EX-10.18 SALES AND LEASEBACK AGREEMENT



 





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




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	SALE OF PREMISES
	 	 	1	 
	2.

	 	PURCHASE PRICE
	 	 	2	 
	3.

	 	APPORTIONMENTS
	 	 	3	 
	4.

	 	CLOSING DATE
	 	 	4	 
	5.

	 	PERMITTED ENCUMBRANCES
	 	 	4	 
	6.

	 	[INTENTIONALLY DELETED]
	 	 	4	 
	7.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	8.

	 	TRANSFER TAXES AND CLOSING COSTS
	 	 	6	 
	9.

	 	CONDITIONS PRECEDENT TO CLOSING
	 	 	6	 
	10.

	 	DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
	 	 	8	 
	11.

	 	DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
	 	 	9	 
	12.

	 	OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE
	 	 	10	 
	13.

	 	POST-CLOSING COVENANTS
	 	 	11	 
	14.

	 	AS-IS
	 	 	13	 
	15.

	 	BROKER
	 	 	15	 
	16.

	 	CASUALTY; CONDEMNATION
	 	 	16	 
	17.

	 	REMEDIES
	 	 	17	 
	18.

	 	PURCHASERS ACCESS TO THE PREMISES
	 	 	18	 
	19.

	 	PURCHASER’S INDEMNITY
	 	 	18	 
	20.

	 	DOWNPAYMENT
	 	 	19	 
	21.

	 	ASSIGNMENT
	 	 	19	 
	22.

	 	ACCESS TO RECORDS
	 	 	19	 
	23.

	 	NOTICES
	 	 	20	 
	24.

	 	PROPERTY INFORMATION AND CONFIDENTIALITY
	 	 	21	 
	25.

	 	MISCELLANEOUS
	 	 	22	 






LIST OF SCHEDULES




Schedule 1 —  Description of the Land

Schedule 2 —  Excluded Personal Property

Schedule 3 —  Permitted Encumbrances

Schedule 4 —  Leases




LIST OF EXHIBITS




Exhibit A —  Deed of Sale

Exhibit B —  Assignment and Assumption of Licenses

Exhibit C —  Bill of Sale

Exhibit D —  Deed of Lease

Exhibit E —  Deed of Easement

Exhibit F —  Assumption of Purchaser=s Confidentiality Agreement by Purchaser=s Representative




i 









 





TABLE OF DEFINED TERMS




     The following capitalized terms are defined in the respective Section of the Agreement
identified below:



     “Agreement” — as such term is defined in the opening paragraph hereof.



     “Basic Sale Terms” — as such term is defined in Section 13(b)(ii) hereof.



     “Bill of Sale” — as such term is defined in Section 10(c) hereof.



     “Broker” — as such term is defined in Section 15 hereof.



     “Buildings” — as such term is defined in Section 1(a) hereof.



     “Change of Control” — as such term is defined in Section 13(b) hereof.



     “Closing” — as such term is defined in Section 4 hereof.



     “Closing Date” — as such term is defined in Section 4 hereof.



     “Control Group” — as such term is defined in Section 13(b) hereof.



     “Deed of Easement” as such term is defined in Section 11(f).



     “Deed of Lease” — as such term is defined in Section 10(d) hereof.



     “Deed of Sale” — as such term is defined in Section 10(a) hereof.



     “Downpayment” — as such term is defined in Section 2(a) hereof.



     “Election Notice” — as such term is defined in Section 13(b)(ii) hereof.



     “Election Period” — as such term is defined in Section 13(b)(ii) hereof.



     “First Refusal Purchase Price” — as such term is defined in Section 13(b)(i) hereof.



     “First Refusal Right” — as such term is defined in Section 13(b) hereof.



     “Initial Period” — as such term is defined in Section 13(b)(iii) hereof.



     “Investigations” — as such term is defined in Section 18 hereof.



     “Land” — as such term is defined in Section 1(a) hereof.



     “Laws” — as such term is defined in Section 7(a)(i)(3) hereof.



 









 





     “License Assignment” — as such term is defined in Section 10(b) hereof.



     “Licenses” — as such term is defined in Section 10(b) hereof.



     “Notice of Objection” — as such term is defined in Section 20(b)(i) hereof.



     “Offer Expiration Date” — as such term is defined in Section 20(a)(i) hereof.



     “Offered Assets” — as such term is defined in Section 13(b) hereof.



     “Option Agreement” — as such term is defined in Section 13(a) hereof.



     “Parking Building” — as such term is defined in Section 13(a) hereof.



     “Parking Lease” as such term is defined in Section 13(a) hereof.



     “Parking Spaces” — as such term is defined in Section 13(a) hereof.



     “Permitted Encumbrances” — as such term is defined in Section 5 hereof.



     “Personal Property” — as such term is defined in Section 1(a) hereof.



     “Premises” — as such term is defined in Section 1(a) hereof.



     “Property Information” — as such term is defined in Section 24(e) hereof.



     “Purchase Price” — as such term is defined in Section 2(a) hereof.



     “Purchaser” — as such term is defined in the opening paragraph hereof.



     “Purchaser’s Documents” — as such term is defined in Section 7(b)(i)(2) hereof.



     “Purchaser’s Representatives” — as such term is defined in Section 24(e) hereof.



     “Quisqueya” — as such term is defined in Section 13(a) hereof.



     “Quisqueya Parcel” — as such term is defined in Section 13(a) hereof.



     “Sale Notice” — as such term is defined in Section 13(b)(i) hereof.



     “Seller” — as such term is defined in the opening paragraph hereof.



     “Seller’s Affiliates” — as such term is defined in Section 25(e) hereof.



     “Seller’s Documents” — as such term is defined in Section 7(a)(i)(2) hereof.



ii 









 





     “Transferor” — as such term is defined in Section 13(b) hereof.




iii 









 








SALE -PURCHASE AGREEMENT

(HQ Office Building)




     SALE-PURCHASE AGREEMENT (this “Agreement”), dated as of the 20th day of December,
2007, by and between BANCO SANTANDER PUERTO RICO, a banking corporation organized under the laws of
the Commonwealth of Puerto Rico (“Seller”), and CORPORACIÓN HATO REY UNO, a corporation organized
under the laws of the Commonwealth of Puerto Rico (“Purchaser”).



WITNESSETH




     WHEREAS, Seller is the owner of the Premises more particularly described below and has
expressed its intent to sell the Premises to Purchaser and Purchaser has expressed its intent to
purchase the Premises from Seller;



     WHEREAS, Purchaser agrees to purchase the Premises in its “AS-IS-WHERE-IS” condition and
further acknowledges that, except as set forth herein, Seller has made no representations or
warranties to Purchaser regarding the Premises or the operation thereof; and



     WHEREAS, Seller and Purchaser now desire to enter into an agreement whereby, subject to the
terms and conditions contained herein, Seller shall sell the Premises to Purchaser and Purchaser
shall purchase the Premises from Seller.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
and intending to be legally bound hereby, it is hereby agreed as follows:


1. SALE OF PREMISES.




     (a) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from
Seller, at the price and upon the terms and conditions set forth in this Agreement, that certain
parcel of land located in the Martín Peña Ward of the Municipality of San Juan, Puerto Rico, as
more particularly described in Schedule “1” annexed hereto and made a part hereof (the
“Land”), together with (i) all buildings and other improvements situated on the Land (collectively,
the “Buildings”), (ii) all easements, rights of way, reservations, privileges, appurtenances, and
other estates and rights of Seller pertaining to the Land and the Buildings, (iii) all right, title
and interest of Seller in and to all fixtures attached or appurtenant to the Land or the Buildings,
as more particularly described in Schedule “1” annexed hereto and made a part hereof
(collectively, the “Personal Property”), and (iv) subject to Section 13(a), all right,
title and interest of Seller in and to the Parking Spaces (the Land, together with all of the
foregoing items listed in clauses (i)-(iv) above being hereinafter sometimes collectively referred
to as the “Premises”).



     (b) Specifically excluded from the Premises and this sale are all items of personal property,
equipment and furniture not described in Section 1(a) and the items described in
Schedule “2” annexed hereto and made a part hereof.



 









 





     (c) Anything herein to the contrary notwithstanding, Seller shall not be deemed to have
incurred or assumed any obligation to Purchaser hereunder unless and until Seller shall have
executed and delivered this Agreement to Purchaser on or prior to the Offer Expiration Date (as
hereafter defined in Section 20(a)(i)).


2. PURCHASE PRICE.




     (a) The purchase price to be paid by Purchaser to Seller for the Premises (the “Purchase
Price”) is THIRTY SEVEN MILLION DOLLARS ($37,000,000.00) Dollars which shall not be subject to
adjustment for any reason (precio alzado). The Purchase Price shall be payable as follows:




	 	(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.





     (b) The Purchase Price shall be allocated as follows:



	 	 	 
	Property	 	Allocation
	 
	 	 
	Premises (other than Parking Spaces)
	 	$31,500,000
	 
	 	 
	Parking Spaces
	 	$5,500,000
	 
	 	($27,500 per Parking Space)






2









 






     The parties hereto acknowledge and agree that the value of the Personal Property, if any,
transferred hereunder is de minimus and no part of the Purchase Price is allocable thereto.



     (c) Purchaser acknowledges that Seller has no obligation to provide any financing for the
purchase of the Property by Purchaser.



     (d) Purchaser’s obligation to purchase the Property pursuant hereto is not and shall not be:



          (i) contingent on Purchaser’s ability to obtain financing for any part of the Purchase Price;




          (ii) subject to any regulatory approval or condition applicable to Purchaser;




          (iii) contingent on the occurrence of events or conditions scheduled or intended to occur
following the Closing;




          (iv) subject to any claim or condition for any allowance or deduction based upon any grounds,
including, without limitation, that the Property has a particular surface area or will be fit for
any particular purpose, use or development; or




          (v) contingent on the results of Purchaser’s investigations, examinations or inspections of
the Property.




     (e) The Purchase Price shall be fully earned by the Seller on the Closing Date.


3. APPORTIONMENTS.




     (a) The following shall be apportioned between Seller and Purchaser at the Closing:




	 	(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.





     (b) If any of the items subject to apportionment under the foregoing provisions of this
Section 3 cannot be apportioned at the Closing because of the unavailability of the
information



3









 




necessary to compute such apportionment, or if any errors or omissions in computing
apportionments at the Closing are discovered subsequent to the Closing, then such item shall be
reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date
and the proper party reimbursed, which obligation shall survive the Closing.



4. CLOSING DATE. The execution of the Deed and the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Seller’s counsel,
Pietrantoni Méndez & Alvarez, LLP, in San Juan, Puerto Rico, at 10:00 a.m. on December 20, 2007
(the “Closing Date”). Seller will not grant Purchaser any extension of the Closing Date.



5. PERMITTED ENCUMBRANCES. Seller shall convey and Purchaser shall accept title to the
Premises subject to those matters set forth on Schedule “3” annexed hereto and made a part
hereof (collectively, the “Permitted Encumbrances”).



6. [INTENTIONALLY DELETED] .



7. REPRESENTATIONS AND WARRANTIES.




     (a) (i) Seller represents and warrants to Purchaser as follows:




	 	(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









 






	 	 	 	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.





     (b) (i) Purchaser represents and warrants to Seller as follows:




	 	(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









 






	 	 	 	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.




     (a) With respect to the Deed of Sale, (i) Seller shall pay the cost of internal revenue,
notarial and legal assistance stamps required for the original of the Deed of Sale; (ii) Purchaser
shall pay the cost of internal revenue, notarial and legal assistance stamps required for the first
certified copy of the Deed of Sale and all stamps and vouchers and other costs relating to the
recordation of such certified copy in the Registry of Property; and (iii) Seller shall designate
the notary public before whom the Deed of Sale shall be executed and Seller shall pay the
corresponding notarial tariff relating thereto.



     (b) With respect to each of the Deed of Lease, the Parking Lease and the Deed of Easement, (i)
Seller shall pay the cost of internal revenue, notarial and legal assistance stamps required for
the original and first certified copy of each such deed and all stamps and vouchers and other costs
relating to the recordation of such certified copy in the Registry of Property; and (ii) Seller
shall designate the notary public before whom such Deed of Lease and Deed of Easement shall be
executed and shall pay the corresponding notarial tariff relating thereto.


9. CONDITIONS PRECEDENT TO CLOSING.




     (a) Purchaser’s obligation under this Agreement to purchase the Premises (other than the
Parking Spaces) on the Closing Date is subject to the fulfillment of each of the following
conditions, subject, however, to the provisions of Section 9(c):



6









 






	 	(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.





     (b) Seller’s obligation under this Agreement to sell the Premises (other than the Parking
Spaces, which will be sold and transferred to Purchaser in accordance with Section 13(a))
to Purchaser is subject to the fulfillment of each of the following conditions, subject, however to
the provisions of 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









 






	 	 	 	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.





     (c) In the event that any condition contained in Section 9(a) or (b) is not
satisfied, the party entitled to the satisfaction of such condition as a condition to its
obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to
(i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or
(ii) terminate this Agreement. In the event such party elects to terminate this Agreement, this
Agreement shall be terminated and neither party shall have any further rights, obligations or
liabilities hereunder, except for the Surviving Obligations, and except that if Purchaser
terminates this Agreement because of a condition contained in Section 9(a) is not
satisfied, then Purchaser shall be entitled to a return of the Downpayment subject to Section
24(d) and provided Purchaser is not otherwise in default hereunder. Nothing contained in this
Section 9(c) shall be construed so as to bestow any right of termination upon a party for
the failure of a condition to be satisfied unless such party is expressly entitled to the
satisfaction of such condition as provided in Section 9(a) or (b).


10. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall execute,
acknowledge and/or deliver, as applicable, the following to Purchaser:




     (a) A deed of grouping and purchase and sale in the form of Exhibit “A” annexed hereto
and made a part hereof (the “Deed of Sale”) conveying title to the Premises (except for the Parking
Spaces, which will be conveyed to Purchaser in accordance with Section 13(a)) free of all
liens, encumbrances and rights of third parties except the Permitted Encumbrances;



     (b) The Assignment and Assumption of Licenses in the form of Exhibit “B” annexed
hereto and made a part hereof (the “License Assignment”) assigning without warranty or
representation all of Seller’s right, title and interest, if any, in and to all of the assignable
licenses, permits, certificates, approvals, authorizations and variances issued for or with respect
to the Premises by any governmental authority (collectively, the “Licenses”);



     (c) A bill of sale in the form of Exhibit “C” annexed hereto and made a part hereof
(the “Bill of Sale”) conveying, transferring and selling to Purchaser all right, title and interest
of Seller in and to all Personal Property;



8









 





     (d) A lease agreement and a deed converting said lease agreement to a public instrument, both
documents in the form of Exhibit “D” annexed hereto and made a part hereof (said lease
agreement and the deed of conversion to public deed, collectively, the “Deed of Lease”), whereby
Purchaser, as landlord, demises and leases to Seller, as tenant, the Premises;



     (e) To the extent in Seller’s possession and not already located at the Premises, all
Licenses;



     (f) To the extent in Seller’s possession, plans and specifications of the Buildings;



     (g) (i) Copies of the resolutions of the board of directors of Seller authorizing the
execution, delivery and performance of this Agreement, the Deed of Sale, the Deed of Lease and the
consummation of the transactions contemplated by this Agreement, certified as true and correct by
the Secretary or Assistant Secretary of Seller; and (ii) an incumbency certificate executed by the
Secretary or Assistant Secretary of Seller with respect to those officers of Seller executing any
documents or instruments in connection with the transactions contemplated herein; and



     (h) All other documents Seller is required to deliver pursuant to the provisions of this
Agreement.


11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING. At the Closing, Purchaser shall
execute, acknowledge and/or deliver, as applicable, the following to Seller:




     (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section
2(a)(ii), subject to apportionments, credits and adjustments as provided in this Agreement;



     (b) the Deed of Sale;



     (c) the License Assignment;



     (d) the Bill of Sale;



     (e) the Deed of Lease;



     (f) a deed of easement in the form of Exhibit “E” annexed hereto and made a part
hereof (the “Deed of Easement”), whereby Purchaser constitutes a personal easement in favor of
Seller over a portion of the Land adjoining the Ponce de León Avenue and on which an “almendro”
tree is planted, restricting Purchaser or any future owner, mortgagee or occupant of the Premises
from removing, cutting or in any way affecting said tree, except to the extent that said tree dies
of natural causes;



     (g) (i) copies of the organizational documents of Purchaser and of the resolutions of the
board of directors or other governing body Purchaser authorizing the execution, delivery and
performance of this Agreement, the Deed of Sale, the Deed of Lease, the Deed of Easement and the
consummation of the transactions contemplated by this Agreement certified as true and correct by
the Secretary or Assistant Secretary of Purchaser; and (ii) an incumbency certificate executed by
the



9









 




Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser
executing any documents or instruments in connection with the transactions contemplated herein; and




     (h) All other documents Purchaser is required to deliver pursuant to the provisions of this
Agreement;


12. OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE. Between the date hereof and the
Closing Date, Seller shall have the right to continue to operate and maintain the Premises. In
connection therewith, with respect to the tax year in which the Closing occurs, and all prior tax
years, Seller is hereby authorized to commence, continue and control the progress of, and to make
all decisions with respect to, any proceeding or proceedings, whether or not now pending, for the
reduction of the assessed valuation of the Premises, and, in its sole discretion, to try or settle
the same. All net tax refunds and credits attributable to any tax year prior to the tax year in
which the Closing occurs shall belong to and be the property of Seller. All net tax refunds and
credits attributable to any tax year subsequent to the tax year in which the Closing occurs shall
belong to and be the property of Purchaser. All net tax refunds and credits attributable to the
tax year in which the Closing occurs shall be divided between Seller and Purchaser in accordance
with the apportionment of taxes pursuant to the provisions of this Agreement, after deducting
therefrom a pro rata share of all expenses, including, without limitation, counsel fees and
disbursements and consultant’s fees, incurred in obtaining such refund, the allocation of such
expenses to be based upon the total refund obtained in such proceeding and in any other proceeding
simultaneously involved in the trial or settlement. Purchaser agrees to cooperate with Seller in
connection with the prosecution of any such proceedings and to take all steps, whether before or
after the Closing Date, as may be necessary to carry out the intention of the foregoing, including,
without limitation, the delivery to Seller, upon demand, of any relevant books and records,
including receipted tax bills and canceled checks used in payment of such taxes, the execution of
any and all consents or other documents, and the undertaking of any act necessary for the
collection of such refund by Seller. The provisions of this Section 12(b) shall survive
the Closing.




10









 







13. POST-CLOSING COVENANTS.




     (a) Parking Spaces. Seller hereby represents to Purchaser that pursuant to a certain
Option Agreement dated April 27, 2007 (the “Option Agreement”) among CREFISA, Inc., D&D Investment
Group, S.E. and Quisqueya 12, Inc. (“Quisqueya”), Quisqueya agreed: (i) to construct, on a parcel
of land with a superficial area equal to 2,054.0303 square meters and recorded in the Registry of
Property of Puerto Rico, Second Section of San Juan at page (folio) 282 of volume (tomo) 1,140 of
Río Piedras Norte, property number 32,442 (the “Quisqueya Parcel”), a commercial multistory parking
building (the “Parking Building”) containing no less than 495 parking spaces; (ii) upon completion
of the construction of the Parking Building, at Quisqueya’s sole cost and expense, to submit the
Quisqueya Parcel and the Parking Building to the Puerto Rico Condominium Act to create a
condominium regime containing at least 495 separate and individual parking space units; and (iii)
to sell and transfer to Seller, within thirty (30) days after the submission of the Quisqueya
Parcel and the Parking Building to a condominium regime, 200 parking space units (the “Parking
Spaces”) located in the Parking Building. Seller hereby agrees, subject to the representations,
warranties, agreements, limitations, disclaimers and other terms and conditions set forth in this
Agreement and as consideration for the purchase price set forth in Section 2, to sell and
transfer to Purchaser, and Purchaser agrees to purchase, the Parking Spaces on or before October
31, 2009. The sale and transfer of the Parking Spaces to Purchaser shall be effected pursuant to a
deed of purchase and sale in the form of Exhibit “A” annexed hereto and made a part hereof,
and the costs relating to the execution and recordation of said deed shall be borne by the parties
as set forth in Section 8(a). Seller’s obligation to sell the Parking Spaces to purchaser
is subject to the condition precedent that (i) Purchaser shall have consummated the acquisition of
the Premises (except for the Parking Spaces) as contemplated in this Agreement and shall have
complied with all of its obligations arising hereunder; and (ii) Purchaser and Seller shall have
executed a deed of lease and/or a lease agreement and a deed converting said lease agreement to a
public instrument (the “Parking Lease”), whereby Purchaser, as landlord, shall lease and demise the
Parking Spaces to Seller, as tenant. The Parking Lease shall contain all the applicable terms and
conditions set forth in the Deed of Lease, except that (i) the rent payable under the Parking Lease
shall be $25,000 per month, commencing on June 1, 2008, (ii) the initial term of the Parking Lease
shall be the initial term remaining under the Deed of Lease at the time of the execution of the
Parking Lease, and (iii) Landlord and Tenant agree to amend Section 5.1 of the Deed of Lease so
that the $210,000 threshold set forth therein is allocated between the Deed of Lease and the
Parking Lease. Seller hereby agrees to pay said rent under the Parking Lease commencing on June 1,
2008, even if the sale of the Parking Spaces by the Seller to the Purchaser has not been
consummated and the Parking Lease has not been executed by the parties by said date. The Parking
Lease shall be recorded in the Registry of Property in favor of Seller as a first priority Lien on
the Parking Spaces.



     (b) Right of First Refusal. If Purchaser or one or more members of the Control Group
(Purchaser or such member, as applicable, the “Transferor”) receive and determine to accept during
the Term a bona fide offer from a third party to (i) in the case of the Purchaser, purchase all or
part of the Premises, the Land, the Buildings, the Parking Spaces and any improvements thereon, or
(ii) in the case of such members of the Control Group, purchase all or part of the outstanding
direct or indirect ownership interest in the Purchaser resulting in a Change of Control (such
Premises or
ownership interest, as applicable, the “Offered Asset”), prior to accepting such bona fide
offer,



11









 




Transferor shall provide Seller (and, in the case of any member of the Control Group,
Purchaser shall cause such member to provide Seller) with a first refusal right to purchase the
Offered Asset for cash (the “First Refusal Right”) on and subject to the following terms and
conditions:





	 	(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
fide offer.
	 
	 	(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









 






	 	 	 	(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.





     (c) The provisions of this Section 13 shall survive the Closing.


14. AS-IS.




     (a) Purchaser agrees to accept title to the Premises (including the Parking Spaces) subject to
such facts, circumstances, defects and problems which exist at the time of the Closing on an
“As-Is, Where-Is” basis and Purchaser declares, agrees and accepts that it is not relying on any
representations or warranties of Seller or any other person as to the state of the Premises, except
as provided in Section 7 (a)(ii) this Agreement.



13









 





     (b) This Agreement, as written, contains all the terms of the agreement entered into between
the parties as of the date hereof, and Purchaser acknowledges that neither Seller nor any of
Seller=s Affiliates, nor any of their agents or representatives, nor Broker has made any
representations or held out any inducements to Purchaser, and Seller hereby specifically disclaims
any representation, oral or written, past, present or future, other than those specifically set
forth in Section 7(a) and Section 15. Without limiting the generality of the
foregoing, Purchaser has not relied on any representations or warranties, and neither Seller nor
any of Seller’s Affiliates, nor any of their agents or representatives has or is willing to make
any representations or warranties, express or implied, other than as may be expressly set forth
herein, as to (i) the status of title to the Premises (including, without limitation, the Parking
Spaces) and the Personal Property, (ii) the Licenses, (iii) the current or future real estate tax
liability, assessment or valuation of the Premises, but subject to apportionment as provided in
Section 3(a)(i); (iv) the potential qualification of the Premises for any and all benefits
conferred by any Laws whether for subsidies, special real estate tax treatment, insurance,
mortgages or any other benefits, whether similar or dissimilar to those enumerated; (v) the
compliance of the Premises in its current or any future state with applicable Laws or any
violations thereof, including, without limitation, those relating to access for the handicapped,
environmental or zoning matters, and the ability to obtain a change in the zoning or a variance in
respect to the Premises’ non-compliance, if any, with zoning Laws; (vi) the nature and extent of
any access, egress, right-of-way, lease, possession, lien, encumbrance, license, reservation,
condition or otherwise; (vii) the availability of any financing for the purchase, alteration,
rehabilitation or operation of the Premises from any source, including, without limitation, any
government authority or any lender; (viii) the current or future use of the Premises, including,
without limitation, the Premises’ use for commercial, manufacturing or general office purposes;
(ix) the present and future condition and operating state of any Personal Property and the present
or future structural and physical condition of the Buildings, their suitability for rehabilitation
or renovation, or the need for expenditures for capital improvements, repairs or replacements
thereto; (x) the viability or financial condition of any tenant; (xi) the status of the leasing
market in Puerto Rico; or (xii) the actual or projected income or operating expenses of the
Premises.



     (c) Purchaser knowingly and expressly waives, and Seller hereby disclaims, the warranties
against latent and hidden defects imposed by the Civil Code of Puerto Rico upon sellers of real
property, including, but not limited to, the warranties against latent and hidden defects set forth
in Article 1363 of the Civil Code of Puerto Rico. Purchaser declares and acknowledges that it has
agreed to the waiver of the warranties against latent and hidden defects set forth in the preceding
sentence with full and complete knowledge of the risks and legal consequences which such waiver
entails.



     (d) Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and
complete investigations, examinations and inspections of the Premises and all Property Information.
Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to
Purchaser and Purchaser’s Representatives by Seller or Seller’s Affiliates, or any of their agents
or representatives may have been prepared by third parties and may not be the work product of
Seller and/or any of Seller’s Affiliates; (ii) neither Seller nor any of Seller’s Affiliates has
made any independent investigation or verification of, or has any knowledge of, the accuracy or
completeness of, the Property Information; (iii) the Property Information delivered or made
available
to Purchaser and Purchaser’s Representatives is furnished to each of them at the request, and
for the



14









 




convenience of, Purchaser; (iv) Purchaser is relying solely on its own investigations,
examinations and inspections of the Premises and those of Purchaser’s Representatives and is not
relying in any way on the Property Information furnished by Seller or any of Seller’s Affiliates,
or any of their agents or representatives; (v) Seller expressly disclaims any representations or
warranties with respect to the accuracy or completeness of the Property Information and Purchaser
releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all
liability with respect thereto; and (vi) any further distribution of the Property Information is
subject to Section 24.




     (e) Purchaser or anyone claiming by, through or under Purchaser, hereby fully and irrevocably
releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all
claims that it may now have or hereafter acquire against Seller or Seller’s Affiliates, or their
agents or representatives for any cost, loss, liability, damage, expense, action or cause of
action, whether foreseen or unforeseen, arising from or related to any construction defects, errors
or omissions on or in the Premises, the presence of environmentally hazardous, toxic or dangerous
substances, or any other conditions (whether patent, latent or otherwise) affecting the Premises,
except for claims against Seller based upon any obligations and liabilities of Seller expressly
provided in this Agreement. Purchaser further acknowledges and agrees that this release shall be
given full force and effect according to each of its expressed terms and provisions, including, but
not limited to, those relating to unknown and suspected claims, damages and causes of action. As a
material covenant and condition of this Agreement, Purchaser agrees that in the event of any such
construction defects, errors or omissions, the presence of environmentally hazardous, toxic or
dangerous substances, or any other conditions affecting the Premises, Purchaser shall have no
claims against Seller, except for claims against Seller based upon any obligations and liabilities
of Seller expressly provided in this Agreement.



     (f) Purchaser hereby acknowledges that it has inspected the Premises prior to the date of this
Agreement, is thoroughly acquainted with and accepts its condition, and has reviewed, to the extent
necessary in its discretion, all the Property Information. Seller shall not be liable or bound in
any manner by any oral or written “setups” or information pertaining to the Premises or the rents
furnished by Seller, Seller’s Affiliates, their agents or representatives, any real estate broker,
including, without limitation, the Broker, or other person.



     (g) The provisions of this Section 14 shall survive the termination of this Agreement
and the Closing.


15. BROKER. Purchaser and Seller represent and warrant to each other that CB Richard Ellis
and Ríos Commercial Properties (collectively, the “Broker”) are the sole brokers with whom it has
dealt in connection with the Premises and the transactions described herein. Seller shall be
liable for, and shall indemnify Purchaser against, all brokerage commissions or other compensation
due to the Broker arising out of the transaction contemplated in this Agreement, which compensation
shall be paid subject and pursuant to a separate agreement between Seller and the Broker. Each
party hereto agrees to indemnify, defend and hold the other harmless from and against any and all
claims, causes of action, losses, costs, expenses, damages or liabilities, including reasonable
attorneys’ fees and disbursements, which the other may sustain, incur or be
exposed to, by reason of any claim or claims by any broker, finder or other person, except (in the
case of Purchaser as indemnitor hereunder) the Broker, for fees, commissions or other compensation
arising out of the transactions





15









 







contemplated in this Agreement if such claim or claims are based in
whole or in part on dealings or agreements with the indemnifying party. Notwithstanding any
provisions of this Agreement to the contrary, in no event shall Seller be liable for, and the
foregoing indemnity of Seller shall in no event apply to, claims by any broker, finder or other
person for such fees, commissions or other compensation if such claims are based upon dealings or
agreements with prior owners of the Premises. The obligations and representations and warranties
contained in this Section 15 shall survive the termination of this Agreement and the
Closing.



16. CASUALTY; CONDEMNATION.




     (a) Casualty. If a “material” part (as hereinafter defined) of the Premises is
damaged or destroyed by fire or other casualty, Seller shall notify Purchaser of such fact and,
except as hereinafter provided, either party shall have the option to terminate this Agreement upon
notice to the other party given not later than five (5) days after receipt of Seller’s notice. If
this Agreement is so terminated, the provisions of Section 16(d) shall apply.
Notwithstanding the foregoing, if a “material” part of the Premises is damaged or destroyed and
Purchaser elects to terminate this Agreement as provided above, Purchaser’s election shall be
ineffective if within ten (10) days after Seller’s receipt of Purchaser’s election notice, Seller
shall elect by notice to Purchaser to repair such damage or destruction and shall thereafter
complete such repair within 120 days after the then scheduled Closing Date at the time of
Purchaser’s election. If Seller makes such election to repair, Seller shall have the right to
adjourn the Closing Date one or more times for up to one hundred twenty (120) days in the aggregate
in order to complete such repairs and shall have the right to retain all insurance proceeds which
Seller may be entitled to receive as a result of such damage or destruction. If (i) Purchaser does
not elect to terminate this Agreement, (ii) Purchaser elects to terminate this Agreement but such
election is ineffective because Seller elects to repair such damage and completes such repair
within such 120-day period provided above, or (iii) there is damage to or destruction of an
“immaterial” part (“immaterial” is herein deemed to be any damage or destruction which is not
“material”, as such term is hereinafter defined) of the Premises, Purchaser shall close title as
provided in this Agreement and, at the Closing, Seller shall, unless Seller has repaired such
damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance
collected by Seller, and (y) assign and transfer to Purchaser all right, title and interest of
Seller in and to any uncollected insurance proceeds which Seller may be entitled to receive from
such damage or destruction. A “material” part of the Premises shall be deemed to have been damaged
or destroyed if the cost of repair or replacement shall be $500,000 or more as reasonably as
estimated by Seller.



     (b) Condemnation: If, prior to the Closing Date, all or any “significant” portion (as
hereinafter defined) of the Premises is taken by eminent domain or condemnation (or is the subject
of a pending taking which has not been consummated), Seller shall notify Purchaser of such fact and
either party shall have the option to terminate this Agreement upon notice to the other party given
not later than five (5) days after receipt of the Seller’s notice. If this Agreement is so
terminated, the provisions of Section 16(d) shall apply. If Purchaser does not elect to
terminate this Agreement, or if an “insignificant” portion (“insignificant” is herein deemed to be
any taking which is not “significant”, as such term is herein defined) of the Premises is taken by
eminent domain or
condemnation, at the Closing Seller shall assign and turnover, and Purchaser shall be entitled
to receive and keep, all awards or other proceeds for such taking by eminent domain or
condemnation.



16









 




A “significant” portion of the Premises means more than ten percent (10%) of the
surface area of the Land.




     (c) Notwithstanding anything contained in Section 16(a) and Section 16(b) to
the contrary, if this Agreement is not terminated as provided in Section 16(a) or
Section 16(b) and the insurance, eminent domain or condemnation proceeds payable with
respect to the Premises as a result of any casualty or taking exceeds the Purchase Price, Seller’s
obligation to pay over to Purchaser those proceeds paid to Seller prior to the Closing shall be
limited to the amount of the Purchase Price and Seller shall be entitled to retain the remainder of
such proceeds. To the extent that payment of all or any portion of such proceeds does not occur
prior to the Closing, the parties agree that Seller shall be entitled to that portion of the
proceeds in excess of the Purchase Price, which agreement shall survive the Closing. In such
event, the provisions of the Deed of Lease or the Parking Lease related to casualty or
condemnation, as applicable, shall apply to the relationship of the Seller and Purchaser, as lessee
and lessor.



     (d) If Purchaser elects to terminate this Agreement pursuant to Section 16(a) or
16(b), this Agreement shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment subject to Section 24(d) and
provided Purchaser is not otherwise in default hereunder.


17. REMEDIES.




     (a) If the Closing fails to occur by reason of Seller’s inability to perform its obligations
under this Agreement, then Purchaser, as its sole remedy for such inability of Seller, may
terminate this Agreement by written notice to Seller. If Purchaser elects to terminate this
Agreement, then this Agreement shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment subject to Section 24(d) and
provided Purchaser is not otherwise in default hereunder. Except as set forth in this Section
17(a), Purchaser hereby expressly waives, relinquishes and releases any other right or remedy
available to it at law, in equity or otherwise by reason of Seller’s inability to perform its
obligations hereunder.



     (b) If the Closing fails to occur by reason of Purchaser’s failure or refusal to perform its
obligations hereunder, then Seller, as its sole remedy hereunder, may (i) terminate this Agreement
by written notice to Purchaser or (ii) seek specific performance from Purchaser. If Seller elects
to terminate this Agreement, then this Agreement shall be terminated and Seller may retain the
Downpayment as liquidated damages for all loss, damage and expenses suffered by Seller, it being
agreed that Seller’s damages are impossible to ascertain, and neither party shall have any further
rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing
contained herein shall limit or restrict Seller’s ability to pursue any rights or remedies it may
have against Purchaser with respect to the Surviving Obligations.



     (c) If the Closing fails to occur by reason of Seller’s failure or refusal to perform its
obligations hereunder, then Purchaser, as its sole remedy hereunder, may (i) terminate this



17









 




Agreement by notice to Seller or (ii) seek specific performance from Seller. If Purchaser elects
to terminate this Agreement, then this Agreement shall be terminated and neither party shall have
any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and
except that Purchaser shall be entitled to a return of the Downpayment subject to Section
24(d) and provided Purchaser is not otherwise in default hereunder. Except as set forth in
this Section 17(c), Purchaser hereby expressly waives, relinquishes and releases any other
right or remedy available to it at law, in equity or otherwise by reason of Seller’s inability to
perform its obligations hereunder. As a condition precedent to Purchaser exercising any right it
may have to bring an action for specific performance as the result of Seller’s failure or refusal
to perform its obligations hereunder, Purchaser must commence such an action within ninety (90)
days after the occurrence of such default. Purchaser agrees that its failure to timely commence
such an action for specific performance within such ninety (90) day period shall be deemed a waiver
by it of its right to commence such an action.



18. PURCHASER=S ACCESS TO THE PREMISES. (a) The parties hereto hereby acknowledge
that prior to the date of execution of this Agreement, Purchaser and Purchaser’s Representatives
have entered upon the Premises for the sole purpose of inspecting the Premises and making surveys,
soil borings, engineering tests and other investigations, inspections and tests (collectively,
“Investigations”). As a condition precedent to the Investigations, Purchaser has agreed to furnish
to Seller, at no cost or expense to Seller, copies of all surveys, soil test results, engineering,
asbestos, environmental and other studies and reports relating to the Investigations which
Purchaser obtained with respect to the Premises promptly after Purchaser’s receipt of same.




     (b) Purchaser hereby agrees to indemnify Seller and Seller’s Affiliates and hold Seller and
Seller’s Affiliates harmless from and against any and all claims, demands, causes of action,
losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees
and disbursements), suffered or incurred by Seller or any of Seller’s Affiliates and arising out of
or in connection with (i) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Premises,
(ii) any Investigations or other activities conducted thereon by Purchaser or Purchaser’s
Representatives, (iii) any liens or encumbrances filed or recorded against the Premises as a
consequence of the Investigations or any and all other activities undertaken by Purchaser or
Purchaser’s Representatives, and/or (iv) any and all other activities undertaken by Purchaser or
Purchaser’s Representatives with respect to the Premises.



     For purposes of this Section 18, the term “Premises” shall exclude the Parking Spaces.



     The provisions of this Section 18 shall survive the termination of this Agreement and
the Closing.



     19. PURCHASER=S INDEMNITY. Except to the extent provided in the Deed of Lease,
Purchaser hereby agrees to indemnify Seller and Seller’s Affiliates against, and to hold Seller and
Seller’s Affiliates harmless from all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses (including, without limitation,
attorneys’ fees and disbursements) asserted against or incurred by Seller or any of Seller’s
Affiliates in connection with or arising out of (a) acts or omissions of Purchaser or Purchaser’s
Representatives, or other matters or occurrences that take place after the Closing and relate to
the ownership, maintenance or operation of the Premises, or



18









 




(b) a breach of any representation,
warranty or covenant of Purchaser contained in this Agreement. Purchaser’s obligations under this
Section 19 shall survive the Closing.



20. DOWNPAYMENT. Seller shall hold the Downpayment, without being required to pay any
interest thereon, and shall dispose of the Downpayment only in accordance with the following
provisions:




     (a) Seller shall disburse the Downpayment as follows:




	 	(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.





     (b) In the event of any dispute whatsoever among the parties with respect to disposition of
the Downpayment, Purchaser and Seller shall each have such remedies as are available at law or in
equity with respect thereto.



     (c) The provisions of this Section 20 shall survive the termination of this Agreement and the
Closing.


21. ASSIGNMENT. This Agreement may not be assigned by Purchaser without the express
written consent of Seller, which consent Seller shall have the right to withhold or grant in its
sole and absolute discretion; provided, however, Purchaser shall be entitled, upon
giving prior written notice to Seller, to assign its rights under this Agreement to an affiliate
that is one hundred percent (100%) owned and controlled by Purchaser, which assignment shall not
relieve Purchaser of any of its obligations under this Agreement.



