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FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES DRAFT OF A PUBLIC INSTRUMENT WHICH CONTAINS THE TRUST CONTRACT AND TRANSFER OF OWNERSHIP EXECUTED BY THE FOUNDER OF THE TRUST________________________; AND AS FIDUCIARY SCOTIABANK INVERLAT, STOCK COMPANY, MULTIPLE BANKING INSTITUTION SCOTIABANK INVERLAT FINANCIAL GROUP, FIDUCIARY DIVISION, REPRESENTED BY HIS FIDUCIARY DELEGATES MS. MARIA LEONOR LAVIADA ARCE AND MR. FERNANDO CRUZ SAIDEN; AND AS TRUSTEE ______________________,IN ACCORDANCE WITH THE FOLLOWING: DECLARATIONS I.- Report of the antecedent ownership of the real estate property referred to in this contract, specifying its location, and, metes and bounds, consigning the inscription information of the corresponding Public Registry of Property. II.- Transcribing the certification that the property is free of liens and unencumbered by property taxes and duties to prove that the property is free of liens and of any other limitation of ownership and be current on the payment of all fiscal obligations it may have incurred. III.- Transcribe the appraisal made over the real estate which is to be put in Trust. IV.- Transcribe the permit granted by the Secretariat of Foreign Relations to the Fiduciary for the acquisition in Trust of the real estate referred to in this contract. In view of the above, the parties are in agreement in executing the following: CLAUSES FIRST:- TRUST CHARTER.- The parties__________________________, hereinafter referred to as the Trust Founders for the purposes which will be expressed below, effect and transfer by means of an irrevocable Trust, free of all liens, with everything that in fact and in right, use and custom corresponds and will correspond to the real estate property referred to in antecedent 1 of this public instrument, with the surface area and metes and bounds stated in said Antecedent, which are herein stated verbatim , for all legal purposes, in agreement with that set forth in Articles 750, 2290, and other related parts of the CIVIL code of the Federal District and its correlation’s for the State of ________________. SECOND.- PARTIES TO THE CONTRACT.- The present Trust Contract consists of the following parties: TRUST FOUNDERS: FIDUCIARY :


TRUSTEES: THIRD.- ALTERNATE TRUSTEE.- In the case of the death of any of the Trustees, the surviving party will be the alternate trustee or beneficiary of the trust and if both parties die the Trustee substitute shall be:__________________________. Similarly, the Trust Founders authorize the Trustees to revoke the named alternate beneficiary or trustee and name a new one as often as they consider it to be convenient, with the understanding that on the death of the trustees, the last named as alternate trustee shall be irrevocable.


FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES FOURTH.- INHERITANCE.- In the event of death of the beneficiary (holder of the trustee rights), during the effectiveness of the present Trust contract, if the current trustee did not have an Alternate Trustee, the Fiduciary Bank will recognize his(her) legal heirs after following the listed procedure: A) The Probate proceeding should be carried out in his country of birth. B) Once the Trust rights have been duly awarded, according to the above paragraph, it will be necessary that the legal heirs comply with the judicial proceeding established by the Mexican laws, i.e., this should be requested by letter rogatory addressed to a Mexican Judge who will execute the pronounced sentence issued abroad. In this particular case, the Mexican Judge will resolve whether he orders or not the execution of such sentence, according to articles 604, 605 y 607 of the Code of Civil Proceedings for the Federal District (D.F.). In the event such resolution be favorable, it would be notarized before Notary Public and to be registered in the corresponding Public Register of Property and Trade. C) Once the pronounced judgement by the Mexican Judge has been notarized, the Banking Institution will be able to modify the according to the Mexican laws, its results should be also notarized before Notary Public and until that moment the contract could be modified by recognizing the rights of the new trustees, or well, trust contract, registering the new Trustees, or well: 1. If the Probate proceeding is performed in Mexico 2. The Probate proceedings should be carried out in Mexico, according to what is provided by the Mexican laws. 3. In the event that they decide this last proceeding, its resolution should be also notarized before Notary Public and until that moment the contract could be modified by recognizing the rights of the new trustees. FIFTH.- CONSIDERATION.- The transfer of the present Real Estate in Trust , described in Antecedent I, will be put into effect by the Settlors as consideration , for having received from the trustees upon the signing of the present contract the amount of $--------------------------------------------------- granting for the same reason a full receipt as provided by law, expressly renouncing all the parties their rights to any further claim. SIXTH.- TRUST PURPOSES.- The purposes of the present Trust are the following: That the Fiduciary Bank conserve the property of the Real Estate in Trust and allows the Trustees the temporary use and enjoyment thereof, in the same way that the property be used for ( THE PURPOSES WHICH CORRESPOND TO AND ARE IN AGREEMENT WITH THE PERMIT ), and to transfer to the individual or corporation, of Mexican nationality or foreign, which these last designate, when and if such persons have the legal capacity to acquire. With the capacity to rent such real estate with instructions from the Trustee, and in agreement with that which is stipulated by the permit issued by the Secretariat of Foreign Relations, such contract should be executed by the Fiduciary, and from the proceeds of which will be paid to the Fiduciary the amounts due to it for the administration of the Trust. SEVENTH.- CONTRACT MODIFICATION.- The Trust Founders reserve no rights with respect to the present Trust, from which they remain separate for all purposes, with exception of the obligations set forth in the following Clause. Meanwhile the present contract will be modifiable by mutual agreement of the Fiduciary and the Trustees, exclusively, pending meeting the legal requirements which the particular case requires.


FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES EIGHTTH.- COMPENSATION IN CASES INVOLVING EVICTION.- The Trust Founders agree to pay compensation in cases involving eviction , before the Trustees and the parties acquiring the Real Estate in Trust, and hereby authorize the Fiduciary to enforce such compensation in the terms stated from the person or persons to which the present Real Estate in Trust is transferred. When the fiduciary bank transfers the property in trust its sole signature will suffice for the enforcement of this clause so the trust founders will be obligated to such compensation. NINTH.- DURATION OF THE TRUST.- The present Trust shall have the maximum duration of (THE NUMBER OF YEARS STIPULATED IN THE PERMIT) permitted under the law, and will be extinguished for any of the reasons established under Article 392 of the General Law on Title and Credit Operations, which are compatible with the stipulations of this contract, with the exception of the reason contemplated in Section VI of the said regulations, since in this operation the Trust Founder has waived his right to revoke it. Upon the established term, the Fiduciary will proceed to transfer the Real Estate in Trust to individuals or corporations with the legal capacity to acquire it. if the Trustee so requires, receiving his or her heirs the payment corresponding to such transfer. The right referred to in the preceding paragraph may be exercised at any time prior to the expiration of the present Trust, in which case the Trustee will establish the terms and conditions of the operation receiving all the proceeds for such transfer. In the event that the Trustee should not instruct the Fiduciary as to the transfer of the Real Estate in Trust, and the renewal of the permit granted by the Secretariat of Foreign Relations for the present Trust Charter should not be granted , the Fiduciary will proceed to sell the Real Estate through a public Notary or Public auction, turning over the proceeds of such sale to the Trustee or the party that may represent his rights or upon judicial consignment of said amount in favor of the party stated. TENTH—COMMITMENTS OF THE TRUSTEE.- The Trusted is committed to: 1.- Inform the Fiduciary the accomplishment of the objective agreed in the TRUST as per the conditions ordered by the Minister of Exterior Relations. 2.- Surrender to the Fiduciary any information requested by them, within the time ordered, relative to the real estate motive of the Trust Contract. 3.- Commits himself to not divide the real estate used in the Trust, build fences, walls, wire, and other objectives that prevent the free access to the beaches and maritime zone. 4.- To cover within time the Fiduciary fees. 5.- Pay all taxes and dues pertaining the real estate given in Trust. In case of failure of any of the conditions mentioned above, and also the violation of any of the requisites granted to the Trust, the Minister of Exterior Relations can cancel the permit aside from the penalties incurred by the Trustee according to the law. ELEVENTH.- ASSIGNMENT OF RIGHTS.- In order for the Trustees to transfer, to mortgage or alienate their rights and obligations to this Trust, they must: 1.- Obtain written consent from the Fiduciary. 2.- Fulfill all formalities required by law for transfers. 3.- Pay all the Fiduciary Institutions commissions. 4.- Be up to date on payments of all taxes caused by the property 5.- Pay all taxes caused by the transaction, since both transferor and transferee are jointly liable for their payment. As long as the previously mentioned obligations are not met, all transfers shall be legally void.


FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES TWELFTH.- AGREEMENT.In observance of the conditions established by the Minister of Exterior Relations pertaining the permit granted, the trustees according to Fraction I of the 27 of the Mexican Constitution Law, will be considered as mexican relative to all the rights and mentioned in the trust and not to invoke the protection of their country. THIRTEENTH.- COSTS ATTRIBUTABLE TO TRUST AGREEMENT.- All expenses, taxes and fees caused by this agreement shall be covered by the Trustee. FOURTEENTH .- FIDUCIARY FEES.- The Fiduciary is entitled to charge the following fees: 1.- For the acceptance of the present operation, the amount of Mxp $ _____________ in lump sum at time of signature. 2.- For custody and administration of trust property, the amounts which result from applying to each Trust parcel of property the following fees: Said payments shall be made annually and in advance. 3.- The Fiduciary will base his yearly fee on the value of the Property in Trust, at the end of each year, he will reassess the value of said property and adjust his fee accordingly. For fee tabulation purposes, value of the Property in Trust will be increased automatically in equal percentage to the rise in the General Consumer Price Index published by Banco de Mexico for the year before; years will be counted using the month of January as anniversary. The Fiduciary is herein given the faculty to perform a commercial evaluation biannually on the entire Property in Trust. Such shall be charged to the Trustee. The Trustee is obligated annually during the month of January: to report under oath, any addition or modification performed on the Property in Trust which might increase its worth; the value of such changes and the total appreciated value of said Property. Should the aforementioned report not be duly presented during the month of January, the Trustee authorizes the Fiduciary to unilaterally determine the value of said Property. 4.- A sum equal to ten times the daily minimum salary in force, in the Federal District, for each operation in which the Fiduciary must sign documents other than the present. 5.- For each transfer of Trust Commissioners rights, the amount which the Fiduciary may have established for this type of operation on the day it is performed. 6.- For every modification of the present Trust contract the amount of which the fiduciary has established, for this type of operation on the day it is performed. 7.- For the granting of authorities the amount of which the fiduciary has established, for this type of operation on the day it is performed. 8.- For a change or a renewal of Notary instructions as established for the fiduciary, for this type of operation on the day it is performed . 9.- Should the Fiduciary not receive his fee on time, the debtor will incur interest on the arrears and loss of revenue, at a rate of 1.5 times the annual Average Lending Rate published by the Bank of Mexico. All Fiduciary fees are subject to Value Added Tax. Regardless of any adjustments governed by increases in value of the Property in Trust, the Fiduciary reserves the right to modify his fee every year based on the current rates paid by its clientele. 10.- All the parties involved in the payment of fees in this contract agree that in the case of late payment of his fees, the Fiduciary will have the right to full executive legal recourse on simple presentation to authorities of the Trust agreement and any unpaid bills.


FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES 11.- The property in Trust preferentially guarantees the fees accrued by the Fiduciary. FIFTEENTH.- FISCAL RESPONSIBILITIES.- Fiscal obligations or any other obligations arising from the Property in Trust shall be the responsibility of the Trustees from the signing of this Document. SIXTEENTH.- SAFEGUARDING OF PATRIMONY.- The Trust Founders and the Trustees, as warranted, will have the obligation to report any situation which could affect the present trust , as well as the obligation to designate one party who will be in charge of exercising those rights derived from the same, and who will proceed in its defense when necessary, in which case the fiduciary will not take responsibility for the actions of the designated party , its only obligation being to grant the powers and documents as needed by the designated party. When the Fiduciary receives any notification, judicial summons or any claim related to the Property in Trust, it will notify the Trust Founders or Trustees or the Representative named by them, so that they may come to the defense of the Trust Patrimony. With this notification the responsibility of the Fiduciary ceases. In case of an emergency, the Fiduciary may perform those acts which are indispensable to the conserving of the Trust funds or any rights derived from the same, without prejudice to the authority corresponding to the representative referred to in the above paragraph. SEVENTEENTH- LEGAL LIMITATIONS.- The Fiduciary has explicitly instructed all parties on the content and legal force in Clause B of Paragraph XIX of Article 106 of the Credit Institutions Law, which precisely states: ARTICLE 106.- Credit Institutions are prohibited from doing any transactions referred to in paragraph XV of Article 46 of this Law. B).- To answer to mandating Trust Founders or Trust establishers for the lack payment of creditors for the credits granted to them or the credit institutions, for the accrued amounts, except for the amounts for which it is at fault according to that set forth in article 356 of the General Law of Credit Operations and Titles or to guarantee payment of the income such investments may represent. If upon expiration of the Trust , mandate or Commission created for the purpose of granting credits, such credits have not been paid by the debtors, the Institution should transfer these to the Trust Founders or Trustees as the case may be, or to the Mandatory or Commission without covering its value. Any agreement contrary to that set forth in the preceding paragraphs will be legally void. In the Trust contracts, the mandate or commission , the above paragraphs contained herein will be prominently inserted and a Fiduciary declaration to the effect that it be known that the contents of the above will be known in entirety to those parties that have received goods for investment purposes. EIGHTEENTH.- DOMICILES.- For the purposes of this contract , the domiciles of these parties are as follows: TRUST FOUNDER: FIDUCIARY: TRUSTEE:


FORMATO DE CONTRATO DE FIDEICOMISO EN INGLES NINETEENTH.- JURISDICTION AND COMPETENCE.- For the interpretation and enforcement of this contract, all parties expressly submit themselves to the Laws and Tribunals of the City of Merida, Yucatan, or Mexico City D.F.