AND PURCHASE AGREEMENT WILL HAVE CONSENTED TO, AUTHORIZED,
PERMITTED OR APPROVED THE TRANSACTIONS, AND WAITING PERIODS (AND ANY EXTENSIONS
THEREOF) UNDER THE FOREIGN COMPETITION STATUTES APPLICABLE TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WILL HAVE EXPIRED OR BEEN TERMINATED.
(J)
CONSENTS.
THE COMPANIES WILL HAVE
OBTAINED ALL CONSENTS SET FORTH ON SCHEDULE 2.10.
(K)
NO MATERIAL ADVERSE CHANGE.
THERE SHALL
NOT HAVE BEEN ANY EVENT, FACT, CIRCUMSTANCE OR EFFECT THAT, INDIVIDUALLY OR IN
THE AGGREGATE, RESULTED IN, CAUSED OR WOULD REASONABLY BE EXPECTED TO CAUSE A
MATERIAL ADVERSE EFFECT, TAKEN AS A WHOLE, AND SERVICING COSTS FROM MARCH 1,
2006 TO THE CLOSING DATE SHALL HAVE BEEN NO GREATER THAN THE PRO RATA SERVICE
COSTS FOR SUCH PERIOD FROM THE PRIOR YEAR.
(L)
OPINIONS OF COUNSEL.
THE COMPANIES AND
SELLERS WILL HAVE FURNISHED THE BUYER WITH THE OPINIONS OF JAMES DINGEL, RICK
VANDER WOUDE, HAYNES AND BOONE, LLP AND KURI BREÑA, SÁNCHEZ UGARTE, CORCUERA Y
AZNAR, S.C., SPECIAL COUNSEL TO THE COMPANIES, SELLERS AND RESIDENCIAL OESTE, IN
FORMS MUTUALLY ACCEPTABLE TO BUYER AND THE SELLERS.
(M)
FIRPTA CERTIFICATE.
SELLERS WILL HAVE
DELIVERED TO THE BUYER A CERTIFICATE MEETING THE REQUIREMENTS OF TREASURY
REGULATIONS SECTION 1.1445-2(C)(3).
(N)
ASSIGNMENT OF MEMBERSHIP INTERESTS.
THE
BUYER WILL HAVE RECEIVED (I) AN ASSIGNMENT OF MEMBERSHIP INTERESTS, IN FORM
MUTUALLY ACCEPTABLE TO BUYER AND THE SELLERS, EXECUTED BY EACH SELLER, AND
(II) A POWER OF ATTORNEY FROM RESIDENCIAL OESTE, IN A FORM REASONABLY
SATISFACTORY TO THE BUYER, AUTHORIZING BUYER OR ITS DESIGNEE TO ACT ON BEHALF OF
RESIDENCIAL OESTE, AND (III) A POWER OF ATTORNEY FROM RESIDENCIAL OESTE IN A
FORM REASONABLY SATISFACTORY TO BUYER, AUTHORIZING ENRIQUE BENEDICTO JIMENEZ
MORAN TO ACT ON BEHALF OF RESIDENCIAL OESTE.
(O)
RESIGNATIONS.
THE BUYER WILL HAVE RECEIVED
A WRITTEN ASSIGNMENT OF CARGILL'S RIGHTS AS AGENTS FOR THE LENDERS OF EACH
COMPANY, AND RESIGNATIONS FROM THE OWNER'S REPRESENTATIVE FOR EACH SUBSIDIARY
AND THE SOLE MANAGER OF EACH SUBSIDIARY, EFFECTIVE AS OF THE CLOSING DATE.
(P)
SECRETARY'S CERTIFICATES.
THE BUYER WILL
HAVE RECEIVED A CERTIFICATE EXECUTED BY THE MANAGER OF RESIDENCIAL OESTE AND
EACH OF THE COMPANIES CERTIFYING (I) THE NAMES OF THE EMPLOYEES OF THE MANAGER
FOR SUCH ENTITY AUTHORIZED TO SIGN THIS AGREEMENT, THE ASSET SALE AND PURCHASE
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 SUCH ENTITY AUTHORIZING THE
TRANSACTIONS AND THE APPROPRIATE EMPLOYEES OF THE MANAGER FOR SUCH ENTITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND ALL
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AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED BY SUCH ENTITY PURSUANT HERETO,
AND TO CONSUMMATE THE TRANSACTIONS; (III) CERTIFICATES ISSUED BY THE SECRETARY
OF STATE OF DELAWARE, DATED WITHIN TEN (10) BUSINESS DAYS OF THE CLOSING DATE,
STATING THAT EACH SUCH ENTITY HAS LEGAL EXISTENCE AND IS IN GOOD STANDING IN THE
STATE OF DELAWARE; AND (IV) THE BUYER WILL HAVE RECEIVED SATISFACTORY EVIDENCE,
ISSUED BY THE APPLICABLE MEXICAN PUBLIC REGISTRY OF COMMERCE, WHICH