Common use of Organization and Related Matters Clause in Contracts

Organization and Related Matters. (a) TMM is a sociedad anónima, duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formed, validly existing and in good standing under the laws of the UMS. GTFM has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so licensed or qualified would not individually or in the aggregate have a GTFM Material Adverse Effect. (f) The copies of the Corporate Charter and Bylaws of each of TMMH, MM, GTFM, and of each of the GTFM Subsidiaries, delivered to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as of the date of this Agreement.

Organization and Related Matters. (a) TMM Each Seller and each Affiliate of any Seller that is a sociedad anónimaparty to any Ancillary Agreement is a corporation or limited liability company (as the case may be) duly incorporated or formed, duly formed and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation. Each Seller and each Affiliate of any Seller that is a party to any Ancillary Agreement has full corporate or limited liability company (as the UMS. TMM has the corporate case may be) power and authority necessary to carry on its business in business, including the manner Business, as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter , including the Shares, the Units, the Surplus Notes and Bylaws previously provided to KCS is a complete and correct copy of the Associated Assets owned by such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documentsPerson. (b) TMMH Homeland is a sociedad anónima de capital variableMassachusetts stock property and casualty insurance company duly incorporated, duly formed and validly existing and in good standing under the laws of the UMSCommonwealth of Massachusetts and York is a Maine stock property and casualty insurance company duly incorporated, validly existing and in good standing under the laws of the State of Maine. TMMH Each of Homeland and York has the full corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. TMMH , and is a subsidiary of TMM, duly licensed or qualified to do business and in good standing in each jurisdiction in which owns all the nature of the issued and outstanding capital stock business conducted by it or the character of TMMHthe assets owned by it makes such qualification or licensing necessary, except as set forth in Section 5.1 such jurisdictions where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellers have previously delivered to Buyer a true and complete copy of the Seller Disclosure Schedulecertificate or articles of incorporation and the bylaws of each of Homeland and York, in each case as amended to the date of this Agreement. Neither Homeland nor York is in default under or in violation of any provision of its certificate or articles of incorporation or bylaws. (c) MM Each of Skylands Management and Adirondack Management is a sociedad anónima de capital variablelimited liability company duly organized, duly formed and validly existing and in good standing under the laws of the UMSState of Delaware and the State of New York, respectively. MM Each of the Management Companies has the corporate full limited liability company power and authority necessary to carry on its respective business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. MM , and is a subsidiary of TMMH, duly licensed or qualified to do business and in good standing in each jurisdiction in which owns all the nature of the issued and outstanding capital stock business conducted by it or the character of MMthe assets owned by it makes such qualification or licensing necessary, except as set forth in Section 5.1 such jurisdictions where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellers have previously delivered to Buyer a true and complete copy of the Seller Disclosure Schedulecertificate or articles of organization or formation and the limited liability company operating agreement of each Management Company, in each case as amended to the date of this Agreement. Neither of the Management Companies is in default under or in violation of any provision of its certificate or articles or organization or formation or limited liability company operating agreement. (d) GTFM The Reciprocal Subsidiary is a sociedad anónima de capital variable, stock property and casualty insurance company duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedincorporated, validly existing and in good standing under the laws of the UMSState of New Jersey. GTFM The Reciprocal Subsidiary has the full corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM Subsidiaries is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated owned by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so licensed or qualified would not not, individually or in the aggregate aggregate, reasonably be expected to have a GTFM Material Adverse Effect. (f) The copies . Sellers have delivered to Buyer a true and complete copy of the Corporate Charter certificate or articles of incorporation and Bylaws of each of TMMH, MM, GTFM, and of each bylaws of the GTFM SubsidiariesReciprocal Subsidiary, delivered in each case as amended to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as of the date of this Agreement. The Reciprocal Subsidiary is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws. (e) Each of Adirondack Exchange and Skylands Association is a reciprocal insurance exchange duly organized, validly existing and in good standing under the laws of the States of New York and New Jersey, respectively. Each Reciprocal has full power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets, and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character of the assets owned by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellers have previously delivered to Buyer true and complete copies of the Adirondack Exchange Declaration, the Adirondack Exchange Subscriber’s Agreement, the Adirondack Exchange Advisory Committee Rules and the Skylands Management Agreement, in each case as amended to the date of this Agreement. Adirondack Exchange is not in default under or in violation of any provision of the Adirondack Exchange Declaration, the Adirondack Exchange Subscriber’s Agreement or the Adirondack Exchange Advisory Committee Rules. Skylands Association is not in default under or in violation of any provision of the Skylands Management Agreement.

Organization and Related Matters. (a) TMM Each of the Companies and their Subsidiaries is a sociedad anónimalimited liability company or corporation duly organized, duly formed and validly existing and, with respect to jurisdictions in which such concept is recognized, and is in good standing under the laws of its respective jurisdiction of organization. Copies of the UMSorganizational documents of each of the Companies and their Subsidiaries, with all amendments thereto to the date hereof, have been furnished to Buyer or its representatives, and such copies are accurate and complete as of the date hereof. TMM Each of the Companies and their Subsidiaries has the corporate requisite power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws Each of the UMS. TMMH has the corporate power Companies and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formed, validly existing and in good standing under the laws of the UMS. GTFM has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM their Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so licensed or qualified would not individually or in the aggregate have a GTFM Material Adverse EffectEffect on the Companies. (fb) The copies All of the Corporate Charter Equity Interests and Bylaws the Securities of each the Companies' Subsidiaries are (i) duly authorized, validly issued, fully paid and nonassessable, (ii) not subject to preemptive rights, (iii) not issued in violation of TMMHany preemptive rights to which any Company or its Subsidiaries is subject, MM, GTFM(iv) issued and sold in compliance with Securities Laws, and (v) owned of each record and beneficially as set forth on Section 3.3 of the GTFM Companies Disclosure Schedule, and those Equity Interests described on Section 3.3 of the Companies Disclosure Schedule owned by Seller, a Company or a Company's Subsidiary, are free and clear of any Encumbrances except as described on Section 3.3 of the Companies Disclosure Schedule. None of the Companies or any of their Subsidiaries owns any Securities (other than Securities issued by their Subsidiaries, delivered to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents). (gc) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective Except as set forth on Section 3.3 of the date Companies Disclosure Schedule, there is no (i) outstanding option, subscription, "phantom" stock right, put, call, commitment, preemptive right, warrant, conversion rights, or agreement that is binding on any of this Agreementthe Companies or any of their Subsidiaries for the purchase or acquisition from any of the Companies or any of their Subsidiaries of any Equity Interests of such Company or such Subsidiary, or (ii) contract, commitment or agreement that is binding on any of the Companies or any of their Subsidiaries relating to the issuance of Equity Interests of any of the Companies or any of their Subsidiaries, convertible or exchangeable securities, or any subscriptions, options, warrants, or similar rights of the any of the Companies or any of their Subsidiaries or granting to any Person any right to participate in the equity or income of the any of the Companies or any of their Subsidiaries or to participate in or direct the election of any managing member of any of the Companies or any of their Subsidiaries or the manner in which the Equity Interests of any of the Companies or any of their Subsidiaries are voted.

Organization and Related Matters. (a) TMM Parent is a sociedad anónima, corporation duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedorganized, validly existing and in good standing under the laws of the UMSState of California. GTFM SC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. All of the Bank Stock is owned by SC, beneficially and of record, free and clear of all Encumbrances, other than net worth maintenance and similar obligations to Bank Regulators, and there are no other outstanding Equity Interests of Bank. (b) Bank is a federal savings bank duly organized, validly existing and in good standing under the provisions of the Home Owners' Loan Act, as amended (12 USC Section 1461), and is a member in good standing of the Federal Home Loan Bank System through the FHLB. The Branch Deposits are insured to applicable limits by the Savings Association Insurance Fund of the FDIC. Bank has the corporate power and authority necessary to carry on its business in the manner it is as now being conducted and to own, lease and operate all of its properties and assetsproperties. (ec) Except as set forth on Schedule 4.1, all of the Equity Interests of the Bank Subsidiaries are owned beneficially and of record directly or indirectly by Bank, free and clear of any Encumbrances. Except for the Subsidiaries and as set forth on Schedule 4.1, neither Bank nor any Bank Subsidiary has a direct or indirect Equity Interest in any Person, other than DPC Property. (d) The Bank Subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization. Each of TMMthe Bank Subsidiaries has the corporate power and authority to carry on its respective business as now being conducted and to own, TMMH, MM, GTFM lease and operate its respective properties. Each of the GTFM Bank Subsidiaries is duly qualified and licensed or qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so organized or existing or to have such power and authority or to be so qualified or licensed or qualified would not individually or have a material adverse effect on Bank and the Bank Subsidiaries taken as a whole. None of the Bank Subsidiaries has engaged in the aggregate have a GTFM Material Adverse Effectreal estate development business as an owner, operator, developer, contractor or otherwise. (fe) The copies of the Corporate Charter and Bylaws of each of TMMH, MM, GTFMBank is not a party to, and is not obligated by, any commitment, plan or arrangement to issue or to sell any Equity Interests of each Bank or the Bank Subsidiaries or to sell or otherwise transfer any significant portion of their assets, except the GTFM Subsidiaries, delivered to KCS transactions contemplated by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorneythere are no outstanding subscriptions, identified in Exhibit I heretocontracts, effective as conversion privileges, options, warrants, calls or preemptive or other rights requiring Bank to sell, dispose of, purchase, redeem or otherwise acquire the capital stock of the date of this AgreementBank.

Organization and Related Matters. (a) TMM The Company is a sociedad anónima, corporation duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedorganized, validly existing and in good standing under the laws Laws of the UMS. GTFM State of California and has the all requisite corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all its properties and to carry on its business. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties and assetsrequires such qualification or authorization (except where the failure to have such qualification or authorization would not reasonably be expected to have a Material Adverse Effect), each of which is set forth in Section 3.1(a) of the Disclosure Schedule. (eb) Section 3.1(b) of the Disclosure Schedule sets forth a complete and correct list of all Subsidiaries of the Company. Each Subsidiary of TMMthe Company (i) is a duly organized and validly existing corporation, TMMHpartnership or limited liability company or other legal entity under the Laws of its jurisdiction of organization reflected in Section 3.1(b) of the Disclosure Schedule, MM, GTFM and the GTFM Subsidiaries (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified, each of which is set forth in which the nature Section 3.1(b) of the business conducted by it Disclosure Schedule and (iii) has all requisite corporate power and authority to own or the character or location of the lease its properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure and to be so licensed or qualified would not individually or in the aggregate have a GTFM Material Adverse Effectcarry on its business as now conducted. (fc) The copies of the Corporate Charter and Bylaws of each of TMMH, MM, GTFM, and of each of the GTFM Subsidiaries, Sellers have delivered to KCS by TMM prior to the execution of this Agreement are Purchaser complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as Governing Documents of the Company and each of its Subsidiaries, as amended to date and as presently in effect. Except as set forth in Section 3.1(c) of this Agreementthe Disclosure Schedule, none of the Company or any of its Subsidiaries has consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person since its inception.

Organization and Related Matters. (a) TMM The Company is a sociedad anónimacorporation duly incorporated, duly formed and validly existing and in good standing under the laws of the UMSState of New Jersey. TMM The Company has the full corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets, and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character of the assets owned by it makes such qualification or licensing necessary, except in those cases in which any failure to qualify or be licensed has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or the Acquired Company Subsidiaries. The Company has previously delivered to Buyer an accurate, current and complete copy of TMM’s Corporate Charter the Certificate or Articles of Incorporation and Bylaws previously provided the bylaws of the Company, in each case as amended to KCS is a complete and correct copy of such instrument as in effect on the date hereofof this Agreement. Sellers The minute books of the Company (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), which have provided KCS with an English translation been made available to Buyer, are accurate, current and complete in all material respects. The stock certificate books and the stock record books of such documentsthe Company, which have been made available to Buyer, are accurate, current and complete. The Company is not in default under or in violation of any provision of its Certificate or Articles of Incorporation or bylaws. (b) TMMH Each Acquired Company Subsidiary is a sociedad anónima de capital variablecorporation duly incorporated, duly formed and validly existing and in good standing under the laws of the UMSstate of its incorporation. TMMH Each Acquired Company Subsidiary has the full corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formed, validly existing and in good standing under the laws of the UMS. GTFM has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM Subsidiaries is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated owned by it makes such qualification or licensing necessary, except in jurisdictions where the those cases in which any failure to qualify or be so licensed or qualified has not had and would not individually or in the aggregate reasonably be expected to have a GTFM Material Adverse Effect. (f) Effect on the Company or the Acquired Company Subsidiaries. The copies Company has delivered to Buyer an accurate, current and complete copy of the Corporate Charter Articles of Incorporation and Bylaws of each of TMMH, MM, GTFM, and of each of the GTFM Acquired Company Subsidiaries, delivered in each case as amended to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as of the date of this Agreement. The minute books of each Acquired Company Subsidiary (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors), which have been made available to Buyer, are accurate, current and complete in all material respects. The stock certificate books and the stock record books of each Acquired Company Subsidiary, which have been made available to Buyer, are accurate, current and complete. None of the Acquired Company Subsidiaries is in default under or in violation of any provision of its Certificate or Articles of Incorporation or Bylaws.

Organization and Related Matters. (a) TMM The Company is a sociedad anónimacorporation, duly formed and incorporated, validly existing and in good standing under the laws of the UMSCommonwealth of Massachusetts. TMM Each Pooled Product has been duly organized as a corporation, general partnership, limited partnership or group trust, as the case may be, and is validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization. The Company and each Pooled Product has the corporate or other requisite power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formed, validly existing and in good standing under the laws of the UMS. GTFM has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so qualified or licensed or qualified would not individually or in the aggregate have a GTFM material adverse effect on the business, assets, financial condition or results of operations of the Company taken as a whole or on the ability of any of the parties to complete the transactions contemplated hereby (a "Material Adverse Effect. (f) "). The copies of the Corporate Charter charter, by-laws, comparable organizational document and Bylaws of each of TMMH, MM, GTFM, and of each any amendments thereto of the GTFM Subsidiaries, Company and each Pooled Product heretofore delivered to KCS by TMM prior to the execution of this Agreement BPB and BPIM are complete and correct copies of such instruments as currently in effect immediately prior to effect. The Company has no Subsidiaries. Schedule 6.1 describes all Equity Securities owned by the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective Company as of the date hereof. The consummation of the transactions contemplated hereby have been approved by all requisite corporate actions on the part of the Company and each of its stockholders, no other corporate action on the part of the Company or its stockholders is necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby and no Stockholder has objected or will object to the transactions contemplated hereby.

Organization and Related Matters. (a) TMM Parent is a sociedad anónima, corporation duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedorganized, validly existing and in good standing under the laws of the UMSState of California. GTFM SC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. All of the Bank Stock is owned by SC, beneficially and of record, free and clear of all Encumbrances, other than net worth maintenance and similar obligations to Bank Regulators, and there are no other outstanding Equity Interests of Bank. (b) Bank is a federal savings bank duly organized, validly existing and in good standing under the provisions of the Home Owners' Loan Act, as amended (12 USC Section 1461), and is a member in good standing of the Federal Home Loan Bank System through the FHLB. The Branch Deposits are insured to applicable limits by the Savings Association Insurance Fund of the FDIC. Bank has the corporate power and authority necessary to carry on its business in the manner it is as now being conducted and to own, lease and operate all of its properties and assetsproperties. (ec) Except as set forth on Schedule 4.1, all of the Equity Interests of the Bank Subsidiaries are owned beneficially and of record directly or indirectly by Bank, free and clear of any Encumbrances. Except for the Subsidiaries, and as set forth on Schedule 4.1, neither Bank nor any Bank Subsidiary has a direct or indirect Equity Interest in any Person, other than DPC Property. (d) The Bank Subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization. Each of TMMthe Bank Subsidiaries has the corporate power and authority to carry on its respective business as now being conducted and to own, TMMH, MM, GTFM lease and operate its respective properties. Each of the GTFM Bank Subsidiaries is duly qualified and licensed or qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so organized or existing or to have such power and authority or to be so qualified or licensed or qualified would not individually or have a material adverse effect on Bank and the Bank Subsidiaries taken as a whole. None of the Bank Subsidiaries has engaged in the aggregate have a GTFM Material Adverse Effectreal estate development business as an owner, operator, developer, contractor or otherwise. (fe) The copies authorized capital stock of the Corporate Charter Bank consists of 100,000 shares of common stock, $1.00 par value per share, of which 56,629 shares have been duly issued and Bylaws of each of TMMHare validly outstanding, MM, GTFMfully paid, and nonassessable. Bank is not a party to, and is not obligated by, any commitment, plan or arrangement to issue or to sell any Equity Interests of each Bank or the Bank Subsidiaries or to sell or otherwise transfer any significant portion of their assets, except the GTFM Subsidiaries, delivered to KCS transactions contemplated by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorneythere are no outstanding subscriptions, identified in Exhibit I heretocontracts, effective as conversion privileges, options, warrants, calls or preemptive or other rights requiring Bank to sell, dispose of, purchase, redeem or otherwise acquire the Bank Stock. None of the date shares of this AgreementBank Stock has been issued in violation of the preemptive rights of any Person.

Organization and Related Matters. (a) TMM The Company is a sociedad anónima, corporation duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedorganized, validly existing and in good standing under the laws of the UMSDelaware. GTFM The Company has the corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business in the manner as it is now being conducted conducted, and to own, lease and operate all of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and the GTFM Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification or licensing necessary, except in jurisdictions where the failure to be so licensed or qualified would not individually or in the aggregate reasonably be expected to have a GTFM Company Material Adverse Effect. (fb) The copies Section 2.1(b) of the Corporate Charter and Bylaws of each of TMMH, MM, GTFM, and of each of the GTFM Subsidiaries, delivered to KCS by TMM prior to the execution of this Agreement are Company Disclosure Schedule sets forth a complete and correct copies list of all the Subsidiaries of the Company. All of the outstanding shares of capital stock or other securities evidencing ownership of the Company’s Subsidiaries are validly issued, fully paid and nonassessable and such instruments as in effect immediately prior shares or other securities are owned by the Company or another of its Subsidiaries free and clear of any Lien (other than any Permitted Lien) with respect thereto. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the execution issued or unissued capital stock or other securities or ownership or equity interest of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as any of the date Company’s Subsidiaries, or otherwise obligating any of this Agreementthe Company’s Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire any such stock, securities, or interests. Each Subsidiary of the Company (i) is a duly organized and validly existing corporation, partnership or limited liability company or other legal entity under the laws of its jurisdiction of organization reflected on Section 2.1(b) of the Company Disclosure Schedule, (ii) is duly qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified (except for jurisdictions in which the failure to be so qualified would not reasonably be expected to have a Company Material Adverse Effect) and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. PFPC Trust Company is not a “bank” as defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841.

