizes the Trustee, the Manager or the financial intermediaries shall shallholding the Certificates and any other person obliged pursuant to the LISR and other applicable tax provisions, to fulfill with their relevant tax obligations, including but not limited to, withhold from fromand/or pay, as the Holders Holderscase may be, any tax (including but not limited to the income tax derived from each Distribution) that should be withheld and/or paid pursuant to the LISR and other applicable tax provisions, as a result of Distributions, except in the event the Holders are exempt or are Foreign Pension Funds (Fondos de Pensiones y Jubilaciones Extranjeros) or in case the applicable tax provisions provide other exceptions;; (viii (viii) any amounts withheld and/or paid to a Governmental Authority by the Trustee, the Manager or the financial intermediaries holding the Certificates and any (ix) the holders may not consider as tax creditable (acreditable) the VAT credited by the Trustee, nor may they consider as tax creditable (acreditable) the VAT that is transferred to the Trust. The Holders may not compensate, credit or request the return of the balance in their favor, generated by the operations of the Trust or by the tax referred to herein, in accordance with Article 74 of the Regulations of the LIVA. The Trustee shall file the relevant VAT return requests; and (ix) for purposes of the LISR, the LIVA and other applicable tax provisions, the Trustee shall issue on behalf of the Holders the relevant receipts (comprobantes), transferring expressly and on a separate basis, the VAT, and the Trustee shall be jointly responsible (responsable solidario) with the Holders for the VAT payable for the activities carried out through the Trust.

FIBRA. The main purpose of the Trust is the acquisition or construction of real estate properties in Mexico destined for lease or the acquisition of the right to obtain income from the lease of such real estate properties, as well as to grant financing for such purposes secured by the respective leased real estate properties directly or through trusts (including, without limitation, through Investment Trusts), in accordance with Articles 187 and 188 of the LISR and other applicable tax provisions. For purposes of the above, the parties hereto agree to observe the following provisions: (i) at least 70% (seventy percent) of the Trust Estate shall be invested, directly or through trusts (including, without limitation, through Investment Trusts), in Real Estate Assets, and the remainder of such estate shall be invested in Permitted Investments; (ii) the real estate properties constructed or acquired shall be destined for lease and shall not be sold within a period of 4 (four) years following the date of construction completion or acquisition, respectively; provided, that the Trust shall not dispose of the trust certificates it acquires from any Investment Trust before a 4 (four) year period as of the acquisition date to the extent such acquisition breaches the real estate property disposal restriction referred to in this paragraph (ii), in both cases, without the prior consent of the Ordinary Holders Meeting; (iii) the Trustee shall distribute make Distributions to the Holders at least once a year, in each case no later than March 15, at least 95% (ninety-five percent) of the Tax Result of the immediately preceding Fiscal Year generated by the assets that comprise the Trust Estate; provided, that in the event the Tax Result of a Fiscal Year is greater than amount distributed to the Holders up to March 15 of the immediately succeeding year, the Trustee shall pay the applicable income tax for such difference at a rate of 30% (thirty percent), on behalf of and without identifying the Holders, within in cash or in CBFIs, as provided by Article XII of this Agreement and Articles 187 and 188 of the 15 (fifteen) calendar days following such March 15LISR and other applicable tax provisions to qualify as a FIBRA; (iv) the Trust shall comply with all other requirements set forth under Articles 187 and 188 of the LISR and other applicable tax provisions to qualify as a FIBRA; (v) the Manager shall determine the Tax Result, Tax Profit and Tax Loss of the Trust for each Fiscal Year; (vi) the Holders of the CBFIs that are required to do so shall accumulate the Tax Result distributed by the Trustee or the relevant financial intermediary and may credit any withheld income tax; (vii) each Holder authorizes the Trustee, the Manager or the financial intermediaries shall holding the Certificates and any other person obliged pursuant to the LISR and other applicable tax provisions, to fulfill with their relevant tax obligations, including but not limited to, withhold from and/or pay, as the Holders case may be, any tax (including but not limited to the income tax) that should be withheld and/or paid pursuant to the LISR and other applicable tax derived from each Distributionprovisions, as a result of Distributions, except in the event the Holders are exempt or are Foreign Pension Funds (Fondos de Pensiones y Jubilaciones Extranjeros) or in case the applicable tax provisions provide other exceptions; (viii) any amounts withheld and/or paid to a Governmental Authority by the Trustee, the Manager or the financial intermediaries holding the Certificates and any other person obliged pursuant to the LISR and other applicable tax provisions, as the case may be, that arise as a result of the applicable tax regime, shall be treated for all purposes of this Agreement and the Management Agreement as a Distribution made to Holders, including for purposes of calculating any Management Fees payable to the Manager pursuant to the Management Agreement; (ix) the holders may not consider as tax creditable (acreditable) the VAT credited by the Trustee, nor may they consider as tax creditable (acreditable) the VAT that is transferred to the Trust. The Holders may not compensate, credit or request the return of the balance in their favor, generated by the operations of the Trust or by the tax referred to herein, in accordance with Article 74 of the Regulations of the LIVA. The Trustee shall file the relevant VAT return requests; and (ixx) for purposes of the LISR, the LIVA and other applicable tax provisions, the Trustee shall issue on behalf of the Holders the relevant receipts (comprobantes), transferring expressly and on a separate basis, the VAT, and the Trustee shall be jointly responsible (responsable solidario) with the Holders for the VAT payable for the activities carried out through the Trust.