FURNISHED THE SELLERS WITH THE OPINIONS OF GOODWIN PROCTER LLP AND MIJARES,
ANGOITIA, CORTÉS Y FUENTES, S.C., SPECIAL MEXICAN COUNSEL TO THE BUYER, IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT H.
(E)
SECRETARY'S CERTIFICATE.
THE SELLERS WILL
HAVE RECEIVED A CERTIFICATE EXECUTED BY THE MANAGER OF THE BUYER CERTIFYING
(I) THE NAMES OF THE EMPLOYEES OF MANAGER OF THE BUYER AUTHORIZED TO SIGN THIS
AGREEMENT AND THE OTHER COMPREHENSIVE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY, TOGETHER WITH THE TRUE SIGNATURES OF SUCH EMPLOYEES; (II) COPIES OF
RESOLUTIONS DULY ADOPTED BY THE MANAGER OF BUYER AUTHORIZING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE APPROPRIATE EMPLOYEES OF THE MANAGER OF
THE BUYER TO EXECUTE AND DELIVER THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS
AND INSTRUMENTS EXECUTED BY THE BUYER PURSUANT HERETO, AND TO CONSUMMATE THE
TRANSACTIONS; AND (III) CERTIFICATES ISSUED BY THE SECRETARY OF 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 OF DELAWARE.
7.
SURVIVAL OF REPRESENTATIONS AND
WARRANTIES; INDEMNIFICATION
7.1
Survival.
(A)
SUBJECT TO THE LIMITATIONS AND OTHER
PROVISIONS OF THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES
HERETO CONTAINED HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY OR IN ANY WRITING OR CERTIFICATE DELIVERED PURSUANT TO OR IN CONNECTION
HEREWITH OR THEREWITH, AS THE CASE MAY BE, SHALL SURVIVE THE CLOSING AND SHALL
REMAIN IN FULL FORCE AND EFFECT (I) WITH RESPECT TO SECTIONS 2.1, 2.2, 2.3, 2.4
AND 2.12 HEREOF 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 OR WARRANTY CONTAINED HEREIN, CLAUSES (I) AND (II) ABOVE SHALL
NOT APPLY TO ANY LIMITATION SET FORTH IN THIS AGREEMENT (WHETHER A TEMPORAL
LIMITATION, A DOLLAR LIMITATION OR OTHERWISE).
(B)
THE COVENANTS OF EACH PARTY 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 SEVERALLY INDEMNIFY BUYER AND ITS MEMBERS,
MANAGERS, OFFICERS AND DIRECTORS (EACH A "BUYER INDEMNIFIED PARTY") AGAINST AND
HOLD THEM HARMLESS TO THE EXTENT OF ANY LOSSES RESULTING FROM (I) ANY AND ALL
TAX LIABILITIES FOR ANY PRE-CLOSING PERIOD RELATING TO THE COMPANIES, THE
SUBSIDIARIES, THE PORTFOLIOS, THE SELLER LOANS AND SELLERS' OWNERSHIP OF THE
MEMBERSHIP INTERESTS, (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY, (III)
THE TERMINATION FEES PAYABLE UNDER ANY SUBSERVICING AGREEMENT, (IV) ANY EQUITY
TRANSFERS IN RESPECT OF THE OWNERSHIP OF THE PORTFOLIOS,
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(V) ANY BREACH OF ANY COVENANT OR AGREEMENT OF THE COMPANIES OR SELLERS
CONTAINED IN THIS AGREEMENT, AND (VI) IN RESPECT OF ANY AMOUNTS OWED BY SELLERS
AS CONTEMPLATED IN SECTION 3.3.
(B)
EXCEPT IN THE CASE OF FRAUD, THE
INDEMNIFICATION OBLIGATIONS OF SELLERS PURSUANT TO SECTION 7.1(A)(II) SHALL BE
LIMITED AS FOLLOWS: