##### 



Exhibit 10.18
 Sale-Purchase Agreement
(HQ Office Building)
 Between
 BANCO SANTANDER PUERTO RICO, as Seller
 And
 Corporación Hato Rey Uno, as Purchaser
 Dated as of December 20, 2007




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TABLE OF CONTENTS
 Page1.
    
    SALE OF PREMISES
    
    
    12.
    
    PURCHASE PRICE
    
    
    23.
    
    APPORTIONMENTS
    
    
    34.
    
    CLOSING DATE
    
    
    45.
    
    PERMITTED ENCUMBRANCES
    
    
    46.
    
    [INTENTIONALLY DELETED]
    
    
    47.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    48.
    
    TRANSFER TAXES AND CLOSING COSTS
    
    
    69.
    
    CONDITIONS PRECEDENT TO CLOSING
    
    
    610.
    
    DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
    
    
    811.
    
    DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
    
    
    912.
    
    OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE
    
    
    1013.
    
    POST-CLOSING COVENANTS
    
    
    1114.
    
    AS-IS
    
    
    1315.
    
    BROKER
    
    
    1516.
    
    CASUALTY; CONDEMNATION
    
    
    1617.
    
    REMEDIES
    
    
    1718.
    
    PURCHASERS ACCESS TO THE PREMISES
    
    
    1819.
    
    PURCHASERS INDEMNITY
    
    
    1820.
    
    DOWNPAYMENT
    
    
    1921.
    
    ASSIGNMENT
    
    
    1922.
    
    ACCESS TO RECORDS
    
    
    1923.
    
    NOTICES
    
    
    2024.
    
    PROPERTY INFORMATION AND CONFIDENTIALITY
    
    
    2125.
    
    MISCELLANEOUS
    
    
    22
 LIST OF SCHEDULES
 
 LIST OF EXHIBITS
 
 i




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TABLE OF DEFINED TERMS
  Agreement
 Basic Sale Terms
 Bill of Sale
 Broker
 Buildings
 Change of Control
 Closing
 Closing Date
 Control Group
 Deed of Easement
 Deed of Lease
 Deed of Sale
 Downpayment
 Election Notice
 Election Period
 First Refusal Purchase Price
 First Refusal Right
 Initial Period
 Investigations
 Land
 Laws




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License Assignment
 Licenses
 Notice of Objection
 Offer Expiration Date
 Offered Assets
 Option Agreement
 Parking Building
 Parking Lease
 Parking Spaces
 Permitted Encumbrances
 Personal Property
 Premises
 Property Information
 Purchase Price
 Purchaser
 Purchasers Documents
 Purchasers Representatives
 Quisqueya
 Quisqueya Parcel
 Sale Notice
 Seller
 Sellers Affiliates
 Sellers Documents
 ii




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Transferor
 iii




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SALE -PURCHASE AGREEMENT  (HQ Office Building)
 th
 WITNESSETH
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. SALE OF PREMISES
 Schedule 1 Schedule 1 Section 13(a)
 Section 1(a) Schedule 2




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2. PURCHASE PRICE
 precio alzado
 (i)
    
    SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) (the
Downpayment), simultaneously with the execution and delivery of this
Agreement, by a bank wire transfer of immediately available funds to an account
of Seller. The Downpayment shall be held and disbursed by Seller in accordance
with the terms of Section 20. If the Closing shall occur, Seller shall
be entitled to receive the Downpayment; and(ii)
    
    THIRTY SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($36,250,000.00) at the Closing by bank wire transfer of immediately available
funds to Sellers account or to the account or accounts of such other party or
parties as may be designated by Seller on or before the Closing Date.
  Property
    
    AllocationPremises (other than Parking Spaces)
    
    $31,500,000Parking Spaces
    
    $5,500,000($27,500 per Parking Space)
 2




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de minimus
         3. APPORTIONMENTS
  (i)
    
    Real property taxes, if any, on the basis of the actual number
days in the fiscal year during which the Closing Date occurs, and Seller shall
be liable for the period on and before the Closing Date, and Purchaser shall be
liable for the period after the Closing Date;(ii)
    
    Any prepaid items, including, without limitation, fees for
licenses which are transferred to Purchaser at the Closing and annual permit
and inspection fees; and(iii)
    
    Such other items as are customarily apportioned between
sellers and purchasers of real properties of a type similar to the Premises and
located in San Juan, Puerto Rico.
 Section 3
 3




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4. CLOSING DATE
 5. PERMITTED ENCUMBRANCES Schedule 3
 6. [INTENTIONALLY DELETED]
 7. REPRESENTATIONS AND WARRANTIES
  (1)
    
    Seller is a duly formed and validly existing
banking corporation under the laws of the Commonwealth of Puerto Rico.(2)
    
    Seller has the full legal right, power and
authority to execute and deliver this Agreement and all documents now
or hereafter to be executed by Seller pursuant to this Agreement
(collectively, Sellers Documents), to consummate the transaction
contemplated hereby, and to perform its obligations hereunder and under
Sellers Documents.(3)
    
    This Agreement and Sellers Documents do not
and will not contravene any provision of the certificate of
incorporation or the by-laws of Seller, any judgment, order, decree,
writ or injunction issued against Seller, or any provision of any laws
or governmental ordinances, rules, regulations, orders or requirements
(collectively, Laws) applicable to Seller. The consummation of the
transactions contemplated hereby will not result in a breach or
constitute a default or event of default by Seller under any agreement
to which Seller or any of its assets are subject or bound and will not
result in a violation of any Laws applicable to Seller.(4)
    
    To Sellers knowledge, as of the date hereof,
there are no pending actions, suits, proceedings or investigations to
which Seller is a party before any court or other governmental
authority which may have an
 4




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adverse impact on the Premises or the
transaction contemplated hereby.(5)
    
    To Sellers knowledge, as of the date hereof,
the Land and the Building are in compliance with all Laws applicable to
Seller, as in effect on the date hereof, concerning pollution and
protection of the environment, including clean up of hazardous
materials, except for such non compliance as would not have a material
adverse effect on the physical condition of the Land and the Building
taken as a whole.(6)
    
    Seller is the owner in fee simple (pleno
dominio) of the Land and the Building, subject to no liens,
encumbrances or rights of third parties, except for the Permitted
Encumbrances.
 (ii)
    
    The representations and warranties of Seller set forth in
Section 7(a)(i) and elsewhere in this Agreement shall be true, accurate
and correct in all material respects upon the execution of this Agreement and
shall be deemed to be repeated on and as of the Closing Date (except as they
relate only to an earlier date). The representations and warranties (whether
express or implied) of Seller set forth in Section 7(a)(i) and
elsewhere in this Agreement, and/or the Sellers Documents (including, without
limitation, the Deed of Sale and the Deed of Lease) shall expire on the Closing
Date, and no action or claim based thereon shall be commenced after the Closing
Date, except that the representations and warranties of Seller in Section
7(a)(i)(6) regarding title to the Land and the Building shall survive the
Closing Date and that the representations and warranties of Seller in the Deed
of Lease shall survive for the terms specified therein.
  (1)
    
    Purchaser is a duly formed and validly existing
corporation under the laws of the Commonwealth of Puerto Rico and is
qualified under the laws of the Commonwealth of Puerto Rico to conduct
business therein on the Closing Date.(2)
    
    Purchaser has the full legal right, power,
authority and financial ability to execute and deliver this Agreement
and all documents now or hereafter to be executed by it pursuant to
this Agreement (collectively, the Purchasers Documents), to
consummate the transactions contemplated hereby, and to perform its
obligations hereunder and under Purchasers Documents.(3)
    
    This Agreement and Purchasers Documents do not
and will not contravene any provision of the organizational or
governing documents of Purchaser, any judgment, order, decree, writ or
 5




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injunction issued against Purchaser, or any provision of any Laws
applicable to Purchaser. The consummation of the transactions
contemplated hereby will not result in a breach or constitute a default
or event of default by Purchaser under any agreement to which Purchaser
or any of its assets are subject or bound and will not result in a
violation of any laws applicable to Purchaser.(4)
    
    There are no pending actions, suits,
proceedings or investigations to which Purchaser is a party before any
court or other governmental authority which may have an adverse impact
on the transactions contemplated hereby.
 (ii)
    
    The representations and warranties of Purchaser set forth in
Section 7(b)(i)and elsewhere in this Agreement shall be true, accurate
and correct in all material respects upon the execution of this Agreement,
shall be deemed to be repeated on and as of the Closing Date (except as they
relate only to an earlier date) and shall expire on the Closing Date, except
that the representations and warranties of the Seller in the Deed of Lease and
in the Deed of Easement shall survive for the terms specified therein.
 8. TRANSFER TAXES AND CLOSING COSTS
   9. CONDITIONS PRECEDENT TO CLOSING
 Section 9(c)
 6




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(i)
    
    The representations and warranties of Seller contained herein
shall be true, accurate and correct in all material respects as of the Closing
Date except to the extent they relate only to an earlier date;(ii)
    
