Any CBFI holders that, individually or together as a group, hold in the aggregate 10% or more of our CBFIs, will be entitled to appoint one member of the technical committee (and their respective alternate) for every 10% of our outstanding CBFIs that they hold, subject to the following terms:
(i) members appointed by holders that qualify as independent under the Mexican Securities Market Law and the related regulations will be appointed as independent members of the technical committee;
(ii) the right of the holders to appoint a member of the technical committee can be waived by the relevant holders by written notice to the Trustee, our Manager and the Common Representative; and
(iii) if, at any time, a holder or group of CBFI holders that has appointed a member of the board ceases to hold in the aggregate at least 10% of the outstanding CBFIs, such holders must submit a written notification to the Common Representative, the Trustee and our Manager, and such holder or group of CBFI holders must remove their designated member at the next holders’ meeting, and that designated member and his or her alternate will not be entitled to vote at any technical committee meeting and will not be considered for purposes of calculating the quorum requirements for installation and voting in technical committee meetings.
Prologis will have the right to appoint, and revoke the appointment of, the remaining members of the technical committee and to fill any vacancy of non-independent members, as long as any affiliate of Prologis Property México, S.A. de C.V. continues to be our Manager, in the understanding that, if Prologis Property México, S.A. de C.V. or any affiliate thereof ceases to be our Manager, the remaining members of the technical committee will be appointed by the holders’ meeting.