Organization and Related Matters. (a) TMM The Company is a sociedad anónima, corporation duly formed and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Subsidiaries is a sociedad anónima de capital variable or other business entity duly formedorganized, validly existing and in good standing under the laws Laws of the UMS. GTFM State of Florida and has the requisite corporate power and authority necessary to own or lease its properties and assets and to carry on its business as currently conducted. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the manner it is now being conducted Laws of each jurisdiction set forth in Section 3.1(a) of the Disclosure Schedule, and to own, lease and operate all neither the location of the Company’s property nor the conduct of its properties and assets. (e) Each of TMM, TMMH, MM, GTFM and business requires the GTFM Subsidiaries is duly licensed or Company to be qualified to do business as a foreign corporation in each any jurisdiction other than those listed in which the nature Section 3.1(a) of the business conducted by it or Disclosure Schedule and other than the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary, except in jurisdictions where the failure to be so licensed or qualified would not individually or in the aggregate have a GTFM Material Adverse Effect. (fb) The Section 3.1(b) of the Disclosure Schedule sets forth a list of all Subsidiaries of the Company. Each Subsidiary of the Company (i) is a duly organized and validly existing corporation, partnership or limited liability company or other legal entity and in good standing under the Laws of its jurisdiction of organization reflected in Section 3.1(b) of the Disclosure Schedule, (ii) is duly qualified or authorized to do business and is in good standing in each jurisdiction set forth in Section 3.1(b) of the Disclosure Schedule, and neither the location of any Subsidiary’s property nor the conduct of its business requires it to be qualified to do business as a foreign entity in any jurisdiction other than the jurisdictions set forth in Section 3.1(b) of the Disclosure Schedule and other than the jurisdictions where the failure to be so qualified would not have a Material Adverse Effect and (iii) has the requisite corporate power and authority to own or lease its properties and assets and to carry on its business as currently conducted. (c) Seller has made available to Purchaser copies of the Corporate Charter Governing Documents of the Company and Bylaws of each of TMMH, MM, GTFM, and of each of the GTFM its Subsidiaries, delivered to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (gd) The powers of attorney identified Other than the Company’s Subsidiaries listed in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as Section 3.1(b) of the date Disclosure Schedule, neither the Company nor any of this Agreementits Subsidiaries owns any equity interests of any kind or nature (whether controlling or not) in any corporation, limited liability company, partnership, trust, joint venture or other entity (including, but not limited to, any interest in any profits, capital or business of any entity).

Organization and Related Matters. (a) TMM is a sociedad anónimaEach Seller, duly formed the Company and validly existing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM’s Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents. (b) TMMH is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. TMMH has the corporate power and authority necessary to carry on its business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. TMMH is a subsidiary of TMM, which owns all of the issued and outstanding capital stock of TMMH, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (c) MM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS. MM has the corporate power and authority necessary to carry on its respective business in the manner it is now being conducted and to own, lease and operate all of its properties and assets. MM is a subsidiary of TMMH, which owns all of the issued and outstanding capital stock of MM, except as set forth in Section 5.1 of the Seller Disclosure Schedule. (d) GTFM is a sociedad anónima de capital variable, duly formed and validly existing under the laws of the UMS, and each of the GTFM Company Subsidiaries is a sociedad anónima de capital variable corporation, limited liability company or other business entity limited partnership duly organized (or duly formed, as applicable), validly existing and in good standing under the laws of the UMSjurisdiction of its organization (or formation). GTFM Each Seller and the Company and each applicable Company Subsidiary has the all necessary corporate or limited liability company power and authority necessary to carry on its business in execute, deliver and perform this Agreement and the manner Related Agreements to which it is now being conducted a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate all of its respective properties and assets. (e) assets and to carry on its respective businesses as now conducted. Each of TMM, TMMH, MM, GTFM the Company and the GTFM Company Subsidiaries is duly qualified or licensed or qualified to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is in each jurisdiction good standing in all jurisdictions in which the character or the location of its owned, operated or leased assets or the nature of the business conducted by it conducts requires such licensing or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessaryqualification, except in jurisdictions where the failure to be so qualified or licensed or qualified in good standing would not reasonably be expected to have, individually or in the aggregate have aggregate, a GTFM Material Adverse Effect. (f) . The Company has made available to Buyer true and complete copies of its certificate of incorporation and bylaws and the Corporate Charter and Bylaws of each of TMMH, MM, GTFM, and organizational documents of each of the GTFM Company Subsidiaries, delivered to KCS by TMM prior to the execution of this Agreement are complete and correct copies of such instruments except as in effect immediately prior to the execution of this Agreement and Sellers have provided KCS with English translations of such documents. (g) The powers of attorney identified in Exhibit H hereto have been revoked and replaced with new powers of attorney, identified in Exhibit I hereto, effective as of the date of this Agreement.set forth on Schedule 3.1(a)(2). TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT