**Exhibit10.14**

**INTEREST PURCHASE ANDSALE AGREEMENT**

by and among

**BIDMEX HOLDING, LLC,**asBuyer,

and

**THE COMPANIES LISTED ONEXHIBIT A,**

**STRATEGIC MEXICANINVESTMENT PARTNERS, L.P.,**

and

**CARGILL FINANCIALSERVICESINTERNATIONAL, INC.,**asSellers,

and

**NATIONALUNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.,**

**AMERICAN GENERAL LIFEINSURANCE COMPANY,**

and

**AMERICAN GENERAL LIFE ANDACCIDENT INSURANCE COMPANY**

August 8, 2006

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**TABLE OF CONTENT**S
| **1.** | **Purchase  and Sale of Membership Interests**      | ** **                                               | **1**  |
|--------|-----------------------------------------------------|----------------------------------------------------------|--------|
|   | 1.1                                                 | Purchase  and Sale of Membership Interests               |   | 1 |
|   | 1.2                                                 | Purchase  Consideration                                  |   | 1 |
|   | 1.3                                                 | Verification  Procedure; Adjustment                      |   | 2 |
|   | 1.4                                                 | Closing                                                  |   | 3 |
|   | 1.5                                                 | Further Assurances                                       |   | 3 |
|   |                                                |                                                     |   |   |
| **2.** | **Representations  and Warranties of Each Company** | ** **                                               | **3**  |
|   | 2.1                                                 | Existence;  Good Standing; Authority of Each Company     |   | 4 |
|   | 2.2                                                 | Existence;  Authority of Subsidiaries                    |   | 4 |
|   | 2.3                                                 | Capitalization  of the Company                           |   | 5 |
|   | 2.4                                                 | Capitalization  of Subsidiary                            |   | 5 |
|   | 2.5                                                 | Assets of Subsidiary                                     |   | 5 |
|   | 2.6                                                 | No  Conflict                                             |   | 5 |
|   | 2.7                                                 | Financial Statements                                     |   | 6 |
|   | 2.8                                                 | Absence of  Undisclosed Liabilities                      |   | 6 |
|   | 2.9                                                 | Absence of  Certain Changes                              |   | 6 |
|   | 2.10                                                | Consents and  Approvals                                  |   | 9 |
|   | 2.11                                                | Litigation                                               |   | 9 |
|   | 2.12                                                | Taxes                                                    |   | 9 |
|   | 2.13                                                | Employees;  Employee Benefit Plan                        |   | 11 |
|   | 2.14                                                | Title to  and Sufficiency of Assets                      |   | 11 |
|   | 2.15                                                | Real  Property                                           |   | 12 |
|   | 2.16                                                | Labor and Employment  Matters                            |   | 12 |
|   | 2.17                                                | Permits;  Compliance with Laws                           |   | 12 |
|   | 2.18                                                | Contracts  and Commitments of the Company and Subsidiary |   | 12 |
|   | 2.19                                                | Intellectual  Property                                   |   | 15 |
|   | 2.20                                                | No Illegal Payments                                      |   | 15 |
|   | 2.21                                                | Transactions  with Related Persons                       |   | 15 |
|   | 2.22                                                | Solvency                                                 |   | 15 |
|   |                                                |                                                     |   |   |
| **3.** | **Representations  and Warranties of Sellers**      | ** **                                               | **15** |
|   | 3.1                                                 | Membership Interests                                     |   | 15 |
|   | 3.2                                                 | Authority                                                |   | 16 |
|   | 3.3                                                 | Brokers                                                  |   | 16 |
|   |                                                |                                                     |   |   |
| **4.** | **Representations  and Warranties of Buyer**        | ** **                                               | **17** |
|   | 4.1                                                 | Investment Intent                                        |   | 17 |
|   | 4.2                                                 | Authority                                                |   | 17 |
|   | 4.3                                                 | Brokers                                                  |   | 18 |

 

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| **5.** | **Certain  Covenants of Buyer, AIG and SMIP, the Companies and Sellers** | ** **                                              | **18** |
|--------|--------------------------------------------------------------------------|---------------------------------------------------------|--------|
|   | 5.1                                                                      | Regulatory  and Other Authorizations; Consents          |   | 18 |
|   | 5.2                                                                      | Further  Action                                         |   | 18 |
|   | 5.3                                                                      | Press  Releases                                         |   | 19 |
|   | 5.4                                                                      | No Solicitation                                         |   | 19 |
|   | 5.5                                                                      | Preparation  of Tax Returns; Payment of Taxes; Refunds. |   | 19 |
|   | 5.6                                                                      | Conveyance Taxes;  Costs                                |   | 20 |
|   |                                                                     |                                                    |   |   |
| **6.** | **Conditions To Closing**                                                | ** **                                              | **20** |
|   | 6.1                                                                      | Conditions  to the Buyer’s Obligations             |   | 20 |
|   | 6.2                                                                      | Conditions  to the Sellers’ Obligations            |   | 23 |
|   |                                                                     |                                                    |   |   |
| **7.** | **Survival of  Representations and Warranties; Indemnification**         | ** **                                              | **24** |
|   | 7.1                                                                      | Survival                                                |   | 24 |
|   | 7.2                                                                      | Indemnification  by Sellers                             |   | 24 |
|   | 7.3                                                                      | Treatment of  Indemnity Payments                        |   | 26 |
|   | 7.4                                                                      | Remedies Not Exclusive                                  |   | 26 |
|   |                                                                     |                                                    |   |   |
| **8.** | **General Provisions**                                                   | ** **                                              | **26** |
|   | 8.1                                                                      | Notices                                                 |   | 26 |
|   | 8.2                                                                      | Fees and Expenses                                       |   | 28 |
|   | 8.3                                                                      | Interpretation                                          |   | 28 |
|   | 8.4                                                                      | Counterparts                                            |   | 29 |
|   | 8.5                                                                      | Amendments                                              |   | 29 |
|   | 8.6                                                                      | Entire  Agreement; Severability                         |   | 29 |
|   | 8.7                                                                      | Third Party  Beneficiaries                              |   | 29 |
|   | 8.8                                                                      | Governing  Law                                          |   | 29 |
|   | 8.9                                                                      | Assignment                                              |   | 30 |
|   | 8.10                                                                     | Consent to Jurisdiction                                 |   | 30 |
|   | 8.11                                                                     | Mutual Drafting                                         |   | 30 |
|   | 8.12                                                                     | Acknowledgment                                          |   | 30 |
|   | 8.13                                                                     | Remedies                                                |   | 30 |
|   | 8.14                                                                     | Waiver                                                  |   | 30 |
|   |                                                                     |                                                    |   |   |
| **9.** | **Definitions**                                                          | ** **                                              | **31** |
|   | 9.1                                                                      | Definitions                                             |   | 31 |
|   | 9.2                                                                      | Other Definitions                                       |   | 35 |

 

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**EXHIBITS**

 
| Exhibit A |   | Sellers; Membership Interests; Purchase Price  Allocation |
|-----------|--------|-----------------------------------------------------------|
| Exhibit B |   | Form of Closing Reconciliation                            |
| Exhibit C |   | Comprehensive Transaction Documents                       |
| Exhibit D |   | Contributed Subsidiary Loans                              |
| Exhibit E |   | Refinanced Subsidiary Loans                               |
| Exhibit F |   | Assumed Loans                                             |
| Exhibit G |   | Subsidiary Portfolios                                     |

**SCHEDULES**
| Schedule 2.2         |   | Subsidiaries                                |
|----------------------|--------|---------------------------------------------|
| Schedule 2.4         |   | Capitalization of Subsidiary                |
| Schedule 2.5         |   | Assets of Subsidiary                        |
| Schedule 2.7         |   | Financial Statements                        |
| Schedule 2.8         |   | Absence of Undisclosed Liabilities          |
| Schedule 2.9         |   | Absence of Certain Changes                  |
| Schedule 2.10(a)     |   | Government Consents                         |
| Schedule 2.10(b)     |   | Third-Party Consents                        |
| Schedule 2.12        |   | Taxes                                       |
| Schedule 2.14        |   | Loans to the Company                        |
| Schedule 2.15        |   | Real Property                               |
| Schedule 2.17        |   | Permits                                     |
| Schedule 2.18(a)     |   | Contracts and Commitments of the Company    |
| Schedule 2.18(a)(x)  |   | Subservicing Agreements of the Company      |
| Schedule 2.18(a)(xi) |   | Pledges/Promissory Notes of the Company     |
| Schedule 2.18(b)     |   | Contracts and Commitments of the Subsidiary |
| Schedule 2.18(b)(ix) |   | Subservicing Agreements of the Subsidiary   |
| Schedule 2.19        |   | Intellectual Property                       |
| Schedule 2.21        |   | Transactions with Related Persons           |

 

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**THIS INTEREST PURCHASE AND SALE AGREEMENT**(this “Agreement”) is made and entered into as of August 8, 2006, by andamong Bidmex Holding, LLC, a Delaware limited liability company (“Buyer”),the Delaware limited liability companies listed on Exhibit A attachedhereto (each individually, a “Company,” and, collectively, the “Companies”),Strategic Mexican Investment Partners, L.P., a Texas limited partnership, onits behalf and on behalf of its Affiliates (“SMIP”), and CargillFinancial Services International, Inc., a Delaware corporation (“Cargill”and, together with SMIP, the “Sellers”). The Sellers and the Companies shall be collectively referred to as the “SellerEntities.”  National Union FireInsurance Company of Pittsburgh, Pa., a corporation incorporated under the lawsof Pennsylvania, American General Life Insurance Company, a corporationincorporated under the laws of Texas; and American General Life and AccidentInsurance Company, a corporation incorporated under the laws of Tennessee(collectively referred to as “AIG”), are each a party to this Agreement.

**WHEREAS**, the Sellers are thesole members of the Companies and collectively own beneficially and of record100% of the membership interests in each of the Companies, as set forth on ExhibitA attached hereto (collectively, the “Membership Interests”);

**WHEREAS**, the Sellers desire tosell to Buyer, and Buyer desires to purchase from the  Sellers, 100% of the Membership Interests onthe terms and conditions set forth herein;

**NOW, THEREFORE,** in considerationof the foregoing and the mutual covenants and agreements hereinafter set forth,and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereby agree as follows:

# **1.****                                      Purchaseand Sale of Membership Interests**

1.1***                                 Purchaseand Sale of Membership Interests*.**  Subject to the terms and conditions set forthin this Agreement and in reliance on the representations and warranties made byeach of the Seller Entities, at the Closing (as defined below), Buyer agrees topurchase from each Seller, and each Seller severally agrees to sell to Buyer,all of such Seller’s Membership Interests (as set forth under such Seller’s nameon Exhibit A) for the aggregate consideration, in respect of such Seller’sMembership Interests, equal to the sum of (i) the cash purchase price and (ii)15% of the membership interests in Buyer, in each case attributable to suchSeller’s Membership Interests in each Company set forth opposite such Company’sname on Exhibit A.  The sum of theconsideration payable to each Seller pursuant to this Section 1.1 shall equalthe aggregate consideration set forth in Section 1.2 below.

1.2***                                ******Purchase Consideration*.**  In consideration ofthe sale by Sellers to Buyer of the Membership Interests pursuant toSection 1.1, Buyer (i) will pay or cause to be paid acash purchase price to Cargill and (ii)(a) will pay or cause to be paid a cashpurchase price and (b) immediately prior to the execution of thisAgreement, has issued a 15% membership interest in the Buyer, in the case ofclauses (ii)(a) and (b) to SMIP.  Theaggregate cash purchase price payable to Sellers will be equal to $MxPs1,298.82 million (the “Closing Purchase Price”), as (i) reduced by theAIG Asset Purchase Price and the AIG Escrowed Funds and (ii) further reduced bythe SMIP Asset Purchase Price and the value calculated in Mexican Pesos of 15%of the membership interests in the Buyer and (iii) as adjusted, if necessary,pursuant to Section 1.3, to be converted at the Exchange Rate and paid in U.S.Dollars (the “Purchase Price”).  The

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Purchase Price will be paid by Buyer at, or within two(2) Business Days of, the Closing in U.S. Dollars by wire transfer ofimmediately available funds and the release of the AIG Escrowed Funds inaccordance with the terms and conditions of the Escrow Agreement.  Buyer will deliver toCargill a portion of the Purchase Price which is equal to the consideration towhich such Seller is entitled in respect of the Membership Interests held bysuch Seller as of the Closing as set forth on Exhibit A to the accountdesignated by Cargill in writing to the Buyer at least two (2) Business Daysprior to the Closing.  Buyer will deliver to SMIP the remainder ofthe Purchase Price.

1.3                                 ***Verification Procedure; Adjustment.***

### (a)                                  Within45 days after the Closing Date, the Buyer and its manager shall prepare anddeliver to Cargill and AIG a statement detailing a reconciliation of the cashflows generated by, and distributions (including debt service), if any, madeby, the Portfolios during the period from the Valuation Date through theClosing Date on a Portfolio by Portfolio basis measured against the cashbalance set forth in the unaudited balance sheets of the Companies and theunaudited balance sheets of the Subsidiaries as of the close of business on theValuation Date (together, the “Closing Reconciliation”).  Each Closing Reconciliation shall be preparedin accordance with the methodology set forth inthe form attached as Exhibit B hereto.  Unless Cargill delivers the Dispute Notice(as defined below) to Buyer within 15 days after receipt of the ClosingReconciliation, the Closing Reconciliation shall be deemed the “Final ClosingReconciliation,” shall be binding upon all parties and shall not be subject todispute or review.  If Cargill disagreeswith the Closing Reconciliation, Cargill may, within 15 days after receiptthereof, notify the Buyer in writing (the “Dispute Notice”), whichDispute Notice shall provide reasonable detail of the nature of each disputeditem on the Closing Reconciliation, including all supporting documentationthereto.  The Sellers and Buyer shallfirst use commercially reasonable efforts to resolve such dispute betweenthemselves and, if the parties are able to resolve such dispute, the ClosingReconciliation shall be revised to the extent necessary to reflect suchresolution, shall be deemed the “Final Closing Reconciliation” and shallbe conclusive and binding upon all parties and shall not be subject to disputeor review.  If the parties are unable toresolve the dispute within 30 days after receipt by the Buyer of the DisputeNotice, the parties shall submit the dispute to a mutually acceptableinternationally recognized accounting firm at such firm’s New York, New Yorkoffice (the “Accountants”).  TheAccountants shall act as experts and not arbiters and shall determine onlythose items in dispute on the Closing Reconciliation.  Promptly, but no later than 30 days afterengagement, the Accountants shall deliver a written report to the Sellers andBuyer as to the resolution of the disputed items.  The Closing Reconciliation as determined bythe Accountants shall be deemed the “Final Closing Reconciliation,”shall be conclusive and binding upon all parties and shall not be subject todispute or review.  The fees and expensesof the Accountants in connection with the resolution of disputes pursuant tothis Section 1.3(a) shall be borne equally by Sellers, on the one hand, andBuyer, on the other hand.

### (b)                                 Asprovided in Section 1.2 hereof, the portion of the Closing Purchase Priceapplicable to the Company or the Companies whose Portfolio was the subject ofthe dispute, shall be adjusted, dollar for dollar (in U.S. Dollars convertedfrom Mexican Pesos at the Exchange Rate), up or down, as appropriate, toreflect (x) any distributions (including debt

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### service) madesubsequent to the Valuation Date not in respect of pre-Valuation Date cashflows or (y) other necessary corrections of errors or omissions with respect tothe Estimated Closing Date Balance Sheet as corrected in the Final ClosingStatement. Within five (5) Business Days following the determination of a FinalClosing Statement in accordance with Section 1.3(a), (i) if an adjustmentis required in Buyer’s favor, each Seller shall pay to Buyer an amount equal tosuch Seller’s pro rata portion (as set forth under such Seller’s name oppositethe applicable Company name in column 4 of Exhibit A) of the amountof the required adjustment and, (ii) if an adjustment is required in Sellers’favor, Buyer shall pay to each Seller an amount equal to such Seller’s pro rataportion (as set forth under such Seller’s name opposite the applicable Companyname in column 4 of Exhibit A) of the amount of the required adjustment,in each case by wire transfer of immediately available funds to the accountdesignated by the receiving party at least two (2) Business Days inadvance.  If any payment required underthis Section 1.3(b) is not made in full within such three (3) Business Dayperiod, such payment will thereafter bear simple interest at an annual rateequal to the prime rate published in the Wall Street Journal plus two percent(2%) until paid in full.

### (c)                                  To the extent Buyer, on the one hand, andSellers, on the other, are each obligated to pay to the other an amount pursuantto this Section 1.3, such amounts may be set off against each other and theremaining balance shall be paid by the applicable party or parties inaccordance with this Section 1.3.

1.4                                 ***Closing*.**  The closing (the “Closing”) of the purchase and sale of the Membership Interestsand the other transactions contemplated by this Agreement shall be held at theoffices of Goodwin Procter LLP,599 Lexington Avenue, New York, New York (or at such other place as the Buyer and the Sellers maymutually determine), on a date mutually determined by the Buyer and theSellers on or after the date on which the conditions to Closing set forth inSections 6.1 and 6.2 of this Agreement have been satisfied or waived.  The date on which the Closing actually occursis sometimes referred to herein as the “Closing Date.”  It is understood andagreed that if all the transactions contemplated herein do not happen on theClosing Date, including without limitation the transactions contemplated by theAsset Sale and Purchase Agreement, the transactions that were effected will bereversed, the Closing Purchase Price shall be returned to the Buyer and theMembership Interests shall be returned to the Sellers.

1.5                                 ***Further Assurances*.** Sellers shall, from time to time after the Closing at the reasonablerequest of Buyer, execute and deliver such further instruments of transfer andtake such other action as may be reasonably required to more effectivelytransfer and vest in Buyer the Membership Interests and all rights thereto, andto fully implement the provisions of this Agreement.

**2.****                                      Representationsand Warranties of Each Company.**  In order to induce Buyer to enter into thisAgreement and consummate the transactions contemplated hereby, each Company,severally and only with respect to itself, and each Seller, severally withrespect to each and every Company, hereby makes the following representationsand warranties to Buyer.  For the avoidance of doubt, no Company ismaking any representation or warranty about any other

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Company and no Seller ismaking any representation or warranty about any membership interests other thanthe membership interests which it is selling.

2.1                                 ***Existence; Good Standing; Authority of Each Company*.**

### (a)                                  The Company is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State ofDelaware.  The Company has all requisitelimited liability company power and authority under the Delaware Limited LiabilityCompany Act, as amended from time to time, to conduct the businesses in whichit is engaged, to own, operate, lease, encumber and use its properties andassets that it purports to own or use, to perform its obligations and carry onits business as currently conducted.  TheCompany is duly licensed or qualified to do business as a foreign limitedliability company under the laws of each other jurisdiction in which thecharacter of its properties or in which the transaction of its business makessuch qualification necessary, except where the failure to be so licensed orqualified would not, individually or in the aggregate, have a Material AdverseEffect.  Copies of the Company’sCertificate of Formation (the “Company Certificate”) and Limited LiabilityCompany Agreement (the “Company LLC Agreement”), each as amended to dateand made available to Buyer’s counsel, are complete and correct and the Companyis not in violation of its Company Certificate or Company LLC Agreement.

### (b)                                 TheCompany has the limited liability company power and authority to execute anddeliver this Agreement and the other Comprehensive Transaction Documents towhich it is a party and to perform its obligations hereunder andthereunder.  The execution and deliveryof this Agreement and the other Transaction Documents, the performance by theCompany of its obligations hereunder and thereunder and the consummation of thetransactions contemplated hereby and thereby have been duly authorized by allrequisite action on the part of the Company. This Agreement has been duly executed and delivered by the Company and,assuming the due authorization, execution and delivery of this Agreement byBuyer, this Agreement constitutes a legal, valid and binding obligation of theCompany, enforceable against each Company in accordance with its terms, exceptas such enforceability may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws affecting creditors’ rightsgenerally and by general equitable principles.

2.2                                 ***Existence; Authority of Subsidiaries.***  Except for the Person set forth on Schedule2.2 opposite the name of each Company (in each case, the “Subsidiary”and together with the subsidiaries of each other Company, the “Subsidiaries”),the Company does not own, directly or indirectly, any capital stock of or otherequity interest in, or control, directly or indirectly, another Person, and theCompany is not, directly or indirectly, a party to, member of or participant inany partnership, joint venture or similar business entity.  The Subsidiary is duly organized andvalidly existing as a limited liability partnership with variable capital (“*sociedad de responsabilidad limitada de capital variable*”)under the laws of Mexico.  The Subsidiaryhas all requisite limited liability partnership power and authority under thelaws of Mexico, as amended from time to time, to conduct the businesses inwhich it is engaged, to own, operate, lease, encumber and use its propertiesand assets that it purports to own or use, to perform its obligations and carryon its business as currently conducted. The Subsidiary is duly licensed or qualified to do business as a foreigncorporation or foreign limited liability partnership under the

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laws of each other jurisdiction in which the characterof its properties or in which the transaction of its business makes suchqualification necessary, except where the failure to be so licensed orqualified would not, individually or in the aggregate, have a Material AdverseEffect.  Copies of the constituentdocuments of the Subsidiary, as amended to date and made available to Buyer’scounsel, are complete and correct.

2.3                                 ***Capitalization of the Company.***

### (a)                                  Asof the date of this Agreement, the Sellers are the only members of the Companyand the Membership Interests owned by the Sellers, as set forth on Exhibit A,constitute all of the outstanding membership interests of such Company.  The Company has no outstanding subscriptions,options, warrants, agreements, arrangements or commitments of any kind for orrelating to the issuance or sale of, any membership interests of theCompany.  The Company has no obligationto purchase, redeem, or otherwise acquire any of their membership interests orany interests therein.  All of theMembership Interests have been duly and validly authorized and issued.

### (b)                                 Thereare no preemptive rights, rights of first refusal, put or call rights orobligations or anti-dilution rights with respect to the issuance, sale orredemption of the Membership Interests, other than rights waivedhereunder.  There are no rights to havethe Membership Interests registered for sale to the public pursuant to the lawsof any jurisdiction, and there are no agreements relating to the voting orrestricting the transfer of the Membership Interests.

2.4                                 ***Capitalization of Subsidiary.***  Except for the Subsidiary, the Company doesnot own or control, directly or indirectly, any interest in any othercorporation, partnership, limited liability company, association or otherbusiness entity.  Except as set forth on Schedule2.4, the Company owns beneficially and of record all of the issued andoutstanding equity interests of the Subsidiary.

2.5                                 ***Assets of Subsidiary.*** The Subsidiary of each Company has been the sole owner of the Portfolioattributable to such Company as set forth on Schedule 2.5 opposite theSubsidiary’s name since the Valuation Date.

2.6                                 ***No Conflict.***  Neither the execution and delivery by theCompany of this Agreement and the other Comprehensive Transaction Documents towhich it is a party, nor the consummation by the Company of the transactions inaccordance with the terms hereof and thereof, conflicts with or results in abreach of any provisions of the Company LLC Certificate, the Company LLCAgreement or the organizational documents of the Subsidiary.  Assuming the consents, approvals andauthorizations contemplated by Section 2.11 are obtained, the execution anddelivery by the Company of this Agreement and the other ComprehensiveTransaction Documents to which it is a party and the consummation by theCompany and Sellers of the transactions in accordance with the terms hereof andthereof do not and will not (i) violate, or conflict with, or result in abreach of any provision of, or constitute a default (or an event which, withnotice or lapse of time or both, would constitute a default), or give rise to aright of termination, cancellation or acceleration of any obligation or loss ofany material benefit, require

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any notice to, declaration or filing with, or consentor waiver, constitute a change of control, require the payment of a penaltyunder or result in the imposition of any encumbrance on the Company’s or itSubsidiary’s assets under any of the terms, conditions or provisions of anynote, bond, mortgage, indenture, deed of trust, lease, permit, license,authorization, contract or other agreement to which the Company or its Subsidiaryis a party or by which the Company, its Subsidiary or any of their respectiveproperties or assets is bound and (ii) violate, conflict with or result in aviolation of, or constitute a default (whether after the giving of notice,lapse of time or both) under, any provision of any law, regulation or rule, orany order of, or any restriction imposed by, any court or governmental agencyapplicable to the Company or its Subsidiary.

2.7                                 ***Financial Statements.*** The Company has delivered to Buyer on the date hereof the followingfinancial statements:

### (a)                                  Unauditedbalance sheet of the Company and the audited balance sheet of the Subsidiary asof December 31, 2005 (collectively, the “Balance Sheet”) and statementsof income, changes in equity, and cash flow for the fiscal year then ended foreach of the Company and the Subsidiary, together with the notes thereto and thereports thereon of the Subsidiary’s independent certified public accountants;and

### (b)                                 Unauditedbalance sheet of the Company and unaudited balance sheet of the Subsidiary(collectively, the “Unaudited Balance Sheet”) as of close of business onFebruary 28, 2006 (the “Valuation Date”) and the related statements ofincome and cash flow as of such date for each of the Company and theSubsidiary.

The financial statements described in clauses (a) and(b) above, together with the unaudited balance sheet of the Company and theunaudited balance sheet of the Subsidiary as of the last day of each fiscalmonth ended after the Valuation Date and the related statements of income andcash flow for each such fiscal month for each of the Company and theSubsidiary, are collectively referred herein as the financial statements (the “FinancialStatements”) and are hereby delivered as Schedule 2.7.

Subject to the absence of footnotes, narrativedisclosures and year-end audit adjustments with respect to any unauditedFinancial Statements, the Financial Statements have been prepared in accordancewith U.S. GAAP with respect to the Companies and Mexican GAAP with respect tothe Subsidiaries consistently applied, and present fairly in all materialrespects the consolidated financial condition of the Company.

2.8                                 ***Absence of Undisclosed Liabilities.***  Except as may be disclosed on Schedule 2.8or shown on the Balance Sheet, and except for liabilities incurred in theordinary course of business, consistent with past practices, since the date ofthe Balance Sheet, the Company and, to Seller’s Knowledge, the Subsidiarieshave no liabilities or obligations of any nature, whether accrued, absolute,contingent, asserted or unasserted, liquidated or unliquidated, matured orunmatured, or otherwise (each, a “Liability”).

2.9                                 ***Absence of Certain Changes.*** Except as contemplated by the Transaction Documents or as set forth on Schedule2.9, from the Valuation Date to the date of this

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Agreement, the Company has operated only in theordinary course of business consistent with past practices and there has notbeen any:

### (a)                                  changein the Company’s authorized or issued Membership Interests or the Subsidiary’sauthorized and issued equity interests; grant of any option, right to purchaseor similar right regarding the Membership Interests of the Company or equityinterests of the Subsidiary; purchase, redemption, retirement, or otheracquisition by the Company of any such Membership Interests or by theSubsidiary of any such equity interests; declaration or payment of any dividendor other distribution or payment (including debt service) in respect of theMembership Interests of the Company or equity interests of the Subsidiary sincethe Valuation Date; split, combination or reclassification of any of theMembership Interests of the Company or equity interests of the Subsidiary orissuance or authorization for the issuance of any other securities in respectof, in lieu of, or in substitution for any of the Company’s or the Subsidiary’sother securities, or granted any options, warrants or other rights to purchaseor obtain (including upon conversion, exchange or exercise) any of the Company’sMembership Interests or the Subsidiary’s equity interests; or purchase,redemption or other acquisition of any of the Company’s Membership Interests orthe Subsidiary’s equity interests or any rights warrants or options to acquireany such Membership Interests or equity interests;

### (b)                                 damageto or destruction or loss of any asset or property of the Company whether ornot covered by insurance, which has had or could be reasonably likely to,individually or in the aggregate, have a Material Adverse Effect;

### (c)                                  incurrenceof indebtedness or guarantee of debt or other liability of any third party bythe Company, or incurrence of indebtedness or guarantee of debt of any thirdparty by the Subsidiary;

### (d)                                 changein the accounting policies, procedures, methods or principles, collectionpolicies, pricing policies or payment policies used by the Company, other than(i) write-downs or write-offs in the value of assets as required by U.S.GAAP, or (ii) such adjustments as may be required by U.S. GAAP as a resultof the transactions contemplated by this Agreement, or change in the accountingpolicies, procedures, methods or principles, collection policies, pricingpolicies or payment policies used by the Subsidiary, other than(x) write-downs or write-offs in the value of assets as required byMexican GAAP, or (y) such adjustments as may be required by Mexican GAAP as aresult of the transactions contemplated by this Agreement;

### (e)                                  changein the assets, liabilities, condition (financial or other), properties,business, operations or prospects of the Company, which change by itself or inconjunction with all other such changes, whether or not arising in the ordinarycourse of business, has had or could be reasonably likely to, individually orin the aggregate, have a Material Adverse Effect;

### (f)                                    mortgage,lien or other encumbrance placed on any of the properties of the Company or, tothe Sellers’ knowledge, its Subsidiaries, other than purchase money liens andliens for taxes not yet due and payable;

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### (g)                                 purchase,sale or other disposition, or any agreement or other arrangement for thepurchase, sale or other disposition, of any properties or assets by the Companyinvolving the payment or receipt of more than $50,000, or purchase, sale orother disposition of any properties or assets by the Subsidiaries involving thepayment or receipt of any amount, in either case from the Valuation Datethrough June 30, 2006;

### (h)                                 paymentor discharge of a lien or liability of the Company which was not shown on theBalance Sheet or incurred in the ordinary course of business thereafter;

### (i)                                     contingentliability incurred by the Company as guarantor or otherwise with respect to theobligations of others or any cancellation of any material debt or claim owingto, or waiver of any material right of, the Company, including any write-off orcompromise of any accounts receivable other than in the ordinary course ofbusiness consistent with past practice;

### (j)                                     obligationor liability incurred by the Company or the Subsidiary to any of its directorsor the Sellers, or any loans or advances made by the Company or the Subsidiaryto any of its directors or the Sellers;

### (k)                                  amendmentor termination of any material contract or agreement to which the Company is aparty or by which it is bound;

### (l)                                     changein magnitude or method of determination of the servicing fee under the existingservicing agreements or in the Servicing Costs and Asset Level Expenses, eachas defined in the Servicing Agreement;

### (m)                               othertransaction entered into by the Company or the Subsidiary other thantransactions in the ordinary course of business;

### (n)                                 exceptas provided in this Agreement, any amendment to the Company Certificate orCompany LLC Agreement or the Subsidiary’s Deed of Incorporation or Bylaws;

### (o)                                 changein collection practices of the Subsidiary with respect to its Portfolio;

### (p)                                 madeany Tax election with respect to the Company or any Subsidiary, settled orcompromised any Tax liability, extended any statute of limitations with respectto Taxes, or otherwise changed in any material respect the tax policies of theCompany or any of its Subsidiaries;

### (q)                                 prepaymentof any loans from its Subsidiary, members, managers, officers, or directors toany Person affiliated with any of the foregoing, (ii) change in its borrowingarrangements, (iii) modification, amendment or termination of any of its or theSubsidiary’s material contracts, except as specifically provided in thisAgreement, or (iv) waiver, release or assignment of any material rights orclaims; and

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### (r)                                    enteringinto any written agreement to do any of the actions described in clauses (a)through (q).

2.10                           ***Consentsand Approvals.***

### (a)                                  Exceptas set forth on Schedule 2.10(a), the execution, delivery andperformance of this Agreement by the Company and Sellers will not, as of theClosing Date, require any consent, approval, authorization or other action by,or filing with or notification to, any federal, state, local, or any foreigngovernment, governmental, regulatory or administrative authority, agency orcommission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”).

### (b)                                 Exceptas set forth on Schedule 2.10(b), the execution, delivery andperformance of this Agreement by the Company and Sellers will not, as of theClosing Date, require any third-party consents, approvals, authorizationsor actions.

2.11                           ***Litigation.***  There is no litigation or governmental oradministrative proceeding or investigation pending or, to the Knowledge of theCompany, threatened against the Company or affecting the properties or assetsof the Company, or, as to matters related to the Company, against any directoror member of the Company in their respective capacities in such positions, nor,to the Knowledge of the Company, has there occurred any event nor does thereexist any condition on the basis of which any such claim may be asserted, whichcould reasonably be expected to adversely impact the ability of Sellers toconsummate the transactions contemplated in this Agreement and the otherComprehensive Transaction Documents to which each such Seller is a party orcause any representation or warranty made by the Sellers hereunder to beuntrue.

2.12                           ***Taxes.***

### (a)                                              (i)                                     TheCompanies and their Subsidiaries have paid or caused to be paid all Taxesrequired to be paid by them.  All Taxesrequired to be withheld by the Companies or any of their Subsidiaries including, but not limited to,Taxes arising as a result of payments to foreign persons or to employees of theCompanies or any of their Subsidiaries, have been collected and withheld, andhave either been paid to the respective governmental agencies, set aside inaccounts for such purpose, or accrued, reserved against, and entered on thebooks and records of the particular Company or such Subsidiary;

##### (ii)                                  each Company and eachSubsidiary of a Company have, in accordance with applicable law, duly filedwith the appropriate federal, state, local, foreign and any other Taxing Authorities all material Tax Returns requiredto be filed by or with respect to such Company and each of its Subsidiaries(including with respect to the Seller Loans, the Portfolio and all otherassets, liabilities, and business of such Company or any of its Subsidiaries),and such Tax Returns are complete and accurate in all material respects.  Schedule 2.12(a)(ii) lists all of theincome and other material Tax Returns filed with respect to each Company andeach of its Subsidiaries for taxable

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##### periodsended on or after January 1, 2001, and said Schedule indicates those TaxReturns that have been audited or currently are the subject of an audit.  For each taxable period ending after January1, 2001, Sellers have delivered to Buyer correct and complete copies of allincome and other material Tax Returns filed by, and all material examinationreports and material statements of deficiencies, in each case relating toincome and other material Taxes, assessed against or agreed to by, each Companyor any of its Subsidiaries;

##### (iii)                               neither the IRS nor anyother Taxing Authority is now asserting or threatening to assert against anyCompany or any Subsidiary of a Company any deficiency or claim for additionalTaxes.  No claim has ever been made by aTaxing Authority in a jurisdiction where a Company or any of its Subsidiariesdoes not file Tax Returns that such Company or any Subsidiary of such Companyis or may be subject to taxation by that jurisdiction.  There are no security interests on any of theassets of any Company or any Subsidiary of such Company that arose inconnection with any failure (or alleged failure) to pay any Taxes.  No Company and no Subsidiary of a Company hasever entered into a closing agreement pursuant to Section 7121 of the Code (orany similar provision of foreign, state or local law);

##### (iv)                              except as set forth on Schedule2.12(a)(iv), no Company and no Subsidiary of a Company has received anywritten notice of deficiency or assessment from any federal, state, local,foreign or any other Taxing Authority with respect to liabilities for Taxes whichhave not been paid or finally settled;

##### (v)                                 except as set forth onSchedule 2.12(a)(v), no audit or examination of any Tax Returnconcerning any Company or any Subsidiary of a Company is pending, beingconducted or threatened in writing by a Taxing Authority;

##### (vi)                              no extension or waiver ofthe statute of limitations for the assessment or collection of any Taxes hasbeen granted by any Company or any Subsidiary of a Company;

##### (vii)                           no Company and no Subsidiaryof a Company has ever been (or has ever had any liability for unpaid Taxesbecause it once was) a member of an “affiliated group” (as defined in Section1504(a) of the Code).  None of theCompanies and their Subsidiaries has ever filed, or has ever been required tofile, a consolidated, combined or unitary tax return with any otherentity.  None of the Companies and theirSubsidiaries is a party to, nor has any obligation under, any tax sharingagreement.  None of the Companies andtheir Subsidiaries has any liability for the Taxes of any Person as a transfereeor successor, by contract or otherwise;

##### (viii)                        except as set forth on Schedule2.12(a)(viii), for all Tax periods since formation, each Company and eachSubsidiary has been properly classified for all federal, state and local incometax purposes as a partnership and not as an association or a publicly tradedpartnership within the meaning of Section 7704(b) of the Code and the

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##### Treasury Regulations thereunder, and none of the Companies, theirSubsidiaries and the Sellers has ever taken any position inconsistent with thesuch classifications;

##### (ix)                                except as set forth on Schedule2.12(a)(ix), there are no outstanding powers of attorney enabling anyPerson that is a current or former employee, agent or representative of Cargillor any of its Affiliates to represent any Company or any of the Companies’Subsidiaries with respect to Tax matters;

##### (x)                                   For purposes of thisAgreement, all references to Sections of the Code shall include any predecessorprovisions to such Sections.

### (b)                                 Forthe purposes of this Agreement:

##### (i)                                     “Tax” or “Taxes”means any federal, state, local or foreign income, gross receipts, capitalgains, franchise, alternative or add-on minimum, estimated, sales, use, goodsand services, transfer, registration, value added, excise, natural resources,severance, stamp, occupation, premium, windfall profit, environmental, customs,duties, real property, special assessment, personal property, capital stock,social security, unemployment, employment, disability, payroll, license,employee or other withholding, contributions or other tax, of any kindwhatsoever, including any interest, penalties or additions to tax or additionalamounts in respect of the foregoing.

##### (ii)                                  “Taxing Authority”shall mean any governmental authority, body or entity (including, withoutlimitation, any administrative and regulatory authority, agency, department,board, commission or instrumentality) having jurisdiction over the assessment,determination, collection or other imposition of any Tax.

##### (iii)                               “Tax Returns” means returns, declarations, reports, claims forrefund, information returns or other documents (including any related orsupporting schedules, statements or information) filed or required to be filedin connection with the determination, assessment or collection of Taxes of anyparty or the administration of any laws, regulations or administrativerequirements relating to any Taxes.

2.13                           ***Employees; Employee Benefit Plan.***  The Company does not currently have and hasnever had any employees.  The Companydoes not maintain or contribute to and has never maintained or contributed to,any employee benefit plan within the meaning of Section 3(3) of the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), any fringe benefit, stockoption, equity-based compensation, phantom stock, bonus or incentive plan,severance pay policy or agreement, retirement, pension, profit sharing ordeferred compensation plan or agreement, or any similar plan or agreement orany plan or arrangement providing compensation to employees or non-employeedirectors.

2.14                           ***Title to and Sufficiency of Assets.***  Each Company has good, valid and marketabletitle to all assets material to its business and to those assets reflected onthe Balance Sheet or acquired by it after the date thereof (except forproperties disposed of since that date in the ordinary course of business),free and clear of any claims, mortgage, pledge, lien, conditional

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sale agreement, securitytitle, Encumbrance or other charge, except for liens for Taxes not yet due andpayable and liens expressly contemplated by the Transaction Documents.  All loans set forth on Schedule 2.14opposite the Company’s name have been contributed to the Company.  The assets of the Company are sufficient forthe conduct of its business as presently conducted.

2.15                           ***Real Property. ***The Company does not own orlease any real property.  To the Seller’sKnowledge, the real property owned and leased by the Subsidiaries is listed on Schedule2.15.

2.16                           ***Labor and Employment Matters. ***Neither the Company nor theSubsidiary is a party to any employment, severance or consulting agreementswith any manager, agent, director, officer or consultant, except as set forthon Schedule 2.18(b).

2.17                           ***Permits; Compliance with Laws***.  Each of the Company and the Subsidiary hasall franchises, authorizations, approvals, orders, consents, licenses,certificates, permits, registrations, qualifications or other rights andprivileges (collectively “Permits”) necessary to permit it to own itsproperty and to conduct its business as it is presently conducted or proposedto be conducted and all such Permits are valid and in full force and effect,except where the failure to maintain or obtain any such Permit could notreasonably be expected to, individually or in the aggregate, have a MaterialAdverse Effect.  No Permit is subject totermination as a result of the execution of this Agreement or consummation ofthe transactions contemplated hereby.  Schedule2.17 contains a complete and accurate list of all material Permits held bythe Company or the Subsidiary, as the case may be.  Each of the Company and the Subsidiary is nowand has heretofore been in compliance with all applicable statutes, judgments,decrees, ordinances, orders, rules and regulations promulgated by any U.S.federal, state, municipal, non-U.S. or other governmental authority, whichapply to the conduct of its business or by which any property or asset of theCompany or the Subsidiary, as the case may be, is bound, except where thefailure to be in compliance could not reasonably be expected to, individuallyor in the aggregate, have a Material Adverse Effect.  The Company has never entered into or beensubject to any judgment, consent decree, compliance order or administrativeorder with respect to any aspect of the business, affairs, properties or assetsof the Company or received any request for information, notice, demand letter,administrative inquiry or formal or informal complaint or claim from anyregulatory agency with respect to any aspect of the business, affairs,properties or assets of the Company.

2.18                           ***Contracts and Commitments of the Company andSubsidiary*.**

### (a)                                  Exceptas expressly contemplated by the Transaction Documents or as set forth on Schedule2.18(a) (with true and correct copies of each agreement referred to thereinprovided to Buyer), the Company is not a party or subject to or bound by:

##### (i)                                     anycontract or agreement involving a potential commitment or payment by theCompany in excess of $50,000;

##### (ii)                                  anycontract, lease or agreement which is not cancelable by the Company withoutpenalty on not less than 90 days notice;

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##### (iii)                               anycontract containing covenants directly or explicitly limiting in any respectthe freedom of the Company to compete in any line of business or with anyperson or entity;

##### (iv)                              anyindenture, mortgage, promissory note, loan agreement, guaranty or otheragreement or commitment for borrowing or any pledge or security arrangement;

##### (v)                                 anyredemption or purchase agreements or other agreements affecting or relating tothe Membership Interests of the Company, other than the limited liabilitycompany operating agreement of such Company, including, without limitation, anyagreement with any member of the Company which includes anti-dilution rights,registration rights, voting arrangements, operating covenants or similarprovisions;

##### (vi)                              anyroyalty, dividend or similar arrangement based on the revenues or profits ofthe Company or any contract or agreement involving fixed price or fixed volumearrangements;

##### (vii)                           anyjoint venture or partnership agreement or other agreement which involves asharing of revenues, profits, losses, costs or liabilities by the Company withany other Person;

##### (viii)                        anyacquisition, merger or similar agreement;

##### (ix)                                anycontract with any Governmental Authority;

##### (x)                                   anysubservicing agreements other than those set forth on Schedule 2.18(a)(x);

##### (xi)                                anypledge or promissory note other than those set forth on Schedule 2.18(a)(xi)with respect to the Assumed Loans;

##### (xii)                             anycontract not executed in the ordinary course of business; or

##### (xiii)                          anyother material contract.

All suchcontracts, agreements, leases and instruments are in full force and effect andconstitute legal, valid and binding obligations of the Company and, to theKnowledge of the Company, of the other parties thereto, and are enforceableagainst the Company in accordance with their respective terms (except as suchenforceability may be limited by bankruptcy, insolvency, reorganization,moratorium or similar laws affecting creditors’ rights generally and by generalequitable principles).  The Company hasno Knowledge of any notice or threat to terminate any such contracts,agreements, leases or instruments. Neither the Company nor, to the Knowledge of the Company, any otherparty is in default in complying with any provisions of any such contract,agreement, lease or instrument, or any other contract, agreement, lease orinstrument, and no condition or event or fact exists which, with notice, lapseof time or both, could constitute a default thereunder on the part of theCompany, except for any such default,

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condition, event or factthat, individually or in the aggregate, could not reasonably be expected tohave a Material Adverse Effect.

### (b)                                 Exceptas (i) expressly contemplated by the Transaction Documents, (ii) set forthon Schedule 2.18(b) (with true and correct copies of each agreementreferred to therein provided to Buyer), or (iii) to any contracts, commitmentsor any indenture, mortgage, promissory note, loan agreement, guaranty or otheragreement or commitment for borrowing or any pledge or security arrangementrelating to a specific loan or asset or group of loans, or property derivedtherefrom, that are included in the Portfolio owned by the Subsidiary, theSubsidiary is not a party or subject to or bound by:

##### (i)                                     anycontract or agreement involving a potential commitment or payment by theSubsidiary in excess of $50,000;

##### (ii)                                  anycontract, lease or agreement which is not cancelable by the Subsidiary withoutpenalty on not less than 90 days notice;

##### (iii)                               anycontract containing covenants directly or explicitly limiting in any respectthe freedom of the Subsidiary to compete in any line of business or with anyperson or entity;

##### (iv)                              anyredemption or purchase agreements or other agreements affecting or relating tothe equity interests of the Subsidiary, including, without limitation, anyagreement which includes anti-dilution rights, registration rights, votingarrangements, operating covenants or similar provisions;

##### (v)                                 anyroyalty, dividend or similar arrangement based on the revenues or profits ofthe Subsidiary or any contract or agreement involving fixed price or fixedvolume arrangements;

##### (vi)                              anyjoint venture or partnership agreement or other agreement which involves asharing of revenues, profits, losses, costs or liabilities by the Subsidiarywith any other Person;

##### (vii)                           anyacquisition, merger or similar agreement;

##### (viii)                        anycontract with any Governmental Authority;

##### (ix)                                anysubservicing agreements other than those set forth on Schedule 2.18(b)(ix);

##### (x)                                   anypledge or promissory note evidencing indebtedness of the Subsidiary;

##### (xi)                                anycontract not executed in the ordinary course of business; or

##### (xii)                             anyother material contract.

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All contracts,agreements, leases and instruments listed on Schedule 2.18(b), except asnoted thereon, are in full force and effect and constitute legal, valid andbinding obligations of the Subsidiary and, to the Knowledge of the Subsidiary,of the other parties thereto, and are enforceable against the Subsidiary inaccordance with their respective terms (except as such enforceability may belimited by bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting creditors’ rights generally and by general equitableprinciples).  The Subsidiary has noKnowledge of any notice or threat to terminate any such contracts, agreements,leases or instruments.  Neither theSubsidiary nor, to the Knowledge of the Subsidiary, any other party is indefault in complying with any provisions of any such contract, agreement, leaseor instrument, or any other contract, agreement, lease or instrument, and nocondition or event or fact exists which, with notice, lapse of time or both,could constitute a default thereunder on the part of the Subsidiary, except forany such default, condition, event or fact that, individually or in theaggregate, could not reasonably be expected to have a Material Adverse Effect.

2.19                           ***Intellectual Property. ***Except as set forth on Schedule 2.19, the Companyis the owner of, or has an unlimited, royalty-free, sublicenseable right touse, the name of the Subsidiary in Mexico.

2.20                           ***No Illegal Payments. ***At all times, the Company and the Subsidiary havecomplied with all applicable anti-money laundering and similar laws including,without limitation, the USA Patriot Act and the Foreign Corrupt Practices Act.

2.21                           ***Transactions with Related Persons. ***Except as set forth on Schedule2.21, neither Seller nor any Affiliate of either Seller, or any Personcontrolled by such Seller or Affiliate (a) owns any interest in any assetused in the business of any Company or any Subsidiary or (b) is a party toany executory contract with any Company or Subsidiary which calls for anyportion of the contract performance to occur on or after the Closing Date.

2.22                           ***Solvency. ***Neither the Company nor theSubsidiary: (a) has made a general assignment for the benefit of creditors; (b)has filed any voluntary petition in bankruptcy or suffered the filing of anyinvoluntary petition by its creditors; (c) has suffered the appointment of areceiver to take possession of all, or substantially all, of its assets; (d)has suffered the attachment or other judicial seizure of all, or substantiallyall, of its assets; (e) with respect to the Company, is unable to pay its debtsas they come due; or (f) has made an offer of settlement, extension orcomposition to its creditors generally.

**3.****                                      Representations and Warranties of Sellers. **In order to induceBuyer to enter into this Agreement and consummate the transactions contemplatedhereby, each Seller hereby, severally makes to Buyer the followingrepresentations and warranties with respect to such Seller.

3.1                                 ***Membership Interests. ***Seller owns of record and beneficially the percentage ofMembership Interests set forth under such Seller’s name on Exhibit Aattached hereto, which Membership Interests, when combined with the other Seller’sMembership Interests, constitute 100% of the Membership Interests in theCompanies.  Such Membership Interestsare, and when delivered by such Seller to Buyer pursuant to this Agreement willbe, free and clear of any and all Encumbrances.

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3.2                                 ***Authority*.**

### (a)                                  Sellerhas full right, power and authority either individually or under its governingdocuments to execute and deliver this Agreement, the other ComprehensiveTransaction Documents to which such Seller is a party and each agreement,document and instrument to be executed and delivered by or on behalf of suchSeller pursuant to hereto or thereto and to carry out the transactionscontemplated hereby and thereby.  ThisAgreement and the other Comprehensive Transaction Documents to which suchSeller is a party and each agreement, document and instrument executed anddelivered by such Seller pursuant hereto or thereto constitutes a valid andbinding obligation of such Seller, enforceable in accordance with theirrespective terms (except as such enforceability may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws affecting creditors’rights generally and by general equitable principles), and has been dulyauthorized by all necessary action under each Seller’s charter, by-laws, orgoverning partnership agreement, as applicable, and such Seller has full powerand authority to transfer, sell and deliver the Membership Interests to Buyerpursuant to this Agreement.

### (b)                                 Neitherthe execution and delivery by Seller of this Agreement, the other ComprehensiveTransaction Documents to which Seller is a party and the other agreements,documents and instruments contemplated hereby or thereby, nor the consummationby such Seller of the transactions in accordance with the terms hereof andthereof, conflicts with or results in a breach of any provisions of such Seller’sorganizational documents.  The executionand delivery by Seller of this Agreement, the other Comprehensive TransactionDocuments to which such Seller is a party and the other agreements, documentsand instruments contemplated hereby and thereby, and the consummation by suchSeller of the transactions in accordance with the terms hereof and thereof, willnot (i) violate, or conflict with, or result in a breach of any provision of,or constitute a default (or an event which, with notice or lapse of time orboth, would constitute a default), or give rise to a right of termination,cancellation or acceleration of any obligation or loss of any material benefit,require any notice to, declaration or filing with, or consent or waiver,constitute a change of control, require the payment of a penalty under orresult in the imposition of any encumbrance on such Seller under any of theterms, conditions or provisions of any note, bond, mortgage, indenture, deed oftrust, lease, permit, license, authorization, contract or other agreement towhich such Seller is a party or by which such Seller or any of such Seller’srespective properties or assets is bound or (ii) violate, conflict with orresult in a violation of, or constitute a default (whether after the giving ofnotice, lapse of time or both) under, any provision of any law, regulation orrule, or any order of, or any restriction imposed by, any court or governmentalagency applicable to such Seller.

3.3                                 ***Brokers. ***Neither the Sellers nor any oftheir respective Affiliates (including the Companies and the Subsidiaries) haveincurred or become liable for any broker’s commission or finder’s fee relatingto or in connection with this Agreement or the other Comprehensive TransactionDocuments to which any such Seller is a party or the transactions contemplatedhereby or thereby other than the fees owed to Stephens Cori Capital, for whichfees the Sellers and their Affiliates (but excluding the Companies and theSubsidiaries) are and shall be liable to Stephens Cori Capital.

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**4.****                                      Representations and Warranties of Buyer. **In order to induceeach Company and Sellers to enter into this Agreement and consummate thetransactions contemplated hereby, Buyer and each of AIG and SMIP, as members ofBuyer and in accordance with their respective percentage membership interestsin Buyer, hereby makes to Sellers the following representations and warranties.

4.1                                 ***Investment Intent. ***Buyer is acquiring the Membership Interests solely forthe purpose of investment and not with a view to, or for offer or sale inconnection with, any distribution thereof. Buyer is an “accredited investor” as such term is defined in Rule 501under the Securities Act of 1933 (the “Securities Act”).  Buyer acknowledges that the MembershipInterests to be acquired by Buyer pursuant to the transactions contemplatedhereby have not been registered under the Securities Act or the securities lawsof any state or other jurisdiction and cannot be disposed of unless they aresubsequently registered under the Securities Act and the securities laws of anyapplicable state or other jurisdiction or an exemption from such registrationis available.

4.2                                 ***Authority*.**

### (a)                                  Buyerhas full right, power and authority either individually or under its governingdocuments to execute and deliver this Agreement, the other ComprehensiveTransaction Documents to which Buyer is a party and each agreement, documentand instrument to be executed and delivered by or on behalf of Buyer pursuanthereto and thereto and to carry out the transactions contemplated hereby andthereby.  This Agreement, the otherComprehensive Transaction Documents to which Buyer is a party and eachagreement, document and instrument executed and delivered by Buyer pursuant tothis Agreement constitutes a valid and binding obligation of Buyer, enforceablein accordance with their respective terms (except as such enforceability may belimited by bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting creditors’ rights generally and by general equitable principles), andhas been duly authorized by all necessary action under Buyer’s governingoperating agreement and Buyer has full power and authority to purchase theMembership Interests from Sellers pursuant to this Agreement.

### (b)                                 Neitherthe execution and delivery by Buyer of this Agreement, the other ComprehensiveTransaction Documents to which Buyer is a party and the other agreements,documents and instruments contemplated hereby, nor the consummation by Buyer ofthe transactions in accordance with the terms hereof and thereof, conflictswith or results in a breach of any provisions of Buyer’s organizationaldocuments.  The execution and delivery byBuyer of this Agreement, the other Comprehensive Transaction Documents to whichBuyer is a party and the other agreements, documents and instrumentscontemplated hereby, and the consummation by Buyer of the transactions inaccordance with the terms hereof and thereof, will not (i) violate, or conflictwith, or result in a breach of any provision of, or constitute a default (or anevent which, with notice or lapse of time or both, would constitute a default),or give rise to a right of termination, cancellation or acceleration of anyobligation or loss of any material benefit, require any notice to, declarationor filing with, or consent or waiver, constitute a change of control, requirethe payment of a penalty under or result in the imposition of any encumbranceon Buyer under any of the terms, conditions or provisions of any note, bond,mortgage, indenture, deed of

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### trust, lease,permit, license, authorization, contract or other agreement to which Buyer is aparty or by which Buyer or any of Buyer’s respective properties or assets isbound and (ii) violate, conflict with or result in a violation of, orconstitute a default (whether after the giving of notice, lapse of time orboth) under, any provision of any law, regulation or rule, or any order of, orany restriction imposed by, any court or governmental agency applicable toBuyer.

4.3                                 ***Brokers. ***Buyer has not incurred orbecome liable for any broker’s commission or finder’s fee relating to or inconnection with this Agreement or the other Comprehensive Transaction Documentsto which Buyer is a party and the transactions contemplated hereby and thereby.

# **5.****                                      Certain Covenants of Buyer, AIG and SMIP, theCompanies and Sellers**

5.1                                 ***Regulatory and Other Authorizations; Consents*.**

### (a)                                  TheCompanies and Buyer shall, and Sellers, on the one hand, and AIG and SMIP onthe other hand, shall cause the Companies and Buyer, respectively, to use theirgood faith commercially reasonable efforts to obtain the authorizations,consents, orders and approvals necessary for their execution and delivery of,and the performance of their obligations pursuant to, this Agreement, includingany filings with the Mexican Antitrust Commission, the Mexican National Bankingand Securities Commission or the Central Bank of Mexico, as applicable.  If required by the Foreign Competition Statutesand if the appropriate filing pursuant to the Foreign Competition Statutes hasnot been filed prior to the date hereof, each party hereto agrees to make anappropriate filing with respect to the transactions contemplated by thisAgreement within five (5) Business Days after the date hereof and to supplypromptly any additional information and documentary material that may berequested pursuant to the Foreign Competition Statutes.  The parties hereto will not take any actionthat will have the effect of delaying, impairing or impeding the receipt of anyrequired approvals and shall promptly respond to any requests for additionalinformation from any Governmental Authority or filings in respect thereof.  Buyer, on the one hand, and Sellers, on theother, shall share equally all filing and related fees in connection with anysuch filings which must be made by any of the parties under the ForeignCompetition Statutes.

### (b)                                 Sellersshall use their good faith reasonable efforts to assist the Companies inobtaining the consents of third parties listed on Schedule 2.10 (a) andwith respect to third parties listed on Schedule 2.10(b), including (i)providing to such third parties such financial statements and other financialinformation as such third parties may reasonably request, and(ii) agreeing to good faith commercially reasonable adjustments to theterms of the agreements with such third parties (provided that neither partyhereto shall be required to agree to any increase in the amount payable withrespect thereto).

5.2                                 ***Further Action. ***Each of the parties heretoshall use its respective commercially reasonable efforts to take or cause to betaken all appropriate action, do or cause to be done all things necessary,proper or advisable, and execute and deliver such documents and other papers,as may be required to carry out the provisions of this Agreement and consummateand make effective the transactions contemplated by this Agreement.

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5.3                                 ***Press Releases. ***The parties hereto will, andwill cause each of their Affiliates and representatives to, maintain theconfidentiality of this Agreement and will not, and will cause each of theirAffiliates not to, issue or cause the publication of any press release or otherpublic announcement with respect to this Agreement or the transactionscontemplated hereby without the prior written consent of the other partieshereto which consent shall not be unreasonably withheld; provided, however,that a party may, without the prior consent of the other parties hereto, issueor cause publication of any such press release or public announcement to theextent that such party reasonably determines, after consultation with outsidelegal counsel, such action to be required by law or by the rules of anyapplicable self-regulatory organization, in which event such party will use itscommercially reasonable efforts to allow the other parties hereto reasonabletime to comment on such press release or public announcement in advance of itsissuance.

5.4                                 ***No Solicitation. ***Except as otherwise providedherein, unless and until this Agreement shall have been terminated inaccordance with its terms, each Company and Sellers agree and covenant thatneither Sellers nor any Company will, directly or indirectly, initiate, solicitor encourage any inquiries or the making or implementation of any proposal oroffer with respect to a merger, acquisition, or similar transaction involvingthe purchase of the Companies, the Subsidiaries or the Portfolios, all orsubstantially all of the Companies’ or the Subsidiaries’ assets, or theMembership Interests, except for the sale of loans of the Portfolios, or assetsderived from such loans, in the ordinary course of business.

5.5                                 ***Preparation of Tax Returns; Payment of Taxes;Refunds.***

### (a)                                  Responsibilityfor Filing Tax Returns.

#### (i)                                     Sellersshall prepare or cause to be prepared at their own cost, all federal and stateincome Tax Returns for the Companies that are required to be filed after theClosing Date with respect to periods that end on or prior to the ClosingDate.  Sellers shall provide draftversions of such Tax Returns to the Buyer not later than thirty (30) days priorto the extended due date for filing such Tax Returns.  The Buyer shall notify Sellers of anyproposed changes not later than fifteen (15) days after delivery of such draftTax Returns pursuant to the preceding sentence. Sellers shall make changes to such draft Tax Returns that are reasonablyrequested by the Buyer to the extent that such changes (A) are with respect toa position or item that was initially reported on such draft Tax Returns in amanner inconsistent with the past practices of the applicable Company, (B) ifaccepted, would cause such position or item to be consistent with the pastpractices of such Company.  To the extentthat Buyer prepares and files (or causes to be prepared and filed) Tax Returnsthat include a Pre-Closing Period and which shows or could show an amount ofTaxes due on such Tax Return for which Sellers may be liable thereunder, Buyershall cause such Tax Returns to be prepared in a manner consistent with pastpractices.

#### (ii)                                  Sellers(and their Subsidiaries and Affiliates) shall not amend any Tax Returns of anyCompany or any Subsidiary for any Pre-Closing Period without the prior writtenconsent of Buyer, which shall be withheld only if such amendment couldreasonably be

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#### expected tohave an adverse effect on the Tax Liability or a Tax position of any of Buyer,the Companies, the Subsidiaries and their Affiliates with respect to a periodafter the Closing Date.

### (b)                                 TaxRefunds.  Any refund received by aCompany or a Subsidiary (after the Closing) with respect to Taxes of theCompany or a Subsidiary for a period other than a Pre-Closing Period shall bepaid over to the Buyer.  Any refundreceived by the Company or a Subsidiary with respect to Taxes of a Company or aSubsidiary attributable to a Pre-Closing Period shall be paid over to theSellers.

### (c)                                  Cooperation.  Buyer and Sellers shall cooperate fully, asand to the extent reasonably requested by the other parties, in connection withthe filing of Tax Returns, any Tax audits, proceedings or other claims, the authorizationand execution of any appropriate powers of attorney to accomplish theforegoing, and other Tax related matters. Such cooperation shall include, upon the Buyer’s request, providingrecords and information that are reasonably relevant to any such matters,making employees available on a mutually convenient basis to provide additionalinformation, and explaining any materials provided pursuant to this Section.

### (d)                                 Tax-SharingAgreements.  All tax sharingagreements, tax indemnification agreements, or similar agreements with respectto or involving any Company or any Subsidiaries shall be terminated as of theClosing Date and, after the Closing Date, no Company and no Subsidiary shall bebound thereby or have any liability thereunder.

### (e)                                  Statutesof Limitation.  Buyer agrees tonotify Sellers of any extension of any statute of limitation relating to TaxReturns of a Company or a Subsidiary in respect of periods prior to the ClosingDate.

5.6                                 ***Conveyance Taxes; Costs. ***Buyer, on the one hand, and Sellers, on the other, shallbe equally liable for any transfer, value added, excise, stock transfer, stamp,recording, registration and any similar taxes that become payable in connectionwith the acquisition by Buyer of the Membership Interests, and the applicableparties shall file such applications and documents as shall permit any such taxto be assessed and paid on or prior to the Closing Date in accordance with anyavailable pre-sale filing procedure; provided, that Sellers shallpay any such Taxes with respect to the contribution of the Seller Loans.

# **6.****                                      Conditions To Closing**

6.1                                 ***Conditions to the Buyer’s Obligations. ***The Buyer’s obligation toperform the actions required to consummate this Agreement contemplated to beperformed on or before the Closing Date is subject to satisfaction, or writtenwaiver by the Buyer, of each of the following conditions:

### (a)                                  ComprehensiveTransaction Documents.  Buyer shallhave received evidence reasonably satisfactory to Buyer, in its sole discretionexercised in good faith, of the agreement, completion, and delivery, ifapplicable, of the Comprehensive Transaction Documents.

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### (b)                                 Amendmentand Restatement of LLC Agreements. Buyer shall have received evidence reasonably satisfactory to Buyer, inits sole discretion, of the amendment and restatement of the limited liabilitycompany operating agreement of each Company, respectively, effective as of theClosing in form mutually acceptable to Buyer and the Sellers.

### (c)                                  SRLMaster.  SRL Master shall have beenformed by the MKM Entities and have constituent documents acceptable to themembers of Buyer, in each member’s sole discretion.

### (d)                                 SubsidiaryLoans.  Buyer shall have receivedevidence reasonably satisfactory to Buyer, in its sole discretion, that, atleast one day prior to the Closing Date, each of the Subsidiary loans listed onExhibit D was contributed to its respective Company and each of theloans listed on Exhibit E was or is to be refinanced (contemporaneouslywith the Closing) by the Subsidiaries through the issuance of new notes to theSRL Master.

### (e)                                  Completionof Due Diligence.  Buyer shall havereceived evidence to its satisfaction, exercised in good faith, that alloutstanding due diligence matters have been resolved by each Company, eachSubsidiary and the Sellers.

### (f)                                    AssetSale and Purchase Agreement.  Thesatisfaction or waiver by the parties to the Asset Sale and Purchase Agreementof the conditions to the obligations of the Sellers’ and Buyers’ Affiliates toclose under the Asset Sale and Purchase Agreement.

### (g)                                 Certificatesof Sellers.  (i) All of therepresentations and warranties regarding each Company or Subsidiary in Article2 and each Seller in Article 3 (A) that are qualified as to “materiality” (oras to “Material Adverse Effect”) will be true and correct in all respects as ofthe date hereof and must be true and correct in all respects as if made on theClosing Date, and (B) that are not qualified as to “materiality” (or as to“Material Adverse Effect”) will be true and correct in all material respects asof the date hereof and must be true and correct in all material respects as ifmade on the Closing Date; (ii) the Companies, the Subsidiaries and each Sellermust have performed and complied in all material respects with all of itscovenants and agreements to be performed prior to or at the Closing; and (iii)each Seller must deliver to the Buyer at the Closing a certificate, in form andsubstance reasonably satisfactory to the Buyer, confirming satisfaction of theconditions in clauses (i) and (ii) above.

### (h)                                 Injunctions.  No action or proceeding will have beeninstituted or threatened prior to or on the Closing Date before anyGovernmental Authority pertaining to the transactions contemplated by thisAgreement or the Asset Sale and Purchase Agreement, the result of which wouldprevent or make illegal the consummation of this Agreement or the Asset Saleand Purchase Agreement.  No GovernmentalAuthority will have enacted, issued, promulgated, enforced or entered anystatute, rule, regulation, injunction or other order (whether temporary,preliminary or permanent) that is in effect and has the effect of prohibitingthe consummation of the transactions contemplated by this Agreement or theAsset Sale and Purchase Agreement.

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### (i)                                     GovernmentalApprovals.  Each GovernmentalAuthority, including without limitation the Mexican Antitrust Commission, MexicanNational Banking and Securities Commission and the Central Bank of Mexico, thatis required to consent, authorize or approve under any applicable law, rule,order or regulation the consummation of this Agreement or the Asset Sale andPurchase Agreement will have consented to, authorized, permitted or approvedthe transactions, and waiting periods (and any extensions thereof) under theForeign Competition Statutes applicable to the transactions contemplated bythis Agreement will have expired or been terminated.

### (j)                                     Consents.  The Companies will have obtained all Consentsset forth on Schedule 2.10.

### (k)                                  NoMaterial Adverse Change.  There shallnot have been any event, fact, circumstance or effect that, individually or inthe aggregate, resulted in, caused or would reasonably be expected to cause aMaterial Adverse Effect, taken as a whole, and servicing costs fromMarch 1,2006 to theClosing Date shall have been no greater than the pro rata service costs forsuch period from the prior year.

### (l)                                     Opinionsof Counsel.  The Companies andSellers will have furnished the Buyer with the opinions of James Dingel, RickVander Woude, Haynes and Boone, LLP and Kuri Breña, Sánchez Ugarte, Corcuera yAznar, S.C., special counsel to the Companies, Sellers and Residencial Oeste,in forms mutually acceptable to Buyer and the Sellers.

### (m)                               FIRPTACertificate.  Sellers will havedelivered to the Buyer a certificate meeting the requirements of TreasuryRegulations Section 1.1445-2(c)(3).

### (n)                                 Assignmentof Membership Interests.  The Buyerwill have received (i) an Assignment of Membership Interests, in formmutually acceptable to Buyer and the Sellers, executed by each Seller, and(ii) a power of attorney from Residencial Oeste, in a form reasonablysatisfactory to the Buyer, authorizing Buyer or its designee to act on behalfof Residencial Oeste, and (iii) a power of attorney from Residencial Oeste in aform reasonably satisfactory to Buyer, authorizing Enrique Benedicto JimenezMoran to act on behalf of Residencial Oeste.

### (o)                                 Resignations.  The Buyer will have received a writtenassignment of Cargill’s rights as agents for the lenders of each Company, andresignations from the owner’s representative for each Subsidiary and the solemanager of each Subsidiary, effective as of the Closing Date.

### (p)                                 Secretary’sCertificates.  The Buyer will havereceived a certificate executed by the manager of Residencial Oeste and each ofthe Companies certifying (i) the names of the employees of the manager forsuch entity authorized to sign this Agreement, the Asset Sale and PurchaseAgreement and the other Comprehensive Transaction Documents to which it is aparty, together with the true signatures of such employees; (ii) copies ofresolutions duly adopted by the manager of such entity authorizing thetransactions and the appropriate employees of the manager for such entity toexecute and deliver this Agreement and all

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### agreements, documents and instruments executed by such entity pursuanthereto, and to consummate the transactions; (iii) certificates issued bythe Secretary of State of Delaware, dated within ten (10) Business Days of theClosing Date, stating that each such entity has legal existence and is in goodstanding in the State of Delaware; and (iv) the Buyer will have receivedsatisfactory evidence, issued by the applicable Mexican Public Registry ofCommerce, which shall be dated not more than fifteen Business Days prior to theClosing Date, stating that Residencial Oeste and each Subsidiary has legalexistence in its jurisdiction of organization.

### (q)                                 Guarantee.  The Buyer will have received from FirstCityFinancial Corporation the unconditional guarantee in favor of the Buyer in formmutually acceptable to Buyer and the Sellers (the “Guarantee”).  At all times after the date hereof untilsatisfaction of all obligations of SMIP hereunder and under the Asset Sale andPurchase Agreement and payment in full of all amounts due hereunder and underthe Asset Sale and Purchase Agreement, the Guarantee shall remain in full forceand effect.

### (r)                                    EntityClassification.  Prior to the ClosingDate, Sellers shall have filed IRS Forms 8832 to change the classification ofeach Seller SRL that is classified as an association (and not as a partnership)for U.S. tax purposes and shall have provided a copy of each such form toBuyer.  Effective prior to the ClosingDate, each Seller SRL shall be classified as a partnership for U.S. taxpurposes.

6.2                                 ***Conditions to the Sellers’Obligations. ***The Sellers’ obligation toperform the actions required to consummate this Agreement contemplated to beperformed on or before the Closing Date is subject to satisfaction, or writtenwaiver by the Sellers, of each of the following conditions:

### (a)                                  Certificate ofBuyer.  (i) All of therepresentations and warranties of the Buyer in Article 4 (A) that are qualifiedas to “materiality” (or as to “Material Adverse Effect”) will be true andcorrect in all respects as of the date hereof and must be true and correct inall respects as if made on the Closing Date, and (B) that are not qualified asto “materiality” (or as to “Material Adverse Effect”) will be true and correctin all material respects as of the date hereof and must be true and correct inall material respects as if made on the Closing Date; (ii) the Buyer musthave performed and complied in all material respects with all of its covenantsand agreements to be performed prior to or at the Closing and (iii) theBuyer must deliver to the Sellers at the Closing a certificate, in form andsubstance reasonably satisfactory to the Sellers confirming satisfaction of theconditions in clauses (i) and (ii) above.

### (b)                                 Payment of PurchasePrice.  Delivery of the paymentsrequired pursuant to Sections 1.2 shall have been made.

### (c)                                  GovernmentalApprovals.  Each GovernmentalAuthority, including the Mexican Antitrust Commission, Mexican National Bankingand Securities Commission and the Central Bank of Mexico, that is required toconsent, authorize or approve under any applicable law, rule, order orregulation the consummation of this Agreement will have consented to,authorized, permitted or approved the transactions, and any waiting periods(and any extensions

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### thereof) under the Foreign Competition Statutes applicable to thetransactions contemplated by this Agreement will have expired or beenterminated.

### (d)                                 Opinion of Counsel.  The Buyer will have furnished the Sellerswith the opinions of Goodwin Procter LLPand Mijares, Angoitia, Cortés y Fuentes, S.C., special Mexican counsel to theBuyer, in substantially the form attached hereto as Exhibit H.

