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Exhibit De las Torres No. Such Leased Property grants to the Lessee the right to use one hundred and forty seven park spaces and 5 drive in doors within the Land and Building and an asphalt automobile parking lot on the South Parking Lot, which will be considered as part of the Leased Property for all purposes of this agreement.

Its principal is a corporation duly incorporated and legally existing pursuant to the laws of Mexico, as evidenced by public deed number 89, dated December ,. Its legal representative has the necessary authority and powers to execute this Lease and bind his principal under the terms and conditions hereby agreed, as evidenced by public deed number 89, dated December 17, , granted before Mr. Eduardo Romero Ramos, Notary Public number 4 of Distrito de Bravos, State of Chihuahua; and that as of this date such authority and powers have not been revoked, modified or limited in any manner whatsoever.

The execution of this Lease is free from any error, violence, bad faith, duress nor any other consensual defect that may affect the validity of this Lease; and. Subject to the terms and conditions set forth herein, Lessor hereby leases and grants the temporary use and possession of the Leased Property to Lessee, and Lessee hereby leases and accepts from Lessor, the temporary use and possession of the Leased Property in the current physical, legal and environmental condition as-is where-is condition , with all its faults, if any, together with all easements and rights of way appurtenant thereto.

Therefore, Lessor makes no representation or guarantee to Lessee regarding the current condition of the Leased Property, except for hidden defects and environmental representations contained herein. Beneficial Occupancy.

On the Beneficial Occupancy Date the Lessee shall have the right to enter in the Leased Property to commence installation of equipment or similar purposes, and Lessee agrees not to alter the works performed by Lessor. The Parties agree that upon de Beneficial Occupancy Date all the terms and provisions of this Lease shall be in fully force and effect, except the payment of the rent which shall commence and become enforceable on the date agreed by the Parties I accordance with the Clause Fifth hereof.

Entrega Substancial. Lessor shall carry out the completion of the Punch List Items immediately to have them completed within the following 30 thirty calendar days from the. Substantial Completion Date. The Parties hereto agree that Lessor will be entitled to extend the working schedule for the termination of the Leased Property for one 1 working day for every Delay Day.

The Parties hereto agree that they will conduct their best efforts in order to modify the work schedule to meet the new dates. Extensions to the Lease Term. Each option to extend shall be exercised by Lessee, by means of a written notice delivered to Lessor, as provided hereunder for notices, with at least one hundred and eighty days prior to the termination date of the then term of the Lease.

The Lease Price as such term is defined below applicable for any extension period hereunder shall be increased as provided herein. The parties shall execute an agreement to formalize the extension of the Lease Term. Upon payment of the any installment of the Lease Price by Lessee, the Lessor must deliver the corresponding official invoice to Lessee in compliance with all Mexican tax requirements. Upon de first anniversary of the Lease Term, and annually thereafter including any extensions thereof, the Lease Price shall increase in accordance with the increase of the Consumer Price Index of the United States of America during the immediately preceding 12 twelve months.

The Parties hereby agree that in no event, Lessee may withhold or set off the Lease Price or any other amount payable to Lessor under this Lease. Lessee hereby waives any right under federal or local laws to request the reduction of the Lease Price for any reason whatsoever, except asset forth in Clause Fourteenth item b of this Lease.

The Parties agree that during the first two 2 months counted from the date of execution hereof, the Lessee may request the Lessor in writing an upgrade of the domestic water tank of 16, gallons and the five 5 horse power pump mentioned in Clause Seventh, item a , ii of this Lease, to a new tank of 60, gallons and the same five 5 horse power pump, and Lessor shall supply rights to source for 0.

The Parties shall execute an amendment agreement to formalize the corresponding agreements. The Parties agree that in the event Lessee request the Lessor the upgrade of the domestic water tank and pump and the supplying of rights to source for 0.

