Common use of Representations and Warranties of the Beneficiaries Clause in Contracts

Representations and Warranties of the Beneficiaries. Each of the Beneficiaries hereby represents and warrants to LandCo that: (a) Each of the Beneficiaries is a Mexican corporation, duly incorporated and validly existing under the laws of Mexico, and its execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable. This Agreement has been duly executed and delivered by such Beneficiary, and constitutes the valid and binding obligation of such Beneficiary, enforceable against it in accordance with its terms, except as such enforceability may be limited by the applicable bankruptcy or fraudulent conveyance. The Trust has been legally formed and validly exists as a trust under the laws of Mexico, and the Beneficiary Rights and Obligations have been duly and validly issued by the Trust. (b) No consent, approval or authorization of or filing with any governmental or regulatory authority or other person or entity is required on the part of such Beneficiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) Neither the execution, delivery or performance of this Agreement by such Beneficiary nor the consummation of the transactions contemplated hereby will (i) conflict with the corresponding Beneficiary with respect to their by-laws as currently in effect, or (ii) result in any breach or violation of or default under (A) any applicable statute, regulation, judgment, order or decree of any governmental or regulatory authority that is or its knowledge, or (B) any material contract, instrument or other agreement to which such Beneficiary is a party. (d) Upon the execution date of this Agreement, there are no actions or proceedings pending or, to the knowledge of such Beneficiary, threatened, against such Beneficiary that would reasonably be expected to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement; (e) Such Beneficiary is the sole legal and beneficial owner of the Beneficiary Rights and Obligations set forth next to its name in Exhibit “O” attached hereto, and such ownership is free and clear of any Encumbrances. Except for the Banorte’s situation provided on clause 1.1 of this Agreement and the rights of Invex as trustee, there are no outstanding rights or agreements giving any person or entity the right to receive or exercise any benefits or rights with respect to the Trust, including without limitation any rights to participate in any income or distributions or to exercise any voting rights with respect thereto. Such Beneficiary’s delivery of its Beneficiary Rights and Obligations to LandCo in the manner provided in Clause SECOND will transfer to LandCo good and valid title to such Beneficiary Rights and Obligations, free and clear of any Encumbrances. (f) Such Beneficiary acknowledges that it is entering into this Agreement and consummating the transactions contemplated hereby without having received any information or any representation or warranty whatsoever, express or implied, at law or in equity, from LandCo, the Backstop Bondholders or any of their Representatives, except for the representations and warranties of LandCo expressly set forth in clause 8.1 of this Agreement.

Representations and Warranties of the Beneficiaries. Each of the Beneficiaries Beneficiary hereby represents and warrants to LandCo the Trustee as of the date of this Agreement and as of the date of each increase in the Invested Amount of the Series 2000 Certificate that: (a) Each of the Beneficiaries Such Beneficiary is a Mexican corporation, duly incorporated and national banking association validly existing under the laws of Mexicothe United States and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned and conducted, and to execute, deliver and perform its executionobligations under this Agreement. (b) Such Beneficiary has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, delivery is duly qualified to do business and performance is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to enter into and perform its obligations under this Agreement have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable. This Agreement has been duly executed and delivered by such Beneficiary, and constitutes the valid and binding obligation of such Beneficiary, enforceable against it in accordance with its terms, except as such enforceability may be limited by the applicable bankruptcy or fraudulent conveyance. The Trust has been legally formed and validly exists as a trust under the laws of Mexico, and the Beneficiary Rights and Obligations have been duly and validly issued by the Trust. (b) No consent, approval or authorization of or filing with any governmental or regulatory authority or other person or entity is required on the part of such Beneficiary in connection with the execution and delivery of this Agreement or the consummation of to consummate the transactions contemplated hereby. (c) Neither the execution, The execution and delivery or performance of this Agreement by such Beneficiary nor and the consummation of the transactions provided for in this Agreement have been duly authorized by such Beneficiary by all necessary corporate action on the part of such Beneficiary. (d) The execution and delivery by such Beneficiary of this Agreement, the performance of the transactions contemplated hereby by this Agreement and the fulfillment of the terms hereof applicable to such Beneficiary will (i) not conflict with the corresponding or violate any Requirements of Law applicable to such Beneficiary with respect to their by-laws as currently in effector conflict with, or (ii) result in any breach or violation of or default under (A) any applicable statute, regulation, judgment, order or decree of any governmental or regulatory authority that is or its knowledgeof the material terms and provisions of, or constitute (Bwith or without notice or lapse of time or both) a material default under, any material indenture, contract, instrument agreement, mortgage, deed of trust or other agreement instrument to which such Beneficiary is a partyparty or by which it or its properties are bound. (de) Upon the execution date of this Agreement, there There are no actions proceedings or proceedings investigations, pending or, to the best knowledge of such Beneficiary, threatened, threatened against such Beneficiary that would reasonably be expected before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal prevent the consummation of any of the transactions contemplated by this Agreement;, (iii) seeking any determination or ruling that, in the reasonable judgment of such Beneficiary, would materially and adversely affect the performanceby such Beneficiary of its obligations under this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (ef) Such All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Beneficiary is in connection with the sole legal execution and beneficial owner of the delivery by such Beneficiary Rights and Obligations set forth next to its name in Exhibit “O” attached hereto, and such ownership is free and clear of any Encumbrances. Except for the Banorte’s situation provided on clause 1.1 of this Agreement and the rights performance of Invex as trusteethe transactions contemplated by this Agreement have been duly obtained, there effected or given and are no outstanding rights or agreements giving any person or entity the right to receive or exercise any benefits or rights with respect to the Trust, including without limitation any rights to participate in any income or distributions or to exercise any voting rights with respect thereto. Such Beneficiary’s delivery of its Beneficiary Rights full force and Obligations to LandCo in the manner provided in Clause SECOND will transfer to LandCo good and valid title to such Beneficiary Rights and Obligations, free and clear of any Encumbranceseffect. (fg) Such This Agreement constitutes a legal, valid and binding obligation of such Beneficiary acknowledges that it is entering into this Agreement enforceable against such Beneficiary in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general, and consummating the transactions contemplated hereby without having received any information or any representation or warranty whatsoever, express or implied, (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity, from LandCo, the Backstop Bondholders or any ). (h) The Beneficiaries transferred all of their Representativesright, except for title and interest in and to the representations Trust Estate to the Trust free and warranties clear of LandCo expressly set forth in clause 8.1 of this Agreementall claims, liens and other encumbrances.

Representations and Warranties of the Beneficiaries. Each of the Beneficiaries Beneficiary hereby represents and warrants to LandCo the Trustee as of the date of this Agreement and as of the date of each increase in the Invested Amount of the Series [ ] Certificate that: (a) Each of the Beneficiaries Such Beneficiary is a Mexican corporation, duly incorporated and national banking association validly existing under the laws of Mexicothe United States and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned and conducted, and to execute, deliver and perform its executionobligations under this Agreement. (b) Such Beneficiary has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, delivery is duly qualified to do business and performance is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to enter into and perform its obligations under this Agreement have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable. This Agreement has been duly executed and delivered by such Beneficiary, and constitutes the valid and binding obligation of such Beneficiary, enforceable against it in accordance with its terms, except as such enforceability may be limited by the applicable bankruptcy or fraudulent conveyance. The Trust has been legally formed and validly exists as a trust under the laws of Mexico, and the Beneficiary Rights and Obligations have been duly and validly issued by the Trust. (b) No consent, approval or authorization of or filing with any governmental or regulatory authority or other person or entity is required on the part of such Beneficiary in connection with the execution and delivery of this Agreement or the consummation of to consummate the transactions contemplated hereby. (c) Neither the execution, The execution and delivery or performance of this Agreement by such Beneficiary nor and the consummation of the transactions provided for in this Agreement have been duly authorized by such Beneficiary by all necessary corporate action on the part of such Beneficiary. (d) The execution and delivery by such Beneficiary of this Agreement, the performance of the transactions contemplated hereby by this Agreement and the fulfillment of the terms hereof applicable to such Beneficiary will (i) not conflict with the corresponding or violate any Requirements of Law applicable to such Beneficiary with respect to their by-laws as currently in effector conflict with, or (ii) result in any breach or violation of or default under (A) any applicable statute, regulation, judgment, order or decree of any governmental or regulatory authority that is or its knowledgeof the material terms and provisions of, or constitute (Bwith or without notice or lapse of time or both) a material default under, any material indenture, contract, instrument agreement, mortgage, deed of trust or other agreement instrument to which such Beneficiary is a partyparty or by which it or its properties are bound. (de) Upon the execution date of this Agreement, there There are no actions proceedings or proceedings investigations, pending or, to the best knowledge of such Beneficiary, threatened, threatened against such Beneficiary that would reasonably be expected before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal prevent the consummation of any of the transactions contemplated by this Agreement;, (iii) seeking any determination or ruling that, in the reasonable judgment of such Beneficiary, would materially and adversely affect the performance by such Beneficiary of its obligations under this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (ef) Such All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Beneficiary is in connection with the sole legal execution and beneficial owner of the delivery by such Beneficiary Rights and Obligations set forth next to its name in Exhibit “O” attached hereto, and such ownership is free and clear of any Encumbrances. Except for the Banorte’s situation provided on clause 1.1 of this Agreement and the rights performance of Invex as trusteethe transactions contemplated by this Agreement have been duly obtained, there effected or given and are no outstanding rights or agreements giving any person or entity the right to receive or exercise any benefits or rights with respect to the Trust, including without limitation any rights to participate in any income or distributions or to exercise any voting rights with respect thereto. Such Beneficiary’s delivery of its Beneficiary Rights full force and Obligations to LandCo in the manner provided in Clause SECOND will transfer to LandCo good and valid title to such Beneficiary Rights and Obligations, free and clear of any Encumbranceseffect. (fg) Such This Agreement constitutes a legal, valid and binding obligation of such Beneficiary acknowledges that it is entering into this Agreement enforceable against such Beneficiary in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general, and consummating the transactions contemplated hereby without having received any information or any representation or warranty whatsoever, express or implied, (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity, from LandCo, the Backstop Bondholders or any ). (h) The Beneficiaries transferred all of their Representativesright, except for title and interest in and to the representations Trust Estate to the Trust free and warranties clear of LandCo expressly set forth in clause 8.1 of this Agreementall claims, liens and other encumbrances.

Representations and Warranties of the Beneficiaries. Each of the Beneficiaries Beneficiary hereby represents and warrants to LandCo the Trustee as of the date of this Agreement and as of the date of each increase in the Invested Amount of the Series 2000 Certificate that: (a) Each of the Beneficiaries Such Beneficiary is a Mexican corporation, duly incorporated and national banking association validly existing under the laws of Mexicothe United States and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned and conducted, and to execute, deliver and perform its executionobligations under this Agreement. (b) Such Beneficiary has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, delivery is duly qualified to do business and performance is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to enter into and perform its obligations under this Agreement have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable. This Agreement has been duly executed and delivered by such Beneficiary, and constitutes the valid and binding obligation of such Beneficiary, enforceable against it in accordance with its terms, except as such enforceability may be limited by the applicable bankruptcy or fraudulent conveyance. The Trust has been legally formed and validly exists as a trust under the laws of Mexico, and the Beneficiary Rights and Obligations have been duly and validly issued by the Trust. (b) No consent, approval or authorization of or filing with any governmental or regulatory authority or other person or entity is required on the part of such Beneficiary in connection with the execution and delivery of this Agreement or the consummation of to consummate the transactions contemplated hereby. (c) Neither the execution, The execution and delivery or performance of this Agreement by such Beneficiary nor and the consummation of the transactions provided for in this Agreement have been duly authorized by such Beneficiary by all necessary corporate action on the part of such Beneficiary. (d) The execution and delivery by such Beneficiary of this Agreement, the performance of the transactions contemplated hereby by this Agreement and the fulfillment of the terms hereof applicable to such Beneficiary will (i) not conflict with the corresponding or violate any Requirements of Law applicable to such Beneficiary with respect to their by-laws as currently in effector conflict with, or (ii) result in any breach or violation of or default under (A) any applicable statute, regulation, judgment, order or decree of any governmental or regulatory authority that is or its knowledgeof the material terms and provisions of, or constitute (Bwith or without notice or lapse of time or both) a material default under, any material indenture, contract, instrument agreement, mortgage, deed of trust or other agreement instrument to which such Beneficiary is a partyparty or by which it or its properties are bound. (de) Upon the execution date of this Agreement, there There are no actions proceedings or proceedings investigations pending or, to the best knowledge of such Beneficiary, threatened, threatened against such Beneficiary that would reasonably be expected before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal prevent the consummation of any of the transactions contemplated by this Agreement;, (iii) seeking any determination or ruling that, in the reasonable judgment of such Beneficiary, would materially and adversely affect the performance by such Beneficiary of its obligations under this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (ef) Such All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Beneficiary is in connection with the sole legal execution and beneficial owner of the delivery by such Beneficiary Rights and Obligations set forth next to its name in Exhibit “O” attached hereto, and such ownership is free and clear of any Encumbrances. Except for the Banorte’s situation provided on clause 1.1 of this Agreement and the rights performance of Invex as trusteethe transactions contemplated by this Agreement have been duly obtained, there effected or given and are no outstanding rights or agreements giving any person or entity the right to receive or exercise any benefits or rights with respect to the Trust, including without limitation any rights to participate in any income or distributions or to exercise any voting rights with respect thereto. Such Beneficiary’s delivery of its Beneficiary Rights full force and Obligations to LandCo in the manner provided in Clause SECOND will transfer to LandCo good and valid title to such Beneficiary Rights and Obligations, free and clear of any Encumbranceseffect. (fg) Such This Agreement constitutes a legal, valid and binding obligation of such Beneficiary acknowledges that it is entering into this Agreement enforceable against such Beneficiary in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general, and consummating the transactions contemplated hereby without having received any information or any representation or warranty whatsoever, express or implied, (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity, from LandCo, the Backstop Bondholders or any ). (h) The Beneficiaries transferred all of their Representativesright, except for title and interest in and to the representations Trust Estate to the Trust free and warranties clear of LandCo expressly set forth in clause 8.1 of this Agreementall claims, liens and other encumbrances.