### (e)                                  Secretary’sCertificate.  The Sellers will havereceived a certificate executed by the manager of the Buyer certifying(i) the names of the employees of manager of the Buyer authorized to signthis Agreement and the other Comprehensive Transaction Documents to which it isa party, together with the true signatures of such employees; (ii) copiesof resolutions duly adopted by the manager of Buyer authorizing thetransactions contemplated by this Agreement and the appropriate employees ofthe manager of the Buyer to execute and deliver this Agreement and allagreements, documents and instruments executed by the Buyer pursuant hereto,and to consummate the transactions; and (iii) certificates issued by the Secretaryof State of Delaware, dated within ten (10) Business Days of the Closing Date,stating that Buyer has legal existence and is in good standing in the State ofDelaware.

# **7.****                                      Survival of Representations and Warranties;Indemnification**

7.1                                 ***Survival.***

### (a)                                  Subject to thelimitations and other provisions of this Agreement, the representations andwarranties of the parties hereto contained herein and in the other TransactionDocuments to which it is a party or in any writing or certificate deliveredpursuant to or in connection herewith or therewith, as the case may be, shallsurvive the Closing and shall remain in full force and effect (i) with respectto Sections 2.1, 2.2, 2.3, 2.4 and 2.12hereof for the period established in the applicable statute of limitations, and(ii) with respect to all other representations and warranties for two (2)years, except that in the case of fraud with respect to any representation orwarranty contained herein, clauses (i) and (ii) above shall not apply to anylimitation set forth in this Agreement (whether a temporal limitation, a dollarlimitation or otherwise).

### (b)                                 The covenants of eachparty set forth in this Agreement shall survive forever.

## 7.2                                 ***Indemnification by Sellers.***

### (a)                                  Sellers agree,subject to the other terms and conditions of this Agreement, to severallyindemnify Buyer and its members, managers, officers and directors (each a “BuyerIndemnified Party”) against and hold them harmless to the extent of anyLosses resulting from (i) any and all Tax liabilities for any Pre-ClosingPeriod relating to the Companies, the Subsidiaries, the Portfolios, the SellerLoans and Sellers’ ownership of the Membership Interests, (ii) any breach ofany representation or warranty, (iii) the termination fees payable under anysubservicing agreement, (iv) any equity transfers in respect of the ownershipof the Portfolios,

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### (v) any breach of any covenant or agreement of the Companies orSellers contained in this Agreement, and (vi) in respect of any amountsowed by Sellers as contemplated in Section 3.3.

### (b)                                 Except in the case offraud, the indemnification obligations of Sellers pursuant to Section7.1(a)(ii) shall be limited as follows:

##### (i)                                     Sellersshall have no obligation to provide any indemnification until the aggregatedollar amount of all Losses that would otherwise be indemnifiable pursuant toSection 7.2(a), together with all Losses that are or would be indemnifiablepursuant to Clause Twelfth of the Asset Sale and Purchase Agreement, exceeds$250,000 (the “Deductible”), and once the Deductible has been reached,the Sellers shall indemnify the Buyer Indemnified Parties for all Losses,including the amount of those Losses below the amount of the Deductible.

##### (ii)                                  Sellersshall not be obligated to indemnify any Buyer Indemnified Party pursuant toSection 7.2(a) for any amount of indemnifiable Losses in excess of the sum ofthe Closing Purchase Price and the purchase price of the assets purchasedpursuant to the Asset Sale and Purchase Agreement (without duplication ofamounts recovered pursuant to Clause Twelfth of the Asset Sale and PurchaseAgreement).

##### (iii)                               Inaddition to the limitations set forth in clauses (i) and (ii) above, theindemnification obligation with respect to any Loss suffered by Buyer withrespect to a particular Company or Subsidiary shall be apportioned between theSellers in accordance with the pro rata percentage interests set forth onExhibit A hereto, provided, that if any Loss suffered by Buyer does notdirectly relate to a specific Company or Subsidiary and cannot be apportionedbetween the Sellers in accordance with Exhibit A, the indemnificationobligation with respect to such Loss shall be apportioned between the Sellerswith Cargill bearing 80% of such indemnification obligation and SMIP bearing20% of such indemnification obligation.

### (c)                                  A Buyer IndemnifiedParty, with respect to itself only and not any other Buyer Indemnified Party,except that each of National Union Fire Insurance Company of Pittsburgh, Pa.,American General Life Insurance Company and American General Life and AccidentInsurance Company may act on behalf of each other, shall give the Sellerswritten notice of any claim, assertion, event or proceeding by or in respect ofa third party as to which such Buyer Indemnified Party may requestindemnification hereunder or as to which the Deductible may be applied as soonas is practicable and in any event within thirty (30) days of the time thatsuch Buyer Indemnified Party learns of such claim, assertion, event orproceeding; provided, however, that the failure to so notify theSellers shall not affect rights to indemnification hereunder except to theextent that Sellers (or any indemnifying Seller) are prejudiced by such failure.  The Sellers shall have the right to direct,through counsel of its own choosing, the defense or settlement of any suchclaim or proceeding at the expense of such Sellers.  If the Sellers elect to assume the defense ofany such claim or proceeding, the Sellers shall consult with the BuyerIndemnified Party for the purpose of allowing the Buyer Indemnified Party toparticipate in such defense.  A BuyerIndemnified Party shall provide and shall cause the Companies to provide, asapplicable, the Sellers and counsel with access to its

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### records and personnel relating to any such claim, assertion, event orproceeding during normal business hours and shall otherwise cooperate with theSellers in the defense or settlement thereof, and Sellers shall reimburse BuyerIndemnified Party for all its reasonable out-of-pocket expenses inconnection therewith in accordance with this Agreement.  If the Sellers elect to direct the defense ofany such claim or proceeding, Buyer Indemnified Party shall not pay, or permitto be paid, any part of any claim or demand arising from such assertedliability unless the Sellers consent in writing to such payment or unless theSellers, subject to the last sentence of this Section 7.2(c), withdraw from thedefense of such asserted liability or unless a final judgment from which noappeal may be taken by or on behalf of Sellers is entered against BuyerIndemnified Party for such liability.  Ifthe Sellers fail to defend or if, after commencing or undertaking any suchdefense, the Sellers fail to prosecute or withdraw from such defense, BuyerIndemnified Party shall have the right to undertake the defense or settlementthereof, at Sellers’ expense.  If the BuyerIndemnified Party assumes the defense of any such claim or proceeding pursuantto this Section 7.2(c) and proposes to settle such claim or proceeding prior toa final judgment thereon or to forego any appeal with respect thereto, then theBuyer Indemnified Party shall give the Sellers prompt written notice thereof,and the Sellers shall have the right to participate in the settlement or assumeor reassume the defense of such claim or proceeding.  Sellers shall not be entitled to settle ordispose of any third-party claim if such settlement or disposition wouldreasonably be expected to have an adverse effect on a Buyer Indemnified Partyfor any period after the Closing Date, without the prior written consent of theBuyer, which consent shall not be unreasonably withheld or delayed.

7.3                                 ***Treatment of Indemnity Payments. ***All payments made by Sellersor Buyer, as the case may be, to or for the benefit of the other partiespursuant to this Article 7 shall be treated as adjustments to the purchaseprice for tax purposes, and such agreed treatment shall govern for purposes ofthis Agreement.

7.4                                 ***Remedies Not Exclusive. ***Notwithstanding anything herein or the other TransactionDocuments to the contrary, no party hereto or thereto shall have the right toseek rescission of this Agreement or the other Transaction Documents, except inthe case of fraud, in which case such remedy shall be available.  Subject to the immediately precedingsentence, nothing in this Agreement or the other Transaction Documents,including any indemnification to which Buyer is entitled pursuant to thisArticle 7, shall be construed to limit any right of Buyer to seek any remedyavailable at law or in equity, provided, that Buyer only shall be entitled toseek money damages pursuant to the terms of this Article 7 (except in the caseof fraud, in which case the Buyer shall continue to have the right to anyremedy available at law or in equity).

# **8.****                                      General Provisions**

8.1                                 ***Notices. ***All notices, requests, claims,demands and other communications under this Agreement will be in writing andwill be deemed given if delivered personally, sent by overnight courier(providing proof of delivery), or via facsimile to the parties at the followingaddresses (or at such other address for a party as specified by like notice):

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If to eachCompany, to:

c/o FirstCity Mexico,Inc.6400 Imperial Drive (Delivery only)P.O. Box 8216Waco, Texas 76712-8216Attn:  Legal DepartmentFacsimile: 254-761-2953

with copy to:

Haynes and Boone, LLP901 Main Street, Suite 3100Dallas, Texas  75202Attn:  Paul H. AmielFacsimile: 214-200-0555

If to SMIP, to:

c/o FirstCity Mexico,Inc.6400 Imperial Drive (Delivery only)P.O. Box 8216Waco, Texas 76712-8216Attn:  Legal DepartmentFacsimile: 254-761-2953

with copy to:

Haynes and Boone, LLP901 Main Street, Suite 3100Dallas, Texas  75202Attn:  Paul H. AmielFacsimile:  214-200-0555

If to Cargill, to:

Cargill FinancialServices International, Inc.12700 Whitewater DriveMinnetonka, Minnesota 55343-9439Attn:  Adam BernierFacsimile:  952-984-3905

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with a copy to:

Cargill FinancialServices International, Inc.12700 Whitewater DriveMinnetonka, Minnesota 55343-9439Attn:  James D. DingelFacsimile:  952-404-6344

If to Buyer, to:

Bidmex Holding, LLCc/o FirstCity Mexico, Inc.6400 Imperial Drive (Delivery only)P.O. Box 8216Waco, Texas 76712-8216Attn:  Legal DepartmentFacsimile: 254-761-2953

with a copy to:

AIG Global InvestmentGroup599 Lexington Avenue, 25th FloorNew York, New York 10022Attn:  Afsar Farman-Farmaian, Esq.General Counsel, AIG Capital Recovery GroupFacsimile: 866-729-7836

and

Goodwin Procter  LLP599 Lexington AvenueNew York, NY 10022Attn:  Andrew Weidhaas/Alyssa GrikscheitFacsimile:  212-355-3333

8.2                                 ***Fees and Expenses. ***Exceptas provided otherwise herein, in the Commitment Letter or in the EscrowAgreement, each of Buyer, on the one hand, and Sellers, on the other hand,shall bear its own expenses in connection with the negotiation and theconsummation of the transactions contemplated by this Agreement.

8.3                                 ***Interpretation. ***Whena reference is made in this Agreement to an Article, Section, Schedule or Exhibit,such reference will be to an Article or Section of, or a Schedule or Exhibitto, this Agreement unless otherwise indicated. Any Schedule hereto may be delivered on a CD-ROM disc provided that suchdisc is in a user-friendly format as agreed by the parties hereto.  The table of contents and headings containedin this Agreement are for reference purposes only and will not affect in anyway the meaning or interpretation of this Agreement.

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Whenever the words“include,” “includes” or “including” are used in this Agreement, they will bedeemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder”and words of similar import when used in this Agreement will refer to thisAgreement as a whole and not to any particular provision of thisAgreement.  All terms used herein withinitial capital letters have the meanings ascribed to them herein and all termsdefined in this Agreement will have such defined meanings when used in anycertificate or other document made or delivered pursuant hereto unlessotherwise defined therein.  Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to thefeminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or inany agreement or instrument that is referred to herein means such agreement,instrument or statute as from time to time amended, modified or supplemented,including (in the case of agreements or instruments) by waiver or consent and(in the case of statutes) by succession of comparable successor statutes andreferences to all attachments thereto and instruments incorporatedtherein.  References to a Person are alsoto its permitted successors and assigns.

8.4                                 ***Counterparts. ***ThisAgreement may be executed in one or more counterparts, all of which will beconsidered one and the same agreement and will become effective when one ormore counterparts have been signed by each of the parties and delivered to theother parties.

8.5                                 ***Amendments. ***ThisAgreement may not be amended or modified, nor may compliance with any conditionor covenant set forth herein be waived, except by a writing duly and validlyexecuted by Buyer, each Company and the Sellers, or in the case of a waiver,the party waiving compliance.

8.6                                 ***Entire Agreement; Severability. ***This Agreement (including theexhibits, schedules, documents and instruments referred to herein), the FundsFlow Memorandum, the Put Option Agreement, the Escrow Agreement and Section 4of the Commitment Letter as incorporated into the Escrow Agreement, constitutethe entire agreement, and supersedes all prior agreements and understandings,both written and oral, among the parties with respect to the subject matter ofthis Agreement.  If any term, conditionor other provision of this Agreement is found to be invalid, illegal orincapable of being enforced by virtue of any rule of law, public policy orcourt determination, all other terms, conditions and provisions of thisAgreement shall nevertheless remain in full force and effect.

8.7                                 ***Third Party Beneficiaries. ***Except as expressly provided in this Agreement, eachparty hereto intends that this Agreement shall not benefit or create any rightor cause of action in or on behalf of any Person other than the partieshereto.  Notwithstanding the foregoing,any member of the Buyer that is also a party to this Agreement may enforce anyor all of Buyer’s rights hereunder.

8.8                                 ***Governing Law. ***ThisAgreement will be governed by, and construed in accordance with, the internallaws of the State of New York, United States of America (without giving effectto any choice of law or conflict of law provision or rule that would cause theapplication of the laws of any other jurisdiction), and any dispute hereundershall be subject to resolution solely in any court of competent jurisdiction inthe State of New York.

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8.9                                 ***Assignment. ***Neitherthis Agreement nor any of the rights, interests or obligations under thisAgreement may be assigned, in whole or in part, by operation of law orotherwise by the parties hereto without the prior written consent of eachCompany, the Sellers and the Buyer.  Anyassignment in violation of the preceding sentence will be void.  Subject to the preceding sentence, thisAgreement will be binding upon, inure to the benefit of, and be enforceable by,the parties and their respective successors and assigns.

8.10                           ***Consent to Jurisdiction. ***Each of the parties hereby consents to personaljurisdiction, service of process and venue in the federal or state courts ofthe State of New York, United States for any claim, suit or proceeding arisingunder this Agreement, or in the case of a third party claim subject toindemnification hereunder, in the court where such claim is brought.

8.11                           ***Mutual Drafting. ***Theparties hereto are sophisticated and have been represented by attorneysthroughout the transactions contemplated hereby who have carefully negotiatedthe provisions hereof.  As a consequence,the parties do not intend that the presumptions of laws or rules relating tothe interpretation of contracts against the drafter of any particular clauseshould be applied to this Agreement or any agreement or instrument executed inconnection herewith, and therefore waive their effects.