    Seller shall be ready, willing and able to deliver title to the
Premises (other than the Parking Spaces, which will be transferred to Purchaser
in accordance with Section 13(a)) in accordance with the terms and
conditions of this Agreement; and(iii)
    
    Seller shall have delivered all the documents and other items
required pursuant to Section 10, and shall have performed all other
covenants, undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by the Seller at or
prior to the Closing.
 Section 13(a) Section 9(c)
 (i)
    
    The representations and warranties of Purchaser contained
herein shall be true, accurate and correct in all material respects as of the
Closing Date, except to the extent that they relate to an earlier date;(ii)
    
    Purchaser shall have delivered the funds required hereunder and
all the documents to be executed by Purchaser set forth in Section 11
and shall have performed all other covenants, undertakings and obligations, and
complied with all conditions required by this Agreement to be performed or
complied with by Purchaser at or prior to the Closing;(iii)
    
    All consents and approvals of governmental authorities and
parties to agreements to which Purchaser is a party or by which Purchasers
assets are bound that are required with respect to the consummation of the
transactions contemplated by this Agreement shall have been obtained and copies
thereof shall have been delivered to Seller at or prior to the Closing;(iv)
    
    On or prior to the Closing Date, (A) Purchaser shall not have
applied for or consented to the appointment of a receiver, trustee or
liquidator for itself or any of its assets unless the same shall have been
discharged prior to the Closing Date, and no such receiver, liquidator or
trustee shall have otherwise been appointed, unless same shall have been
discharged prior to the Closing Date, (B) Purchaser shall not have admitted in
writing an inability to pay its debts as they mature, (C) Purchaser shall not
have made a general assignment for the benefit of creditors, (D) Purchaser
shall not have been adjudicated a bankrupt or insolvent, or had a petition for
reorganization granted with
 7




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respect to Purchaser, (E) Purchaser shall not have
filed a voluntary petition seeking reorganization or an arrangement with
creditors or taken advantage of any bankruptcy, reorganization, insolvency,
readjustment or debt, dissolution or liquidation law or statute, or filed an
answer admitting the material allegations of a petition filed against it in any
proceedings under any such law, or had any petition filed against it in any
proceeding under any of the foregoing laws unless the same shall have been
dismissed, canceled or terminated prior to the Closing Date; and(v)
    
    Purchaser shall have delivered the funds required under the
Sale-Purchase Agreement also dated as of December 20, 2007 between the Seller
and the Purchaser regarding the sale of the real properties recorded at page
261 of volume 1295 of Río Piedras Norte, property number 35,972 and all of the
documents to be executed by the Purchaser under said Sale-Purchase Agreement.
 Section 9(a) (b) Section 9(a) Section
24(d) Section 9(c) Section 9(a) (b)
 10. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
 Exhibit A
 Exhibit B
 Exhibit C
 8




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Exhibit D
     11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
 Section
2(a)(ii)
     Exhibit E
  9




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12. OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE Section 12(b)
 10




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13. POST-CLOSING COVENANTS .
 Parking Spaces folio tomo Section 2 Exhibit A Section 8(a)
 Right of First Refusal bona fide bona fide
 11




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(i)
    
    Transferor shall give written notice (the Sale Notice) to
Seller setting forth the proposed purchase price (the First Refusal Purchase
Price) and the Basic Sale Terms for the Offered Asset set forth in the bona
fideoffer.(ii)
    
    Seller shall have thirty (30) days (the Election Period)
after the delivery by Transferor to Seller of the Sale Notice to elect to
exercise the First Refusal Right with respect to the Offered Asset (such
election to be made, if at all, by giving written notice of Sellers election
to exercise the First Refusal Right (the Exercise Notice) to Transferor
within the Election Period).(iii)
    
    If Seller fails to exercise the First Refusal Right, within
the Election Period, then, Seller shall have no further right to purchase the
Offered Asset, except as may be expressly provided for below in this clause
(iii), and Transferor shall have the right to enter into an agreement to sell,
and to sell, the Offered Asset to a third party at any time or times during a
two hundred and forty (240)-day period (the Initial Period) that commences on
the earlier of (x) the first day after the Election Period expires and (y) the
date on which Seller notifies Transferor that Seller will not be exercising the
First Refusal Right, for an aggregate consideration which is not less than 98%
of the First Refusal Purchase Price (excluding any customary pro-rations to
such consideration determined and effectuated as of the date of the closing of
the sale of the Offered Asset, transfer taxes and other closing costs or any
brokerage commissions that would actually be payable to any third-party
broker), and on Basic Sale Terms which when considered as a whole, are at least
as favorable to Seller as the Basic Sale Terms contained in the Sale Notice.
If such an agreement for a sale of the Offered Asset to a third party in
accordance with the preceding sentence is not entered into within the Initial
Period, then the First Refusal Right will apply to any sale of all or part of
the Offered Asset occurring subsequent to the Initial Period. Furthermore, if
an agreement is executed during the Initial Period but the closing under such
agreement does not occur within two hundred and forty (240) days after the end
of the Initial Period, the First Refusal Right will apply to any sale of the
Offered Asset occurring after such two hundred and forty (240)-day period.(iv)
    
    If Seller exercises the First Refusal Right within the Election
Period, then such exercise shall be deemed to create a contract between Seller,
on one hand, and Transferor, on the other hand, pursuant to which Seller agrees
to acquire and Transferor agrees to sell the Offered Asset for the First
Refusal Purchase Price and on the Basic Sale Terms, except that the closing
date for such sale shall be the later of (x) the closing date set forth in the
Sale Notice,
and (y) the date which is sixty (60) days after the making of such election
 12




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(which date may be extended by an additional period of time not to exceed
thirty (30) days if necessary to consummate financing for the purchase), and
on the closing date, Transferor shall execute such public deeds and
instruments of transfer as are customarily executed and reasonably requested
to evidence and consummate the transfer of the Offered Assets to Seller.(v)
    
    Each party shall bear its own legal fees and expenses and
Transferor and Seller (in the case of a sale pursuant to clause (d) above)
shall each indemnify the other against claims for brokers fees and
commissions. Unless otherwise provided in the Sale Notice, in the case of a
sale of all or part of the Premises to Seller under this Section 13(b),
Purchaser shall select the notary public and shall pay the cost of all notarial
tariffs and internal revenue, notarial and legal assistance stamps required for
the original of the deed transferring title of the Offered Premises to Seller,
and Seller shall pay for the cost of all internal revenue, notarial and legal
assistance stamps required for the first certified copy of such deed and all
stamps and vouchers and all other costs relating to the recordation of such
certified copy in the Registry of Property.(vi)
    
    Seller and Purchaser agree that this Section 13(b)shall be included and form part of the Deed of Lease and the Parking Lease
and be recorded in the Registry of Property as a real property right of first
refusal (derecho de tanteo) with respect to the Premises.(vii)
    
    As used herein, Basic Sale Terms means sale commissions, the
amount of cash payable by the purchaser at the closing, and any other material
economic, price-related terms of the proposed sale; Change of Control means
that the members of the Control Group cease, in the aggregate, to (i) own less
than 51% of the direct or indirect ownership interest in the Purchaser, or (ii)
have the sole and absolute right and power to direct or cause the direction of
the management and policies of the Purchaser, whether by contract or otherwise;
and Control Group means, collectively, Jacobo Ortiz Murias, Basilio Dávila,
Mario Oronoz and Matías Fernández Guillermety, and their respective legal
heirs.
 Section 13
 14. AS-IS
  13




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= Section 7(a) Section 15
   14




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Section 24
   Section 14
 15. BROKER
 15




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Section 15
 16. CASUALTY; CONDEMNATION
 Casualty Section 16(d)
 Condemnation Section 16(d)
 16




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Section 16(a) Section 16(b) Section 16(a) Section 16(b)
 Section 16(a) 16(b) Section 24(d)
 17. REMEDIES
 Section 24(d) Section
17(a)
   17




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Section
24(d) Section 17(c)
 18. PURCHASER=S ACCESS TO THE PREMISES
  Section 18
 Section 18
 19. PURCHASER=S INDEMNITY
 18




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Section 19
 20. DOWNPAYMENT
  (i)
    
    To Purchaser, without interest, if Seller has not executed a
counterpart of this Agreement and delivered same to Purchaser on or before
December 20, 2007 (the Offer Expiration Date);(ii)
    
    To Seller, simultaneously upon completion of the Closing;(iii)
    
    To Seller, in the event that (A) Purchaser has defaulted under
this Agreement, or (B) this Agreement has been otherwise terminated or
canceled, and Seller is thereby entitled to receive the Downpayment pursuant to
the terms of this Agreement; or(iv)
    
    To Purchaser, without interest, in the event that (A) Seller
has defaulted under this Agreement, or (B) this Agreement has been otherwise
terminated or canceled, and Purchaser is thereby entitled to receive the
Downpayment pursuant to the terms of this Agreement.
   21. ASSIGNMENT provided however
 22. ACCESS TO RECORDS
 19




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23. NOTICES
   
  th
  
  
 Section 23 Section 23
 20




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24. PROPERTY INFORMATION AND CONFIDENTIALITY
 Section 24 Section 14(d) Section 24 Section 14(d) Exhibit
F Section 24(a)
 Section 24(a)
 Section 24
 Section 24(e)
 21




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Section
24
 Section 24
 25. MISCELLANEOUS
     22




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Section 25(e) Section 25(e)
      23




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Section 24(d)
 SELLER AND PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND
IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY
MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED
AND DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO RESCIND OR CANCEL
THIS AGREEMENT ON THE GROUNDS THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR
VOIDABLE).
 [Signature Page Follows]
 24




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BANCO SANTANDER PUERTO RICO,
SellerBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentBy:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Executive Vice PresidentCORPORACIÓN HATO REY UNO,PurchaserBy:Name:
    Jacobo Ortiz MuriasTitle:
    President 25




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SCHEDULE 1
 DESCRIPTION OF THE LAND
  folio tomo folio tomo tomo folio tomo
 Sch. 1-1




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SCHEDULE 2
 EXCLUDED PERSONAL PROPERTY
 1.
    
    All signs and logos of Santander attached to the Building.2.
    
    All equipment, furniture and fixtures in the Building, other than the fixtures included in
Schedule 1 hereto.
 Sch. 2-1




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SCHEDULE 3
 PERMITTED ENCUMBRANCES
  1.
    
    Present and future zoning laws, ordinances, resolutions, orders and regulations
of all local municipal, state, commonwealth or federal governments having jurisdiction
over the Premises and the use of improvements thereon.2.
    
    All covenants, restrictions, easements, encumbrances, liens and agreements of
record.3.
    
    Beams and beam rights and party walls and party wall agreements.4.
    
    Such state of facts as a current, accurate survey of the Premises would
disclose.5.
    
    Such state of facts as a physical inspection of the Premises and of the
appurtenances, fixtures, equipment and personal property included in this sale would
disclose.6.
    
    The lien of any unpaid real estate taxes, water charges and sewer rents for the
fiscal year(s) or other applicable period in which the Closing occurs, provided same
are apportioned at the Closing in accordance with this Agreement.7.
    
    (a) The lien of all unpaid tax assessments encumbering the Premises on the date
of this Agreement, and installments thereof, due and payable on or after the Closing
Date, and (b) the lien of all unpaid tax assessments which first encumber the Premises
subsequent to the date of this Agreement, and installments thereof, whether due and
payable prior to, on or after the Closing Date, subject to Section 3(a)(i) of
this Agreement.8.
    
    All liens and encumbrances resulting from the Investigations or any and all
other activities undertaken by Purchaser or Purchasers Representatives.9.
    
    Rights, if any, of any utility company to construct and/or maintain lines,
pipes, wires, cables, poles, conduits and distributions boxes and equipment in, over,
under, and/or upon the Premises or any portion thereof.10.
    
    Building codes and restrictions heretofore or hereafter adopted by any public
agency.11.
    
    Encroachments of stoops, areas, cellar, steps, trim, cornices, retaining walls,
windows, window sills, ledges, fire escapes, doors, door caps, projecting air
conditioner units or equipment, hedges, railings, coping, cellar doors or fences, if
 Sch. 3-1




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any, upon any street, highway, sidewalk or adjoining premises; variations between
record line and retaining walls; encroachments of adjoining premises upon the
Premises.12.
    
    Variations between the description contained in Schedule 1 and the
tax map description of the Premises.13.
    
    Right, lack of right or restricted right of any owner of the Premises to
construct and/or maintain fuel tanks, coal chutes, electric transformers, sidewalk
elevators, gratings, manholes, hoists or excavations under, in, upon or over any
street, highway, sidewalk or adjoining Premises.14.
    
    The printed standard exceptions listed in Schedule B of the Title
Commitment.15.
    
    The right and obligations of the Seller under the surface right and
right-of-way easement in favor of property number 33,781, constituted pursuant to Deed
No. 20, executed in San Juan, Puerto Rico on March 16, 1983 before Notary Public Manuel
Correa Calzada and recorded in the Registry of Property of Puerto Rico, Second Section
of San Juan at overleaf of page (folio) 82 of volume (tomo) 1,181 of Río Piedras Norte,
property number 33,783, second inscription.
 Sch. 3-2




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SCHEDULE 4
 LEASES
  Sch. 4-1




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EXHIBIT A
 DEED OF SALE
 Exh. A-1




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EXHIBIT B
 ASSIGNMENT AND ASSUMPTION OF LICENSES
  WITNESSETH
 WHEREAS Schedule 1
 NOW, THEREFORE Schedule 2
    Exh. B-1




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ASSIGNOR:
BANCO SANTANDER PUERTO RICOBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentBy:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Executive Vice PresidentASSIGNEE:
CORPORACIÓN HATO REY UNOBy:Name:
    Jacobo Ortiz MuriasTitle:
    President Exh. B-2




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th
 Notary Public
 Exh. B-3




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EXHIBIT C
 BILL OF SALE
 Schedule 1 Schedule
1
     SELLER:
BANCO SANTANDER PUERTO RICOBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice President Exh. C-1




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By:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Exectuive Vice PresidentPURCHASER:
CORPORACIÓN HATO REY UNOBy:Name:
    Jacobo Ortiz MuriasTitle:
    President  th
 Notary Public
 Exh. C-2




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EXHIBIT D
 DEED OF LEASE
 Exh. D-1




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EXHIBIT E
 DEED OF EASEMENT
 Exh. E-1




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EXHIBIT F
 ASSUMPTION OF PURCHASER=S CONFIDENTIALITY AGREEMENT
BY PURCHASER=S REPRESENTATIVE
 [Letterhead of Purchasers Representative]
  
 Re:
    
    [Name or other description of property and street address or other description of location]
(the Premises)
  
  1.
    
    In connection with the Transaction, the undersigned is acting as a Purchasers
Representative. The undersigned acknowledges that it has been furnished by Purchaser
with a copy of the relevant provisions of the Sale-Purchase Agreement and agrees to
comply with, and to be bound by, those terms and provisions of the Sale-Purchase
Agreement applicable in any way to the undersigneds performance of its activities as a
Purchasers Representative, including, without limitation, those contained in
Section 24 thereof, with the same full force and effect as if the undersigned
were a party to the Sale-Purchase Agreement, and such terms are hereby incorporated
into this letter agreement by this reference and made a part hereof. Without limiting
the operation of the foregoing provisions of this Paragraph 1, the undersigned
hereby agrees, with regard to the undersigneds performance of its activities as a
Purchasers Representative, to indemnity and hold harmless Seller and Sellers
Affiliates in the manner and to the same extent as provided in Section 24(c) of
the Sale-Purchase Agreement.
 Exh. F-1




---



##### 



2.
    
    The undersigned further expressly acknowledges and agrees to the provisions of
Section 14(c) and Sections 25(a), (b), (e),
(g), (l) and (n) of the Sale-Purchase Agreement, all with the
same force and effect as if the undersigned were a party to the Sale-Purchase
Agreement, and such Sections are hereby incorporated into this letter agreement by this
reference and made a part hereof.3.
    
    The provisions of Paragraph 1 and 2 above shall survive the
termination of this letter agreement and the Sale-Purchase Agreement, and the Closing.
 Very truly yours,
[PURCHASER=S REPRESENTATIVE]By:Name:Title: Exh. F-2




---



##### 



HQ Office Building
 th
  th
    1




---



##### 



Title, Liens and Encumbrances pleno dominio A @ A @
 Property Number 33,783
  2




---



##### 



folio tomo
 folio tomo st
  By its origin
 By itself folio tomo nd
 3




---



##### 



Property Number 4,489
  folio tomo
  4




---



##### 



folio tomo th
  By its origin
 By itself
 Property Number 2,859
  folio tomo
  5




---



##### 



folio tomo th
  By its origin
 By itself
 Property Number 2,863
  folio tomo
 6




---



##### 



folio tomo th
  By its origin
 By itself
  Grouping of the Properties
 Grouping
  7




---



##### 



Liens and Encumbrances Affecting the Grouped Parcel
 Valuation
 Purchase and Sale
 TERMS AND CONDITIONS
 Sale and Transfer
 Purchase Price precio alzado
 8




---



##### 



=
 Sale Agreement
 WAIVER OF WARRANTIES
 9




---



##### 



Taxes; Apportionment
 Right to Possession
 Expenses of Deed
 Successors and Assigns
 Headings
 Further Assurances
 10




---



##### 



Interpretation
 Request to the Registrar pleno dominio
   11




---



##### 



CRIM
 12




---



##### 



13




---



##### 



folio
 (folios
 th
 Notary Public 14




---



##### 



LEASE AGREEMENT
(HQ Office Building)
 Between
 CORPORACIÓN HATO REY UNO, as Landlord
 And
 BANCO SANTANDER PUERTO RICO, as Tenant
 December 20, 2007