Depending on the scope changes, Lessor may charge or credit as applicable in the Lease Price the resulting effect for the change orders requested by the Lessee. At the expiration of the Lease Term, and even after Lessee has vacated the Leased Property and Lessor has receipt the Leased Property, Lessee shall deliver to Lessor a non debt certificate issued by the public utilities companies for each utility in the Leased Property and, once Lessee has complied with all its obligations hereunder, Lessor shall return the Security Deposit to Lessee, or so much thereof as has not been used by Lessor, to pay debts of Lessee, without payment of interest to Lessee, within a term not to exceed 10 ten business days, as of the date in which Lessee delivered the non-indebtedness letters of utilities to Lessor.

The Parties agree that in the event of assignment of the Letter of Credit by Lessor, Lessor shall deliver notice to Lessee with at least 30 thirty days in advance. Lessor acknowledges that the Building has the feasibility of all infrastructure and necessary installations to connect the Building to all utilities,. Said installations shall serve the Building and the utilities shall be metered separately. Electrical Power. Domestic Water. At the end of the initial lease Term, or any extension option thereto as applicable, Lessee agrees to return the rights and use to Lessor of all the rights and use for power KVAs , water and other public utilities applicable to the Leased Property at its own cost and expense, to the extent they were provided by Lessor to Lessee, and agrees to execute any such document as may be reasonably requested by Lessor or any of the public utility companies to return the rights and use of said public utilities.

Lessor shall not have any type of liability before Lessee or any third party in case any of the utility services companies fail to. Las Partes acuerdan lo siguiente:. The Parties agree the following:. Lessee shall have the right to benefit from any and all warranties or guaranties from any manufacturer or service company with respect to the Building, the Leased Property or equipment therein.

The Parties specifically agree that:. El Arrendatario se obliga a reembolsar al Arrendador el monto que cubra las primas de los seguros y cualquier deducible o co-aseguro de las mismas. Lessee shall reimburse to Lessor the premium of the insurance and any deductibles and coinsurance thereof.

Insurance required in this Clause shall be issued by companies duly licensed to carry out business in Mexico chosen by Lessor. All insurance policies herein required, shall name Lessor, and Lessee as the insured, to the extent of their interests in the Leased Property. All policies of insurance herein provided for shall contain standard mortgage clauses in favor of the holders of mortgages on the Leased Property.

Each insurance policy, or certificate thereof, issued pursuant to this Clause, shall contain an agreement by the insurer that such policy shall not be canceled without giving written notice to Lessor and Lessee at least 30 thirty days prior to the cancellation and stating that any loss payable to Lessor to the extent of its interests in the Leased Property under any such policy shall be payable, notwithstanding any act or negligence of Lessee. All insurance money paid on account of such damage or destruction, less the actual cost, fees and expenses, if any, incurred in connection with claim.

As from the Beneficial Occupancy Date, Lessee will be responsible to pay all the triple net cost and expenses NNN and operating expenses on the entire leasable area of the Leased Property. Except as provided in other provisions of this Lease, each party shall be responsible for its own expenses and those of its agents, auditors, attorneys and consultants incurred in connection with this Lease. The Parties hereof expressly state that the brokerage fee derived from this transaction and payable to CBRE, shall be paid under the terms agreed to in the brokerage services agreement executed separately by the corresponding parties.

Lessee shall use the Leased Property for general offices, warehouse, assembly, manufacturing, processing, packaging, production, stamping, services, repair, engineering, sales, product demonstration, training of employees, ancillary storage, parking of cars and all other uses incidental or related to manufacturing operations, equipment or supplies or any type of assembly or fabrication, warehouse and office facility or any other activity related to the commercial activities of Lessee in accordance with the Land Use applicable to the Leased Property under the corresponding Zoning Plan in effect at the corresponding Municipality, City and State.