8.12                           ***Acknowledgment. ***Theparties hereto acknowledge that AIG Equity Sales Corp., an Affiliate of AIG,has been retained as a placement agent for the 4(2) Notes and its fees arepayable by SRL Master.

8.13                           ***Remedies. ***Itis specifically understood and agreed that any breach of the provisions of thisAgreement or any other agreement executed and delivered pursuant to thisAgreement by any party hereto will result in irreparable injury to the otherparties hereto, that the remedy at law alone will be an inadequate remedy forsuch breach, and that, in addition to any other remedies which they may have,such other parties may enforce their respective rights by actions for specificperformance (to the extent permitted by Law).

## 8.14                           ***Waiver*.**

### (a)                                  For and inconsideration of the amount to be paid to each Seller under this Agreement(provided the same is paid), and the additional covenants and promises setforth in this Agreement, from and after the Closing Date, each Seller, onbehalf of itself and its assigns, heirs, beneficiaries, creditors,representatives, agents and Affiliates involved in the transactionscontemplated by this Agreement and the Comprehensive Transaction Documents towhich it is a party (collectively, the “Releasing Parties”), herebyfully, finally and irrevocably releases, acquits and forever discharges Buyer,each Company and the managers, officers, directors, partners, general partners,limited partners, managing directors, members, trustees, shareholders,representatives, employees, principals, agents, Affiliates, parents,subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries,heirs, executors, personal or legal representatives, insurers and attorneys ofany of them involved in the transactions contemplated by this Agreement and theComprehensive Transaction Documents to which it is a party (collectively, the “ReleasedParties”) from any and all commitments, actions, debts, claims,counterclaims, suits, causes of action, damages, demands, liabilities,obligations, costs, expenses,

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### and compensation of every kind and nature whatsoever, past, present, orfuture, at law or in equity, whether known or unknown, contingent or otherwise,which such Releasing Parties, or any of them, had, has, or may have had at anytime in the past until and including the date of this Agreement against theReleased Parties, or any of them, which relate to or arise out of suchReleasing Party’s prior relationship with the Companies or the Subsidiaries ortheir lenders or its rights or status as a member, officer, employee ordirector of the Companies and further including any claims of fraud orfraudulent inducement in connection with the negotiation, execution andperformance of this Agreement and the other Comprehensive Transaction Documentsset forth on Exhibit C hereto to which such Seller is a party inconnection with the transactions contemplated by this Agreement (collectively,for the purposes of this Section 8.13 “Causes of Action”).

### (b)                                 Each Seller herebyrepresents to the Released Parties that such Seller (i) has not assignedany Causes of Action or possible Causes of Action against any Released Party,(ii) fully intends to release all Causes of Action against the Released Partiesincluding unknown and contingent Causes of Action, and (iii) has consulted withcounsel with respect to the execution and delivery of this general release andhas been fully apprised of the consequences hereof.  Furthermore, each Seller further agrees notto institute any litigation, lawsuit, claim or action against any ReleasedParty with respect to the released Causes of Action.

### (c)                                  Each Seller herebyrepresents and warrants that it has access to adequate information regardingthe terms of this Agreement, the scope and effect of the releases set forthherein, and all other matters encompassed by this Agreement to make an informedand knowledgeable decision with regard to entering into this Agreement.  Each Seller further represents and warrantsthat it has not relied upon any Company, Buyer or any of the Released Partiesin deciding to enter into this Agreement and has instead made its ownindependent analysis and decision to enter into this Agreement.

### (d)                                 Each Seller herebyirrevocably waives any rights of first refusal, preemptive rights, rights topurchase or other rights that such Seller may have with respect to anysecurities of any of the Companies or the Subsidiaries, whether under Law, LLCoperating agreements, certificates of formation or other organizationaldocuments, by contract or otherwise.

# **9.****                                      Definitions**

9.1                                 ***Definitions. ***Forpurposes of this Agreement, the following terms shall have the meanings setforth below:

“4(2)Notes”:  the notes to be issued bySRL Master to Buyer in a private placement pursuant to Section 4(2) of theSecurities Act, the terms of which notes shall provide for follow-on issuancesof such notes;

An “Affiliate”of any Person means with respect to any Person, any other Person that directlyor indirectly, through one or more intermediaries, controls, is controlled byor is under common control with such Person; provided, however, that forpurposes of this Agreement

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AmericanInternational Group, Inc. is an independent entity and is not controlled by orunder the control of any Person.  Forpurposes of this definition, the term “control” (including the terms “controlledby” and “under common control with”) means the possession, direct or indirect,of the power to direct or cause the direction of the management and policies ofa Person, whether through the ownership of voting securities, by contract orotherwise.

“AcquiredAssets” means (i) the Portfolio owned by Residencial Oeste as of the closeof business on the Valuation Date including all cash flow from such Portfolioarising after the Valuation Date reduced by (x) Asset Level Expenses (asdefined in the Servicing Agreement) incurred with respect to the assetscomprising that Portfolio, and (y) Servicing Fees (as defined in theServicing Agreement) related to that Portfolio, in eachinstance incurred after the Valuation Date;

“AIGAsset Purchase Price” means 85% of the agreed upon value, in Mexican Pesos,of the Acquired Assets to be paid in U.S. Dollars at the Exchange Rate toacquire the Acquired Assets pursuant to the Asset Sale and Purchase Agreement,dated as of the date hereof;

“AIGEscrowed Funds” means US$5,000,000 deposited by AIG Global Asset ManagementHoldings Corp. with Escrow Agent pursuant to the Escrow Agreement, plus anyinterest thereon;

“AssetSale and Purchase Agreement” means the Asset Sale and Purchase Agreement,among Cargill, SMIP, Bidmex Acquisition, LLC, Residencial Oeste 2 andResidencial Oeste, in form mutually acceptable to Buyer and the Sellers;

“AssumedLoans” means each Seller Loan to the Sellers SRLs set forth on Exhibit Fhereto;

“BalanceSheet” means the unaudited balance sheet of the Company along with theaudited balance sheet of the Subsidiaries as of December 31, 2005;

“BusinessDay” means any calendar day that is not Saturday, Sunday or a day on whichbanking institutions in New York, New York, Waco, Texas or, to the extentapplicable, Mexico City, Mexico are authorized or obligated by Law or executiveorder to be closed;

“CargillEscrowed Funds” means US$3,000,000 deposited by Cargill with the EscrowAgent pursuant to the Escrow Agreement, plus any interest thereon;

“Code”means the Internal Revenue Code of 1986, as amended;

“CommitmentLetter” means the letter agreement entered among the Sellers and AIG GlobalAsset Management Holdings Corp., dated as of May 30, 2006, establishing theterms of this Agreement and the other transaction documents;

“ComprehensiveTransaction Documents” means the documents listed on Exhibit Chereto;

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“Contract”means any agreement, arrangement, bond, insurance policy, commitment,franchise, indemnity, indenture, instrument, lease, license, insurance policyor understanding, whether or not in writing;

“Encumbrances”means any and all mortgages, charges (fixed or floating), pledges, liens,options, rights to acquire, assignments by way of security, trust arrangementsfor the purpose of providing security or any other security interest of anykind;

“EscrowAgent” means Chicago Title Insurance Company;

“EscrowAgreement” mean the escrow agreement entered among the Sellers and AIG,dated as of May 30, 2006, establishing the terms of the Cargill Escrowed Fundsand AIG Escrowed Funds;

“ExchangeRate” means the U.S. Dollar/Mexican Peso exchange rate used for payment ofobligations denominated in foreign currency payable in Mexico published byMexican Central Bank (Banco de México) in the Federal Official Gazette (DiarioOficial de la Federación) (or equivalent daily authoritative public source ifthe Diario Oficial de la Federación should cease publication or ceasepublishing exchange rate data) on the business day immediately preceding theClosing Date;

“ForeignCompetition Statutes” means the Mexican *LeyFederal de Competencia Economica*;

“FundsFlow Memorandum” means the funds flow memorandum, dated as of the datehereof, detailing the fund transfers in the connection with the transactionscontemplated hereby;

“Knowledge”means (i) with respect to the Companies, the actual knowledge after reasonableinquiry of the Sellers and/or the manager or employees of the manager of theCompanies, (ii) with respect to the Sellers, the actual knowledge afterreasonable inquiry of key employees of the Sellers or its Affiliates and (ii)with respect to the Subsidiaries, the actual knowledge after reasonable inquiryof the manager or employees of the manager of Companies or the manager oremployees of the manager of the Subsidiaries, including in each case BuddyLeigh, Terry DeWitt, Rick Vander Woude, Enrique Moran, Joe Greak, Tomas Ennis,Michael Smithers, Ernesto Elorduy, Sergio Rivas and Bryan Baker;

“Law”means any constitutional provision, statute or other law, rule, regulation,ordinance or interpretation of any Governmental Authority and any Order;

“Losses”means any and all losses, liabilities, damages, claims, awards, judgments,costs and expenses (including, without limitation, reasonable attorneys’ fees)actually suffered or incurred by such Person;

“MaterialAdverse Effect” means a material adverse effect on the assets, liabilities,condition (financial or other), business, results of operations or prospects ofthe Companies, the Subsidiaries or the Portfolios;

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“Mexican GAAP” means Mexican generally acceptedaccounting principles, consistently applied;

“MKM Entities” means MKM III Corp. and MKM IV Corp., either ofwhich shall be the owner of 100% of the equity interests in SRL Master;

“Order” means anydecree, injunction, judgment, order, ruling, assessment or writ of anyGovernmental Authority;

“Person” means an individual, corporation,partnership, limited liability company, joint venture, association, trust,unincorporated organization or other entity;

“Portfolio” means each of the 11 residentialand commercial, Mexican Peso-denominated, non-performing loan portfolios, andany cash and other assets derived from such portfolios (including withoutlimitation real or personal property), purchased by the Seller SRLs owned by SMIPand Cargill from financial institutions in Mexico during the period fromDecember 1998 to March 2005 as listed on Exhibit G;

“Pre-Closing Period” shall mean any taxableyear or period that ends on or before the Closing Date and, with respect to anytaxable year or period beginning before and ending after the Closing Date, theportion of such taxable year or period ending on and including the Closing Date. For purposes of this Agreement, in the case of any taxable year orperiod of a Company or a Subsidiary which includes the Closing Date (but doesnot end on that day), (i) Property Taxes allocable to the Pre-Closing Periodshall be equal to the amount of such Property Taxes for the entire taxable yearor period multiplied by a fraction, the numerator of which is the number ofdays during the taxable year or period that are in the Pre-Closing Period andthe denominator of which is the number of days in the entire taxable year orperiod, and (ii) Taxes (other than Property Taxes) of a Company or a Subsidiaryfor the Pre-Closing Period shall be computed as if such taxable year or period(and the taxable year or period of any entity taxable as a partnership in whichthe Company or the Subsidiary owns a direct or indirect interest) ended as ofthe close of business on the Closing Date;

“Property Taxes”means real, personal andintangible ad valorem property Taxes;

“Put Option Agreement”means the Put Option Agreement, dated as of the date hereof, by andamong the Buyer, Recuperación deCarteras Mexicanas, S. de R.L. de C.V., Bidmex 6, LLC, Strategic MexicanInvestment Partners 2, L.P. and Cargill;

“Residencial Oeste” means Residencial Oeste, S. de R.L. de C.V.;

“Residencial Oeste 2” means Residencial Oeste 2, S. de R.L. de C.V.;

“Seller Loans” means any outstandingindebtedness of any Seller SRL to any Seller or any Company;

“Seller SRL” means each of the Subsidiaries andResidencial Oeste, which hold a Portfolio (collectively, the “Seller SRLs”);

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“Servicing Agreement” means the ServicingAgreement among the Subsidiaries and FirstCity Mexico, S.A. de C.V., in form mutuallyacceptable to Buyer and the Sellers;

“SMIP Asset Purchase Price” means 15% of theagreed upon value, in Mexican Pesos, of the Acquired Assets to be paid in U.S.Dollars at the Exchange Rate to acquire the Acquired Assets pursuant to theAsset Sale and Purchase Agreement, dated as of the date hereof;

“SRL Master” means Notmex, S. de R.L. de C.V.,a *sociedad de responsabilidad limitada de capitalvariable* which will issue the 4(2) Notes and the equity interests ofwhich will be approximately 100% owned by the MKM Entities;

“SRL Notes” means the notes evidencing theSeller Loans;

“Transaction Documents” means, including,without limitation, collectively, this Agreement and (i) the Asset Sale andPurchase Agreement among Bidmex Acquisition, LLC, Residencial Oeste 2 andResidencial Oeste, (ii) Buyer’s Limited Liability Company Agreement, (iii)the amendment and restatements to each Company’s LLC Agreement, (iv) theServicing Agreement among the Subsidiaries and FirstCity Mexico, S.A. de C.V.,(v) the Escrow Agreement; (vi) and Section 4 of the Commitment Letteras incorporated into the Escrow Agreement;

“U.S. GAAP” means U.S. generally acceptedaccounting principles, consistently applied; and

“Valuation Date” means the close of business asof February 28, 2006, the cut off date used to value the cash flows generatedby the Portfolios.

9.2           ***OtherDefinitions.***  Each of the following defined terms has themeaning given such term in the Section set forth opposite such defined term:
| Term                     | ** ** | **Section** |
|--------------------------|------------|-------------|
|                     |       |        |
| Accountants              |       | 1.3(a)      |
| AIG                      |       | Preamble    |
| Agreement                |       | Preamble    |
| Balance Sheet            |       | 2.7(a)      |
| Buyer                    |       | Preamble    |
| Buyer  Indemnified Party |       | 7.2(a)      |
| Cargill                  |       | Preamble    |
| Causes of Action         |       | 8.13(a)     |
| Closing                  |       | 1.4         |
| Closing Date             |       | 1.4         |
| Closing Purchase  Price  |       | 1.2         |
| Closing  Reconciliation  |       | 1.3(a)      |
| Companies                |       | Preamble    |
| Company                  |       | Preamble    |
| Company  Certificate     |       | 2.1(a)      |

 

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| Term                          | ** ** | **Section** |
|-------------------------------|------------|-------------|
|                          |       |        |
| Company LLC  Agreement        |       | 2.1(a)      |
| Deductible                    |       | 7.2(b)      |
| Dispute Notice                |       | 1.3(a)      |
| ERISA                         |       | 2.13        |
| Financial  Statements         |       | 2.7         |
| Final Closing  Reconciliation |       | 1.3(a)      |
| Foreign  Competition Statutes |       | 2.10(a)     |
| Governmental  Authority       |       | 2.10(a)     |
| Guarantee                     |       | 6.1(q)      |
| Liability                     |       | 2.8         |
| Membership  Interests         |       | Recitals    |
| Permits                       |       | 2.17        |
| Purchase Price                |       | 1.2         |
| Released Parties              |       | 8.13(a)     |
| Releasing  Parties            |       | 8.13(a)     |
| SEC                           |       | 2.25        |
| Securities Act                |       | 4.1         |
| Seller Entities               |       | Preamble    |
| Sellers                       |       | Preamble    |
| SMIP                          |       | Preamble    |
| Subsidiaries                  |       | 2.2         |
| Subsidiary                    |       | 2.2         |
| Tax                           |       | 2.12        |
| Taxes                         |       | 2.12        |
| Taxing Authority              |       | 2.12        |
| Tax Returns                   |       | 2.12        |
| Unaudited  Balance Sheet      |       | 2.7(b)      |
| Valuation Date                |       | 2.7(b)      |

**[**Remainderof page intentionally left blank**]**

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IN WITNESS WHEREOF, the parties hereto have causedthis Interest Purchase and Sale Agreement to be signed by their respectiveofficers thereunto duly authorized, all as of the date first written above.
|            |   | **COMPANIES:**                           |
|------------|--------|------------------------------------------|
| ** ** |   | ** **                               |
|       |   | NAMEX, LLC                               |
|       |   |                                     |
|       |   | By: FirstCity  Mexico, Inc., its Manager |
|       |   |                                     |
|       |   |                                     |
|       |   | By:                                      |   |   |
|       |   |                                     | Name: James T.  Sartain |
|       |   |                                     | Title:   President |
|       |   |                                     |
|       |   |                                     |
|       |   | BIDMEX, LLC                              |
|       |   |                                     |
|       |   | By: FirstCity  Mexico, Inc., its Manager |
|       |   |                                     |
|       |   |                                     |
|       |   | By:                                      |   |   |
|       |   |                                     | Name: James T.  Sartain |
|       |   |                                     | Title:   President |
|       |   |                                     |
|       |   |                                     |
|       |   | BIDMEX II, LLC                           |
|       |   |                                     |
|       |   | By: FirstCity  Mexico, Inc., its Manager |
|       |   |                                     |
|       |   |                                     |
|       |   | By:                                      |   |   |
|       |   |                                     | Name: James T.  Sartain |
|       |   |                                     | Title:   President |
|       |   |                                     |
|       |   |                                     |
|       |   | BIDMEX 3, LLC                            |
|       |   |                                     |
|       |   | By: FirstCity  Mexico, Inc., its Manager |
|       |   |                                     |
|       |   |                                     |
|       |   | By:                                      |   |   |
|       |   |                                     | Name: James T.  Sartain |
|       |   |                                     | Title:   President |

 

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|        |   | BIDMEX 4, LLC                            |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |
|   |   |                                     |
|   |   |                                     |
|   |   | BIDMEX 5, LLC                            |
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |
|   |   |                                     |
|   |   |                                     |
|   |   | BIDMEX 7, LLC                            |
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |
|   |   |                                     |
|   |   |                                     |
|   |   | BIDMEX 8, LLC                            |
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |
|   |   |                                     |
|   |   |                                     |
|   |   | BIDMEX 9, LLC                            |
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |

 

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|        |   | BIDMEX 10, LLC                           |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |
|   |   |                                     |
|   |   |                                     |
|   |   | BIDMEX XI, LLC                           |
|   |   |                                     |
|   |   | By: FirstCity  Mexico, Inc., its Manager |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      |   |   |
|   |   |                                     | Name: James T.  Sartain |
|   |   |                                     | Title:   President |

 

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|            |   | **SELLERS:**                                     |
|------------|--------|--------------------------------------------------|
| ** ** |   | ** **                                       |
|       |   | CARGILL  FINANCIAL SERVICES  INTERNATIONAL, INC. |
|       |   |                                             |
|       |   |                                             |
|       |   | By:                                              |   |   |
|       |   |                                             | Name: Richard  Luke Toft |
|       |   |                                             | Title:   Assistant  Vice President |
|       |   |                                             |
|       |   |                                             |
|       |   | STRATEGIC  MEXICAN INVESTMENT  PARTNERS, L.P.    |
|       |   |                                             |
|       |   | By: FirstCity  Mexico, Inc., its Manager         |
|       |   |                                             |
|       |   |                                             |
|       |   | By:                                              |   |   |
|       |   |                                             | Name: James T.  Sartain |
|       |   |                                             | Title:   President |
|       |   |                                             |   |
|       |   |                                             |   |
| ** ** |   | **BUYER:**                                       |
| ** ** |   | ** **                                       |
|       |   | BIDMEX HOLDING,  LLC                             |
|       |   |                                             |
|       |   | By: FirstCity  Mexico, Inc., its Manager         |
|       |   |                                             |
|       |   |                                             |
|       |   | By:                                              |   |   |
|       |   |                                             | Name: James T.  Sartain |
|       |   |                                             | Title:   President |
|            |        |                                                  |  |  |  |  |

 

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|            |   | **AIG  ENTITIES:**                                         |
|------------|--------|------------------------------------------------------------|
| ** ** |   | ** **                                                 |
|       |   | NATIONAL UNION  FIRE INSURANCE  COMPANY OF PITTSBURGH, PA. |
|       |   |                                                       |
|       |   | By: AIG Global Investment Corp.,                           |
|       |   |                                                       | its investment  adviser |
|       |   |                                                       |   |
|       |   |                                                       |   |
|       |   |                                                       | By: |   |   |
|       |   |                                                       |   | Name: |
|       |   |                                                       |   | Title: |
|       |   |                                                       |
|       |   |                                                       |
|       |   | AMERICAN GENERAL  LIFE INSURANCE  COMPANY                  |
|       |   |                                                       |
|       |   | By: AIG Global Investment Corp.,                           |
|       |   |                                                       | its investment  adviser |
|       |   |                                                       |   |
|       |   |                                                       |   |
|       |   |                                                       | By: |   |   |
|       |   |                                                       |   | Name: |
|       |   |                                                       |   | Title: |
|       |   |                                                       |   |   |
|       |   |                                                       |   |   |
|       |   | AMERICAN GENERAL  LIFE AND ACCIDENT  INSURANCE COMPANY     |
|       |   |                                                       |
|       |   | By: AIG Global Investment Corp.,                           |
|       |   |                                                       | its investment  adviser |
|       |   |                                                       |   |
|       |   |                                                       |   |
|       |   |                                                       | By: |   |   |
|       |   |                                                       |   | Name: |
|       |   |                                                       |   | Title: |

 

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**EXHIBIT A**

 

Sellers; MembershipInterests; Purchase Price Allocation

**Cargill FinancialServices International, Inc.**
| **Name**       | ** ** | **Membership  Interests  Owned** | ** ** | **Membership  Interests To  Be Sold** | ** ** | **Purchase  Price Allocation** | ** **           | **Pro Rata  Percentage  Interest** | ** ** |
|----------------|------------|----------------------------------|------------|-------------------------------------------------|------------|-------------------------------------|----------------------|-----------------------------------------|------------|
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Namex, LLC     |       | 68.055556                        | %          | 68.055556                                       | %          | $                                   | MxP 3,042,764   |                                    | 68.055556  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex, LLC    |       | 78.979525                        | %          | 78.979525                                       | %          | $                                   | MxP 169,931,557 |                                    | 78.979525  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex II, LLC |       | 82.643072                        | %          | 82.643072                                       | %          | $                                   | MxP 125,443,919 |                                    | 82.643072  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 3, LLC  |       | 77.478494                        | %          | 77.478494                                       | %          | $                                   | MxP 102,892,990 |                                    | 77.478494  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 4, LLC  |       | 70.000000                        | %          | 70.000000                                       | %          | $                                   | MxP 72,670,564  |                                    | 70.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 5, LLC  |       | 70.000000                        | %          | 70.000000                                       | %          | $                                   | MxP 40,380,606  |                                    | 70.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 7, LLC  |       | 70.000000                        | %          | 70.000000                                       | %          | $                                   | MxP 28,356,275  |                                    | 70.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 8, LLC  |       | 70.000000                        | %          | 70.000000                                       | %          | $                                   | MxP 29,665,300  |                                    | 70.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 9, LLC  |       | 85.000000                        | %          | 85.000000                                       | %          | $                                   | MxP 318,310,048 |                                    | 85.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex 10, LLC |       | 75.000000                        | %          | 75.000000                                       | %          | $                                   | MxP 31,479,750  |                                    | 75.000000  | % |
|           |       |                             |       |                                            |       |                                |                 |                                    |       |
| Bidmex XI, LLC |       | 75.000000                        | %          | 75.000000                                       | %          | $                                   | MxP 18,178,664  |                                    | 75.000000  | % |

 

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**StrategicMexican Investment Partners, L.P.**

 
| ** **     | ** ** | **Membership  Interests  Owned** | ** ** | **Membership  Interests To  Be Sold** | ** ** | **Purchase  Price Allocation** | ** **          | **Pro Rata  Percentage  Interest** | ** ** |
|----------------|------------|----------------------------------|------------|-------------------------------------------------|------------|-------------------------------------|---------------------|-----------------------------------------|------------|
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Namex, LLC     |       | 31.944444                        | %          | 31.944444                                       | %          | $                                   | MxP 1,428,236  |                                    | 31.944444  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex, LLC    |       | 21.020475                        | %          | 21.020475                                       | %          | $                                   | MxP 45,227,444 |                                    | 21.020475  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex II, LLC |       | 17.356928                        | %          | 17.356928                                       | %          | $                                   | MxP 26,346,081 |                                    | 17.356928  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 3, LLC  |       | 22.521506                        | %          | 22.521506                                       | %          | $                                   | MxP 29,909,010 |                                    | 22.521506  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 4, LLC  |       | 30.000000                        | %          | 30.000000                                       | %          | $                                   | MxP 31,144,528 |                                    | 30.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 5, LLC  |       | 30.000000                        | %          | 30.000000                                       | %          | $                                   | MxP 17,305,974 |                                    | 30.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 7, LLC  |       | 30.000000                        | %          | 30.000000                                       | %          | $                                   | MxP 12,152,689 |                                    | 30.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 8, LLC  |       | 30.000000                        | %          | 30.000000                                       | %          | $                                   | MxP 12,713,700 |                                    | 30.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 9, LLC  |       | 15.000000                        | %          | 15.000000                                       | %          | $                                   | MxP 56,172,361 |                                    | 15.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex 10, LLC |       | 25.000000                        | %          | 25.000000                                       | %          | $                                   | MxP 10,493,250 |                                    | 25.000000  | % |
|           |       |                             |       |                                            |       |                                |                |                                    |       |
| Bidmex XI, LLC |       | 25.000000                        | %          | 25.000000                                       | %          | $                                   | MxP 6,059,555  |                                    | 25.000000  | % |

 

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Table of Contents

**EXHIBIT B**

Form of ClosingReconciliation

Exhibit B to InterestPurchase and Sale Agreement

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Table of Contents

 

**EXHIBIT C**

Comprehensive TransactionDocuments

1.                                       TheAgreement

2.                                       AssetSale and Purchase Agreement

3.                                       PutOption Agreement

4.                                       Guarantee

5.                                       Funds Flow Memorandum

6.                                       LimitedLiability Company Agreement of Buyer

7.                                       OfferingCircular with respect to issuance of 4(2) Notes

8.                                       The4(2) Notes

9.                                       TheSRL Notes

10.                                 TheEscrow Agreement (including, by incorporation, Section 4 of the CommitmentLetter)

11.                                 Amendedand Restated Company LLC Agreements

12.                                 ServicingAgreement between FirstCity Mexico, S.A. de C.V. and the Subsidiaries

13.                                 Terminationof all existing servicing agreements among FirstCity Mexico, S.A. de C.V. andthe Subsidiaries

14.                                 Powersof Attorney from Residencial Oeste, S.de R.L. de C.V. to Residencial Oeste 2, S. de R.L. de C.V., and fromResidencial Oeste 2, S. de R.L. de C.V. to the relevant authorized person

15.                                 Evidenceof ownership of shares and loan interests formerly held by Other Investors andlack of encumbrances or liabilities with respect thereto

16.                                 Evidenceof contribution of all Seller Loans

17.                                 Evidenceof assignment (and release, if any) of the pledges for the promissory noteswith respect to the Seller Loans

18.                                 Goodstanding certificates for the Companies

Exhibit C to Interest Purchase and Sale Agreement

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Table of Contents

 

19.           Officers’certificates required by this Agreement and the Asset Sale and PurchaseAgreement

 

20.                                 Closingopinions

21.                                 Resolutionsand consents evidencing AIG, Cargill and SMIP approval for the transactionscontemplated by this Agreement and the Asset Sale and Purchase Agreement

22.                                 Documentnotifying transaction before the Mexican Antitrust Commission

23.                                 Evidenceof approval of the registration of the 4(2) Notes with Comisíon NacionalBancaria y de Valores (National Banking and Securities Commission)

24.                                 Constituentdocuments of SRL Master, Bidmex Acquisition, LLC and Residencial Oeste 2, S. deR.L. de C.V.

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Tableof Contents

**EXHIBIT D**

Contributed SubsidiaryLoans

Nafin

Santander

Serfin

Cremi

Bancrecer

Bital

Intervened

Intervened 2

Banamex

Bancomext

Intervened 3

Exhibit D to Interest Purchase and Sale Agreement

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Tableof Contents

**EXHIBIT E**

Refinanced SubsidiaryLoans

Bancrecer

Bital

Intervened

Intervened 2

Banamex

Bancomext

Intervened 3

Exhibit E to Interest Purchase and Sale Agreement

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Table of Contents

**EXHIBIT F**

Assumed Loans

Nafin

Santander

Serfin

Cremi

Exhibit F to Interest Purchase and Sale Agreement

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Table of Contents

**EXHIBIT G**

Subsidiary Portfolios

Exhibit G toInterest Purchase and Sale Agreement

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