---



##### 



TABLE OF CONTENTS
 PageARTICLE I
    
    DEMISE OF PREMISES
    
    
    1ARTICLE II
    
    DELIVERY OF POSSESSION
    
    
    1ARTICLE III
    
    LEASE TERM
    
    
    1ARTICLE IV
    
    RENT
    
    
    3ARTICLE V
    
    TAXES
    
    
    5ARTICLE VI
    
    UTILITIES
    
    
    6ARTICLE VII
    
    USE AND COMPLIANCE WITH REQUIREMENTS
    
    
    7ARTICLE VIII
    
    MAINTENANCE AND REPAIRS;
IMPROVEMENTS; PERSONAL PROPERTY AND FIXTURES
    
    
    8ARTICLE IX
    
    INSURANCE
    
    
    9ARTICLE X
    
    DAMAGE OR DESTRUCTION
    
    
    11ARTICLE XI
    
    CONDEMNATION
    
    
    12ARTICLE XII
    
    SELF HELP
    
    
    14ARTICLE XIII
    
    DEFAULT
    
    
    14ARTICLE XIV
    
    QUIET ENJOYMENT
    
    
    16ARTICLE XV
    
    SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
    
    
    16ARTICLE XVI
    
    TRANSFERS BY LANDLORD
    
    
    17ARTICLE XVII
    
    SIGNAGE
    
    
    17ARTICLE XVIII
    
    ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES
    
    
    18ARTICLE XIX
    
    HAZARDOUS SUBSTANCES
    
    
    20ARTICLE XX
    
    LANDLORDS REPRESENTATIONS AND WARRANTIES
    
    
    22ARTICLE XXI
    
    RIGHT OF FIRST REFUSAL
    
    
    23ARTICLE XXII
    
    MISCELLANEOUS
    
    
    24
 ExhibitsExhibit A
    
    
    
    Legal Description of the LandExhibit B
    
    
    
    Permitted ExceptionsExhibit C
    
    
    
    Form of Estoppel Certificate
 i




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##### 



TABLE OF DEFINED TERMS
  Annex Building
 Annex Improvements
 Appraiser
 Buildings
 Change of Control
 Control Group
 CPI
 Effective Date
 Election Period
 Exercise Notice
 FMRV
 First Refusal Purchase Price
 First Refusal Right
 Hazardous Substances
 Initial Period
 Interest Rate
 Land
 Landlord
 Lease
 Lease Year
 ii




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##### 



Leasehold Mortgage
 Leasehold Mortgagee
 Landlords Restoration Obligations
 Main Office Building
 Mortgage
 Mortgagee
 Offered Asset
 Option Term or Option Terms
 Permitted Exceptions
 Premises
 Real Estate Taxes
 Rent
 Requirements
 Sale Notice
 Tenant
 Term
 Transferor
 Vault
 iii




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##### 



LEASE AGREEMENT  (HQ Office Building)
  ARTICLE I
 DEMISE OF PREMISES
 Exhibit A
 ARTICLE II
 DELIVERY OF POSSESSION
  ARTICLE III
 LEASE TERM
 Term th
 1




---



##### 



Extension Options
 provided however
  Surrender Upon Extension Section 3.4 Section 3.3
 2




---



##### 



Section 7.1 Section 7.1
 Surrender Upon Expiration
 ARTICLE IV
 RENT
 Rent Section 21.4 Articles VI X XVIII st
 3




---



##### 



CPI Percentage Increase st st
 Rent During Option Terms Section 4.3 Section 4.1 = = = Section 3.2
 A @
  4




---



##### 



ARTICLE V
 TAXES
 Real Estate Taxes
 provided however
  5




---



##### 



Section 5.3
  Personal Property Taxes
 Other Taxes
 Right to Contest Sections 5.1(a) 5.3
 ARTICLE VI
 UTILITIES
  6




---



##### 



ARTICLE VII
 USE AND COMPLIANCE WITH REQUIREMENTS
 Use, No Obligation to Construct, Open or Operate
   Compliance with Requirements
 Section 8.2 provided however provided further
  7




---



##### 



ARTICLE VIII
 MAINTENANCE AND REPAIRS; IMPROVEMENTS;
PERSONAL PROPERTY AND FIXTURES
 Maintenance Section 7.2(a)
 Construction of Improvements Section 8.2 Section 8.2
 8




---



##### 



Personal Property and Fixtures
 ARTICLE IX
 INSURANCE
 Tenants Insurance
   9




---



##### 



Insurance Certificates Section 9.1(a (b) Section 9.1
 Mutual Release; Waiver of Subrogation
 Mutual Indemnification
 10




---



##### 



ARTICLE X
 DAMAGE OR DESTRUCTION
 th provided however th Article X Article X Article X
 11




---



##### 



ARTICLE XI
 CONDEMNATION
 Total Taking Article XI
 Partial Taking
   12




---



##### 



Restoration
 Award
 13




---



##### 



ARTICLE XII
 SELF HELP
 Article XIX Article XIX
 DEFAULT
 Remedies Upon Tenants Default
 14




---



##### 



Article VI X XVIII
 Remedies Upon Landlords Default
 Indemnification for Breach
 Remedies Cumulative
 15




---



##### 



ARTICLE XIII
 QUIET ENJOYMENT
 pleno dominio Exhibit B Article XIII
 ARTICLE XIV
 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
 Tenant=s Rights Section 21.3 provided however
 16




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##### 



Section 14.2
 Attornment Agreement provided however Section 14.1
 Certain Limitations
 ARTICLE XV
 TRANSFERS BY LANDLORD
 Section 20.1 pleno dominio Section 21.3
 ARTICLE XVI
 SIGNAGE
  17




---



##### 



ARTICLE XVII
 ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES
 Assignment and Subletting Section 17.1
 Leasehold Mortgages provided however
  18




---



##### 



provided however provided however
  Section 3.2
  19




---



##### 



provided however
 ARTICLE XVIII
 HAZARDOUS SUBSTANCES
 Definition of Hazardous Substances
 Landlords Remediation Obligation
 20




---



##### 



Landlords Indemnity
 Tenants Indemnity
 21




---



##### 



Survival Article XVIII
 ARTICLE XIX
 LANDLORDS REPRESENTATIONS AND WARRANTIES
 Landlords Representations and Warranties
     22




---



##### 



pleno dominio
   ARTICLE XX
 RIGHT OF FIRST REFUSAL
 Right of First Refusal bona fide bona fide
 bona fide
   23




---



##### 



Article XX
  ARTICLE XXI
 MISCELLANEOUS
 Holding Over
 24




---



##### 



Non-Waiver of Default
 Recordation
 Notices
 To Landlord:
    
    308 Colgate Palmolive
Metro Office Park
Guaynabo, Puerto Rico 00968
Attn: Jacobo Ortiz Murias
Facsimile: (787) 782-9110To Tenant:
    
    Banco Santander Puerto Rico
207 Ponce de León Avenue
San Juan, Puerto Rico 00917
Attention: General Counsel
Facsimile: (787) 777-4557
 25




---



##### 



With a copy to:
    
    Pietrantoni Méndez & Alvarez, LLP
Popular Center, 19th Floor
209 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918
Attention: Javier D. Ferrer, Esq.
Facsimile: (787) 274-1470
 Successors and Assigns
 Time is of the Essence
 Partial Invalidity
 Interpretation
 Headings, Captions and References
 Brokerage Commissions
 26




---



##### 



Governing Law
 Relationship of Parties
 Force Majeure
 Estoppel Certificates Exhibit C Exhibit
C
 Exculpation
 27




---



##### 



Grant of Easements
 Waiver of Landlords Lien
 Time Periods
 Costs and Attorneys Fees
 Counterparts
 Entire Agreement
 Landlords Access provided however Section 22.22
 Exhibits
 28




---



##### 



Exhibit A
    
    Legal Description of the LandExhibit B
    
    Permitted ExceptionsExhibit C
    
    Form of Estoppel Certificate
 [Signature Page Follows] 29




---



##### 



LANDLORD:
CORPORACIÓN HATO REY UNO,
a Puerto Rico corporationBy:Name:
    Jacobo Ortiz MuriasTitle:
    PresidentDate of execution: December 20, 2007 TENANT:
BANCO SANTANDER PUERTO RICO,
a Puerto Rico banking corporationBy:Name:
    Carlos Manuel García RodríguezTitle:
    Senior Executive Vice President By:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentDate of execution: December 20, 2007 30




---



##### 



EXHIBIT A
 Legal Description of the Land
  folio tomo folio tomo tomo folio tomo
 Exh. A-1




---



##### 



EXHIBIT B
 Permitted Exceptions
  Exh. B-1




---



##### 



EXHIBIT C
 Form of Estoppel Certificate
  RE:
    
    Lease Agreement dated December 20, 2007 (Lease), by and between CORPORACIÓN HATO REY UNO, a
Puerto Rico corporation (Landlord), and BANCO SANTANDER PUERTO RICO, a Puerto Rico banking
corporation (Tenant), for the premises located at  as more fully
described in the Lease (the Premises).
   
 
 
 
     Exh. C-1




---



##### 



BANCO SANTANDER PUERTO RICO,
a Puerto Rico banking corporationBy:Name:Title:Dated of execution: Exh. C-2




---



##### 



Sale-Purchase Agreement
(Arterial Hostos Office Building)
 Between
 BANCO SANTANDER PUERTO RICO, as Seller
 And
 CORPORACIÓN HATO REY DOS, as Purchaser
 Dated as of December 20, 2007




---



##### 



TABLE OF CONTENTS
 Page1.
    
    SALE OF PREMISES
    
    
    12.
    
    PURCHASE PRICE
    
    
    23.
    
    APPORTIONMENTS
    
    
    34.
    
    CLOSING DATE
    
    
    35.
    
    PERMITTED ENCUMBRANCES
    
    
    36.
    
    [INTENTIONALLY DELETED]
    
    
    47.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    48.
    
    TRANSFER TAXES AND CLOSING COSTS
    
    
    69.
    
    CONDITIONS PRECEDENT TO CLOSING
    
    
    610.
    
    DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
    
    
    811.
    
    DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
    
    
    912.
    
    OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE
    
    
    913.
    
    POST-CLOSING COVENANTS
    
    
    1014.
    
    AS-IS
    
    
    1215.
    
    BROKER
    
    
    1416.
    
    CASUALTY; CONDEMNATION
    
    
    1417.
    
    REMEDIES
    
    
    1518.
    
    PURCHASERS ACCESS TO THE PREMISES
    
    
    1619.
    
    PURCHASERS INDEMNITY
    
    
    1720.
    
    DOWNPAYMENT
    
    
    1721.
    
    ASSIGNMENT
    
    
    1722.
    
    ACCESS TO RECORDS
    
    
    1823.
    
    NOTICES
    
    
    1824.
    
    PROPERTY INFORMATION AND CONFIDENTIALITY
    
    
    1925.
    
    MISCELLANEOUS
    
    
    20
 LIST OF SCHEDULES
      LIST OF EXHIBITS
      i




---



##### 



TABLE OF DEFINED TERMS
  Agreement
 Basic Sale Terms
 Bill of Sale
 Broker
 Buildings
 Change of Control
 Closing
 Closing Date
 Control Group
 Deed of Lease
 Deed of Sale
 Downpayment
 Election Notice
 Election Period
 First Refusal Purchase Price
 First Refusal Right
 Initial Period
 Investigations
 Land
 Laws
 License Assignment
 i




---



##### 



Licenses
 Notice of Objection
 Offer Expiration Date
 Offered Assets
 Permitted Encumbrances
 Personal Property
 Premises
 Property Information
 Purchase Price
 Purchaser
 Purchasers Documents
 Purchasers Representatives
 Sale Notice
 Seller
 Sellers Affiliates
 Sellers Documents
 Transferor
 ii




---



##### 



SALE -PURCHASE AGREEMENT  (Arterial Hostos Office Building)
 th
 WITNESSETH
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. SALE OF PREMISES
 Schedule 1 Schedule
2
 Section 1(a) Schedule 3




---



##### 



2. PURCHASE PRICE
 precio alzado
 (i)
    
    TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the
Downpayment), simultaneously with the execution and delivery of this
Agreement, by a bank wire transfer of immediately available funds to an account
of Seller. The Downpayment shall be held and disbursed by Seller in accordance
with the terms of Section 20. If the Closing shall occur, Seller shall
be entitled to receive the Downpayment; and(ii)
    
    TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) at the Closing by
bank wire transfer of immediately available funds to Sellers account or to the
account or accounts of such other party or parties as may be designated by
Seller on or before the Closing Date.
 de minimus
      2




---



##### 



3. APPORTIONMENTS
  (i)
    
    Real property taxes, if any, on the basis of the actual number
days in the fiscal year during which the Closing Date occurs, and Seller shall
be liable for the period on and before the Closing Date, and Purchaser shall be
liable for the period after the Closing Date;(ii)
    
    Any prepaid items, including, without limitation, fees for
licenses which are transferred to Purchaser at the Closing and annual permit
and inspection fees; and(iii)
    
    Such other items as are customarily apportioned between
sellers and purchasers of real properties of a type similar to the Premises and
located in San Juan, Puerto Rico.
 Section 3
 4. CLOSING DATE
 5. PERMITTED ENCUMBRANCES Schedule
4
 3




---



##### 



6. [INTENTIONALLY DELETED]
 7. REPRESENTATIONS AND WARRANTIES
  (1)
    
    Seller is a duly formed and validly existing
banking corporation under the laws of the Commonwealth of Puerto Rico.(2)
    
    Seller has the full legal right, power and
authority to execute and deliver this Agreement and all documents now
or hereafter to be executed by Seller pursuant to this Agreement
(collectively, Sellers Documents), to consummate the transaction
contemplated hereby, and to perform its obligations hereunder and under
Sellers Documents.(3)
    
    This Agreement and Sellers Documents do not
and will not contravene any provision of the certificate of
incorporation or the by-laws of Seller, any judgment, order, decree,
writ or injunction issued against Seller, or any provision of any laws
or governmental ordinances, rules, regulations, orders or requirements
(collectively, Laws) applicable to Seller. The consummation of the
transactions contemplated hereby will not result in a breach or
constitute a default or event of default by Seller under any agreement
to which Seller or any of its assets are subject or bound and will not
result in a violation of any Laws applicable to Seller.(4)
    
    To Sellers knowledge, as of the date hereof,
there are no pending actions, suits, proceedings or investigations to
which Seller is a party before any court or other governmental
authority which may have an adverse impact on the Premises or the
transaction contemplated hereby.(5)
    
    To Sellers knowledge, as of the date hereof,
the Land and the Building are in compliance with all Laws applicable to
Seller, as in effect on the date hereof, concerning pollution and
protection of the environment, including clean up of hazardous
materials, except for such non compliance as would not have a material
adverse effect on the physical condition of the Land and the Building
taken as a whole.(6)
    
    Seller is the owner in fee simple (pleno
dominio) of the Land and the Building, subject to no liens,
encumbrances or rights of third parties, except for the Permitted
Encumbrances.
 4




---



##### 



(ii)
    
    The representations and warranties of Seller set forth in
Section 7(a)(i) and elsewhere in this Agreement shall be true, accurate
and correct in all material respects upon the execution of this Agreement and
shall be deemed to be repeated on and as of the Closing Date (except as they
relate only to an earlier date). The representations and warranties (whether
express or implied) of Seller set forth in Section 7(a)(i) and
elsewhere in this Agreement, and/or the Sellers Documents (including, without
limitation, the Deed of Sale and the Deed of Lease) shall expire on the Closing
Date, and no action or claim based thereon shall be commenced after the Closing
Date, except that the representations and warranties of Seller in Section
7(a)(i)(6) regarding title to the Land and the Building shall survive the
Closing Date and that the representations and warranties of Seller in the Deed
of Lease shall survive for the terms specified therein.
  (1)
    
    Purchaser is a duly formed and validly existing
corporation under the laws of the Commonwealth of Puerto Rico and is
qualified under the laws of the Commonwealth of Puerto Rico to conduct
business therein on the Closing Date.(2)
    
    Purchaser has the full legal right, power,
authority and financial ability to execute and deliver this Agreement
and all documents now or hereafter to be executed by it pursuant to
this Agreement (collectively, the Purchasers Documents), to
consummate the transactions contemplated hereby, and to perform its
obligations hereunder and under Purchasers Documents.(3)
    
    This Agreement and Purchasers Documents do not
and will not contravene any provision of the organizational or
governing documents of Purchaser, any judgment, order, decree, writ or
injunction issued against Purchaser, or any provision of any Laws
applicable to Purchaser. The consummation of the transactions
contemplated hereby will not result in a breach or constitute a default
or event of default by Purchaser under any agreement to which Purchaser
or any of its assets are subject or bound and will not result in a
violation of any laws applicable to Purchaser.(4)
    
    There are no pending actions, suits,
proceedings or investigations to which Purchaser is a party before any
court or other governmental authority which may have an adverse impact
on the transactions contemplated hereby.
 (ii)
    
    The representations and warranties of Purchaser set forth in
Section 7(b)(i)and elsewhere in this Agreement shall be true, accurate
and correct in all
 5




---



##### 



material respects upon the execution of this Agreement,
shall be deemed to be repeated on and as of the Closing Date (except as they
relate only to an earlier date) and shall expire on the Closing Date, except
that the representations and warranties of the Seller in the Deed of Lease
shall survive for the terms specified therein.
 8. TRANSFER TAXES AND CLOSING COSTS
   9. CONDITIONS PRECEDENT TO CLOSING
 Section 9(c)
 (i)
    
    The representations and warranties of Seller contained herein
shall be true, accurate and correct in all material respects as of the Closing
Date except to the extent they relate only to an earlier date;(ii)
    
    Seller shall be ready, willing and able to deliver title to the
Premises in accordance with the terms and conditions of this Agreement; and(iii)
    
    Seller shall have delivered all the documents and other items
required pursuant to Section 10, and shall have performed all other
covenants, undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by the Seller at or prior to
the Closing.
 Section 9(c)
 6




---



##### 



(i)
    
    The representations and warranties of Purchaser contained
herein shall be true, accurate and correct in all material respects as of the
Closing Date, except to the extent that they relate to an earlier date;(ii)
    
    Purchaser shall have delivered the funds required hereunder and
all the documents to be executed by Purchaser set forth in Section 11
and shall have performed all other covenants, undertakings and obligations, and
complied with all conditions required by this Agreement to be performed or
complied with by Purchaser at or prior to the Closing;(iii)
    
    All consents and approvals of governmental authorities and
parties to agreements to which Purchaser is a party or by which Purchasers
assets are bound that are required with respect to the consummation of the
transactions contemplated by this Agreement shall have been obtained and copies
thereof shall have been delivered to Seller at or prior to the Closing;(iv)
    
    On or prior to the Closing Date, (A) Purchaser shall not have
applied for or consented to the appointment of a receiver, trustee or
liquidator for itself or any of its assets unless the same shall have been
discharged prior to the Closing Date, and no such receiver, liquidator or
trustee shall have otherwise been appointed, unless same shall have been
discharged prior to the Closing Date, (B) Purchaser shall not have admitted in
writing an inability to pay its debts as they mature, (C) Purchaser shall not
have made a general assignment for the benefit of creditors, (D) Purchaser
shall not have been adjudicated a bankrupt or insolvent, or had a petition for
reorganization granted with respect to Purchaser, (E) Purchaser shall not have
filed a voluntary petition seeking reorganization or an arrangement with
creditors or taken advantage of any bankruptcy, reorganization, insolvency,
readjustment or debt, dissolution or liquidation law or statute, or filed an
answer admitting the material allegations of a petition filed against it in any
proceedings under any such law, or had any petition filed against it in any
proceeding under any of the foregoing laws unless the same shall have been
dismissed, canceled or terminated prior to the Closing Date; and(v)
    
    Purchaser shall have delivered the funds required under the
Sale-Purchase Agreement also dated as of December 20, 2007 between the Seller
and the Purchaser regarding the sale of the real properties recorded [at page
82 of volume 1181 of Río Piedras Norte, property number 33,783]and all of the
documents to be executed by the Purchaser under said Sale-Purchase
Agreement.
 Section 9(a) (b)
 7




---



##### 



Section 9(a) Section
24(d) Section 9(c) Section 9(a) (b)
 10. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
 Exhibit A
 Exhibit B
 [ Exhibit C ]
 Exhibit D
     8




---



##### 



11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
 Section
2(a)(ii)
       12. OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE
 9




---



##### 



Section 12(b)
 13. POST-CLOSING COVENANTS .
 Right of First Refusal bona fide bona fide
 (i)
    
    Transferor shall give written notice (the Sale Notice) to
Seller setting forth the proposed purchase price (the First Refusal Purchase
Price) and the Basic Sale Terms for the Offered Asset set forth in the bona
fideoffer.(ii)
    
    Seller shall have thirty (30) days (the Election Period)
after the delivery by Transferor to Seller of the Sale Notice to elect to
exercise the First Refusal Right with respect to the Offered Asset (such
election to be made, if at all, by giving written notice of Sellers election
to exercise the First Refusal Right (the Exercise Notice) to Transferor
within the Election Period).(iii)
    
    If Seller fails to exercise the First Refusal Right, within
the Election Period, then, Seller shall have no further right to purchase the
Offered Asset, except as may be expressly provided for below in this clause
(iii), and Transferor shall have the right to enter into an agreement to sell,
and to sell, the Offered Asset to a third party at any time or times during a
two hundred and forty (240)-day period (the Initial Period) that commences on
the earlier of (x) the first day after the Election Period expires and (y) the
date on which Seller notifies Transferor that Seller will not be exercising the First Refusal
Right, for an aggregate consideration which is not less than 98% of the
First Refusal Purchase Price (excluding any customary pro-rations to such
consideration determined and effectuated as of the date of the closing of
the sale of the Offered Asset, transfer taxes and other closing costs or any
brokerage commissions that would actually be payable to any third-party
broker), and on Basic Sale Terms which when considered as a whole, are at
least as favorable to Seller as the Basic Sale Terms contained in the Sale
Notice. If such an agreement for a sale of the Offered Asset to a third
party in accordance with the preceding sentence is not entered into within
the Initial Period, then the First Refusal Right will apply to any sale of
all or part of the Offered Asset occurring subsequent to the Initial Period.
Furthermore, if an agreement is executed during the Initial Period but the
closing under
 10




---



##### 



such agreement does not occur within two hundred and forty
(240) days after the end of the Initial Period, the First Refusal Right will
apply to any sale of the Offered Asset occurring after such two hundred and
forty (240)-day period.
 (iv)
    
    If Seller exercises the First Refusal Right within the Election
Period, then such exercise shall be deemed to create a contract between Seller,
on one hand, and Transferor, on the other hand, pursuant to which Seller agrees
to acquire and Transferor agrees to sell the Offered Asset for the First
Refusal Purchase Price and on the Basic Sale Terms, except that the closing
date for such sale shall be the later of (x) the closing date set forth in the
Sale Notice, and (y) the date which is sixty (60) days after the making of such
election (which date may be extended by an additional period of time not to
exceed thirty (30) days if necessary to consummate financing for the purchase),
and on the closing date, Transferor shall execute such public deeds and
instruments of transfer as are customarily executed and reasonably requested to
evidence and consummate the transfer of the Offered Assets to Seller.(v)
    
    Each party shall bear its own legal fees and expenses and
Transferor and Seller (in the case of a sale pursuant to clause (d) above)
shall each indemnify the other against claims for brokers fees and
commissions. Unless otherwise provided in the Sale Notice, in the case of a
sale of all or part of the Premises to Seller under this Section 13(a),
Purchaser shall select the notary public and shall pay the cost of all notarial
tariffs and internal revenue, notarial and legal assistance stamps required for
the original of the deed transferring title of the Offered Premises to Seller,
and Seller shall pay for the cost of all internal revenue, notarial and legal
assistance stamps required for the first certified copy of such deed and all
stamps and vouchers and all other costs relating to the recordation of such
certified copy in the Registry of Property.(vi)
    
    Seller and Purchaser agree that this Section 13(a)shall be included and form part of the Deed of Lease and be recorded in the
Registry of Property as a real property right of first refusal (derecho de
tanteo) with respect to the Premises.(vii)
    
    As used herein, Basic Sale Terms means sale commissions, the
amount of cash payable by the purchaser at the closing, and any other material
economic, price-related terms of the proposed sale; Change of Control means
that the members of the Control Group cease, in the aggregate, to (i) own less
than 51% of the direct or indirect ownership interest in the Purchaser, or (ii)
have the sole and absolute right and power to direct or cause the direction of
the management and policies of the Purchaser, whether by contract or otherwise;
and Control Group means, collectively, Jacobo
 11




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##### 



Ortiz Murias, Basilio Dávila,
Mario M. Oronoz and Matías Fernández Guillermety, and their respective legal
heirs.
 Section 13
 14. AS-IS
  = Section 7(a) Section 15 Section 3(a)(i)
  12




---



##### 



Section 24
   13




---



##### 



Section 14
 15. BROKER Section 15
 16. CASUALTY; CONDEMNATION
 Casualty Section 16(d)
 14




---



##### 



Condemnation Section 16(d)
 Section 16(a) Section 16(b) Section 16(a) Section 16(b)
 Section 16(a) 16(b) Section 24(d)
 17. REMEDIES
 Section 24(d) Section
17(a)
 15




---



##### 



Section
24(d) Section 17(c)
 18. PURCHASER=S ACCESS TO THE PREMISES
  16




---



##### 



Section 18
 19. PURCHASER=S INDEMNITY Section 19
 20. DOWNPAYMENT
  (i)
    
    To Purchaser, without interest, if Seller has not executed a
counterpart of this Agreement and delivered same to Purchaser on or before
December 20, 2007 (the Offer Expiration Date);(ii)
    
    To Seller, simultaneously upon completion of the Closing;(iii)
    
    To Seller, in the event that (A) Purchaser has defaulted under
this Agreement, or (B) this Agreement has been otherwise terminated or
canceled, and Seller is thereby entitled to receive the Downpayment pursuant to
the terms of this Agreement; or(iv)
    
    To Purchaser, without interest, in the event that (A) Seller
has defaulted under this Agreement, or (B) this Agreement has been otherwise
terminated or canceled, and Purchaser is thereby entitled to receive the
Downpayment pursuant to the terms of this Agreement.
   21. ASSIGNMENT provided however
 17




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##### 



22. ACCESS TO RECORDS
 23. NOTICES
   
  th
  
 18




---



##### 



Section 23 Section 23
 24. PROPERTY INFORMATION AND CONFIDENTIALITY
 Section 24 Section 14(d) Section 24 Section
14(d) Exhibit E Section 24(a)
 Section 24(a)
 19




---



##### 



Section 24
 Section 24(e)
  Section
24
 Section 24
 25. MISCELLANEOUS
   20




---



##### 



Section 25(e) Section 25(e)
   21




---



##### 



Section 24(d)
 SELLER AND PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND
IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY
MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED
AND DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO RESCIND OR CANCEL
THIS AGREEMENT ON THE GROUNDS THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR
VOIDABLE).
 [Signature Page Follows]
 22




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##### 



IN WITNESS WHEREOF
 BANCO SANTANDER PUERTO RICO,
SellerBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentBy:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Executive Vice PresidentCORPORACIÓN HATO REY DOS,PurchaserBy:Name:
    Jacobo Ortiz MuriasTitle:
    President 23




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##### 



SCHEDULE 1
 DESCRIPTION OF THE LAND
  folio tomo
 Sch. 1-1




---



##### 



SCHEDULE 2
 FIXTURES
 Sch. 2-1




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##### 



SCHEDULE 3
 EXCLUDED PERSONAL PROPERTY
 1.
    
    All signs and logos of Santander attached to the Building.2.
    
    All furniture, equipment and fixtures in the Building, other than the equipment and fixtures
described in Schedule 2 hereto.
 Sch. 3-1




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##### 



SCHEDULE 4
 PERMITTED ENCUMBRANCES
  1.
    
    Present and future zoning laws, ordinances, resolutions, orders and regulations
of all local municipal, state, commonwealth or federal governments having jurisdiction
over the Premises and the use of improvements thereon.2.
    
    All covenants, restrictions, easements, encumbrances, liens and agreements of
record.3.
    
    Beams and beam rights and party walls and party wall agreements.4.
    
    Such state of facts as a current, accurate survey of the Premises would
disclose.5.
    
    Such state of facts as a physical inspection of the Premises and of the
appurtenances, fixtures, equipment and personal property included in this sale would
disclose.6.
    
    The lien of any unpaid real estate taxes, water charges and sewer rents for the
fiscal year(s) or other applicable period in which the Closing occurs, provided same
are apportioned at the Closing in accordance with this Agreement.7.
    
    (a) The lien of all unpaid tax assessments encumbering the Premises on the date
of this Agreement, and installments thereof, due and payable on or after the Closing
Date, and (b) the lien of all unpaid tax assessments which first encumber the Premises
subsequent to the date of this Agreement, and installments thereof, whether due and
payable prior to, on or after the Closing Date, subject to Section 3(a)(i) of
this Agreement.8.
    
    All liens and encumbrances resulting from the Investigations or any and all
other activities undertaken by Purchaser or Purchasers Representatives.9.
    
    Rights, if any, of any utility company to construct and/or maintain lines,
pipes, wires, cables, poles, conduits and distributions boxes and equipment in, over,
under, and/or upon the Premises or any portion thereof.10.
    
    Building codes and restrictions heretofore or hereafter adopted by any public
agency.11.
    
    Encroachments of stoops, areas, cellar, steps, trim, cornices, retaining walls,
windows, window sills, ledges, fire escapes, doors, door caps, projecting air
conditioner units or equipment, hedges, railings, coping, cellar doors or fences, if
 Sch. 4-1




---



##### 



any, upon any street, highway, sidewalk or adjoining premises; variations between
record line and retaining walls; encroachments of adjoining premises upon the
Premises.
 12.
    
    Variations between the description contained in
Schedule 1 and the
tax map description of the Premises.13.
    
    Right, lack of right or restricted right of any owner of the Premises to
construct and/or maintain fuel tanks, coal chutes, electric transformers, sidewalk
elevators, gratings, manholes, hoists or excavations under, in, upon or over any
street, highway, sidewalk or adjoining Premises.14.
    
    The printed standard exceptions listed in Schedule B of the Title
Commitment.15.
    
    Easement in favor of the Puerto Rico Electric Power Authority.16.
    
    Sewer and aqueduct easement in favor of the United States of America.17.
    
    Use and development restriction constituted pursuant to Deed Number Eight,
executed in San Juan, Puerto Rico on March 15, 1991 before Notary Public José Eladio
Figueroa González, recorded in the Registry at page (folio) 261 of volume (tomo) 1,295
of Río Piedras Norte, property number 35,972.
 Sch. 4-2




---



##### 



SCHEDULE 5
 LEASES
 Sch. 5-1




---



##### 



EXHIBIT A
 DEED OF SALE
 Exh. A-1




---



##### 



EXHIBIT B
 ASSIGNMENT AND ASSUMPTION OF LICENSES
  WITNESSETH
 WHEREAS Schedule 1
 NOW, THEREFORE Schedule 2
     Exh. B-1




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##### 



ASSIGNOR:
BANCO SANTANDER PUERTO RICOBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentBy:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Executive Vice PresidentASSIGNEE:
CORPORACIÓN HATO REY DOSBy:Name:
    Jacobo Ortiz MuriasTitle:
    President 
 th
 Notary Public Exh. B-2




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##### 



EXHIBIT C
 BILL OF SALE
 Schedule 2 Schedule 2
     SELLER:
BANCO SANTANDER PUERTO RICOBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice President Exh. C-1




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##### 



By:Name:
    Carlos Miguel García RodríguezTitle:
    Senior Executive Vice PresidentPURCHASER:
CORPORACIÓN HATO REY DOSBy:Name:
    Jacobo Ortiz MuriasTitle:
    President  th
 Notary Public Exh. C-2




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##### 



EXHIBIT D
 DEED OF LEASE
 Exh. D-1




---



##### 



EXHIBIT E
 ASSUMPTION OF PURCHASER=S CONFIDENTIALITY AGREEMENT
BY PURCHASER=S REPRESENTATIVE
 [Letterhead of Purchasers Representative]
  
 Re:
    
    [Name or other description of property and street address or other description of location]
(the Premises)
  
  1.
    
    In connection with the Transaction, the undersigned is acting as a Purchasers
Representative. The undersigned acknowledges that it has been furnished by Purchaser
with a copy of the relevant provisions of the Sale-Purchase Agreement and agrees to
comply with, and to be bound by, those terms and provisions of the Sale-Purchase
Agreement applicable in any way to the undersigneds performance of its activities as a
Purchasers Representative, including, without limitation, those contained in
Section 24 and the last sentence of Section 4(a)(i) thereof, with the
same full force and effect as if the undersigned were a party to the Sale-Purchase
Agreement, and such terms are hereby incorporated into this letter agreement by this
reference and made a part hereof. Without limiting the operation of the foregoing
provisions of this Paragraph 1, the undersigned hereby agrees, with regard to
the undersigneds performance of its activities as a Purchasers Representative, to
indemnity and hold harmless Seller and Sellers Affiliates in the manner and to the
same extent as provided in Section 24(c) of the Sale-Purchase Agreement.
 Exh. E-1




---



##### 



2.
    
    The undersigned further expressly acknowledges and agrees to the provisions of
Section 14(c) and Sections 25(a), (b), (e),
(g), (l) and (n) of the Sale-Purchase Agreement, all with the
same force and effect as if the undersigned were a party to the Sale-Purchase
Agreement, and such Sections are hereby incorporated into this letter agreement by this
reference and made a part hereof.3.
    
