DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, SUCH LENDER, SUCH ISSUER OR THE BORROWER IN CONNECTION THEREWITH. THE
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER ENTERING
INTO THE LOAN DOCUMENTS. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
KANSAS CITY SOUTHERN DE MÉXICO,
S.A. DE C.V.
By:
/s/ Paul J. Weyandt
Name: Paul J. Weyandt
Title: Attorney-in-fact & Treasurer
THE BANK OF NOVA SCOTIA,
as the Administrative Agent
By:
/s/ Michelle Phillips
Name: Michelle Phillips
Title: Director
SCOTIABANK INVERLAT, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SCOTIABANK INVERLAT,
as the Collateral Agent
By:
/s/ Oscar Alvarado
Name: Oscar Alvarado
Title: Attorney-in-fact
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THE BANK OF NOVA SCOTIA, as Lender
By:
/s/ Michelle Phillips
Name: Michelle Phillips
Title: Director
BANK OF AMERICA, N.A., as Lender
By:
/s/ Gerardo Obregan
Name: Gerardo Obregan
Title: Attorney-in-fact
BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA
BANCOMER, as Lender
By:
/s/ Jorge Fernando Del Castillo Ponce de León
Name: Jorge Fernando Del Castillo Ponce de León
Title: Attorney-in-fact
JPMORGAN CHASE BANK, N.A., as Lender
By:
/s/ Robert P. Kellas
Name: Robert P. Kellas
Title: Executive Director
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COMERICA BANK, as Lender
By:
/s/ Myrna E. Fernandez Lynch
Name: Myrna E. Fernandez Lynch
Title: Vice President
CITIBANK NA NASSAU BRANCH, as Lender
By:
/s/ Leslie Munroe
Name: Leslie Munroe
Title: Attorney-in-fact
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