22. ACCESS TO RECORDS. For a period of five (5) years subsequent to the Closing Date,
Seller, Seller’s Affiliates and their employees, agents and representatives shall be entitled to
access during business hours to all documents, books and records
given to Purchaser by Seller at the Closing for tax and audit purposes, regulatory compliance, and
cooperation with governmental investigations upon reasonable prior notice to Purchaser, and shall
have the right, at its sole cost and expense, to make copies of such documents, books and records.





19









 







23. NOTICES.




     (a) All notices, elections, consents, approvals, demands, objections, requests or other
communications which Seller or Purchaser may be required or desire to give pursuant to, under or by
virtue of this Agreement must be in writing and sent by (i) first class U.S. certified or
registered mail, return receipt requested, with postage prepaid, or (ii) express mail or courier
(for next business day delivery), addressed as follows:


If to Seller:



Banco Santander Puerto Rico

207 Ponce de León Avenue

San Juan, Puerto Rico 00917

Attention: General Counsel



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.



If to Purchaser:



Colgate-Palmolive Building

Suite 308

Metro Office Park

Guaynabo, Puerto Rico 00968-1705

Attention: Jacobo Ortiz-Murias, Esq.



With a copy to:



Oronoz & Oronoz

Colgate-Palmolive Building

Suite 308

Metro Office Park

Guaynabo, Puerto Rico 00968-1705

Attention: Mario Oronoz, Esq.




     (b) Seller or Purchaser may designate another addressee or change its address for notices and
other communications hereunder by a notice given to the other parties in the manner provided in
this Section 23. A notice or other communication sent in compliance with the provisions of
this Section 23 shall be deemed given and received on (i) the third (3rd) day following the
date it is



20









 




deposited in the U.S. mail, or (ii) the date it is delivered to the other party if sent
by express mail or courier.



24. PROPERTY INFORMATION AND CONFIDENTIALITY.




     (a) Purchaser agrees that, prior to the Closing, all Property Information has been and will
continue to be kept strictly confidential and shall not, without the prior consent of Seller, be
disclosed by Purchaser or Purchaser’s Representatives, in any manner whatsoever, in whole or in
part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for
any purpose other than evaluating the Premises. Moreover, Purchaser agrees that, prior to the
Closing, the Property Information has been and will be transmitted only to Purchaser’s
Representatives (i) who need to know the Property Information for the purpose of evaluating the
Premises, and who are informed by the Purchaser of the confidential nature of the Property
Information and (ii) who agree in writing to be bound by the terms of this Section 24 and
Section 14(d). Prior to the delivery or disclosure of any Property Information to
Purchaser’s Representatives at any time prior to the Closing, Purchaser agrees to notify Seller as
to their identity and to furnish Seller with their written assumption and adoption of the terms of
this Section 24 and Section 14(d), all in the form annexed hereto as Exhibit
“F” and made a part hereof. The provisions of this Section 24(a) shall in no event
apply to Property Information which is a matter of public record and shall not prevent Purchaser
from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax
and reporting requirements.



     (b) Purchaser and Seller, for the benefit of each other, hereby agree that between the date
hereof and the Closing Date, they will not release or cause or permit to be released any press
notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or
disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms,
conditions or substance of this Agreement or the transactions contemplated herein, without first
obtaining the written consent of the other party hereto. It is understood that the foregoing shall
not preclude either party from discussing the substance or any relevant details of the transactions
contemplated in this Agreement, subject to the terms of Section 24(a), with any of its
attorneys, accountants, professional consultants or potential lenders, as the case may be, or
prevent either party hereto from complying with Laws, including, without limitation, governmental
regulatory, disclosure, tax and reporting requirements.



     (c) Purchaser shall indemnify and hold Seller and Seller’s Affiliates harmless from and
against any and all claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by
Seller or any of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser
or Purchaser’s Representatives of the provisions of this Section 24.



     (d) In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall
promptly deliver to Seller all originals and copies of the Property Information referred to in
clause (i) of Section 24(e) in the possession of Purchaser and Purchaser’s Representatives.
Notwithstanding anything contained herein to the contrary, in no event shall Purchaser be entitled
to receive a return of the Downpayment or the accrued interest thereon, if any, if and when
otherwise



21









 




entitled thereto pursuant to this Agreement until such time as Purchaser and Purchaser’s
Representatives shall have performed the obligations contained in the preceding sentence.




     (e) As used in this Agreement, the term “Property Information” shall mean (i) all information
and documents in any way relating to the Premises, the operation thereof or the sale thereof
(including, without limitation, Licenses) furnished to, or otherwise made available for review by,
Purchaser or its directors, officers, employees, affiliates, partners, brokers, agents or other
representatives, including, without limitation, attorneys, accountants, contractors, consultants,
engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any of
Seller’s Affiliates, or their agents or representatives, including, without limitation, their
attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations,
data, studies, reports or other information or documents prepared or obtained by Purchaser or
Purchaser’s Representatives containing or based, in whole or in part, on the information or
documents described in the preceding clause (i), or the Investigations, or otherwise reflecting
their review or investigation of the Premises.



     (f) In addition to any other remedies available to Seller, Seller shall have the right to seek
equitable relief, including, without limitation, injunctive relief or specific performance, against
Purchaser or Purchaser’s Representatives in order to enforce the provisions of this Section
24.



     (g) The provisions of this Section 24 shall survive the termination of this Agreement
and the Closing.


25. MISCELLANEOUS.




     (a) This Agreement shall not be altered, amended, changed, waived, terminated or otherwise
modified in any respect or particular, and no consent or approval required pursuant to this
Agreement shall be effective, unless the same shall be in writing and signed by or on behalf of the
party to be charged.



     (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and to their respective heirs, executors, administrators, successors and permitted assigns.



     (c) All prior statements, understandings, representations and agreements between the parties,
oral or written, are superseded by and merged in this Agreement, which alone fully and completely
expresses the agreement between them in connection with this transaction and which is entered into
after full investigation, neither party relying upon any statement, understanding, representation
or agreement made by the other not embodied in this Agreement. This Agreement shall be given a
fair and reasonable construction in accordance with the intentions of the parties hereto, and
without regard to or aid of canons requiring construction against Seller or the party drafting this
Agreement.



     (d) Except as otherwise expressly provided herein and in the Deed of Lease, Purchaser’s
acceptance of the Deed of Sale shall be deemed a discharge of all of the obligations of Seller
hereunder and all of Seller’s representations, warranties, covenants and agreements herein shall
merge in the documents and agreements executed at the Closing and shall not survive the Closing.



22









 





     (e) Purchaser agrees that it does not have and will not have any claims or causes of action
against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner,
principal, parent, subsidiary or other affiliate of Seller, or any officer, director, employee,
trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate
(collectively, “Seller’s Affiliates”), arising out of or in connection with this Agreement or the
transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets for the
satisfaction of any liability or obligation arising under this Agreement or the transactions
contemplated hereby, or for the performance of any of the covenants, warranties or other agreements
contained herein, and further agrees not to sue or otherwise seek to enforce any personal
obligation against any of Seller’s Affiliates with respect to any matters arising out of or in
connection with this Agreement or the transactions contemplated hereby. Without limiting the
generality of the foregoing provisions of this Section 25(e), Purchaser hereby
unconditionally and irrevocably waives any and all claims and causes of action of any nature
whatsoever it may now or hereafter have against Seller’s Affiliates, and hereby unconditionally and
irrevocably releases and discharges Seller’s Affiliates from any and all liability whatsoever which
may now or hereafter accrue in favor of Purchaser against Seller’s Affiliates, in connection with
or arising out of this Agreement or the transactions contemplated hereby. The provisions of this
Section 25(e) shall survive the termination of this Agreement and the Closing.



     (f) Purchaser agrees that, wherever this Agreement provides that Purchaser must send or give
any notice, make an election or take some other action within a specific time period in order to
exercise a right or remedy it may have hereunder, time shall be of the essence with respect to the
taking of such action, and Purchaser’s failure to take such action within the applicable time
period shall be deemed to be an irrevocable waiver by Purchaser of such right or remedy.



     (g) No failure or delay of either party in the exercise of any right or remedy given to such
party hereunder or the waiver by any party of any condition hereunder for its benefit (unless the
time specified herein for exercise of such right or remedy has expired) shall constitute a waiver
of any other or further right or remedy nor shall any single or partial exercise of any right or
remedy preclude other or further exercise thereof or any other right or remedy. No waiver by
either party of any breach hereunder or failure or refusal by the other party to comply with its
obligations shall be deemed a waiver of any other or subsequent breach, failure or refusal to so
comply.



     (h) Neither this Agreement nor any memorandum thereof shall be recorded and any attempted
recordation hereof shall be void and shall constitute a default.



     (i) Delivery of this Agreement shall not be deemed an offer and neither Seller nor Purchaser
shall have any rights or obligations hereunder unless and until both parties have signed and
delivered an original of this Agreement. This Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an original, but all of
which taken together shall constitute but one and the same instrument.



     (j) Each of the Exhibits and Schedules referred to herein and attached hereto is incorporated
herein by this reference.



23









 





     (k) The caption headings in this Agreement are for convenience only and are not intended to be
a part of this Agreement and shall not be construed to modify, explain or alter any of the terms,
covenants or conditions herein contained.



     (l) This Agreement shall be interpreted and enforced in accordance with the laws of the
Commonwealth of Puerto Rico without reference to principles of conflicts of laws.



     (m) If any provision of this Agreement shall be unenforceable or invalid, the same shall not
affect the remaining provisions of this Agreement and to this end the provisions of this Agreement
are intended to be and shall be severable. Notwithstanding the foregoing sentence, if (i) any
provision of this Agreement is finally determined by a court of competent jurisdiction to be
unenforceable or invalid in whole or in part, (ii) the opportunity for all appeals of such
determination have expired, and (iii) such unenforceability or invalidity alters the substance of
this Agreement (taken as a whole) so as to deny either party, in a material way, the realization of
the intended benefit of its bargain, such party may terminate this Agreement within thirty (30)
days after the final determination by notice to the other. If such party so elects to terminate
this Agreement, then this Agreement shall be terminated and neither party shall have any further
rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment (together with all interest accrued
thereon, if any) subject to Section 24(d) and provided Purchaser is not otherwise in
default hereunder.



     (n) 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









 








     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 
	 	BANCO SANTANDER PUERTO RICO,

Seller

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 	CORPORACIÓN HATO REY UNO,

Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 



25









 






	 	 	 	 	 



SCHEDULE 1




DESCRIPTION OF THE LAND






“URBANA: Propiedad en el Barrio Martín Peña del término municipal de San Juan,
Puerto Rico, que tiene una cabida superficial de CUATRO MIL CUATROCIENTOS CUARENTA Y
UNO PUNTO SIETE MIL QUINIENTOS CUARENTA Y TRES (4,441.7543) METROS CUADRADOS,
equivalentes a UNO PUNTO TRECE (1.13) CUERDAS, en lindes por el NORTE, con la
Avenida Quisqueya (Carretera Estatal Número Cuarenta (40)); por el SUR, con terrenos
de Santesson Management Trust; por el ESTE, con la Avenida Ponce de León (Carretera
Estatal Número Veinticinco (25)); y por el OESTE, con la calle Haití.”



     The Land was formed by the grouping of the following parcels of land: property number 33,783,
recorded in the Registry of Property of Puerto Rico, Second Section of San Juan (the “Registry”) at
page (folio) 82 of volume (tomo) 1,181 of Río Piedras Norte; property number 4,489, recorded in the
Registry at overleaf of page (folio) 173 of volume (tomo) 982 of Río Piedras Norte; property number
2,859, recorded in the Registry at page (folio) 180 of volume (tomo) 231 of Río Piedras Norte; and
property number 2,863, recorded in the Registry at overleaf of page (folio) 184 of volume (tomo)
1,007 of Río Piedras Norte. Said grouping was effected pursuant to Deed Number 24, executed in San
Juan, Puerto Rico on the date hereof before Notary Public Antonio Rafael Molina Machargo.



Sch. 1-1









 





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









 











SCHEDULE 3




PERMITTED ENCUMBRANCES



Purchaser shall take title to the Premises subject to:





	 	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









 






	 	 	 	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









 











SCHEDULE 4




LEASES




None.




Sch. 4-1









 





EXHIBIT A




DEED OF SALE




Exh. A-1









 





EXHIBIT B




ASSIGNMENT AND ASSUMPTION OF LICENSES




     ASSIGNMENT AND ASSUMPTION LICENSES, dated December 20, 2007, between BANCO SANTANDER
PUERTO RICO, a banking corporation organized and existing under the laws of the Commonwealth of
Puerto Rico (“Assignor”), and CORPORACIÓN HATO REY UNO, a corporation organized and existing
under the laws of the Commonwealth of Puerto Rico (“Assignee”).



WITNESSETH




     WHEREAS, Assignor has this day sold and conveyed to assignee the real property more
particularly described in Schedule “1” annexed hereto and made a part hereof (the
“Premises”).



     NOW, THEREFORE, in consideration of good and valuable consideration paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest, if any,
in and to (i) all of the licenses, permits, certificates, approvals, authorizations and
variances issued for or with respect to the Premises by any governmental authority set forth on
Schedule “2” annexed hereto and made a part hereof (collectively, the “Licenses”); and
(ii) Deed Number 20 of Surface Right executed in San Juan, Puerto Rico on March 16, 1983 before
Notary Manuel Correa Calzada and recorded at page 62 of volume 1181 of Río Piedras Norte,
property number 33,783 (the “Deed”).



     TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever, from and
after the date hereof, subject to the terms, covenants, conditions and provisions of the
Licenses and the Deed.



     ASSIGNEE HEREBY ACCEPTS the foregoing assignment and assumes and agrees to perform all of
the obligations of Assignor under the Licenses and the Deed accruing from and after the date
hereof; and



     ASSIGNEE FURTHER AGREES to defend and indemnify Assignor and any disclosed or undisclosed
officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or
other person or entity affiliated with Assignor (collectively, “Assignor’s Affiliates”)
against, and to hold Assignor and Assignor’s Affiliates harmless from, any and all claims,
demands, causes of action, losses, damages, liabilities, and costs and expenses (including,
without limitation, attorney’s fees and disbursements), whether foreseen or unforeseen,
asserted against or incurred by Assignor or any of Assignor’s Affiliates in connection with or
arising out of acts or omissions of Assignee or its directors, officers, employees, affiliates,
partners, brokers, agents, contractors, consultants and/or representatives, or other matters or
occurrences that take place, from and after the date hereof relating to the Licenses and the
Deed.



Exh. B-1









 





     Assignee hereby unconditionally and irrevocably waives any and all claims and causes of
action of any nature whatsoever it may now or hereafter have against Assignor or Assignor’s
Affiliates, and hereby unconditionally and irrevocably fully releases and discharges Assignor
and Assignor’s Affiliates from any and all liability whatsoever which may now or hereafter
accrue in favor of Assignee against Assignor or Assignor’s Affiliates, in connection with or
arising out of the Licenses and the Deed.



     This Assignment and Assumption of Licenses is made without any covenant, warranty or
representation by, or recourse against, Assignor or Assignor’s Affiliates of any kind
whatsoever.



     IN WITNESS WHEREOF, this Assignment and Assumption of Contracts and Licenses has been
executed on the date and year first above written.



	 	 	 	 	 
	 	ASSIGNOR:



BANCO SANTANDER PUERTO RICO

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 
	 	ASSIGNEE:



CORPORACIÓN HATO REY UNO

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 



Exh. B-2









 






	 	 	 	 	 



Affidavit No.                     





     Acknowledged and subscribed before me, by the following persons, personally known to me, in
San Juan, Puerto Rico, this 20th day of December, 2007: Rafael Samuel Bonilla Rodríguez,
of legal age, married, executive and resident of San Juan, Puerto Rico, in his capacity as Senior
Vice President of Banco Santander Puerto Rico; Carlos Miguel García Rodríguez, of legal age,
married, executive and resident of Guaynabo, Puerto Rico, in his capacity as Senior Executive Vice
President of Banco Santander Puerto Rico and Jacobo Ortiz Murias, of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, in his capacity as President of Corporación
Hato Rey Uno.



	 	 	 
	 

	 	 
	 

	 	 
	 

	 	Notary Public






Exh. B-3









 






EXHIBIT C




BILL OF SALE




     KNOW ALL MEN BY THESE PRESENTS, that BANCO SANTANDER PUERTO RICO, a banking corporation
organized and existing under the laws of the Commonwealth of Puerto Rico (“Seller”), for good
and valuable consideration paid to Seller by CORPORACIÓN HATO REY UNO, a corporation organized
and existing under the laws of the Commonwealth of Puerto Rico (“Purchaser”), the receipt and
sufficiency of which are hereby acknowledged, does hereby sell, grant, convey and transfer to
Purchaser all of Seller’s right, title and interest, if any, in and to all the fixtures,
machinery, equipment, supplies and other articles of personal property described in
Schedule “1” annexed hereto and made a part hereof which are attached or appurtenant
to, or used in connection with, the real property more particularly described in Schedule
“1” annexed hereto and made a part hereof (the “Premises”), but excluding property (i)
removable by any tenants pursuant to their respective leases, licenses or other occupancy
agreements covering portions of the Premises, (ii) owned by public utility suppliers and (iii)
owned by any cleaning or other independent contractors (collectively, the “Personal Property”).



     TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns, forever, from and
after the date hereof.



     Purchaser hereby unconditionally waives any and all claims and causes of action of any
nature whatsoever it may now or hereafter have against Seller or any disclosed or undisclosed
officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or
other person or entity affiliated with Seller (collectively, “Seller’s Affiliates”), and hereby
unconditionally and irrevocably fully releases Seller and Seller’s Affiliates from any and all
liability whatsoever which may now or hereafter accrue in favor of Purchaser against Seller or
Seller’s Affiliates, in connection with or arising out of the Personal Property.



     This Bill of Sale is made without any covenant warranty or representation by, or recourse
against, Seller or Seller’s Affiliates of any kind whatsoever.



     IN WITNESS WHEREOF, Seller and Purchaser have executed this Bill of Sale on December 20,
2007.



	 	 	 	 	 
	 	SELLER:



BANCO SANTANDER PUERTO RICO

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 



Exh. C-1









 






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Exectuive Vice President 	 
	 
	 
	 	PURCHASER:



CORPORACIÓN HATO REY UNO

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 
	 



Affidavit No. _____





     Acknowledged and subscribed before me, by the following persons, personally known to me, in
San Juan, Puerto Rico, this 20th day of December, 2007: Rafael Samuel Bonilla Rodríguez,
of legal age, married, executive and resident of San Juan, Puerto Rico, in his capacity as Senior
Vice President of Banco Santander Puerto Rico; Carlos Miguel García Rodríguez, of legal age,
married, executive and resident of Guaynabo, Puerto Rico, in his capacity as Senior Executive Vice
President of Banco Santander Puerto Rico and Jacobo Ortiz Murias, of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, in his capacity as President of Corporación
Hato Rey Uno.



	 	 	 
	 

	 	 
	 

	 	 
	 

	 	Notary Public






Exh. C-2









 






EXHIBIT D




DEED OF LEASE




Exh. D-1









 





EXHIBIT E




DEED OF EASEMENT




Exh. E-1









 





EXHIBIT F




ASSUMPTION OF PURCHASER=S CONFIDENTIALITY AGREEMENT

BY PURCHASER=S REPRESENTATIVE




[Letterhead of Purchaser’s Representative]




[Date]




Banco Santander Puerto Rico

207 Ponce de León Avenue

San Juan, Puerto Rico 00917





	Re: 	 	[Name or other description of property and street address or other description of location]
(the “Premises”)




Ladies/Gentlemen:




     Reference
is made to a certain Sale-Purchase Agreement
dated                               ,
2007 (the “Sale-Purchase Agreement”) between Banco Santander Puerto Rico (“Seller”) and                               
(“Purchaser”) relating to Purchaser’s acquisition of the Premises from Seller (the “Transaction”).
Except as otherwise defined herein, all capitalized terms used herein shall have the same meanings
as set forth in the Sale-Purchase Agreement.



     In consideration of Seller giving the undersigned access to the Premises and/or to the
Property Information, the undersigned agrees for the benefit of Seller and Seller’s Affiliates as
follows:




	 	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











 





I CERTIFY: That on the date of execution I issued a FIRST CERTIFIED COPY of this Deed to Jacobo
Ortiz Murias, I ATTEST AND GIVE FAITH. -----------



NOTARY PUBLIC




-------------- NUMBER TWENTY-FOUR (24) -------------




DEED OF GROUPING AND PURCHASE AND SALE




(HQ Office Building)




--- In the Municipality of San Juan, Commonwealth of Puerto Rico, this twentieth (20th)
day of December, two thousand seven (2007). -------------------------



--------------------- BEFORE ME --------------------




--- ANTONIO R. MOLINA MACHARGO, Attorney-at-Law and Notary in and for the Commonwealth of Puerto
Rico, with residence in San Juan, Puerto Rico and offices on the nineteenth (19th) floor
of the Banco Popular Center Building, two hundred nine (209) Muñoz Rivera Avenue, in the Hato Rey
Ward of the Municipality of San Juan, Puerto Rico. -----------------------------



 ----------------------- APPEAR -----------------------




--- AS PARTY OF THE FIRST PART: BANCO SANTANDER PUERTO RICO, a banking corporation organized and
existing under the laws of the Commonwealth of Puerto Rico (hereinafter referred to as the
“Seller”), Employer Identification Number 66-0312389, represented herein by its Senior Executive
Vice President, Carlos Miguel García Rodríguez, who is of legal age, married, banker and resident
of Guaynabo, Puerto Rico, and by its Senior Vice President, Rafael Samuel Bonilla Rodríguez, who is
of legal age, married, attorney-at-law and resident of San Juan, Puerto Rico, who have been duly
authorized to execute this Deed pursuant to a resolution of the Board of Directors of the Seller,
as evidenced by a Certificate of Resolution executed on December eighteen (18), two thousand seven
(2007) by the Secretary of the Seller, Rafael Samuel Bonilla Rodríguez, before Notary Public
Xiomara I. Cebollero Dávila. --------------------------------------------



--- AS PARTY OF THE SECOND PART: CORPORACIÓN HATO REY



1









 





UNO, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico
(hereinafter referred to as the “Purchaser”), Employer Identification Number 66-0705064,
represented herein by its President, Jacobo Ortiz Murias, who is of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, who has been duly authorized to execute this
Deed pursuant to a resolution of the Board of Directors of the Purchaser, as evidenced by a
Certificate of Corporate Resolution executed on December nineteen (19), two thousand seven (2007)
by the Secretary of the Purchaser, Mario M. Oronoz Rodríguez, before Notary Public Jacobo Ortiz
Murias.



--- I, the Notary, do hereby certify that I personally know the appearing parties of the FIRST AND
SECOND PARTS, and I further certify from their statements as to their age, civil status, occupation
and residence. They assure me that they have, and in my judgment they do have, the necessary legal
capacity for this act, and they freely and voluntarily ---------------



----------------------- STATE -----------------------




--- FIRST: Title, Liens and Encumbrances. The Seller represents and warrants that it is the
owner in fee simple (pleno dominio) of a the following parcels of land (the
AProperties@) located in the Municipality of San Juan, Puerto Rico, described in the
Registry of Property of Puerto Rico, Second Section of San Juan (the ARegistry@), as
follows: -------------



Property Number 33,783. ----------------------------



----- “URBANA: Precio de terreno radicado en el Barrio Martín Peñas del Municipio de San Juan, Puerto
Rico, con una cabida superficial de mil novecientos sesenta y tres punto dos seis cuatro cuatro
(1,963.2644) metros cuadrados y en lindes por el NORTE, con terreno propiedad del señor Don
Santesson y su esposa Carmelina Martínez de Santesson; por el SUR, con terrenos propiedad del Banco
de Santander —



2









 





Puerto Rico, a todo lo largo de su colindancia; por el ESTE, en treinta y tres punto nueve dos tres
uno (33.9231) metros, con la Calle Haití; y por el OESTE, en veinte punto tres tres nueve cuatro
(20.3394) metros, con la Avenida Ponce de León.” -------------



----- The real property described above (“Property No. 33,783”) is recorded in the Registry at page
(folio) eighty-two (82) of volume (tomo) one thousand one hundred eighty-one (1,181) of Río Piedras
Norte, property number thirty-three thousand seven hundred eighty-three (33,783). -----------------------------



----- The Seller acquired Property No. 33,783 by grouping pursuant to Deed Number Nineteen (19),
executed in San Juan, Puerto Rico on March sixteen (16), nineteen hundred eighty-three (1983)
before Notary Public Manuel Correa Calzada, recorded in the Registry at page (folio) eighty-two
(82) of volume (tomo) one thousand one hundred eighty-one (1,181) of Río Piedras Norte, property
number thirty-three thousand seven hundred eighty-three (33,783), first (1st)
inscription. ----------------------------------



----- Property No. 33,783 is subject to the following liens and encumbrances of record:-------------------------



------- (a) By its origin: Free and clear of liens and encumbrances.



------- (b) By itself: Right-of-way easement and perpetual surface right constituted pursuant
to Deed Number Twenty (20), executed in San Juan, Puerto Rico on March sixteen (16), nineteen
hundred eighty-three (1983) before Notary Public Manuel Correa Calzada, recorded in the Registry at
overleaf of page (folio) eighty-two (82) of volume (tomo) one thousand one hundred eighty-one
(1,181) of Río Piedras Norte, property number thirty-three thousand seven hundred eighty-three
(33,783), second (2nd) inscription. ------



3









 





Property Number 4,489. ---------------------------



----- “URBANA: En el Barrio Martín Peña del término municipal de Río Piedras hoy San Juan capital de
Puerto Rico, con un área de mil ciento dieciocho punto cero uno uno siete (1,118.0117) metros
cuadrados, equivalentes a cero punto dos ocho cuatro cinco (0.2845) cuerdas que se describe así:
comenzando en el punto número cinco (5) que es la esquina Suroeste del solar y con un rumbo Norte
veinticuatro (24) grados treinta y nueve (39) minutos siete (7) segundos Oeste y una distancia de
veinte punto dos cinco cuatro (20.254) metros, colinda con terrenos del Sr. Santenson al punto
número Seis (6) con rumbo Norte veinticuatro (24) grados veintiocho (28) minutos cuarenta y dos
(42) segundos Oeste, una distancia de catorce punto setecientos ochenta y seite (14.787) metros y
colindando en todo su lado con solares número uno (1) de la Sucesión Matos Molfulleda, al punto
número Doce (12), que es un clavo de acero en la esquina del edificio existente; con rumbo Norte
ochenta y dos (82) grados veintiocho (28) minutos veintiún (21) segundos Este y una distancia de
treinta y seis punto cinco uno nueve (36.519) metros colindando con la calle Quisquella al punto
número cuatro (4) que es un clavo en la esquina del solar; con rumbo Sur veinticinco (25) grados
treinta y cinco (35) minutos ocho (8) segundos Este y y una distancia de trece punto ocho uno cinco
(13.815) metros colindando con la calle Haití al punto número tres (3), que es la esquina del
edificio existente y con un rumbo Sur treinta y cuatro (34) grados cincuenta (50) minutos treinta y
uno (31) segundos Este, distancia de catorce punto ocho siete dos (14.872) metros con la calle
Haití al punto número dos (2) que es la esquina de la verja de bloques, con rumbo Sur setenta y dos
(72) grados veintisiete (27) minutos cincuenta y un (51) segundos Oeste y distancia de treinta y
cinco punto cuatro nueve dos (35.492) metros colindado en todo su largo con el solar número dos (2)
de la Sucesión de Mateo Molfulleda al punto número cinco (5) que es el punto de
origen.” ----------------------------------------



----- The real property described above (“Property No. 4,489”) is recorded in the Registry at overleaf
of page (folio) one hundred seventy-three (173) of volume (tomo) nine hundred eighty-two (982) of
Río Piedras Norte, property number four thousand four hundred eighty-nine (4,489). -----------------------



----- The Seller acquired Property No. 4,489 pursuant to Deed Number Ninety-Four (94), executed in San
Juan, Puerto Rico on May thirty-one (31), nineteen hundred seventy-eight (1978) before Notary
Public Manuel Correa Calzada, recorded in the Registry at



4









 





overleaf of page (folio) one hundred seventy-three (173) of volume (tomo) nine hundred
eighty-two (982) of Río Piedras Norte, property number four thousand four hundred eighty-nine
(4,489), fourteenth (14th) inscription. ----------------------------------------



----- Property No. 4,489 is subject to the following liens and encumbrances of record: -----------------



------- (a) By its origin: Free and clear of liens and encumbrances. ----------------------------------



------- (b) By itself: Free and clear of liens and encumbrances. ---------------------------------------



Property Number 2,859. ----------------------------



----- “URBANA: Solar o predio de terreno compuesto de seiscientos noventa y uno punto cero cero
(691.00) metros cuadrados, marcado con el número veintiuno (21) del lote A del plano levantado por
B.S. Jiménez en marzo de mil novecientos quince (1915) para modificar la situación de la Avenida en
los planos de la finca Buenavista, hechos por Don Gandía Córdova, el cual solar esté situado en el
Barrio Hato Rey de Río Piedras, término Municipal de San Juan, Puerto Rico, colindante por el NORTE
en treinta y cuatro punto cero cuatro (34.04) metros con terrenos de Don Benjamin Otero que forman
el solar número uno (1) del mencionado lote A; por el SUR en treinta y cinco punto cero cero
(35.00) metros con terrenos de Rafael Fabián, Antonio Daulet y Josefina S. viuda de Riera; por el
Este en veinte punto cero cero (20.00) metros con la finca principal de Mateo Molfulleda Pascual; y
por el Oeste en veinte punto cero dos (20.02) metros con la Carretera central, o sea, la que une
San Juan y Ponce. Contiene una casa de hormigón, terrera, techada de hierro galvanizado con un
anexo de los mismos materiales para garaje y habitación para la servidumbre.” ---------------------------------------



----- The real property described above (“Property No. 2,859”) is recorded in the Registry at page
(folio) thirty-one (31) of volume (tomo) one thousand seventeen (1,017) of Río Piedras Norte,
property number two thousand eight hundred fifty-nine (2,859).



The Seller acquired Property No. 2,859 pursuant to Deed Number Twenty (20), executed in San
Juan, Puerto Rico on March sixteen (16), nineteen hundred eighty-three (1983) before Notary Public
Manuel



5









 





Correa Calzada, recorded in the Registry at page (folio) thirty-one (31) of volume (tomo) one
thousand seventeen (1,017) of Río Piedras Norte, property number two thousand eight hundred
fifty-nine (2,859), ninth (9th) inscription. ------------------------------



----- Property No. 2,859 is subject to the following liens and encumbrances of record: ------------------



-------
(a) By its origin: Free and clear of liens and
encumbrances. ----------------------------------



-------
(b) By itself: Free and clear of liens and encumbrances. ---------------------------------------



Property Number 2,863. ----------------------------



----- “URBANA: Propiedad en el Barrio Martín Peña del término municipal de Río Piedras, hoy San Juan,
Capital de Puerto Rico, que consta de un área superficial de seiscientos sesenta y nueve punto
cuatro siete ocho dos (669.4782) metros cuadrados equivalentes a cero punto uno siete cero tres
(0.1703) cuerdas y que se describe como sigue: Comenzando en el punto número diez (10) que es un
clavo de acero en la esquina SURESTE del solar y con un rumbo N veintiocho grados nueve pies
veinticuatro pulgadas O (N 28o9’24“O) y con una distancia de veinticuatro punto cuatro uno uno
(24.411) metros, colindando con la Avenida Ponce de León, al punto número once (11), que es un
clavo de acero en la esquina; con rumbo N ochenta y un grados quince pies veintiuna pulgadas E (N
81o 15’21” E) y con una distancia de treinta y seis punto cinco seis uno (36.561) metros y
colindando con la Calle Quisquella, al punto número doce (12) que es un clavo en la esquina del
edificio existente; con rumbo S veinticuatro grados veintiocho pies cuarenta y dos pulgadas E (S
24o 28’42” E) y con una distancia de catorce punto siete ocho cinco (14.785) metros y colindando
con todo su largo con el solar número tres (3) de la Sucesión Mateo Molfulleda al punto número seis
(6) que es la esquina del solar con un rumbo S sesenta y seis grados seis pies diez pulgadas O (S
66o 6’10” O), con una distancia de treinta y tres punto seis dos siete (33.627) metros y colindando
en todo su largo con un predio de terreno propiedad del Sr. Santesson al punto número diez (10) que
es su punto origen de esta descripción.” -----------------



----- The real property described above (“Property No. 2,863”) is recorded in the Registry at overleaf
of page (folio) one hundred eighty-four (184) of volume (tomo) one thousand seven (1,007) of Río
Piedras Norte, property number two thousand eight hundred



6









 





sixty-three (2,863). -------------------------------



----- The Seller acquired Property No. 2,863 pursuant to Deed Number Ninety-Four (94), executed in San
Juan, Puerto Rico on May thirty-one (31), nineteen hundred seventy-eight (1978) before Notary
Public Manuel Correa Calzada, recorded in the Registry at overleaf of page (folio) one hundred
eighty-four (184) of volume (tomo) one thousand seven (1,007) of Río Piedras Norte, property number
two thousand eight hundred sixty-three (2,863), fourteenth (14th)
inscription. ---------------------------------------



----- Property No. 2,863 is subject to the following liens and encumbrances of record: ------------------



------- (a) By its origin: Free and clear of liens and encumbrances. ----------------------------------



------- (b) By itself: Free and clear of liens and encumbrances. ---------------------------------------



----- For purposes of this Deed, Property No. 33,783, Property No. 4,489, Property No. 2,859 and
Property No. 2,863 are hereinafter referred to collectively as the “Properties.” -----------------------------------



--- SECOND: Grouping of the Properties. ---------------



----- One. Grouping. The Seller hereby represents that the Properties are adjacent and
contiguous to each other, and thus the Seller proceeds in this act to group the Properties to form
a single and independent parcel, with the following description (hereinafter referred to as the
“Grouped Parcel”): ---



----- “URBANA: Propiedad en el Barrio Martín Peña del término municipal de San Juan, Puerto Rico, que
tiene una cabida superficial de CUATRO MIL CUATROCIENTOS CUARENTA Y UNO PUNTO SIETE MIL QUINIENTOS
CUARENTA Y TRES (4,441.7543) METROS CUADRADOS, equivalentes a UNO PUNTO TRECE (1.13) CUERDAS, en
lindes por el NORTE, con la Avenida Quisqueya (Carretera Estatal Número Cuarenta (40)); por el SUR,
con terrenos de Santesson Management Trust; por el ESTE, con la Avenida Ponce de León (Carretera
Estatal Número



7









 





Veinticinco (25)); y por el OESTE, con la calle Haití.” ---------------------------------------------



----- Two. Liens and Encumbrances Affecting the Grouped Parcel. The Grouped Parcel, by its
origin, will be subject to the liens and encumbrances affecting each of the Properties that are
described in Article FIRST of this Deed. -----------------------



----- Three. Valuation. For purposes of recordation in the Registry, the Seller assigns a
value to the Grouped Parcel equal to the purchase price set forth in Section Two of Article THIRD
of this Deed. -----------



--- THIRD: Purchase and Sale. The Seller has agreed to sell, convey and transfer the Grouped
Parcel to the Purchaser, and the Purchaser has agreed to purchase and acquire the Grouped Parcel
from the Seller, in accordance with the following ----------------------



---------------- TERMS AND CONDITIONS ---------------




----- One. Sale and Transfer. The Seller hereby sells, conveys and transfers to the
Purchaser, free and clear of any liens and encumbrances, except for the liens and encumbrances
described in Article SECOND of this Deed and the Permitted Encumbrances (as such term is defined in
the Sale Agreement described below), and the Purchaser hereby purchases and acquires from the
Seller, the Grouped Parcel together with all of its rights, buildings, structures, improvements,
easements, servitudes and appurtenances thereto. -----------------------------



----- Two. Purchase Price. The purchase price of the Grouped Parcel is the amount of
THIRTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($31,500,000) which shall not be subject to
adjustment for any reason (precio alzado), which amount the Seller acknowledges having received
from the Purchaser prior to this act



8









 







to the Seller=s full satisfaction, and, consequently, the Seller acknowledges receipt of
payment in full of the purchase price for the Grouped Parcel. ---------



----- Three. Sale Agreement. The Seller and the Purchaser hereby agree that this Deed is
entered into and is subject to that certain Sale-Purchase Agreement, dated as of December twenty
(20), two thousand seven (2007)(the “Sale Agreement”), by and between the Seller and the Purchaser.
All of the representations, warranties, indemnities, agreements, limitations and disclaimers made
and/or agreed to by the Seller and the Purchaser in the Sale Agreement are hereby expressly
ratified and confirmed and shall survive the execution of this Deed for the periods set forth
therein. -----------------------------------



----- Four. WAIVER OF WARRANTIES. NOTWITHSTANDING ANYTHING SET FORTH HEREIN AND IN THE SALE
AGREEMENT, THE SELLER HEREBY DISCLAIMS, AND THE PURCHASER WAIVES AND RELEASES THE SELLER OF, THE
WARRANTY AGAINST LATENT AND HIDDEN DEFECTS IMPOSED UPON SELLERS OF REAL PROPERTY PURSUANT TO
ARTICLE ONE THOUSAND THREE HUNDRED AND SIXTY-THREE (TWO) (1,363(2)) OF THE CIVIL CODE OF PUERTO
RICO. THE PURCHASER DECLARES AND ACKNOWLEDGES THAT IT HAS AGREED TO THE WAIVER OF THE WARRANTY
AGAINST LATENT AND HIDDEN DEFECTS SET FORTH IN THE PRECEDING SENTENCE WITH FULL AND COMPLETE
KNOWLEDGE OF THE RISKS AND LEGAL CONSEQUENCES WHICH SUCH WAIVER ENTAILS. THE PURCHASER HEREBY
ACCEPTS TITLE TO THE GROUPED PARCEL SUBJECT TO THE FACTS, CIRCUMSTANCES, DEFECTS AND PROBLEMS WHICH
EXIST AT THIS TIME AND AS OF THE DATE OF THE AGREEMENT ON AN “AS-IS, WHERE-IS” BASIS AND THE
PURCHASER DECLARES, AGREES AND ACCEPTS THAT IT IS NOT RELYING ON ANY



9









 





REPRESENTATION OR WARRANTIES OF THE SELLER OR ANY OTHER PERSON AS TO THE STATE OF THE GROUPED
PARCEL, OTHER THAN AS SET FORTH HEREIN AND IN THE SALE AGREEMENT. ------------------------------------------



----- Five. Taxes; Apportionment. All real property taxes and assessments corresponding to the
Grouped Parcel up to the date prior to the date of execution of this Deed shall be for the account
of the Seller and, thereafter, for the account of the Purchaser.



----- Six. Right to Possession. This Deed shall entitle the Purchaser to enter into immediate
possession of the Grouped Parcel without any additional formality or request. -------------------



----- Seven: Expenses of Deed. The Internal Revenue and Legal Assistance stamps required for
the original of this Deed shall be for the account of the Seller, and the Internal Revenue stamps
and Legal Assistance for the first certified copy of this Deed and the fees for its recordation in
the Registry shall be for the account of the Purchaser. The notarial tariff incurred in connection
with the execution of this Deed shall be for the account of the Seller. -------



----- Eight: Successors and Assigns. All of the terms, conditions and provisions of this Deed
shall apply to and be binding upon the successors and assigns of the appearing parties and all the
persons claiming under or through them. -----------------------------------



--- FOURTH: Headings. The headings of the Articles of this Deed are for convenience and are
not to be deemed to be controlling over the text of any such Article. -------------------------------------------



--- FIFTH: Further Assurances. The parties hereto agree to execute and deliver any
additional



10









 





instruments and documents which may be necessary to record the transaction contemplated by
this Deed in the Registry. Any costs and expenses incurred in connection with the execution of any
additional instruments and documents shall be for the account of the party or parties at fault,
except that each party shall pay the fees of their respective counsel. ----



--- SIXTH: Interpretation. This Deed shall be interpreted without regard to any presumption
or rule requiring construction against the party causing this Deed to be drafted. --------------------------------



--- SEVENTH: Request to the Registrar. The Honorable Registrar of the Property is
respectfully requested to record (i) grouping of the Properties to form the Grouped Parcel as a
separate and independent parcel in the records of the Registry, and (ii) the sale to the Purchaser
of the Grouped Parcel and the transfer of fee simple (pleno dominio) title thereto in favor of the
Purchaser as set forth in Article THIRD of this Deed. -------------------------------------------



--------- ACCEPTANCE, WARNINGS AND EXECUTION--------




--- The appearing parties fully ratify and confirm the statements contained herein, and find this
Deed as drafted to their entire satisfaction, having I, the Notary, made to the appearing parties
the necessary legal warnings concerning the execution of this Deed, including, but not limited to
(i) the meaning and legal effects of the execution of this Deed; (ii) the fact that this Deed was
prepared in reliance on four title abstracts prepared on December six (6), two thousand seven
(2007), December seven (7), two thousand seven (2007) and December eleven (11), two thousand seven
(2007) by Hato Rey Title Insurance



11









 







Agency, Inc., an independent contractor, and not by the Notary, and, therefore, the Notary is
released from any and all liability with respect to any error or omission committed in the
preparation of such title abstracts; (iii) that subsequent to the date of such title abstracts and
before the presentation for recording of this Deed other documents may be presented or recorded in
the Registry that may affect the title to the Properties and/or achieve priority over this Deed;
(iv) of the convenience of accrediting the state of liens and encumbrances of the Properties with
the corresponding certification of the Registry or direct corroboration by examining the books of
the Registry, and that the negative certification of the Registry does not exclude the possibility
of liens recorded after the date of the certification; (v) that if any of the Properties is located
in a flood zone, the owner or party in possession of such Property is required to observe and
comply with the regulations applicable to flood zone areas, including, without limitation, the
provisions contained in 23 L.P.R.A. $225 et. seq.; (vi) of the importance of recording a certified
copy of this Deed in the Registry and the costs relating thereto; (vii) of the consequences that
would result if a certified copy of this Deed is not recorded in the Registry; (viii) of the
desirability of performing a search of the records of the Municipal Revenue Collection Center
(CRIM) to the determine the payment status of the real property taxes applicable to the Properties;
(ix) that real property taxes for the last five (5) years and the current tax year constitute a
senior, preferred statutory lien on the



12









 





Properties; and (x) that the transactions effected pursuant to this Deed are subject to the
applicable tax statutes and regulations. ----------------------



--- I, the Notary, warned the Purchaser of the risks and legal consequences related to the waiver of
warranty against latent or hidden defects made by the Purchaser in Section Four of Article THIRD of
this Deed. ----------------------------------------------



--- I, the Notary, hereby certify that this Deed was read by the persons appearing herein; that I
advised them of their right to have witnesses present at the execution hereof, which right they
waived; that they acknowledged that they understood the contents of this Deed and the legal effect
thereof; and that thereupon they signed this Deed before me and affixed their initials to each and
every page hereof. ------



--- I the Notary, do hereby certify as to everything stated or contained in this instrument. I, the
Notary, ATTEST AND GIVE FAITH. ---------------------



13









 





--- Signed: JACOBO ORTIZ MURIAS, CARLOS MIGUEL GARCÍA RODRÍGUEZ and RAFAEL SAMUEL BONILLA RODRÍGUEZ.
 -------------------------



--- Signed, sealed, marked and flourished: ANTONIO R. MOLINA MACHARGO.
----------------------------------------------------



--- The corresponding internal revenue and notarial stamps have been canceled on the original.
-----------------------------------------



--- The initials of the appearing parties have been affixed on each page (folio) of the original.
 ---------------------------



--- I, the Notary, certify that the foregoing is a true and exact copy of Deed Number Twenty-Four
(24), the original of which forms part of my protocol of public instruments for the year two
thousand and seven (2007), which contains thirteen (13) pages (folios).
 ----------------------------------------------------



--- IN WITNESS WHEREOF, and at the request of Jacobo Ortiz Murias, I issue the FIRST certified copy
of this Deed, in San Juan, Puerto Rico, this twentieth (20th) day of December, two
thousand seven (2007). ---------------------------------------



	 	 	 	 	 
	 	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




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I
	 	DEMISE OF PREMISES	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	DELIVERY OF POSSESSION	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	LEASE TERM	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	RENT	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	TAXES	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	UTILITIES	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	USE AND COMPLIANCE WITH REQUIREMENTS	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	MAINTENANCE AND REPAIRS;
IMPROVEMENTS; PERSONAL PROPERTY AND FIXTURES	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	INSURANCE	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	DAMAGE OR DESTRUCTION	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	CONDEMNATION	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	SELF HELP	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE XIII
	 	DEFAULT	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE XIV
	 	QUIET ENJOYMENT	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE XV
	 	SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE XVI
	 	TRANSFERS BY LANDLORD	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XVII
	 	SIGNAGE	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XVIII
	 	ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE XIX
	 	HAZARDOUS SUBSTANCES	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE XX
	 	LANDLORD’S REPRESENTATIONS AND WARRANTIES	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE XXI
	 	RIGHT OF FIRST REFUSAL	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE XXII
	 	MISCELLANEOUS	 	 	24	 






	 	 	 	 	 
	Exhibits	 	 	 	 
	 
	 	 	 	 
	Exhibit “A”

	 	—
	 	Legal Description of the Land
	Exhibit “B”

	 	—
	 	Permitted Exceptions
	Exhibit “C”

	 	—
	 	Form of Estoppel Certificate






i









 






TABLE OF DEFINED TERMS




     The following capitalized terms are defined in the respective Section of the Agreement
identified below:



     “Annex Building” — as such term is defined in Article I hereof.



     “Annex Improvements” — as such term is defined in Section 8.2 hereof.



     “Appraiser” — as such term is defined in Section 4.3(a) hereof.



     “Buildings” — as such term is defined in Article I hereof.



     “Change of Control” — as such term is defined in Section 21.1 hereof.



     “Control Group” — as such term is defined in Section 21.1 hereof.



     “CPI” — as such term is defined in Section 4.2 hereof.



     “Effective Date” — as such term is defined in the opening paragraph hereof.



     “Election Period” — as such term is defined in Section 21.1(b) hereof.



     “Exercise Notice” — as such term is defined in Section 21.1(b) hereof.



     “FMRV” — as such term is defined in Section 4.3 hereof.



     “First Refusal Purchase Price” — as such term is defined in Section 21.1(a) hereof.



     “First Refusal Right” — as such term is defined in Section 21.1 hereof.



     “Hazardous Substances” — as such term is defined in Section 19.1 hereof.



     “Initial Period” — as such term is defined in Section 21.1(c) hereof.



     “Interest Rate” — as such term is defined in Article XII hereof.



     “Land” — as such term is defined in Article I hereof.



     “Landlord” — as such term is defined in the opening paragraph hereof.



     “Lease” — as such term is defined in the opening paragraph hereof.



     “Lease Year” — as such term is defined in Section 3.1 hereof.



ii









 





     “Leasehold Mortgage” — as such term is defined in Section 18.2 hereof.



     “Leasehold Mortgagee” — as such term is defined in Section 18.2 hereof.



     “Landlord’s Restoration Obligations” — as such term is defined in Article X hereof.



     “Main Office Building” — as such term is defined in Article I hereof.



     “Mortgage” — as such term is defined in Section 15.1 hereof.



     “Mortgagee” — as such term is defined in Section 15.1 hereof.



     “Offered Asset” — as such term is defined in Section 21.1 hereof.



     “Option Term or Option Terms” — as such terms are defined in Section 3.2(a) hereof.



     “Permitted Exceptions” — as such term is defined in Article XIV hereof.



     “Premises” — as such term is defined in Article I hereof.



     “Real Estate Taxes” — as such term is defined in Section 5.1(a) hereof.



     “Rent” — as such term is defined in Section 4.1 hereof.



     “Requirements” — as such term is defined in Section 7.2(a) hereof.



     “Sale Notice” — as such term is defined in Section 21.1(a) hereof.



     “Tenant” — as such term is defined in the opening paragraph hereof.



     “Term” — as such term is defined in Section 3.1 hereof.



     “Transferor” — as such term is defined in Section 21.1 hereof.



     “Vault” — as such term is defined in Section 8.3 hereof.




iii









 








LEASE AGREEMENT

(HQ Office Building)




     THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of December 20, 2007 (the
“Effective Date”) by and between CORPORACIÓN HATO REY UNO, a corporation organized and existing
under the laws of the Commonwealth of Puerto Rico (“Landlord”), and BANCO SANTANDER PUERTO RICO, a
banking corporation organized and existing under the laws of the Commonwealth of Puerto Rico
(“Tenant”).



ARTICLE I




DEMISE OF PREMISES




     For and in consideration of the covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, upon the following terms and
conditions, approximately 4,441.7543 square meters, equivalent to 1.13 cuerdas of land (the
“Land”) lying and being in the Martín Peña Ward of the Municipality of San Juan, Puerto Rico, and
being more particularly described or depicted on Exhibit “A” attached hereto, together with
all rights, easements and appurtenances pertaining thereto, including, without limitation, any and
all rights of ingress and egress to streets, street beds and roadways, if any, associated therewith
and all improvements (including, without limitation, the Buildings as such term is defined below)
located thereon. The Land, the Buildings and all other improvements now or hereafter located
thereupon and the rights, easements and appurtenances pertaining thereto are hereinafter
collectively referred to as the “Premises”. The seven (7) floor office building currently located
on the Premises is hereinafter referred to as the “Main Office Building” and the three (3) floor
building structure currently located on the Premises is hereinafter referred to as the “Annex
Building”. The Main Office Building and the Annex Building are hereinafter referred to
collectively as the “Buildings”.



ARTICLE II




DELIVERY OF POSSESSION




     Landlord shall tender exclusive possession of the Premises to Tenant on the Effective Date.
Upon delivery, the Premises shall be free of any right or claim to right of possession by any
entity or person other than Tenant.



ARTICLE III




LEASE TERM




     3.1 Term. The initial term of this Lease (said term, together with any exercised
Option Terms (as defined in Section 3.2 hereof), is hereinafter referred to as the “Term”), shall
commence on the Effective Date hereof and shall terminate at the end of the sixteenth
(16th) Lease Year on December 31, 2022. For purposes of this Lease, the term “Lease
Year” shall



1









 




mean the period beginning on the Effective Date and ending on December 31, 2007 and each
twelve (12) month period commencing on each January 1 thereafter.




     3.2 Extension Options.



          (a) Tenant shall have two (2) successive options to extend the Term for a period of five (5)
years each (collectively, the “Option Terms” or each an “Option Term”), on the same terms and
conditions then in effect, except as expressly otherwise provided herein. Tenant may exercise any
such extension option for one or more Option Terms by written notice to Landlord not less than
twelve (12) months prior to the expiration of the Term; provided, however, that if
Tenant shall fail to give any such notice within such time limit, Tenant’s right to exercise its
option shall nevertheless continue until thirty (30) days after Landlord shall have given Tenant
notice of Landlord’s election to terminate such option, and Tenant may exercise such option at any
time prior to the expiration of such thirty (30) day period.




          (b) The parties intend to avoid forfeiture of Tenant’s rights to extend the Term under any of
the Option Terms set forth in this Section 3.2 through failure to give notice of exercise thereof
within the time limits prescribed. Accordingly, if Tenant shall fail to give notice to Landlord of
Tenant’s election to extend the Term for any of the Option Terms and Landlord shall fail to give
notice to Tenant of Landlord’s election to terminate Tenant’s right to extend this Lease under the
option applicable thereto, then the Term shall be automatically extended from month to month upon
all of the terms and conditions then in effect, subject to Tenant’s right under such option to
extend the Term for the remainder of the Option Term covered thereby and to Landlord’s right to
place the thirty (30) day limit on such option by notice in the manner provided in this Section
3.2.




     3.3 Surrender Upon Extension. Upon the exercise by Tenant of its option to extend the
Term for any of the Option Terms, Tenant shall have the right, at its sole discretion, to surrender
any portion of the Premises to Landlord in the manner set forth in Section 3.4, provided
that notice of such surrender is given by Tenant in its notice to Landlord extending the Term,
specifying which portion of the Premises shall be surrendered by Tenant, and provided further, that
Tenant may only surrender whole floors in the Premises and that the floors retained by Tenant in
the Main Office Building shall be contiguous to one another (excluding the banking branch of Tenant
located in the Main Office Building, which does not have to be contiguous to the other floors in
the Main Office Building retained by Tenant). In the event that Tenant surrenders any portion of
the Premises as set forth in the preceding sentence, Landlord and Tenant agree as follows: (a) the
terms and conditions of this Lease, as amended pursuant to clause (b) of this Section 3.3,
shall continue to apply during such Option Term to the portion of the Premises retained by Tenant
and not surrendered to Landlord; (b) Landlord and Tenant shall, no later than thirty (30) days
prior to the date on which such Option Term commences, execute and deliver an amendment to this
Lease, in public deed form, to: (i) amend the definition of the term “Premises” to exclude the
surrendered portion thereof, (ii) reduce the Rent payable under this Lease in proportion to the
total amount of square feet of the surrendered portion of the Premises (including the common areas
of the Building), (iii) provide that Tenant shall retain four (4) parking spaces for every one
thousand (1,000) square feet of the rentable floor area of the portion of the Premises retained by
Tenant, the location of which shall be agreed to by Landlord and Tenant, (iv) establish which items
of maintenance, repair, insurance, utilities and other



2









 




services with respect to the Premises and the Buildings shall be undertaken and performed
singly by each of Tenant and Landlord, and provide that Tenant shall only be liable for a fraction
of the costs and expenses incurred by Landlord in connection therewith, the numerator of which
shall be the total rentable square feet in the Premises (excluding the surrendered portion) and the
denominator of which shall be the total rentable square feet in the Buildings, whether occupied or
not, (v) grant to Tenant reasonable audit rights with respect to such costs and expenses to be
incurred by Landlord, (vi) prohibit Landlord from leasing or permitting the use of all or part of
the surrendered portion of the Premises to or by an entity engaged in the banking and/or financial
services business, provided that Tenant retains at least fifty-one percent (51%) of the total
rentable square feet in the Buildings, (vii) modify Section 7.1 of this Lease with respect
to the purposes for which Tenant may use the Premises, provided that such modifications shall not
eliminate or restrict the purposes currently contemplated in said Section 7.1, and (viii)
include, eliminate or modify any provision in the Lease, to the extent that such inclusion,
elimination or modification is necessary or convenient to reflect the different character of this
Lease resulting from excluding from its scope the surrendered portion of the Premises; and (c)
Landlord shall, at Tenant’s option and at Tenant’s sole cost and expense, no later than thirty (30)
days prior to the date on which such Option Term commences, execute a deed of edification
requesting the Registrar of the Property to record as part of the Land the Buildings and all other
improvements located thereon, and file such deed for recordation in the Registry of Property of
Puerto Rico, Second Section of San Juan together with the payment of the corresponding filing and
recording fees.




     3.4 Surrender Upon Expiration. Upon the expiration of the Term, Tenant shall
surrender to Landlord the Premises, free and clear of all liens created by Tenant, and in
broom-clean condition and good repair, normal wear and tear and casualty damage excepted. Tenant
shall have the right to remove such structures, trade fixtures, furniture, equipment, systems,
vault doors and other personal property as Tenant sees fit. Title to improvements remaining on the
Premises upon the expiration of the Term shall automatically pass to Landlord without the necessity
for the execution of any instrument of conveyance.



ARTICLE IV




RENT




     4.1 Rent. Starting on the Effective Date and continuing throughout the Term, Tenant
agrees to pay Landlord at the address referenced on Section 21.4 of this Lease, or such
other place as Landlord shall designate in writing, a monthly rent of TWO HUNDRED TWENTY-FOUR
THOUSAND TWO HUNDRED SEVENTY DOLLARS ($224,270) (the “Rent”), without any deduction, set-off or
counterclaim (except as set forth in Articles VI, X and XVIII of this
Lease). Rent shall be payable in advance, in equal monthly installments, on the first
(1st) day of each and every calendar month subsequent to the Effective Date during the
Term hereof and shall be proportionately reduced for any partial month during the Term. If any
party to whom Tenant shall not then be paying Rent under this Lease shall demand payment of Rent or
other amounts from Tenant alleging the right to receive such Rent or other amount as a result of a
transfer of Landlord’s interest in this Lease or for any other reason, or if conflicting demands
are made on Tenant concerning the payment of Rent by parties comprising Landlord, Tenant shall not
be obligated to honor such demand unless Tenant shall receive written instructions to do so



3









 




from the person to whom Tenant shall then be paying Rent or shall otherwise receive evidence
satisfactory to Tenant of the right of the person or entity making the demand. The withholding of
Rent, or any other amount payable by Tenant under this Lease, by Tenant pending the determination
of the right of the party making the demand shall not be deemed to be a default on the part of
Tenant.




     4.2 CPI Percentage Increase. Commencing on the first (1st) day of the
second Lease Year, and on the first (1st) day of each Lease Year thereafter during the
Term (excluding the first Lease Year of the first and second Option Terms), Rent shall be increased
by an amount equal to the product of (i) the Rent payable by Tenant during the preceding Lease Year
and (ii) the percentage increase which occurred in the CPI (as defined below) for the most recent
twelve (12) month period for which the CPI is published. As used herein, “CPI” shall mean the
Consumer Price Index for All Urban Consumers, All Items (1982 — 84 = 100) published by the Bureau
of Labor Statistics of the U.S. Department of Labor, or an equivalent successor official index then
in effect. In the event that the CPI is discontinued with no successor or comparable successor
index, a reliable governmental or other non-partisan publication of Tenant’s choice evaluating
substantially the same information previously used in determining the CPI shall be used.



     4.3 Rent During Option Terms. The Rent payable by Tenant during the first Option Term
and during the second Option Term shall be equal to the fair market rental value (the “FMRV”) for
the Premises as determined in this Section 4.3, and shall be payable by Tenant as set forth
in Section 4.1. The FMRV shall be negotiated between Landlord and Tenant and the FMRV
shall be based on the actual rental rates for comparable space in other comparable buildings in the
vicinity of the Premises for a comparable term and for non-renewal, non-encumbered, non-equity
space that tenants comparable to Tenant would pay and are paying to a willing landlord comparable
to Landlord at arm=s length. The FMRV shall be further based on all tenant concessions and
inducements that a tenant comparable to Tenant is receiving for space comparable to the Premises,
including one hundred percent (100%) of the following concessions: (i) limitations provided to
tenants in connection with the payment of operating and tax expenses, (ii) rental abatement
concessions being given such tenants, (iii) tenant improvement allowances and (iv) all other tenant
inducements and landlord concessions. FMRV shall be determined pursuant to the preceding factors
and shall mean the FMRV in effect as of the first day of the first month of the first Option Term
and the second Option Term, respectively. If Landlord and Tenant are unable to agree as to the
amount of the FMRV within ninety (90) days of Tenant=s delivery of notice to Landlord of
Tenant=s exercise of either Option Term, as provided in Section 3.2, then the FMRV
shall be determined as follows:



          (a) Each party, at its cost and by giving notice to the other party, shall appoint a licensed
real estate broker (hereinafter referred to as AAppraiser@) with at least five years of
full-time commercial real estate brokerage experience in San Juan, Puerto Rico to appraise and set
the FMRV. If a party does not appoint an Appraiser within fifteen (15) days after the other party
has given notice of the name of its Appraiser, the single Appraiser appointed shall be the sole
Appraiser and shall set the FMRV.




          (b) If two (2) Appraisers are appointed by the parties, they shall meet promptly and within
thirty (30) days after the second Appraiser has been appointed, each
Appraiser shall render his/her written appraisal as to the FMRV for the Premises, and
thereafter,



4









 






the two appraisals shall be added together and their total divided by two (2); the
resulting amount shall be the FMRV. If, however, there is more than a ten percent (10%) difference
in the two (2) appraisals, and the two Appraisers are then unable to agree as to the FMRV within
such thirty (30) day period, the two Appraisers shall select a third Appraiser meeting the
qualifications stated above, within fifteen (15) days after the last day the two (2) Appraisers are
given to set the FMRV. The third Appraiser selected, however, shall be a person who has not
previously acted in any capacity for either party.




          (c) Within thirty (30) days after the selection of the third Appraiser, the third Appraiser
shall set the FMRV in the manner set forth below. The third Appraiser shall select one of the two
written appraisals submitted by the first two Appraisers, which appraisal shall be the one that is
closer to the FMRV determined by the third Appraiser, and third Appraiser shall not adopt a
compromise. The appraisal so selected shall be the FMRV.




          (d) The decision of the first two Appraisers, or if necessary the decision of the third
Appraiser, shall be final and binding on Landlord and Tenant, and the parties shall immediately
after receiving the written decision of the Appraisers execute an amendment to this Lease (to be
drafted by Tenant) stating the Rent for the first Option Term or the second Option Term,
respectively. Landlord and Tenant shall share the cost of the third Appraiser equally and each
party shall pay for the cost of its own Appraiser. Until the determination of the FMRV, Tenant
shall continue to pay Landlord the amount of Rent then last in effect.




ARTICLE V




TAXES




     5.1 Real Estate Taxes.



          (a) Landlord represents to Tenant that the Land is a separate legal parcel with its own parcel
identification number and that the Premises are separately assessed for the purpose of paying all
real estate taxes and assessments for betterments and improvements that are levied or assessed by
any lawful authority on the Premises (“Real Estate Taxes”). From and after the Effective Date,
Landlord shall pay, without contribution from Tenant, all Real Estate Taxes on the Premises
(including the Buildings and any improvements or additions thereto made or constructed after the
Effective Date, including, without limitation, the Annex Improvements) on or prior to the last day
on which Real Estate Taxes can be paid without interest or penalty; provided,
however, that (i) Tenant shall pay to Landlord any increases in Real Estate Taxes that
occur during the first six (6) Lease Years of the Term based on the highest available discount for
early payment which are, in the aggregate, in excess of TWO HUNDRED AND TWENTY THOUSAND DOLLARS
($220,000). Tenant shall pay such excess, if any, to Landlord during the Term of the Lease on or
prior to the last date on which such excess can be paid with the highest available discount for
early payment and without interest or penalty. Any increases in Real Estate Taxes that occur after
the first six (6) Lease Years of the Term will be payable by Landlord.




          (b) In addition to Real Estate Taxes described in Section 5.1(a), Landlord shall be
responsible for paying, without contribution from Tenant: (i) income, intangible,





5









 







franchise,
capital stock, estate or inheritance taxes or taxes substituted for or in lieu of the foregoing
exclusions; (ii) except as provided in Section 5.3, taxes on gross receipts or revenues
(other than rent) of Landlord from the Premises; or (iii) any rollback, greenbelt or similar
deferred taxes which are assessed after the Effective Date, but relate to time periods prior to the
Effective Date by reason of a change in zoning, use or ownership.




          (c) If Landlord shall sell or otherwise transfer its interest in the Premises and as a result
thereof, there shall be a reassessment of the Premises, then Tenant shall not be required to pay
any increase in Real Estate Taxes due to such reassessment. All Real Estate Taxes due to such
reassessment shall instead be paid by Landlord in the year of such reassessment and all subsequent
years during the Term.




     5.2 Personal Property Taxes. Tenant shall pay all personal property taxes assessed on
Tenant’s personal property on the Premises. If Landlord has paid any such tax in the first
instance, as required by the applicable taxing authority, Tenant shall reimburse Landlord upon
Tenant’s receipt of paid invoices for such taxes, provided that Landlord shall give Tenant notice
of any such tax prior to paying same.



     5.3 Other Taxes. In the event that any taxing authority having jurisdiction over the
Premises impose a tax and/or assessment of any kind or nature upon, against, measured by or with
respect to the rentals payable by Tenant under this Lease, Tenant shall, together with each payment
of Rent hereunder, pay to Landlord such tax and/or assessment relating to such payment of Rent, and
Landlord shall deliver such tax and/or assessment to the relevant taxing authority in accordance
with applicable law.



     5.4 Right to Contest. Tenant may contest, by appropriate proceedings, the amount or
validity, in whole or in part, of any tax or assessment payable by it under Sections 5.1(a)
and 5.3, in any manner permitted by applicable law, provided that (i) such contest is
conducted by Tenant diligently and in good faith, (ii) such contest shall not subject Landlord to
any liability (criminal, civil or otherwise) or create any lien against the Premises or pose an
imminent threat to the title of the Premises, and (iii) Landlord is provided with notice of such
contest prior to its commencement. Upon the termination of such contest, Tenant shall pay such
taxes and assessments or part thereof (to the extent then unpaid), as finally determined in such
proceedings. Any refunds or rebates on account of such taxes and assessments paid by Tenant under
the provisions of this Lease shall belong to Tenant, and any such refunds or rebates received by
Landlord shall be deemed trust funds and as such shall be received by Landlord in trust and paid to
Tenant forthwith.



ARTICLE VI




UTILITIES




     From and after the Effective Date, Tenant shall pay directly to the applicable utility
companies or governmental agencies for all utilities (including, but not limited to, electric, gas,
water, sewage or telephone) consumed on the Premises by Tenant during the Term. Landlord
shall not take or permit any person claiming under Landlord to take any action which shall
interrupt or interfere with any utility service to the PremiseS. In the event that any such



6









 




interruption or interference caused by Landlord occurs and continues for longer than one (1) day,
Rent shall be fully abated for each additional day that such interruption or interference
continues.




ARTICLE VII




USE AND COMPLIANCE WITH REQUIREMENTS




     7.1 Use, No Obligation to Construct, Open or Operate.



          (a) The Premises may be used for any lawful purpose. Without limiting the generality of the
foregoing, Tenant shall have the right to use the entire Premises as Tenant sees fit for general
office purposes, administrative and executive use, the operation of retail banking or other banking
and/or financial services business, and any other incidental use relating to the foregoing,
including without limitation, the right (i) to use the sidewalks adjacent to the Buildings for any
lawful purpose, including, without limitation, providing food and beverage to employees and
customers for promotional events; (ii) to maintain employee lunchrooms and kitchenettes; and (iii)
to install and operate pay telephones or automatic teller machines and other self-serve banking
facilities on the exterior wall of the Building or sidewalk in front of the Building or elsewhere
on the Premises. Notwithstanding any provision contained herein or in any other documents, Tenant
shall not have any obligation to construct any improvements on the Premises or open or operate in
the Premises.




          (b) In no event shall Tenant or the Premises be bound by or subject to any exclusive,
restrictive or prohibited use agreement granted by Landlord after the Effective Date.




     7.2 Compliance with Requirements.



          (a) Landlord shall comply with and shall cause the Premises to be in compliance with all
Requirements applicable to the Premises. Subject to the preceding sentence, Tenant shall comply
with all applicable Requirements with respect to its use and occupancy of the Premises and its
construction of the Annex Improvements, as set forth in Section 8.2; provided,
however, that Tenant shall only be responsible for making improvements to the Premises
mandated by applicable Requirements if the necessity arises from Tenant’s specific use of the
Premises; and provided, further, that Landlord shall be responsible for making
structural or non-structural improvements to the Premises (excluding the Annex Improvements)
mandated by applicable Requirements if such improvements would have been required irrespective of
the nature of the current tenancy. The term “Requirements” shall mean all requirements of all
current and future laws, orders, ordinances, rules and regulations of federal, Puerto Rico and
municipal authorities, and of any certificate of occupancy, use permit, or other direction issued
pursuant to law by any public officer or officers, which shall relate to the Premises or the use,
occupancy or control thereof or the conduct of any business thereon, including those relating to or
which necessitate structural changes or improvements or alteration, repair or removal of any
improvements on any part of the Premises. Notwithstanding the foregoing, Landlord, not
Tenant, shall be responsible for any violations or breaches of the Requirements arising after
the Effective Date and caused by Landlord.




          (b) Tenant shall have the right, at its own cost and expense, to contest or review by legal
proceedings the validity, legality or applicability of any Requirement, and during





7









 







such contest,
Tenant may refrain from complying therewith, provided that such compliance may be deferred only if
(i) neither Tenant nor Landlord will thereby be subjected to civil or criminal liability for
failure to comply therewith; (ii) compliance may be so deferred without the incurrence of any lien,
charge or liability of any kind against the Premises or any interest therein or part thereof; and
(iii) Tenant prosecutes the contest in good faith and with due diligence. Landlord shall at all
times during the Term cooperate with Tenant, at Tenant’s expense, in requesting such modifications,
changes in zoning, variances, special use permits and such other changes in Requirements affecting
the Premises, as Tenant may request.




ARTICLE VIII




MAINTENANCE AND REPAIRS; IMPROVEMENTS;

PERSONAL PROPERTY AND FIXTURES




     8.1 Maintenance. Except as set forth in Article X, Tenant shall maintain the
Premises, including the parking lot(s) and parking buildings, landscaping and drainage system
located thereon, in reasonably good condition and shall be responsible for all repairs to the
Premises, except repairs or replacements necessitated by damage caused by the willful acts or
negligence of Landlord, its employees, agents and contractors (which repairs may be made by Tenant
at Landlord’s cost). All development and construction on and to the Premises and all maintenance,
repair and other work with respect thereto required hereunder shall be Tenant’s sole responsibility
and Landlord shall have no obligation with respect thereto, except as may be specifically otherwise
set forth herein and in Section 7.2(a).



     8.2 Construction of Improvements. Tenant shall have the right, at its sole cost and
without the necessity of obtaining Landlord’s consent, to make at any time and from time to time,
improvements and alterations to the Premises (including the construction and installation from time
to time of one or more signs (including Tenant’s existing signs on the Premises as of the Effective
Date and the substitution or replacement thereof from time to time in Tenant’s sole discretion) and
the installation of one or more sets of satellite receiving equipment or the like on or near the
Land and/or the Buildings), and to construct other improvements on the Premises, so long as Tenant
complies with all applicable Requirements. Landlord shall cooperate with Tenant and shall execute
all instruments necessary or appropriate to obtain, and shall join in the application for, all
permits, licenses and other approvals from the applicable governmental authorities to make such
alterations and improvements to satisfy the Requirements. Without limiting the generality of the
foregoing, Tenant shall have the right, at any time and from time to time during the Term, at its
sole cost and without the necessity of obtaining Landlord’s consent, to construct the Annex
Improvements, and to make such changes and alterations, structural or otherwise, to the Annex
Improvements as Tenant shall deem necessary or desirable, including, without limitation, the right
to increase or reduce the height of the Annex Improvements. Any improvements made by Tenant to the
Premises under this Section 8.2 (including without
limitation, the Annex Improvements) shall belong to Tenant for the duration of the Term and
the cost thereof shall be depreciated by Tenant during the Term. Notwithstanding anything to the
contrary in this Section 8.2, any improvement or alteration made by Tenant to the Premises
which affects the external appearance of the Buildings or the Annex Improvements, or which affect
the structural integrity of the Buildings (excluding the Annex Improvements), shall require the
prior consent of Landlord, which consent shall be not be unreasonably conditioned, withheld



8









 




or
delayed. Landlord agrees to cooperate with Tenant and shall execute all instruments necessary or
appropriate to obtain, and shall join in the application for, all permits, licenses, endorsements
and other approvals from the applicable governmental authorities to make the Annex Improvements
comply with the Requirements. Tenant shall provide to Landlord a copy of the plans and
specifications relating to any improvements or alterations made by Tenant to the Premises (whether
or not such improvements or alterations require Landlord’s consent), and a reasonable estimate of
the cost thereof, prior to commencing such improvements or alterations. As used herein, “Annex
Improvements” shall mean any and all improvements and alterations to the Annex Building for the
conversion to office use of an area equal to approximately 7,000 square feet of the second floor
thereof, which area is currently used for the parking of motor vehicles. Nothing in this Lease
shall be deemed to obligate Tenant to make the Annex Improvements.




     8.3 Personal Property and Fixtures. All articles of personal property, trade
fixtures, furniture, equipment, systems and other personal property, including, without limitation,
movable partitions, all signs and signage, vaults, vault doors, safes, night depositories, safe
deposit booths, teller lines, cabinetry, business machines and equipment, and communication
equipment that Tenant places or installs in the Premises, at its expense prior to or during the
Term hereof (including, without limitation, those placed or installed in the Premises as of the
Effective Date), shall remain Tenant’s property and may be removed at any time and from time to
time by Tenant. Landlord acknowledges and agrees that, notwithstanding anything in this Lease to
the contrary, Tenant shall have the right, at Tenant’s sole cost and expense, to utilize the vault
which exists at the Premises as of the date hereof (the “Vault”). In addition, Landlord agrees
that Tenant may relocate the Vault within the Premises and/or install such other vaults in the
Premises as Tenant may require. Notwithstanding anything in this Lease to the contrary, upon the
expiration or earlier termination of this Lease, Landlord may request Tenant, at Tenant’s sole cost
and expense, to remove any vault (excluding the Vault) installed by Tenant in the Premises after
the Effective Date.



ARTICLE IX




INSURANCE




     9.1 Tenant’s Insurance. From and after the Effective Date, Tenant shall maintain the
following insurance coverages:



          (a) commercial general liability insurance, including, but not limited to contractual
liability, covering the Premises against claims for bodily injury, personal injury and damage to
property with minimum limits of TWO MILLION DOLLARS ($2,000,000) combined single limit;




          (b) “all risk” property damage insurance covering the Buildings for damage or other loss
caused by fire, and such other risks as may be included in the standard form of extended coverage
insurance from time to time available, in an amount equal to eighty percent (80%) of replacement
value of the Buildings and all improvements on the Premises other than foundations, such amount to
be adjusted every three (3) years; and





9









 








          (c) workers’ compensation or similar coverage for the benefit of Tenant’s employees.



The insurance required to be maintained by Tenant under subsections (a) and (b) of this Section
9.1, shall be issued by an insurance company having a financial rating of class “A-” or better in
Best’s Insurance Guide and, if required by law, licensed to do business in the Commonwealth of
Puerto Rico.




     9.2 Insurance Certificates. Tenant shall name Landlord as an additional insured under
the policies carried pursuant to Section 9.1(a) and (b) above. All of the
foregoing insurance policies required pursuant to Section 9.1 above will be written with
companies of recognized standing and will provide that the party named as an additional insured
shall be given a minimum of ten (10) days written notice by any such insurance company prior to the
cancellation, termination or alteration of the terms or limits of such coverage. Tenant will
deliver to Landlord copies of the foregoing insurance policies or certificates thereof within
thirty (30) days after the Effective Date and evidence of all renewals or replacements of same not
less than ten (10) days prior to the expiration date of such policies. As an alternative to
delivering a certificate of insurance, Tenant may provide Landlord with a website address
maintained by Tenant’s insurance consultant which shall enable Landlord to electronically review
all insurance maintained by Tenant from time to time during the term to confirm Tenant’s compliance
with the terms of this Lease related to insurance. All such policies may be maintained under a
blanket insurance policy of the insuring party (or by self-insurance as to Tenant, as aforesaid).



     9.3 Mutual Release; Waiver of Subrogation. Landlord and Tenant hereby each release
the other party and anyone claiming through or under the other party by way of subrogation or
otherwise from any and all insured loss of or damage to Premises, or Tenant’s personal property,
whether or not caused by the negligence or fault of the other party. In addition, Tenant shall
cause any property insurance policy carried by it insuring the Premises or the contents thereof to
be written to provide that the insurer waives all rights of recovery by way of subrogation against
Landlord in connection with any loss or damage covered by the policy.



     9.4 Mutual Indemnification. Subject to the terms of Section 9.3 above, each of
Landlord and Tenant covenants and agrees to indemnify, defend, protect and hold the other harmless
against and from any and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of
any kind or of any nature whatsoever (including, without limitation, attorneys’ and experts’ fees
and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded
against the other arising from or in connection with the loss of life, personal injury and/or
damage to property occasioned by any negligent or willful act or omission of the indemnifying party
or its agents, contractors, servants or employees. In addition, Tenant covenants and agrees to
indemnify, defend, protect and hold the Landlord harmless against and from any and all
damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses,
judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature
whatsoever (including, without limitation, attorneys’ and experts’ fees and disbursements) which
may at any time be imposed upon, incurred by or asserted or awarded against the Landlord and
arising from or in connection with the loss of life, personal injury and/or damage to property
arising from or out of any occurrence in or upon the Premises, unless caused by any negligent or



10









 




willful act or omission of Landlord or its agents, contractors, servants or employees, or a default
of Landlord with respect to its obligations hereunder. If an indemnified party shall, without
fault, be made a party to any litigation commenced by or against the other party, or if a party
shall, in its reasonable discretion, determine that it must intervene in such litigation to protect
its interest hereunder, the indemnifying party shall defend such other party using attorneys
reasonably satisfactory to such other party and shall pay all costs, expenses and reasonable
attorneys’ fees and costs in connection with such litigation.




ARTICLE X




DAMAGE OR DESTRUCTION




     In the event that any of the Buildings and/or the Premises are damaged or destroyed (partially
or totally) by fire or casualty, Landlord shall promptly and diligently complete the repair and
reconstruction of such Building and/or the Premises (excluding any improvements made by Tenant at
Tenant’s cost, and Tenant’s Property) to their condition and character immediately prior to such
fire or casualty (collectively, “Landlord’s Restoration Obligations”), and all proceeds from
Tenant’s insurance carried in accordance with this Lease shall be applied by Tenant for Landlord’s
Restoration Obligations. Within thirty (30) days after the casualty, Landlord shall deliver to
Tenant a certificate from Landlord’s architect or engineer specifying the time it shall take
Landlord to complete Landlord’s Restoration Obligations. If Landlord’s Restoration Obligations can
not be completed within one hundred eighty (180) days following the date of damage or destruction,
Tenant may, within thirty (30) days after receipt of Landlord’s notice, terminate this Lease by
delivering written notice thereof to Landlord. In the event that Landlord fails to complete
Landlord’s Restoration Obligations within one hundred eighty (180) days after the date of damage or
destruction, Tenant shall have the right to terminate this Lease by delivering notice thereof to
Landlord and this Lease shall terminate on the thirtieth (30th) day after Landlord’s
receipt of such notice; provided, however, if Landlord completes Landlord’s
Restoration Obligations prior to the end of such thirty (30) day period, Tenant’s election to
terminate this Lease shall be null and void and this Lease shall continue in full force and effect.
Notwithstanding the foregoing, if during or after the thirteenth (13th) Lease Year of
the initial Term or during the last Lease Year of any Option Term, the Premises are damaged or
destroyed either Landlord or Tenant may, within sixty (60) days following the date such damage or
destruction occurs, terminate this Lease by written notice to the other party. The provisions of
this Article X to the contrary notwithstanding, if this Lease is terminated in accordance
with this Article X, and Landlord elects to rebuild the Buildings or substantially similar
improvements in the Premises within two (2) years after the date of such damage or destruction,
Landlord shall first offer such space in the Premises to Tenant before marketing such space in any
other manner on terms no less favorable than those under which Landlord will market such space. If
this Lease is terminated pursuant to this Article X, Tenant shall surrender possession of
the Premises within
sixty (60) days after notice of termination is duly given, and all obligations of either party
hereunder, including any obligation of Tenant to pay Rent or other charges, shall terminate as of
the date of such damage or destruction, except for obligations (such as indemnity obligations)
which, by their terms survive the expiration or termination of this Lease. Landlord shall promptly
refund to Tenant any unearned Rent paid, or Tenant shall promptly pay to Landlord any unpaid Rent
then accrued. Following the date of any damage or destruction and during the period in which
Landlord’s Restoration Obligations have not been completed, all Rent shall abate from the



11









 




date of
such damage or destruction until the date which is ninety (90) days after Landlord has completed
Landlord’s Restoration Obligations, in proportion to the part of the Premises that is unfit for use
by Tenant. During the period between Landlord’s completion of Landlord’s Restoration Obligations
and the recommencement of Tenant’s obligation to pay Rent without abatement, Tenant and Tenant’s
employees, agents and contractors shall have the right to enter upon the Premises for the purpose
of erecting, constructing, or installing such improvements, alterations, fixtures, equipment and
furniture as Tenant deems necessary for resuming business in the Premises. In the event Rent shall
completely abate for any period pursuant to the provisions of this Lease, the Term shall toll for
the period of such abatement, in which event, the monthly installments of Rent following the end of
the period of such abatement shall recommence and thereafter continue at the same Rent rate that
was in effect at the time of such abatement; the remaining scheduled increases of Rent shall be
postponed for the period of such abatement to reflect such tolling, the expiration date of the then
applicable Term (whether the initial Term or any Option Term) and the commencement and expiration
dates of any subsequent Option Terms shall be extended for the period of such abatement.




ARTICLE XI




CONDEMNATION




     11.1 Total Taking. If the entire Premises shall be taken under power of eminent
domain by any public or private authority or conveyed by Landlord to said authority in lieu of such
taking, then this Lease shall terminate as of the date of such taking or conveyance, subject,
however, to the right of Tenant, at its election, (i) to continue to occupy the Premises, subject
to the terms and provisions of this Lease, for all or such part, as Tenant may determine, of the
period between the date of such taking or conveyance and the date when possession of the Premises
shall be taken by or conveyed to the appropriating authority, and any unearned Rent or other
charges, if any, paid in advance, shall be refunded to Tenant; and (ii) to keep this Lease in full
force and effect in accordance with all Requirements, if termination hereof would reduce any award
for a taking, as set forth below in this Article XI. In the event of any such termination,
this Lease shall be of no further force or effect and neither party hereto shall have any further
rights, duties or liabilities hereunder other than those rights, duties and liabilities which have
arisen or accrued hereunder prior to the effective date of such termination. Landlord shall not
convey all or a portion of the Premises to the appropriating authority in lieu of a taking without
Tenant’s consent, which shall not be unreasonably conditioned, withheld or delayed.



     11.2 Partial Taking. If any taking under the power of eminent domain by a public or
private authority or any conveyance by Landlord in lieu thereof shall result in:



          (a) any reduction of the floor area of any of the Buildings;




          (b) a taking of a portion of the access roads to the Premises which, in Tenant’s reasonable
business judgment, impedes or interferes with access to the Premises or materially adversely
affects the conduct of Tenant’s business as theretofore conducted at the Premises;




12









 








          (c) the reduction of the parking serving the Premises to below the greater of (i) the amount
required by law; or (ii) four (4) parking spaces for every one thousand (1,000) square feet of
floor area of the Premises; or




          (d) the closing of any entrance or exit to the Premises;



and such taking or conveyance has a material affect on Tenant’s ability to continue its operations
on the Premises in substantially the same manner, then Tenant may, at its election, terminate this
Lease by giving Landlord notice of the exercise of Tenant’s election within thirty (30) days after
Tenant shall receive actual written notice of such taking or conveyance. In the event of
termination by Tenant under the provisions of this Section 11.2, this Lease shall terminate as of
the date of such taking, subject to the right of Tenant, at its election, to continue to occupy the
Premises, subject to the terms and provisions of this Lease (including the payment of Rent to
Landlord and the Real Estate Taxes payable by Tenant for such period of occupation by Tenant), for
all or such part, as Tenant may determine, of the period between the date of such taking and the
date when possession of the Premises shall be taken by the appropriating authority. In the event
of any such termination, this Lease shall be of no further force or effect and neither party hereto
shall have any further rights, duties or liabilities hereunder other than those rights, duties and
liabilities which have arisen or accrued hereunder prior to the effective date of such termination.
All Rent or other charges paid by Tenant for periods after the date of such taking or conveyance
in lieu thereof shall be promptly refunded. Notwithstanding anything in the foregoing to the
contrary, if any condemnation award for any taking would be reduced by the termination of this
Lease with respect to a taking, as hereinabove set forth, then Tenant may elect to keep this Lease
in full force and effect so as to obtain the highest possible award from the condemning authority.
Landlord shall not convey all or any portion of the Premises to the appropriating authority in lieu
of a taking without Tenant’s consent, which shall not be unreasonably conditioned, withheld or
delayed.




     11.3 Restoration. In the event of a taking or conveyance in respect of which Tenant
shall not have the right to elect to terminate this Lease or, in the event Tenant, having such
right, shall not elect to terminate this Lease, Tenant, at Tenant’s sole cost and expense, shall
promptly and diligently proceed to restore the remaining portions of the Premises (or raze the
Building and any other improvements on the Premises and place the Premises in a safe condition).
An equitable proportion of the Rent reserved hereunder and any other charges payable by Tenant
hereunder, according to the nature and extent of the injury to the Premises and to Tenant’s
business, shall be abated until the completion of such restoration and thereafter the Rent and any
other charges shall be reduced to equitably reflect the effect of such taking on Tenant’s business.



     11.4 Award. All compensation awarded for any taking of the Premises shall belong to
the party to whom such award was made. If only one award is made as to the Premises, such award
shall be allocated between Landlord and Tenant in accordance with their respective interests.
Notwithstanding the foregoing, any award attributable or applicable to the Annex
Improvements and/or any other improvements on the Premises made by Tenant shall belong to
Tenant.



13









 





ARTICLE XII




SELF HELP




     If Landlord (i) defaults in the performance of any obligation imposed on it by this Lease;
(ii) breaches any representation or warranty set forth in Article XIX hereof; or (iii)
makes a representation in Article XIX hereof which is or becomes inaccurate, and does not
cure such default, breach or inaccuracy within thirty (30) days after written notice from Tenant
specifying the default, breach or inaccuracy, Tenant shall have the right at any time thereafter to
cure such default, breach or inaccuracy for the account of Landlord, and Landlord, within ten (10)
days of the receipt of a statement therefor, shall reimburse Tenant for any amount paid and any
expense or contractual liability so incurred. Any sum not paid when due shall accrue interest
thereafter at a rate equal to the rate announced by The Wall Street Journal from time to time as
the “prime rate” plus 2% per annum, but not to exceed the highest rate permitted by law (the
interest rate determined hereby is referred to as the “Interest Rate”). In the event of an
emergency, or where necessary to prevent injury to persons or damage to Premises, Tenant may cure
any such default, breach or inaccuracy by Landlord before the expiration of the cure period set
forth above, with such written or oral notice to Landlord as is appropriate under the
circumstances.



DEFAULT




     12.1 Remedies Upon Tenant’s Default. In the event (i) Tenant shall at any time fail
to pay Rent or other monetary amounts herein required to be paid by Tenant, such failure shall
continue for ten (10) days after receipt by Tenant of an initial written notice from Landlord
(provided that such cure period and notice shall not apply if in a single Lease Year such failure
occurs more than once), or (ii) Tenant shall fail to observe or perform any of the other covenants
and agreements required to be performed and observed by Tenant hereunder and any such default shall
continue for a period of thirty (30) days after receipt by Tenant of written notice from Landlord
and Tenant shall not thereafter cure such default (if such default is by its nature not reasonably
susceptible of being cured within such thirty (30) day period, such thirty (30) day period shall be
extended as necessary to provide Tenant the opportunity to cure the default, provided Tenant within
said period commences and thereafter diligently proceeds to cure such default without interruption
until such cure is completed), then Landlord shall be entitled at its election, to exercise
concurrently or successively, any one or more of the following rights: (i) to bring suit for
collection of Rent or other amounts for which Tenant may be in default, or for performance of any
other covenant or agreement of Tenant; (ii) to re-enter the Premises upon order of a court with
competent jurisdiction after due notice and hearing and dispossess Tenant and any occupants
thereof, remove their personal property not previously removed by them and hold the Premises free
from this lease; and/or (iii) to relet the Premises or any part or parts thereof in the name of
Landlord for a term or terms which may be less than or exceed the balance of the Term, and Tenant
shall pay to Landlord any deficiency between the (x) Rent plus the reasonable costs of reletting
the Premises and (y) the amount of rent and other charges collected on account of the new lease or
leases of the Premises for each month of the period which would otherwise have constituted the
balance of the Term (not including any Option Term, the
commencement of which shall not have occurred prior to such dispossession or removal). Such
deficiency shall be paid by Tenant in monthly installments on the dates specified in the Lease for
payment of Rent, and any suit brought to collect the amount of the deficiency for any month



14









 




shall
not prejudice in any way the right of Landlord to collect the deficiency for any subsequent month
by a similar proceeding. Landlord shall be obligated to mitigate its damages and in no event shall
Landlord have the right to accelerate Rent payable hereunder. In no event shall Tenant be liable
to Landlord for consequential, indirect, speculative or punitive damages in connection with or
arising out of any default by Tenant.




          Notwithstanding anything herein to the contrary, if Landlord asserts a monetary default
arising out of Tenant’s exercise of its abatement right under Article VI, X or
XVIII which is disputed by Landlord and it is ultimately determined by court of competent
jurisdiction that such abatement was not proper, Landlord shall not be entitled to exercise any
rights or remedies if Tenant pays to Landlord the amount the court determined to be due and owing
within ten (10) business days after such judicial determination, together with interest accruing
from the date said amount is due to the date of payment at a rate equal to the Interest Rate.




     12.2 Remedies Upon Landlord’s Default. In the event that Landlord shall at any time
be in default in the observance or performance of any of the covenants and agreements required to
be performed and observed by Landlord hereunder and any such default shall continue for a period of
thirty (30) days after written notice to Landlord (provided that, if such default is by its nature
not reasonably susceptible of being cured within such thirty (30) day period, such thirty (30) day
period shall be extended as necessary to provide Landlord the opportunity to cure the default,
provided Landlord within said period commences and thereafter diligently proceeds to cure such
default without interruption until such cure is completed), Tenant shall be entitled at its
election, in addition to all remedies otherwise provided in this Lease and otherwise available at
law or in equity under the laws of the United States or the State in which the Premises is located:
(i) to bring suit for the collection of any amounts for which Landlord may be in default, or for
the performance of any other covenant or agreement devolving upon Landlord, without terminating
this Lease; and/or (ii) to terminate this Lease without waiving Tenant’s rights to damages for
Landlord’s failure to perform any of its covenants or agreements hereunder. In the event Tenant
shall elect to terminate this Lease, all rights and obligations of Tenant, and of any permitted
successors or assigns, shall cease and terminate, except that Tenant shall have and retain full
right to sue for and collect all amounts for the payment of which Landlord shall then be in default
and all damages to Tenant by reason of any such breach.



     12.3 Indemnification for Breach. Subject to the terms of Section 9.3 above, each of
Landlord and Tenant covenants and agrees to indemnify, defend, protect and hold the other harmless
against and from any and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of
any kind or of any nature whatsoever (including, without limitation, attorneys’ and experts’ fees
and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded
against the other arising from or in connection with the loss of life, personal injury and/or
damage to property in connection with the failure to comply with the provisions of this Lease or
the breach of any warranty or representation of the indemnifying party contained herein.



     12.4 Remedies Cumulative. All remedies of Landlord and Tenant herein created or
remedies otherwise existing at law or in equity are cumulative and the exercise of one or more
rights or remedies shall not be taken to exclude or waive the right to the exercise of any other,
but in no event shall Landlord have the right to accelerate Rent payable hereunder. All such



15









 




rights and remedies may be exercised and enforced concurrently and whenever and as often as either
Landlord or Tenant shall, as applicable, deem necessary.




ARTICLE XIII




QUIET ENJOYMENT




     Landlord covenants and warrants that Landlord is the true and lawful owner in fee simple
(pleno dominio) of the Premises subject only to those liens and encumbrances set forth in
Exhibit “B” attached hereto (the “Permitted Exceptions”) and has good right and full power
to let and lease the same. Landlord agrees that, contingent upon Tenant’s compliance with the
terms of this Lease, Tenant shall quietly and peaceably hold, possess and enjoy the Premises for
the full Term of this Lease without any hindrance or molestation by any party whomsoever. Landlord
will defend the title to the Premises and the use and occupancy of the same by Tenant against the
lawful claims of all persons whomsoever, except those claiming by or through Tenant, and indemnify,
defend, protect and hold Tenant harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon,
incurred by or asserted or awarded against Tenant and arising from or attributable to a breach by
Landlord of the covenants and warranties set forth in this Article XIII.



ARTICLE XIV




SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT




     14.1 Tenant=s Rights. This Lease shall be recorded in the Registry of Property
of Puerto Rico, Second Section of San Juan as set forth in Section 21.3, and shall
constitute a first priority lien on the Premises; provided, however, that this
Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the
“Mortgage”) of the Premises or all or any portion thereof, and any renewals, modifications,
replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is
entered into in respect of such Mortgage by the holder thereof (hereinafter, the “Mortgagee”)
acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after
the expiration of any applicable notice and grace period, the Term shall not be terminated or
modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use,
quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected
in any manner as a result of any act or omission of Landlord, including any breach of or default
under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be
applied in the manner provided in this Lease; (c) no such Mortgagee shall name or join Tenant as a
party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or
the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise
affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to
the terms, covenants or conditions contained therein or in any other documents held by any such
Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such
Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently



16









 




with
any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be
set forth in the subordination agreement referred to in Section 14.2 and shall be binding
upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s
or foreclosure sale, or other party claiming by, through or under such Mortgagee




     14.2 Attornment Agreement. Upon request of the holder of a Mortgage to which this
Lease becomes subordinate, Tenant shall execute, acknowledge and deliver to such Mortgagee an
agreement: (a) to attorn to such Mortgagee as Landlord if such Mortgagee becomes Landlord
hereunder; and/or (b) not to make any payment of Rent for a period of more than one month in
advance; and/or (c) to subordinate this Lease to such Mortgage; provided, however,
that Tenant shall not be obligated to execute any such agreement until such Mortgagee shall have
executed and delivered to Tenant a non-disturbance and attornment agreement as provided in
Section 14.1 above; and, further provided, that in no event shall any of Tenant’s Property
be or become subject or subordinate to any Mortgage or other lien of any kind in favor of Landlord
or granted by Landlord to any Mortgagee or other person.



     14.3 Certain Limitations. Tenant shall not be required to execute or deliver any
instrument or document which, by its proposed terms, would (i) increase the amount of Rent or any
other monetary obligation of Tenant under this Lease, or (ii) require any modification or change of
this Lease, or (iii) require Tenant to obtain the consent or approval of any Mortgagee or other
mortgagee or purchaser (or proposed mortgagee or purchaser) in order for Tenant to exercise any of
its existing rights, benefits or privileges under this Lease.



ARTICLE XV




TRANSFERS BY LANDLORD




     Subject to Tenant’s right of first refusal set forth in Section 20.1, Landlord shall
have the unfettered right to transfer its fee simple interest (pleno dominio) in the Premises from
time to time, but no such transfer or sale of Landlord’s interest hereunder shall release Landlord
from any of its obligations or duties under this Lease, unless Tenant consents in writing to the
assignment by Landlord of its rights and obligations under this Lease to the purchaser or
transferee in such sale or transfer, which consent shall not be unreasonably conditioned, withheld
or delayed. Landlord and Tenant hereby agree to record this Lease in the Registry of Property of
Puerto Rico, Second Section of San Juan as set forth in Section 21.3. Upon the expiration
of this Lease, Tenant shall, at its sole cost and expense, execute any and all public instruments
required to cancel this Lease and file any such public instrument for recordation in the Registry
of Property together with the payment of the corresponding filing and recording fees.



ARTICLE XVI




SIGNAGE




     Tenant shall have the right to install such directional signs and signs on the interior and
exterior of the Building as may be desired by Tenant, subject to compliance with the Requirements.
Landlord agrees to cooperate with Tenant in obtaining any permits and approvals required by the
Requirements, as well as any waivers, special use permits and other special



17









 




permits as may be
required in order for Tenant to install any signs which exceed or differ from the signs permitted
by the Requirements.




ARTICLE XVII




ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES




     17.1 Assignment and Subletting. Tenant shall have the right to assign this Lease or
to sublet all or any portion of the Premises, without Landlord’s consent, and provided that Tenant
remains liable for all of its obligations under this Lease, to (i) any corporation or other entity
with which Tenant is merged or consolidated or which is a subsidiary of Tenant or of which Tenant
is a subsidiary or with which Tenant is owned or commonly controlled, (ii) any corporation or other
entity which acquires all or substantially of the assets of Tenant or any successor to Tenant’s
assets or business by reason of merger, consolidation, reorganization, purchase of assets or action
of governmental or regulatory authority, or (iii) any subsidiary or affiliate of Grupo Santander or
Santander BanCorp, including, without limitation, Santander Mortgage Corporation, Santander
Securities Corporation, Santander Asset Management Corporation, Santander Insurance Agency and
Santander Financial Services, Inc. Tenant shall have the right to assign this Lease or to sublet
all or any portion of the Premises to any other third party not specified in the preceding
sentence, subject to obtaining Landlord’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Such consent shall be deemed granted unless, within ten (10)
calendar days after Tenant has requested Landlord’s consent, Landlord disapproves such request in
writing specifying the reason or all of the reasons therefor and any curative actions which may be
taken. Tenant shall be entitled to any and all rent and other consideration relating to any such
subleasing or assignment contemplated in this Section 17.1.



     17.2 Leasehold Mortgages. Notwithstanding anything to the contrary in this Lease,
Tenant may at any time execute and deliver one or more mortgages, deeds to secure debt or deeds of
trust (any such mortgage, deed to secure debt or deed of trust is herein called a “Leasehold
Mortgage”) granting a lien or security interest in Tenant’s leasehold estate and rights hereunder
without the consent of Landlord; provided, however, that Tenant shall remain liable
hereunder for the payment of Rent and any additional rent payable hereunder and for performance of
all the obligations of Tenant under this Lease. In no event shall any such Leasehold Mortgage
encumber Landlord’s fee interest in the Premises. If either Tenant or the holder of any such
Leasehold Mortgage notifies Landlord of the existence of such Leasehold Mortgage and the address of
the holder thereunder for the service of notices, such holder shall be deemed to be a “Leasehold
Mortgagee” as such term is used in this Lease. Landlord shall be
under no obligation under this provision to any holder of a Leasehold Mortgage of whom
Landlord has not received such notice.



          (a) If an event of default by Tenant under this Lease occurs, Landlord shall give written
notice thereof to any Leasehold Mortgagee, and Landlord shall take no action to terminate this
Lease or to interfere with the occupancy, use or enjoyment of the Premises, provided that (A) if
such event of default is a default in the payment of any installment of Rent or any additional
rent, such Leasehold Mortgagee cures such default not later than thirty (30) days after receipt of
such notice; (B) if such event of default is a default in observing or





18









 








performing any other
covenant or condition to be observed or performed by Tenant hereunder, and such default can be
cured by such Leasehold Mortgagee without obtaining possession of the Premises, such Leasehold
Mortgagee remedies such default within thirty (30) days after receipt of such notice;
provided, however, in the case of a default that cannot with diligence be cured, or
the curing of which cannot be commenced, within such thirty (30) days, such Leasehold Mortgagee
shall have such additional period as may be necessary to cure such default with diligence and
continuity; or (C) if such event of default is a default that can only be remedied by such
Leasehold Mortgagee upon obtaining possession of the Premises, such Leasehold Mortgagee obtains
such possession with diligence and continuity, through a receiver or otherwise, and cures such
default within thirty (30) days after obtaining such possession; provided, however,
in the case of a default that cannot with diligence be cured, or the curing of which cannot be
commenced, within such period of thirty (30) days, such Leasehold Mortgagee shall have such
additional period as may be necessary to cure such default with diligence and continuity.




          (b) If any Leasehold Mortgagee or a person designated by such Leasehold Mortgagee either
becomes the owner of the interest of Tenant hereunder upon the exercise of any remedy provided for
in the Leasehold Mortgage, or enters into a new lease with Landlord as provided in clause (c)
below, such Leasehold Mortgagee or such person shall have the right to assign to any person such
interest or such new lease.




          (c) If this Lease terminates for any reason or is rejected or disaffirmed pursuant to
bankruptcy law or other law affecting creditors’ rights, any Leasehold Mortgagee or a person
designated by such Leasehold Mortgagee shall have the right, exercisable by notice to Landlord,
within thirty (30) days after the effective date of such termination, to enter into a new lease of
the Premises with Landlord. The term of said new lease shall begin on the date of the termination
of this Lease and shall continue for the remainder of the Term (including the right to exercise all
extension options pursuant to Section 3.2 above). Such new lease shall otherwise contain
the same terms and conditions as those set forth herein, except for requirements that are no longer
applicable or have already been performed, provided that such Leasehold Mortgagee shall have cured
all defaults on the part of Tenant hereunder that are susceptible of being cured by the payment of
money, and that such new lease shall require the tenant thereunder promptly to commence, and
expeditiously to continue, to cure all other defaults on the part of Tenant hereunder to the extent
susceptible of being cured. This provision shall survive the termination of this Lease and shall
continue in full force and effect thereafter to the same extent as if this provision were a
separate and independent contract among Landlord, Tenant and each Leasehold Mortgagee.




          (d) No Leasehold Mortgagee shall become personally liable for the performance or observation
of any covenants or conditions to be performed or observed by Tenant unless and until such
Leasehold Mortgagee becomes the owner of Tenant’s interest hereunder upon the exercise of any
remedy provided for in any Leasehold Mortgage or enters into a new lease with Landlord pursuant to
clause (c) above. Thereafter, such Leasehold Mortgagee shall be liable for (A) the performance and
observance of such covenants and conditions only so long as such Leasehold Mortgagee owns such
interest or is the lessee under such new lease, and (B) any defaults by such Leasehold Mortgagee
occurring during the period it owned such interest or was the lessee under such new lease.





19









 








          (e) Upon the reasonable request of any Leasehold Mortgagee, Landlord and Tenant shall
cooperate in including in this Lease by suitable amendment from time to time any provision for the
purpose of implementing the protective provisions contained in this Lease for the benefit of such
Leasehold Mortgagee in allowing such Leasehold Mortgagee reasonable means to protect or preserve
the lien of its proposed Leasehold Mortgage on the occurrence of a default under the terms of the
Lease. Landlord and Tenant shall execute, deliver and acknowledge any amendment reasonably
necessary to effect any such requirement; provided, however, that any such
amendment shall not in any way affect the Term or rental under this Lease nor otherwise in any
material respect adversely affect any rights of Landlord under this Lease.




ARTICLE XVIII




HAZARDOUS SUBSTANCES




     18.1 Definition of Hazardous Substances. “Hazardous Substances” for purposes of this
Lease shall be interpreted broadly to include, but not be limited to, any material or substance
that is defined, regulated or classified under any environmental law or other applicable federal,
state or local laws and the regulations promulgated thereunder as (i) a “hazardous substance”
pursuant to section 101 of the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. §9601(14), the Federal Water Pollution Control Act, 33 U.S.C. §1321(14), as now or
hereafter amended; (ii) a “hazardous waste” pursuant to section 1004 or section 3001 of the
Resource Conservation and Recovery Act, 42 U.S.C. §§6903(5), 6921, as now or hereafter amended;
(iii) toxic pollutant under Section 307(a)(1) of the Federal Water Pollution Control Act, 33 U.S.C.
§1317(a)(1) as now or hereafter amended; (iv) a “hazardous air pollutant” under Section 112 of the
Clean Air Act, 42 U.S.C. §7412(a)(6), as now or hereafter amended; (v) a “hazardous material” under
the Hazardous Materials Transportation Uniform Safety Act of 1990, 49 U.S.C. §5102(2), as now or
hereafter amended; (vi) toxic or hazardous pursuant to regulations promulgated now or hereafter
under the aforementioned laws or any Puerto Rico counterpart to any of the aforementioned laws; or
(vii) presenting a risk to human health or the environment under other applicable federal, state or
local laws, ordinances or regulations, as now or as may be passed or promulgated in the future.
“Hazardous Substances” shall also mean any substance that after release into the environment or
upon exposure, ingestion, inhalation or assimilation, either directly from the environment or
directly by ingestion through food chains, will or may reasonably be anticipated to cause death,
disease, behavior abnormalities, cancer or genetic abnormalities and specifically includes, but is
not limited to,
asbestos, polychlorinated biphenyls (“PCBs”), radioactive materials, including radon and
naturally occurring radio nuclides, natural gas, natural gas liquids, liquefied natural gas,
synthetic gas, oil, petroleum and petroleum-based derivatives and urea formaldehyde.



     18.2 Landlord’s Remediation Obligation. If at any time Hazardous Substances are
determined to be present on the Premises (other than Hazardous Substances introduced by Tenant or
parties claiming under Tenant as of the Effective Date), Landlord shall take all steps necessary to
promptly remove or otherwise abate all such Hazardous Substances in accordance with all applicable
Requirements. Landlord shall use its best efforts not to interfere with the conduct of Tenant’s
business during any such removal or abatement process. If Tenant determines, in its sole judgment,
that Landlord is unable or unwilling to take such steps to



20









 




remove or abate the Hazardous Substances
condition, and that said condition has or will have a negative impact upon the conduct of Tenant’s
business or the safety and health of its employees or customers, then Tenant may, after giving
Landlord at least thirty (30) days’ advance notice, and Landlord has failed within such thirty (30)
days period to remove or abate the Hazardous Substances condition, elect to (i) terminate this
Lease without further liability to Tenant; or (ii) expend such sums as Tenant reasonably determines
are necessary to remove or abate the condition and to offset said amounts against the next Rent and
other charges due under this Lease. Notwithstanding the foregoing, if Landlord is able to
demonstrate to Tenant’s sole satisfaction that Landlord is able to remove or abate the Hazardous
Substances condition within a reasonable period of time and Landlord is diligently pursuing such
removal or abatement, Tenant shall have no right to terminate the Lease, but Tenant’s Rent and
other charges payable hereunder shall be equitably reduced to take into account the economic loss
to Tenant during the period in which the Hazardous Substances condition is being removed or abated
unless the subject Hazardous Substances were introduced by Tenant or parties claiming under Tenant.
Nothing herein shall be deemed to limit any other rights or remedies to which Tenant may be
entitled by reason of the existence of Hazardous Substances. If Tenant terminates this Lease, then
this Lease shall be of no further force or effect and neither party hereto shall have any further
rights, duties or liabilities hereunder other than those rights, duties and liabilities which have
arisen or accrued hereunder prior to the effective date of such termination.




     18.3 Landlord’s Indemnity. Landlord further covenants and agrees to indemnify,
defend, protect and hold Tenant harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon,
incurred by or asserted or awarded against Tenant and arising from or out of any Hazardous
Substances on, in, under or affecting all or any portion of the Premises (other than any Hazardous
Substances introduced by Tenant or parties claiming under Tenant) including, without limitation,
(i) the costs of removal of any and all Hazardous Substances from all or any portion of the
Premises; (ii) additional costs required to take necessary precautions to protect against the
release of Hazardous Substances on, in, under or affecting the Premises into the air, any body of
water, any other public domain or any surrounding areas; and (iii) compliance, in connection with
all or any portion of the Premises, with all applicable Requirements, and (iv) any additional
construction costs incurred by Tenant on account of such Hazardous Substances.



     18.4 Tenant’s Indemnity. Tenant shall handle, store, dispose, transport and maintain
any Hazardous Substances that it introduces in the Premises after the Effective Date in compliance
with all applicable Requirements. Tenant further covenants and agrees to indemnify, defend,
protect and hold Landlord harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon,
incurred by or asserted or awarded against Landlord and arising from or out of any Hazardous
Substances on, in, under or affecting all or any portion of the Premises introduced by Tenant or
parties claiming under Tenant after the Effective Date, including, without limitation, (i) the
costs of removal of any and all Hazardous Substances from all or any



21









 




portion of the Premises; (ii)
additional costs required to take necessary precautions to protect against the release of Hazardous
Substances on, in, under or affecting the Premises into the air, any body of water, any other
public domain or any surrounding areas; and (iii) compliance, in connection with all or any portion
of the Premises, with all applicable Requirements.




     18.5 Survival. The provisions of this Article XVIII shall survive the
expiration or earlier termination of this Lease.



ARTICLE XIX




LANDLORD’S REPRESENTATIONS AND WARRANTIES




     19.1 Landlord’s Representations and Warranties. Landlord represents and warrants to
Tenant as follows:



          (a) The person signing this Lease has the full power and authority to execute this Lease on
behalf of Landlord, lease the Premises in accordance herewith and to otherwise perform the
obligations of Landlord hereunder, without the necessity of obtaining consent from any third party,
including, without limitation, any partner or lender. Landlord (i) has complete and full authority
to execute this Lease and to lease to Tenant good and marketable leasehold title to the Premises,
which is free and clear of all liens, encumbrances and other exceptions to title except for the
Permitted Title Exceptions; (ii) will execute and deliver such other documents, instruments,
agreements, including, but not limited to, deeds, affidavits and certificates necessary to
effectuate the transaction contemplated herein; and (iii) will take all such additional action
necessary or appropriate to effect and facilitate the consummation of the lease transaction
contemplated herein.




          (b) To the best of Landlord’s knowledge, there is no action, litigation, suit, proceeding or
investigation pending or threatened by any organization, person, individual or governmental agency,
including, without limitation, governmental actions under condemnation authority or proceedings
similar thereto, that affects the Premises (or any portion thereof) or Landlord that would become a
cloud on the title to the Premises or any portion thereof or that questions the validity or
enforceability of the transaction contemplated by this Lease or any action taken pursuant hereto in
any court or before or by any federal, district, county, or
municipal department, commission, board, bureau, agency or other governmental instrumentality.




          (c) Landlord has not received notice of any violations of any Requirements with respect to
the Premises, the occupancy thereof or construction thereon.




          (d) Landlord is not a “foreign person” as that term is defined in the Internal Revenue Code
Section 1445(f)(3), nor is the lease of the Premises subject to any withholding requirements
imposed by the Internal Revenue Code, including, but not limited to, Section 1445 thereof. LANDLORD
IS ENGAGED IN A TRADE OR BUSINESS IN PUERTO RICO AND, THEREFORE, THE RENT AND OTHER SUMS PAYABLE BY
TENANT TO LANDLORD UNDER THIS LEASE ARE NOT SUBJECT TO THE PUERTO RICO INCOME TAX WITHHOLDING
REQUIREMENTS PRESCRIBED BY SECTION 1150 OF THE PUERTO RICO INTERNAL REVENUE CODE OF PUERTO RICO, AS
AMENDED.





22









 








          (e) Landlord owns fee simple (pleno dominio) title to the Premises.




          (f) The execution, delivery and performance of this Lease by Landlord does not conflict or
will conflict with or results or will result in a breach of or constitute or will constitute a
default under any law or any order, writ, injunction or decree of any court or governmental
authority, or any agreement or instrument to which Landlord is a party or to which it or any of its
assets are bound.




          (g) The Premises are and will be free and clear of any leases, tenancies or claims of parties
in possession, except for this Lease.




ARTICLE XX




RIGHT OF FIRST REFUSAL




     20.1 Right of First Refusal. If Landlord or one or more members of the Control Group
(Landlord or such member, as applicable, the “Transferor”) receive and determine to accept during
the Term a bona fide offer from a third party to (i) in the case of the Landlord, purchase all or
part of the Premises, the Land, the Buildings and any improvements thereon, or (ii) in the case of
such members of the Control Group, purchase all or part of the outstanding direct or indirect
ownership interest in the Landlord resulting in a Change of Control (such Premises or ownership
interest, as applicable, the “Offered Asset”), prior to accepting such bona fide offer, Transferor
shall provide Tenant (and, in the case of any member of the Control Group, Landlord shall cause
such member to provide Tenant) with a first refusal right to purchase the Offered Asset for cash
(the “First Refusal Right”) on and subject to the following terms and conditions:



          (a) Transferor shall give written notice (the “Sale Notice”) to Tenant 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 fide offer.




          (b) Tenant shall have thirty (30) days (the “Election Period”) after the delivery by
Transferor to Tenant 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
Tenant’s election to exercise the First Refusal Right (the “Exercise Notice”) to Transferor
within the Election Period).




          (c) If Tenant fails to exercise the First Refusal Right, within the Election Period, then,
Tenant shall have no further right to purchase the Offered Asset, except as may be expressly
provided for below in this clause (c), 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 Tenant notifies
Transferor that Tenant will not be exercising the First Refusal Right, for an aggregate
consideration which is not less than ninety-eight percent (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





23









 







Basic Sale
Terms which when considered as a whole, are at least as favorable to Tenant 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.




          (d) If Tenant exercises the First Refusal Right within the Election Period, then such exercise
shall be deemed to create a contract between Tenant, on one hand, and Transferor, on the other
hand, pursuant to which Tenant 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 Asset to Tenant.




          (e) Each party shall bear its own legal fees and expenses and Transferor and Tenant (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 Tenant under this Article XX, Landlord 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 Tenant, and Tenant 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.




          (f) 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 Landlord, or (ii) have the sole and absolute right and power to direct or cause the
direction of the management and policies of the Landlord, 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.




ARTICLE XXI




MISCELLANEOUS




     21.1 Holding Over. In the event of Tenant’s continued occupancy of the Premises after
the expiration of the Term, or any earlier termination provided or permitted by this Lease, such
tenancy shall be from month-to-month. All covenants, provisions, obligations and conditions of
this Lease shall remain in full force and effect during such month-to-month



24









 




tenancy, provided,
however, that Rent shall be equal to (i) for the first three (3) calendar months immediately after
such expiration or termination, one hundred and ten percent (110%) of the Rent payable by Tenant on
the last month immediately preceding such expiration or termination, and (ii) thereafter, one
hundred and thirty percent (130%) of the Rent payable by Tenant on the last month immediately
preceding such expiration or termination.




     21.2 Non-Waiver of Default. No acquiescence by either party to any default by the
other party hereunder shall operate as a waiver of its rights with respect to any other breach or
default, whether of the same or any other covenant or condition, nor shall the acceptance of rent
by Landlord at any time constitute a waiver of any rights of Landlord.



     21.3 Recordation. Landlord covenants and agrees that, on the Effective Date, it will
cooperate with Tenant and execute a public deed and any other document as may be necessary or
required to raise this Lease to the status of a recordable public instrument. In connection with
the recordation of this Lease in the Registry of Property of Puerto Rico, Second Section of San
Juan, Tenant shall bear the cost of the notarial and internal revenue stamps on the original and
first certified copy of the corresponding deed, the recordation fee payable in connection therewith
and the notarial tariff relating to such deed.



     21.4 Notices. All notices shall be in writing and shall be sent by either personal
delivery, a reputable overnight courier which keeps receipts of delivery (such as UPS or Federal
Express), through the facilities of the United States Post Office, postage prepaid, certified or
registered mail, return receipt requested, or by facsimile transmission. Unless expressly provided
to the contrary elsewhere in this Lease, any such notice shall be effective upon delivery, if
delivered by personal delivery or overnight courier, and on the date of the postmark, if sent by
U.S. mail in accordance with the above, and on the date of the confirmation of transmission by the
transmitting facsimile machine, if given by facsimile transmission, provided that a copy of such
notice is given in any other manner permitted hereunder within three (3) days after the date of
such facsimile transmission. Notices to the respective parties shall be sent to the following
addresses unless written notice of a change of address has been previously given pursuant hereto:



	 	 	 
	To Landlord:

	 	308 Colgate Palmolive

Metro Office Park

Guaynabo, Puerto Rico 00968

Attn: Jacobo Ortiz Murias

Facsimile: (787) 782-9110
	 
	 	 
	To 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






     21.5 Successors and Assigns. All covenants, promises, conditions, representations,
and agreements herein contained shall be binding upon, apply and inure to the parties hereto and
their respective heirs, executors, administrators, successors, and permitted assigns.



     21.6 Time is of the Essence. Time is of the essence as to the performance of all of
the covenants, conditions, and agreements of this Lease.



     21.7 Partial Invalidity. If any provision of this Lease or the application thereof to
any person or circumstance shall to any extent be held invalid, then the remainder of this Lease or
the application of such provision to persons or circumstances other than those as to which it is
held invalid shall not be affected thereby, and each provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.



     21.8 Interpretation. In interpreting this Lease in its entirety, the printed
provisions of this Lease and any additions written or typed thereon shall be given equal weight,
and there shall be no inference, by operation of law or otherwise, that any provision of this Lease
shall be construed against either party hereto. Landlord and Tenant acknowledge that they and
their counsel have reviewed and revised this Lease and that any otherwise applicable rule of
construction or any other presumption to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Lease or any exhibits or
amendments hereto.



     21.9 Headings, Captions and References. The headings and section captions contained
in this Lease are for convenience only and do not in any way limit or amplify any term or provision
hereof. The use of the terms “hereof,” “hereunder” and “herein” shall refer to this Lease as a
whole, inclusive of the Exhibits, except when noted otherwise. The use of the
masculine or neuter genders herein shall include the masculine, feminine and neuter genders
and the singular form shall include the plural when the context so requires.



     21.10 Brokerage Commissions. Each party represents and warrants to the other that no
real estate broker or agent has been involved in the procurement of this Lease other than CB
Richard Ellis and Ríos Commercial Properties. Any brokerage or other compensation to CB Richard
Ellis and Ríos Commercial Properties related to this Lease shall be paid by Tenant. Each of Tenant
and Landlord represent and warrant that it has not retained any other broker, nor otherwise created
any claim for any brokerage or other compensation. Each party shall covenant and agree to
indemnify, defend, protect and hold the other party harmless against and from any and all damages,
losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever
(including, without limitation, attorneys’ and experts’ fees and disbursements) which



26









 




may at any
time be imposed upon, incurred by or asserted or awarded against the other party by reason of any
breach of the foregoing warranties.




     21.11 Governing Law. This Lease shall be construed under the laws of the Commonwealth
of Puerto Rico.



     21.12 Relationship of Parties. Nothing contained in this Lease shall be deemed or
construed, either by the parties hereto or by any third party, to create the relationship of
principal and agent or create any partnership, joint venture or other association between Landlord
and Tenant.



     21.13 Force Majeure. In the event that either party shall be delayed or hindered in,
or prevented from, the performance of any work, service, or other act required under this Lease to
be performed by the party and such delay or hindrance is due to strikes, lockouts, acts of God,
governmental restrictions, enemy act, civil commotion, fire or other casualty, or other causes of a
like nature beyond the control of the party so delayed or hindered, then performance of such work,
service, or other act shall be excused for the period of such delay and the period for the
performance of such work, service, or other act shall be extended for a period equivalent to the
period of such delay. In no event shall a lack of financing be deemed an unavoidable delay
hereunder.



     21.14 Estoppel Certificates. Within twenty (20) days after the request by Tenant,
Landlord agrees to deliver to Tenant and to any potential mortgagee, assignee or purchaser of
Tenant’s interest in the Premises an estoppel certificate, in form and substance reasonably
satisfactory to both parties, certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, whether same is in full force and effect as modified, and
stating the modifications); that, to Landlord’s reasonable knowledge and belief, there are no
defenses or offsets thereto (or stating those claimed by Landlord); that there are no defaults by
Landlord or, to the reasonable knowledge and belief of Landlord, on the part of Tenant (or, if such
defaults exist, stating their nature). Within twenty (20) days after the request by Landlord,
Tenant agrees to deliver to Landlord any potential mortgagee or purchaser of or from Landlord an
estoppel certificate in the form attached hereto as Exhibit “C” (as modified to be
factually correct). No estoppel certificate provided pursuant to this provision shall amend or
modify this Lease. Tenant shall provide such estoppel certificates at no cost to Landlord except
that a charge
of five hundred dollars ($500) shall be due and payable as to the second requested estoppel
certificate in any twelve (12) month period and all additional requested estoppel certificates in
such twelve (12) month period and as to any requested estoppel certificate which requests
confirmation of information not referenced above in this section (Tenant expressly reserving the
right to require the use of an estoppel certificate in the form attached hereto as Exhibit
“C”).



     21.15 Exculpation. Landlord hereby unconditionally and irrevocably releases and
discharges Tenant’s parent, subsidiaries and affiliated entities and the directors, officers,
agents and employees of such persons and of Tenant, from any and all liability whatsoever which may
now or hereafter accrue in favor of Landlord in connection with or arising under this Lease.
Landlord agrees to look solely to Tenant and its assets for the satisfaction of any liability or
obligation arising under this Lease or for the performance of any of the covenants, warranties or
other agreements contained herein. Tenant shall look solely to the estate and property of



27









 




Landlord
in and to the Premises in the event of any claim against Landlord arising out of or in connection
with this Lease.




     21.16 Grant of Easements. Tenant is hereby authorized, in connection with the
construction of the Annex Improvements, to grant easements across, under and over the Premises, for
the installation, construction, maintenance, repair and replacement of sewer and other utility
lines, for rights of way and for other means of ingress and egress, provided that such easements
does not materially impair the use or value of the Premises, and Landlord covenants that it will,
upon request of any party to whom any such easement is granted, join in the execution of such
easements.



     21.17 Waiver of Landlord’s Lien. Landlord hereby waives in favor of Tenant its
landlord lien for rent against any and all of the property of Tenant, its parent, subsidiaries or
affiliates to the extent provided in the applicable laws, regulations or ordinances where the
Premises are located.



     21.18 Time Periods. If the time period by which any right, option or election
provided under this Lease must be exercised, or by which any act required hereunder must be
performed, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be
automatically extended through the close of business on the next regularly scheduled business day.



     21.19 Costs and Attorneys’ Fees. If either party brings or commences any legal action
or proceeding to enforce any of the terms of this Lease (or for damages by reason of an alleged
breach of this Lease), each party shall bear its own attorneys’ fees and costs.



     21.20 Counterparts. This Lease may be executed in several counterparts, each of which
may be deemed an original, and all of such counterparts together shall constitute one and the same
instrument.



     21.21 Entire Agreement. This Lease (including the Exhibits attached hereto) contains
the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous representations, statements, understandings, negotiations and
agreements, oral or written, between the parties, if any, with respect thereto.



     21.22 Landlord’s Access. Tenant shall permit Landlord to enter upon the Premises
during customary business hours of Tenant upon reasonable notice given at least three (3) business
days in advance, to make any necessary inspections of the Premises; provided,
however, that Landlord may only make one (1) inspection (each inspection to extend for no
more than three (3) days) during a period of three (3) consecutive calendar months.
Notwithstanding the foregoing, Landlord may not at any time during the Term post “For Rent,” “For
Sale” or similar signs in, on or about the Premises. In the event of any entry pursuant to this
Section 22.22, Landlord shall not interfere with the conduct of Tenant’s business.



     21.23 Exhibits. Each exhibit attached to and referred to in this Agreement is hereby
incorporated by reference as though set forth in full where referred to (by letter or description)
herein. The exhibits consist of:



28









 





	 	 	 
	Exhibit “A”

	 	Legal Description of the Land
	Exhibit “B”

	 	Permitted Exceptions
	Exhibit “C”

	 	Form of Estoppel Certificate






	 	 	 	 	 
	 	[Signature Page Follows]

 	 
	 	 	 
	 	 	 
	 	 	 



29









 






	 	 	 	 	 




     IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to
execute and deliver this Lease under seal as of the Effective Date.



	 	 	 	 	 
	 	LANDLORD:



CORPORACIÓN HATO REY UNO,

a Puerto Rico corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President
 	 
	 	 	 	 	 
	 	 	Date of execution: December 20, 2007	 
	 



	 	 	 	 	 
	 	TENANT:



BANCO SANTANDER PUERTO RICO,

a Puerto Rico banking corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Carlos Manuel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 	 	 
	 	 	Date of execution: December 20, 2007 	 



30









 






	 	 	 	 	 



EXHIBIT “A”




Legal Description of the Land






“URBANA: Propiedad en el Barrio Martín Peña del término municipal de San Juan,
Puerto Rico, que tiene una cabida superficial de CUATRO MIL CUATROCIENTOS CUARENTA Y
UNO PUNTO SIETE MIL QUINIENTOS CUARENTA Y TRES (4,441.7543) METROS CUADRADOS,
equivalentes a UNO PUNTO TRECE (1.13) CUERDAS, en lindes por el NORTE, con la
Avenida Quisqueya (Carretera Estatal Número Cuarenta (40)); por el SUR, con terrenos
de Santesson Management Trust; por el ESTE, con la Avenida Ponce de León (Carretera
Estatal Número Veinticinco (25)); y por el OESTE, con la calle Haití.”



     The Land was formed by the grouping of the following parcels of land: (i) property number
33,783, recorded in the Registry of Property of Puerto Rico, Second Section of San Juan (the
“Registry”) at page (folio) 82 of volume (tomo) 1,181 of Río Piedras Norte; (ii) property number
4,489, recorded in the Registry at overleaf of page (folio) 173 of volume (tomo) 982 of Río Piedras
Norte; (iii) property number 2,859, recorded in the Registry at page (folio) 180 of volume (tomo)
231 of Río Piedras Norte; and (iv) property number 2,863, recorded in the Registry at overleaf of
page (folio) 184 of volume (tomo) 1,007 of Río Piedras Norte. Said grouping was effected pursuant
to Deed Number 24, executed in San Juan, Puerto Rico on the date hereof before Notary Public
Antonio R. Molina Machargo.



Exh. A-1









 





EXHIBIT “B”




Permitted Exceptions




     The liens and encumbrances of record with respect to the Land in the Registry of Property of
Puerto Rico, Second Section of San Juan.



Exh. B-1









 





EXHIBIT “C”




Form of Estoppel Certificate




TO:





			
	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”).





     The undersigned, as Tenant under the above referenced Lease, hereby certifies to the best of
its actual knowledge, as of the date hereof, the following:



     1. The undersigned has entered into occupancy of the Premises described in the Lease;



     2. The Lease is in full force and effect and has not been assigned, modified, supplemented or
amended in any way, except as follows: 
                                                            .



     3. The Lease commenced on 
                                        ;



     4. The expiration date of the Lease is 
                                        , however, Tenant has additional
options to extend the term of the Lease as provided therein;



     5. Current annual Rent is $                    ; or, $                     per month;



     6. All conditions of the Lease to be performed by Landlord and necessary to the enforceability
of the Lease have been satisfied;



     7. There are no defaults by either Landlord or Tenant thereunder;



     8. No rents have been paid in advance of one (1) month; and



     9. There are no existing defenses or offsets which the undersigned has against the Landlord.



Exh. C-1









 





     This Estoppel Certificate is given solely for the information of the party to whom it is
addressed and may not be relied upon by any other person or entity. This Estoppel Certificate
shall not result in any modification of or amendment to the Lease.





	 	 	 	 	 
	 	BANCO SANTANDER PUERTO RICO,

a Puerto Rico banking corporation
	 
	 	 	 	 	 
	 	By:  	
 	 
	 	 	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




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	SALE OF PREMISES
	 	 	1	 
	2.

	 	PURCHASE PRICE
	 	 	2	 
	3.

	 	APPORTIONMENTS
	 	 	3	 
	4.

	 	CLOSING DATE
	 	 	3	 
	5.

	 	PERMITTED ENCUMBRANCES
	 	 	3	 
	6.

	 	[INTENTIONALLY DELETED]
	 	 	4	 
	7.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	8.

	 	TRANSFER TAXES AND CLOSING COSTS
	 	 	6	 
	9.

	 	CONDITIONS PRECEDENT TO CLOSING
	 	 	6	 
	10.

	 	DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING
	 	 	8	 
	11.

	 	DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING
	 	 	9	 
	12.

	 	OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE
	 	 	9	 
	13.

	 	POST-CLOSING COVENANTS
	 	 	10	 
	14.

	 	AS-IS
	 	 	12	 
	15.

	 	BROKER
	 	 	14	 
	16.

	 	CASUALTY; CONDEMNATION
	 	 	14	 
	17.

	 	REMEDIES
	 	 	15	 
	18.

	 	PURCHASERS ACCESS TO THE PREMISES
	 	 	16	 
	19.

	 	PURCHASER’S INDEMNITY
	 	 	17	 
	20.

	 	DOWNPAYMENT
	 	 	17	 
	21.

	 	ASSIGNMENT
	 	 	17	 
	22.

	 	ACCESS TO RECORDS
	 	 	18	 
	23.

	 	NOTICES
	 	 	18	 
	24.

	 	PROPERTY INFORMATION AND CONFIDENTIALITY
	 	 	19	 
	25.

	 	MISCELLANEOUS
	 	 	20	 






LIST OF SCHEDULES




Schedule 1 —  Description of the Land




Schedule 2 —  Fixtures




Schedule 3 —  Excluded Personal Property




Schedule 4 —  Permitted Encumbrances




Schedule 5 —  Leases




LIST OF EXHIBITS




Exhibit A —  Deed of Sale




Exhibit B —  Assignment and Assumption of Licenses




Exhibit C —  Bill of Sale




Exhibit D —  Deed of Lease




Exhibit E —  Assumption of Purchaser=s Confidentiality Agreement by Purchaser=s Representative




i









 





TABLE OF DEFINED TERMS




     The following capitalized terms are defined in the respective Section of the Agreement
identified below:



     “Agreement” — as such term is defined in the opening paragraph hereof.



     “Basic Sale Terms” — as such term is defined in Section 13(a)(ii) hereof.



     “Bill of Sale” — as such term is defined in Section 10(c) hereof.



     “Broker” — as such term is defined in Section 15 hereof.



     “Buildings” — as such term is defined in Section 1(a) hereof.



     “Change of Control” — as such term is defined in Section 13(a) hereof.



     “Closing” — as such term is defined in Section 4 hereof.



     “Closing Date” — as such term is defined in Section 4 hereof.



     “Control Group” — as such term is defined in Section 13(a) hereof.



     “Deed of Lease” — as such term is defined in Section 10(d) hereof.



     “Deed of Sale” — as such term is defined in Section 10(a) hereof.



     “Downpayment” — as such term is defined in Section 2(a) hereof.



     “Election Notice” — as such term is defined in Section 13(a)(ii) hereof.



     “Election Period” — as such term is defined in Section 13(a)(ii) hereof.



     “First Refusal Purchase Price” — as such term is defined in Section 13(a)(i) hereof.



     “First Refusal Right” — as such term is defined in Section 13(a) hereof.



     “Initial Period” — as such term is defined in Section 13(a)(iii) hereof.



     “Investigations” — as such term is defined in Section 18 hereof.



     “Land” — as such term is defined in Section 1(a) hereof.



     “Laws” — as such term is defined in Section 7(a)(i)(3) hereof.



     “License Assignment” — as such term is defined in Section 10(b) hereof.



i









 





     “Licenses” — as such term is defined in Section 10(b) hereof.



     “Notice of Objection” — as such term is defined in Section 20(b)(i) hereof.



     “Offer Expiration Date” — as such term is defined in Section 20(a)(i) hereof.



     “Offered Assets” — as such term is defined in Section 13(b) hereof.



     “Permitted Encumbrances” — as such term is defined in Section 5 hereof.



     “Personal Property” — as such term is defined in Section 1(a) hereof.



     “Premises” — as such term is defined in Section 1(a) hereof.



     “Property Information” — as such term is defined in Section 24(e) hereof.



     “Purchase Price” — as such term is defined in Section 2(a) hereof.



     “Purchaser” — as such term is defined in the opening paragraph hereof.



     “Purchaser’s Documents” — as such term is defined in Section 7(b)(i)(2) hereof.



     “Purchaser’s Representatives” — as such term is defined in Section 24(e) hereof.



     “Sale Notice” — as such term is defined in Section 13(a)(i) hereof.



     “Seller” — as such term is defined in the opening paragraph hereof.



     “Seller’s Affiliates” — as such term is defined in Section 25(e) hereof.



     “Seller’s Documents” — as such term is defined in Section 7(a)(i)(2) hereof.



     “Transferor” — as such term is defined in Section 13(a) hereof.



ii









 





SALE -PURCHASE AGREEMENT

(Arterial Hostos Office Building)




     SALE-PURCHASE AGREEMENT (this “Agreement”), dated as of the 20th day of December,
2007, by and between BANCO SANTANDER PUERTO RICO, a banking corporation organized under the laws of
the Commonwealth of Puerto Rico (“Seller”), and CORPORACIÓN HATO REY DOS, a corporation organized
under the laws of the Commonwealth of Puerto Rico (“Purchaser”).



WITNESSETH




     WHEREAS, Seller is the owner of the Premises more particularly described below and has
expressed its intent to sell the Premises to Purchaser and Purchaser has expressed its intent to
purchase the Premises from Seller;



     WHEREAS, Purchaser agrees to purchase the Premises in its “AS-IS-WHERE-IS” condition and
further acknowledges that, except as set forth herein, Seller has made no representations or
warranties to Purchaser regarding the Premises or the operation thereof; and



     WHEREAS, Seller and Purchaser now desire to enter into an agreement whereby, subject to the
terms and conditions contained herein, Seller shall sell the Premises to Purchaser and Purchaser
shall purchase the Premises from Seller.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
and intending to be legally bound hereby, it is hereby agreed as follows:


1. SALE OF PREMISES.




     (a) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from
Seller, at the price and upon the terms and conditions set forth in this Agreement, that certain
parcel of land located in the Hato Rey Norte Ward of the Municipality of San Juan, Puerto Rico, as
more particularly described in Schedule “1” annexed hereto and made a part hereof (the
“Land”), together with (i) the building and other improvements situated on the Land (collectively,
the “Buildings”), (ii) all easements, rights of way, reservations, privileges, appurtenances, and
other estates and rights of Seller pertaining to the Land and the Buildings, and (iii) all right,
title and interest of Seller in and to all fixtures attached or appurtenant to the Land or the
Buildings (collectively, the “Personal Property”), more particularly described in Schedule
“2” annexed hereto and made a part hereof (the Land, together with all of the foregoing items
listed in clauses (i)-(iii) above being hereinafter sometimes collectively referred to as the
“Premises”).



     (b) Specifically excluded from the Premises and this sale are all items of personal property,
equipment and furniture not described in Section 1(a) and the items described in
Schedule “3” annexed hereto and made a part hereof.



 









 





     (c) Anything herein to the contrary notwithstanding, Seller shall not be deemed to have
incurred or assumed any obligation to Purchaser hereunder unless and until Seller shall have
executed and delivered this Agreement to Purchaser on or prior to the Offer Expiration Date (as
hereafter defined in Section 20(a)(i)).


2. PURCHASE PRICE.




     (a) The purchase price to be paid by Purchaser to Seller for the Premises (the “Purchase
Price”) is TWENTY-FIVE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($25,250,000.00) Dollars which
shall not be subject to adjustment for any reason (precio alzado). The Purchase Price shall be
payable as follows:




	 	(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.





          The parties hereto acknowledge and agree that the value of the Personal Property, if any,
transferred hereunder is de minimus and no part of the Purchase Price is allocable thereto. The
parties hereto further acknowledge and agree that the leases that have been executed by Seller
prior to the Closing Date for space in the Building are not being transferred by Seller to
Purchaser as part of this transaction. After the Closing said leases shall continue in full force
and effect with Seller becoming the sub-landlord and the existing tenants becoming sub-tenants
thereunder.




     (b) Purchaser acknowledges that Seller has no obligation to provide any financing for the
purchase of the Property by Purchaser.



     (c) Purchaser’s obligation to purchase the Property pursuant hereto is not and shall not be:



          (i) contingent on Purchaser’s ability to obtain financing for any part of the Purchase Price;




          (ii) subject to any regulatory approval or condition applicable to Purchaser;




          (iii) contingent on the occurrence of events or conditions scheduled or intended to occur
following the Closing;




2









 








          (iv) subject to any claim or condition for any allowance or deduction based upon any grounds,
including, without limitation, that the Property has a particular surface area or will be fit for
any particular purpose, use or development; or




          (v) contingent on the results of Purchaser’s investigations, examinations or inspections of
the Property.




     (d) The Purchase Price shall be fully earned by the Seller on the Closing Date.


3. APPORTIONMENTS.




     (a) The following shall be apportioned between Seller and Purchaser at the Closing:




	 	(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.





     (b) If any of the items subject to apportionment under the foregoing provisions of this
Section 3 cannot be apportioned at the Closing because of the unavailability of the
information necessary to compute such apportionment, or if any errors or omissions in computing
apportionments at the Closing are discovered subsequent to the Closing, then such item shall be
reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date
and the proper party reimbursed, which obligation shall survive the Closing.


4. CLOSING DATE. The execution of the Deed and the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Seller’s counsel,
Pietrantoni Méndez & Alvarez, LLP, in San Juan, Puerto Rico, at 10:00 a.m. on December 20, 2007
(the “Closing Date”). Seller will not grant Purchaser any extension of the Closing Date.



5. PERMITTED ENCUMBRANCES. Seller shall convey and Purchaser shall accept title to the
Premises subject to those matters set forth on Schedule
“4” annexed hereto and made a part
hereof (collectively, the “Permitted Encumbrances”).




3









 







6. [INTENTIONALLY DELETED].



7. REPRESENTATIONS AND WARRANTIES.




     (a) (i) Seller represents and warrants to Purchaser as follows:




	 	(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.





     (b) (i) Purchaser represents and warrants to Seller as follows:




	 	(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.




     (a) With respect to the Deed of Sale, (i) Seller shall pay the cost of internal revenue,
notarial and legal assistance stamps required for the original of the Deed of Sale; (ii) Purchaser
shall pay the cost of internal revenue, notarial and legal assistance stamps required for the first
certified copy of the Deed of Sale and all stamps and vouchers and other costs relating to the
recordation of such certified copy in the Registry of Property; and (iii) Seller shall designate
the notary public before whom the Deed of Sale shall be executed and Seller shall pay the
corresponding notarial tariff relating thereto.



     (b) With respect to each of the Deed of Lease, (i) Seller shall pay the cost of internal
revenue, notarial and legal assistance stamps required for the original and first certified copy of
the Deed of Lease and all stamps and vouchers and other costs relating to the recordation of such
certified copy in the Registry of Property; and (ii) Seller shall designate the notary public
before whom the Deed of Lease shall be executed and shall pay the corresponding notarial tariff
relating thereto.


9. CONDITIONS PRECEDENT TO CLOSING.




     (a) Purchaser’s obligation under this Agreement to purchase the Premises on the Closing Date
is subject to the fulfillment of each of the following conditions, subject, however, to the
provisions of 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.





     (b) Seller’s obligation under this Agreement to sell the Premises to Purchaser is subject to
the fulfillment of each of the following conditions, subject, however to the provisions of
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.





     (c) In the event that any condition contained in Section 9(a) or (b) is not
satisfied, the party entitled to the satisfaction of such condition as a condition to its
obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to
(i) waive such unsatisfied



7









 







condition whereupon title shall close as provided in this Agreement or
(ii) terminate this Agreement. In the event such party elects to terminate this Agreement, this
Agreement shall be terminated and neither party shall have any further rights, obligations or
liabilities hereunder, except for the Surviving Obligations, and except that if Purchaser
terminates this Agreement because of a condition contained in Section 9(a) is not
satisfied, then Purchaser shall be entitled to a return of the Downpayment subject to Section
24(d) and provided Purchaser is not otherwise in default hereunder. Nothing contained in this
Section 9(c) shall be construed so as to bestow any right of termination upon a party for
the failure of a condition to be satisfied unless such party is expressly entitled to the
satisfaction of such condition as provided in Section 9(a) or (b).


10. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall execute,
acknowledge and/or deliver, as applicable, the following to Purchaser:




     (a) A deed of purchase and sale in the form of Exhibit “A” annexed hereto and made a
part hereof (the “Deed of Sale”) conveying title to the Premises free of all liens, encumbrances
and rights of third parties except the Permitted Encumbrances;



     (b) The Assignment and Assumption of Licenses in the form of Exhibit “B” annexed
hereto and made a part hereof (the “License Assignment”) assigning without warranty or
representation all of Seller’s right, title and interest, if any, in and to all of the assignable
licenses, permits, certificates, approvals, authorizations and variances issued for or with respect
to the Premises by any governmental authority (collectively, the “Licenses”);



     (c) [A bill of sale in the form of Exhibit “C” annexed hereto and made a part hereof
(the “Bill of Sale”) conveying, transferring and selling to Purchaser all right, title and interest
of Seller in and to all Personal Property;]



     (d) A lease agreement and a deed converting said lease agreement to a public instrument, both
documents in the form of Exhibit “D” annexed hereto and made a part hereof (said lease
agreement and the deed of conversion to public deed, collectively, the “Deed of Lease”), whereby
Purchaser, as landlord, demises and leases to Seller, as tenant, the Premises;



     (e) To the extent in Seller’s possession and not already located at the Premises, all
Licenses;



     (f) To the extent in Seller’s possession, plans and specifications of the Buildings;



     (g) (i) Copies of the resolutions of the board of directors of Seller authorizing the
execution, delivery and performance of this Agreement, the Deed of Sale, the Deed of Lease and the
consummation of the transactions contemplated by this Agreement, certified as true and correct by
the Secretary or Assistant Secretary of Seller; and (ii) an incumbency certificate executed by the
Secretary or Assistant Secretary of Seller with respect to those officers of Seller executing any
documents or instruments in connection with the transactions contemplated herein; and



     (h) All other documents Seller is required to deliver pursuant to the provisions of this
Agreement.



8









 




11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING. At the Closing, Purchaser shall
execute, acknowledge and/or deliver, as applicable, the following to Seller:




     (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section
2(a)(ii), subject to apportionments, credits and adjustments as provided in this Agreement;



     (b) the Deed of Sale;



     (c) the License Assignment;



     (d) the Bill of Sale;



     (e) the Deed of Lease;



     (f) (i) copies of the organizational documents of Purchaser and of the resolutions of the
board of directors or other governing body Purchaser authorizing the execution, delivery and
performance of this Agreement, the Deed of Sale, the Deed of Lease and the consummation of the
transactions contemplated by this Agreement certified as true and correct by the Secretary or
Assistant Secretary of Purchaser; and (ii) an incumbency certificate executed by the Secretary or
Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any
documents or instruments in connection with the transactions contemplated herein; and



     (g) All other documents Purchaser is required to deliver pursuant to the provisions of this
Agreement;


12. OPERATION OF THE PREMISES PRIOR TO THE CLOSING DATE. Between the date hereof and the
Closing Date, Seller shall have the right to continue to operate and maintain the Premises. In
connection therewith, with respect to the tax year in which the Closing occurs, and all prior tax
years, Seller is hereby authorized to commence, continue and control the progress of, and to make
all decisions with respect to, any proceeding or proceedings, whether or not now pending, for the
reduction of the assessed valuation of the Premises, and, in its sole discretion, to try or settle
the same. All net tax refunds and credits attributable to any tax year prior to the tax year in
which the Closing occurs shall belong to and be the property of Seller. All net tax refunds and
credits attributable to any tax year subsequent to the tax year in which the Closing occurs shall belong to
and be the property of Purchaser. All net tax refunds and credits attributable to the tax year in
which the Closing occurs shall be divided between Seller and Purchaser in accordance with the
apportionment of taxes pursuant to the provisions of this Agreement, after deducting therefrom a
pro rata share of all expenses, including, without limitation, counsel fees and disbursements and
consultant’s fees, incurred in obtaining such refund, the allocation of such expenses to be based
upon the total refund obtained in such proceeding and in any other proceeding simultaneously
involved in the trial or settlement. Purchaser agrees to cooperate with Seller in connection with
the prosecution of any such proceedings and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing, including, without
limitation, the delivery to Seller, upon demand, of any relevant books and records, including
receipted tax bills and canceled checks used in payment of such taxes, the execution of any and all
consents or other documents, and


9









 






 the undertaking of any act necessary for the collection of such
refund by Seller. The provisions of this Section 12(b) shall survive the Closing.



13. POST-CLOSING COVENANTS.




     (a) Right of First Refusal. If Purchaser or one or more members of the Control Group
(Purchaser or such member, as applicable, the “Transferor”) receive and determine to accept during
the Term a bona fide offer from a third party to (i) in the case of the Purchaser, purchase all or
part of the Premises, the Land, the Building and any improvements thereon, or (ii) in the case of
such members of the Control Group, purchase all or part of the outstanding direct or indirect
ownership interest in the Purchaser resulting in a Change of Control (such Premises or ownership
interest, as applicable, the “Offered Asset”), prior to accepting such bona fide offer, Transferor
shall provide Seller (and, in the case of any member of the Control Group, Purchaser shall cause
such member to provide Seller) with a first refusal right to purchase the Offered Asset for cash
(the “First Refusal Right”) on and subject to the following terms and conditions:




	 	(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
fide offer.
	 
	 	(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









 






	 	 	 	Ortiz Murias, Basilio Dávila,
Mario M. Oronoz and Matías Fernández Guillermety, and their respective legal
heirs.





     (b) The provisions of this Section 13 shall survive the Closing.


14. AS-IS.




     (a) Purchaser agrees to accept title to the Premises subject to such facts, circumstances,
defects and problems which exist at the time of the Closing on an “As-Is, Where-Is” basis and
Purchaser declares, agrees and accepts that it is not relying on any representations or warranties
of Seller or any other person as to the state of the Premises (including the Parking Spaces),
except as provided in Section 7 (a)(ii) of this Agreement.



     (b) This Agreement, as written, contains all the terms of the agreement entered into between
the parties as of the date hereof, and Purchaser acknowledges that neither Seller nor any of
Seller=s Affiliates, nor any of their agents or representatives, nor Broker has made any
representations or held out any inducements to Purchaser, and Seller hereby specifically disclaims
any representation, oral or written, past, present or future, other than those specifically set
forth in Section 7(a) and Section 15. Without limiting the generality of the
foregoing, Purchaser has not relied on any representations or warranties, and neither Seller nor
any of Seller’s Affiliates, nor any of their agents or representatives has or is willing to make
any representations or warranties, express or implied, other than as may be expressly set forth
herein, as to (i) the status of title to the Premises and the Personal Property, (ii) the Licenses,
(iii) the current or future real estate tax liability, assessment or valuation of the Premises, but
subject to apportionment as provided in Section 3(a)(i); (iv) the potential
qualification of the Premises for any and all benefits conferred by any Laws whether for subsidies,
special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or
dissimilar to those enumerated; (v) the compliance of the Premises in its current or any future
state with applicable Laws or any violations thereof, including, without limitation, those relating
to access for the handicapped, environmental or zoning matters, and the ability to obtain a change
in the zoning or a variance in respect to the Premises’ non-compliance, if any, with zoning Laws;
(vi) the nature and extent of any access, egress, right-of-way, lease, possession, lien,
encumbrance, license, reservation, condition or otherwise; (vii) the availability of any financing
for the purchase, alteration, rehabilitation or operation of the Premises from any source,
including, without limitation, any government authority or any lender; (viii) the current or future
use of the Premises, including, without limitation, the Premises’ use for commercial, manufacturing
or general office purposes; (ix) the present and future condition and operating state of any
Personal Property and the present or future structural and physical condition of the Buildings, their
suitability for rehabilitation or renovation, or the need for expenditures for capital
improvements, repairs or replacements thereto; (x) the viability or financial condition of any
tenant; (xi) the status of the leasing market in Puerto Rico; or (xii) the actual or projected
income or operating expenses of the Premises.



     (c) Purchaser knowingly and expressly waives, and Seller hereby disclaims, the warranties
against latent and hidden defects imposed by the Civil Code of Puerto Rico upon sellers of real
property, including, but not limited to, the warranties against latent and hidden defects set forth
in Article 1363 of the Civil Code of Puerto Rico. Purchaser declares and acknowledges that it



12









 







has agreed to the waiver of the warranties against latent and hidden defects set forth in the preceding
sentence with full and complete knowledge of the risks and legal consequences which such waiver
entails.



     (d) Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and
complete investigations, examinations and inspections of the Premises and all Property Information.
Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to
Purchaser and Purchaser’s Representatives by Seller or Seller’s Affiliates, or any of their agents
or representatives may have been prepared by third parties and may not be the work product of
Seller and/or any of Seller’s Affiliates; (ii) neither Seller nor any of Seller’s Affiliates has
made any independent investigation or verification of, or has any knowledge of, the accuracy or
completeness of, the Property Information; (iii) the Property Information delivered or made
available to Purchaser and Purchaser’s Representatives is furnished to each of them at the request,
and for the convenience of, Purchaser; (iv) Purchaser is relying solely on its own investigations,
examinations and inspections of the Premises and those of Purchaser’s Representatives and is not
relying in any way on the Property Information furnished by Seller or any of Seller’s Affiliates,
or any of their agents or representatives; (v) Seller expressly disclaims any representations or
warranties with respect to the accuracy or completeness of the Property Information and Purchaser
releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all
liability with respect thereto; and (vi) any further distribution of the Property Information is
subject to Section 24.



     (e) Purchaser or anyone claiming by, through or under Purchaser, hereby fully and irrevocably
releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all
claims that it may now have or hereafter acquire against Seller or Seller’s Affiliates, or their
agents or representatives for any cost, loss, liability, damage, expense, action or cause of
action, whether foreseen or unforeseen, arising from or related to any construction defects, errors
or omissions on or in the Premises, the presence of environmentally hazardous, toxic or dangerous
substances, or any other conditions (whether patent, latent or otherwise) affecting the Premises,
except for claims against Seller based upon any obligations and liabilities of Seller expressly
provided in this Agreement. Purchaser further acknowledges and agrees that this release shall be
given full force and effect according to each of its expressed terms and provisions, including, but
not limited to, those relating to unknown and suspected claims, damages and causes of action. As a
material covenant and condition of this Agreement, Purchaser agrees that in the event of any such
construction defects, errors or omissions, the presence of environmentally hazardous, toxic or
dangerous substances, or any other conditions affecting the Premises, Purchaser shall have no
claims against Seller, except for claims against Seller based upon any obligations and liabilities of
Seller expressly provided in this Agreement.



     (f) Purchaser hereby acknowledges that it has inspected the Premises, is thoroughly acquainted
with and accepts its condition, and has reviewed, to the extent necessary in its discretion, all
the Property Information. Seller shall not be liable or bound in any manner by any oral or written
“setups” or information pertaining to the Premises or the rents furnished by Seller, Seller’s
Affiliates, their agents or representatives, any real estate broker, including, without limitation,
the Broker, or other person.



13









 





     (g) The provisions of this Section 14 shall survive the termination of this Agreement
and the Closing.


15. BROKER. Purchaser and Seller represent and warrant to each other that CB Richard Ellis
and Ríos Commercial Properties (collectively, the “Broker”) are the sole brokers with whom it has
dealt in connection with the Premises and the transactions described herein. Seller shall be
liable for, and shall indemnify Purchaser against, all brokerage commissions or other compensation
due to the Broker arising out of the transaction contemplated in this Agreement, which compensation
shall be paid subject and pursuant to a separate agreement between Seller and the Broker. Each
party hereto agrees to indemnify, defend and hold the other harmless from and against any and all
claims, causes of action, losses, costs, expenses, damages or liabilities, including reasonable
attorneys’ fees and disbursements, which the other may sustain, incur or be exposed to, by reason
of any claim or claims by any broker, finder or other person, except (in the case of Purchaser as
indemnitor hereunder) the Broker, for fees, commissions or other compensation arising out of the
transactions contemplated in this Agreement if such claim or claims are based in whole or in part
on dealings or agreements with the indemnifying party. Notwithstanding any provisions of this
Agreement to the contrary, in no event shall Seller be liable for, and the foregoing indemnity of
Seller shall in no event apply to, claims by any broker, finder or other person for such fees,
commissions or other compensation if such claims are based upon dealings or agreements with prior
owners of the Premises. The obligations and representations and warranties contained in this
Section 15 shall survive the termination of this Agreement and the Closing.



16. CASUALTY; CONDEMNATION.




     (a) Casualty. If a “material” part (as hereinafter defined) of the Premises is
damaged or destroyed by fire or other casualty, Seller shall notify Purchaser of such fact and,
except as hereinafter provided, either party shall have the option to terminate this Agreement upon
notice to the other party given not later than five (5) days after receipt of Seller’s notice. If
this Agreement is so terminated, the provisions of Section 16(d) shall apply.
Notwithstanding the foregoing, if a “material” part of the Premises is damaged or destroyed and
Purchaser elects to terminate this Agreement as provided above, Purchaser’s election shall be
ineffective if within ten (10) days after Seller’s receipt of Purchaser’s election notice, Seller
shall elect by notice to Purchaser to repair such damage or destruction and shall thereafter
complete such repair within 120 days after the then scheduled Closing Date at the time of
Purchaser’s election. If Seller makes such election to repair, Seller shall have the right to
adjourn the Closing Date one or more times for up to one hundred
twenty (120) days in the aggregate in order to complete such repairs and shall have the right
to retain all insurance proceeds which Seller may be entitled to receive as a result of such damage
or destruction. If (i) Purchaser does not elect to terminate this Agreement, (ii) Purchaser elects
to terminate this Agreement but such election is ineffective because Seller elects to repair such
damage and completes such repair within such 120-day period provided above, or (iii) there is
damage to or destruction of an “immaterial” part (“immaterial” is herein deemed to be any damage or
destruction which is not “material”, as such term is hereinafter defined) of the Premises,
Purchaser shall close title as provided in this Agreement and, at the Closing, Seller shall, unless
Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the
proceeds of any insurance collected by Seller, and (y) assign and transfer to Purchaser all right,
title and interest of Seller in and to any uncollected insurance proceeds which Seller may be
entitled to receive from such damage



14









 







or destruction. A “material” part of the Premises shall be
deemed to have been damaged or destroyed if the cost of repair or replacement shall be $500,000 or
more as reasonably as estimated by Seller.



     (b) Condemnation: If, prior to the Closing Date, all or any “significant” portion (as
hereinafter defined) of the Premises is taken by eminent domain or condemnation (or is the subject
of a pending taking which has not been consummated), Seller shall notify Purchaser of such fact and
either party shall have the option to terminate this Agreement upon notice to the other party given
not later than five (5) days after receipt of the Seller’s notice. If this Agreement is so
terminated, the provisions of Section 16(d) shall apply. If Purchaser does not elect to
terminate this Agreement, or if an “insignificant” portion (“insignificant” is herein deemed to be
any taking which is not “significant”, as such term is herein defined) of the Premises is taken by
eminent domain or condemnation, at the Closing Seller shall assign and turnover, and Purchaser
shall be entitled to receive and keep, all awards or other proceeds for such taking by eminent
domain or condemnation. A “significant” portion of the Premises means more than ten percent (10%)
of the surface area of the Land.



     (c) Notwithstanding anything contained in Section 16(a) and Section 16(b) to
the contrary, if this Agreement is not terminated as provided in Section 16(a) or
Section 16(b) and the insurance, eminent domain or condemnation proceeds payable with
respect to the Premises as a result of any casualty or taking exceeds the Purchase Price, Seller’s
obligation to pay over to Purchaser those proceeds paid to Seller prior to the Closing shall be
limited to the amount of the Purchase Price and Seller shall be entitled to retain the remainder of
such proceeds. To the extent that payment of all or any portion of such proceeds does not occur
prior to the Closing, the parties agree that Seller shall be entitled to that portion of the
proceeds in excess of the Purchase Price, which agreement shall survive the Closing. In such
event, the provisions of the Deed of Lease related to casualty or condemnation, as applicable,
shall apply to the relationship of the Seller and Purchaser, as lessee and lessor.



     (d) If Purchaser elects to terminate this Agreement pursuant to Section 16(a) or
16(b), this Agreement shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment subject to Section 24(d) and
provided Purchaser is not otherwise in default hereunder.


17. REMEDIES.




     (a) If the Closing fails to occur by reason of Seller’s inability to perform its obligations
under this Agreement, then Purchaser, as its sole remedy for such inability of Seller, may
terminate this Agreement by written notice to Seller. If Purchaser elects to terminate this
Agreement, then this Agreement shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment subject to Section 24(d) and
provided Purchaser is not otherwise in default hereunder. Except as set forth in this Section
17(a), Purchaser hereby expressly waives, relinquishes and releases any other right or remedy
available to it at law, in equity or otherwise by reason of Seller’s inability to perform its
obligations hereunder.



15









 





     (b) If the Closing fails to occur by reason of Purchaser’s failure or refusal to perform its
obligations hereunder, then Seller, as its sole remedy hereunder, may (i) terminate this Agreement
by written notice to Purchaser or (ii) seek specific performance from Purchaser. If Seller elects
to terminate this Agreement, then this Agreement shall be terminated and Seller may retain the
Downpayment as liquidated damages for all loss, damage and expenses suffered by Seller, it being
agreed that Seller’s damages are impossible to ascertain, and neither party shall have any further
rights, obligations or liabilities hereunder, except for the Surviving Obligations. Nothing
contained herein shall limit or restrict Seller’s ability to pursue any rights or remedies it may
have against Purchaser with respect to the Surviving Obligations.



     (c) If the Closing fails to occur by reason of Seller’s failure or refusal to perform its
obligations hereunder, then Purchaser, as its sole remedy hereunder, may (i) terminate this
Agreement by notice to Seller or (ii) seek specific performance from Seller. If Purchaser elects
to terminate this Agreement, then this Agreement shall be terminated and neither party shall have
any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and
except that Purchaser shall be entitled to a return of the Downpayment subject to Section
24(d) and provided Purchaser is not otherwise in default hereunder. Except as set forth in
this Section 17(c), Purchaser hereby expressly waives, relinquishes and releases any other
right or remedy available to it at law, in equity or otherwise by reason of Seller’s inability to
perform its obligations hereunder. As a condition precedent to Purchaser exercising any right it
may have to bring an action for specific performance as the result of Seller’s failure or refusal
to perform its obligations hereunder, Purchaser must commence such an action within ninety (90)
days after the occurrence of such default. Purchaser agrees that its failure to timely commence
such an action for specific performance within such ninety (90) day period shall be deemed a waiver
by it of its right to commence such an action.


18. PURCHASER=S ACCESS TO THE PREMISES. (a) The parties hereto hereby acknowledge
that prior to the date of execution of this Agreement, Purchaser and Purchaser’s Representatives
have entered upon the Premises for the sole purpose of inspecting the Premises and making surveys,
soil borings, engineering tests and other investigations, inspections and tests (collectively,
“Investigations”). As a condition precedent to the Investigations, Purchaser has agreed to furnish
to Seller, at no cost or expense to Seller, copies of all surveys, soil test results, engineering,
asbestos, environmental and other studies and reports relating to the Investigations which Purchaser obtained with respect to the Premises promptly after
Purchaser’s receipt of same.




     (b) Purchaser hereby agrees to indemnify Seller and Seller’s Affiliates and hold Seller and
Seller’s Affiliates harmless from and against any and all claims, demands, causes of action,
losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees
and disbursements), suffered or incurred by Seller or any of Seller’s Affiliates and arising out of
or in connection with (i) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Premises,
(ii) any Investigations or other activities conducted thereon by Purchaser or Purchaser’s
Representatives, (iii) any liens or encumbrances filed or recorded against the Premises as a
consequence of the Investigations or any and all other activities undertaken by Purchaser or
Purchaser’s Representatives, and/or (iv) any and all other activities undertaken by Purchaser or
Purchaser’s Representatives with respect to the Premises.



16









 





     The provisions of this Section 18 shall survive the termination of this Agreement and
the Closing.


19. PURCHASER=S INDEMNITY. Except to the extent provided in the Deed of Lease,
Purchaser hereby agrees to indemnify Seller and Seller’s Affiliates against, and to hold Seller and
Seller’s Affiliates harmless from all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements)
asserted against or incurred by Seller or any of Seller’s Affiliates in connection with or arising
out of (a) acts or omissions of Purchaser or Purchaser’s Representatives, or other matters or
occurrences that take place after the Closing and relate to the ownership, maintenance or operation
of the Premises, or (b) a breach of any representation, warranty or covenant of Purchaser contained
in this Agreement. Purchaser’s obligations under this Section 19 shall survive the
Closing.



20. DOWNPAYMENT. Seller shall hold the Downpayment, without being required to pay any
interest thereon, and shall dispose of the Downpayment only in accordance with the following
provisions:




     (a) Seller shall disburse the Downpayment as follows:




	 	(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.





     (b) In the event of any dispute whatsoever among the parties with respect to disposition of
the Downpayment, Purchaser and Seller shall each have such remedies as are available at law or in
equity with respect thereto.



     (c) The provisions of this Section 20 shall survive the termination of this Agreement and the
Closing.


21. ASSIGNMENT. This Agreement may not be assigned by Purchaser without the express
written consent of Seller, which consent Seller shall have the right to withhold or grant in its
sole and absolute discretion; provided, however, Purchaser shall be entitled, upon
giving prior written notice to Seller, to assign its rights under this Agreement to an affiliate
that is one hundred percent


17









 






 (100%) owned and controlled by Purchaser, which assignment shall not
relieve Purchaser of any of its obligations under this Agreement.



22. ACCESS TO RECORDS. For a period of five (5) years subsequent to the Closing Date,
Seller, Seller’s Affiliates and their employees, agents and representatives shall be entitled to
access during business hours to all documents, books and records given to Purchaser by Seller at
the Closing for tax and audit purposes, regulatory compliance, and cooperation with governmental
investigations upon reasonable prior notice to Purchaser, and shall have the right, at its sole
cost and expense, to make copies of such documents, books and records.



23. NOTICES.




     (a) All notices, elections, consents, approvals, demands, objections, requests or other
communications which Seller or Purchaser may be required or desire to give pursuant to, under or by
virtue of this Agreement must be in writing and sent by (i) first class U.S. certified or
registered mail, return receipt requested, with postage prepaid, or (ii) express mail or courier
(for next business day delivery), addressed as follows:


If to Seller:



Banco Santander Puerto Rico

207 Ponce de León Avenue

San Juan, Puerto Rico 00917

Attention: General Counsel



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.



If to Purchaser:



Colgate-Palmolive Building

Suite 308

Metro Office Park

Guaynabo, Puerto Rico 00968-1705

Attention: Jacobo Ortiz-Murias, Esq.




18









 







With a copy to:



Oronoz & Oronoz

Colgate-Palmolive Building

Suite 308

Metro Office Park

Guaynabo, Puerto Rico 00968-1705

Attention: Mario Oronoz, Esq.




     (b) Seller or Purchaser may designate another addressee or change its address for notices and
other communications hereunder by a notice given to the other parties in the manner provided in
this Section 23. A notice or other communication sent in compliance with the provisions of
this Section 23 shall be deemed given and received on (i) the third (3rd) day following the
date it is deposited in the U.S. mail, or (ii) the date it is delivered to the other party if sent
by express mail or courier.


24. PROPERTY INFORMATION AND CONFIDENTIALITY.




     (a) Purchaser agrees that, prior to the Closing, all Property Information has been and will
continue to be kept strictly confidential and shall not, without the prior consent of Seller, be
disclosed by Purchaser or Purchaser’s Representatives, in any manner whatsoever, in whole or in
part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for
any purpose other than evaluating the Premises. Moreover, Purchaser agrees that, prior to the
Closing, the Property Information has been and will be transmitted only to Purchaser’s
Representatives (i) who need to know the Property Information for the purpose of evaluating the
Premises, and who are informed by the Purchaser of the confidential nature of the Property
Information and (ii) who agree in writing to be bound by the terms of this Section 24 and
Section 14(d). Prior to the delivery or disclosure of any Property Information to
Purchaser’s Representatives at any time prior to the
Closing, Purchaser agrees to notify Seller as to their identity and to furnish Seller with
their written assumption and adoption of the terms of this Section 24 and Section
14(d), all in the form annexed hereto as Exhibit “E” and made a part hereof. The
provisions of this Section 24(a) shall in no event apply to Property Information which is a
matter of public record and shall not prevent Purchaser from complying with Laws, including,
without limitation, governmental regulatory, disclosure, tax and reporting requirements.



     (b) Purchaser and Seller, for the benefit of each other, hereby agree that between the date
hereof and the Closing Date, they will not release or cause or permit to be released any press
notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or
disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms,
conditions or substance of this Agreement or the transactions contemplated herein, without first
obtaining the written consent of the other party hereto. It is understood that the foregoing shall
not preclude either party from discussing the substance or any relevant details of the transactions
contemplated in this Agreement, subject to the terms of Section 24(a), with any of its
attorneys, accountants, professional consultants or potential lenders, as the case may be, or
prevent either party hereto from complying with Laws, including, without limitation, governmental
regulatory, disclosure, tax and reporting requirements.



19









 





     (c) Purchaser shall indemnify and hold Seller and Seller’s Affiliates harmless from and
against any and all claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by
Seller or any of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser
or Purchaser’s Representatives of the provisions of this Section 24.



     (d) In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall
promptly deliver to Seller all originals and copies of the Property Information referred to in
clause (i) of Section 24(e) in the possession of Purchaser and Purchaser’s Representatives.
Notwithstanding anything contained herein to the contrary, in no event shall Purchaser be entitled
to receive a return of the Downpayment or the accrued interest thereon, if any, if and when
otherwise entitled thereto pursuant to this Agreement until such time as Purchaser and Purchaser’s
Representatives shall have performed the obligations contained in the preceding sentence.



     (e) As used in this Agreement, the term “Property Information” shall mean (i) all information
and documents in any way relating to the Premises, the operation thereof or the sale thereof
(including, without limitation, Licenses) furnished to, or otherwise made available for review by,
Purchaser or its directors, officers, employees, affiliates, partners, brokers, agents or other
representatives, including, without limitation, attorneys, accountants, contractors, consultants,
engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any of
Seller’s Affiliates, or their agents or representatives, including, without limitation, their
attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations,
data, studies, reports or other information or documents prepared or obtained by Purchaser or
Purchaser’s Representatives containing or based, in whole or in part, on the information or
documents described in the preceding clause (i), or the Investigations, or otherwise reflecting
their review or investigation of the Premises.



     (f) In addition to any other remedies available to Seller, Seller shall have the right to seek
equitable relief, including, without limitation, injunctive relief or specific performance, against
Purchaser or Purchaser’s Representatives in order to enforce the provisions of this Section
24.



     (g) The provisions of this Section 24 shall survive the termination of this Agreement
and the Closing.


25. MISCELLANEOUS.




     (a) This Agreement shall not be altered, amended, changed, waived, terminated or otherwise
modified in any respect or particular, and no consent or approval required pursuant to this
Agreement shall be effective, unless the same shall be in writing and signed by or on behalf of the
party to be charged.



     (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and to their respective heirs, executors, administrators, successors and permitted assigns.



20









 





     (c) All prior statements, understandings, representations and agreements between the parties,
oral or written, are superseded by and merged in this Agreement, which alone fully and completely
expresses the agreement between them in connection with this transaction and which is entered into
after full investigation, neither party relying upon any statement, understanding, representation
or agreement made by the other not embodied in this Agreement. This Agreement shall be given a
fair and reasonable construction in accordance with the intentions of the parties hereto, and
without regard to or aid of canons requiring construction against Seller or the party drafting this
Agreement.



     (d) Except as otherwise expressly provided herein and in the Deed of Lease, Purchaser’s
acceptance of the Deed of Sale shall be deemed a discharge of all of the obligations of Seller
hereunder and all of Seller’s representations, warranties, covenants and agreements herein shall
merge in the documents and agreements executed at the Closing and shall not survive the Closing.



     (e) Purchaser agrees that it does not have and will not have any claims or causes of action
against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner,
principal, parent, subsidiary or other affiliate of Seller, or any officer, director, employee,
trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate
(collectively, “Seller’s Affiliates”), arising out of or in connection with this Agreement or the
transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets for the
satisfaction of any liability or obligation arising under this Agreement or the transactions
contemplated hereby, or for the performance of any of the covenants, warranties or other agreements
contained herein, and further agrees not to sue or otherwise seek to enforce any personal
obligation against any of Seller’s Affiliates with respect to any matters arising out of or in
connection with this Agreement or the transactions contemplated hereby. Without limiting the
generality of the foregoing provisions of this Section 25(e), Purchaser hereby
unconditionally and irrevocably waives any and all claims and causes of action of any nature
whatsoever it may now or hereafter have against Seller’s Affiliates, and hereby unconditionally and
irrevocably releases and discharges Seller’s Affiliates from any and
all liability whatsoever which may now or hereafter accrue in favor of Purchaser against
Seller’s Affiliates, in connection with or arising out of this Agreement or the transactions
contemplated hereby. The provisions of this Section 25(e) shall survive the termination of
this Agreement and the Closing.



     (f) Purchaser agrees that, wherever this Agreement provides that Purchaser must send or give
any notice, make an election or take some other action within a specific time period in order to
exercise a right or remedy it may have hereunder, time shall be of the essence with respect to the
taking of such action, and Purchaser’s failure to take such action within the applicable time
period shall be deemed to be an irrevocable waiver by Purchaser of such right or remedy.



     (g) No failure or delay of either party in the exercise of any right or remedy given to such
party hereunder or the waiver by any party of any condition hereunder for its benefit (unless the
time specified herein for exercise of such right or remedy has expired) shall constitute a waiver
of any other or further right or remedy nor shall any single or partial exercise of any right or
remedy preclude other or further exercise thereof or any other right or remedy. No waiver by
either party of any breach hereunder or failure or refusal by the other party to comply with its
obligations shall be deemed a waiver of any other or subsequent breach, failure or refusal to so
comply.



21









 





     (h) Neither this Agreement nor any memorandum thereof shall be recorded and any attempted
recordation hereof shall be void and shall constitute a default.



     (i) Delivery of this Agreement shall not be deemed an offer and neither Seller nor Purchaser
shall have any rights or obligations hereunder unless and until both parties have signed and
delivered an original of this Agreement. This Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an original, but all of which
taken together shall constitute but one and the same instrument.



     (j) Each of the Exhibits and Schedules referred to herein and attached hereto is incorporated
herein by this reference.



     (k) The caption headings in this Agreement are for convenience only and are not intended to be
a part of this Agreement and shall not be construed to modify, explain or alter any of the terms,
covenants or conditions herein contained.



     (l) This Agreement shall be interpreted and enforced in accordance with the laws of the
Commonwealth of Puerto Rico without reference to principles of conflicts of laws.



     (m) If any provision of this Agreement shall be unenforceable or invalid, the same shall not
affect the remaining provisions of this Agreement and to this end the provisions of this Agreement
are intended to be and shall be severable. Notwithstanding the foregoing sentence, if (i) any
provision of this Agreement is finally determined by a court of competent jurisdiction to be
unenforceable or invalid in whole or in part, (ii) the opportunity for all appeals of such
determination have expired, and (iii) such unenforceability or invalidity alters the substance of
this Agreement (taken as a whole) so as to deny either party, in a material way, the realization of
the intended benefit of its bargain, such party may terminate this Agreement within thirty (30)
days after the final
determination by notice to the other. If such party so elects to terminate this Agreement,
then this Agreement shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Downpayment (together with all interest accrued
thereon, if any) subject to Section 24(d) and provided Purchaser is not otherwise in
default hereunder.



     (n) 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









 








     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 
	 	BANCO SANTANDER PUERTO RICO,

Seller

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 	CORPORACIÓN HATO REY DOS,

Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 



23









 






	 	 	 	 	 



SCHEDULE 1




DESCRIPTION OF THE LAND






URBANA: Parcela número tres (3). Parcela de terreno localizada en el Barrio Hato Rey
Norte, del término municipal de San Juan, Puerto Rico, con una cabida de tres mil
cuatrocientos setenta y tres punto cero ocho nueve nueve (3,473.0899) metros
cuadrados, equivalentes a cero punto ocho ocho tres seis (0.8836) cuerdas, en lindes
por el NORTE, SUR, y ESTE, con terrenos de la Administración de Terrenos (futuras
calles locales); y por el OESTE, con terrenos de la Administración de Terrenos
(Arterial Hostos existente).



     The Land is recorded in the Registry of Property of Puerto Rico, Second Section of San Juan at
page (folio) two hundred sixty-one (261) of volume (tomo) one thousand two hundred ninety-five
(1,295) of Río Piedras Norte, property number thirty-five thousand nine hundred seventy-two
(35,972).



Sch. 1-1









 





SCHEDULE 2




FIXTURES




Sch. 2-1









 





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









 











SCHEDULE 4




PERMITTED ENCUMBRANCES



Purchaser shall take title to the Premises subject to:





	 	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




     ASSIGNMENT AND ASSUMPTION LICENSES, dated December 20, 2007, between BANCO SANTANDER
PUERTO RICO, a banking corporation organized and existing under the laws of the Commonwealth of
Puerto Rico (“Assignor”), and CORPORACIÓN HATO REY DOS, a corporation organized and existing
under the laws of the Commonwealth of Puerto Rico (“Assignee”).



WITNESSETH




     WHEREAS, Assignor has this day sold and conveyed to assignee the real property more
particularly described in Schedule “1” annexed hereto and made a part hereof (the
“Premises”).



     NOW, THEREFORE, in consideration of good and valuable consideration paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest, if any,
in and to all of the licenses, permits, certificates, approvals, authorizations and variances
issued for or with respect to the Premises by any governmental authority set forth on
Schedule “2” annexed hereto and made a part hereof (collectively, the “Licenses”).



     TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever, from and
after the date hereof, subject to the terms, covenants, conditions and provisions of the
Licenses.



     ASSIGNEE HEREBY ACCEPTS the foregoing assignment and assumes and agrees to perform all of
the obligations of Assignor under the Licenses accruing from and after the date hereof; and



     ASSIGNEE FURTHER AGREES to defend and indemnify Assignor and any disclosed or undisclosed
officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or
other person or entity affiliated with Assignor (collectively, “Assignor’s Affiliates”)
against, and to hold Assignor and Assignor’s Affiliates harmless from, any and all claims,
demands, causes of action, losses, damages, liabilities, and costs and expenses (including,
without limitation, attorney’s fees and disbursements), whether foreseen or unforeseen,
asserted against or incurred by Assignor or any of Assignor’s Affiliates in connection with or
arising out of acts or omissions of Assignee or its directors, officers, employees, affiliates,
partners, brokers, agents, contractors, consultants and/or representatives, or other matters or
occurrences that take place, from and after the date hereof relating to the Licenses.



     Assignee hereby unconditionally and irrevocably waives any and all claims and causes of
action of any nature whatsoever it may now or hereafter have against Assignor or Assignor’s
Affiliates, and hereby unconditionally and irrevocably fully releases and discharges Assignor
and Assignor’s Affiliates from any and all liability whatsoever which may now or hereafter



Exh. B-1









 







accrue in favor of Assignee against Assignor or Assignor’s Affiliates, in connection with or arising
out of the Licenses.



     This Assignment and Assumption of Licenses is made without any covenant, warranty or
representation by, or recourse against, Assignor or Assignor’s Affiliates of any kind
whatsoever.



     IN WITNESS WHEREOF, this Assignment and Assumption of Contracts and Licenses has been
executed on the date and year first above written.



	 	 	 	 	 
	 	ASSIGNOR:




BANCO SANTANDER PUERTO RICO

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 	ASSIGNEE:



CORPORACIÓN HATO REY DOS

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 
	 



Affidavit No.                     





     Acknowledged and subscribed before me, by the following persons, personally known to me, in
San Juan, Puerto Rico, this 20th day of December, 2007: Rafael Samuel Bonilla Rodríguez,
of legal age, married, executive and resident of San Juan, Puerto Rico, in his capacity as Senior
Vice President of Banco Santander Puerto Rico; Carlos Miguel García Rodríguez, of legal age,
married, executive and resident of Guaynabo, Puerto Rico, in his capacity as Senior Executive Vice
President of Banco Santander Puerto Rico and Jacobo Ortiz Murias, of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, in his capacity as President of Corporación
Hato Rey Dos.



	 	 	 	 	 
	 	 	 
	 	 	 
	 	Notary Public 	 
	 	 	 



Exh. B-2









 






	 	 	 	 	 



EXHIBIT C




BILL OF SALE





     KNOW ALL MEN BY THESE PRESENTS, that BANCO SANTANDER PUERTO RICO, a banking corporation
organized and existing under the laws of the Commonwealth of Puerto Rico (“Seller”), for good
and valuable consideration paid to Seller by CORPORACION HATO REY DOS, a corporation organized
and existing under the laws of the Commonwealth of Puerto Rico (“Purchaser”), the receipt and
sufficiency of which are hereby acknowledged, does hereby sell, grant, convey and transfer to
Purchaser all of Seller’s right, title and interest, if any, in and to all the fixtures,
machinery and equipment described in Schedule “2” annexed hereto and made a part hereof
which are attached or appurtenant to, the real property amd more particularly described in
Schedule “2” annexed hereto and made a part hereof (the “Premises”), but excluding
property (i) removable by any tenants pursuant to their respective leases (including the
Lease), licenses or other occupancy agreements covering portions of the Premises, (ii) owned by
public utility suppliers and (iii) owned by any cleaning or other independent contractors
(collectively, the “Personal Property”).



     TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns, forever, from and
after the date hereof.



     Purchaser hereby unconditionally waives any and all claims and causes of action of any
nature whatsoever it may now or hereafter have against Seller or any disclosed or undisclosed
officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or
other person or entity affiliated with Seller (collectively, “Seller’s Affiliates”), and hereby
unconditionally and irrevocably fully releases Seller and Seller’s Affiliates from any and all
liability whatsoever which may now or hereafter accrue in favor of Purchaser against Seller or
Seller’s Affiliates, in connection with or arising out of the Personal Property.



     This Bill of Sale is made without any covenant warranty or representation by, or recourse
against, Seller or Seller’s Affiliates of any kind whatsoever.



     IN WITNESS WHEREOF, Seller and Purchaser have executed this Bill of Sale on December 20,
2007.



	 	 	 	 	 
	 	SELLER:



BANCO SANTANDER PUERTO RICO

 	 
	 	By:  	 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President 	 



Exh. C-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Carlos Miguel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 	PURCHASER:



CORPORACIÓN HATO REY DOS

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President 	 
	 



Affidavit No. ______





     Acknowledged and subscribed before me, by the following persons, personally known to me, in
San Juan, Puerto Rico, this 20th day of December, 2007: Rafael Samuel Bonilla Rodríguez,
of legal age, married, executive and resident of San Juan, Puerto Rico, in his capacity as Senior
Vice President of Banco Santander Puerto Rico; Carlos Miguel García Rodríguez, of legal age,
married, executive and resident of Guaynabo, Puerto Rico, in his capacity as Senior Executive Vice
President of Banco Santander Puerto Rico and Jacobo Ortiz Murias, of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, in his capacity as President of Corporación
Hato Rey Dos.



	 	 	 	 	 
	 	 	 
	 	 	 
	 	Notary Public 	 
	 	 	 



Exh. C-2









 






	 	 	 	 	 



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]




[Date]




Banco Santander Puerto Rico

207 Ponce de León Avenue

San Juan, Puerto Rico 00917





	Re:	 	[Name or other description of property and street address or other description of location]
(the “Premises”)





Ladies/Gentlemen:




     Reference is made to a certain Sale-Purchase Agreement dated                                        , 2007 (the
“Sale-Purchase Agreement”) between Banco Santander Puerto Rico (“Seller”) and                                         
(“Purchaser”) relating to Purchaser’s acquisition of the Premises from Seller (the “Transaction”).
Except as otherwise defined herein, all capitalized terms used herein shall have the same meanings
as set forth in the Sale-Purchase Agreement.



     In consideration of Seller giving the undersigned access to the Premises and/or to the
Property Information, the undersigned agrees for the benefit of Seller and Seller’s Affiliates as
follows:




	 	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











 





I CERTIFY: That on the date of execution I issued a FIRST CERTIFIED COPY of this Deed to Jacobo
Ortiz Murias, I ATTEST AND GIVE FAITH. -----------




NOTARY PUBLIC




-------------- NUMBER TWENTY-FIVE (25) -------------





------------- DEED OF PURCHASE AND SALE ------------




----------------- (Arterial Hostos)----------------




--- In the Municipality of San Juan, Commonwealth of Puerto Rico, this twentieth (20th)
day of December, two thousand seven (2007). -------------------------



--------------------- BEFORE ME --------------------




--- ANTONIO R. MOLINA MACHARGO, Attorney-at-Law and Notary in and for the Commonwealth of Puerto
Rico, with residence in San Juan, Puerto Rico and offices on the nineteenth (19th) floor
of the Banco Popular Center Building, two hundred nine (209) Muñoz Rivera Avenue, in the Hato Rey
Ward of the Municipality of San Juan, Puerto Rico.— -----------------------------



----------------------- APPEAR ---------------------



--- AS PARTY OF THE FIRST PART: BANCO SANTANDER PUERTO RICO, a banking corporation organized and
existing under the laws of the Commonwealth of Puerto Rico (hereinafter referred to as the
“Seller”), Employer Identification Number 66-0312389, represented herein by its Senior Executive
Vice President, Carlos Miguel García Rodríguez, who is of legal age, married, banker and resident
of Guaynabo, Puerto Rico, and by its Senior Vice President, Rafael Samuel Bonilla Rodríguez, who is
of legal age, married, attorney-at-law and resident of San Juan, Puerto Rico, who have been duly
authorized to execute this Deed pursuant to a resolution of the Board of Directors of the Seller,
as evidenced by a Certificate of Resolution executed on December eighteen (18), two thousand seven
(2007) by the Secretary of the Seller, Rafael Samuel Bonilla Rodríguez, before Notary Public
Xiomara I. Cebollero Dávila. ---------------------------------------------



--- AS PARTY OF THE SECOND PART: CORPORACIÓN HATO REY



1









 







DOS, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico
(hereinafter referred to as the “Purchaser”), Employer Identification Number 66-0705063,
represented herein by its President, Jacobo Ortiz Murias, who is of legal age, married,
attorney-at-law and resident of Dorado, Puerto Rico, who has been duly authorized to execute this
Deed pursuant to a resolution of the Board of Directors of the Purchaser, as evidenced by a
Certificate of Corporate Resolution executed on December nineteen (19), two thousand seven (2007)
by the Secretary of the Purchaser, Mario M. Oronoz Rodríguez, before Notary Public Jacobo Ortiz
Murias.



--- I, the Notary, do hereby certify that I personally know the appearing parties of the FIRST AND
SECOND PARTS, and I further certify from their statements as to their age, civil status, occupation
and residence. They assure me that they have, and in my judgment they do have, the necessary legal
capacity for this act, and they freely and voluntarily ---------------



----------------------- STATE ----------------------




--- FIRST: Title, Liens and Encumbrances. The Seller represents and warrants that it is the
owner in fee simple (pleno dominio) of a certain parcel of land (the AProperty@)
located in the Municipality of San Juan, Puerto Rico, described in the Registry of Property of
Puerto Rico, Second Section of San Juan (the ARegistry@), as follows: ----------------------



----- AURBANA: Parcela número tres (3). Parcela de terreno localizada en el Barrio Hato Rey
Norte, del término municipal de San Juan, Puerto Rico, con una cabida de tres mil cuatrocientos
setenta y tres punto cero ocho nueve nueve (3,473.0899) metros cuadrados, equivalentes a cero punto
ocho ocho tres seis (0.8836) cuerdas, en lindes por el NORTE, SUR, y ESTE, con terrenos de la
Administración de Terrenos (futuras calles locales); y por el OESTE, con terrenos de la
Administración de Terrenos (Arterial



2









 







Hostos existente).” -------------------------------



----- The Property is recorded in the Registry at page (folio) two hundred sixty-one (261) of volume
(tomo) one thousand two hundred ninety-five (1,295) of Río Piedras Norte, property number
thirty-five thousand nine hundred seventy-two (35,972). -----------------



----- The Seller acquired the Property pursuant to Deed Number One Hundred Thirty-Nine (139), executed
in San Juan, Puerto Rico on December sixteen (16), nineteen hundred ninety-eight (1998) before
Notary Public María De Lourdes González Rivas, recorded in the mobile book (tomo móvil) of the
Registry number one thousand four hundred thirty-seven (1,437) of Río Piedras Norte, under property
number thirty-five thousand nine hundred seventy-two (35,972), fifth (5th) inscription. ---------------------------------



----- The Property is subject to the following liens and encumbrances of record: ------------------------



------- (a) By its origin: --------------------------



--------- (i) Easement in favor of the Puerto Rico Electric Power Authority. --------------------------



---------  (ii) Sewer and aqueduct easement in favor of the United States of America. ----------------------



------- (b) By itself: Use and development restriction constituted pursuant to Deed Number
Eight (8), executed in San Juan, Puerto Rico on March fifteen (15), nineteen hundred ninety-one
(1991) before Notary Public José Eladio Figueroa González, recorded in the Registry at page (folio)
two hundred sixty-one (261) of volume (tomo) one thousand two hundred ninety-five (1,295) of Río
Piedras Norte, property number thirty-five thousand nine hundred seventy-two (35,972). ------------------------------



3









 





--- SECOND: Purchase and Sale. The Seller has agreed to sell, convey and transfer the
Property to the Purchaser, and the Purchaser has agreed to purchase and acquire the Property from
the Seller, in accordance with the following ----------------------



---------------- TERMS AND CONDITIONS ---------------




----- One. Sale and Transfer. The Seller hereby sells, conveys and transfers to the
Purchaser, free and clear of any liens and encumbrances, except for the liens and encumbrances
described in Article SECOND of this Deed and the Permitted Encumbrances (as such term is defined in
the Sale Agreement described below), and the Purchaser hereby purchases and acquires from the
Seller, the Property together with all of its rights, buildings, structures, improvements,
easements, servitudes and appurtenances thereto. -------------------------------------------



----- Two. Purchase Price. The purchase price of the Property is the amount of TWENTY-FIVE
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($25,250,000), which shall not be subject to adjustment
for any reason (precio alzado), and which amount the Seller acknowledges having received from the
Purchaser prior to this act to the Seller=s full satisfaction, and, consequently, the Seller
acknowledges receipt of payment in full of the purchase price for the Property. ------------------------------------------



----- Three. Sale Agreement. The Seller and the Purchaser hereby agree that this Deed is
entered into and is subject to that certain Sale-Purchase Agreement, dated as of December twenty
(20), two thousand seven (2007)(the “Sale Agreement”), by and between the Seller and the Purchaser.
All of the



4









 





representations, warranties, indemnities, agreements, limitations and disclaimers made and/or
agreed to by the Seller and the Purchaser in the Sale Agreement are hereby expressly ratified and
confirmed and shall survive the execution of this Deed for the periods set forth
therein. -----------------------------------



----- Four. WAIVER OF WARRANTY. NOTWITHSTANDING ANYTHING SET FORTH HEREIN AND IN THE SALE
AGREEMENT, THE SELLER HEREBY DISCLAIMS, AND THE PURCHASER WAIVES AND RELEASES THE SELLER OF, THE
WARRANTY AGAINST LATENT AND HIDDEN DEFECTS IMPOSED UPON SELLERS OF REAL PROPERTY PURSUANT TO
ARTICLE ONE THOUSAND THREE HUNDRED AND SIXTY-THREE (TWO) (1,363(2)) OF THE CIVIL CODE OF PUERTO
RICO. THE PURCHASER DECLARES AND ACKNOWLEDGES THAT IT HAS AGREED TO THE WAIVER OF THE WARRANTY
AGAINST LATENT AND HIDDEN DEFECTS SET FORTH IN THE PRECEDING SENTENCE WITH FULL AND COMPLETE
KNOWLEDGE OF THE RISKS AND LEGAL CONSEQUENCES WHICH SUCH WAIVER ENTAILS. THE PURCHASER HEREBY
ACCEPTS TITLE TO THE PROPERTY SUBJECT TO THE FACTS, CIRCUMSTANCES, DEFECTS AND PROBLEMS WHICH EXIST
AT THIS TIME AND AS OF THE DATE OF THE AGREEMENT ON AN “AS-IS, WHERE-IS” BASIS AND THE PURCHASER
DECLARES, AGREES AND ACCEPTS THAT IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTIES OF THE
SELLER OR ANY OTHER PERSON AS TO THE STATE OF THE PROPERTY, OTHER THAN AS SET FORTH HEREIN AND IN
THE SALE AGREEMENT.



----- Five. Taxes; Apportionment. All real property taxes and assessments corresponding to the
Property up to the date prior to the date of execution of this Deed shall be for the account of the
Seller and, thereafter, for the account of the Purchaser. ------



----- Six. Right to Possession. This Deed shall



5









 





entitle the Purchaser to enter into immediate possession of the Property without any
additional formality or request. ------------------------------



----- Seven: Expenses of Deed. The Internal Revenue and Legal Assistance stamps required for
the original of this Deed shall be for the account of the Seller, and the Internal Revenue stamps
and Legal Assistance for the first certified copy of this Deed and the fees for its recordation in
the Registry shall be for the account of the Purchaser. The notarial tariff incurred in connection
with the execution of this Deed shall be for the account of the Seller. -------




----- Eight: Successors and Assigns. All of the terms, conditions and provisions of this Deed
shall apply to and be binding upon the successors and assigns of the appearing parties and all the
persons claiming under or through them. -----------------------------------




--- THIRD: Headings. The headings of the Articles of this Deed are for convenience and are

not to be deemed to be controlling over the text of any such Article. -------------------------------------------




--- FOURTH: Further Assurances. The parties hereto agree to execute and deliver any
additional instruments and documents which may be necessary to record the transaction contemplated
by this Deed in the Registry. Any costs and expenses incurred in connection with the execution of
any additional instruments and documents shall be for the account of the party or parties at fault,
except that each party shall pay the fees of their respective counsel. ----




--- FIFTH: Interpretation. This Deed shall be interpreted without regard to any presumption
or rule requiring construction against the party causing this




6









 





Deed to be drafted. --------------------------------



--- SIXTH: Request to the Registrar. The Honorable Registrar of the Property is respectfully
requested to record the sale to the Purchaser of the Property and the transfer of fee simple (pleno
dominio) title thereto in favor of the Purchaser as set forth in Article SECOND of this Deed. -----------------------



--------- ACCEPTANCE, WARNINGS AND EXECUTION --------




--- The appearing parties fully ratify and confirm the statements contained herein, and find this
Deed as drafted to their entire satisfaction, having I, the Notary, made to the appearing parties
the necessary legal warnings concerning the execution of this Deed, including, but not limited to
(i) the meaning and legal effects of the execution of this Deed; (ii) the fact that this Deed was
prepared in reliance on a title abstract prepared on December seven (7), two thousand seven (2007)
by Hato Rey Title Insurance Agency, Inc., an independent contractor, and not by the Notary, and,
therefore, the Notary is released from any and all liability with respect to any error or omission
committed in the preparation of such title abstract; (iii) that subsequent to the date of such
title abstract and before the presentation for recording of this Deed other documents may be
presented or recorded in the Registry that may affect the title to the Property and/or achieve
priority over this Deed; (iv) of the convenience of accrediting the state of liens and encumbrances
of the Property with the corresponding certification of the Registry or direct corroboration by
examining the books of the Registry, and that the negative certification of the Registry does not
exclude the



7









 







possibility of liens recorded after the date of the certification; (v) that if the
Property is located in a flood zone, the owner or party in possession of the Property is required
to observe and comply with the regulations applicable to flood zone areas, including, without
limitation, the provisions contained in 23 L.P.R.A. $225 et. seq.; (vi) of the importance of
recording a certified copy of this Deed in the Registry and the costs relating thereto; (vii) of
the consequences that would result if a certified copy of this Deed is not recorded in the
Registry; (viii) of the desirability of performing a search of the records of the Municipal Revenue
Collection Center (CRIM) to the determine the payment status of the real property taxes applicable
to the Property; (ix) that real property taxes for the last five (5) years and the current tax year
constitute a senior, preferred statutory lien on the Property; and (x) that the transactions
effected pursuant to this Deed are subject to the applicable tax statutes and regulations. ---------------------------------------



--- I, the Notary, warned the Purchaser of the risks and legal consequences related to the waiver of
warranty against latent or hidden defects made by the Purchaser in Section Four of Article SECOND
of this Deed. ----------------------------------------------



--- I, the Notary, hereby certify that this Deed was read by the persons appearing herein; that I
advised them of their right to have witnesses present at the execution hereof, which right they
waived; that they acknowledged that they understood the contents of this Deed and the legal effect
thereof; and that thereupon they signed this Deed before me and affixed



8









 





their initials to each and every page hereof. ------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------



--- I the Notary, do hereby certify as to everything stated or contained in this instrument. I, the
Notary, ATTEST AND GIVE FAITH. ---------------------



9









 





--- Signed: JACOBO ORTIZ MURIAS, CARLOS MIGUEL GARCÍA RODRÍGUEZ and RAFAEL SAMUEL BONILLA RODRÍGUEZ. -------------------------




--- Signed, sealed, marked and flourished: ANTONIO R. MOLINA MACHARGO. ----------------------------------------------------



--- The
corresponding internal revenue and notarial stamps have been canceled
on the original. -------------------------------



--- The initials of the appearing parties have been affixed on each page (folio) of the original. ---------------------------



--- I, the Notary, certify that the foregoing is a true and exact copy of Deed Number Twenty-Five
(25), the original of which forms part of my protocol of public instruments for the year two
thousand and seven (2007), which contains nine(9) pages (folios). ----------------------------------------------------



--- IN WITNESS WHEREOF, and at the request of Jacobo Ortiz Murias, I issue the FIRST certified copy
of this Deed, in San Juan, Puerto Rico, this twentieth(20th) day of December, two
thousand seven (2007). ---------------------------------------



	 	 	 	 	 
	 	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




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	ARTICLE I

	 	DEMISE OF PREMISES
	 	 	1	 
	ARTICLE II

	 	DELIVERY OF POSSESSION
	 	 	1	 
	ARTICLE III

	 	LEASE TERM
	 	 	1	 
	ARTICLE IV

	 	RENT
	 	 	2	 
	ARTICLE V

	 	TAXES
	 	 	4	 
	ARTICLE VI

	 	UTILITIES
	 	 	5	 
	ARTICLE VII

	 	USE AND COMPLIANCE WITH REQUIREMENTS
	 	 	6	 
	ARTICLE VIII

	 	MAINTENANCE AND REPAIRS; IMPROVEMENTS; PERSONAL PROPERTY AND FIXTURES

	 	 	7	 
	ARTICLE IX

	 	INSURANCE
	 	 	8	 
	ARTICLE X

	 	DAMAGE OR DESTRUCTION
	 	 	9	 
	ARTICLE XI

	 	CONDEMNATION
	 	 	11	 
	ARTICLE XII

	 	SELF HELP
	 	 	12	 
	ARTICLE XIII

	 	DEFAULT
	 	 	13	 
	ARTICLE XIV

	 	QUIET ENJOYMENT
	 	 	14	 
	ARTICLE XV

	 	SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
	 	 	15	 
	ARTICLE XVI

	 	TRANSFERS BY LANDLORD
	 	 	16	 
	ARTICLE XVII

	 	SIGNAGE
	 	 	16	 
	ARTICLE XVIII

	 	ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES
	 	 	16	 
	ARTICLE XIX

	 	HAZARDOUS SUBSTANCES
	 	 	18	 
	ARTICLE XX

	 	LANDLORD’S REPRESENTATIONS AND WARRANTIES
	 	 	20	 
	ARTICLE XXI

	 	RIGHT OF FIRST REFUSAL
	 	 	21	 
	ARTICLE XXII

	 	MISCELLANEOUS
	 	 	23	 






	 	 	 
	Exhibits	 	 
	 
	Exhibit
“A” —

	 	Legal Description of the Land
	Exhibit “B” —

	 	Permitted Exceptions
	Exhibit “C” —

	 	Form of Estoppel Certificate






i









 






TABLE OF DEFINED TERMS




     The following capitalized terms are defined in the respective Section of the Agreement
identified below:



     “Appraiser” — as such term is defined in Section 4.3(a) hereof.



     “Building” — as such term is defined in Article I hereof.



     “Change of Control” — as such term is defined in Section 21.1 hereof.



     “Control Group” — as such term is defined in Section 21.1 hereof.



     “CPI” — as such term is defined in Section 4.2 hereof.



     “Effective Date” — as such term is defined in the opening paragraph hereof.



     “Election Period” — as such term is defined in Section 21.1(b) hereof.



     “Exercise Notice” — as such term is defined in Section 21.1(b) hereof.



     “FMRV” — as such term is defined in Section 4.3 hereof.



     “First Refusal Purchase Price” — as such term is defined in Section 21.1(a) hereof.



     “First Refusal Right” — as such term is defined in Section 21.1 hereof.



     “Hazardous Substances” — as such term is defined in Section 19.1 hereof.



     “Initial Period” — as such term is defined in Section 21.1(c) hereof.



     “Interest Rate” — as such term is defined in Article XII hereof.



     “Land” — as such term is defined in Article I hereof.



     “Landlord” — as such term is defined in the opening paragraph hereof.



     “Lease” — as such term is defined in the opening paragraph hereof.



     “Lease Year” — as such term is defined in Section 3.1 hereof.



     “Leasehold Mortgage” — as such term is defined in Section 18.2 hereof.



     “Leasehold Mortgagee” — as such term is defined in Section 18.2 hereof.



ii









 





     “Landlord’s Restoration Obligations” — as such term is defined in Article X hereof.



     “Mortgage” — as such term is defined in Section 15.1 hereof.



     “Mortgagee” — as such term is defined in Section 15.1 hereof.



     “Offered Asset” — as such term is defined in Section 21.1 hereof.



     “Option Term or Option Terms” — as such terms are defined in Section 3.2(a) hereof.



     “Permitted Exceptions” — as such term is defined in Article XIV hereof.



     “Premises” — as such term is defined in Article I hereof.



     “Real Estate Taxes” — as such term is defined in Section 5.1(a) hereof.



     “Rent” — as such term is defined in Section 4.1 hereof.



     “Requirements” — as such term is defined in Section 7.2(a) hereof.



     “Sale Notice” — as such term is defined in Section 21.1(a) hereof.



     “Tenant” — as such term is defined in the opening paragraph hereof.



     “Term” — as such term is defined in Section 3.1 hereof.



     “Transferor” — as such term is defined in Section 21.1 hereof.



     “Vault” — as such term is defined in Section 8.3 hereof.



iii









 





LEASE AGREEMENT

(Arterial Hostos)




     THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of December 20, 2007 (the
“Effective Date”) by and between CORPORACIÓN HATO REY DOS, a corporation organized and existing
under the laws of the Commonwealth of Puerto Rico (“Landlord”), and BANCO SANTANDER PUERTO RICO, a
banking corporation organized and existing under the laws of the Commonwealth of Puerto Rico
(“Tenant”).



ARTICLE I




DEMISE OF PREMISES




     For and in consideration of the covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, upon the following terms and
conditions, approximately 3,473.0899 square meters, equivalent to 0.8836 cuerdas of land (the
“Land”) lying and being in the Hato Rey Norte Ward of the Municipality of San Juan, Puerto Rico,
and being more particularly described or depicted on Exhibit “A” attached hereto, together
with all rights, easements and appurtenances pertaining thereto, including, without limitation, any
and all rights of ingress and egress to streets, street beds and roadways, if any, associated
therewith and all improvements (including, without limitation, the Building as such term is defined
below) located thereon. The Land, the Building and all other improvements now or hereafter located
thereupon and the rights, easements and appurtenances pertaining thereto are hereinafter
collectively referred to as the “Premises”. The nine (9) floor office building currently located
on the Premises is hereinafter referred to as the “Building”.



ARTICLE II




DELIVERY OF POSSESSION




     Landlord shall tender exclusive possession of the Premises to Tenant on the Effective Date.
Upon delivery, the Premises shall be free of any right or claim to right of possession by any
entity or person other than Tenant.



ARTICLE III




LEASE TERM




     3.1 Term. The initial term of this Lease (said term, together with any exercised
Option Terms (as defined in Section 3.2 hereof), is hereinafter referred to as the “Term”), shall
commence on the Effective Date hereof and shall terminate at the end of the sixteenth
(16th) Lease Year on December 31, 2022. For purposes of this Lease, the term “Lease
Year” shall mean the period beginning on the Effective Date and ending on December 31, 2007 and
each twelve (12) month period commencing on each January 1 thereafter.



1









 





     3.2 Extension Options.



          (a) Tenant shall have two (2) successive options to extend the Term for a period of five (5)
years each (collectively, the “Option Terms” or each an “Option Term”), on the same terms and
conditions then in effect, except as expressly otherwise provided herein. Tenant may exercise any
such extension option for one or more Option Terms by written notice to Landlord not less than
twelve (12) months prior to the expiration of the Term; provided, however, that if
Tenant shall fail to give any such notice within such time limit, Tenant’s right to exercise its
option shall nevertheless continue until thirty (30) days after Landlord shall have given Tenant
notice of Landlord’s election to terminate such option, and Tenant may exercise such option at any
time prior to the expiration of such thirty (30) day period.




          (b) The parties intend to avoid forfeiture of Tenant’s rights to extend the Term under any of
the Option Terms set forth in this Section 3.2 through failure to give notice of exercise thereof
within the time limits prescribed. Accordingly, if Tenant shall fail to give notice to Landlord of
Tenant’s election to extend the Term for any of the Option Terms and Landlord shall fail to give
notice to Tenant of Landlord’s election to terminate Tenant’s right to extend this Lease under the
option applicable thereto, then the Term shall be automatically extended from month to month upon
all of the terms and conditions then in effect, subject to Tenant’s right under such option to
extend the Term for the remainder of the Option Term covered thereby and to Landlord’s right to
place the thirty (30) day limit on such option by notice in the manner provided in this Section
3.2.




     3.3 Surrender Upon Expiration. Upon the expiration of the Term, Tenant shall
surrender to Landlord the Premises, free and clear of all liens created by Tenant, and in
broom-clean condition and good repair, normal wear and tear and casualty damage excepted. Tenant
shall have the right to remove such structures, trade fixtures, furniture, equipment, systems,
vault doors and other personal property as Tenant sees fit. Title to improvements remaining on the
Premises upon the expiration of the Term shall automatically pass to Landlord without the necessity
for the execution of any instrument of conveyance.



ARTICLE IV




RENT




     4.1 Rent. Starting on the Effective Date and continuing throughout the Term, Tenant
agrees to pay Landlord at the address referenced on Section 21.4 of this Lease, or such
other place as Landlord shall designate in writing, a monthly rent of ONE HUNDRED SEVENTY-FOUR
THOUSAND FIVE HUNDRED FORTY-TWO DOLLARS AND FIFTY CENTS ($174,542.50) (the “Rent”), without any
deduction, set-off or counterclaim (except as set forth in Articles VI, X and
XVIII of this Lease). Rent shall be payable in advance, in equal monthly installments, on
the first (1st) day of each and every calendar month subsequent to the Effective Date
during the Term hereof and shall be proportionately reduced for any partial month during the Term.
If any party to whom Tenant shall not then be paying Rent under this Lease shall demand payment of
Rent or other amounts from Tenant alleging the right to receive such Rent or other amount as a
result of a transfer of Landlord’s interest in this Lease or for any other reason, or if
conflicting demands are made on Tenant concerning the payment of Rent by parties



2









 







comprising Landlord, Tenant shall not be obligated to honor such demand unless Tenant shall
receive written instructions to do so from the person to whom Tenant shall then be paying Rent or
shall otherwise receive evidence satisfactory to Tenant of the right of the person or entity making
the demand. The withholding of Rent, or any other amount payable by Tenant under this Lease, by
Tenant pending the determination of the right of the party making the demand shall not be deemed to
be a default on the part of Tenant.



     4.2 CPI Percentage Increase. Commencing on the first (1st) day of the
second Lease Year, and on the first (1st) day of each Lease Year thereafter during the
Term (excluding the first Lease Year of the first and second Option Terms), Rent shall be increased
by an amount equal to the product of (i) the Rent payable by Tenant during the preceding Lease Year
and (ii) the percentage increase which occurred in the CPI (as defined below) for the most recent
twelve (12) month period for which the CPI is published. As used herein, “CPI” shall mean the
Consumer Price Index for All Urban Consumers, All Items (1982 — 84 = 100) published by the Bureau
of Labor Statistics of the U.S. Department of Labor, or an equivalent successor official index then
in effect. In the event that the CPI is discontinued with no successor or comparable successor
index, a reliable governmental or other non-partisan publication of Tenant’s choice evaluating
substantially the same information previously used in determining the CPI shall be used.



     4.3 Rent During Option Terms. The Rent payable by Tenant during the first Option Term
and during the second Option Term shall be equal to the fair market rental value (the “FMRV”) for
the Premises as determined in this Section 4.3, and shall be payable by Tenant as set forth
in Section 4.1. The FMRV shall be negotiated between Landlord and Tenant and the FMRV
shall be based on the actual rental rates for comparable space in other comparable buildings in the
vicinity of the Premises for a comparable term and for non-renewal, non-encumbered, non-equity
space that tenants comparable to Tenant would pay and are paying to a willing landlord comparable
to Landlord at arm=s length. The FMRV shall be further based on all tenant concessions and
inducements that a tenant comparable to Tenant is receiving for space comparable to the Premises,
including one hundred percent (100%) of the following concessions: (i) limitations provided to
tenants in connection with the payment of operating and tax expenses, (ii) rental abatement
concessions being given such tenants, (iii) tenant improvement allowances and (iv) all other tenant
inducements and landlord concessions. FMRV shall be determined pursuant to the preceding factors
and shall mean the FMRV in effect as of the first day of the first month of the first Option Term
and the second Option Term, respectively. If Landlord and Tenant are unable to agree as to the
amount of the FMRV within ninety (90) days of Tenant=s delivery of notice to Landlord of
Tenant=s exercise of either Option Term, as provided in Section 3.2, then the FMRV
shall be determined as follows:



          (a) Each party, at its cost and by giving notice to the other party, shall appoint a licensed
real estate broker (hereinafter referred to as AAppraiser@) with at least five years of
full-time commercial real estate brokerage experience in San Juan, Puerto Rico to appraise and set
the FMRV. If a party does not appoint an Appraiser within fifteen (15) days after the other party
has given notice of the name of its Appraiser, the single Appraiser appointed shall be the sole
Appraiser and shall set the FMRV.




          (b) If two (2) Appraisers are appointed by the parties, they shall meet promptly and within
thirty (30) days after the second Appraiser has been appointed, each




3









 







Appraiser shall render his/her written appraisal as to the FMRV for the Premises, and
thereafter, the two appraisals shall be added together and their total divided by two (2); the
resulting amount shall be the FMRV. If, however, there is more than a ten percent (10%) difference
in the two (2) appraisals, and the two Appraisers are then unable to agree as to the FMRV within
such thirty (30) day period, the two Appraisers shall select a third Appraiser meeting the
qualifications stated above, within fifteen (15) days after the last day the two (2) Appraisers are
given to set the FMRV. The third Appraiser selected, however, shall be a person who has not
previously acted in any capacity for either party.




          (c) Within thirty (30) days after the selection of the third Appraiser, the third Appraiser
shall set the FMRV in the manner set forth below. The third Appraiser shall select one of the two
written appraisals submitted by the first two Appraisers, which appraisal shall be the one that is
closer to the FMRV determined by the third Appraiser, and third Appraiser shall not adopt a
compromise. The appraisal so selected shall be the FMRV.




          (d) The decision of the first two Appraisers, or if necessary the decision of the third
Appraiser, shall be final and binding on Landlord and Tenant, and the parties shall immediately
after receiving the written decision of the Appraisers execute an amendment to this Lease (to be
drafted by Tenant) stating the Rent for the first Option Term or the second Option Term,
respectively. Landlord and Tenant shall share the cost of the third Appraiser equally and each
party shall pay for the cost of its own Appraiser. Until the determination of the FMRV, Tenant
shall continue to pay Landlord the amount of Rent then last in effect.




ARTICLE V




TAXES




     5.1 Real Estate Taxes.



          (a) Landlord represents to Tenant that the Land is a separate legal parcel with its own parcel
identification number and that the Premises are separately assessed for the purpose of paying all
real estate taxes and assessments for betterments and improvements that are levied or assessed by
any lawful authority on the Premises (“Real Estate Taxes”). From and after the Effective Date,
Landlord shall pay, without contribution from Tenant, all Real Estate Taxes on the Premises
(including the Building and any improvements or additions thereto made or constructed after the
Effective Date) on or prior to the last day on which Real Estate Taxes can be paid without interest
or penalty; provided, however, that (i) Tenant shall pay to Landlord any increases
in Real Estate Taxes that occur during the first six (6) Lease Years of the Term based on the
highest available discount for early payment which are, in the aggregate, in excess of TWO HUNDRED
AND TEN THOUSAND DOLLARS ($210,000). Tenant shall pay such excess, if any, to Landlord during the
Term of the Lease on or prior to the last date on which such excess can be paid with the highest
available discount for early payment and without interest or penalty. Any increases in Real Estate
Taxes that occur after the first six (6) Lease Years of the Term will be payable by Landlord.




          (b) In addition to Real Estate Taxes described in Section 5.1(a), Landlord shall be
responsible for paying, without contribution from Tenant: (i) income, intangible,




4









 







franchise, capital stock, estate or inheritance taxes or taxes substituted for or in lieu of
the foregoing exclusions; (ii) except as provided in Section 5.3, taxes on gross receipts
or revenues (other than rent) of Landlord from the Premises; or (iii) any rollback, greenbelt or
similar deferred taxes which are assessed after the Effective Date, but relate to time periods
prior to the Effective Date by reason of a change in zoning, use or ownership.




          (c) If Landlord shall sell or otherwise transfer its interest in the Premises and as a result
thereof, there shall be a reassessment of the Premises, then Tenant shall not be required to pay
any increase in Real Estate Taxes due to such reassessment. All Real Estate Taxes due to such
reassessment shall instead be paid by Landlord in the year of such reassessment and all subsequent
years during the Term.




     5.2 Personal Property Taxes. Tenant shall pay all personal property taxes assessed on
Tenant’s personal property on the Premises. If Landlord has paid any such tax in the first
instance, as required by the applicable taxing authority, Tenant shall reimburse Landlord upon
Tenant’s receipt of paid invoices for such taxes, provided that Landlord shall give Tenant notice
of any such tax prior to paying same.



     5.3 Other Taxes. In the event that any taxing authority having jurisdiction over the
Premises impose a tax and/or assessment of any kind or nature upon, against, measured by or with
respect to the rentals payable by Tenant under this Lease, Tenant shall, together with each payment
of Rent hereunder, pay to Landlord such tax and/or assessment relating to such payment of Rent, and
Landlord shall deliver such tax and/or assessment to the relevant taxing authority in accordance
with applicable law.



     5.4 Right to Contest. Tenant may contest, by appropriate proceedings, the amount or
validity, in whole or in part, of any tax or assessment payable by it under Sections 5.1(a)
and 5.3, in any manner permitted by applicable law, provided that (i) such contest is
conducted by Tenant diligently and in good faith, (ii) such contest shall not subject Landlord to
any liability (criminal, civil or otherwise) or create any lien against the Premises or pose an
imminent threat to the title of the Premises, and (iii) Landlord is provided with notice of such
contest prior to its commencement. Upon the termination of such contest, Tenant shall pay such
taxes and assessments or part thereof (to the extent then unpaid), as finally determined in such
proceedings. Any refunds or rebates on account of such taxes and assessments paid by Tenant under
the provisions of this Lease shall belong to Tenant, and any such refunds or rebates received by
Landlord shall be deemed trust funds and as such shall be received by Landlord in trust and paid to
Tenant forthwith.



ARTICLE VI




UTILITIES




     From and after the Effective Date, Tenant shall pay directly to the applicable utility
companies or governmental agencies for all utilities (including, but not limited to, electric, gas,
water, sewage or telephone) consumed on the Premises by Tenant during the Term. Landlord shall not
take or permit any person claiming under Landlord to take any action which shall interrupt or
interfere with any utility service to the Premises. In the event that any such



5









 







interruption or interference caused by Landlord occurs and continues for longer than one (1)
day, Rent shall be fully abated for each additional day that such interruption or interference
continues.



ARTICLE VII




USE AND COMPLIANCE WITH REQUIREMENTS




     7.1 Use, No Obligation to Construct, Open or Operate.



          (a) The Premises may be used for any lawful purpose. Without limiting the generality of the
foregoing, Tenant shall have the right to use the entire Premises as Tenant sees fit for general
office purposes, administrative and executive use, the operation of retail banking or other banking
and/or financial services business, and any other incidental use relating to the foregoing,
including without limitation, the right (i) to use the sidewalks adjacent to the Building for any
lawful purpose, including, without limitation, providing food and beverage to employees and
customers for promotional events; (ii) to maintain employee lunchrooms and kitchenettes; and (iii)
to install and operate pay telephones or automatic teller machines and other self-serve banking
facilities on the exterior wall of the Building or sidewalk in front of the Building or elsewhere
on the Premises. Notwithstanding any provision contained herein or in any other documents, Tenant
shall not have any obligation to construct any improvements on the Premises or open or operate in
the Premises.




          (b) In no event shall Tenant or the Premises be bound by or subject to any exclusive,
restrictive or prohibited use agreement granted by Landlord after the Effective Date.




     7.2 Compliance with Requirements.



          (a) Landlord shall comply with and shall cause the Premises to be in compliance with all
Requirements applicable to the Premises. Subject to the preceding sentence, Tenant shall comply
with all applicable Requirements with respect to its use and occupancy of the Premises;
provided, however, that Tenant shall only be responsible for making improvements to
the Premises mandated by applicable Requirements if the necessity arises from Tenant’s specific use
of the Premises; and provided, further, that Landlord shall be responsible for
making structural or non-structural improvements to the Premises mandated by applicable
Requirements if such improvements would have been required irrespective of the nature of the
current tenancy. The term “Requirements” shall mean all requirements of all current and future
laws, orders, ordinances, rules and regulations of federal, Puerto Rico and municipal authorities,
and of any certificate of occupancy, use permit, or other direction issued pursuant to law by any
public officer or officers, which shall relate to the Premises or the use, occupancy or control
thereof or the conduct of any business thereon, including those relating to or which necessitate
structural changes or improvements or alteration, repair or removal of any improvements on any part
of the Premises. Notwithstanding the foregoing, Landlord, not Tenant, shall be responsible for any
violations or breaches of the Requirements arising after the Effective Date and caused by Landlord.




          (b) Tenant shall have the right, at its own cost and expense, to contest or review by legal
proceedings the validity, legality or applicability of any Requirement, and during such contest,
Tenant may refrain from complying therewith, provided that such compliance may




6









 







be deferred only if (i) neither Tenant nor Landlord will thereby be subjected to civil or
criminal liability for failure to comply therewith; (ii) compliance may be so deferred without the
incurrence of any lien, charge or liability of any kind against the Premises or any interest
therein or part thereof; and (iii) Tenant prosecutes the contest in good faith and with due
diligence. Landlord shall at all times during the Term cooperate with Tenant, at Tenant’s expense,
in requesting such modifications, changes in zoning, variances, special use permits and such other
changes in Requirements affecting the Premises, as Tenant may request.




ARTICLE VIII




MAINTENANCE AND REPAIRS; IMPROVEMENTS;

PERSONAL PROPERTY AND FIXTURES




     8.1 Maintenance. Except as set forth in Article X, Tenant shall maintain the
Premises, including the parking lot(s) and parking buildings, landscaping and drainage system
located thereon, in reasonably good condition and shall be responsible for all repairs to the
Premises, except repairs or replacements necessitated by damage caused by the willful acts or
negligence of Landlord, its employees, agents and contractors (which repairs may be made by Tenant
at Landlord’s cost). All development and construction on and to the Premises and all maintenance,
repair and other work with respect thereto required hereunder shall be Tenant’s sole responsibility
and Landlord shall have no obligation with respect thereto, except as may be specifically otherwise
set forth herein and in Section 7.2(a).



     8.2 Construction of Improvements. Tenant shall have the right, at its sole cost and
without the necessity of obtaining Landlord’s consent, to make at any time and from time to time,
improvements and alterations to the Premises (including the construction and installation from time
to time of one or more signs (including Tenant’s existing signs on the Premises as of the Effective
Date and the substitution or replacement thereof from time to time in Tenant’s sole discretion) and
the installation of one or more sets of satellite receiving equipment or the like on or near the
Land and/or the Building), and to construct other improvements on the Premises, so long as Tenant
complies with all applicable Requirements. Landlord shall cooperate with Tenant and shall execute
all instruments necessary or appropriate to obtain, and shall join in the application for, all
permits, licenses and other approvals from the applicable governmental authorities to make such
alterations and improvements to satisfy the Requirements. Any improvements made by Tenant to the
Premises under this Section 8.2 shall belong to Tenant for the duration of the Term and
the cost thereof shall be depreciated by Tenant during the Term. Notwithstanding anything to the
contrary in this Section 8.2, any improvement or alteration made by Tenant to the Premises
which affects the external appearance or structural integrity of the Building shall require the
prior consent of Landlord, which consent shall be not be unreasonably conditioned, withheld or
delayed. Tenant shall provide to Landlord a copy of the plans and specifications relating to any
improvements or alterations made by Tenant to the Premises (whether or not such improvements or
alterations require Landlord’s consent), and a reasonable estimate of the cost thereof, prior to
commencing such improvements or alterations.



     8.3 Personal Property and Fixtures. All articles of personal property, trade
fixtures, furniture, equipment, systems and other personal property, including, without limitation,
movable partitions, all signs and signage, vaults, vault doors, safes, night depositories, safe



7









 







deposit booths, teller lines, cabinetry, business machines and equipment, and communication
equipment that Tenant places or installs in the Premises, at its expense prior to or during the
Term hereof (including, without limitation, those placed or installed in the Premises as of the
Effective Date), shall remain Tenant’s property and may be removed at any time and from time to
time by Tenant. Landlord acknowledges and agrees that, notwithstanding anything in this Lease to
the contrary, Tenant shall have the right, at Tenant’s sole cost and expense, to utilize the vault
which exists at the Premises as of the date hereof (the “Vault”). In addition, Landlord agrees
that Tenant may relocate the Vault within the Premises and/or install such other vaults in the
Premises as Tenant may require. Notwithstanding anything in this Lease to the contrary, upon the
expiration or earlier termination of this Lease, Landlord may request Tenant, at Tenant’s sole cost
and expense, to remove any vault (excluding the Vault) installed by Tenant in the Premises after
the Effective Date.



ARTICLE IX




INSURANCE




     9.1 Tenant’s Insurance. From and after the Effective Date, Tenant shall maintain the
following insurance coverages:



          (a) commercial general liability insurance, including, but not limited to contractual
liability, covering the Premises against claims for bodily injury, personal injury and damage to
property with minimum limits of TWO MILLION DOLLARS ($2,000,000) combined single limit;




          (b) “all risk” property damage insurance covering the Building for damage or other loss caused
by fire, and such other risks as may be included in the standard form of extended coverage
insurance from time to time available, in an amount equal to eighty percent (80%) of replacement
value of the Building and all improvements on the Premises other than foundations, such amount to
be adjusted every three (3) years; and




          (c) workers’ compensation or similar coverage for the benefit of Tenant’s employees.



The insurance required to be maintained by Tenant under subsections (a) and (b) of this Section
9.1, shall be issued by an insurance company having a financial rating of class “A-” or better in
Best’s Insurance Guide and, if required by law, licensed to do business in the Commonwealth of
Puerto Rico.




     9.2 Insurance Certificates. Tenant shall name Landlord as an additional insured under
the policies carried pursuant to Section 9.1(a) and (b) above. All of the
foregoing insurance policies required pursuant to Section 9.1 above will be written with
companies of recognized standing and will provide that the party named as an additional insured
shall be given a minimum of ten (10) days written notice by any such insurance company prior to the
cancellation, termination or alteration of the terms or limits of such coverage. Tenant will
deliver to Landlord copies of the foregoing insurance policies or certificates thereof within
thirty (30) days after the Effective Date and evidence of all renewals or replacements of same not
less than ten (10) days prior to the expiration date of such policies. As an alternative to
delivering a



8









 







certificate of insurance, Tenant may provide Landlord with a website address maintained by
Tenant’s insurance consultant which shall enable Landlord to electronically review all insurance
maintained by Tenant from time to time during the term to confirm Tenant’s compliance with the
terms of this Lease related to insurance. All such policies may be maintained under a blanket
insurance policy of the insuring party (or by self-insurance as to Tenant, as aforesaid).



     9.3 Mutual Release; Waiver of Subrogation. Landlord and Tenant hereby each release
the other party and anyone claiming through or under the other party by way of subrogation or
otherwise from any and all insured loss of or damage to Premises, or Tenant’s personal property,
whether or not caused by the negligence or fault of the other party. In addition, Tenant shall
cause any property insurance policy carried by it insuring the Premises or the contents thereof to
be written to provide that the insurer waives all rights of recovery by way of subrogation against
Landlord in connection with any loss or damage covered by the policy.



     9.4 Mutual Indemnification. Subject to the terms of Section 9.3 above, each of
Landlord and Tenant covenants and agrees to indemnify, defend, protect and hold the other harmless
against and from any and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of
any kind or of any nature whatsoever (including, without limitation, attorneys’ and experts’ fees
and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded
against the other arising from or in connection with the loss of life, personal injury and/or
damage to property occasioned by any negligent or willful act or omission of the indemnifying party
or its agents, contractors, servants or employees. In addition, Tenant covenants and agrees to
indemnify, defend, protect and hold the Landlord harmless against and from any and all damages,
losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever
(including, without limitation, attorneys’ and experts’ fees and disbursements) which may at any
time be imposed upon, incurred by or asserted or awarded against the Landlord and arising from or
in connection with the loss of life, personal injury and/or damage to property arising from or out
of any occurrence in or upon the Premises, unless caused by any negligent or willful act or
omission of Landlord or its agents, contractors, servants or employees, or a default of Landlord
with respect to its obligations hereunder. If an indemnified party shall, without fault, be made a
party to any litigation commenced by or against the other party, or if a party shall, in its
reasonable discretion, determine that it must intervene in such litigation to protect its interest
hereunder, the indemnifying party shall defend such other party using attorneys reasonably
satisfactory to such other party and shall pay all costs, expenses and reasonable attorneys’ fees
and costs in connection with such litigation.



ARTICLE X




DAMAGE OR DESTRUCTION




     In the event that the Building and/or the Premises are damaged or destroyed (partially or
totally) by fire or casualty, Landlord shall promptly and diligently complete the repair and
reconstruction of such Building and/or the Premises (excluding any improvements made by Tenant at
Tenant’s cost, and Tenant’s Property) to their condition and character immediately prior to such
fire or casualty (collectively, “Landlord’s Restoration Obligations”), and all



9









 







proceeds from Tenant’s insurance carried in accordance with this Lease shall be applied by
Tenant for Landlord’s Restoration Obligations. Within thirty (30) days after the casualty, Landlord
shall deliver to Tenant a certificate from Landlord’s architect or engineer specifying the time it
shall take Landlord to complete Landlord’s Restoration Obligations. If Landlord’s Restoration
Obligations can not be completed within one hundred eighty (180) days following the date of damage
or destruction, Tenant may, within thirty (30) days after receipt of Landlord’s notice, terminate
this Lease by delivering written notice thereof to Landlord. In the event that Landlord fails to
complete Landlord’s Restoration Obligations within one hundred eighty (180) days after the date of
damage or destruction, Tenant shall have the right to terminate this Lease by delivering notice
thereof to Landlord and this Lease shall terminate on the thirtieth (30th) day after
Landlord’s receipt of such notice; provided, however, if Landlord completes
Landlord’s Restoration Obligations prior to the end of such thirty (30) day period, Tenant’s
election to terminate this Lease shall be null and void and this Lease shall continue in full force
and effect. Notwithstanding the foregoing, if during or after the thirteenth (13th)
Lease Year of the initial Term or during the last Lease Year of any Option Term, the Premises are
damaged or destroyed either Landlord or Tenant may, within sixty (60) days following the date such
damage or destruction occurs, terminate this Lease by written notice to the other party. The
provisions of this Article X to the contrary notwithstanding, if this Lease is terminated
in accordance with this Article X, and Landlord elects to rebuild the Building or
substantially similar improvements in the Premises within two (2) years after the date of such
damage or destruction, Landlord shall first offer such space in the Premises to Tenant before
marketing such space in any other manner on terms no less favorable than those under which Landlord
will market such space. If this Lease is terminated pursuant to this Article X, Tenant
shall surrender possession of the Premises within sixty (60) days after notice of termination is
duly given, and all obligations of either party hereunder, including any obligation of Tenant to
pay Rent or other charges, shall terminate as of the date of such damage or destruction, except for
obligations (such as indemnity obligations) which, by their terms survive the expiration or
termination of this Lease. Landlord shall promptly refund to Tenant any unearned Rent paid, or
Tenant shall promptly pay to Landlord any unpaid Rent then accrued. Following the date of any
damage or destruction and during the period in which Landlord’s Restoration Obligations have not
been completed, all Rent shall abate from the date of such damage or destruction until the date
which is ninety (90) days after Landlord has completed Landlord’s Restoration Obligations, in
proportion to the part of the Premises that is unfit for use by Tenant. During the period between
Landlord’s completion of Landlord’s Restoration Obligations and the recommencement of Tenant’s
obligation to pay Rent without abatement, Tenant and Tenant’s employees, agents and contractors
shall have the right to enter upon the Premises for the purpose of erecting, constructing, or
installing such improvements, alterations, fixtures, equipment and furniture as Tenant deems
necessary for resuming business in the Premises. In the event Rent shall completely abate for any
period pursuant to the provisions of this Lease, the Term shall toll for the period of such
abatement, in which event, the monthly installments of Rent following the end of the period of such
abatement shall recommence and thereafter continue at the same Rent rate that was in effect at the
time of such abatement; the remaining scheduled increases of Rent shall be postponed for the period
of such abatement to reflect such tolling, the expiration date of the then applicable Term (whether
the initial Term or any Option Term) and the commencement and expiration dates of any subsequent
Option Terms shall be extended for the period of such abatement.



10









 





ARTICLE XI




CONDEMNATION




     11.1 Total Taking. If the entire Premises shall be taken under power of eminent
domain by any public or private authority or conveyed by Landlord to said authority in lieu of such
taking, then this Lease shall terminate as of the date of such taking or conveyance, subject,
however, to the right of Tenant, at its election, (i) to continue to occupy the Premises, subject
to the terms and provisions of this Lease, for all or such part, as Tenant may determine, of the
period between the date of such taking or conveyance and the date when possession of the Premises
shall be taken by or conveyed to the appropriating authority, and any unearned Rent or other
charges, if any, paid in advance, shall be refunded to Tenant; and (ii) to keep this Lease in full
force and effect in accordance with all Requirements, if termination hereof would reduce any award
for a taking, as set forth below in this Article XI. In the event of any such termination,
this Lease shall be of no further force or effect and neither party hereto shall have any further
rights, duties or liabilities hereunder other than those rights, duties and liabilities which have
arisen or accrued hereunder prior to the effective date of such termination. Landlord shall not
convey all or a portion of the Premises to the appropriating authority in lieu of a taking without
Tenant’s consent, which shall not be unreasonably conditioned, withheld or delayed.



     11.2 Partial Taking. If any taking under the power of eminent domain by a public or
private authority or any conveyance by Landlord in lieu thereof shall result in:



          (a) any reduction of the floor area of the Building;




          (b) a taking of a portion of the access roads to the Premises which, in Tenant’s reasonable
business judgment, impedes or interferes with access to the Premises or materially adversely
affects the conduct of Tenant’s business as theretofore conducted at the Premises;




          (c) the reduction of the parking serving the Premises to below the greater of (i) the amount
required by law; or (ii) four (4) parking spaces for every one thousand (1,000) square feet of
floor area of the Premises; or




          (d) the closing of any entrance or exit to the Premises;



and such taking or conveyance has a material affect on Tenant’s ability to continue its operations
on the Premises in substantially the same manner, then Tenant may, at its election, terminate this
Lease by giving Landlord notice of the exercise of Tenant’s election within thirty (30) days after
Tenant shall receive actual written notice of such taking or conveyance. In the event of
termination by Tenant under the provisions of this Section 11.2, this Lease shall terminate as of
the date of such taking, subject to the right of Tenant, at its election, to continue to occupy the
Premises, subject to the terms and provisions of this Lease (including the payment of Rent to
Landlord and the Real Estate Taxes payable by Tenant for such period of occupation by Tenant), for
all or such part, as Tenant may determine, of the period between the date of such taking and the
date when possession of the Premises shall be taken by the appropriating authority. In the event
of any such termination, this Lease shall be of no further force or effect and neither party hereto
shall have any further rights, duties or liabilities hereunder other than those rights, duties and
liabilities which have arisen or accrued hereunder prior to the effective date of such




11









 







termination. All Rent or other charges paid by Tenant for periods after the date of such taking or
conveyance in lieu thereof shall be promptly refunded. Notwithstanding anything in the foregoing
to the contrary, if any condemnation award for any taking would be reduced by the termination of
this Lease with respect to a taking, as hereinabove set forth, then Tenant may elect to keep this
Lease in full force and effect so as to obtain the highest possible award from the condemning
authority. Landlord shall not convey all or any portion of the Premises to the appropriating
authority in lieu of a taking without Tenant’s consent, which shall not be unreasonably
conditioned, withheld or delayed.




     11.3 Restoration. In the event of a taking or conveyance in respect of which Tenant
shall not have the right to elect to terminate this Lease or, in the event Tenant, having such
right, shall not elect to terminate this Lease, Tenant, at Tenant’s sole cost and expense, shall
promptly and diligently proceed to restore the remaining portions of the Premises (or raze the
Building and any other improvements on the Premises and place the Premises in a safe condition).
An equitable proportion of the Rent reserved hereunder and any other charges payable by Tenant
hereunder, according to the nature and extent of the injury to the Premises and to Tenant’s
business, shall be abated until the completion of such restoration and thereafter the Rent and any
other charges shall be reduced to equitably reflect the effect of such taking on Tenant’s business.



     11.4 Award. All compensation awarded for any taking of the Premises shall belong to
the party to whom such award was made. If only one award is made as to the Premises, such award
shall be allocated between Landlord and Tenant in accordance with their respective interests.
Notwithstanding the foregoing, any award attributable or applicable to any improvements on the
Premises made by Tenant shall belong to Tenant.



ARTICLE XII




SELF HELP




     If Landlord (i) defaults in the performance of any obligation imposed on it by this Lease;
(ii) breaches any representation or warranty set forth in Article XIX hereof; or (iii)
makes a representation in Article XIX hereof which is or becomes inaccurate, and does not
cure such default, breach or inaccuracy within thirty (30) days after written notice from Tenant
specifying the default, breach or inaccuracy, Tenant shall have the right at any time thereafter to
cure such default, breach or inaccuracy for the account of Landlord, and Landlord, within ten (10)
days of the receipt of a statement therefor, shall reimburse Tenant for any amount paid and any
expense or contractual liability so incurred. Any sum not paid when due shall accrue interest
thereafter at a rate equal to the rate announced by The Wall Street Journal from time to time as
the “prime rate” plus 2% per annum, but not to exceed the highest rate permitted by law (the
interest rate determined hereby is referred to as the “Interest Rate”). In the event of an
emergency, or where necessary to prevent injury to persons or damage to Premises, Tenant may cure
any such default, breach or inaccuracy by Landlord before the expiration of the cure period set
forth above, with such written or oral notice to Landlord as is appropriate under the
circumstances.



12









 





DEFAULT




     12.1 Remedies Upon Tenant’s Default. In the event (i) Tenant shall at any time fail
to pay Rent or other monetary amounts herein required to be paid by Tenant, such failure shall
continue for ten (10) days after receipt by Tenant of an initial written notice from Landlord
(provided that such cure period and notice shall not apply if in a single Lease Year such failure
occurs more than once), or (ii) Tenant shall fail to observe or perform any of the other covenants
and agreements required to be performed and observed by Tenant hereunder and any such default shall
continue for a period of thirty (30) days after receipt by Tenant of written notice from Landlord
and Tenant shall not thereafter cure such default (if such default is by its nature not reasonably
susceptible of being cured within such thirty (30) day period, such thirty (30) day period shall be
extended as necessary to provide Tenant the opportunity to cure the default, provided Tenant within
said period commences and thereafter diligently proceeds to cure such default without interruption
until such cure is completed), then Landlord shall be entitled at its election, to exercise
concurrently or successively, any one or more of the following rights: (i) to bring suit for
collection of Rent or other amounts for which Tenant may be in default, or for performance of any
other covenant or agreement of Tenant; (ii) to re-enter the Premises upon order of a court with
competent jurisdiction after due notice and hearing and dispossess Tenant and any occupants
thereof, remove their personal property not previously removed by them and hold the Premises free
from this lease; and/or (iii) to relet the Premises or any part or parts thereof in the name of
Landlord for a term or terms which may be less than or exceed the balance of the Term, and Tenant
shall pay to Landlord any deficiency between the (x) Rent plus the reasonable costs of reletting
the Premises and (y) the amount of rent and other charges collected on account of the new lease or
leases of the Premises for each month of the period which would otherwise have constituted the
balance of the Term (not including any Option Term, the commencement of which shall not have
occurred prior to such dispossession or removal). Such deficiency shall be paid by Tenant in
monthly installments on the dates specified in the Lease for payment of Rent, and any suit brought
to collect the amount of the deficiency for any month shall not prejudice in any way the right of
Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord
shall be obligated to mitigate its damages and in no event shall Landlord have the right to
accelerate Rent payable hereunder. In no event shall Tenant be liable to Landlord for
consequential, indirect, speculative or punitive damages in connection with or arising out of any
default by Tenant.



          Notwithstanding anything herein to the contrary, if Landlord asserts a monetary default
arising out of Tenant’s exercise of its abatement right under Article VI, X or
XVIII which is disputed by Landlord and it is ultimately determined by court of competent
jurisdiction that such abatement was not proper, Landlord shall not be entitled to exercise any
rights or remedies if Tenant pays to Landlord the amount the court determined to be due and owing
within ten (10) business days after such judicial determination, together with interest accruing
from the date said amount is due to the date of payment at a rate equal to the Interest Rate.




     12.2 Remedies Upon Landlord’s Default. In the event that Landlord shall at any time
be in default in the observance or performance of any of the covenants and agreements required to
be performed and observed by Landlord hereunder and any such default shall continue for a period of
thirty (30) days after written notice to Landlord (provided that, if such default is by its nature
not reasonably susceptible of being cured within such thirty (30) day period, such thirty



13









 




(30) day period shall be extended as necessary to provide Landlord the opportunity to cure the
default, provided Landlord within said period commences and thereafter diligently proceeds to cure
such default without interruption until such cure is completed), Tenant shall be entitled at its
election, in addition to all remedies otherwise provided in this Lease and otherwise available at
law or in equity under the laws of the United States or the State in which the Premises is located:
(i) to bring suit for the collection of any amounts for which Landlord may be in default, or for
the performance of any other covenant or agreement devolving upon Landlord, without terminating
this Lease; and/or (ii) to terminate this Lease without waiving Tenant’s rights to damages for
Landlord’s failure to perform any of its covenants or agreements hereunder. In the event Tenant
shall elect to terminate this Lease, all rights and obligations of Tenant, and of any permitted
successors or assigns, shall cease and terminate, except that Tenant shall have and retain full
right to sue for and collect all amounts for the payment of which Landlord shall then be in default
and all damages to Tenant by reason of any such breach.




     12.3 Indemnification for Breach. Subject to the terms of Section 9.3 above, each of
Landlord and Tenant covenants and agrees to indemnify, defend, protect and hold the other harmless
against and from any and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of
any kind or of any nature whatsoever (including, without limitation, attorneys’ and experts’ fees
and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded
against the other arising from or in connection with the loss of life, personal injury and/or
damage to property in connection with the failure to comply with the provisions of this Lease or
the breach of any warranty or representation of the indemnifying party contained herein.



     12.4 Remedies Cumulative. All remedies of Landlord and Tenant herein created or
remedies otherwise existing at law or in equity are cumulative and the exercise of one or more
rights or remedies shall not be taken to exclude or waive the right to the exercise of any other,
but in no event shall Landlord have the right to accelerate Rent payable hereunder. All such
rights and remedies may be exercised and enforced concurrently and whenever and as often as either
Landlord or Tenant shall, as applicable, deem necessary.



ARTICLE XIII




QUIET ENJOYMENT




     Landlord covenants and warrants that Landlord is the true and lawful owner in fee simple
(pleno dominio) of the Premises subject only to those liens and encumbrances set forth in
Exhibit “B” attached hereto (the “Permitted Exceptions”) and has good right and full power
to let and lease the same. Landlord agrees that, contingent upon Tenant’s compliance with the
terms of this Lease, Tenant shall quietly and peaceably hold, possess and enjoy the Premises for
the full Term of this Lease without any hindrance or molestation by any party whomsoever. Landlord
will defend the title to the Premises and the use and occupancy of the same by Tenant against the
lawful claims of all persons whomsoever, except those claiming by or through Tenant, and indemnify,
defend, protect and hold Tenant harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which



14









 







may at any time be imposed upon, incurred by or asserted or awarded against Tenant and arising from or
attributable to a breach by Landlord of the covenants and warranties set forth in this Article
XIII.



ARTICLE XIV




SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT




     14.1 Tenant=s Rights. This Lease shall be recorded in the Registry of Property
of Puerto Rico, Second Section of San Juan as set forth in Section 21.3, and shall
constitute a first priority lien on the Premises; provided, however, that this
Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the
“Mortgage”) of the Premises or all or any portion thereof, and any renewals, modifications,
replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is
entered into in respect of such Mortgage by the holder thereof (hereinafter, the “Mortgagee”)
acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after
the expiration of any applicable notice and grace period, the Term shall not be terminated or
modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use,
quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected
in any manner as a result of any act or omission of Landlord, including any breach of or default
under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be
applied in the manner provided in this Lease; (c) no such Mortgagee shall name or join Tenant as a
party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or
the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise
affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the
terms, covenants or conditions contained therein or in any other documents held by any such
Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such
Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with
any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be
set forth in the subordination agreement referred to in Section 14.2 and shall be binding
upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s
or foreclosure sale, or other party claiming by, through or under such Mortgagee



     14.2 Attornment Agreement. Upon request of the holder of a Mortgage to which this
Lease becomes subordinate, Tenant shall execute, acknowledge and deliver to such Mortgagee an
agreement: (a) to attorn to such Mortgagee as Landlord if such Mortgagee becomes Landlord
hereunder; and/or (b) not to make any payment of Rent for a period of more than one month in
advance; and/or (c) to subordinate this Lease to such Mortgage; provided, however,
that Tenant shall not be obligated to execute any such agreement until such Mortgagee shall have
executed and delivered to Tenant a non-disturbance and attornment agreement as provided in
Section 14.1 above; and, further provided, that in no event shall any of Tenant’s Property
be or become subject or subordinate to any Mortgage or other lien of any kind in favor of Landlord
or granted by Landlord to any Mortgagee or other person.



     14.3 Certain Limitations. Tenant shall not be required to execute or deliver any
instrument or document which, by its proposed terms, would (i) increase the amount of Rent or any
other monetary obligation of Tenant under this Lease, or (ii) require any modification or



15









 







change of
this Lease, or (iii) require Tenant to obtain the consent or approval of any Mortgagee
or other mortgagee or purchaser (or proposed mortgagee or purchaser) in order for Tenant to
exercise any of its existing rights, benefits or privileges under this Lease.



ARTICLE XV




TRANSFERS BY LANDLORD




     Subject to Tenant’s right of first refusal set forth in Section 20.1, Landlord shall
have the unfettered right to transfer its fee simple interest (pleno dominio) in the Premises from
time to time, but no such transfer or sale of Landlord’s interest hereunder shall release Landlord
from any of its obligations or duties under this Lease, unless Tenant consents in writing to the
assignment by Landlord of its rights and obligations under this Lease to the purchaser or
transferee in such sale or transfer, which consent shall not be unreasonably conditioned, withheld
or delayed. Landlord and Tenant hereby agree to record this Lease in the Registry of Property of
Puerto Rico, Second Section of San Juan as set forth in Section 21.3. Upon the expiration
of this Lease, Tenant shall, at its sole cost and expense, execute any and all public instruments
required to cancel this Lease and file any such public instrument for recordation in the Registry
of Property together with the payment of the corresponding filing and recording fees.



ARTICLE XVI




SIGNAGE




     Tenant shall have the right to install such directional signs and signs on the interior and
exterior of the Building as may be desired by Tenant, subject to compliance with the Requirements.
Landlord agrees to cooperate with Tenant in obtaining any permits and approvals required by the
Requirements, as well as any waivers, special use permits and other special permits as may be
required in order for Tenant to install any signs which exceed or differ from the signs permitted
by the Requirements.



ARTICLE XVII




ASSIGNMENT AND SUBLETTING; LEASEHOLD MORTGAGES




     17.1 Assignment and Subletting. Tenant shall have the right to assign this Lease or
to sublet all or any portion of the Premises, without Landlord’s consent, and provided that Tenant
remains liable for all of its obligations under this Lease, to (i) any corporation or other entity
with which Tenant is merged or consolidated or which is a subsidiary of Tenant or of which Tenant
is a subsidiary or with which Tenant is owned or commonly controlled, (ii) any corporation or other
entity which acquires all or substantially of the assets of Tenant or any successor to Tenant’s
assets or business by reason of merger, consolidation, reorganization, purchase of assets or action
of governmental or regulatory authority, (iii) any subsidiary or affiliate of Grupo Santander or
Santander BanCorp, including, without limitation, Santander Mortgage Corporation, Santander
Securities Corporation, Santander Asset Management Corporation, Santander Insurance Agency and
Santander Financial Services, Inc., or (iv) any existing tenant of the Building as of the Effective
Date. Tenant shall have the right to assign this Lease or to sublet all or any portion of the
Premises to any other third party not specified in the



16









 







preceding sentence, subject to obtaining
Landlord’s prior written consent, which shall not be
unreasonably withheld, conditioned or delayed. Such consent shall be deemed granted unless,
within ten (10) calendar days after Tenant has requested Landlord’s consent, Landlord disapproves
such request in writing specifying the reason or all of the reasons therefor and any curative
actions which may be taken. Tenant shall be entitled to any and all rent and other consideration
relating to any such subleasing or assignment contemplated in this Section 17.1.



     17.2 Leasehold Mortgages. Notwithstanding anything to the contrary in this Lease,
Tenant may at any time execute and deliver one or more mortgages, deeds to secure debt or deeds of
trust (any such mortgage, deed to secure debt or deed of trust is herein called a “Leasehold
Mortgage”) granting a lien or security interest in Tenant’s leasehold estate and rights hereunder
without the consent of Landlord; provided, however, that Tenant shall remain liable
hereunder for the payment of Rent and any additional rent payable hereunder and for performance of
all the obligations of Tenant under this Lease. In no event shall any such Leasehold Mortgage
encumber Landlord’s fee interest in the Premises. If either Tenant or the holder of any such
Leasehold Mortgage notifies Landlord of the existence of such Leasehold Mortgage and the address of
the holder thereunder for the service of notices, such holder shall be deemed to be a “Leasehold
Mortgagee” as such term is used in this Lease. Landlord shall be under no obligation under this
provision to any holder of a Leasehold Mortgage of whom Landlord has not received such notice.



          (a) If an event of default by Tenant under this Lease occurs, Landlord shall give written
notice thereof to any Leasehold Mortgagee, and Landlord shall take no action to terminate this
Lease or to interfere with the occupancy, use or enjoyment of the Premises, provided that (A) if
such event of default is a default in the payment of any installment of Rent or any additional
rent, such Leasehold Mortgagee cures such default not later than thirty (30) days after receipt of
such notice; (B) if such event of default is a default in observing or performing any other
covenant or condition to be observed or performed by Tenant hereunder, and such default can be
cured by such Leasehold Mortgagee without obtaining possession of the Premises, such Leasehold
Mortgagee remedies such default within thirty (30) days after receipt of such notice;
provided, however, in the case of a default that cannot with diligence be cured, or
the curing of which cannot be commenced, within such thirty (30) days, such Leasehold Mortgagee
shall have such additional period as may be necessary to cure such default with diligence and
continuity; or (C) if such event of default is a default that can only be remedied by such
Leasehold Mortgagee upon obtaining possession of the Premises, such Leasehold Mortgagee obtains
such possession with diligence and continuity, through a receiver or otherwise, and cures such
default within thirty (30) days after obtaining such possession; provided, however,
in the case of a default that cannot with diligence be cured, or the curing of which cannot be
commenced, within such period of thirty (30) days, such Leasehold Mortgagee shall have such
additional period as may be necessary to cure such default with diligence and continuity.




          (b) If any Leasehold Mortgagee or a person designated by such Leasehold Mortgagee either
becomes the owner of the interest of Tenant hereunder upon the exercise of any remedy provided for
in the Leasehold Mortgage, or enters into a new lease with Landlord as provided in clause (c)
below, such Leasehold Mortgagee or such person shall have the right to assign to any person such
interest or such new lease.




17









 








          (c) If this Lease terminates for any reason or is rejected or disaffirmed pursuant to
bankruptcy law or other law affecting creditors’ rights, any Leasehold Mortgagee or a person
designated by such Leasehold Mortgagee shall have the right, exercisable by notice to Landlord,
within thirty (30) days after the effective date of such termination, to enter into a new lease of
the Premises with Landlord. The term of said new lease shall begin on the date of the termination
of this Lease and shall continue for the remainder of the Term (including the right to exercise all
extension options pursuant to Section 3.2 above). Such new lease shall otherwise contain
the same terms and conditions as those set forth herein, except for requirements that are no longer
applicable or have already been performed, provided that such Leasehold Mortgagee shall have cured
all defaults on the part of Tenant hereunder that are susceptible of being cured by the payment of
money, and that such new lease shall require the tenant thereunder promptly to commence, and
expeditiously to continue, to cure all other defaults on the part of Tenant hereunder to the extent
susceptible of being cured. This provision shall survive the termination of this Lease and shall
continue in full force and effect thereafter to the same extent as if this provision were a
separate and independent contract among Landlord, Tenant and each Leasehold Mortgagee.




          (d) No Leasehold Mortgagee shall become personally liable for the performance or observation
of any covenants or conditions to be performed or observed by Tenant unless and until such
Leasehold Mortgagee becomes the owner of Tenant’s interest hereunder upon the exercise of any
remedy provided for in any Leasehold Mortgage or enters into a new lease with Landlord pursuant to
clause (c) above. Thereafter, such Leasehold Mortgagee shall be liable for (A) the performance and
observance of such covenants and conditions only so long as such Leasehold Mortgagee owns such
interest or is the lessee under such new lease, and (B) any defaults by such Leasehold Mortgagee
occurring during the period it owned such interest or was the lessee under such new lease.




          (e) Upon the reasonable request of any Leasehold Mortgagee, Landlord and Tenant shall
cooperate in including in this Lease by suitable amendment from time to time any provision for the
purpose of implementing the protective provisions contained in this Lease for the benefit of such
Leasehold Mortgagee in allowing such Leasehold Mortgagee reasonable means to protect or preserve
the lien of its proposed Leasehold Mortgage on the occurrence of a default under the terms of the
Lease. Landlord and Tenant shall execute, deliver and acknowledge any amendment reasonably
necessary to effect any such requirement; provided, however, that any such
amendment shall not in any way affect the Term or rental under this Lease nor otherwise in any
material respect adversely affect any rights of Landlord under this Lease.




ARTICLE XVIII




HAZARDOUS SUBSTANCES




     18.1 Definition of Hazardous Substances. “Hazardous Substances” for purposes of this
Lease shall be interpreted broadly to include, but not be limited to, any material or substance
that is defined, regulated or classified under any environmental law or other applicable federal,
state or local laws and the regulations promulgated thereunder as (i) a “hazardous substance”
pursuant to section 101 of the Comprehensive Environmental Response, Compensation and



18









 







Liability Act, 42 U.S.C. §9601(14), the Federal Water Pollution Control Act, 33 U.S.C.
§1321(14), as now or hereafter amended; (ii) a “hazardous waste” pursuant to section 1004 or
section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6903(5), 6921, as now or
hereafter amended; (iii) toxic pollutant under Section 307(a)(1) of the Federal Water Pollution
Control Act, 33 U.S.C. §1317(a)(1) as now or hereafter amended; (iv) a “hazardous air pollutant”
under Section 112 of the Clean Air Act, 42 U.S.C. §7412(a)(6), as now or hereafter amended; (v) a
“hazardous material” under the Hazardous Materials Transportation Uniform Safety Act of 1990, 49
U.S.C. §5102(2), as now or hereafter amended; (vi) toxic or hazardous pursuant to regulations
promulgated now or hereafter under the aforementioned laws or any Puerto Rico counterpart to any of
the aforementioned laws; or (vii) presenting a risk to human health or the environment under other
applicable federal, state or local laws, ordinances or regulations, as now or as may be passed or
promulgated in the future. “Hazardous Substances” shall also mean any substance that after release
into the environment or upon exposure, ingestion, inhalation or assimilation, either directly from
the environment or directly by ingestion through food chains, will or may reasonably be anticipated
to cause death, disease, behavior abnormalities, cancer or genetic abnormalities and specifically
includes, but is not limited to, asbestos, polychlorinated biphenyls (“PCBs”), radioactive
materials, including radon and naturally occurring radio nuclides, natural gas, natural gas
liquids, liquefied natural gas, synthetic gas, oil, petroleum and petroleum-based derivatives and
urea formaldehyde.



     18.2 Landlord’s Remediation Obligation. If at any time Hazardous Substances are
determined to be present on the Premises (other than Hazardous Substances introduced by Tenant or
parties claiming under Tenant as of the Effective Date), Landlord shall take all steps necessary to
promptly remove or otherwise abate all such Hazardous Substances in accordance with all applicable
Requirements. Landlord shall use its best efforts not to interfere with the conduct of Tenant’s
business during any such removal or abatement process. If Tenant determines, in its sole judgment,
that Landlord is unable or unwilling to take such steps to remove or abate the Hazardous Substances
condition, and that said condition has or will have a negative impact upon the conduct of Tenant’s
business or the safety and health of its employees or customers, then Tenant may, after giving
Landlord at least thirty (30) days’ advance notice, and Landlord has failed within such thirty (30)
days period to remove or abate the Hazardous Substances condition, elect to (i) terminate this
Lease without further liability to Tenant; or (ii) expend such sums as Tenant reasonably determines
are necessary to remove or abate the condition and to offset said amounts against the next Rent and
other charges due under this Lease. Notwithstanding the foregoing, if Landlord is able to
demonstrate to Tenant’s sole satisfaction that Landlord is able to remove or abate the Hazardous
Substances condition within a reasonable period of time and Landlord is diligently pursuing such
removal or abatement, Tenant shall have no right to terminate the Lease, but Tenant’s Rent and
other charges payable hereunder shall be equitably reduced to take into account the economic loss
to Tenant during the period in which the Hazardous Substances condition is being removed or abated
unless the subject Hazardous Substances were introduced by Tenant or parties claiming under Tenant.
Nothing herein shall be deemed to limit any other rights or remedies to which Tenant may be
entitled by reason of the existence of Hazardous Substances. If Tenant terminates this Lease, then
this Lease shall be of no further force or effect and neither party hereto shall have any further
rights, duties or liabilities hereunder other than those rights, duties and liabilities which have
arisen or accrued hereunder prior to the effective date of such termination.



19









 





     18.3 Landlord’s Indemnity. Landlord further covenants and agrees to indemnify,
defend, protect and hold Tenant harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon,
incurred by or asserted or awarded against Tenant and arising from or out of any Hazardous
Substances on, in, under or affecting all or any portion of the Premises (other than any Hazardous
Substances introduced by Tenant or parties claiming under Tenant) including, without limitation,
(i) the costs of removal of any and all Hazardous Substances from all or any portion of the
Premises; (ii) additional costs required to take necessary precautions to protect against the
release of Hazardous Substances on, in, under or affecting the Premises into the air, any body of
water, any other public domain or any surrounding areas; and (iii) compliance, in connection with
all or any portion of the Premises, with all applicable Requirements, and (iv) any additional
construction costs incurred by Tenant on account of such Hazardous Substances.



     18.4 Tenant’s Indemnity. Tenant shall handle, store, dispose, transport and maintain
any Hazardous Substances that it introduces in the Premises after the Effective Date in compliance
with all applicable Requirements. Tenant further covenants and agrees to indemnify, defend,
protect and hold Landlord harmless against and from any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses of any kind or of any nature whatsoever (including, without
limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon,
incurred by or asserted or awarded against Landlord and arising from or out of any Hazardous
Substances on, in, under or affecting all or any portion of the Premises introduced by Tenant or
parties claiming under Tenant after the Effective Date, including, without limitation, (i) the
costs of removal of any and all Hazardous Substances from all or any portion of the Premises; (ii)
additional costs required to take necessary precautions to protect against the release of Hazardous
Substances on, in, under or affecting the Premises into the air, any body of water, any other
public domain or any surrounding areas; and (iii) compliance, in connection with all or any portion
of the Premises, with all applicable Requirements.



     18.5 Survival. The provisions of this Article XVIII shall survive the
expiration or earlier termination of this Lease.



ARTICLE XIX




LANDLORD’S REPRESENTATIONS AND WARRANTIES




     19.1 Landlord’s Representations and Warranties. Landlord represents and warrants to
Tenant as follows:



          (a) The person signing this Lease has the full power and authority to execute this Lease on
behalf of Landlord, lease the Premises in accordance herewith and to otherwise perform the
obligations of Landlord hereunder, without the necessity of obtaining consent from any third party,
including, without limitation, any partner or lender. Landlord (i) has complete and full authority
to execute this Lease and to lease to Tenant good and marketable leasehold




20









 







title to the Premises, which is free and clear of all liens, encumbrances and other exceptions
to title except for the Permitted Title Exceptions; (ii) will execute and deliver such other
documents, instruments, agreements, including, but not limited to, deeds, affidavits and
certificates necessary to effectuate the transaction contemplated herein; and (iii) will take all
such additional action necessary or appropriate to effect and facilitate the consummation of the
lease transaction contemplated herein.




          (b) To the best of Landlord’s knowledge, there is no action, litigation, suit, proceeding or
investigation pending or threatened by any organization, person, individual or governmental agency,
including, without limitation, governmental actions under condemnation authority or proceedings
similar thereto, that affects the Premises (or any portion thereof) or Landlord that would become a
cloud on the title to the Premises or any portion thereof or that questions the validity or
enforceability of the transaction contemplated by this Lease or any action taken pursuant hereto in
any court or before or by any federal, district, county, or municipal department, commission,
board, bureau, agency or other governmental instrumentality.




          (c) Landlord has not received notice of any violations of any Requirements with respect to
the Premises, the occupancy thereof or construction thereon.




          (d) Landlord is not a “foreign person” as that term is defined in the Internal Revenue Code
Section 1445(f)(3), nor is the lease of the Premises subject to any withholding requirements
imposed by the Internal Revenue Code, including, but not limited to, Section 1445 thereof. LANDLORD
IS ENGAGED IN A TRADE OR BUSINESS IN PUERTO RICO AND, THEREFORE, THE RENT AND OTHER SUMS PAYABLE BY
TENANT TO LANDLORD UNDER THIS LEASE ARE NOT SUBJECT TO THE PUERTO RICO INCOME TAX WITHHOLDING
REQUIREMENTS PRESCRIBED BY SECTION 1150 OF THE PUERTO RICO INTERNAL REVENUE CODE OF PUERTO RICO, AS
AMENDED.




          (e) Landlord owns fee simple (pleno dominio) title to the Premises.




          (f) The execution, delivery and performance of this Lease by Landlord does not conflict or
will conflict with or results or will result in a breach of or constitute or will constitute a
default under any law or any order, writ, injunction or decree of any court or governmental
authority, or any agreement or instrument to which Landlord is a party or to which it or any of its
assets are bound.




          (g) The Premises are and will be free and clear of any leases, tenancies or claims of parties
in possession, except for this Lease.




ARTICLE XX




RIGHT OF FIRST REFUSAL




     20.1 Right of First Refusal. If Landlord or one or more members of the Control Group
(Landlord or such member, as applicable, the “Transferor”) receive and determine to accept during
the Term a bona fide offer from a third party to (i) in the case of the Landlord, purchase all or
part of the Premises, the Land, the Building and any improvements thereon, or (ii) in the



21









 







case of such members of the Control Group, purchase all or part of the outstanding direct or
indirect ownership interest in the Landlord resulting in a Change of Control (such Premises or
ownership interest, as applicable, the “Offered Asset”), prior to accepting such bona fide offer,
Transferor shall provide Tenant (and, in the case of any member of the Control Group, Landlord
shall cause such member to provide Tenant) with a first refusal right to purchase the Offered Asset
for cash (the “First Refusal Right”) on and subject to the following terms and conditions:



          (a) Transferor shall give written notice (the “Sale Notice”) to Tenant 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 fide offer.




          (b) Tenant shall have thirty (30) days (the “Election Period”) after the delivery by
Transferor to Tenant 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 Tenant’s
election to exercise the First Refusal Right (the “Exercise Notice”) to Transferor within the
Election Period).




          (c) If Tenant fails to exercise the First Refusal Right, within the Election Period, then,
Tenant shall have no further right to purchase the Offered Asset, except as may be expressly
provided for below in this clause (c), 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 Tenant notifies
Transferor that Tenant will not be exercising the First Refusal Right, for an aggregate
consideration which is not less than ninety-eight percent (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 Tenant 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.




          (d) If Tenant exercises the First Refusal Right within the Election Period, then such exercise
shall be deemed to create a contract between Tenant, on one hand, and Transferor, on the other
hand, pursuant to which Tenant 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 Asset to Tenant.




22









 








          (e) Each party shall bear its own legal fees and expenses and Transferor and Tenant (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 Tenant under this Article XXI, Landlord 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 Tenant, and Tenant 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.




          (f) 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 Landlord, or (ii) have
the sole and absolute right and power to direct or cause the direction of the management and
policies of the Landlord, 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.




ARTICLE XXI




MISCELLANEOUS




     21.1 Holding Over. In the event of Tenant’s continued occupancy of the Premises after
the expiration of the Term, or any earlier termination provided or permitted by this Lease, such
tenancy shall be from month-to-month. All covenants, provisions, obligations and conditions of
this Lease shall remain in full force and effect during such month-to-month tenancy, provided,
however, that Rent shall be equal to (i) for the first three (3) calendar months immediately after
such expiration or termination, one hundred and ten percent (110%) of the Rent payable by Tenant on
the last month immediately preceding such expiration or termination, and (ii) thereafter, one
hundred and thirty percent (130%) of the Rent payable by Tenant on the last month immediately
preceding such expiration or termination.



     21.2 Non-Waiver of Default. No acquiescence by either party to any default by the
other party hereunder shall operate as a waiver of its rights with respect to any other breach or
default, whether of the same or any other covenant or condition, nor shall the acceptance of rent
by Landlord at any time constitute a waiver of any rights of Landlord.



     21.3 Recordation. Landlord covenants and agrees that, on the Effective Date, it will
cooperate with Tenant and execute a public deed and any other document as may be necessary or
required to raise this Lease to the status of a recordable public instrument. In connection with
the recordation of this Lease in the Registry of Property of Puerto Rico, Second Section of San
Juan, Tenant shall bear the cost of the notarial and internal revenue stamps on the original and
first certified copy of the corresponding deed, the recordation fee payable in connection therewith
and the notarial tariff relating to such deed.



23









 





     21.4 Notices. All notices shall be in writing and shall be sent by either personal
delivery, a reputable overnight courier which keeps receipts of delivery (such as UPS or Federal
Express), through the facilities of the United States Post Office, postage prepaid, certified or
registered mail, return receipt requested, or by facsimile transmission. Unless expressly provided
to the contrary elsewhere in this Lease, any such notice shall be effective upon delivery, if
delivered by personal delivery or overnight courier, and on the date of the postmark, if sent by
U.S. mail in accordance with the above, and on the date of the confirmation of transmission by the
transmitting facsimile machine, if given by facsimile transmission, provided that a copy of such
notice is given in any other manner permitted hereunder within three (3) days after the date of
such facsimile transmission. Notices to the respective parties shall be sent to the following
addresses unless written notice of a change of address has been previously given pursuant hereto:



	 	 	 
	To Landlord:

	 	308 Colgate Palmolive
	 

	 	Metro Office Park
	 

	 	Guaynabo, Puerto Rico 00968
	 

	 	Attn: Jacobo Ortiz Murias
	 

	 	Facsimile: (787) 782-9110
	 
	 	 
	To Tenant:

	 	Banco Santander Puerto Rico
	 

	 	207 Ponce de León Avenue
	 

	 	San Juan, Puerto Rico 00917
	 

	 	Attention: General Counsel
	 

	 	Facsimile: (787) 777-4557
	 
	 	 
	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






     21.5 Successors and Assigns. All covenants, promises, conditions, representations,
and agreements herein contained shall be binding upon, apply and inure to the parties hereto and
their respective heirs, executors, administrators, successors, and permitted assigns.



     21.6 Time is of the Essence. Time is of the essence as to the performance of all of
the covenants, conditions, and agreements of this Lease.



     21.7 Partial Invalidity. If any provision of this Lease or the application thereof to
any person or circumstance shall to any extent be held invalid, then the remainder of this Lease or
the application of such provision to persons or circumstances other than those as to which it is
held invalid shall not be affected thereby, and each provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.



24









 





     21.8 Interpretation. In interpreting this Lease in its entirety, the printed
provisions of this Lease and any additions written or typed thereon shall be given equal weight,
and there shall be no inference, by operation of law or otherwise, that any provision of this Lease
shall be construed against either party hereto. Landlord and Tenant acknowledge that they and
their counsel have reviewed and revised this Lease and that any otherwise applicable rule of
construction or any other presumption to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Lease or any exhibits or
amendments hereto.



     21.9 Headings, Captions and References. The headings and section captions contained
in this Lease are for convenience only and do not in any way limit or amplify any term or provision
hereof. The use of the terms “hereof,” “hereunder” and “herein” shall refer to this Lease as a
whole, inclusive of the Exhibits, except when noted otherwise. The use of the masculine or neuter
genders herein shall include the masculine, feminine and neuter genders and the singular form shall
include the plural when the context so requires.



     21.10 Brokerage Commissions. Each party represents and warrants to the other that no
real estate broker or agent has been involved in the procurement of this Lease other than CB
Richard Ellis and Ríos Commercial Properties. Any brokerage or other compensation to CB Richard
Ellis and Ríos Commercial Properties related to this Lease shall be paid by Tenant. Each of Tenant
and Landlord represent and warrant that it has not retained any other broker, nor otherwise created
any claim for any brokerage or other compensation. Each party shall covenant and agree to
indemnify, defend, protect and hold the other party harmless against and from any and all damages,
losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever
(including, without limitation, attorneys’ and experts’ fees and disbursements) which may at any
time be imposed upon, incurred by or asserted or awarded against the other party by reason of any
breach of the foregoing warranties.



     21.11 Governing Law. This Lease shall be construed under the laws of the Commonwealth
of Puerto Rico.



     21.12 Relationship of Parties. Nothing contained in this Lease shall be deemed or
construed, either by the parties hereto or by any third party, to create the relationship of
principal and agent or create any partnership, joint venture or other association between Landlord
and Tenant.



     21.13 Force Majeure. In the event that either party shall be delayed or hindered in,
or prevented from, the performance of any work, service, or other act required under this Lease to
be performed by the party and such delay or hindrance is due to strikes, lockouts, acts of God,
governmental restrictions, enemy act, civil commotion, fire or other casualty, or other causes of a
like nature beyond the control of the party so delayed or hindered, then performance of such work,
service, or other act shall be excused for the period of such delay and the period for the
performance of such work, service, or other act shall be extended for a period equivalent to the
period of such delay. In no event shall a lack of financing be deemed an unavoidable delay
hereunder.



25









 





     21.14 Estoppel Certificates. Within twenty (20) days after the request by Tenant,
Landlord agrees to deliver to Tenant and to any potential mortgagee, assignee or purchaser of
Tenant’s interest in the Premises an estoppel certificate, in form and substance reasonably
satisfactory to both parties, certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, whether same is in full force and effect as modified, and
stating the modifications); that, to Landlord’s reasonable knowledge and belief, there are no
defenses or offsets thereto (or stating those claimed by Landlord); that there are no defaults by
Landlord or, to the reasonable knowledge and belief of Landlord, on the part of Tenant (or, if such
defaults exist, stating their nature). Within twenty (20) days after the request by Landlord,
Tenant agrees to deliver to Landlord any potential mortgagee or purchaser of or from Landlord an
estoppel certificate in the form attached hereto as Exhibit “C” (as modified to be
factually correct). No estoppel certificate provided pursuant to this provision shall amend or
modify this Lease. Tenant shall provide such estoppel certificates at no cost to Landlord except
that a charge of five hundred dollars ($500) shall be due and payable as to the second requested
estoppel certificate in any twelve (12) month period and all additional requested estoppel
certificates in such twelve (12) month period and as to any requested estoppel certificate which
requests confirmation of information not referenced above in this section (Tenant expressly
reserving the right to require the use of an estoppel certificate in the form attached hereto as
Exhibit “C”).



     21.15 Exculpation. Landlord hereby unconditionally and irrevocably releases and
discharges Tenant’s parent, subsidiaries and affiliated entities and the directors, officers,
agents and employees of such persons and of Tenant, from any and all liability whatsoever which may
now or hereafter accrue in favor of Landlord in connection with or arising under this Lease.
Landlord agrees to look solely to Tenant and its assets for the satisfaction of any liability or
obligation arising under this Lease or for the performance of any of the covenants, warranties or
other agreements contained herein. Tenant shall look solely to the estate and property of Landlord
in and to the Premises in the event of any claim against Landlord arising out of or in connection
with this Lease.



     21.16 Waiver of Landlord’s Lien. Landlord hereby waives in favor of Tenant its
landlord lien for rent against any and all of the property of Tenant, its parent, subsidiaries or
affiliates to the extent provided in the applicable laws, regulations or ordinances where the
Premises are located.



     21.17 Time Periods. If the time period by which any right, option or election
provided under this Lease must be exercised, or by which any act required hereunder must be
performed, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be
automatically extended through the close of business on the next regularly scheduled business day.



     21.18 Costs and Attorneys’ Fees. If either party brings or commences any legal action
or proceeding to enforce any of the terms of this Lease (or for damages by reason of an alleged
breach of this Lease), each party shall bear its own attorneys’ fees and costs.



     21.19 Counterparts. This Lease may be executed in several counterparts, each of which
may be deemed an original, and all of such counterparts together shall constitute one and the same
instrument.



26









 





     21.20 Entire Agreement. This Lease (including the Exhibits attached hereto) contains
the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous representations, statements, understandings, negotiations and
agreements, oral or written, between the parties, if any, with respect thereto.



     21.21 Landlord’s Access. Tenant shall permit Landlord to enter upon the Premises
during customary business hours of Tenant upon reasonable notice given at least three (3) business
days in advance, to make any necessary inspections of the Premises; provided,
however, that Landlord may only make one (1) inspection (each inspection to extend for no
more than three (3) days) during a period of three (3) consecutive calendar months.
Notwithstanding the foregoing, Landlord may not at any time during the Term post “For Rent,” “For
Sale” or similar signs in, on or about the Premises. In the event of any entry pursuant to this
Section 21.21, Landlord shall not interfere with the conduct of Tenant’s business.



     21.22 Exhibits. Each exhibit attached to and referred to in this Agreement is hereby
incorporated by reference as though set forth in full where referred to (by letter or description)
herein. The exhibits consist of:



          Exhibit “A” Legal Description of the Land




          Exhibit “B” Permitted Exceptions




          Exhibit “C” Form of Estoppel Certificate




[Signature Page Follows]




27









 








     IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to
execute and deliver this Lease under seal as of the Effective Date.



	 	 	 	 	 
	 	LANDLORD:




CORPORACIÓN HATO REY DOS,

a Puerto Rico corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Jacobo Ortiz Murias 	 
	 	 	Title:  	President
 	 
	 
	 	Date of execution: December 20, 2007 	 
	 
	 	TENANT:




BANCO SANTANDER PUERTO RICO,

a Puerto Rico banking corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Carlos Manuel García Rodríguez 	 
	 	 	Title:  	Senior Executive Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Rafael Samuel Bonilla Rodríguez 	 
	 	 	Title:  	Senior Vice President
 	 
	 
	 	Date of execution: December 20, 2007 	 



28









 






	 	 	 	 	 



EXHIBIT “A”




Legal Description of the Land






“URBANA: Parcela número tres (3). Parcela de terreno localizada en el Barrio Hato
Rey Norte, del término municipal de San Juan, Puerto Rico, con una cabida de tres
mil cuatrocientos setenta y tres punto cero ocho nueve nueve (3,473.0899) metros
cuadrados, equivalentes a cero punto ocho ocho tres seis (0.8836) cuerdas, en lindes
por el NORTE, SUR, y ESTE, con terrenos de la Administración de Terrenos (futuras
calles locales); y por el OESTE, con terrenos de la Administración de Terrenos
(Arterial Hostos existente).”



     The Land is recorded in the Registry of Property of Puerto Rico, Second Section of San Juan at
page (folio) 261 of volume (tomo) 1,295 of Río Piedras Norte, property number 35,972.



Exh. A-1









 





EXHIBIT “B”




Permitted Exceptions




     The liens and encumbrances of record with respect to the Land in the Registry of Property of
Puerto Rico, Second Section of San Juan.



Exh. B-1









 





EXHIBIT “C”




Form of Estoppel Certificate




TO:





			
	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”).





     The undersigned, as Tenant under the above referenced Lease, hereby certifies to the best of
its actual knowledge, as of the date hereof, the following:



     1. The undersigned has entered into occupancy of the Premises described in the Lease;



     2. The Lease is in full force and effect and has not been assigned, modified, supplemented or
amended in any way, except as follows:         
                                                                  
    .



     3. The Lease commenced on                                         



     4. The expiration date of the Lease is                                         , however, Tenant has additional
options to extend the term of the Lease as provided therein;



     5. Current annual Rent is $                    ; or, $                     per month;



     6. All conditions of the Lease to be performed by Landlord and necessary to the enforceability
of the Lease have been satisfied;



     7. There are no defaults by either Landlord or Tenant thereunder;



     8. No rents have been paid in advance of one (1) month; and



     9. There are no existing defenses or offsets which the undersigned has against the Landlord.



Exh. C-1









 





     This Estoppel Certificate is given solely for the information of the party to whom it is
addressed and may not be relied upon by any other person or entity. This Estoppel Certificate
shall not result in any modification of or amendment to the Lease.



	 	 	 	 	 
	 	BANCO SANTANDER PUERTO RICO,

a Puerto Rico banking corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 
	 
	 	Dated of execution:	 
	 




Exh. C-2