    The provisions of Paragraph 1 and 2 above shall survive the
termination of this letter agreement and the Sale-Purchase Agreement, and the Closing.
 Very truly yours,
[PURCHASER=S REPRESENTATIVE]By:Name:Title: Exh. E-2




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##### 



Arterial Hostos
 th
  th
    1




---



##### 



Title, Liens and Encumbrances pleno dominio A @ A @
 A
 2




---



##### 



folio tomo
 tomo móvil th
  By its origin
   By itself folio tomo
 3




---



##### 



Purchase and Sale
 TERMS AND CONDITIONS
 Sale and Transfer
 Purchase Price precio alzado =
 Sale Agreement
 4




---



##### 



WAIVER OF WARRANTY
 Taxes; Apportionment
 Right to Possession
 5




---



##### 



Expenses of Deed
 Successors and Assigns
 Headings
 Further Assurances
 Interpretation
 6




---



##### 



Request to the Registrar pleno
dominio
   7




---



##### 



CRIM
   8




---



##### 



9




---



##### 



folio
 (folios
 th
 Notary Public 10




---



##### 



LEASE AGREEMENT
(Arterial Hostos)
 Between
 CORPORACIÓN HATO REY DOS, as Landlord
 And
 BANCO SANTANDER PUERTO RICO, as Tenant
 December 20, 2007




---



##### 



TABLE OF CONTENTS
 PageARTICLE I
    
    DEMISE OF PREMISES
    
    
    1ARTICLE II
    
    DELIVERY OF POSSESSION
    
    
    1ARTICLE III
    
    LEASE TERM
    
    
    1ARTICLE IV
    
    RENT
    
    
    2ARTICLE V
    
    TAXES
    
    
    4ARTICLE VI
    
    UTILITIES
    
    
    5ARTICLE VII
    
    USE AND COMPLIANCE WITH REQUIREMENTS
    
    
    6ARTICLE VIII
    
    MAINTENANCE AND REPAIRS; IMPROVEMENTS; PERSONAL PROPERTY AND FIXTURES
    
    
    7ARTICLE IX
    
    INSURANCE
    
    
    8ARTICLE X
    
    DAMAGE OR DESTRUCTION
    
    
    9ARTICLE XI
    
    CONDEMNATION
    
    
    11ARTICLE XII
    
    SELF HELP
    
    
    12ARTICLE XIII
    
    DEFAULT
    
    
    13ARTICLE XIV
    
    QUIET ENJOYMENT
    
    
    14ARTICLE XV
    
    SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
    
    
    15ARTICLE XVI
    
    TRANSFERS BY LANDLORD
    
    
    16ARTICLE XVII
    
    SIGNAGE
    
    
    16ARTICLE XVIII
    
    ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES
    
    
    16ARTICLE XIX
    
    HAZARDOUS SUBSTANCES
    
    
    18ARTICLE XX
    
    LANDLORDS REPRESENTATIONS AND WARRANTIES
    
    
    20ARTICLE XXI
    
    RIGHT OF FIRST REFUSAL
    
    
    21ARTICLE XXII
    
    MISCELLANEOUS
    
    
    23
 ExhibitsExhibit
A 
    
    Legal Description of the LandExhibit B 
    
    Permitted ExceptionsExhibit C 
    
    Form of Estoppel Certificate
 i




---



##### 



TABLE OF DEFINED TERMS
  Appraiser
 Building
 Change of Control
 Control Group
 CPI
 Effective Date
 Election Period
 Exercise Notice
 FMRV
 First Refusal Purchase Price
 First Refusal Right
 Hazardous Substances
 Initial Period
 Interest Rate
 Land
 Landlord
 Lease
 Lease Year
 Leasehold Mortgage
 Leasehold Mortgagee
 ii




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##### 



Landlords Restoration Obligations
 Mortgage
 Mortgagee
 Offered Asset
 Option Term or Option Terms
 Permitted Exceptions
 Premises
 Real Estate Taxes
 Rent
 Requirements
 Sale Notice
 Tenant
 Term
 Transferor
 Vault
 iii




---



##### 



LEASE AGREEMENT  (Arterial Hostos)
  ARTICLE I
 DEMISE OF PREMISES
 Exhibit A
 ARTICLE II
 DELIVERY OF POSSESSION
  ARTICLE III
 LEASE TERM
 Term th
 1




---



##### 



Extension Options
 provided however
  Surrender Upon Expiration
 ARTICLE IV
 RENT
 Rent Section 21.4 Articles VI X XVIII st
 2




---



##### 



CPI Percentage Increase st st
 Rent During Option Terms Section 4.3 Section 4.1 = = = Section 3.2
 A @
  3




---



##### 



ARTICLE V
 TAXES
 Real Estate Taxes
 provided however
  4




---



##### 



Section 5.3
  Personal Property Taxes
 Other Taxes
 Right to Contest Sections 5.1(a) 5.3
 ARTICLE VI
 UTILITIES
  5




---



##### 



ARTICLE VII
 USE AND COMPLIANCE WITH REQUIREMENTS
 Use, No Obligation to Construct, Open or Operate
   Compliance with Requirements
 provided however provided further
  6




---



##### 



ARTICLE VIII
 MAINTENANCE AND REPAIRS; IMPROVEMENTS;
PERSONAL PROPERTY AND FIXTURES
 Maintenance Section 7.2(a)
 Construction of Improvements Section 8.2 Section 8.2
 Personal Property and Fixtures
 7




---



##### 



ARTICLE IX
 INSURANCE
 Tenants Insurance
     Insurance Certificates Section 9.1(a (b) Section 9.1
 8




---



##### 



Mutual Release; Waiver of Subrogation
 Mutual Indemnification
 ARTICLE X
 DAMAGE OR DESTRUCTION
  9




---



##### 



th provided however th Article X Article X Article X
 10




---



##### 



ARTICLE XI
 CONDEMNATION
 Total Taking Article XI
 Partial Taking
      11




---



##### 



Restoration
 Award
 ARTICLE XII
 SELF HELP
 Article XIX Article XIX
 12




---



##### 



DEFAULT
 Remedies Upon Tenants Default
 Article VI X XVIII
 Remedies Upon Landlords Default
 13




---



##### 



Indemnification for Breach
 Remedies Cumulative
 ARTICLE XIII
 QUIET ENJOYMENT
 pleno dominio Exhibit B
 14




---



##### 



Article
XIII
 ARTICLE XIV
 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
 Tenant=s Rights Section 21.3 provided however Section 14.2
 Attornment Agreement provided however Section 14.1
 Certain Limitations
 15




---



##### 



ARTICLE XV
 TRANSFERS BY LANDLORD
 Section 20.1 pleno dominio Section 21.3
 ARTICLE XVI
 SIGNAGE
  ARTICLE XVII
 ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES
 Assignment and Subletting
 16




---



##### 



Section 17.1
 Leasehold Mortgages provided however
 provided however provided however
  17




---



##### 



Section 3.2
  provided however
 ARTICLE XVIII
 HAZARDOUS SUBSTANCES
 Definition of Hazardous Substances
 18




---



##### 



Landlords Remediation Obligation
 19




---



##### 



Landlords Indemnity
 Tenants Indemnity
 Survival Article XVIII
 ARTICLE XIX
 LANDLORDS REPRESENTATIONS AND WARRANTIES
 Landlords Representations and Warranties
  20




---



##### 



pleno dominio
   ARTICLE XX
 RIGHT OF FIRST REFUSAL
 Right of First Refusal bona fide
 21




---



##### 



bona fide
 bona fide
    22




---



##### 



Article XXI
  ARTICLE XXI
 MISCELLANEOUS
 Holding Over
 Non-Waiver of Default
 Recordation
 23




---



##### 



Notices
 To Landlord:
    
    308 Colgate PalmoliveMetro Office ParkGuaynabo, Puerto Rico 00968Attn: Jacobo Ortiz MuriasFacsimile: (787) 782-9110To Tenant:
    
    Banco Santander Puerto Rico207 Ponce de León AvenueSan Juan, Puerto Rico 00917Attention: General CounselFacsimile: (787) 777-4557With a copy to:
    
    Pietrantoni Méndez & Alvarez, LLPPopular Center, 19th Floor209 Muñoz Rivera AvenueSan Juan, Puerto Rico 00918Attention: Javier D. Ferrer, Esq.Facsimile: (787) 274-1470
 Successors and Assigns
 Time is of the Essence
 Partial Invalidity
 24




---



##### 



Interpretation
 Headings, Captions and References
 Brokerage Commissions
 Governing Law
 Relationship of Parties
 Force Majeure
 25




---



##### 



Estoppel Certificates Exhibit C Exhibit C
 Exculpation
 Waiver of Landlords Lien
 Time Periods
 Costs and Attorneys Fees
 Counterparts
 26




---



##### 



Entire Agreement
 Landlords Access provided however Section 21.21
 Exhibits
    [Signature Page Follows]
 27




---



##### 



LANDLORD:
CORPORACIÓN HATO REY DOS,
a Puerto Rico corporationBy:Name:
    Jacobo Ortiz MuriasTitle:
    PresidentDate of execution: December 20, 2007TENANT:
BANCO SANTANDER PUERTO RICO,
a Puerto Rico banking corporationBy:Name:
    Carlos Manuel García RodríguezTitle:
    Senior Executive Vice PresidentBy:Name:
    Rafael Samuel Bonilla RodríguezTitle:
    Senior Vice PresidentDate of execution: December 20, 2007 28




---



##### 



EXHIBIT A
 Legal Description of the Land
  folio tomo
 Exh. A-1




---



##### 



EXHIBIT B
 Permitted Exceptions
  Exh. B-1




---



##### 



EXHIBIT C
 Form of Estoppel Certificate
  RE:
    
    Lease Agreement dated December 20, 2007 (Lease), by and between CORPORACIÓN HATO REY DOS, a
Puerto Rico corporation (Landlord), and BANCO SANTANDER PUERTO RICO, a Puerto Rico banking
corporation (Tenant), for the premises located at  
  as more fully
described in the Lease (the Premises).
   
 
 
 
     Exh. C-1




---



##### 



BANCO SANTANDER PUERTO RICO,
a Puerto Rico banking corporationBy:Name:Title:Dated of execution: Exh. C-2