Heavy industrial or heavy chemical activities are prohibited in the Leased Property. Such activities shall be carried out at the sole and exclusive responsibility of Lessee. Lessee shall be also obliged to have and maintain the required and necessary installations for the storage of such hazardous materials, same which shall comply with the above regulations and the Intermex Restrictions, including but not limited to the park regulations of the Industrial Parke where the Leased Property is located.

Lessor shall provide Lessee with a written notice related to any change or modification to the Restrictions. In all cases, Lessee shall conduct its activities on the Leased Property in strict compliance with all applicable Federal, State and Municipal laws, regulations and Mexican Official Standards, including but not limited those related to zoning, environmental protection, health and safety, and civil protection. El Arrendatario por este medio se obliga a obtener los permisos, licencias y autorizaciones requeridas bajo las leyes y reglamentos aplicables para llevar a cabo sus actividades en la Propiedad Arrendada.

Lessee hereby obliges itself to obtain all the permits, licenses and authorizations required under applicable laws and regulations for carrying out its activities at the Leased Property. Upon termination of the Lease, all permanent improvements made to the Leased Property by Lessee shall form part of the Leased Property with no cost to Lessor.

The liabilities of Lessor and Lessee shall be regulated by the following provisions:. Lessor or Lessee, respectively, shall be liable for damages to the Leased Property or any other detriment caused by their own fault or negligence, attributable to it or to their agents, employees, visitors or any other related person.

In the event that the Leased Property is partially or completely damaged or destroyed for a cause attributable to Lessor, and such damage or destruction prevents Lessee from the use of the. Except for such abatement, as may be possible, considering the damage, all other obligations of Lessee hereunder shall be performed by Lessee, and Lessee shall have no claim against Lessor for any damage or other detriment suffered by reason of any such destruction, damage, repair or restoration.

If Lessee is prevented from using the Building which is part of the Leased Property or to such an extent that Lessee may not use it for the purposes attributable to Lessor, then no lease payments shall be paid during the time that the Building is not usable.

If the Leased Property is damaged or destroyed by any cause attributable to Lessor, Lessor agrees to restore the Leased Property in order that Lessee can use it for the purposes stated in this Lease. In such case, this Lease shall terminate without further responsibility to the Parties within 30 thirty days after written notice of the damage is delivered either to Lessor or Lessee by the other party.

In the event the Parties do not agree in the Lease Price deduction in the terms of this Clause, each party shall designate an expert, and if both experts disagree, the experts will designate a third expert.

The resolution of the majority of the experts shall be final and binding upon the Parties. If the Parties agree on designating only one expert, his decision shall be final and binding upon the Parties. Both Parties agree to comply with all applicable laws, rules, and regulations, as well as governmental requirements and orders regarding this Lease and the use of the Leased Property. Asimismo, toda la.

Lessee declares and acknowledges that all labor responsibilities regarding the use of the Leased Property will be the sole and exclusive responsibility of the Lessee, including without limitation, indemnification to all personnel of the Lessee or the company using the Leased Property, whether unionized or not, confidential, temporary or other, payment of fees to the Mexican Social Security Institute, payment of federal, state or municipal taxes, payment of union fees and any other cost or fee that could derive from the working relationship.

Lessee shall be responsible for any glass breakage in the Leased Property, unless it is caused by Lessor. Contenidos, Materia Prima v Mejoras del Arrendatario. Maintain the insurance policies as agreed herein, and reimburse to Lessor payment of the insurance premiums as required hereunder. Cumplir con las Restricciones y con cualesquier otra ley, reglamento, reglas o normas administrativas relacionadas con la Propiedad Arrendada.

Comply with the Restrictions and with any other laws, regulations, rules or administrative orders relating to the Leased Property. In the event Lessor fails to perform any covenant required to be performed by Lessor under this Lease and such failure shall continue unremedied or uncorrected for a period of 30 thirty days after notice to Lessor, or, in the case of a default which cannot with due diligence be cured within 30 thirty days, Lessor fails to commence such cure promptly within such 30 thirty day-period and thereafter diligently prosecute such cure to completion, Lessee may pursue any remedies available to Lessee as hereinafter provided.

Upon the occurrence of an Event of Default or, after the passage of any applicable grace or cure period, the non-defaulting party shall have the right to pursue any remedies available to it under applicable laws including, without limitation, the right of specific performance or payment of damages to the extent permitted by such laws.

In such case and notwithstanding any such rescission, the party terminating this Lease shall retain and does not waive its rights to pursue any and all claims it may have against the defaulting party on account of such default. If an Event of Default of Lessee occurs, and for any reason this Lease shall be terminated due to such Event of Default of Lessee, Lessee shall pay Lessor as penalty an amount equal to the outstanding balance of the Lease Price and all operating expenses triple net cost , plus any termination costs and expenses.

All reasonable sums paid by Lessor and all reasonable costs and expenses incurred by Lessor in connection with the performance of any such obligation of Lessee, shall be payable by Lessee to Lessor within 30 thirty days after receiving written notice.

All reasonable sums paid by Lessee and all reasonable costs and expenses incurred by Lessee in connection with the performance of any such obligation of Lessor shall be payable by Lessor to Lessee within 30 thirty days after receiving written notice.

Lessor is solely responsible for the environmental conditions of the Leased Property that occur as a result of any and all events prior to the Substantial Completion Date. Lessee commits, from the Delivery Date and thereafter during the whole Initial Term of the Lease and any extensions thereto as applicable, to maintain the Leased Property in a manner which is compliant with Environmental Law, free of, and will not be subject to, any spill, accident of ecological nature or final disposal or recycling of any substance, material or waste, including without limitation, those deemed hazardous under, or not permitted under the terms of the Environmental Law, its regulations or the applicable Mexican official norms.

In the event of an environmental accident occurred, the Lessee shall provide timely written notice to Lessor and the environmental authorities as required. If soil contamination occurs on the Leased Property after the date of delivery to Lessee of the Leased Property, Lessee shall deliver written notice to Lessor, and also if required by Environmental Law, Lessee shall provide written notice to the environmental governmental authorities.

Lessee shall provide a copy to Lessor of the notice filed with environmental governmental authorities in case it was required by the Environmental Law. Lessee shall provide a copy of the soil remediation plan, in case of soil contamination.

Lessee will. Lessee shall provide to Lessor copy of the in-site contamination insurance policy that the environmental authorities request in accordance with the Environmental Law, within the following three 3 days as of the filing of said in-site contamination insurance policy before the corresponding environmental authorities. In the event of soil contamination generated in the Leased Property during the Initial Lease Term and during any extension thereof, Lessee shall have the obligation to clean, remedy and restore such situation at its own cost, and indemnify Lessor for any damages caused to Lessor, any third party, or the environmental authorities, as the case may be.

After such cleaning and restoration, Lessee shall obtain the opinion from a mutually agreed Mexican accredited laboratory in order to validate that the Leased Property is in compliance with Environmental Law. Additionally to any other requirement under this Lease, within 15 fifteen days prior to the termination or expiration of this Lease, Lessee shall conduct and deliver to Lessor and the environmental authorities, at its own cost and expense, the Aviso de Cierre de Instalaciones Facility Shutdown Notice.

Lessee shall provide to Lessor, copy of any and all the documents and information related to the submitting of the Aviso de Cierre de Instalaciones. In the event of any occurrence in the Leased Property after the Delivery Date, Lessee agrees and binds itself to: 1. Perform the necessary activities to remove immediately from the Leased Property all contaminated materials, waste, equipment and machinery implementing within 24 hours the necessary measures to control and contain the contamination event and provide a complete remediation plan within the following five 5 calendar days.

Perform at its own cost, the environmental studies and soil tests necessary to evaluate the environmental impact of the occurrence in the Leased Property, as well as the necessary cleaning and remediation actions, which shall be performed by a company previously authorized by Lessor and Lessee, and under their supervision.


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