1
LEASE AGREEMENT
LEASE AGREEMENT (THE "AGREEMENT") ENTERED INTO BY AND BETWEEN: "ORIX GLOBAL
COMMUNICATIONS, INC." AND THE TRUST AND AMONG THE TRUST F/39 59 OF THE BANCO DEL
ATLANTICO, S.A., AS LESSOR (THE "LESSOR") REPRESENTED BY MR. XXXXXX XXXXXX
XXXXXX, AND "GLOBAL COMMUNICATIONS, INC., AS LESSEE (THE "LESSEE"), REPRESENTED
BY XXXXXX X. XXXXXX, IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
RECITALS
1.- THE LESSOR ACTING THROUGH ITS REPRESENTATIVE DECLARES THAT:
A) THE TRUST 17-2, INCORPORATED BY THE NOTARIAL DEED NUMBER 16,0887, DATED JULY
17,1992. GRANTED BEFORE NOTARY PUBLIC NUMBER 103 OF THE FEDERAL DISTRICT, XX.
XXXXXXX XXXXXX XXXXX XXXXXX, AND REGISTERED ON THE PUBLIC REGISTRY OF PROPERTY
AND COMMERCE OF THE FEDERAL DISTRICT ON OCTOBER 25,1994, UNDER THE NUMBERS
236069 AND 9206440, DESIGNATES BANCA SERFIN,S.A. AS TRUSTEE, PLACING IN TRUST
THE LOT MENTIONED IN EXHIBIT "C".
B) THE TRUST 3959, INCORPORATED BY THE NOTARIAL DEED NUMBER 36,496, DATED
SEPTEMBER 8, 1994, GRANTED BEFORE NOTARY PUBLIC NUMBER 103 OF THE FEDERAL
DISTRICT, XX. XXXXXXX XXXXXX XXXXX XXXXXX, AND REGISTERED ON THE PUBLIC REGISTRY
OF PROPERTY AND COMMERCE OF THE FEDERAL DISTRICT ON OCTOBER 28, 1994 UNDER THE
NUMBERS 236069 AND 9206440. ON WHICH THE TRUST COMPANY WAS SUBSTITUTED,
DESIGNATING BANCO DEL ATLANTICO S.A. FIDUCIARIO, PLACING IN TRUST THE LOTS
MENTIONED HEREINBELOW:
C) HOLDS TRUST XXXXXX TO LOT NUMBER 1605 ON AVENIDA INSURGENTES SUR AND LOT
NUMBER 00 XX XXXXX XXXXXXX XXXXXX, XXXX XX THE SAN XXXX INSURGENTES
NEIGHBORHOOD, DELEGACION XXXXXX XXXXXX OF THE FEDERAL DISTRICT, ON WHICH A
MIXED-USE CENTER DENOMINATED "CENTRO INSURGENTES" IS UNDER CONSTRUCTION WHICH
WILL INCLUDE A COMMERCIAL AREA; THE PREMISES IN "CENTRO INSURGENTES", AS
DESCRIBED IN THE FIRST CLAUSE OF THE AGREEMENT HEREOF, IS OFFERED IN LEASE TO
THE LESSEE IN ACCORDANCE WITH THE PROVISIONS HEREUNDER.
D) ITS REPRESENTATIVE HAS OBTAINED FROM THE COMPETITIVE AUTHORITY THE NECESSARY
ZONING LAWS APPROVAL FOR THE DEVELOPMENT OF THE MIXED-USE CENTER DENOMINATED AS
CENTRO INSURGENTES.
E) CURRENTLY HAS THE BUILDING'S OPERATION REGULATIONS AND CORRESPONDING ZONING
LAWS, AS DESCRIBED IN THE BUILDING AND ADMINISTRATION RULES AND REGULATIONS OF
THE CENTRO INSURGENTES (EXHIBIT "C"), AS WELL AS THE OFFICE-ADAPTATION
REGULATIONS ON WHICH, THE GENERAL GUIDELINES FOR CONSTRUCTION AND OFFICE-SPACE
ADAPTATION ARE INCLUDED (EXHIBIT "D").
F) ONCE THE CONSTRUCTION OF THE BUILDING HAS BEEN COMPLETED, WITH ITS
CORRESPONDING LICENSES AND HAVING RECEIVED THE ABOVE MENTIONED DOCUMENTS, THE
LESSOR SHALL DELIVER THE PREMISES (AS THE TERM DEFINED BELOW) TO THE LESSEE, IN
ACCORDANCE WITH THE TERMS HEREINAFTER PROVIDED.
G) THE BUILDING AND PREMISES (AS THE TERM DEFINED BELOW) WILL HAVE NO HIDDEN
DEFECTS THAT COULD LIMIT ITS USE OR ENJOYMENT BY THE LESSEE.
H) NO CONSENT, APPROVAL, OR AUTHORIZATION IS REQUIRED FOR THE CONSTRUCTION OF
THE BUILDING OR FOR THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT BY THE
LESSOR, EXCEPT FOR THOSE CONSENTS, APPROVALS AND AUTHORIZATIONS THAT HAVE BEEN
OBTAINED AND ARE IN FULL FORCE AND EFFECT.
1
2
I) ITS REPRESENTATIVE, EXECUTES AND DELIVERS THIS AGREEMENT AND SHALL DELIVER
THE LEASE OF THE PREMISES TO LESSEE.
J) AS OF THIS DATE HAS ACQUIRED THE CREDIT WITH BANCO INVERLAT, S.A., OF THE
GRUPO FINANCIERO INVERLAT, WHICH WAS USED FOR THE DEVELOPMENT OF CENTRO
INSURGENTES.
K) MR. XXXXXX XXXXXX XXXXXX, AS TRUST REPRESENTATIVE OF THE BANCO DEL ATLANTICO,
S.A. IS DULY AUTHORIZED AND EMPOWERED TO EXECUTE AND DELIVER THIS AGREEMENT ON
BEHALF OF THE LESSOR.
II. THE LESSEE DECLARES THAT:
A).- IT IS A COMMERCIAL CORPORATION DULY INCORPORATED AND VALIDLY EXISTING
PURSUANT TO THE LAWS OF THE NEVADA STATE, AT THE UNITED STATES OF NORTHAMERICA
("UNITED STATES"), AS EVIDENCED BY THE SECRETARY OF STATE OF THE STATE OF NEVADA
WITH A PUBLIC INSTRUMENT, DATED JUNE 20, 1996.
B) XX. XXXXXX X. XXXXXX AS REPRESENTATIVE OF LESSEE, IS DULY AUTHORIZED AND
EMPOWERED TO EXECUTE AND DELIVER THIS AGREEMENT, AS EVIDENCED BY THE SECRETARY
OF STATE OF THE STATE OF NEVADA WITH A PUBLIC INSTRUMENT, DATED JUNE 20,1996.
C) IT INTENDS TO LEASE THE PREMISES, (AS THE TERM DEFINED BELOW)IN ACCORDANCE
WITH THE TERMS HEREOF IN ORDER TO INSTALL CORPORATE OFFICES.
III. BY VIRTUE OF THE FOREGOING, THE PARTIES HERETO HEREBY AGREE ON THE
FOLLOWING:
CLAUSES
FIRST.- OBJECT OF THE LEASE. THE LESSOR HEREBY GRANTS IN LEASE TO THE LESSEE AND
THE LESSEE HEREBY ACCEPTS, SUBJECT TO THE TERMS OF THIS AGREEMENT: (I) THE
OFFICE-SPACE OF MODULE "D", IN TENTH LEVEL OF THE MIXED-USED CENTRO INSURGENTES
(LEVEL THREE OF THE BUILDING'S OFFICE LEVELS, WHICH APPROXIMATELY MEASURE 215.19
RENTABLE SQUARE METERS, WITH A 85% USEFUL AREA FACTOR, AS PRESENTED IN
THE DRAFT IN EXHIBIT "A", SUBJECT TO VERIFICATION BY BOTH PARTIES BEFORE
POSSESSION DATE, AND (II) THE RIGHT TO FOUR INDIVIDUAL PARKING SPACES OF WHICH
ONE, WILL BE DESIGNATED AND THE REST WILL BE CONSIDERED AS NON-DESIGNATED; AND
SUCH SPACES WILL BE LOCATED IN THE BUILDING, (POINTS (I) AND (II), THE
"PREMISES"), AND THE LESSEE. SHALL PAY THE LESSOR, OR LESSOR ASSIGNEE A MONTHLY
RENT FOR THE LEASE OF THE PREMISES, IN THE AMOUNT AND TERMS HEREUNDER.
LESSOR SHALL PERFORM THE WORK AND SHALL PREPARE PREMISES FOR OCCUPANCY AS IS SET
FORTH IN DETAIL IN EXHIBIT "B" AND MADE PART OF THIS AGREEMENT.
SECOND.- TERM OF LEASE. THE TERM OF THE AGREEMENT SHALL BE FOR BOTH PARTS, FIVE
(5) COMPULSORY YEARS, BEGINNING AT THE EXECUTION OF THE AGREEMENT (HEREINAFTER
REFERRED TO AS THE "LEASE COMMENCEMENT DATE"); THE AGREEMENT HEREOF SHALL BE THE
LESSORS NOTIFICATION TO THE LESSEE THAT THE CONSTRUCTION OF THE BUILDING,
INCLUDING ITS PREMISES AS WELL AS ALL FACILITIES, EQUIPMENT AND SERVICES
DESCRIBED IN EXHIBIT "B" ARE COMPLETED AND SHALL NOT IMPEDE LESSEE TO START THE
SPACE ADAPTATION AND LESSEE SHALL OCCUPY THE PREMISES AS DEFINED IN CLAUSE
FOURTH HEREUNDER.
LESSOR SHALL EXEMPT THE PAYMENT OF THE RENTAL AMOUNT DEFINED IN CLAUSE FIFTH FOR
THE FIRST 90 DAYS AFTER THE COMMENCEMENT DATE.
2
3
THE PARTIES AGREE THAT THIS AGREEMENT SHALL TERMINATE ON THE EXPIRATION DATE OF
ITS INITIAL DATE, PROVIDED, HOWEVER, THAT LESSEE SHALL HAVE THE RIGHT TO
EXERCISE ONE (1) CONSECUTIVE TERM EXTENSION OF FIVE (5) YEARS, UNDER THE SAME
TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE CURRENT RENT AT THAT TIME
INCLUDING AN ADJUSTMENT ACCORDING TO THE CPI REFERRED AND DEFINED IN CLAUSE
SEVENTH.
THE LESSEE, AT LEAST 120 (ONE HUNDRED AND TWENTY ) CALENDAR DAYS PRIOR THE
EXPIRATION OF THIS AGREEMENT, SHALL GIVE WRITTEN NOTICE (THE "RENEWAL NOTICE")
TO THE LESSOR OF ITS INTEREST TO EITHER TERMINATE OR EXTEND THE IN-FORCE TERM OF
THIS AGREEMENT.
THE LESSOR, AT LEAST 180 (ONE HUNDRED AND EIGHTY) CALENDAR DAYS PRIOR THE
EXPIRATION OF THIS AGREEMENT, SHALL GIVE WRITTEN NOTICE TO THE LESSEE OF THE
FINAL DATE TO RECEIVE THE RENEWAL NOTICE AT THE LESSORS ADDRESS (S) DEFINED IN
CLAUSE TWENTY FIRST, ATTENTION TO THE OFFICE REPRESENTATIVE, OR IN ANOTHER
ADDRESS THAT THE LESSOR INDICATES BY WRITTEN NOTIFICATION FROM TIME TO TIME.
IN THE EVENT THAT LESSEE SHALL NOT EXERCISE THE EXTENSION OPTION, IT SHALL HAVE
THE RIGHT TO A HOLDOVER PERIOD PURSUANT TO THE HOLDOVER NOTICE DEFINED BELOW IN
CLAUSE THIRD.
LESSEE MAY OR NOT EXERCISE THIS OPTION, BUT SHALL BE MANDATORY FOR LESSOR, AND
IN THE EVENT SAME ARE EXERCISED, THE TERM OF SUCH RENEWAL SHALL START
IMMEDIATELY AFTER THE END OF THE INITIAL TERM OF THIS AGREEMENT. THESE RIGHTS
SHALL BE SUBJECT TO AND MAY BE EXERCISED PURSUANT TO THE TERMS AND CONDITIONS
DEFINED PREVIOUSLY IN THIS CLAUSE AND BELOW IN CLAUSE THIRD.
IN THE EVENT LESSEE FAILS TO VACATE THE PREMISES AFTER THE TERM OF THIS
AGREEMENT EXPIRES. INCLUDING ITS RENEWAL, LESSEE SHALL CONTINUE TO PAY THE THEN
CURRENT RENTAL RATE WITH A 20% INCREASE TO THE LESSOR.
THIRD.- HOLDOVER. LESSEE HAS THE RIGHT TO EXERCISE, BY WRITTEN NOTICE ("HOLDOVER
NOTICE") GIVEN TO LESSOR NO LATER THAN 120 CALENDAR DAYS PRIOR TO THE
TERMINATION OF THE ORIGINAL OR EXTENDED TERM OF THIS AGREEMENT, A HOLDOVER
PERIOD NOT TO EXCEED SIX (6) MONTHS AFTER THE SCHEDULED LEASE EXPIRATION, DURING
WHICH TIME LESSEE MAY REMAIN IN THE PREMISES AT THE THEN CURRENT RENTAL RATE,
PLUS THE US CONSUMER PRICE ADJUSTMENT ACCORDING TO THE METHODOLOGY DESCRIBED IN
CLAUSE SEVENTH. THE LESSEE MAY DETERMINE TO A HOLDOVER PERIOD SHORTER THAN THE
PREVIOUSLY REFERRED SIX MONTH TERM AND BY PREVIOUS AUTHORIZATION OF THE LESSOR
MAY EXTEND IT, AS MANY TIMES AS REQUIRED, ESTABLISHING FOR THAT A NEW REASONABLE
PERIOD WITH A NEW DATE TO VACATE THE PREMISES. THE LESSOR'S AUTHORIZATION OF A
NEW DATE WILL NOT BE GIVEN IN THE EVEN THAT LESSOR HAS A COMPROMISE, SUBJECT TO
VERIFICATION, TO DELIVER THE PREMISES TO A NEW TENANT.
IN THE EVENT THAT LESSEE FAILS TO VACATE THE PREMISES AT THE END OF THE AGREED
UPON HOLDOVER PERIOD, INITIAL OR EXTENSION, THEN LESSEE SHALL PAY TO THE LESSOR,
FOR EACH MONTH THAT LESSEE REMAINS IN THE PREMISES, A TOTAL AMOUNT EQUAL TO THE
CURRENT RENT AND AN ADDITIONAL 200% INCREASE.
IN THE EVENT THAT A RENEWAL NOTICE IS NOT DELIVERED AS SET FORTH IN THE
PRECEDING PARAGRAPH, THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE ON THE
EXPIRATION DATE OF THE INITIAL TERM HEREOF OR OF ANY RENEWAL OR HOLDOVER PERIOD.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL TERMINATE ON THE EXPIRATION DATE OF
ITS INITIAL TERM HEREOF, ANY RENEWAL TERM OR HOLDOVER PERIOD, AS DEFINED IN THIS
CLAUSE, WITHOUT THE NECESSITY OF A ANY COURT RESOLUTION.
3
4
FOURTH.- POSSESSION AND DELIVERY OF THE PREMISES.- LESSOR WILL DELIVER
POSSESSION OF THE PREMISES TO LESSEE, FOR TENANT CONSTRUCTION, TWO DAYS AFTER
THE EXECUTION OF THIS AGREEMENT (HEREINAFTER REFERRED TO AS "POSSESSION DATES").
BOTH PARTIES SHALL SIGN A DOCUMENT IN WHICH CONDITIONS OF THE PREMISES AT
DELIVERY ARE DESCRIBED.
FIFTH.- RENT.- STARTING ON THE RENT COMMENCEMENT DATE, LESSEE SHALL PAY FOR THE
USE OF THE PREMISES A MONTHLY RENT FOR THE FIRST YEAR EQUAL TO US$23.00 DOLLARS
PER RENTABLE SQUARE METER, PLUS THE VALUE ADDED VALUE TAX IMPOSED THEREON
CORRESPONDING TO 215.19 RENTABLE SQUARE METERS IN THE PREMISES. ALL RENT
PAYMENTS DUE HEREUNDER (INCLUDING VAT) SHALL BE MADE IN ADVANCE WITHIN THE
FIRST FIVE (5) BUSINESS DAYS OF EACH CALENDAR MONTH, AT THE ADDRESS OF THE
LESSOR SET FORTH IN CLAUSE TWENTY FIRST OR AT SUCH OTHER ADDRESS AS LESSOR, ITS
ASSIGNEE OR DESIGNEE MAY DESIGNATE BY WRITTEN NOTICE FROM TIME TO TIME.
LESSOR SHALL ISSUE TO THE LESSEE THE CORRESPONDING RECEIPTS UPON PAYMENT OF
RENTS, WHICH RECEIPTS SHALL ALWAYS COMPLY WITH THE REQUIREMENTS SET FORTH IN THE
MEXICAN TAX PROVISION IN EFFECT AT THE TIME.
THE RENT SHALL BE PAID BY LESSEE IN US DOLLARS OR ITS MEXICAN PESOS EQUIVALENT
AT THE EXCHANGE RATE FOR PAYMENT OF OBLIGATIONS IN FOREIGN CURRENCY PAYABLE IN
THE REPUBLIC OF MEXICO PUBLISHED BY THE BANCO DE MEXICO IN THE FEDERATION
OFFICIAL JOURNAL (DIARIO OFICIAL DE LA FEDERACION) THE PRIOR BUSINESS DAY TO THE
DATE OF PAYMENT.
THE RENT SHALL BE PAID FOR THE ENTIRE CALENDAR MONTH AND LESSEE MAY NOT REDUCE
THE MONTHLY INSTALLMENTS BY VIRTUE OF OCCUPYING THE PREMISES JUST PART OF A
GIVEN MONTH, EXCEPT FOR THE MONTH ON WHICH THE LEASE COMMENCEMENT DATE OCCURS
AND SUCH, SHALL BE A DAY OTHER THAN THE FIRST DAY OF THE MONTH, IN WHICH CASE
THE PAYMENT SHALL BE EQUIVALENT TO THE NUMBER OF DAYS OF OCCUPANCY BY THE
LESSEE. ADDITIONALLY, LESSEE MAY NOT WITHHOLD THE RENTS DUE TOTALLY OR PARTIALLY
FOR ANY REASON WHATSOEVER, EXCEPT AS DEFINED IN CLAUSE NINTH.
IN THE EVENT OF MORATORIUM AS SET FORTH IN THIS CLAUSE, THE UNPAID AMOUNT OF THE
RENT SHALL BEAR INTEREST AT AN ANNUALIZED PENALTY RATE OF 5.60 (FIVE POINT
SIXTY) PERCENTAGE POINTS AT THE LIBOR RATE, INCREASING 5.0 (FIVE POINT ZERO)
PERCENTAGE POINTS, TIMES ONE AND A HALF TIMES (EXPRESSED AS A DECIMAL NUMBER)
THAT SHALL BE APPLIED TO ANY PAYMENT OF INTERESTS; HOWEVER, IF SAID PENALTY
WOULD BE IN VIOLATION OF APPLICABLE LAWS THEREOF, THEN SAID PENALTY SHALL BE THE
MAXIMUM PENALTY PERMITTED BY THE LAWS AT THAT TIME. THE INTERESTS OF THE PENALTY
AS CALCULATED HEREINBEFORE SHALL HAVE AS BASE THE REAL NUMBER OF DAYS ELAPSED
AND A 365-DAY YEAR.
SIXTH.- SECURITY DEPOSIT AND ADVANCED RENT.- IN ORDER TO GUARANTEE FULFILLMENT
OF ITS OBLIGATIONS UNDER THIS AGREEMENT, LESSEE HEREBY DEPOSITS WITH LESSOR THE
EQUIVALENT TO ONE MONTH'S RENT, WHICH SHALL APPLY IN LIEU OF THE RENT DUE TO THE
LAST MONTHS OF RENT UNDER THIS AGREEMENT, AND AS AN ADVANCE FOR THE FIRST MONTH
OF RENT AT THE EXECUTION OF THIS AGREEMENT.
SEVENTH.- ADJUSTMENTS.- ON THE FOLLOWING DAY OF THE FIRST ANNIVERSARY OF THE
LEASE COMMENCEMENT DATE AND ON EACH ANNIVERSARY DATE THEREAFTER DURING THE LEASE
TERM, THE MONTHLY RENT SHALL BE INCREASED AT A PERCENTAGE EQUAL TO ONE AND A
HALF PERCENTAGE POINTS PLUS THE PERCENTAGE ADJUSTMENT OF THE FINAL GENERAL INDEX
OF THE PRICE CONSUMER INDEX OF THE UNITED STATES AS PUBLISHED BY "BARRONS" (OR
A SIMILAR PUBLICATION IF "BARRONS" IS DISCONTINUED), FOR THE CORRESPONDING
PERIOD TO COMPUTE SUCH ADJUSTMENT, THE DIFFERENCE BETWEEN THE LAST GENERAL
CONSUMER PRICE INDEX PUBLISHED PRIOR THE FIRST MONTH OF THE YEAR OF THE LEASE
FOR WHICH THE ADJUSTMENT IS TO BE MADE ("CURRENT INDEX") VERSUS THE INDEX WHICH
WAS PUBLISHED FOR
4
5
THE MONTH PRIOR TO THE PRIOR ANNIVERSARY DATE ("PRIOR INDEX") WILL PROVIDE THE
PERCENTAGE INCREASE FOR CORRESPONDING RENT ADJUSTMENT. SHOULD THE USE OF THE
CONSUMER PRICE INDEX BE DISCONTINUED OR MODIFIED, THE LESSOR SHALL SUBSTITUTE
THE CURRENT CPI WITH ANY OTHER INDEX OR GOVERNMENTAL INDICATOR THAT SHALL
OBTAIN ESSENTIALLY THE SAME RESULT AS WOULD HAVE BEEN OBTAINED IF THE INDEX HAD
NOT BEEN DISCONTINUED OR MODIFIED.
IN ANY EVENT, THE PAYABLE RENT FOR A YEAR LEASE SHALL NOT BE LESS THAN THE
PAYABLE RENT HEREIN FOR THE IMMEDIATELY PRECEDING YEAR OF LEASE.
WITHIN UP TO 15 CALENDAR DAYS FOLLOWING THE DETERMINATION OF THE RENT INCREASE
AS DEFINED IN THIS CLAUSE, THE LESSOR SHALL NOTIFY IN WRITING TO LESSEE THE
AMOUNT OF SUCH ADJUSTMENT AND THE COMPUTATIONS BY WHICH IT WAS DETERMINED.
WITHIN UP TO 15 BUSINESS DAYS AFTER RECEIPT OF SUCH WRITTEN NOTICE FROM LESSOR,
LESSEE SHALL PAY THE DIFFERENCE BETWEEN THE MONTHLY RENT FOR THE IMMEDIATELY
PRECEDING YEAR AND THE MONTHLY RENT AS ADJUSTED IN ACCORDANCE WITH THIS CLAUSE
SEVENTH AS ADDITIONAL RENT.
EIGHTH.- BUILDING OPERATING EXPENSES. THE LESSOR OR THE COMPANY IN CHARGE OF THE
MANAGEMENT AND MAINTENANCE OF THE BUILDING SHALL GIVE PRIOR WRITTEN NOTICE TO
LESSEE OF THE DATE OF THE COMMENCEMENT OF MAINTENANCE AND MANAGEMENT FEES,
LESSEE SHALL PAY TO LESSOR MONTHLY INSTALLMENTS, AS DEFINED IN CLAUSE FIFTH FOR
BUILDING AND OPERATING EXPENSES ACCORDING TO LESSEE'S OCCUPIED PROPORTION OF THE
BUILDING, WHICH IS OF 0.80% +/- 0.05%. THIS SUM SHALL BE REVIEWED AND ADJUSTED
ON JANUARY 1 AND JUNE 30 OF EVERY YEAR ACCORDING TO THE ACTUAL BUILDING
OPERATING EXPENSES INCURRED. THE LESSOR ACKNOWLEDGES THAT THE LESSEE JUST FOR
OCCUPYING THE PREMISES HAS THE RIGHT TO PARTICIPATE AND EXPRESS ITS OPINION IN
CONDOMINIUM AND SUB CONDOMINIUM MANAGEMENT MEETINGS IN ACCORDANCE TO DECLARATION
II-D.
LESSEE'S RIGHT TO VOTE SHALL BE COMMENSURATE WITH ITS OCCUPANCY OF THE BUILDING
AND SHALL BE VALID SOLELY FOR OPERATIVE AND MANAGEMENT RESOLUTIONS.
WITHIN 15 CALENDAR DAYS FOLLOWING THE DETERMINATION OF THE ACTUAL BUILDING
OPERATIVE EXPENSES PURSUANT TO THIS CLAUSE, LESSOR SHALL NOTIFY LESSEE, IN
WRITING, THE AMOUNT OF ANY DIFFERENCE FROM THE ESTIMATES PAID BY LESSEE FOR THE
PREVIOUS 180 CALENDAR DAYS.
IN THE EVENT OF LESSEE'S DEFICIT, WITHIN UP TO 20 DAYS AFTER RECEIPT OF SUCH
WRITTEN NOTICE FROM LESSOR, LESSEE SHALL PAY THE DIFFERENCE. IN THE EVENT
LESSEE'S FAILURE TO PAY SUCH DEFICIT IN THE TERM HEREINBEFORE MENTIONED, FROM
THE MOMENT THE LESSEE RECEIVES THE LESSOR OR ITS DESIGNEE'S WRITTEN NOTIFICATION
OF SAID DEFICIT, LESSEE SHALL PAY THE DIFFERENCE PLUS THE INTERESTS GENERATED AT
BANCO DEL ATLANTICO'S S.A. RATE FOR 28-DAYS INVESTMENTS.
IN THE EVENT OF LESSEE'S OVERPAYMENT, LESSOR SHALL CREDIT SAID BALANCE AGAINST
THE LESSEE'S IMMEDIATELY SUCCEEDING MONTHLY INSTALLMENT DUE FOR BUILDING
OPERATING EXPENSES.
LESSEE'S OCCUPIED PROPORTION OF THE TOTAL BUILDING OFFICE SPACE IS OF 1.278%
(THE PERCENTAGE THAT 341.00 M2 REPRESENTS WITH RESPECT TO THE BUILDING'S TOTAL
LEASABLE AREA, WHICH IS OF 26,678.00 M2).
FOR PURPOSE OF THIS AGREEMENT, BUILDING OPERATING EXPENSES SHALL MEAN ALL
ACTUAL, DOCUMENTED, REASONABLE AND NECESSARY COSTS OF OPERATING THE BUILDING FOR
THE BENEFIT OF ALL TENANTS (INCLUDING COMMON AREA MAINTENANCE, GENERAL SERVICES
AND LANDLORD'S INSURANCE COSTS). LESSOR SHALL PROVIDE BUILDING SERVICES IN A
TIMELY AND COST-EFFICIENT FASHION THE SERVICES HEREINBELOW FOR THE BUILDING'S
COMMON AREAS, THROUGH ANY PERSON OR FIRM OF ITS CHOICE, AND FOR WHOM LESSEE
SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RELATION AS FOLLOWS:
5
6
GENERAL SERVICES
BUILDING'S GENERAL MANAGEMENT.
BUILDING'S SECURITY. 24 HOURS A DAY, 7 DAYS A WEEK.
ELECTRIC POWER EXPENSES AS WELL AS LIGHTNING FOR COMMON AREAS
ELEVATOR'S MAINTENANCE, WITH AT LEAST THREE AVAILABLE PASSENGER ELEVATORS FOR
USE IN THE BUILDING'S NORMAL BUSINESS HOURS.
HYDRAULIC SYSTEM AND FIRE-PROTECTION SYSTEM MAINTENANCE.
SUB-STATION MAINTENANCE.
EMERGENCY POWER MAINTENANCE.
CHILLERS AND SMOKE EXTRACTORS MAINTENANCE.
GARBAGE PICK-UP.
COMMON AREA FUMIGATION.
CLEANING SUPPLIES FOR COMMON AREAS.
GENERAL CLEANING OF WINDOWS; COMMON AREA AND EXTERIOR.
COMMON AREAS POLISHING OF FLOORS.
COMMON AREAS MAINTENANCE.
EXTERIOR AND INTERIOR GARDENS OF COMMON AREAS AND PUBLIC PAVEMENT
INSURANCE IN ACCORDANCE TO CLAUSE THIRTEEN.
ALL THIS SERVICES SHALL BE PROVIDED TIMELY AND WITH QUALITY IN ACCORDANCE TO
THE BUDGET PREVIOUSLY PRESENTED BY THE COMPANY HIRED TO PROVIDE SAID SERVICES,
FOR THE BUILDING HEREOF TO LESSEE AS SET FORTH IN THE BUILDING'S RULES AND
REGULATIONS, INTENDING TO MAINTAIN THE BUILDING AT A LEVEL CURRENTLY EQUIVALENT.
BUILDING OPERATING EXPENSES SHALL NOT INCLUDE THE FOLLOWING, WHICH SHALL BE PAID
BY LESSOR:
1).- ALL EXPENSES OF A CAPITAL NATURE, EXCEPT TO THE EXTENT THAT THE CAPITAL
IMPROVEMENTS SERVE TO REDUCE BUILDING'S OPERATING EXPENSES TO THE BENEFIT OF ALL
TENANTS AND THAT ACTUAL ANNUAL SAVINGS EXCEED THE AMORTIZED COST OF
IMPROVEMENTS, IN WHICH CASE THE ANNUAL AMORTIZATION MAY BE CHARGED TO TENANTS.
CAPITAL COSTS INCLUDE SUCH EXPENDITURES AT COST OF REPLACEMENT OF ANY MAJOR
SYSTEM (OR COMPONENT THEREOF) IN THE BUILDING UNDERSTANDING AS MAJOR SYSTEM
WHATEVER IS DEFINED AS SUCH IN MEXICO'S REGULATIONS AT THAT TIME; OR COST OF ANY
ADDITIONS OR CAPITAL IMPROVEMENTS CLASSIFIED AS CAPITAL EXPENDITURES UNDER
ACCOUNTING PRINCIPLES OF GENERAL ACCEPTANCE AND CONSISTENTLY APPLIED; THE COST
OF THE CONSTRUCTION OF ALL OR ANY PART OF THE BUILDING AND RELATED IMPROVEMENTS
AS WELL AS EXPENSES TO CORRECT DEFECTS IN THE BUILDING'S DESIGN OR ANY OTHER
IMPROVEMENT THEREOF NOT INSTALLED BY LESSEE OR TO EXPAND THE BUILDING OR ADD NEW
STRUCTURES OR FACILITIES WITHIN THE BUILDING; ACQUISITION COSTS OF SCULPTURE,
PAINTINGS OR WORKS OF ART; AND RENTALS OR OTHER RELATED EXPENSES INCURRED IN
LEASING AIR-CONDITIONING SYSTEMS, ELEVATORS OR OTHER EQUIPMENT ORDINARILY
CONSIDERED TO BE A CAPITAL ITEM TO THE EXTENT SUCH ITEMS ARE OF THE TYPE WHICH
OWNERS OF OFFICE BUILDINGS CUSTOMARILY PURCHASE RATHER THAN LEASE.
2).- DEPRECIATION, INTERESTS, PRINCIPAL, GROUND RENTAL, DEPOSITS AND ALL OTHER
PAYMENTS MADE ON OR IN RESPECT TO ANY INDEBTEDNESS OR EQUITY PARTICIPATION FOR
FIXED ASSETS BY ANY LENDER OR LESSOR; AND ALL COSTS INCURRED IN CONNECTION WITH
ANY FINANCING, SYNDICATION, HYPOTHECATION, REFINANCING, SALE, TRANSFER OR
CONDOMINIUM OR COOPERATIVE CONVERSION OF ALL OR ANY PART OF THE BUILDING.
3).- ALL MARKETING, SPACE-PLANNING, ACCOUNTING AND ADVERTISING EXPENSES AND
COSTS AND ALL AMOUNTS INCURRED IN CONNECTION WITH THE LEASING OR RE-LEASING OR
SALE OF SPACE IN THE BUILDING.
4).- LEGAL AND OTHER COSTS AND EXPENSES INCURRED IN ENFORCING THE PROVISIONS OF
ANY LEASE FOR SPACE IN THE BUILDING AND IN PREPARING, NEGOTIATING AND REVISING
ANY DOCUMENTATION AFFECTING THE BUILDING.
6
7
5).- CHARGES FOR SERVICES RENDERED OR MATERIALS FURNISHED TO LESS THAN ALL OF
TENANTS OF THE BUILDING OR TO ANY TENANT IN THE BUILDING OTHER THAN LESSEE AND
ALL EXPENDITURES FOR WHICH LESSOR HAS BEEN OR HAS THE RIGHT TO BE REIMBURSED OR
INDEMNIFIED.
6).- EXECUTIVES AND PARTNER WAGES, SALARIES AND BENEFITS.
7).- ANY BAD DEBT LOSS OR RESERVES FOR BAD DEBT LOSS.
8).- COSTS FOR COMPLYING WITH GOVERNMENTAL CODE REGULATIONS.
9).- LESSOR POLITICAL OR CHARITABLE DONATIONS.
10).- ANY COMPENSATION TO EMPLOYEES, OR ATTENDANTS OR OTHER PARTIES OPERATING
COMMERCIAL CONCESSIONS, FOR THE ADDITIONAL PROFIT OF THE LESSOR. INCLUDING
PARKING.
LESSOR IS OBLIGATED TO INFORM LESSEE AT ANY TIME AN OVERCHARGE OR UNDERCHARGE OF
BUILDING OPERATING EXPENSES IS DISCOVERED BY AUDITORS, EMPLOYEES OR OTHER
TENANTS. LESSOR WILL EXERCISE ITS BEST EFFORTS TO MAINTAIN BUILDING OPERATING
EXPENSES AS LOW AS PRACTICABLE.
LESSOR ACKNOWLEDGES THAT AS FOR THIS MOMENT THE BUILDING HEREOF IS CLASSIFIED AS
INTELLIGENT OR FIRST CLASS.
LESSOR SHALL MAINTAIN THE BUILDING IN A FIRST CLASS MANNER COMPARED WITH
BUILDINGS DEFINED AS SUCH WITHIN MEXICO CITY AND SHALL UTILIZE ITS BEST EFFORTS
TO MAINTAIN THE RELATED BUILDING OPERATING EXPENSES WITHIN THE COSTS STANDARDS
OF OTHER BUILDINGS OF SIMILAR QUALITY.
THE COST OF ELECTRICITY USAGE TO THE PREMISES SHALL NOT BE PROVIDED FOR BY
LESSOR. LESSEE SHALL CONTRACT DIRECTLY WITH THE SUPPLIER FOR ITS ELECTRICITY,
ACKNOWLEDGING THAT SAID SERVICE SHALL NOT EXCEED THE CAPACITY OF THE BUILDING
INSTALLATIONS. LESSEE SHALL COVER THE COST OF THIS SERVICE. THE COST OF AFTER
HOURS USAGE OF THE COMMON AREA ELECTRICITY, AS REQUIRED BY LESSEE, SHALL BE
PASSED THROUGH TO LESSEE AT LESSOR'S DIRECT COST, AND THE SAME SHALL APPLY TO
ALL OTHER TENANTS.
EXPENSES FOR THE CONSUMPTION OF WATER SHALL BE PAID BY LESSEE IN ACCORDANCE WITH
LESSEE'S PROPORTIONATE SHARE AS DEFINED IN THE BUILDINGS RULES AND REGULATIONS
ON XX.XXXXXXXXXXX XXX #0000.
THE MANAGEMENT AND ADMINISTRATION OF THE BUILDING'S COMMON AREAS SHALL BE DONE
AS SET FORTH IN EXHIBIT "C" AND AS BUILDING OPERATING REGULATIONS WHICH ARE
CURRENTLY GOING THROUGH AN ADJUSTMENT PROCESS.
NINTH.- REPAIRS AND IMPROVEMENTS. LESSOR SHALL MAKE THE NECESSARY REPAIRS OF THE
COMMON AREAS, AND MAY PASS THROUGH SAID COSTS (OTHER THAN CAPITAL COSTS AND
COSTS INCURRED DUE TO HIDDEN OR LATENT DEFECTS IN THE BUILDING OR DUE TO CAUSES
WITHIN LESSOR'S CONTROL OR DUE TO LESSOR'S BAD FAITH OR NEGLIGENCE), TO LESSEE
AS BUILDING OPERATING EXPENSES, INCLUDING BUT NOT LIMITED TO THE ROOF, PLUMBING,
ELEVATORS, PUMPS, ELECTRIC GENERATOR, ELECTRICAL SYSTEM, WINDOWS, BUILDING AIR
CONDITIONING AND OTHER BASIC INSTALLATIONS OF THE BUILDING. LESSEE SHALL
FORTHWITH ADVISE LESSOR IN WRITING OF ANY DAMAGES CAUSED TO THE PREMISES THAT
MUST BE REPAIRED, IN THE EVENT THAT IN LESSEE'S OPINION SAID REPARATIONS ARE
NECESSARY.
SHOULD LESSOR ACTING WITH ALL DUE DILIGENCE FAIL TO TAKE ACTION TO COMPLETE SUCH
REPAIRS WITHIN A REASONABLE PERIOD, LESSEE MAY PROCEED TO MAKE SUCH REPAIRS AT
LESSOR'S COST AND THEREFORE SHALL HAVE THE RIGHT TO DEDUCT FROM FUTURE
MAINTENANCE FEES ALL REASONABLE COSTS DERIVING THEREFROM. SAID EXPENSES MAY BE
INCLUDED IN THE BUILDING OPERATING EXPENSES IN ACCORDANCE WITH CLAUSE EIGHTH.
7
8
IN ORDER TO MAINTAIN THE PREMISES IN GOOD CONDITIONS, LESSEE IS OBLIGED TO MAKE
THE NECESSARY MAINTENANCE AND/OR REPAIRS TO THE PREMISES DERIVED FROM NORMAL
DAILY USE AND WEAR AND FOR ANY IMPUTABLE TO LESSEE OR LESSEE'S EMPLOYEES OR
VISITORS, EXCLUDING REPAIRS THAT ARE NOT CAUSED BY ITS OR THEIR FAULT OR
NEGLIGENCE. MAINTENANCE AND/OR REPAIRS REQUIRES TO BE PERFORMED BY THE LESSEE
WHICH HAVE AN IMPACT ON OR ARE VISIBLE FROM THE COMMON AREAS SHALL BE PERFORMED
IN NO MORE THAN 15 BUSINESS DAYS. IN THE EVENT THAT THE LESSEE FAILS TO PROVIDE
OR COMPLETE MAINTENANCE AND/OR REPAIRS TO THE PREMISES, LESSOR MAY PROCEED TO
MAKE SUCH MAINTENANCE AND/OR REPAIRS USING ITS OWN FUNDS AND THEREFORE BE
ENTITLED TO CHARGE AS MAINTENANCE FEES, ALL REASONABLE EXPENSES DERIVING
THEREFROM.
LESSOR IS OBLIGED AT ITS COST, TO MAKE ALL IMPROVEMENTS AND REPAIRS NEEDED OR
USEFUL (MAJOR AND MINOR) AND TO COVER ALL COSTS IN ORDER TO MAINTAIN THE
PREMISES IN ADEQUATE CONDITIONS FOR THE AGREED USE. IN THE EVENT THAT SUCH
IMPROVEMENTS AND REPAIRS ARE NECESSARY ACCORDING TO LESSEE'S OPINION, LESSEE
SHALL GIVE WRITTEN NOTICE TO LESSOR OF SUCH FOR PURPOSE OF THIS AGREEMENT,
"ADEQUATE CONDITIONS" SHALL MEAN SIMILAR CONDITIONS AS THOSE AT THE COMMENCEMENT
DATE, TAKING INTO CONSIDERATION NORMAL USE AND WEAR. IN THE EVENT THAT LESSOR
FAILS TO MAKE SUCH REPAIRS WITHIN A REASONABLE PERIOD OF TIME, LESSEE MAY
PROCEED TO MAKE SUCH REPAIRS USING ITS OWN FUNDS AND THEREFORE BE ENTITLED TO
DEDUCT FROM FUTURE RENTS ALL REASONABLE EXPENSES DERIVED THEREFROM.
THE LESSOR IS LIABLE FOR ALL HIDDEN DEFECTS THAT MAY IMPAIR OR LIMIT THE NORMAL
OR APPROPRIATE USE OF THE PREMISES.
ALL IMPROVEMENTS OR FITTINGS TO THE PREMISES, INCLUDING THE CEILING SYSTEM AND
LIGHTS, DUCT, LIFE SAFETY SYSTEM, SPRINKLERS, AIR CONDITIONING, ELECTRICAL
DISTRIBUTION AND TRANSFORMER, AIR HANDLING DEVICES AND ANY OTHER PERMANENT
IMPROVEMENTS TO THE PREMISES PLACED BY LESSEE, EITHER FUNCTIONAL OR ORNAMENTAL,
SHALL BE PAID BY LESSEE AND AT THE EXPIRATION OF THIS AGREEMENT, SHALL BECOME
LESSOR'S PROPERTY. LESSEE MAY NOT REMOVE SAID IMPROVEMENTS ON THE TERMINATION OF
THIS AGREEMENT WITHOUT LESSOR'S PRIOR WRITTEN AUTHORIZATION. IN THE EVENT THAT
THE LESSEE MAKES CHANGES WHICH ALTER THE BUILDING STRUCTURE OR THE ORIGINAL
BUILDING DESIGN, THE LESSOR SHALL HAVE THE RIGHT TO DECIDE WHETHER THE LESSEE
SHALL RETURN THE PREMISES IN THE SAME CONDITIONS AS IN WHICH THEY WERE RECEIVED
FROM LESSOR, LESS NORMAL WEAR AND TEAR AND INEVITABLE CAUSES NOT WITHIN LESSEE'S
CONTROL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY THESE PROVISIONS FOR
RESTORATION DO NOT APPLY TO NORMAL OFFICE IMPROVEMENTS INCLUDING BUT NOT LIMITED
TO CEILINGS, DOORS, FLOOR COVERINGS, AIR CONDITIONING AND DUCT WORK, LIGHTNING,
TELEPHONE AND ELECTRICAL INSTALLATIONS. BEFORE STARTING ANY IMPROVEMENTS OR
RENOVATIONS TO THE PREMISES, LESSEE SHALL PRESENT THE CORRESPONDING PROJECT TO
LESSOR FOR ITS APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED FOR MORE THAN 5 CALENDAR DAYS.
LESSEE SHALL HAVE NO RIGHT TO ANY COMPENSATION FROM LESSOR FOR ANY IMPROVEMENTS
MADE BY LESSEE TO THE PREMISES.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LESSEE MAY REMOVE FURNITURE AND
EQUIPMENT AND TRADE FIXTURES WHICH ARE NOT PERMANENTLY ATTACHED TO THE PREMISES,
WITHOUT LESSOR'S WRITTEN AUTHORIZATION, PROVIDED THAT LESSEE REPAIRS ANY DAMAGE
CAUSED WHEN REMOVING SAID IMPROVEMENTS.
LESSOR AND LESSEE SHALL NOT DAMAGE OR ALLOW OTHERS TO DAMAGE THE PREMISES.
TENTH.- USE OF THE PREMISES. LESSEE SHALL USE AND OCCUPY THE PREMISES FOR ANY
LAWFUL PURPOSE FOR THE BUILDING AS GOVERNED BY THE PARTIAL PLAN FOR URBAN
DEVELOPMENT OF THE DELEGACION XXXXXX XXXXXX, WHICH ALLOWS ITS USE SOLELY FOR
GENERAL OFFICE ACTIVITIES, FINANCIAL SERVICES, BUSINESS, DATA PROCESSING AND
LESSEE'S
8
9
OWN ACTIVITIES, THE LESSEE SHALL PROVIDE RELATED AUTHORIZATION(S) FROM
CORRESPONDING AUTHORITIES, IN THE EVENT THESE ARE REQUIRED.
LESSEE IS NOT ALLOWED TO USE THE PREMISES AS A RESIDENCE, COMMERCE, WAREHOUSE OR
ANY OTHER USE DIFFERENT FROM CORPORATE OFFICES.
NEITHER LESSOR NOR LESSEE SHALL BRING OR PERMIT OTHERS TO BRING INTO THE
BUILDING AND THE PREMISES ANY TOXIC, CORROSIVE, FLAMMABLE, RADIOACTIVE,
EXPLOSIVE OR OTHER HAZARDOUS MATERIALS.
THE BUILDING HOURS ARE 8:00 A.M. TO 8:00 P.M. MONDAY THROUGH FRIDAY. HOWEVER,
LESSEE AND LESSEE'S EMPLOYEES AND AUTHORIZED PERSONNEL INCLUDING CONTRACTORS
SHALL HAVE ACCESS TO THE BUILDING 24 HOURS A DAY, 365 DAYS OF THE YEAR STARTING
FROM THE POSSESSION DATE AND UNTIL THIS AGREEMENT IS TERMINATED IN ACCORDANCE
WITH ITS TERMS.
LESSEE AND LESSOR SHALL CONDUCT THEIR BUSINESS AND CONTROL THEIR AGENTS,
EMPLOYEES AND INVITEES IN SUCH A MANNER AS TO AVOID ANY DAMAGE OR INTERFERENCE,
HINDRANCE OR OTHERWISE AFFECT ANY OTHER LESSEE IN THE BUILDING.
LESSOR AND LESSEE, AS APPLICABLE, SHALL STRICTLY COMPLY WITH THE CONDOMINIUM AND
MANAGEMENT CENTRO INSURGENTES REGULATIONS (EXHIBIT "C").
LESSOR HEREBY COVENANTS THAT LESSEE SHALL, DURING THE TERM OF THIS AGREEMENT,
PEACEFULLY AND QUIETLY OCCUPY AND ENJOY POSSESSION OF THE PREMISES WITHOUT
MOLESTATION OR HINDRANCE BY LESSOR OR ANY PARTY CLAIMING TO BE OR ACTING ON
BEHALF OF LESSOR.
ELEVENTH.- RIGHT TO INSPECT PREMISES. LESSOR SHALL HAVE THE RIGHT TO INSPECT THE
PREMISES FROM TIME TO TIME IN ORDER TO CHECK THE CONDITIONS OF THE PREMISES,
FIXTURES, AND EQUIPMENT. FOR THIS PURPOSE, LESSOR SHALL NOTIFY IN WRITING TO
LESSEE OF THE DATE OF THE INSPECTION, FIVE BUSINESS DAYS IN ADVANCE, EXCEPT IN
EMERGENCY CASES.
TWELFTH.- LIABILITY IN CASE OF DAMAGES OR LOSSES. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER FOR ANY DAMAGES OR LOSSES CAUSED TO THE PREMISES DUE TO EARTHQUAKE,
LIGHTNING, EXPLOSION, FLOOD, OR ANY OTHER NATURAL DISASTER OR BY WORKERS STRIKE
OF THE COMPANY THAT PROVIDES THE BUILDING SERVICES. IN SUCH EVENT, LESSOR SHALL
ADVISE LESSEE OF THE TIME REQUIRED TO MAKE REPAIRS NECESSARY TO BRING THE
BUILDING OR PORTION THEREOF TO ITS ORIGINAL CONDITION.
THE LESSOR SHALL BEGIN REPAIRS WITHIN A REASONABLE PERIOD IN THE EVENT OF ANY
SUCH DAMAGE TO THE BUILDING. IF SUCH DAMAGE IS MINOR, (AS INSURANCE COMPANIES
DEFINE MAJOR AND MINOR DAMAGE), THE RENT SHALL BE DECREASED IN PROPORTION AND IN
ACCORDANCE TO WHAT IS ESTABLISHED BY THE INSURANCE COMPANY, FROM THE DATE OF THE
CASUALTY OR DAMAGE UNTIL THE PREMISES ARE REPAIRED, AFTER 90 DAYS IF LESSOR HAS
NOT BEGUN THE PREMISES REPAIR LESSEE MAY CANCEL THIS AGREEMENT. FOR MAJOR DAMAGE
FROM ANY CAUSE, WHERE A THIRD OR MORE OF THE PREMISES CANNOT BE OCCUPIED, ALL
RENT WILL BE ABATED, FROM THE DATE OF CASUALTY OR DAMAGE, AND LESSOR WILL HAVE
THIRTY DAYS TO ASSESS THE DAMAGE, AFTER WHICH, LESSEE WILL HAVE THE RIGHT TO
TERMINATE THIS LEASE AGREEMENT IF IN LESSEE'S OPINION REPAIRS CANNOT BE
COMPLETED WITHIN THE FOLLOWING 90 DAYS. UNDER ANY CONDITION, IF THE REPAIR OF
THE DAMAGE HAS NOT OR CANNOT BE COMPLETED AFTER A PERIOD OF 120 DAYS AFTER SAID
DAMAGE OR CASUALTY OCCURRED, LESSEE WILL HAVE A RIGHT TO TERMINATE THIS LEASE
AGREEMENT WITH NO LIABILITY TO EITHER LESSEE OR LESSOR.
NOTWITHSTANDING ANYTHING ABOVE TO THE CONTRARY, IN THE EVENT OF DAMAGE DUE TO
LESSEE'S NEGLIGENCE, LESSEE SHALL HAVE NO RIGHT TO CANCEL THIS AGREEMENT.
9
10
THIRTEENTH. A INSURANCE. LESSOR SHALL CONTRACT ON HIS BEHALF, WITH AN INSURANCE
COMPANY DULY AUTHORIZED IN MEXICO, THE INSURANCE HEREINBELOW;
A).- PROPERTY AND CASUALTY INSURANCE THAT PERTAINS TO THE BUILDING WITH A
COVERAGE OF ONE HUNDRED PERCENT (100%) OF THE INSURABLE VALUE OF THE BUILDING'S
STRUCTURE AND COMMON AREAS INCLUDING ALL EQUIPMENT AND FIXTURES (EXCEPT FOR
THOSE INSTALLED BY LESSEES), AGAINST FIRE, LIGHTNING. EXPLOSIONS, HURRICANE,
HAIL, THUNDERSTORMS, ACCIDENTAL DUCT FAILURE, EARTHQUAKES AND VOLCANIC ERUPTION,
DAMAGE BY WORKERS STRIKE, VANDALISM, OR UPRISINGS, ON BEHALF OF THE LESSOR. THE
LESSOR SHALL PROVIDE INSURANCE AGAINST ACCIDENTAL BREAKS OF WINDOWS OF THE
BUILDING'S FRONTAGE ON BEHALF OF THE LESSOR.
B).- LIABILITY INSURANCE, WITH A MINIMUM COVERAGE, STANDARD ON THE MEXICAN
MARKET FOR FIRST CLASS FACILITIES, COVERING DAMAGES CAUSED BY THIRD PARTIES OR
PROPERTY THEREOF INCLUDING NEGLIGENT ACTS BY THE LESSOR, LESSEES OR ITS AGENTS,
EMPLOYEES OR PARTNERS.
LESSEE SHALL PROVE THAT IT HAS THE NECESSARY RESOURCES OR THAT IT INTENDS TO
ACQUIRE THE NECESSARY INSURANCE TO COVER ALL DAMAGES TO THE PREMISES AND
LIABILITY FOR DAMAGES CAUSED BY THIRD PARTIES OR PROPERTIES THEREOF, INCLUDING
LESSEE, ITS REPRESENTATIVES, EMPLOYEES OR PARTNERS NEGLIGENCE, WITH A MINIMUM
COVERAGE OF US $120,000.00. SAID FUND OR INSURANCE POLICY SHALL BE IN EFFECT
FROM THE POSSESSION DATE UNTIL OR AFTER THE EXPIRATION DATE OF THIS AGREEMENT,
WHEN LESSEES OBLIGATIONS HEREIN ARE COMPLETELY SATISFIED. LESSOR AND LESSEE
SHALL PROVIDE TO EACH OTHER THE RESPECTIVE COPIES OF THE INSURANCE POLICIES OR A
LEGAL EQUIVALENT WITHIN THE FOLLOWING 30 DAYS TO THE DATE A WRITTEN REQUIREMENT
IS RECEIVED.
LESSEE HEREBY AUTHORIZES LESSOR THAT, AT THE EXPENSE OF LESSEE, TO PAY
REASONABLE EXPENSES OF THE INSURANCE AND PASSED THEM ON TO LESSEE AS BUILDING
OPERATING EXPENSES, IN ACCORDANCE TO THE PROPORTION THAT LESSEE HAS SAID
EXPENSES AS DEFINED IN CLAUSE EIGHTH.
FOURTEENTH.- AIR CONDITIONING SYSTEM. LESSOR SHALL PROVIDE AIR CONDITIONING
CAPACITY EQUIVALENT TO 1 TON PER 37 SQUARE METERS OF THE BUILDING'S LEASABLE
OFFICE SPACE AND SHALL PROVIDE LESSEE COLD WATER IN THE BUILDING FOR LESSEE'S
AIR CONDITIONING SYSTEM, LESSOR SHALL OBTAIN AND MAINTAIN COVENANTS FOR THE
ADEQUATE FUNCTIONING OF SAID SYSTEM IN THE BUILDING.
LESSEE SHALL PAY ALL EXPENSES RELATED TO THE PERIODIC MAINTENANCE OF THE AIR
CONDITIONING GENERAL SYSTEM WITHIN THE PREMISES.
FIFTEENTH.- NAME DISPLAY. LESSEE REQUIRES LESSOR'S APPROVAL TO PLACE ANY SIGNAGE
AT THE BUILDING'S MAIN ENTRANCE OR FRONTAGE. LESSEE'S TRADE NAME CAN BE PLACED
AT THE BUILDING'S DIRECTORY PRIOR LESSOR'S APPROVAL AND SHALL NOT OCCUPY A
LARGER SPACE THAN THAT AUTHORIZED BY LESSOR. LESSOR SHALL PROVIDE AND INSTALL
ALL LETTERS OR NUMBERS REQUIRED TO PLACE LESSEE'S NAME, FLOOR AND OFFICE NUMBER
ON THE BUILDING'S DIRECTORY AND ENTRANCE AND MAY PASS THROUGH SAID COSTS TO
LESSEE.
THE NUMBER OF AVAILABLE LINES FOR LESSEE ARE TWO FOR EACH LEASED FLOOR BY
LESSEE. LESSEE IS ALLOWED, AT HIS OWN EXPENSE, TO INSTALL IN THE DOORS AT THE
PREMISE'S ENTRANCE AS WELL AS IN THE ELEVATOR LOBBIES OF THE FLOORS ENTIRELY
OCCUPIED BY LESSEE, ANY OF THE LESSEE'S OR SUB-LESSEE'S PARTICULAR SIGNAGE.
THE LESSOR HEREBY AGREES, SUBJECT TO CORRESPONDING AUTHORITIES APPROVAL, TO
ALLOW LESSEE TO PLACE PROMINENT SIGNAGE ON THE BUILDING'S GROUNDS, WHICH SHALL
BE OF A SIZE COMMENSURATE WITH LESSEE'S OCCUPANCY OF THE BUILDING. LESSEE SHALL
SUBMIT SPECIFICATIONS WITH THE PROPOSED HEIGHT AND DIMENSIONS OF THE SIGNAGE TO
LESSOR FOR APPROVAL.
10
11
SIXTEENTH.- SUBLEASING AND ASSIGNMENT. LESSEE WILL HAVE THE RIGHT TO SUBLEASE
THE PREMISES OR ASSIGN ITS RIGHTS, WITH THE PRIOR WRITTEN AUTHORIZATION OF
LESSOR, AND UNDER THE LAWS OF MEXICO, WHICH SHALL NOT BE UNREASONABLY WITHHELD
FOR MORE THAN 15 DAYS. LESSEE SHALL NOT SUBLEASE THE PREMISES NOR ASSIGN ITS
RIGHTS HEREOF TO MORE THAN FOUR THIRD PARTIES AT THE SAME TIME, IN THE SAME
BUILDING LEVEL THAT SHOULD BE LEASED AT THAT TIME. NOTWITHSTANDING ANYTHING
ABOVE TO THE CONTRARY, LESSEE MAY SUBLEASE THE PREMISES OR ASSIGN ITS RIGHTS
HEREUNDER, IN WHOLE OR IN PART, TO ANY OF ITS, OR ITS PARENT'S COMPANIES,
AFFILIATES, DIVISIONS OR SUBSIDIARIES OR IN WHICH THERE ARE ITS STOCKHOLDERS,
PRIOR WRITTEN NOTICE TO THE LESSOR. ANY BUSINESS OF THE SAME SIZE OR CREDIT AS
THE LESSEE, SHALL REQUIRE PREVIOUS WRITTEN NOTICE BY THE LESSOR. IN BOTH CASES,
LESSEE SHALL REMAIN LIABLE FOR ALL FINANCIAL OBLIGATIONS HEREUNDER AND SUCH
SUBLEASES SHALL BECOME BOUND BY ALL THE PROVISIONS HEREOF.
SEVENTEENTH.- USE-COMPLIANCE WITH LAWS. LESSOR DECLARES AND GUARANTEES THAT:
A) THE BUILDING MAY BE LEGALLY USED FOR OFFICES, PURSUANT THE LAWS, REGULATIONS
AND LEGAL PROVISIONS NOW IN EFFECT IN MEXICO;
8) THE BUILDING HAS BEEN CONSTRUCTED ABIDING BY ALL CONSTRUCTION LAWS,
AUTHORIZED USES AND OTHER APPLICABLE PROVISIONS AND THAT NO ASBESTOS WERE USED
OR WILL BE USED IN THE CONSTRUCTION OF THE BUILDING;
C) THE BUILDING HAS THE LEGALLY REQUIRES SAFETY, FIRE AND OTHER HAZARD
PREVENTION, AS WELL AS AN EMERGENCY EVACUATION PROGRAM.
EIGHTEENTH.- TAXES AND DUTIES. LESSEE SHALL BE OBLIGED TO PAY TO LESSOR ANY
TAXES LEVIED, WHICH ARE REQUIRED BY LAW TO BE PAID BY LESSEE, ON THE RENTS AND
BUILDING OPERATING EXPENSES (EXCLUDING LESSORS INCOME TAX); ALL TAXES, INCLUDING
REAL ESTATE PROPERTY TAXES, DUTIES AND LEVIES NOW OR HEREAFTER AFFECTING THE
BUILDING SHALL BE PAID BY LESSOR.
NINETEENTH.- ADDITIONAL PARKING SPACE. LESSEE MAY CONTRACT FOR ADDITIONAL
PARKING SPACES WITHIN THE BUILDING, IF AVAILABLE AT LESSOR'S DISCRETION AT
$50.00 FOR NON DESIGNATED SPACES AND $75 FOR DESIGNED SPACES, PER MONTH. THE
COST OF SAID PARKING CONTRACTS SHALL BE ADJUSTED ACCORDING AS SET FORTH IN
CLAUSE SEVENTH.
TWENTIETH.- CAUSES FOR RESCISSION. LESSOR MAY TERMINATE THIS AGREEMENT IN THE
EVENT LESSEE DEFAULTS IN ANY OF ITS OBLIGATIONS HEREUNDER AND UNDER THE LAWS OF
MEXICO, INCLUDING THE LESSEE'S FAILURE TO MEET ITS PAYMENT OBLIGATIONS, AND IN
ANY OF THE FOLLOWING EVENTS:
CAUSES OF RESCISSION INCLUDE, WITH NO LIMITATION:
A) FAILURE TO PAY TWO OR MORE CONSECUTIVE MONTHLY RENTS.
B) THE USE OF THE PREMISES OTHER THAN FOR OFFICE PURPOSES AS PERMITTED IN THIS
AGREEMENT.
C) SUBLETTING OR ASSIGNING ITS RIGHTS HEREUNDER WITHOUT LESSOR'S PRIOR WRITTEN
AUTHORIZATION, EXCEPT AS OTHERWISE PROVIDED FOR IN CLAUSE SIXTEENTH;
D) MODIFYING THE PREMISES OR PERFORMING ALTERATIONS IN A MANNER WHICH MATERIALLY
DAMAGES THE STRUCTURAL INTEGRITY OF THE BUILDING, THE DAMAGE PREVIOUSLY
CONFIRMED BY AN EXPERT OPINION, WITHOUT COMPLYING WITH CLAUSE NINTH;
E) FAILURE TO PAY TWO OR MORE MONTHLY BUILDING OPERATING EXPENSES IN ACCORDANCE
WITH CLAUSE EIGHTH.
11
12
FAILURE TO COMPLY CONSISTENTLY WITH THE BUILDING RULES AND REGULATIONS, AFTER
BEING WARNED ABOUT THE FAILURE, AND HAVING PASSED THE TERM GIVEN TO CORRECT THE
FAILURE DETERMINED IN THIS CLAUSE, SHALL NOT BE THE CAUSE FOR RESCISSION, BUT
SHALL IMPLY A FINE WHICH WILL BE EQUIVALENT TO $10,000., SUCH FINE SHOULD BE
PAID IN THE NEXT 5 DAYS AFTER PRIOR WRITTEN NOTICE OF LESSOR OR THE BUILDING
ADMINISTRATOR. AFTER SUCH TERM, SAID AMOUNT SHALL BEAR AN INTEREST UNDER THE
SAME TERMS AS SPECIFIED IN CLAUSE FIFTH.
IN THE EVENT THAT THE COMPETENT AUTHORITY KNOWS, INTERPRETS, OR EXECUTES ANY
DISPOSITION IN THIS INSTRUMENT AND DECLARES THE RESCISSION OF THE AGREEMENT
HEREIN CAUSED BY ANY DEFAULT OF THE LESSOR, THE LESSOR SHALL PAY TO LESSEE, IN A
TERM NOT EXCEEDING 10 DAYS FROM THE RESOLUTION THAT STATES SO, THE AMOUNTS FOR
RENT AND MAINTENANCE GENERATED BY THIS DEFAULT UNTIL THE DATE THE SITUATION IS
CURED PLUS AND ADDITIONAL FINE THAT SHALL BE EQUIVALENT TO SIX RENT MONTHS
OUTSTANDING AT THE TIME THE SITUATION IS BE CURED, OR THE AMOUNTS ON WHICH BOTH
PARTIES AGREED UPON AT THAT TIME.
ONCE PAID THE AMOUNTS REFERRED HEREINBEFORE TO THE LESSOR, THE LESSEE SHALL BE
EMPOWERED TO USE THE PREMISES UNTIL THE EXPIRATION OF THE AGREEMENT HEREUNDER,
SUCH TERM BEING THE ONE DESIGNATED INITIALLY OR THE EXTENSION.
LIKEWISE, LESSEE MAY TERMINATE THIS AGREEMENT IN THE EVENT LESSOR DEFAULTS IN
ANY OF THE OBLIGATIONS HEREUNDER AND UNDER THE LAWS OF MEXICO, WHICH INCLUDE BUT
ARE NOT LIMITED TO:
A) NON DELIVERY OF THE PREMISES OR FAILURE TO COMPLETE THE BUILDING, WHEN AND As
PROVIDED IN THIS AGREEMENT, TO A DEGREE THAT THE TENANT MAY START AT AN ADEQUATE
LEVEL ITS NORMAL OPERATIONS AT THE TIME OF THE COMMENCEMENT OF ITS OFFICE
ACTIVITIES.
B) FAILURE TO PERFORM REPAIRS OF THE BUILDING SYSTEMS, REPAIRS AND CORRECTION OF
HIDDEN DEFECTS OF THE BUILDING AND PREMISES, WHEN AND AS PROVIDED HEREUNDER.
C) UNDER THE TERMS ESTABLISHED IN THE TWELFTH CLAUSE, IF FOR ANY EVENT,
INEVITABLE ACCIDENT, ACT OF GOD OR ACTS IMPUTABLE TO LESSOR THAT ENTIRELY
PREVENT LESSEE USE OF THE PREMISES.
IN ANY CASE, EITHER THE LESSOR OR LESSEE SHALL PROVIDE, UPON WRITTEN NOTICE OF
ANY DEFAULT, A 90 (NINETY) CALENDAR DAYS PERIOD, TO CURE NON FINANCIAL DEFAULT
BEFORE RESCINDING THIS AGREEMENT. IN THE EVENT A DEFAULT OCCURS REGARDING THE
TIMELY PAYMENT OF RENT OR ANY OTHER DUE AMOUNT DERIVED HEREOF, UPON RECEIPT OF
THE DEFAULT NOTICE, THE LESSOR SHALL GIVE LESSEE 30 (THIRTY) CALENDAR DAYS TO
CURE.
TWENTY FIRST.- NOTICES. ALL NOTICES RELATED TO THIS AGREEMENT SHALL BE SERVED IN
WRITING AT THE PARTIES ADDRESSES. SAID ADDRESSES SHALL BE THE FOLLOWING, UNLESS
OTHERWISE CHANGED BY WRITTEN NOTICE:
FOR LESSOR:
ATTN.: FIDEICOMISO F/3959 BANCO DEL ATLANTICO, S.A.
ING. XXXXXXX XXXXXXXX XXXXXXX OR DESIGNEE
XX. XXXXXXXXXX XX. 0000
XXX. XXX XXXXX
XXXXXX, X.X. 00000
FAX: 000-000-0000
12
13
FOR LESSEE:
FOR: ORIX GLOBAL COMMUNICATIONS, INC.
ATTN.: XX. XXXXXX X. XXXXXX OR DESSIGNEE
0000 X. XXXXXXXX XX.
XXXX. X. XXXXX 000
XXX XXXXX, XX 00000
TEL: (000)-000-0000
FAX: (000) 000-0000
COPY: INSURGENTES SUR #1605- MODULO "D", TENTH FLOOR OF THE BUILDING
TWENTY SECOND.- ESTOPPEL CERTIFICATE, SUBORDINATION AND DOCUMENTATION OF LEASE
CONTRACT. LESSEE AGREES THAT AT ANY TIME AFTER THE POSSESSION DATE OF THE
PREMISES, AND FROM TIME TO TIME UPON NO LESS THAN 15 (FIFTEEN) DAYS PRIOR
REQUEST BY LESSOR, LESSEE SHALL SIGN AND DELIVER TO LESSOR A STATEMENT PREPARED
BY LESSEE IN WRITING CERTIFYING TO THE EXTENT APPLICABLE: (A) THE DATE UPON
WHICH THE TERM OF THIS AGREEMENT COMMENCES AND TERMINATES; (B) THE DATES ON
WHICH RENTS AND ANY ADDITIONAL MONTHLY RENT HAS BEEN PAID; (C) THE AMOUNT OF ANY
SECURITY DEPOSIT; (D) THAT LESSEE HAS ACCEPTED AND IS OCCUPYING THE PREMISES;
(E) THAT THIS AGREEMENT IS IN FULL FORCE AND EFFECT AND LESSEE SHALL STATE ANY
AMENDMENTS OR ADDITIONS THAT MAY EXIST; (F) THAT ALL IMPROVEMENTS TO THE
PREMISES HAVE BEEN SATISFACTORY COMPLETED, THAT THE SAME SHALL BE OWNED BY THE
LESSEE UNDER THIS LEASE AGREEMENT; (G) THAT THERE ARE NO DEFAULTS OF LESSEE
UNDER THE LEASE NOR ANY EXISTING CONDITION UPON WHICH THE GIVING OR NOTICE OR
LAPSE OF TIME WOULD CONSTITUTE A DEFAULT; (H) THAT LESSEE HAS NOT RECEIVED ANY
CONCESSION; (I) THAT LESSEE HAS RECEIVED NO NOTICE FROM ANY INSURANCE COMPANY OF
ANY DEFECTS OR INADEQUACIES OF THE PREMISES; (J) THAT LESSEE HAS NO OPTION OR
RIGHTS OTHER THAN AS SET FORTH IN THIS AGREEMENT; (K) THAT THE ENDORSEMENT FOR
THE OBLIGATIONS OF LESSEE IS IN FULL FORCE AND EFFECT; AND (L) SUCH OTHER
MATTERS WHICH LESSOR MAY REASONABLY REQUEST INCLUDING LESSEE'S ACKNOWLEDGMENT
AND ACCEPTANCE OF ANY ASSIGNMENT BY LESSOR OF ANY OF ITS RIGHTS HEREUNDER.
IF SUCH STATEMENT IS TO BE DELIVERED TO A PURCHASER OF THE BUILDING, IT SHALL
FURTHER INCLUDE THE AGREEMENT OF LESSEE TO RECOGNIZE SUCH PURCHASER AS LESSOR
UNDER THE LEASE AND TO THEREAFTER PAY RENT TO SUCH PURCHASER OR ITS DESIGNEE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, (PROVIDED SUCH PURCHASER ASSUMES
ALL OBLIGATIONS IN ACCORDANCE WITH THIS LEASE AGREEMENT) AND LESSEE ACKNOWLEDGES
THAT ANY SUCH PURCHASER MAY RELY ON SUCH STATEMENT. LESSEE'S FAILURE TO COMPLY
WITH THIS SECTION SHALL BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT.
LESSOR'S OR LESSEE'S FAILURE TO COMPLY WITH THIS SECTION SHALL BE A MATERIAL
BREACH OF THIS AGREEMENT. LESSOR SHALL BE OBLIGED IN A MUTUAL WAY TO THE LESSEE,
AND LESSOR SHALL DELIVER, WHEN THE LESSEE REQUIRES IT, A SIMILAR CERTIFICATE IN
ACCORDANCE WITH THIS CLAUSE.
TWENTY THIRD.- PURCHASE OPTION. THE PARTIES AGREE THAT LESSEE SHALL HAVE THE
FIRST RIGHT OF PURCHASE AS LONG AS THIS AGREEMENT IS IN FULL FORCE, FOR LESSEE'S
OCCUPIED PREMISES, AT A MARKET PRICE LESS THE VALUE OF IMPROVEMENTS MADE TO THE
PREMISES PAID BY LESSEE, ONLY IN THE EVENT THAT LESSOR'S OFFER TO SELL THE
BUILDING AS A CONDOMINIUM TO THIRD PARTIES; PROVIDED THAT AT THAT TIME, LESSEE
IS NOT UNDER DEFAULT HEREUNDER, ADDITIONALLY, LESSEE SHALL HAVE DURING THE FULL
FORCE OF THIS AGREEMENT, UNDER THE SAME CONDITIONS AS DESCRIBED HEREINBEFORE,
THE RIGHT TO THE SECOND PURCHASE OFFER TO BUY THE PREMISE(S) FROM OTHER
LESSEE(S) IN THE BUILDING, KNOWING THAT IN ANY EVENT THESE OR ANY OTHER PERSON
DESIGNATED BY THE LESSOR SHALL HAVE THE FIRST PURCHASE OFFER.
LESSOR SHALL FORTHWITH NOTIFY LESSEE ITS INTENTION TO SELL CONDOMINIUM SPACE IN
THE BUILDING. LESSEE SHALL HAVE 90 DAYS TO EXERCISE ITS RIGHT FOR THE FIRST
XXXXXXXX
00
00
OFFER FROM THE DATE THE LESSOR NOTIFIES SUCH INTENTION. LESSEE SHALL NOT HAVE
ANY RIGHT TO PURCHASE THE PREMISES IF THE BUILDING IS OFFERED FOR PURCHASE AS A
WHOLE.
TWENTY FOURTH.- TENANT CONSTRUCTION. LESSEE SHALL BE RESPONSIBLE FOR THE
CONSTRUCTION OF ITS IMPROVEMENTS AND LESSOR SHALL GIVE PRIOR APPROVAL OF SAID
IMPROVEMENTS.
LESSEE SHALL HAVE THE RIGHT TO CHOOSE ITS OWN ARCHITECT(S), ENGINEER(S),
CONTRACTOR(S), AND SUB-CONTRACTOR(S) TO PERFORM INITIAL AND FUTURE TENANT
CONSTRUCTION. THERE SHALL BE NO CHARGE BY LESSOR FOR THE REVIEW OF PLANS OR
INSPECTIONS THAT LESSOR DEEMS NECESSARY DURING AND AFTER LESSEE'S CONSTRUCTION,
OR DURING ANY OF LESSEE'S ALTERATIONS.
LESSEE AGREES TO COMPLY WITH THE RULES AND REGULATIONS FOR OFFICE ADJUSTMENTS AS
SET FORTH IN OFFICE SPACE CONSTRUCTION AND ADJUSTMENTS GENERAL DISPOSITIONS
(EXHIBIT "D").
LESSEE AGREES TO COMPLY WITH LESSORS SPECIFICATIONS IN RESPECT TO WINDOW
COVERINGS FOR ALL WINDOWS IN THE PREMISES, AND ACKNOWLEDGES THAT MAINTENANCE AND
COST THEREOF SHALL BE PAID BY LESSEE.
TWENTY FIFTH.- LANGUAGE. THIS AGREEMENT SHALL BE SIGNED IN SPANISH THE PARTIES
HEREIN STATE THAT THEY KNOW SUCH LANGUAGE AND THAT THEY ARE FULLY AWARE OF THE
LEGAL SCOPE AND CONSEQUENCES OF THE PROVISIONS CONTAINED HEREIN.
TWENTY SIXTH.- SATELLITE DISH INSTALLATION. LESSEE SHALL NOT USE THE FLAT SPACE
ON THE ROOF NOR PLACE A MICROWAVE ANTENNAE OR SIMILAR ANTENNAE OR COMMUNICATION
DEVICE, UNLESS LESSOR PROVIDES ITS EXPRESS CONSENT, ALL THESE AFTER OBTAINING
THE SPECIFIC PERMITS REQUIRED FROM THE COMPETENT AUTHORITIES AND LESSOR'S
APPROVAL. LESSEE SHALL SUBMIT SPECIFICATIONS WITH THE PROPOSED HEIGHT,
DIMENSIONS AND DESIRED LOCATION OF THE EQUIPMENT TO LESSOR FOR APPROVAL. LESSOR
SHALL HAVE FINAL APPROVAL OVER THE PLACEMENT OF SUCH ANTENNAE AND THOSE OF OTHER
TENANT(S), LESSOR'S PLACEMENT SHALL NOT INTERFERE WITH THE ANTENNAE'S FUNCTION.
THE COSTS ASSOCIATED WITH THIS INSTALLATION, REPAIR AND MAINTENANCE SHALL BE
BORNE BY LESSEE.
WITH LESSOR'S PREVIOUS APPROVAL, LESSEE SHALL HAVE ACCESS TO THE ROOF THROUGH
THE FREIGHT ELEVATOR OF THE OFFICE TOWER, WITH THE PURPOSE TO INSTALL ITS
MICROWAVE ANTENNAE.
TWENTY SEVENTH.- EMERGENCY GENERATOR. LESSEE SHALL HAVE THE OPTION TO INSTALL A
LOW TENSION GENERATOR FOR EMERGENCIES, SUBJECT TO REVIEW AND APPROVAL OF LESSOR
AND ITS ARCHITECTS AND ENGINEERS. FOR THIS PURPOSE, LESSOR WILL GRANT LESSEE
SUITABLE SPACE NEXT TO THE BUILDING'S EQUIPMENT FOR A PREVIOUSLY AGREED COST
BETWEEN THE PARTIES DURING THE TERM HEREUNDER.
TWENTY EIGHTH.- GUARANTIES. IN ORDER FOR LESSEE TO GUARANTY ITS OBLIGATIONS
ESTABLISHED HEREIN, LESSEE SHALL TAKE THE GUARANTEE HEREINBELOW, WITH LESSOR'S
TOTAL ACCEPTANCE AND LESSOR SHALL DELIVER ALL DOCUMENTS JUSTIFIABLY REQUIRED,
ACKNOWLEDGING THAT LESSEE SHALL DELIVER SAID GUARANTEE TO LESSOR IN THE TERM
THAT SHALL EXPIRE ON DECEMBER 25, 1997.
A) A GUARANTEE FOR THE AMOUNT OF $32,000.00 MEXICAN PESOS, THAT SHALL COVER
ATTORNEY'S FEES IN CASE THE ARBITRAGE PROCEDURE HEREIN ENTERS INTO EFFECT, SUCH
AS COSTS, AND
8) A GUARANTEE AUTOMATICALLY ANNUALLY RENEWABLE FOR THE AMOUNT OF US $67,139.28
TO GUARANTY PAYMENTS DERIVED FROM CONCEPTS OF RENT AND MAINTENANCE INSTALLMENTS.
SUCH POLICIES SHALL BE EVIDENT AS EXHIBIT HEREUNDER UNTIL ITS EXPIRATION.
14
15
THE COST OF SUCH GUARANTEES SHALL BE PAID BY LESSEE WHICH SHALL PAY IT AT THE
EXECUTION OF THIS AGREEMENT, OR SHALL PRESENT SAID GUARANTEES IN A TERM NO
LONGER THAN 10 BUSINESS DAYS FROM THE EXECUTION OF THIS AGREEMENT.
LESSOR SHALL ANNUALLY RENEW SUCH GUARANTEES WITH LESSEE'S TOTAL APPROVAL, AND
LESSEE COMMITS TO PAY ITS YEARLY COST, DURING THE TERM OF THIS CONTRACT. IN THE
EVENT THAT THE LEASE HOLDER FAILS TO PAY THE GUARANTEE'S RENEWAL, THE LEASE
LENDER SHALL HAVE THE FACULTY TO PAY THE RENEWAL BONUS OF SUCH BOND,
ADDITIONALLY IT WILL HAVE THE FACULTY TO DEMAND OR REBOUND SUCH PAYMENT AGAINST
THE LEASE HOLDER.
TWENTY NINTH.- TRIAL EXPENSES. IN THE EVENT THAT EITHER PARTY DEFAULTS TO ANY OF
THE CLAUSES HEREIN, IN SUCH A WAY THAT THEY GIVE CAUSE FOR THE RESCISSION OF
THIS AGREEMENT, THROUGH CORRESPONDING TRIAL WITH ARBITRATORS DESIGNATED BY THE
PARTIES HEREUNDER, THE PARTY SENTENCED BY DECISION UNDER THIS PROCEEDING,
SHALL BE OBLIGED TO PAY TO THE OTHER PARTY, THE EXPENSES GENERATED BY THIS
PROCEEDING, AS SET FORTH HEREINBELOW.
THE EXPENSES AND COSTS GENERATED BY THE EXECUTION OF SUCH ARBITRAGE PROCEEDING
DESCRIBED HEREIN, BY MUTUAL AGREEMENT THE AMOUNT ESTABLISHED SHALL BE OF
N$32,000.00 WHICH SHALL BE PAID AS SET FORTH IN CLAUSE THIRTY-FIFTH, TRIAL
EXPENSES.
THIRTIETH.- JURISDICTION. THE PARTIES EXPRESSLY AGREE THAT IN THE EVENT OF ANY
DISPUTE ARISING OUT OF OR IN CONNECTION TO THE INTERPRETATION OR COMPLIANCE
(TERMINATION, RESCISSION, PAYMENT OF PESOS) OF THIS LEASE AGREEMENT SHALL BE
SUBMITTED TO AN ARBITRAGE TRIBUNAL, FOR SUCH IN THIS ACT EXECUTE THE
CORRESPONDING ARBITRATORS COMMITMENT AS ESTABLISHED IN ARTICLE 609 OF THE CIVIL
PROCEDURES CODE.
THIRTY FIRST.- ARBITRATION PROCEDURE. THE ARBITRAGE PROCEDURE SHALL BE SUBMITTED
TO THE FOLLOWING ARTICLES: ARTICLE 1.- ALL CONFLICTS RELATED TO A SAME LEASE
AGREEMENT MAY BE PUT IN ONE CLAIM, EVEN IF CLAIMS ARE FROM DIFFERENT PEOPLE
THUS, THE RESCISSION ACTION, THE TERMINATION AND PAYMENT IN PESOS TO THE
BONDSMAN ETC. COULD BE IN THE SAME CLAIM. ARTICLE 2.- THE ARBITERS APPOINTED BY
THE CONTRACTING PARTIES ARE: XXXXXX XXXXXXX XXXXX XXXXX XXXX XXXXX WITH XXXXXXX
XX XXXXXX 000 0XX XXXXX, XXXXXXX XXXX; XXXXX XXXXXX XXXXXXX, WITH XXXXXXX XX
XXXXXX 000 0XX XXXXX, XXXXXXX XXXX; AND XXXXX XXXXXXX XXXXX WITH ADDRESS IN
PUEBLA 160 2ND FLOOR, COL. ROMA. ARTICLE 3.- THE ARBITERS SHALL BE EMPOWERED TO
APPOINT THE AGREEMENT SECRETARY, WHO SHOULD LEAVE EVIDENCE IN WRIT OF THE
ACCEPTANCE AND PROTEST OF SUCH DUTY. ARTICLE 4.- THE ACTING PARTY HAS THE RIGHT
TO CHOOSE ANY OF THE DESIGNATED ARBITERS; IN THE EVENT OF DEATH, OR FAULT OR
IMPEDIMENT TO CONTINUE IN SUCH A DUTY, ONCE ACCEPTED THIS. THE SAME ACTING PARTY
MAY CHOOSE A SUBSTITUTE ARBITER AMONG THE ONES APPOINTED BY THE PARTIES. ARTICLE
5.- IF ANY OF THE APPOINTED ARBITERS BY THE PARTIES CARRY OUT SUCH DUTY DUE TO
NON ACCEPTANCE, FAULT OR IMPEDIMENT, THE ACTING PARTY SHALL GO TO ANY OF THE
FIRST INSTANCE JUDGES AND SHALL ASK FOR THE APPOINTMENT OF A NEW ARBITER
ACKNOWLEDGING THAT IT WILL NOT BE NECESSARY TO BE SUBJECT TO THE OFFICIAL LISTS
AND IN THIS PROCEEDING THE DEFENDANT SHALL NOT INTERVENE. ARTICLE 6.- IT'S
EXPRESSLY AGREED THAT FOR THE ACTING IN THE ARBITRAGE JUDGMENT THERE ALL SHALL
BE CALENDAR DAYS AND TIMES, BUT THE ARBITER SHALL ENDEAVOR TO DESIGNATE WITH
PRUDENCE THE DATES AND TIMES TO CELEBRATE THE AUDIENCES. ARTICLE 7.-FUNCTIONS
AND COMMITMENTS OF THE ARBITERS: A) TO SUBMIT TO THE FORMALITIES AND PROCEDURES
ESTABLISHED AMONG THE PARTIES IN THIS ARBITERS COMMITMENT AND TO ADJUDICATE BY
MEANS OF SUPPLEMENTARY ACTION THE DISPOSITIONS OF THE PROCEDURE CIVIL CODE,
APPLICABLE IN MEXICO CITY WHEN IT MAY SEEM NEEDED AND SHALL NOT BE ANTAGONISTIC
WITH THE OTHER STIPULATIONS ON THIS COMMITMENT; B) TO MAINTAIN PROCEDURAL
EQUILIBRIUM AMONG THE PARTIES ANY TIME; C) TO TRY THAT THE PARTIES HAVE A
FRIENDLY ARRANGEMENT; D) TO WATCH THE CONVENIENT AND EFFICIENT EXECUTION OF THE
AWARD. ARTICLE 8.- ARBITRATION FEES.- FOR THE WHOLE JUDGMENT, THE FEE FOR EACH
ARBITER SHALL CORRESPOND TO THE EQUIVALENT OF TWO HUNDRED DAYS OF MINIMAL WAGE
IN FULL FORCE IN MEXICO CITY. ARTICLE 9.- SECRETARY OBLIGATIONS: A) TO COMPLY
WITH THE PROCEDURAL FORMALITIES ESTABLISHED AMONG THE PARTIES IN THIS PACT; B)
TO INTERVENE TO ATTEST OR CERTIFY IN ALL CASES THAT AN ARBITER MAY BE REQUIRED;
C)
15
16
DELIVER THE CITATION TO THE DEFENDANT AND NOTIFY THE PARTIES THE AGREEMENT WITH
THE FORMALITIES SET FORTH LATER: D) TO HELP THE ARBITER IN EVERYTHING THAT MAY
BE REQUIRED FOR THE FAIR DEVELOPMENT OF THE ARBITRATION PROCEDURE. E) TO RECEIVE
FROM THE PARTIES ANY PROMOTIONS RELATED WITH THE ARBITRAGE AND NOTIFY THE
ARBITER IMMEDIATELY; F) TO DELIVER TO THE PARTIES UPON REQUEST SIMPLE OR
CERTIFICATE COPY OF THE WRIT, ACTING AND AWARD. ARTICLE 10.- SECRETARY FEES.-
THE SECRETARY FEES SHALL CORRESPOND THE EQUIVALENT OF 100 DAYS OF MINIMAL WAGE
IN FULL FORCE IN MEXICO CITY, ACCORDING TO THE ESTABLISHED IN ARTICLE 8. ARTICLE
ll.- PROCEDURE.- THE PROCEDURE STARTS UPON ARBITRATION PROCEEDING FROM ONE OF
THE PARTIES WITH THE FOLLOWING ACTION A) THE PARTY THAT, CONSIDERING THE OTHER
PARTY DEFAULTED IN ANY DISPOSITION OF THE LEASE AGREEMENT OR DAMAGING ANY RIGHT
DERIVED THEREOF, SHALL GO TO ANY OF THE DESIGNATED ARBITERS IN ARTICLE 2 AND THE
ONE WHO ACCEPTS THE DUTY SHALL PLACE THE CLAIM. ARTICLE 12.- THE CLAIM SHALL
HAVE THE FOLLOWING ELEMENTS: A.- NAME AND ADDRESS OF THE PLAINTIFF; B.- NAME AND
ADDRESS OF THE DEFENDANT; C.- DESCRIPTION OF WHATEVER FACTS THAT ESTABLISH AND
CAUSED THE CLAIM; D.- LAW RULES AND PRINCIPLES THAT MAY BE APPLICABLE; E.- ALONG
WITH THE CLAIM THE PLAINTIFF SHALL DELIVER THE DOCUMENTS FOUNDING ITS ACTION,
THE EVIDENCE SHALL BE OFFERED FROM THAT MOMENT ON, THE DOCUMENTS THAT AUTHORIZE
ITS LEGAL STATUS AND COPIES OF THE CLAIM AND ALL SHOWN DOCUMENTS ALONG WITH THE
WRITTEN CLAIM FOR THE NOTIFICATION TO EACH DEFENDANT. ARTICLE 13.- ESTABLISHING
THE CLAIM.- WHEN ESTABLISHING THE CLAIM, THE ARBITER SHALL CHOOSE ANY OF THE
SECRETARIES IN ARTICLE 3. THE AGREEMENT SECRETARY, ONCE ACCEPTING THE DUTY,
SHALL ALLOW THE CLAIM, THE PLACE FOR THE ARBITRAGE ENTRY SHALL DE DESIGNATED;
THE PLAINTIFF REPRESENTATION SHALL BE ANALYZED, ALL THE THINGS RELATED TO THE
EVIDENCE ADMISSION PRESENTED BY THE PLAINTIFF IN THE WRITTEN CLAIM SHALL BE
RESOLVED, AND THE DAY AND TIME FOR THE HEARINGS FOR THE JUDGMENT, WHICH
CELEBRATION SHALL ABIDE A 5 DAY TERM AFTER THE DEFENDANT CITATION. ARTICLE 14.-
THE CITATION SHALL BE DELIVERED BY THE SECRETARY EVEN WHEN THE ADDRESS OF THE
DEFENDANT SHOULD NOT BE IN MEXICO CITY, ACCORDING TO THE FOLLOWING FORMALITIES:
A).- THE PLACE FOR THIS PRACTICE IF ITS AN INDIVIDUAL, SHALL BE THE PLACE THAT
IS BEING LEASED, THE HOME ADDRESS, THE WORKING PLACE EVEN IF IT IS TRANSITORY OR
THE PLACE WHERE HE IS LOCATED; B).- IF THE PLACE BEING LEASED IS A COMPANY, ANY
OF ITS COMMERCIAL SITES, OFFICES, WAREHOUSES, OR IN THE ADDRESS OF ITS LEGAL
REPRESENTATIVE; C).- IN THE EVENT THAT THE DEFENDANT'S ADDRESS SHOULD BE UNKNOWN
THE CITATION SHALL BE BY MEANS OF PUBLISHED SUMMONS IN ANY OF THE LOCAL
NEWSPAPERS AND FOR THIS EVENT, THE FOLLOWING PROCEDURE SHALL BE FOLLOWED. l. IN
THE ENTRANCE DOOR OF THE PLACE BEING LEASED, SHALL BE FIXED A CERTIFICATE WHICH
PRECISES WHAT THE CLAIM IS ABOUT, NAME OF THE ARBITER, OF THE SECRETARY, THE
ADDRESS IN WHICH THE ARBITRAGE SHALL TAKE PLACE AND DATE AND TIME OF THE TRIAL
HEARING. 2.- IN SUCH EVENTS AFTER THE SUMMONS HAVE BEING PLACED THE DEFENDANT
SHALL NOT BE SEARCHED FOR ANY MORE. THE PROCEDURES ESTABLISHED IN FRACTION I OF
THIS ARTICLE SHALL NOT BE NECESSARY IN THE EVENT THE CLAIM MAY BE AGAINST THE
BONDSMAN. ARTICLE 15.- THE SECRETARY SHALL BE AWARE THAT THE PLACE WHERE THE
SERVICE OF SUMMONS TAKE PLACE MAY BE ANY OF THE ABOVE MENTIONED IN ARTICLE 14,
AND UNDERSTAND THE TASK WITH THE DEFENDANT, IN THE EVENT THAT THE DEFENDANT IS
NOT LOCATED, WITH ANY RELATIVE, EMPLOYEE, SERVANT OR NEIGHBOR IN THE SAME
PREMISES AND IN THE EVENT THAT THERE ARE NO MORE TENANTS WITH A NEIGHBOR OF THE
NEAREST PREMISES. IF DEEMED NECESSARY IT SHOULD BE PLACED A FIXED NOTICE ON THE
ENTRANCE DOOR OF THE PREMISES BEING LEASED OR IN A VISIBLE PLACE WITH THE
INFORMATION SET FORTH IN POINT 1 OF PARAGRAPH "C" IN THE PRECEDING ARTICLE. THE
SECRETARY SHALL PLACE NOTIFICATION WITH THE COPIES FROM THE PLAINTIFF, DULY
COMPARED AND WITH A COPY OF THE ADVISORY WRIT OF THE CLAIM. ARTICLE 16.- THE
PARTIES ARE OBLIGED TO GO TO THE DESIGNATED ADDRESS OF THE ARBITRAGE TO BE
NOTIFIED ABOUT WRITS, AGREEMENTS AND AWARD. THE SECRETARY MAY INFORM TO THE
PARTIES BY TELEPHONE ABOUT THE STATE OF ACTIONS IN THE AGREEMENT, WRIT AND AWARD
DISCRETIONAL AUTHORITY DOES NOT DISMISS THE PARTIES OF THE OBLIGATION TO GO
EVERY DAY TO THE PLACE OF THE ARBITRAGE TO CONFIRM ALL THE INFORMATION RECEIVED
BY TELEPHONE OR TO BE NOTIFIED ABOUT THE WRITS, AGREEMENTS AND AWARDS AND SHALL
BE IN FULL FORCE THE NEXT DAY OF ITS DATES. ARTICLE 17.- ANSWER TO THE CLAIM:
A).- THE TERM TO ANSWER THE CLAIM, SHALL MATURE AT THE TIME OF THE TAKING PLACE
OF THE HOLDING OF THE HEARING; B) THE DEFENDANT PARTY MAY EXECUTE RECONVENTIONAL
ACTION AND THE COUNTERCLAIM SHALL COMPLY WITH ALL THE REQUIREMENTS ESTABLISHED
IN ARTICLE 11 AND
16
17
SHALL BRING SUIT WITH A MINIMUM 72 HOURS PRIOR THE HEARING FOR THE TRIAL. IN THE
EVENT, THAT ALL THESE REQUESTS DO NOT COMPLY, THE COUNTERCLAIM SHALL BE UNDONE.
ARTICLE 18.- RECONVENTION SHALL BE PROSECUTED IN ACCORDANCE TO THE FOLLOWING
PROCEDURE: A)- WITH THE COPIES OF THE RECONVENTION WRIT, THE PARTY
RECONVENTIONED SHALL BE NOTIFIED; B).- AT THE TIME OF THE HOLDING OF THE HEARING
THE RECONVENE PARTY MAY REQUIRER TO CELEBRATE A PRINCIPAL HEARING, AND A NEW DAY
AND TIME SHALL BE DESIGNATED TO HOLD THE RECONVENTIONAL HEARING AND IN THIS
EVENT, THE SECOND HEARING SHALL BE HELD IN THE SAME TERMS OF THE PRINCIPAL
HEARING OR, C).- THE RECONVENTION MAY BE ANSWERED AND IT SHALL REQUIRED TO HOLD
A FULL HEARING. ARTICLE 19.- DILATORY EXCEPTIONS.- THIS EXCEPTIONS SHALL BE
ESTABLISHED BY DEFENDANT WITH A MINIMUM 72 HOUR PRIOR THE HOLDING OF THE HEARING
AND SHOULD INCLUDE THE NEXT REQUIREMENTS: A).- TO COVENANT THE COSTS AND FEES OF
THE ARBITERS AND SECRETARY, THROUGH EXHIBIT OF A DEPOSIT IN CASH OF RENT
EQUIVALENT TO 150 DAYS OF MINIMAL WAGE IN FULL FORCE IN MEXICO CITY; B).- TO
DELIVER EVIDENCE WHICH CAN PROVE THE DILATORY EXCEPTIONS IN THE EVENT THAT ANY
OF SUCH EVIDENCE COULD NOT BE PRESENTED IN THE HEARING OF THE JUDGMENT, THE ONE
WHO FILED THE EXCEPTION SHALL COVENANT SOLVED FROM THIS EXCEPTION THROUGH A CASH
DEPOSIT PROOF EQUIVALENT TO 51 RENTAL MONTHS; C).- LIS PENDENS EXCEPTIONS,
SHALL CAUSE CONNECTION, LACK OF PERSONALITY, SHALL THE PREVIOUSLY PROSECUTED AT
THE BEGINNING AT THE END AND OF THE HEARING; D).- THE COUNTERPART SHALL ANSWER
THE EXCEPTION AND RELEASE PERTINENT EVIDENCE, IN THE EVENT THAT SOME EVIDENCE
COULD NOT BE PROVED IN THE HEARING, THE ARBITER SHALL FIX A TERM IN WHICH TO
SHOW IT AND A NEW DAY AND TIME SHALL BE DESIGNATED FOR THE CONTINUATION OF THE
HEARING; E) IN THE EVENT THAT SOME OF THE DEFENDANT'S EXCEPTIONS WERE CONSIDERED
ILLEGAL, THE AMOUNT OF THE ARBITER'S AND SECRETARY FEES SHALL BE DEDUCTED OF
SAID DEPOSITS, PLUS TWO EQUAL FIGURES WHICH SHALL BE PAID IMMEDIATELY AS
COMPENSATION TO THE COUNTERPART. THE REST SHALL BE DEPOSITED WITH THE ARBITER
UNTIL THE END OF THE TRIAL; F) IF THE DILATORY EXCEPTION IS DECLARED LEGAL, THE
TRIAL SHALL BE SUPERSEDED AND THE OTHER PARTY SHALL BE OBLIGED TO PAY THE COSTS.
ALL THE DILATORY EXCEPTIONS THAT DO NOT COMPLY WITH THE REQUIREMENTS IN THIS
ARTICLE SHALL BE DISMISSED. ARTICLE 20.- HEARING.- THE HEARING SHALL COMMENCE
WITH A CONCILIATORY STAGE IN WHICH THE ARBITER SHALL FIRST TRY TO SETTLE THE
PARTIES AND THE FOLLOWING RULES SHALL BE FOLLOWED: A).- IN THE EVENT OF THE
PLAINTIFF'S ABSENCE, THE FINAL WRIT SHALL BE RATIFIED AND THE HEARING SHALL NOT
BE IMPEDED; THE DEFENDANT SHALL DELIVER ITS ANSWER AND THE FINDINGS SHALL BE
PRESENTED; B);.- THE DEFENDANT'S ABSENCE SHALL MEAN THE ACCEPTANCE OF THE CLAIM
BY THE DEFENDANT AND THE AWARD SHALL BE ISSUED BY THE ARBITER. ARTICLE 21.- IN
ANSWERING THE CLAIM ON THE DEFENDANT'S BEHALF, IT SHALL REFER TO EACH AND
EVERYONE OF THE FACTS ESTABLISHED IN THE CLAIM AND SHALL PRESENT THE CONSIDERED
EXCEPTIONS. THE CONTRADICTORY, OBSCURE AND OPPOSED SHALL BE AUTOMATICALLY
DISMISSED BY THE ARBITER, WHEN THE LAWSUIT IS COMPLETE IT SHALL PASS TO THE
EVIDENCE STAGE; EACH PARTY SHALL SHOW THE EVIDENCE THAT IS RIGHT FOR THEMSELVES,
ACKNOWLEDGING THAT THE EVIDENCE NOT SHOWN IN SAID HEARING, SHALL BE ONLY
ADMITTED IF THE OFFERER COVERS THE ARBITER AND SECRETARY FEES THROUGH A CASH
DEPOSIT EQUIVALENT TO 300 DAYS OF MINIMAL WAGE IN FULL FORCE IN MEXICO CITY. THE
ARBITER IS EMPOWERED TO DISMISS ALL EVIDENCE THAT IS NOT RIGHT FOR THE DEBATE
POINTS, AND PRETEND TO HAVE SOME PUBLIC KNOWLEDGE, THAT COULD CAUSE AN
UNNECESSARY DELAY IN THE PROCEDURE COURSE OR EVEN WHEN PRESENTED WITH
SATISFACTION, AND ARE OF NO BENEFIT TO THE PARTY OFFERING IT. ARTICLE 22.- THE
PARTIES SHALL BE CONSIDERED IN THE KNOWLEDGE OF THE DATE OF THE HOLDING OF THE
HEARING: A).- TO APPEAR IN SUCH HEARING TO PRESENT THE EVIDENCE, IN THE EVENT
THAT IT MAY BE OFFERED AND APPEARING WITH NO JUSTIFIED CAUSE, IT SHALL BE
DECLARED AS ACKNOWLEDGING THE PREVIOUSLY LEGAL QUALIFIED POSITIONS PRESENTED
PRIOR THE HOLDING OF THIS HEARING. B).- THE CROSS EXAMINATION MAY BE DONE BY THE
INTERESTED PARTY OR ITS DULY AUTHORIZED ATTORNEY, WHENEVER SAID PARTY REQUIRES
IT. THIS FACULTY IS NOT THE RIGHT OF THE OFFERER; C).- IF THE ACQUITTAL IS DONE
BY THE ATTORNEY THE FOLLOWING FORMALITIES SHALL BE FOLLOWED: 1.- TO BE TAKEN AS
ACKNOWLEDGED THOSE POSITIONS WHERE IT IS SAID THE FACTS ARE UNKNOWN. 2.- UNDER
PROTEST TO TELL THE TRUTH, TO MANAGE WITH STRICT ATTACHMENT TO THE TRUTH AND ITS
RESPONSES TO CORRESPOND WITH THE REAL FACTS THAT IT ACKNOWLEDGES AND THE
INFORMATION GIVEN BY ITS REPRESENTATIVE. D) IF THE ACQUITTER IS OLDER THAN 65
YEARS OLD OR IF IT IS UNABLE BY ILLNESS TO APPEAR IN THE HEARING THE ARBITER,
THE SECRETARY AND THE PARTIES SHALL
17
18
ESTABLISH IN THE ADDRESS IN WHICH SUCH ACQUITTER IS IN TO PRESENT THE EVIDENCE
AND THE NEXT REQUIREMENTS SHALL COMPLY 1. RATIFY MEDICAL CERTIFICATE TO THE
ARBITER IN WHICH THE ILLNESS SHALL BE DESCRIBED AND THE REASONS WHY THE
ACQUITTER IS UNABLE TO ATTEND THE ARBITRAGE. 2. THE DOCTOR WRITING THE
CERTIFICATE SHALL REMAIN DURING THE DURATION OF THE HEARING SO HE CAN CLARIFY
ANY DOUBT RAISED FROM THE ARBITRAGE OR THE PARTIES. 3. THE MEDICAL CERTIFICATE
SHALL INCLUDE IN WRITING THE PLACE WHERE THE ACQUITTER IS CONVALESCING. 4. THE
COUNTERPART OR THE ARBITER MAY DESIGNATE ANOTHER DOCTOR TO REVIEW THE OPINION
AND ALSO TO EXAMINE THE ACQUITTER. 5. THE ARBITER SHALL HAVE FULL FACULTY TO
EXAMINE THE MEDICAL REPORTS AND SOLVE CONTROVERSIAL FINDINGS OR ACKNOWLEDGING
SUCH. 6. IN THE EVENT THAT THE ACQUITTER IS OUTSIDE MEXICO CITY, IT SHALL BE
GIVEN AN ACKNOWLEDGMENT OF THE PREVIOUSLY LEGALLY QUALIFIED PROVISIONS AND
PREVIOUSLY PRESENTED TO THE HEARING. ARTICLE 23. PROOF BY WITNESSES. OFFERING.-
WHEN OFFERING THE PROOF BY WITNESSES THE OFFERER PARTY SHALL APPOINT THE NAME
AND ADDRESS OF THE WITNESSES, THE FACTS THAT THEY HAVE ATTENDED AND THE
INTERROGATORY THAT THEY SHALL BE GIVEN. A). - THE WITNESSES AMOUNT MAY BE
DECREASED AT THE ARBITER'S DISCRETION AND IN THE EVENT THAT THE WITNESSES DID
NOT ATTEND THE HEARING, THE OFFERER SHALL COMPLY WITH THE GUARANTIES ESTABLISHED
IN THE ARTICLE 19. THE ARBITER SHALL BE THE ONE MAKING THE QUESTIONS, HE SHALL
REJECT OBSCURE, CONFUSE, NOT PRECISE, TENDENTIOUS QUESTIONS NOT RELATED WITH THE
PROCESS OR THAT SUGGEST AN ANSWER, IN THE LATTER EVENT, THE SUBJECT OF THE
SUGGESTED QUESTION SHALL NOT BE THE MOTIF OF ANOTHER QUESTION.- THE COUNTERPART
MAY IN TIME, CROSS-EXAMINE IN RELATION WITH THE DIRECT QUESTIONS AND CREDIBILITY
OF THE WITNESS, WITH THE LEGAL MOTIVES OR WITH THE MEAN BY WHICH HE ACKNOWLEDGES
THE FACTS MENTIONED BY THE OFFERER PARTY. B).- IN THE EVENT THE WITNESSES ARE
NOT BE PRESENTED BY THE OFFERER PARTY AND ONCE GRANTED THE CORRESPONDENT
DEPOSIT, THE SECRETARY SHALL MAKE THE SUMMONS ACKNOWLEDGING THAT IN THE EVENT
THE WITNESSES LIVE OUT OF MEXICO CITY. THE NOTICE MAY BE SERVED BY TELEGRAM,
WITH ACKNOWLEDGMENT OF RECEIPT AND IN THE EVENT THE WITNESS SHALL NOT BE PRESENT
AT THE HEARING, THE DAY AND TIME FOR A NEW HEARING SHALL BE APPOINTED, IF THE
OFFERER OF THE EVIDENCE GRANTS SOME MORE GUARANTIES REFERRED TO IN ARTICLE 19,
IN THE EVENT OF THE DEPOSIT NOT BEING GRANTED THIS EVIDENCE SHALL BE DISMISSED.
THE ARBITER MAY DETECT ANY OF THE DECREE MEANS THAT ARE ESTABLISHED IN THE CIVIL
PROCEDURES CODE AND FOR ITS EXECUTION, SHALL BE ASSISTED BY A COURT OF GENERAL
JURISDICTION IN MEXICO CITY, FEDERAL DISTRICT. C).- WITNESS'S ABSENCE DUE TO
ILLNESS SHALL BE SUBJECT TO THE FORMALITIES ESTABLISHED IN ARTICLE 22. ARTICLE
24.- WHENEVER NECESSARY THE PRESENCE OF ANY EXPERT PROOFS, A UNIQUE AND
UNIMPEACHABLE EXPERT SHALL BE NAMED BY THE ARBITER. THE PARTIES MAY ASK THE
EXPERT ANY CLARIFICATION THAT DEEM NEEDED ACCORDING TO ITS JUDGMENT, ONLY THE
ARBITER MAY DECREE THE PLACEMENT OF A JUDGMENT BY A DIFFERENT EXPERT WHEN THIS
MAY BE STRICTLY NECESSARY. ARTICLE 25. - THE PARTY REQUIRING THE EXPERT PROOF
SHALL COVER THE EXPERT FEES SINCE THE PROOF'S IS OFFERED, THROUGH A CASH DEPOSIT
EQUIVALENT TO 300 DAYS OF MINIMAL WAGE IN FULL FORCE IN MEXICO CITY. ARTICLE
26.- DOCUMENTARY EVIDENCE.- THE PARTIES MAY OFFER THEIR RESPECTIVE AVAILABLE
DOCUMENTS AND IN THE EVENT OF OBJECTION BY THE OTHER PARTY, THE FOLLOWING RULES
SHALL BE OBSERVED: 1.- IN THE EVENT THE DOCUMENT MADE AND SUBSCRIBED BY A THIRD
PARTY, THE PARTY PRESENTING THE DOCUMENT TO THE TRIAL SHALL BE OBLIGED TO OFFER
THE EVIDENCE IN SUPPORT OF THE PROBATIVE VALUE. 2.- IF THE EXECUTION OF THE
OBJECTING PARTY, SUCH PARTY SHALL OFFER THE GRAPHOLOGY AND GRAPHOSCOPY EXPERT
REPORT TO CLARIFY THE SIGNATURE'S ORIGIN, IN SUCH CASE THE DEPOSIT REFERRED TO
IN ARTICLE 25 SHALL BE MADE. ARTICLE 25.- THE DOCUMENTS PRESENTED BY THE PARTIES
BUT NOT AVAILABLE AT THAT MOMENT, ONLY SHALL BE ADMITTED IF THE GUARANTY
ESTABLISHED IN ARTICLE 19 IS COMPLIED. THE ARBITER SHALL REQUIRED BY MEANS OF A
FIRST INSTANCE JUDGE THE HELP REQUIRED TO ADDRESS THE AUTHORITIES OR FILES WHERE
THIS DOCUMENTS ARE SO THAT IT MAY BE PRESENTED AS EVIDENCE. ARTICLE 27. -
PRESENTING EVIDENCE.- ARBITER SHALL HAVE THE WHOLE FACULTY TO ESTABLISH THE WAY
THE EVIDENCE SHALL BE PRESENTED. ALL THE EVIDENCE THAT MAY BE NOT PRESENTED IN A
15 DAY CALENDAR TERM SHALL BE DECLARED FORFEITED DUE TO THE INTEREST OF THE
PARTIES THE CLEAR RESOLUTIONS OF THIS ARBITRAGE. THE ARBITER MAY DECREE THE
PRESENTING OF EVIDENCE DIFFERENT FROM THE ONE OFFERED BY THE PARTIES, OR, THE
WIDENING OF THE ONES OFFERED. ARTICLE 28.- APPRAISAL OF EVIDENCE.- THE ARBITER
SHALL BE SUBJECT TO THE FOLLOWING SYSTEM OF APPRAISAL OF EVIDENCE. A) SHALL BE
OF FULL PROBATIVE VALUE: THE
18
19
REPLY TO INTERROGATIVES, DOCUMENTED PUBLIC EVIDENCE, DOCUMENTS NOT DISMISSED
FROM THE PARTIES; B) SHALL HAVE THE PROBATORY VALUE THAT THE ARBITER MAY
GRANTED: REPLY TO INTERROGATIVES, EXPERT EVIDENCE, PRESUMPTIVE EVIDENCE AND ALL
THE OTHER PROBATORY MEANS THAT THE ARBITER MAY HAVE. ARTICLE 29.-ALLEGATION.-
ONCE CONCLUDED THE PRESENTING OF EVIDENCE, THE PARTIES SHALL ORALLY FORMULATE
THEIR ALLEGATION. ARTICLE 30.- ARBITER IS OBLIGED TO GIVE THE AWARD IN THE SAME
HEARING OF THE TRIAL IN THE FORESEEN EVENT IN ARTICLE 00 XXXXX "X" AND WITHIN A
TERM NO LONGER THAN 10 CALENDAR DAYS AFTER THE CONCLUSION OF THE HEARING; IN THE
EVENT OF NOT DOING SO, IT SHALL LOSE THE RIGHT TO ITS FEES, THE PLAINTIFF MAY BE
ASKED TO FORWARD THE ARBITER ACTS THAT THE PLAINTIFF MAY CHOOSE AMONG THE
DESIGNATED BY THE PARTIES. THE ARBITER WHO DOES NOT COMPLY WITH ITS OBLIGATION
SHALL BE RESPONSIBLE OF THE DAMAGES CAUSED TO THE PARTIES. ARTICLE 31.- THE
PARTIES EXPRESSLY CONVENE THAT THE WRITS, AGREEMENTS AND AWARDS GIVEN IN THE
ARBITRAGE PROCEDURE SHALL BE DEFINITE AND NO APPEAL SHALL PROCEED AGAINST THEM.
HOWEVER, THE ARBITER MAY MODIFY THE WRITS OR AGREEMENTS WHEN IT DEEMS THAT A
PROCEDURE FORMALITY HAS BEEN BREACHED. ARTICLE 32.- IN EVERY AWARD THERE SHALL
BE A SENTENCE IN COSTS WHICH INCLUDE THE ARBITER AND SECRETARY FEES AND THREE
FOLD OF THE TOTAL AMOUNT OF THOSE FIGURES IN FAVOR OF THE COUNTERPART PLUS THE
EXPENSES BROUGHT ABOUT FOR PRESENTING THE EVIDENCE. THE AMOUNT OF COSTS SHALL BE
PASSED TO THE AWARD, EXCEPT FOR A COMPLEMENTARY LIQUIDATION BEING DONE. THE
AWARD SHALL HAVE THE ORDER WITH MANDATORY EFFECT SO THAT IN THE MOMENT OF THE
EXECUTION THE PAYMENT OF THE COSTS MAY BE REQUIRED, AND IN THE EVENT OF NOT
GIVING IT, TO LAY AN EMBARGO ON ENOUGH GOODS TO WARRANT THE AMOUNT OF THE COSTS.
ARTICLE 33.- TO BE SENTENCED IN COSTS: A) THE PLAINTIFF WITH NO FAVORABLE AWARD
IN ANY OF THE CLAIMS; B).- IN ANY OTHER EVENT, TO THE DEFENDANT. ARTICLE 34.- IN
THE AWARD ALL THE FACULTIES TO THE ACTUARY IN CHARGE OF ITS EXECUTION SHALL BE
IMPLICIT, DUE TO THIS, EVEN WITHOUT PREVIOUS AUTHORIZATION MAY BREAK LOCKS, USE
OF THE POLICE POWER, PRACTICE ANY NECESSARY MEASURES TO THE SECURING OF GOODS,
ETC. ARTICLE 36 - TO THE PARTY WITH A FAVORABLE AWARD OR IN FAVOR OF WHOM IS THE
MAIN SENTENCE SHALL CORRESPOND THE FACULTY TO CHOOSE THE JUDGE IN CHARGE OF THE
AWARD EXECUTION. ARTICLE 36.- THE ARBITER AND SECRETARY SHALL BE IN THEIR
POSITION AS LONG AS REQUIRED FOR CARRYING OUT AND THE EXECUTION OF THE AWARD
OVER THE CONFLICTS SUBMITTED BY THE PARTIES HEREOF. ARTICLE 37.- THE PARTIES
EXPRESSLY SUBMIT TO ARBITRAGE LOCATED IN MEXICO CITY, FEDERAL DISTRICT, AND TO
THE LAWS OF SUCH LOCATION, RESIGNING FROM NOW ON TO THE CORRESPONDENT
JURISDICTION OF THEIR PRESENT OR FUTURE ADDRESSES. ARTICLE 38.- THE PARTIES
AGREE THAT THE FINAL AWARD JUDICIAL EXECUTION OF THE AWARD SHALL BE CARRIED OUT
BEFORE THE JUDGE IN TURN OF REAL ESTATE LEASING IN THIS MEXICO CITY, FEDERAL
DISTRICT AND IN THE NEEDED EVENT TO DRAW THE NEEDED LAWFUL REQUISITORIAL.
THIRTY SECOND.- HINDERING THE AWARD. THE PARTY THAT HINDERS OR IMPEDES IN A
DIRECT OR INDIRECT WAY OR MAKE IT DIFFICULT TO CARRY OUT OR TO COMPLY WITH THE
WARRANT AT THE TIME TO CARRY IT OUT, SHALL COMPENSATE ALL DAMAGES CAUSED TO THE
OTHER PARTY, THEREOF, BY MUTUAL AGREEMENT AGREE TO BE 90% OF THE FULL FORCE RENT
TO THE DATE THE AWARD IS ISSUED DURING THE TIME THAT THE EXECUTION SHALL TAKE
PLACE, BEGINNING THE FIRST DAY AFTER THE WARRANT IS ISSUED UNTIL THE DAY OF THE
EXECUTION OR FULFILLMENT OF THE AWARD.
THIRTY THIRD.- MODIFICATIONS. THIS INSTRUMENT INCLUDES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES. ANY MODIFICATION TO THIS INSTRUMENT SHALL BE MADE BY A
WRITTEN AMENDMENT SIGNED BY BOTH PARTIES.
THIRTY FOURTH.- ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND THEREFORE SUPERSEDES ANY AND ALL PRIOR
AGREEMENT, DISCUSSIONS OR COVENANTS AMONG THE PARTIES, JUST IN WHAT IS RELATED
TO THE MATER SUBJECT OF THIS AGREEMENT.
IN WITNESS WHEREOF, This lease is executed in Mexico City, Federal District, on
November 24th, 1997.
LESSOR LESSEE
19
20
/s/ XXXXXX XXXXXX XXXXXX /s/ XXXXXX X. XXXXXX
--------------------------------- ----------------------------------
BY: MR. XXXXXX XXXXXX XXXXXX BY: XX. XXXXXX X. XXXXXX
TRUST F/3959 OF ORIX GLOBAL COMMUNICATIONS, INC.
BANCO DEL ATLANTICO, S.A. EXECUTIVE VICEPRESIDENT
WITNESSES:
--------------------------------- ----------------------------------
NAME: BY: TECHNICAL COMMITTEE FOR
---------------------------- TRUST F/3959
XX. XXXXXX X. IBARZABAL G. AND/OR
XX. XXXXXXX XXXXXXXX XXXXXXX
20
21
EXHIBIT "B" OF THE LEASE AGREEMENT ENTERED INTO BY AND AMONG TRUST F/3950 OF
BANCO DEL ATLANTICO, S.A. REPRESENTED BY ITS TRUST DESIGNEE MR. XXXXXX XXXXXX
XXXXXX. HEREINAFTER REFEREED TO AS THE "LESSOR", AND "ORIX GLOBAL COMMUNICATIOS,
INC." "LESSEE", REPRESENTED BY XX. XXXXXX X. XXXXXX.
OFFICE SPACE INSURGENTES CENTER
TECHNICAL SPECIFICATIONS FOR OFFICE SPACES:
STRUCTURE:
o STEEL AND CONCRETE ASSEMBLED BY WASHERS, SQUARE COLUMNS AND STONE WITH FIRM
COMPRESSION.
FLOOR:
o HARD ROUGH CONCRETE FLOOR, RULED ABOVE STONE.
WALLS:
o NON-SOLID CONCRETE WALL 15 CM. WIDE WITH REGULAR FINISH.
FREE HEIGHT OF PREMISES:
o FREE HEIGHT OF PREMISES 2.44 M. (CONSIDERING FINISHED CEILINGS AND FLOORS)
o FINISHED FLOOR TO BEAM 3.10 M.
HYDRAULIC INSTALLATION:
o ALL QUADRANTS SHALL HAVE A 1/2" ENDINGS, WATER CONSUMPTION WILL BE PRORATED
WITHIN MONTHLY MAINTENANCE PAYMENT.
SANITARY INSTALLATION:
o ALL QUADRANTS SHALL HAVE A DISCHARGE OF 4" OF MELTED IRON
AIR CONDITIONING:
o A CHILLED WATER OUTLET WITH INDIVIDUAL METER PER QUADRANT PER CUSTOMER WITH
MORE THAN ONE QUADRANT.
o USE OF INDIVIDUAL EQUIPMENT.
o THIS EQUIPMENT SHALL BE PAID BY THE CUSTOMER.
o EACH PREMISES CAPACITY SHALL BE PRECISE BY A THERMAL CALCULATION FOR EACH
SPECIFIC EVENT AND THE CUSTOMER SHALL RESPECT THIS.
ELECTRICAL INSTALLATION:
o A CONNECTION WITH EMPTY EXCLUSIVE GUIDED DUCTS.
o THE ELECTRIC LOAD FOR EACH PREMISE IS OF 100 XXXXX/M2. FOR LIGHTNING AND
PLUGS WHICH IS THE OFFICE LOAD FOR THIS KIND OF DEVELOPMENT.
o IN THE EVENT THAT MORE LOAD IS REQUIRED IT MAY BE SUPPLIED FOR A REASONABLE
EXTRA COST THAT SHALL BE DISCUSS IN EACH OPPORTUNITY.
TELEPHONE INSTALLATION:
21
22
o AN EMPTY DUCT CONNECTION SHALL BE GIVEN, WITH GUIDED WIRING TO ITS IDF
(SECTION REGISTRY) AND FROM THIS TO THE MDF. IT IS LEFT WITH STRUCTURAL
WIRING (OPTIC FIBER AND COPPER) WHICH ACCEPTS VOICE AND DATA TRANSMISSIONS.
o THERE ARE 5 LINES PER QUADRANT PLANNED TO BE CONTRACTED BY THE CUSTOMER. IN
THE EVENT IT REQUIRED MORE THEY MAY BE GIVEN PRIOR NEGOTIATION.
GAS INSTALLATION:
o NO GAS OPERATED DEVICE SHALL BE KEPT IN THE OFFICE SPACE.
OFFICE CONDITIONING:
o ALL REQUIRED DOCUMENTATION SHALL BE DELIVERED BEFORE STARTING THE
CONDITIONING.
o TRIPLAY SHALL BE INSTALLED TO "WALL IN" THE ACCESS TO THE PREMISES TO
PERFECTLY DELIMIT THE WORKING AREA.
o IN GENERAL TERMS IT SHALL BE PRESENTED IN ACCORDANCE TO THE ADAPTATION AND
CONDITIONING OF OFFICE SPACE MANUAL DONE SPECIFICALLY FOR THIS.
FIRE PROTECTION SYSTEM:
o THERE IS A POSSIBILITY OF CONNECTING THE CORE DRILLING, WHICH WILL BE
CONNECTED TO THE CENTRAL SAFETY SYSTEM OF THE BUILDING.
o SMOKE DETECTORS, FIRE PROTECTION JOINTS IN THE FACADE WALL UNIONS AND
SPRAYER SYSTEM INSIDE THE OFFICE MODULE IN ACCORDANCE TO THE RULES AND
REGULATIONS FOR THE OFFICE SPACE, ALL PAID BY THE CUSTOMER ACCORDING TO THE
RULES AND REGULATIONS FOR ADAPTING SPACE OFFICE.
22
23
PLANTA OFICINAS TIPO 1C
[FLOOR PLAN]
